Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Nov. 18, 2021 | |
Document And Entity Information | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 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, 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, $0.001 par value per share | |
Trading Symbol | IDEX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 497,680,745 | |
Entity Central Index Key | 0000837852 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | true | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Description | Amendment No. 1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 355,856 | $ 165,764 |
Accounts receivable, net | 5,409 | 7,400 |
Available-for-sale security | 15,155 | |
Inventory | 960 | |
Prepaid expenses | 6,400 | 2,629 |
Amount due from related parties | 245 | 240 |
Other current assets | 479 | 3,726 |
Current assets held for sale | 7,068 | |
Total current assets | 391,572 | 179,759 |
Property and equipment, net | 631 | 330 |
Fintech Village | 7,250 | |
Intangible assets, net | 77,815 | 29,705 |
Goodwill | 59,545 | 1,165 |
Long-term investments | 24,001 | 8,570 |
Operating lease right of use assets | 2,469 | 155 |
Other non-current assets | 7,438 | 7,478 |
Total assets | 563,471 | 234,412 |
Current liabilities | ||
Accounts payable | 9,978 | 5,057 |
Deferred revenue | 2,225 | 1,129 |
Accrued salaries | 4,831 | 1,750 |
Amount due to related parties | 1,235 | 882 |
Other current liabilities | 7,247 | 2,235 |
Current portion of operating lease liabilities | 637 | 115 |
Current contingent consideration | 8,481 | 1,325 |
Promissory note-short term | 869 | 568 |
Convertible promissory note due to third parties-long term | 80,446 | |
Asset retirement obligations | 4,653 | |
Total current liabilities | 120,602 | 13,061 |
Asset retirement obligations | 4,653 | |
Deferred tax liabilities | 884 | |
Operating lease liability-long term | 1,826 | 19 |
Non-current contingent liabilities | 8,630 | 7,635 |
Other long-term liabilities | 7,834 | 7,275 |
Total liabilities | 139,776 | 32,643 |
Commitments and contingencies (Note 18) | ||
Convertible redeemable preferred stock and Redeemable non-controlling interest: | ||
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of March 31, 2021 and December 31, 2020 | 1,262 | 1,262 |
Redeemable non-controlling interest | 7,600 | 7,485 |
Equity: | ||
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 419,469,800 shares and 344,906,295 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 419 | 345 |
Additional paid-in capital | 761,155 | 531,866 |
Accumulated deficit | (353,295) | (346,883) |
Accumulated other comprehensive income | 784 | 1,256 |
Total IDEX shareholder's equity | 409,063 | 186,584 |
Non-controlling interest | 5,770 | 6,438 |
Total equity | 414,833 | 193,022 |
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | $ 563,471 | $ 234,412 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Convertible redeemable preferred stock, Series A shares issued | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, Series A shares outstanding | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, Series A liquidation and deemed liquidation preference | $ 3,500,000 | $ 3,500,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 419,469,800 | 344,906,295 |
Common stock, shares outstanding | 419,469,800 | 344,906,295 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total revenue | $ 29,939 | $ 378 |
Total cost of revenue | 19,097 | 334 |
Gross profit | 10,842 | 44 |
Operating expenses: | ||
Selling, general and administrative expense | 11,851 | 5,827 |
Research and development expense | 10 | |
Professional fees | 5,168 | 1,757 |
Impairment losses | 887 | |
Change in fair value of contingent consideration | 494 | 532 |
Litigation settlements | 5,000 | |
Depreciation and amortization | 1,128 | 476 |
Total operating expenses | 23,651 | 9,479 |
Loss from operations | (12,809) | (9,435) |
Interest and other expense: | ||
Interest expense, net | (417) | (3,156) |
Loss on disposal of subsidiaries, net | (212) | |
Other expense | (156) | (26) |
Loss before income taxes and non-controlling interest | (13,594) | (12,617) |
Income tax benefit | 7,256 | |
Equity in loss of equity method investees | (237) | (3) |
Net loss | (6,575) | (12,620) |
Net loss attributable to non-controlling interest | 163 | 272 |
Net loss attributable to IDEX common stockholders | $ (6,412) | $ (12,348) |
Earnings (loss) per share | ||
Basic (in dollars per shares) | $ (0.02) | $ (0.08) |
Diluted (in dollars per shares) | $ (0.02) | $ (0.08) |
Weighted average shares outstanding: | ||
Basic (in shares) | 391,131,793 | 157,859,642 |
Diluted (in shares) | 391,131,793 | 157,859,642 |
Sale of products | ||
Total revenue | $ 4,547 | $ 3 |
Total cost of revenue | 4,354 | 2 |
Sale of services | ||
Total revenue | 25,392 | 375 |
Total cost of revenue | $ 14,743 | $ 332 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue from related party | $ 1 | $ 0 |
Cost of revenue from related party | $ 7 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Net loss | $ (6,575) | $ (12,620) |
Other comprehensive income (loss), net of nil tax: | ||
Foreign currency translation adjustments | (860) | 7 |
Comprehensive loss | (7,435) | (12,613) |
Comprehensive loss (gain) attributable to non-controlling interest | 552 | (249) |
Comprehensive loss attributable to IDEX common shareholders | $ (6,883) | $ (12,862) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Other comprehensive income (loss), Tax | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated (Deficit) | Accumulated Other Comprehensive Income (Loss) | Ideanomics Shareholders' equity | Non-controlling Interest | Total |
Balance at Dec. 31, 2019 | $ 150 | $ 282,554 | $ (248,481) | $ (664) | $ 33,559 | $ 25,178 | $ 58,737 |
Balance (in shares) at Dec. 31, 2019 | 149,692,953 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 2,202 | 2,202 | 2,202 | ||||
Common stock issuance for professional fees | 240 | 240 | 240 | ||||
Common stock issuance for professional fees (in shares) | 429,000 | ||||||
Common stock issuance for acquisition | $ 11 | 6,737 | 6,748 | 6,748 | |||
Common stock issuance for acquisition of (in shares) | 10,883,668 | ||||||
Common stock issuance for warrant exercise | $ 1 | 999 | 1,000 | 1,000 | |||
Common stock issuance for warrant exercise (in shares) | 1,000,000 | ||||||
Common stock issuance for convertible notes | $ 1 | 613 | 614 | 614 | |||
Common stock issuance for convertible notes (in shares) | 1,454,424 | ||||||
Measurement period adjustment | (11,454) | (11,454) | |||||
Non-controlling shareholder contribution | 100 | 100 | |||||
Net income (loss) | (12,348) | (12,348) | (378) | (12,726) | |||
Foreign currency translation adjustments, net of nil tax | (16) | (16) | 23 | 7 | |||
Balance at Mar. 31, 2020 | $ 163 | 293,345 | (260,829) | (680) | 31,999 | 13,469 | 45,468 |
Balance (in shares) at Mar. 31, 2020 | 163,460,045 | ||||||
Balance at Dec. 31, 2020 | $ 345 | 531,866 | (346,883) | 1,256 | 186,584 | 6,438 | 193,022 |
Balance (in shares) at Dec. 31, 2020 | 344,861,295 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 2,040 | 2,040 | 2,040 | ||||
Common stock issued under employee stock incentive plan | 251 | 251 | 251 | ||||
Common stock issued under employee stock incentive plan (in shares) | 475,000 | ||||||
Common stock issuance for professional fees | 1,162 | 1,162 | 1,162 | ||||
Common stock issuance for professional fees (in shares) | 440,909 | ||||||
Common stock issuance for acquisition | $ 10 | 32,367 | 32,377 | 32,377 | |||
Common stock issuance for acquisition of (in shares) | 10,181,299 | ||||||
Common stock issuance for at the market offering | $ 18 | 53,389 | 53,407 | 53,407 | |||
Common stock issuance for at the market offering (in shares) | 17,615,534 | ||||||
Common stock issuance for convertible notes | $ 46 | 140,080 | 140,126 | 140,126 | |||
Common stock issuance for convertible notes (in shares) | 45,895,763 | ||||||
Net income (loss) | (6,412) | (6,412) | (280) | (6,692) | |||
Foreign currency translation adjustments, net of nil tax | (472) | (472) | (388) | (860) | |||
Balance at Mar. 31, 2021 | $ 419 | $ 761,155 | $ (353,295) | $ 784 | $ 409,063 | $ 5,770 | $ 414,833 |
Balance (in shares) at Mar. 31, 2021 | 419,469,800 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (6,575) | $ (12,620) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ||
Share-based compensation expense | 2,040 | 2,202 |
Depreciation and amortization | 1,128 | 476 |
Non-cash interest expense | 417 | 3,156 |
Income tax benefit | (7,621) | |
Loss on disposal of subsidiaries, net | 212 | |
Equity in losses of equity method investees | 237 | 3 |
Issuance of common stock for professional fees | 1,162 | |
Impairment losses | 887 | |
Change in fair value of contingent consideration | 494 | 532 |
Change in assets and liabilities (net of amounts acquired): | ||
Accounts receivable | 2,600 | 571 |
Inventory | 117 | |
Prepaid expenses and other assets | 1,653 | 1,928 |
Accounts payable | 2,438 | 275 |
Deferred revenue | (613) | 23 |
Amount due to related parties (interest) | 348 | 856 |
Accrued expenses, salary and other current liabilities | 4,534 | (2,147) |
Net cash provided by (used in) operating activities | 2,571 | (3,858) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (157) | (15) |
Acquisition of subsidiaries, net of cash acquired | (55,265) | |
Investments in long term investment | (15,707) | |
Investment in debt securities | (15,000) | |
Net cash used in investing activities | (86,129) | (15) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible notes | 220,000 | 2,000 |
Proceeds from exercise of warrants and issuance of common stocks | 53,659 | 1,000 |
Proceeds from noncontrolling interest shareholder | 7,147 | |
Repayment of amounts due to related parties | (2,999) | |
Net cash provided by financing activities | 273,659 | 7,148 |
Effect of exchange rate changes on cash | (9) | 6 |
Net increase in cash and cash equivalents | 190,092 | 3,281 |
Cash and cash equivalents at the beginning of the period | 165,764 | 2,633 |
Cash and cash equivalents at the end of the period | 355,856 | 5,914 |
Supplemental disclosure of cash flow information: | ||
Issuance of shares for acquisition of DBOT | 6,748 | |
Tree Technologies measurement period adjustment | $ 11,895 | |
Issuance of shares for acquisition | 32,377 | |
Issuance of shares for convertible notes conversion | $ 140,126 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Nature of Operations and Summary of Significant Accounting Policies | |
Nature of Operations and Summary of Significant Accounting Policies | Note 1. Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Ideanomics, Inc. (Nasdaq: IDEX) is a Nevada corporation that primarily operates in Asia and the United States through its subsidiaries and variable interest entities (“VIEs.”) Unless the context otherwise requires, the use of the terms “we,” “us,” “our” and the “Company” in these notes to 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 March 31, 2021, the Company operates in one segment with two business units, Ideanomics Mobility and Ideanomics Capital. With two acquisitions closing in the three months ended March 31, 2021, the Company anticipates that its internal management structure and the information reviewed by the chief operating decision maker will change such that it may, in the future, have multiple reportable segments. At a minimum these are thought to be Ideanomics Mobility, which would encompass the entities with businesses centered in the electric vehicle (“EV”) market, and Ideanomics Capital, which would encompass business centered in the finance/real estate market, and a corporate entity, with the combination/consolidation of all three comprising the consolidated operations of the Company. Ideanomics Mobility is driving EV adoption by assembling a synergistic ecosystem of subsidiaries and investments across the three key pillars of EV: Vehicles, Charging, and Energy. These three pillars provide the foundation for Ideanomics Mobility’s planned offering of unique business solutions such as Charging as a Service (“CaaS”) and Vehicle as a Service (“VaaS.”) 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. The Company determined that the error was immaterial to the condensed consolidated financial statements, 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): December 31, December 31, 2020 2020 Account (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 March 31, 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 considerations, fair values of financial instruments, intangible assets (including digital currencies) and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant Accounting Policies For a detailed discussion about Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ consolidated financial statements included in the Company’s 2020 Form 10-K. During the three months ended March 31, 2021, the Company acquired two businesses, Timios Holdings Corp. (“Timios”) and Wireless Advanced Vehicle Electrification, Inc. (“WAVE”) 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 March 31, 2021 were $77.8 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 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. Revenue For product sales, WAVE considers 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, WAVE recognizes revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, WAVE uses 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, WAVE recognizes 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, WAVE also considers 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, WAVE considers 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, WAVE recognizes 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 WAVE’s 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, WAVE 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 WAVE’s 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. WAVE estimates 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 March 31, 2021 is $0.6 million and is included in “Other long-term liabilities” within the condensed consolidated balance sheet. 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 May 7, 2021, over 156.4 million cases had been reported across the globe, resulting in 3.3 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 for worldwide immunization against COVID-19 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. 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.” 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 | 3 Months Ended |
Mar. 31, 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 period ended March 31, 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 period ended March 31, 2021. The following reflects the restatement adjustments recorded in connection with the Company’s restatement of its condensed consolidated financial statements: Consolidated Balance Sheet March 31, 2021 As Previously Reported Adjustment As Restated Reference Assets Cash and cash equivalents $ 355,856 $ — $ 355,856 Accounts receivable, net 5,409 — 5,409 Available for sale security 15,155 — 15,155 Inventory 960 — 960 Prepaid expenses 6,400 — 6,400 Amount due from related parties 245 — 245 Other current assets 479 — 479 Current assets held for sale 7,068 — 7,068 Total current assets 391,572 — 391,572 Property and equipment, net 631 — 631 Intangible assets, net 92,525 (14,710) 77,815 C Goodwill 51,084 8,461 59,545 C Long-term investments 24,179 (178) 24,001 B Operating lease – right of use assets 9,338 (6,869) 2,469 * Other noncurrent assets 569 6,869 7,438 * Total assets $ 569,898 $ (6,427) $ 563,471 Liabilities and Stockholders’ Equity Accounts payable $ 9,978 $ — $ 9,978 Deferred revenue 2,225 — 2,225 Accrued salaries 4,831 — 4,831 Due to related party 1,235 — 1,235 Other current liabilities 7,112 135 7,247 *, E Current portion of lease liabilities 955 (318) 637 * Current contingent consideration 8,481 — 8,481 Note payable 869 — 869 Note payable – related party — — — Convertible promissory note to third parties 80,446 — 80,446 Asset retirement obligations 4,653 — 4,653 Total current liabilities 120,785 (183) 120,602 Asset retirement obligations — — — Deferred tax liabilities 1,290 (406) 884 C, D, E Operating lease liability – long term 8,485 (6,659) 1,826 * Non-current contingent consideration 8,630 — 8,630 Other long-term liabilities 1,175 6,659 7,834 * Total liabilities 140,365 (589) 139,776 Convertible redeemable preferred stock and Redeemable non-controlling interest: Series A Preferred stock 1,262 — 1,262 Redeemable non-controlling interest 7,600 — 7,600 Stockholders’ equity Preferred stock — — — Common stock, 419 — 419 Additional paid-in capital 761,155 — 761,155 Accumulated deficit (347,457) (5,838) (353,295) Accumulated other comprehensive income 784 — 784 Total IDEX stockholders’ equity 414,901 (5,838) 409,063 Noncontrolling interests 5,770 — 5,770 Total stockholders’ equity 420,671 — 414,833 Total liabilities and stockholders’ equity $ 569,898 $ (6,427) $ 563,471 * Represents revision for immaterial error correction – see Note 1. Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2021 As Restatement As Reported ** Adjustments Restated Reference Revenue - sales of products $ 4,547 $ — $ 4,547 Revenue - sales of services 28,162 (2,770) 25,392 A Total Revenue 32,709 (2,770) 29,939 Cost of revenue - sales of products 4,354 — 4,354 Cost of revenue - sales of services 17,513 (2,770) 14,743 A Total Cost of revenue 21,867 (2,770) 19,097 Gross Profit 10,842 — 10,842 Operating Expenses Selling, general and administrative 12,005 (154) 11,851 (1) Research and development 10 — 10 Professional fees 5,168 — 5,168 Impairment losses — — — Change -fair value of contingent consideration 494 — 494 Litigation settlement 5,000 — 5,000 Depreciation and amortization 1,128 — 1,128 Total operating expenses 23,805 (154) 23,651 Loss from operations (12,963) 154 (12,809) Interest and other expense: Interest expense, net (417) — (417) Loss on disposal of subsidiaries (212) — (212) Conversion expense — — — Gain on measurement of investments — — — Other income (expense), net (2) (154) (156) (1) Loss before income taxes and non-controlling interest (13,594) — (13,594) Income tax benefit 12,916 (5,660) 7,256 C,D,E Equity in loss of equity method investees (59) (178) (237) B Net loss (737) (5,838) (6,575) Deemed dividend related to warrant repricing — — — Net loss attributable to common shareholders (737) (5,838) (6,575) Net loss attributable to non-controlling interest 163 — 163 Net loss attributable to IDEX common shareholders $ (574) $ (5,838) $ (6,412) Earnings per share, basic & fully diluted $ (0.00) $ — $ (0.02) Weighted average number of common shares 391,131,793 0 391,131,793 ** Reflects the presentation of equity in loss of equity method as a separate financial statement caption below income tax benefit. (1) Reflects immaterial error correction for the classification of other income. Condensed Consolidated Statement of Comprehensive Income (Loss) for the Three Months ended March 31, 2021 As Restatement As Reported Adjustments Restated Notes Net loss $ (737) $ (5,838) $ (6,575) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (860) — (860) Comprehensive loss (1,597) (5,838) (7,435) Comprehensive loss (gain) attributable to non-controlling interest 552 — 552 Comprehensive loss attributable to IDEX $ (1,045) (5,838) $ (6,883) Condensed Consolidated Statement of Equity for the Three Months Ended March 31, 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 Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2021 As Restatement As Reported Adjustments Restated Notes Cash flows from operating activities: Net loss $ (737) $ (5,838) $ (6,575) B, C, D,E Adjustments to reconcile net loss to net cash provided by operating activities: Share-based compensation 2,040 — 2,040 Depreciation and amortization 1,128 — 1,128 Non-cash interest expense 417 — 417 Allowance for doubtful accounts — — — Litigation settlement 5,000 (5,000) — (1) Income tax benefit (13,281) 5,660 (7,621) C,D,E Loss on disposal of subsidiaries 212 — 212 Equity in losses of equity method investees 59 178 237 B Issuance of common stock for professional fees — 1,162 1,162 (1) Gain on extinguishment of liability — — — Gain on remeasurement of investment — — — Impairment losses — — — Settlement of ROU operating lease liabilities — — — Change in fair value of contingent consideration 494 — 494 Change in assets and liabilities: Accounts receivable 2,600 — 2,600 Inventory 117 — 117 Prepaid expenses and other assets 1,653 1,653 Accounts payable 2,438 2,438 Deferred revenue (613) (613) Amount due to related parties 348 348 Accrued expenses, salary and other current liabilities 696 3,838 4,534 (1) Net cash provided by operating activities 2,571 — 2,571 Cash flows from investing activities: Acquisition of property and equipment (157) (157) Disposal of subsidiaries — — Acquisition of subsidiaries (55,265) (55,265) Investment in long-term investment (15,707) (15,707) Notes receivable — — Investment in debt securities (15,000) (15,000) Net cash used in investing activities (86,129) — (86,129) Cash flows from financing activities Proceeds from issuance of convertible notes 220,000 220,000 Proceeds from exercise of options and warrants 53,659 53,659 Proceeds from noncontrolling interest shareholder — — Borrowings from SBA PPP — — Repayment of amounts due to related parties — — Net cash provided by financing activities 273,659 — 273,659 Effect of exchange rate changes on cash (9) (9) Net increase in cash and cash equivalents 190,092 — 190,092 Cash and cash equivalents - beginning of period 165,764 — 165,764 Cash and cash equivalents - end of period $ 355,856 — $ 355,856 (1) Reflects immaterial error corrections for the classification of certain operating activities. |
Fuzhou Note Receivable
Fuzhou Note Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Fuzhou Note Receivable | |
Fuzhou Note Receivable | Note 3. 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. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 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 March 31, March 31, 2021 2020 (As restated) Geographic Markets Malaysia $ 7 $ 3 USA 26,876 323 PRC 3,056 52 Total $ 29,939 $ 378 Product or Service Electric vehicles* $ 3,019 $ 55 Charging and batteries* 1,882 — Title and escrow services 24,841 — Digital advertising services and other 197 323 Total $ 29,939 $ 378 Timing of Revenue Recognition Products and services transferred at a point in time $ 29,554 $ 378 Services provided over time 385 — Total $ 29,939 $ 378 * |
Available for Sale Security
Available for Sale Security | 3 Months Ended |
Mar. 31, 2021 | |
Long-term Investments | |
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: o SILK EV fails to pay timely the principal and accrued interest due under this note; o SILK EV files any petition for relief under bankruptcy, reorganization, insolvency or similar other law; or o 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. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2021 | |
Acquisitions and Divestitures | |
Acquisitions and Divestitures | Note 6. 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 has 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 three months ended March 31, 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. 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 $24.8 million and net income of $3.4 million have been included in the condensed consolidated financial statements since the acquisition date. 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 March 31, 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. 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 will not be issued to the sellers. 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 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 $1.8 million and net loss of $0.6 million 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 Timios and Wave acquisitions (in thousands): Timios WAVE (As restated) (As restated) Purchase Price Cash paid at closing, including working capital estimates $ 46,576 $ 15,000 Fair value of common stock — 32,377 Fair value of contingent consideration — 7,657 Total purchase consideration $ 46,576 $ 55,034 Purchase Price Allocation Assets acquired Current assets 7,292 2,130 Property, plant and equipment 429 — Other assets 48 — Intangible assets – tradename 7,780 12,630 Intangible assets – lender relationships 14,790 — Intangible assets – patents — 13,000 Intangible assets – licenses 1,000 — Indefinite lived title plant 500 — Goodwill 24,252 34,142 Total assets acquired 56,091 61,902 Liabilities assumed: Current liabilities (4,306) (3,778) Deferred tax liability (5,209) (3,090) Total liabilities assumed (9,515) (6,868) Net assets acquired $ 46,576 $ 55,034 Timios WAVE Intangible assets – tradename 15 15 Intangible assets – lender relationships 7 — Intangible assets – patents — 14 Intangible assets – licenses 15 — Weighted average useful life 10 14.5 Amortization expense related to intangible assets created as a result of the Timios and WAVE acquisitions of $0.8 million has been recorded for the three months ended March 31, 2021. Estimated amortization expense related to these intangible assets for each of the years subsequent to March 31, 2021 is as follows (amounts in thousands): 2021 remaining $ 3,551 2022 4,469 2023 4,469 2024 4,469 2025 4,469 2026 and beyond 26,990 Total $ 48,417 Goodwill in the amount of $24.3 million and 34.1 million was recorded as a result of the acquisitions of Timios and WAVE, respectively. The goodwill from both acquisition represents future economic benefits that we expect to achieve as a result of the acquisition, 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 either the Timios or WAVE 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 $0.3 million during the three months ended March 31, 2021. 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 Three Months Ended March 31, Ended March 31, 2021 2020 (Amounts in thousands, except per share and share data) Total revenue $ 31,379 $ 13,898 Net loss attributable to IDEX common shareholders (6,552) (12,058) Earnings (loss) per share Basic and Diluted $ (0.02) $ (0.07) Weighted average shares outstanding Basic and Diluted 393,191,290 170,448,990 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Accounts Receivable | |
Accounts Receivable | Note 7. Accounts Receivable The following table summarizes the Company’s accounts receivable (in thousands): March 31, December 31, 2021 2020 Accounts receivable $ 6,625 $ 8,619 Less: allowance for doubtful accounts (1,216) (1,219) Accounts receivable, net $ 5,409 $ 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 March 31, 2021 and December 31, 2020, respectively. The following table summarizes the movement of the allowance for doubtful accounts (in thousands): March 31, December 31, 2021 2020 Balance at the beginning of the period $ (1,219) $ — Decrease in the allowance for doubtful accounts 3 (1,219) Balance at the end of the period $ (1,216) $ (1,219) Due to the foreign exchange rate changes, there was $2,505 increase in the allowance for doubtful accounts for the three months ended March 31, 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 | 3 Months Ended |
Mar. 31, 2021 | |
Property and Equipment, net | |
Property and Equipment, net | Note 8. The following table summarizes the Company’s property and equipment (in thousands): March 31, December 31, 2021 2020 Furniture and office equipment $ 568 $ 315 Vehicle 247 229 Leasehold improvements 339 246 Total property and equipment 1,154 790 Less: accumulated depreciation (523) (460) Property and equipment, net 631 330 Fintech Village Land — 2,750 Assets retirement obligations - environmental remediation — 4,500 Construction in progress (Fintech Village) — 7,250 Property and Equipment, net $ 631 $ 7,580 The Company recorded depreciation expense of $90,787 and $31,536, which is included in its operating expense, for the three months ended March 31, 2021 and 2020, respectively. 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 three months ended March 31, 2021 (in thousands): January 1, Liabilities Remediation Accretion March 31, 2021 Incurred Performed Expense Revisions 2021 Asset retirement obligation $ 4,653 $ — $ — $ — $ — $ 4,653 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 9. Goodwill and Intangible Assets Goodwill The following table summarizes changes in the carrying amount of goodwill (in thousands): (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 Acquisitions 49,933 Adjustment (see Note 2. Restatement of Previously Reported Condensed Consolidated Financial Statements) 8,461 Effect of change in foreign currency exchange rates (14) Balance as of March 31, 2021 $ 59,545 Intangible Assets The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): March 31, 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) 1.8 $ 1,137 $ (546) $ 591 $ 1,137 $ (462) $ 675 Customer contract (a) 0.4 500 (431) 69 500 (389) 111 Continuing membership agreement (b) 18.3 1,179 (626) 553 1,179 (619) 560 Trade name (a) 12.4 110 (19) 91 110 (17) 93 Technology platform (a) 0.8 290 (145) 145 290 (97) 193 Land use rights (c) 97.8 27,298 (207) 27,091 28,162 (142) 28,020 Timios licenses (d) 14.8 1,000 (15) 985 — — — Timios tradename (d) 14.8 7,780 (109) 7,671 — — — Timios lender relationships (d) 6.8 14,790 (332) 14,458 — — — WAVE tradename (f) 39.8 13,000 (153) 12,847 — — — WAVE patents (f) 14.8 12,630 (174) 12,456 — — — Total 79,714 (2,757) 76,956 31,378 (1,726) 29,652 Indefinite lived intangible assets Timios Title plant (d) 500 500 Website name 25 — 25 25 — 25 Timios software in development (e) — 305 — 305 — — — Patent 28 — 28 28 — 28 Total $ 80,572 $ (2,757) $ 77,815 $ 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. 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 first quarter of 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. Amortization expense relating to intangible assets was $1.0 million and $0.4 million for the three months ended March 31, 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 three months ended March 31, 2021) $ 4,059 2022 5,127 2023 4,789 2024 4,789 2025 4,789 2026 and thereafter 53,403 Total $ 76,956 |
Long-term Investments
Long-term Investments | 3 Months Ended |
Mar. 31, 2021 | |
Long-term Investments | |
Long-term Investments | Note 10. Long-term Investments The following table summarizes the Company’s long-term investments (in thousands): March 31, December 31, 2021 2020 (As restated) (As revised) Non-marketable equity investments $ 4,778 $ 6,014 Equity method investments 19,223 2,556 Total $ 24,001 $ 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 months ended March 31, 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): March 31, 2021 (As restated) Income (loss) Impairment Dilution loss January 1, 2021 Addition on investment losses Disposal due to investee share issuance March 31, 2021 Solectrac (a) $ 2,556 $ — $ (59) $ — $ — $ (31) $ 2,466 TM2 (b) 1,227 2,153 (178) — — — 3,202 Energica (c) — 13,555 — — — — 13,555 Total $ 3,783 $ 15,707 $ (237) $ — $ — $ (31) $ 19,223 The Company has received no dividends from equity method investees in the three months ended March 31, 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. 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 will not be able to sell 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 ™ 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Leases | Note 11. Leases As of March 31, 2021, the Company’s operating lease right of use assets and operating lease liabilities are $2.5 million and $2.5 million, respectively. The weighted-average remaining lease term is 4.4 years and the weighted-average discount rate is 3.5%. The following table summarizes the components of lease expense (in thousands): Three Months Ended March 31, 2021 March 31, 2020 (As restated) Operating lease cost $ 169 $ 487 Short-term lease cost 88 85 Sublease income — (32) Total $ 257 $ 540 The following table summarizes supplemental information related to leases (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 165 $ 553 Right of use assets obtained in exchange for new operating lease liabilities 1,763 322 The additional right of use assets were acquired in the Timios and WAVE acquisitions. The facilities acquired are office buildings in U.S. locations where they conduct business. The following table summarizes the maturity of operating lease liabilities (in thousands): Leased Property Costs Years ending December 31 (As restated) 2021 $ 605 2022 648 2023 575 2024 252 2025 190 2026 and thereafter 406 Total lease payments 2,675 Less: interest (213) Total $ 2,462 |
Promissory Notes
Promissory Notes | 3 Months Ended |
Mar. 31, 2021 | |
Promissory Notes | |
Promissory Notes | Note 12. Promissory Notes The following table summarizes the outstanding promissory notes as of March 31, 2021 and December 31, 2020 (dollars in thousands): March 31, 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 % 760 764 460 463 Promissory Note 4.0 % 80,000 80,446 — — Total $ 80,865 81,315 $ 565 568 Less: Current portion (81,315) (568) Long-term Note, less current portion $ — $ — *Carrying amount includes the accrued interest. As of March 31, 2021 and December 31, 2020, the Company was in compliance with all ratios and covenants. The Company had various debt instruments outstanding as of March 31, 2020. As of March 31, 2020, the total principal amount outstanding was $28.9 million, and the carrying amount, net of debt discounts arising from beneficial conversion features and including accrued interest, was $19.0 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 three months ended March 31, 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 March 31, 2020, the Company recorded interest expense related to these debt instruments of $3.2 million, including amortization of the beneficial conversion features of $2.7 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 three months ended March 31, 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 $25,479 for the three months ended March 31, 2021. $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 three months ended March 31, 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 $46,301 for the three months ended March 31, 2021. $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 three months ended March 31, 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 $53,699 for the three months ended March 31, 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 $0.4 million for the three months ended March 31, 2021. 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 April 10, 2020, the Company borrowed $0.3 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan 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 is currently payable commencing on October 1, 2021, with a final payment due on April 10, 2025. The Company is planning to repay the loan in the next few months. 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 April 3, 2021 and will continue 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. Total interest expense recognized was $1,138 in the three months ended March 31, 2021. |
Stockholders' Equity, Convertib
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | |
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | Note 13. Stockholders’ Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest Convertible Preferred Stock The Board of Directors has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of March 31, 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, and after three years may redeem its investment for the face amount plus 6.0% interest less dividends paid. The redemption feature is neither mandatory nor certain. Due to the redemption feature, the Company has classified the investment outside of permanent equity. The following table summarizes activity for the redeemable non-controlling interest (in thousands): Three months ended March 31, 2021 March 31, 2020 Beginning balance $ 7,485 — Initial investment 7,047 Accretion of dividend 115 106 Loss attributable to non-controlling interest (154) (80) Adjustment to redemption value 154 80 Ending balance $ 7,600 7,153 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 Placement Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333- 252230.) The Company is not obligated to sell any Placement Shares pursuant to the sales agreement. Subject to the terms and conditions of the sales agreement, Roth Capital will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the Nasdaq Stock Market (“Nasdaq,”) to sell the Placement Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose. Sales of the Placement Shares, if any, will be made on Nasdaq at market prices by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended. 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 March 31, 2021, the Company issued 17.6 million shares of common stock and received net proceeds of $53.4 million after deducting $1.7 million commission and transaction fees. 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 March 31, 2020, the Company issued 10.9 million shares of common stock related to the DBOT acquisition, issued 1.5 million shares of common stock related to convertible notes and 1.0 million shares of common stock related to warrant exercise. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 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 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 months ended March 31, 2020, the Company recorded interest expense of $29,918 related to the note. 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 bears 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 months ended March 31, 2020, the Company recorded interest expense of $12,489 related to the convertible promissory note. 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 months ended March 31, 2020, the Company recorded interest expense of $3,493. 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 three months ended June 30, 2020, and recorded the remaining $0.1 million in “Other current liabilities” on its condensed consolidated balance sheet as of March 31, 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 March 31, 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 consolidated balance sheets. As of March 31 2021 and December 31 2020, the Company has payables of $1.0 million and $0.6 million, respectively, due to Dr. Wu and his affiliates and recorded in “Amounts due to related parties” in the consolidated balance sheets. The increase is mainly due to $0.4 million accrued service charges payable to SSSIG for the period from January 1, 2021 through March 31, 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 months ended March 31, 2021, and $0.6 million in “Amount due to related parties” as of March 31, 2021. The Company is in the process of renegotiating the service agreement. (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 $0.3 million due to Glory as result of these payments is recorded in “Amount due to related parties” as of March 31, 2021 and December 31, 2020. (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 March 31, 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 matters. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-Based Compensation | |
Share-Based Compensation | Note 15. As of March 31, 2021, the Company had 25.8 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 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 March 31, 2021, options available for issuance are 23.6 million shares. For the three months ended March 31, 2021 and 2020, total share-based payments expense was $2.0 million and $2.2 million, respectively. (a) Stock Options The following table summarizes stock option activity for the three months ended March 31, 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 1,705,000 3.01 — — Exercised (480,834) 0.54 — — Expired (156,255) 0.53 — — Forfeited (395,830) 0.53 — — Outstanding at March 31, 2021 25,759,497 1.44 7.72 39,294,450 Vested as of March 31, 2021 17,006,683 1.60 6.87 23,226,636 Expected to vest as of March 31, 2021 8,752,814 1.12 9.37 16,067,814 As of March 31, 2021, $8.0 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 1.24 years. The total intrinsic value of shares exercised in the three months ended March 31, 2021 and 2020 was $0.5 million and $0, respectively. The total fair value of shares vested in the three months ended March 31, 2021 and 2020 was $1.9 million and $2.2 million, respectively. Cash received from options exercised in the three months ended March 31, 2021 and 2020 were $0.3 million and $0, respectively. The following table summarizes the assumptions used to estimate the fair values of the share options granted in the three months ended March 31, 2021 and 2020. Three Months Ended March 31, 2021 March 31, 2020 Expected term (in years) 5.51-5.53 — Expected volatility 120%-122 % — % Expected dividend yield — % — % Risk free interest rate 0.51%-1.01 % — % (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 1.36 years. March 31, 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 March 31, 2021, there was $0 of unrecognized compensation cost related to unvested restricted shares. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings (Loss) Per Common Share | |
Earnings (Loss) Per Common Share | Note 16. Earnings (Loss) Per Common Share The following table summarizes the Company’s earnings (loss) per share for the three months ended March 31, 2021 and 2020 (USD in thousands, except per share amounts): Three Months Ended March 31, March 31, 2021 2020 (As restated) Net loss attributable to common stockholders $ (6,412) $ (12,348) Basic weighted average common shares outstanding 391,125,134 157,859,642 Effect of dilutive securities Convertible preferred shares- Series A — — Convertible promissory notes — — Diluted potential common shares 391,125,134 157,859,642 Earnings (loss) per share: Basic $ (0.02) $ (0.08) Diluted $ (0.02) $ (0.08) Basic earnings (loss) per common share attributable to the Company’s shareholders is calculated by dividing the net loss attributable to the Company’s shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive. The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands): March 31, December 31, 2021 2020 Warrants 1,100 900 Options and RSUs 25,844 25,172 Series A Preferred Stock 933 933 DBOT contingent shares 1,013 1,013 Convertible promissory note and interest 16,162 — Total 45,052 28,018 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 17. Income Taxes During the three months ended March 31, 2021 there was an income tax benefit of $7.2 Timios has taxable income reported on certain separate state tax returns and consequently has related state income tax expense. The net state income tax expense for Timios was $0.2 million for the three months ended March 31, 2021. There are no other material income tax expenses or benefits for the three months ended March 31, 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’ 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 months ended March 31, 2020 income tax expense is nil because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a 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 March 31, 2021 and December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 18. 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 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 As previously disclosed, there was a mediation scheduled for April 21 and 22, 2021 for the above-referenced filed civil actions. In the Rudani approval of the Court, for $5,000,000. As to the shareholder derivative cases, the parties have advised the Court in the Southern District of New York that the parties are currently engaged in a dialogue pertaining to settlement. As to the action titled In re Ideanomics, Inc. Securities Litigation SEC Investigation As previously reported, the Company is subject to an investigation by the SEC and continues to respond to various information and document 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 | 3 Months Ended |
Mar. 31, 2021 | |
Concentration of Credit and Foreign Currency Risks | |
Concentration of Credit and Foreign Currency Risks | Note 19. (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 March 31, 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. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurement | |
Fair Value Measurement | Note 20. The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands): March 31, 2021 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ 648 $ 648 Tree Technology - Contingent consideration 2 — — 8,805 8,805 Wave - Contingent consideration 3 — — 7,658 7,658 Note 1 2 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 The following table summarizes the reconciliation of Level 3 fair value measurements (in thousands): Contingent Consideration January 1, 2021 $ 8,960 Addition 7,657 Settlement — Remeasurement loss/(gain) recognized in the statement of operations 494 March 31, 2021 $ 17,111 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Event | |
Subsequent Event | Note 21. Subsequent Events Stock Purchase Agreement with FNL Technologies, Inc. On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL Technologies, Inc., the owner and operator of the social media platform Hoo.be (“FNL,”) pursuant to which Ideanomics made an investment into FNL which included the investment of $2.9 million cash into FNL, the issuance of 105,932 shares of Ideanomics common stock, and the sale of 100% of Grapevine Logic, Inc., a subsidiary of Ideanomics, to FNL. 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 into 30,903 shares of common stock. Ideanomics will have approximately 20% ownership of FNL. FNL will appoint Alfred Poor, Ideanomics’ Chief Executive Officer, to be a member of its board of directors. Stock Purchase Agreement with U.S. Hybrid Corporation On May 12, 2021, Ideanomics entered into an agreement and plan of merger (the “Agreement”) to acquire 100% of privately held U.S. Hybrid Corporation (“U.S. Hybrid”) for an aggregate purchase price of $50.0 million in a combination of $30.0 million of cash and $20.0 million worth of Ideanomics stock as consideration, subject to customary purchase price adjustments set forth in the Agreement. U.S. Hybrid designs, manufactures, and markets integrated power conversion systems for battery electric, fuel cell, and hybrid vehicles, as well as systems for renewable energy generation and storage. The Agreement contains customary representations, warranties, covenants, termination rights and indemnities of the parties. Non-fundamental representations and warranties survive for 18 months following the closing date and fundamental representations and warranties survive either indefinitely or for the statute of limitations. The Agreement also contains mutual indemnification obligations of the parties thereto. The indemnification obligations of the parties are capped at $25.0 million for non-fundamental representations and warranties. The indemnification obligations of the parties for breaches of non-fundamental representations and warranties are subject to a $100,000 deductible, except in the case of fraud. The Agreement contains customary covenants. The Agreement is subject to customary closing conditions, including, among other things, that certain employees of U.S. Hybrid enter into non-competition and solicitation agreements, including one employee who has agreed to a 5 year period of non-competition and non-solicitation. Ideanomics will have agreed to fund $25.0 million in growth capital to U.S. Hybrid over the course of the two years following closing. Under the terms of the Agreement, the stock consideration, $20.0 million of the purchase price, shall be placed in an indemnity escrow to satisfy future indemnification obligations of the parties (if any). Ideanomics has agreed to a performance and retention plan for the benefit of certain U.S. Hybrid’s employees which could result in up to $15.0 million paid to such employees if certain performance targets are achieved over a three year period. Cautionary Note Regarding Forward Looking Statements This Quarterly Report on Form 10-Q/A contains “forward-looking” statements that involve risks and uncertainties. You can identify these statements by the use of forward-looking words such as “may”, “will”, “expect”, “anticipate”, “estimate”, “believe”, “continue”, or other similar words. You should read statements that contain these words carefully because they discuss the Company’s future expectations, contain projections of the Company’s future results of operations or financial condition or state other “forward-looking” information. The Company believes that it is important to communicate its future expectations to its investors. However, these forward-looking statements are not guarantees of future performance and actual results may differ materially from the expectations that are expressed, implied or forecasted in any such forward-looking statements. There may be events in the future that we are unable to accurately predict or control, including weather conditions and other natural disasters which may affect demand for the Company’s products, and the product-development and marketing efforts of its competitors. Examples of these events are more fully described in the Company’s 2020 Form 10-K under Part I. Item 1A. Risk Factors. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents the Company files from time to time with the SEC, particularly its Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, Current Reports on Form 8-K and all amendments to those reports. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 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.”) 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. The Company determined that the error was immaterial to the condensed consolidated financial statements, 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): December 31, December 31, 2020 2020 Account (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 March 31, 2021. |
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 considerations, fair values of financial instruments, intangible assets (including digital currencies) and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Significant Accounting Policies | Significant Accounting Policies For a detailed discussion about Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ consolidated financial statements included in the Company’s 2020 Form 10-K. During the three months ended March 31, 2021, the Company acquired two businesses, Timios Holdings Corp. (“Timios”) and Wireless Advanced Vehicle Electrification, Inc. (“WAVE”) 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 March 31, 2021 were $77.8 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 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. Revenue For product sales, WAVE considers 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, WAVE recognizes revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, WAVE uses 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, WAVE recognizes 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, WAVE also considers 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, WAVE considers 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, WAVE recognizes 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 WAVE’s 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, WAVE 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 WAVE’s 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. WAVE estimates 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 March 31, 2021 is $0.6 million and is included in “Other long-term liabilities” within the condensed consolidated balance sheet. |
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 May 7, 2021, over 156.4 million cases had been reported across the globe, resulting in 3.3 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 for worldwide immunization against COVID-19 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. 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 | 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.” |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13 (“ASU 2016-13”) “ Financial Instruments - Credit Losses” (“ASC 326:”) Measurement of Credit Losses on Financial Instruments 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 Rep_2
Restatement of Previously Reported Condensed Consolidated Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2021 As Previously Reported Adjustment As Restated Reference Assets Cash and cash equivalents $ 355,856 $ — $ 355,856 Accounts receivable, net 5,409 — 5,409 Available for sale security 15,155 — 15,155 Inventory 960 — 960 Prepaid expenses 6,400 — 6,400 Amount due from related parties 245 — 245 Other current assets 479 — 479 Current assets held for sale 7,068 — 7,068 Total current assets 391,572 — 391,572 Property and equipment, net 631 — 631 Intangible assets, net 92,525 (14,710) 77,815 C Goodwill 51,084 8,461 59,545 C Long-term investments 24,179 (178) 24,001 B Operating lease – right of use assets 9,338 (6,869) 2,469 * Other noncurrent assets 569 6,869 7,438 * Total assets $ 569,898 $ (6,427) $ 563,471 Liabilities and Stockholders’ Equity Accounts payable $ 9,978 $ — $ 9,978 Deferred revenue 2,225 — 2,225 Accrued salaries 4,831 — 4,831 Due to related party 1,235 — 1,235 Other current liabilities 7,112 135 7,247 *, E Current portion of lease liabilities 955 (318) 637 * Current contingent consideration 8,481 — 8,481 Note payable 869 — 869 Note payable – related party — — — Convertible promissory note to third parties 80,446 — 80,446 Asset retirement obligations 4,653 — 4,653 Total current liabilities 120,785 (183) 120,602 Asset retirement obligations — — — Deferred tax liabilities 1,290 (406) 884 C, D, E Operating lease liability – long term 8,485 (6,659) 1,826 * Non-current contingent consideration 8,630 — 8,630 Other long-term liabilities 1,175 6,659 7,834 * Total liabilities 140,365 (589) 139,776 Convertible redeemable preferred stock and Redeemable non-controlling interest: Series A Preferred stock 1,262 — 1,262 Redeemable non-controlling interest 7,600 — 7,600 Stockholders’ equity Preferred stock — — — Common stock, 419 — 419 Additional paid-in capital 761,155 — 761,155 Accumulated deficit (347,457) (5,838) (353,295) Accumulated other comprehensive income 784 — 784 Total IDEX stockholders’ equity 414,901 (5,838) 409,063 Noncontrolling interests 5,770 — 5,770 Total stockholders’ equity 420,671 — 414,833 Total liabilities and stockholders’ equity $ 569,898 $ (6,427) $ 563,471 * Represents revision for immaterial error correction – see Note 1. Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2021 As Restatement As Reported ** Adjustments Restated Reference Revenue - sales of products $ 4,547 $ — $ 4,547 Revenue - sales of services 28,162 (2,770) 25,392 A Total Revenue 32,709 (2,770) 29,939 Cost of revenue - sales of products 4,354 — 4,354 Cost of revenue - sales of services 17,513 (2,770) 14,743 A Total Cost of revenue 21,867 (2,770) 19,097 Gross Profit 10,842 — 10,842 Operating Expenses Selling, general and administrative 12,005 (154) 11,851 (1) Research and development 10 — 10 Professional fees 5,168 — 5,168 Impairment losses — — — Change -fair value of contingent consideration 494 — 494 Litigation settlement 5,000 — 5,000 Depreciation and amortization 1,128 — 1,128 Total operating expenses 23,805 (154) 23,651 Loss from operations (12,963) 154 (12,809) Interest and other expense: Interest expense, net (417) — (417) Loss on disposal of subsidiaries (212) — (212) Conversion expense — — — Gain on measurement of investments — — — Other income (expense), net (2) (154) (156) (1) Loss before income taxes and non-controlling interest (13,594) — (13,594) Income tax benefit 12,916 (5,660) 7,256 C,D,E Equity in loss of equity method investees (59) (178) (237) B Net loss (737) (5,838) (6,575) Deemed dividend related to warrant repricing — — — Net loss attributable to common shareholders (737) (5,838) (6,575) Net loss attributable to non-controlling interest 163 — 163 Net loss attributable to IDEX common shareholders $ (574) $ (5,838) $ (6,412) Earnings per share, basic & fully diluted $ (0.00) $ — $ (0.02) Weighted average number of common shares 391,131,793 0 391,131,793 ** Reflects the presentation of equity in loss of equity method as a separate financial statement caption below income tax benefit. (1) Reflects immaterial error correction for the classification of other income. Condensed Consolidated Statement of Comprehensive Income (Loss) for the Three Months ended March 31, 2021 As Restatement As Reported Adjustments Restated Notes Net loss $ (737) $ (5,838) $ (6,575) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (860) — (860) Comprehensive loss (1,597) (5,838) (7,435) Comprehensive loss (gain) attributable to non-controlling interest 552 — 552 Comprehensive loss attributable to IDEX $ (1,045) (5,838) $ (6,883) Condensed Consolidated Statement of Equity for the Three Months Ended March 31, 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 Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2021 As Restatement As Reported Adjustments Restated Notes Cash flows from operating activities: Net loss $ (737) $ (5,838) $ (6,575) B, C, D,E Adjustments to reconcile net loss to net cash provided by operating activities: Share-based compensation 2,040 — 2,040 Depreciation and amortization 1,128 — 1,128 Non-cash interest expense 417 — 417 Allowance for doubtful accounts — — — Litigation settlement 5,000 (5,000) — (1) Income tax benefit (13,281) 5,660 (7,621) C,D,E Loss on disposal of subsidiaries 212 — 212 Equity in losses of equity method investees 59 178 237 B Issuance of common stock for professional fees — 1,162 1,162 (1) Gain on extinguishment of liability — — — Gain on remeasurement of investment — — — Impairment losses — — — Settlement of ROU operating lease liabilities — — — Change in fair value of contingent consideration 494 — 494 Change in assets and liabilities: Accounts receivable 2,600 — 2,600 Inventory 117 — 117 Prepaid expenses and other assets 1,653 1,653 Accounts payable 2,438 2,438 Deferred revenue (613) (613) Amount due to related parties 348 348 Accrued expenses, salary and other current liabilities 696 3,838 4,534 (1) Net cash provided by operating activities 2,571 — 2,571 Cash flows from investing activities: Acquisition of property and equipment (157) (157) Disposal of subsidiaries — — Acquisition of subsidiaries (55,265) (55,265) Investment in long-term investment (15,707) (15,707) Notes receivable — — Investment in debt securities (15,000) (15,000) Net cash used in investing activities (86,129) — (86,129) Cash flows from financing activities Proceeds from issuance of convertible notes 220,000 220,000 Proceeds from exercise of options and warrants 53,659 53,659 Proceeds from noncontrolling interest shareholder — — Borrowings from SBA PPP — — Repayment of amounts due to related parties — — Net cash provided by financing activities 273,659 — 273,659 Effect of exchange rate changes on cash (9) (9) Net increase in cash and cash equivalents 190,092 — 190,092 Cash and cash equivalents - beginning of period 165,764 — 165,764 Cash and cash equivalents - end of period $ 355,856 — $ 355,856 (1) Reflects immaterial error corrections for the classification of certain operating activities. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, March 31, 2021 2020 (As restated) Geographic Markets Malaysia $ 7 $ 3 USA 26,876 323 PRC 3,056 52 Total $ 29,939 $ 378 Product or Service Electric vehicles* $ 3,019 $ 55 Charging and batteries* 1,882 — Title and escrow services 24,841 — Digital advertising services and other 197 323 Total $ 29,939 $ 378 Timing of Revenue Recognition Products and services transferred at a point in time $ 29,554 $ 378 Services provided over time 385 — Total $ 29,939 $ 378 * |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 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 Timios and Wave acquisitions (in thousands): Timios WAVE (As restated) (As restated) Purchase Price Cash paid at closing, including working capital estimates $ 46,576 $ 15,000 Fair value of common stock — 32,377 Fair value of contingent consideration — 7,657 Total purchase consideration $ 46,576 $ 55,034 Purchase Price Allocation Assets acquired Current assets 7,292 2,130 Property, plant and equipment 429 — Other assets 48 — Intangible assets – tradename 7,780 12,630 Intangible assets – lender relationships 14,790 — Intangible assets – patents — 13,000 Intangible assets – licenses 1,000 — Indefinite lived title plant 500 — Goodwill 24,252 34,142 Total assets acquired 56,091 61,902 Liabilities assumed: Current liabilities (4,306) (3,778) Deferred tax liability (5,209) (3,090) Total liabilities assumed (9,515) (6,868) Net assets acquired $ 46,576 $ 55,034 Timios WAVE Intangible assets – tradename 15 15 Intangible assets – lender relationships 7 — Intangible assets – patents — 14 Intangible assets – licenses 15 — Weighted average useful life 10 14.5 |
Schedule of estimated amortization expense related to intangible assets | 2021 remaining $ 3,551 2022 4,469 2023 4,469 2024 4,469 2025 4,469 2026 and beyond 26,990 Total $ 48,417 Amortization to be recognized Years ending December 31, (As restated) 2021 (excluding the three months ended March 31, 2021) $ 4,059 2022 5,127 2023 4,789 2024 4,789 2025 4,789 2026 and thereafter 53,403 Total $ 76,956 |
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 Three Months Ended March 31, Ended March 31, 2021 2020 (Amounts in thousands, except per share and share data) Total revenue $ 31,379 $ 13,898 Net loss attributable to IDEX common shareholders (6,552) (12,058) Earnings (loss) per share Basic and Diluted $ (0.02) $ (0.07) Weighted average shares outstanding Basic and Diluted 393,191,290 170,448,990 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 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): March 31, December 31, 2021 2020 Accounts receivable $ 6,625 $ 8,619 Less: allowance for doubtful accounts (1,216) (1,219) Accounts receivable, net $ 5,409 $ 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): March 31, December 31, 2021 2020 Balance at the beginning of the period $ (1,219) $ — Decrease in the allowance for doubtful accounts 3 (1,219) Balance at the end of the period $ (1,216) $ (1,219) |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property and Equipment, net | |
Schedule of property and equipment | The following table summarizes the Company’s property and equipment (in thousands): March 31, December 31, 2021 2020 Furniture and office equipment $ 568 $ 315 Vehicle 247 229 Leasehold improvements 339 246 Total property and equipment 1,154 790 Less: accumulated depreciation (523) (460) Property and equipment, net 631 330 Fintech Village Land — 2,750 Assets retirement obligations - environmental remediation — 4,500 Construction in progress (Fintech Village) — 7,250 Property and Equipment, net $ 631 $ 7,580 |
Schedule of asset retirement obligation | The following table summarizes the activity in the asset retirement obligation for the three months ended March 31, 2021 (in thousands): January 1, Liabilities Remediation Accretion March 31, 2021 Incurred Performed Expense Revisions 2021 Asset retirement obligation $ 4,653 $ — $ — $ — $ — $ 4,653 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets | |
Schedule of changes in carrying amount of goodwill | (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 Acquisitions 49,933 Adjustment (see Note 2. Restatement of Previously Reported Condensed Consolidated Financial Statements) 8,461 Effect of change in foreign currency exchange rates (14) Balance as of March 31, 2021 $ 59,545 |
Schedule of amortizing and indefinite lived intangible assets | The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): March 31, 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) 1.8 $ 1,137 $ (546) $ 591 $ 1,137 $ (462) $ 675 Customer contract (a) 0.4 500 (431) 69 500 (389) 111 Continuing membership agreement (b) 18.3 1,179 (626) 553 1,179 (619) 560 Trade name (a) 12.4 110 (19) 91 110 (17) 93 Technology platform (a) 0.8 290 (145) 145 290 (97) 193 Land use rights (c) 97.8 27,298 (207) 27,091 28,162 (142) 28,020 Timios licenses (d) 14.8 1,000 (15) 985 — — — Timios tradename (d) 14.8 7,780 (109) 7,671 — — — Timios lender relationships (d) 6.8 14,790 (332) 14,458 — — — WAVE tradename (f) 39.8 13,000 (153) 12,847 — — — WAVE patents (f) 14.8 12,630 (174) 12,456 — — — Total 79,714 (2,757) 76,956 31,378 (1,726) 29,652 Indefinite lived intangible assets Timios Title plant (d) 500 500 Website name 25 — 25 25 — 25 Timios software in development (e) — 305 — 305 — — — Patent 28 — 28 28 — 28 Total $ 80,572 $ (2,757) $ 77,815 $ 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. 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 first quarter of 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. |
Schedule of estimated amortization expense related to intangible assets | 2021 remaining $ 3,551 2022 4,469 2023 4,469 2024 4,469 2025 4,469 2026 and beyond 26,990 Total $ 48,417 Amortization to be recognized Years ending December 31, (As restated) 2021 (excluding the three months ended March 31, 2021) $ 4,059 2022 5,127 2023 4,789 2024 4,789 2025 4,789 2026 and thereafter 53,403 Total $ 76,956 |
Long-term Investments (Tables)
Long-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Long-term Investments | |
Schedule of long-term investments | The following table summarizes the Company’s long-term investments (in thousands): March 31, December 31, 2021 2020 (As restated) (As revised) Non-marketable equity investments $ 4,778 $ 6,014 Equity method investments 19,223 2,556 Total $ 24,001 $ 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): March 31, 2021 (As restated) Income (loss) Impairment Dilution loss January 1, 2021 Addition on investment losses Disposal due to investee share issuance March 31, 2021 Solectrac (a) $ 2,556 $ — $ (59) $ — $ — $ (31) $ 2,466 TM2 (b) 1,227 2,153 (178) — — — 3,202 Energica (c) — 13,555 — — — — 13,555 Total $ 3,783 $ 15,707 $ (237) $ — $ — $ (31) $ 19,223 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Schedule of components of lease expense | The following table summarizes the components of lease expense (in thousands): Three Months Ended March 31, 2021 March 31, 2020 (As restated) Operating lease cost $ 169 $ 487 Short-term lease cost 88 85 Sublease income — (32) Total $ 257 $ 540 The following table summarizes supplemental information related to leases (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 165 $ 553 Right of use assets obtained in exchange for new operating lease liabilities 1,763 322 |
Schedule of maturity of operating lease liability | The following table summarizes the maturity of operating lease liabilities (in thousands): Leased Property Costs Years ending December 31 (As restated) 2021 $ 605 2022 648 2023 575 2024 252 2025 190 2026 and thereafter 406 Total lease payments 2,675 Less: interest (213) Total $ 2,462 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Promissory Notes | |
Schedule of of outstanding convertible notes | March 31, 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 % 760 764 460 463 Promissory Note 4.0 % 80,000 80,446 — — Total $ 80,865 81,315 $ 565 568 Less: Current portion (81,315) (568) Long-term Note, less current portion $ — $ — |
Stockholders' Equity, Convert_2
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest (Tables) | 3 Months Ended |
Mar. 31, 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): Three months ended March 31, 2021 March 31, 2020 Beginning balance $ 7,485 — Initial investment 7,047 Accretion of dividend 115 106 Loss attributable to non-controlling interest (154) (80) Adjustment to redemption value 154 80 Ending balance $ 7,600 7,153 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-Based Compensation | |
Schedule of stock option activity | 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 1,705,000 3.01 — — Exercised (480,834) 0.54 — — Expired (156,255) 0.53 — — Forfeited (395,830) 0.53 — — Outstanding at March 31, 2021 25,759,497 1.44 7.72 39,294,450 Vested as of March 31, 2021 17,006,683 1.60 6.87 23,226,636 Expected to vest as of March 31, 2021 8,752,814 1.12 9.37 16,067,814 |
Schedule of assumptions used to estimate the fair values of share options granted | Three Months Ended March 31, 2021 March 31, 2020 Expected term (in years) 5.51-5.53 — Expected volatility 120%-122 % — % Expected dividend yield — % — % Risk free interest rate 0.51%-1.01 % — % |
Schedule of warrants outstanding and exercisable | March 31, 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) | 3 Months Ended |
Mar. 31, 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 months ended March 31, 2021 and 2020 (USD in thousands, except per share amounts): Three Months Ended March 31, March 31, 2021 2020 (As restated) Net loss attributable to common stockholders $ (6,412) $ (12,348) Basic weighted average common shares outstanding 391,125,134 157,859,642 Effect of dilutive securities Convertible preferred shares- Series A — — Convertible promissory notes — — Diluted potential common shares 391,125,134 157,859,642 Earnings (loss) per share: Basic $ (0.02) $ (0.08) Diluted $ (0.02) $ (0.08) |
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): March 31, December 31, 2021 2020 Warrants 1,100 900 Options and RSUs 25,844 25,172 Series A Preferred Stock 933 933 DBOT contingent shares 1,013 1,013 Convertible promissory note and interest 16,162 — Total 45,052 28,018 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurement | |
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): March 31, 2021 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ 648 $ 648 Tree Technology - Contingent consideration 2 — — 8,805 8,805 Wave - Contingent consideration 3 — — 7,658 7,658 Note 1 2 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 |
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 7,657 Settlement — Remeasurement loss/(gain) recognized in the statement of operations 494 March 31, 2021 $ 17,111 |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Details) $ in Millions | May 07, 2021USD ($) | Mar. 31, 2021USD ($) |
Business Acquisition [Line Items] | ||
Total number of cases in Covid-19 report across the globe | 156.4 | |
Number of deaths cases in Covid-19 | 3.3 | |
Capitalized of software development costs | $ 0.3 | |
Escrow trust balances | 77.8 | |
Warranty liability | $ 0.6 | |
Software Development Costs | ||
Business Acquisition [Line Items] | ||
Estimated useful life | three years |
Restatement of Previously Rep_3
Restatement of Previously Reported Condensed Consolidated Financial Statements - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Assets. | ||||
Cash and cash equivalents | $ 355,856 | $ 165,764 | ||
Accounts receivable, net | 5,409 | 7,400 | ||
Available for sale security | 15,155 | |||
Inventory | 960 | |||
Prepaid expenses | 6,400 | 2,629 | ||
Amount due from related parties | 245 | 240 | ||
Other current assets | 479 | 3,726 | ||
Current assets held for sale | 7,068 | |||
Total current assets | 391,572 | 179,759 | ||
Property and equipment, net | 631 | 330 | ||
Intangible assets, net | 77,815 | 29,705 | ||
Goodwill | 59,545 | 1,165 | $ 23,344 | |
Long-term investments | 24,001 | 8,570 | ||
Operating lease right of use assets | 2,469 | 155 | ||
Other non-current assets | 7,438 | 7,478 | ||
Total assets | 563,471 | 234,412 | ||
Liabilities and Stockholders' Equity | ||||
Accounts payable | 9,978 | 5,057 | ||
Deferred revenue | 2,225 | 1,129 | ||
Accrued salaries | 4,831 | 1,750 | ||
Due to related party | 1,235 | 882 | ||
Other current liabilities | 7,247 | 2,235 | ||
Current portion of operating lease liabilities | 637 | 115 | ||
Current contingent consideration | 8,481 | 1,325 | ||
Note payable | 869 | |||
Convertible promissory note to third parties | 80,446 | |||
Asset retirement obligations | 4,653 | |||
Total current liabilities | 120,602 | 13,061 | ||
Asset retirement obligations | 4,653 | |||
Deferred tax liabilities | 884 | |||
Operating lease liability-long term | 1,826 | 19 | ||
Non-current contingent consideration | 8,630 | 7,635 | ||
Other long-term liabilities | 7,834 | 7,275 | ||
Total liabilities | 139,776 | 32,643 | ||
Convertible redeemable preferred stock and Redeemable non-controlling interest: | ||||
Series A Preferred stock | 1,262 | 1,262 | ||
Redeemable non-controlling interest | 7,600 | 7,485 | ||
Common stock | 419 | 345 | ||
Additional paid-in capital | 761,155 | 531,866 | ||
Accumulated deficit | (353,295) | (346,883) | ||
Accumulated other comprehensive income | 784 | 1,256 | ||
Total IDEX shareholder's equity | 409,063 | 186,584 | ||
Non-controlling interest | 5,770 | 6,438 | ||
Total equity | 414,833 | 193,022 | $ 45,468 | $ 58,737 |
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | 563,471 | 234,412 | ||
As Previously Reported | ||||
Assets. | ||||
Cash and cash equivalents | 355,856 | |||
Accounts receivable, net | 5,409 | |||
Available for sale security | 15,155 | |||
Inventory | 960 | |||
Prepaid expenses | 6,400 | |||
Amount due from related parties | 245 | |||
Other current assets | 479 | |||
Current assets held for sale | 7,068 | |||
Total current assets | 391,572 | |||
Property and equipment, net | 631 | |||
Intangible assets, net | 92,525 | |||
Goodwill | 51,084 | |||
Long-term investments | 24,179 | |||
Operating lease right of use assets | 9,338 | |||
Other non-current assets | 569 | |||
Total assets | 569,898 | |||
Liabilities and Stockholders' Equity | ||||
Accounts payable | 9,978 | |||
Deferred revenue | 2,225 | |||
Accrued salaries | 4,831 | |||
Due to related party | 1,235 | |||
Other current liabilities | 7,112 | |||
Current portion of operating lease liabilities | 955 | |||
Current contingent consideration | 8,481 | |||
Note payable | 869 | |||
Convertible promissory note to third parties | 80,446 | |||
Asset retirement obligations | 4,653 | |||
Total current liabilities | 120,785 | |||
Deferred tax liabilities | 1,290 | |||
Operating lease liability-long term | 8,485 | |||
Non-current contingent consideration | 8,630 | |||
Other long-term liabilities | 1,175 | |||
Total liabilities | 140,365 | |||
Convertible redeemable preferred stock and Redeemable non-controlling interest: | ||||
Series A Preferred stock | 1,262 | |||
Redeemable non-controlling interest | 7,600 | |||
Common stock | 419 | |||
Additional paid-in capital | 761,155 | |||
Accumulated deficit | (347,457) | |||
Accumulated other comprehensive income | 784 | |||
Total IDEX shareholder's equity | 414,901 | |||
Non-controlling interest | 5,770 | |||
Total equity | 420,671 | $ 420,671 | ||
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | 569,898 | |||
Adjustment | ||||
Assets. | ||||
Intangible assets, net | (14,710) | |||
Goodwill | 8,461 | |||
Long-term investments | (178) | |||
Operating lease right of use assets | (6,869) | |||
Other non-current assets | 6,869 | |||
Total assets | (6,427) | |||
Liabilities and Stockholders' Equity | ||||
Other current liabilities | 135 | |||
Current portion of operating lease liabilities | (318) | |||
Total current liabilities | (183) | |||
Deferred tax liabilities | (406) | |||
Operating lease liability-long term | (6,659) | |||
Other long-term liabilities | 6,659 | |||
Total liabilities | (589) | |||
Convertible redeemable preferred stock and Redeemable non-controlling interest: | ||||
Accumulated deficit | (5,838) | |||
Total IDEX shareholder's equity | (5,838) | |||
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | $ (6,427) |
Restatement of Previously Rep_4
Restatement of Previously Reported Condensed Consolidated Financial Statements - Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Total revenue | $ 29,939 | $ 378 |
Total cost of revenue | 19,097 | 334 |
Gross profit | 10,842 | 44 |
Operating expenses: | ||
Selling, general and administrative expense | 11,851 | 5,827 |
Research and development expense | 10 | |
Professional fees | 5,168 | 1,757 |
Impairment losses | 887 | |
Change in fair value of contingent consideration, net | 494 | 532 |
Litigation settlement | 5,000 | |
Depreciation and amortization | 1,128 | 476 |
Total operating expenses | 23,651 | 9,479 |
Loss from operations | (12,809) | (9,435) |
Interest and other expense: | ||
Interest expense, net | (417) | (3,156) |
Loss on disposal of subsidiaries | (212) | |
Other expense | (156) | (26) |
Loss before income taxes and non-controlling interest | (13,594) | (12,617) |
Income tax benefit | 7,256 | |
Equity in loss of equity method investees | (237) | (3) |
Net loss | (6,575) | (12,620) |
Net loss attributable to common stockholders | (6,575) | (12,348) |
Net loss attributable to non-controlling interest | 163 | 272 |
Net loss attributable to IDEX common shareholders | $ (6,412) | $ (12,348) |
Basic (in dollars per shares) | $ (0.02) | $ (0.08) |
Diluted (in dollars per shares) | $ (0.02) | $ (0.08) |
Basic (in shares) | 391,131,793 | 157,859,642 |
Diluted (in shares) | 391,131,793 | 157,859,642 |
Sale of products | ||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Total revenue | $ 4,547 | $ 3 |
Total cost of revenue | 4,354 | 2 |
Sale of services | ||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Total revenue | 25,392 | 375 |
Total cost of revenue | 14,743 | $ 332 |
As Previously Reported | ||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Total revenue | 32,709 | |
Total cost of revenue | 21,867 | |
Gross profit | 10,842 | |
Operating expenses: | ||
Selling, general and administrative expense | 12,005 | |
Research and development expense | 10 | |
Professional fees | 5,168 | |
Change in fair value of contingent consideration, net | 494 | |
Litigation settlement | 5,000 | |
Depreciation and amortization | 1,128 | |
Total operating expenses | 23,805 | |
Loss from operations | (12,963) | |
Interest and other expense: | ||
Interest expense, net | (417) | |
Loss on disposal of subsidiaries | (212) | |
Other expense | (2) | |
Loss before income taxes and non-controlling interest | (13,594) | |
Income tax benefit | 12,916 | |
Equity in loss of equity method investees | (59) | |
Net loss | (737) | |
Net loss attributable to common stockholders | (737) | |
Net loss attributable to non-controlling interest | 163 | |
Net loss attributable to IDEX common shareholders | $ (574) | |
Basic (in dollars per shares) | $ 0 | |
Diluted (in dollars per shares) | $ 0 | |
Basic (in shares) | 391,131,793 | |
Diluted (in shares) | 391,131,793 | |
As Previously Reported | Sale of products | ||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Total revenue | $ 4,547 | |
Total cost of revenue | 4,354 | |
As Previously Reported | Sale of services | ||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Total revenue | 28,162 | |
Total cost of revenue | 17,513 | |
Adjustment | ||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Total revenue | (2,770) | |
Total cost of revenue | (2,770) | |
Operating expenses: | ||
Selling, general and administrative expense | (154) | |
Litigation settlement | (5,000) | |
Total operating expenses | (154) | |
Loss from operations | 154 | |
Interest and other expense: | ||
Other expense | (154) | |
Income tax benefit | (5,660) | |
Equity in loss of equity method investees | (178) | |
Net loss | (5,838) | |
Net loss attributable to common stockholders | (5,838) | |
Net loss attributable to IDEX common shareholders | $ (5,838) | |
Basic (in shares) | 0 | |
Diluted (in shares) | 0 | |
Adjustment | Sale of services | ||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Total revenue | $ (2,770) | |
Total cost of revenue | $ (2,770) |
Restatement of Previously Rep_5
Restatement of Previously Reported Condensed Consolidated Financial Statements - Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Net loss | $ (6,575) | $ (12,620) |
Other comprehensive income (loss), net of nil tax: | ||
Foreign currency translation adjustments | (860) | 7 |
Comprehensive loss | (7,435) | (12,613) |
Comprehensive loss (gain) attributable to non-controlling interest | 552 | (249) |
Comprehensive loss attributable to IDEX common shareholders | (6,883) | $ (12,862) |
As Previously Reported | ||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Net loss | (737) | |
Other comprehensive income (loss), net of nil tax: | ||
Foreign currency translation adjustments | (860) | |
Comprehensive loss | (1,597) | |
Comprehensive loss (gain) attributable to non-controlling interest | 552 | |
Comprehensive loss attributable to IDEX common shareholders | (1,045) | |
Adjustment | ||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Net loss | (5,838) | |
Other comprehensive income (loss), net of nil tax: | ||
Comprehensive loss | (5,838) | |
Comprehensive loss attributable to IDEX common shareholders | $ (5,838) |
Restatement of Previously Rep_6
Restatement of Previously Reported Condensed Consolidated Financial Statements - Statement of Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | $ 193,022 | $ 58,737 | |
Equity method investment | 19,223 | $ 3,783 | |
Income tax effects | (7,256) | ||
Balance | 414,833 | 45,468 | |
Adjustment | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Equity method investment | (178) | ||
Income tax effects | 5,660 | ||
As Previously Reported | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | 420,671 | ||
Income tax effects | (12,916) | ||
Balance | 420,671 | ||
Common Stock | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | $ 345 | $ 150 | |
Balance (in shares) | 344,861,295 | 149,692,953 | |
Balance | $ 419 | $ 163 | |
Balance (in shares) | 419,469,800 | 163,460,045 | |
Common Stock | As Previously Reported | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | $ 419 | ||
Balance (in shares) | 419,469,800 | ||
Additional Paid-in Capital | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | $ 531,866 | $ 282,554 | |
Balance | 761,155 | 293,345 | |
Additional Paid-in Capital | As Previously Reported | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | 761,155 | ||
Accumulated (Deficit) | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | (346,883) | (248,481) | |
Balance | (353,295) | (260,829) | |
Accumulated (Deficit) | Adjustment | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Equity method investment | (178) | ||
Income tax effects | (5,660) | ||
Accumulated (Deficit) | As Previously Reported | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | (347,457) | ||
Accumulated Other Comprehensive Income (Loss) | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | 1,256 | (664) | |
Balance | 784 | (680) | |
Accumulated Other Comprehensive Income (Loss) | As Previously Reported | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | 784 | ||
Ideanomics Shareholders' equity | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | 186,584 | 33,559 | |
Balance | 409,063 | 31,999 | |
Ideanomics Shareholders' equity | Adjustment | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Equity method investment | (178) | ||
Income tax effects | (5,660) | ||
Ideanomics Shareholders' equity | As Previously Reported | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | 414,901 | ||
Non-controlling Interest | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | 6,438 | 25,178 | |
Balance | 5,770 | $ 13,469 | |
Non-controlling Interest | As Previously Reported | |||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Balance | $ 5,770 |
Restatement of Previously Rep_7
Restatement of Previously Reported Condensed Consolidated Financial Statements - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (6,575) | $ (12,620) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | |||
Share-based compensation | 2,040 | 2,202 | |
Depreciation and amortization | 1,128 | 476 | |
Non-cash interest expense | 417 | 3,156 | |
Litigation settlement | 5,000 | ||
Income tax benefit | (7,621) | ||
Loss on disposal of subsidiaries, net | 212 | ||
Equity in losses of equity method investees | 237 | 3 | |
Issuance of Common Stock for Professional Fees | 1,162 | ||
Impairment losses | 887 | ||
Change in fair value of contingent consideration | 494 | 532 | |
Change in assets and liabilities (net of amounts acquired): | |||
Accounts receivable | 2,600 | 571 | |
Inventory | 117 | ||
Prepaid expenses and other assets | 1,653 | 1,928 | |
Accounts payable | 2,438 | 275 | |
Deferred revenue | (613) | 23 | |
Amount due to related parties (interest) | 348 | 856 | |
Accrued expenses, salary and other current liabilities | 4,534 | (2,147) | |
Net cash provided by (used in) operating activities | 2,571 | (3,858) | |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (157) | (15) | |
Acquisition of subsidiaries, net of cash acquired | (55,265) | ||
Investments in long term investment | (15,707) | ||
Investment in debt securities | (15,000) | ||
Net cash used in investing activities | (86,129) | (15) | |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible notes | 220,000 | 2,000 | |
Proceeds from exercise of warrants and issuance of common stocks | 53,659 | 1,000 | |
Proceeds from noncontrolling interest shareholder | 7,147 | ||
Repayment of amounts due to related parties | (2,999) | ||
Net cash provided by financing activities | 273,659 | 7,148 | |
Effect of exchange rate changes on cash | (9) | 6 | |
Net increase in cash and cash equivalents | 190,092 | 3,281 | |
Cash and cash equivalents at the beginning of the period | 165,764 | 2,633 | $ 2,633 |
Cash and cash equivalents at the end of the period | 355,856 | $ 5,914 | 165,764 |
As Previously Reported | |||
Cash flows from operating activities: | |||
Net loss | (737) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | |||
Share-based compensation | 2,040 | ||
Depreciation and amortization | 1,128 | ||
Non-cash interest expense | 417 | ||
Litigation settlement | 5,000 | ||
Income tax benefit | (13,281) | ||
Loss on disposal of subsidiaries, net | 212 | ||
Equity in losses of equity method investees | 59 | ||
Change in fair value of contingent consideration | 494 | ||
Change in assets and liabilities (net of amounts acquired): | |||
Accounts receivable | 2,600 | ||
Inventory | 117 | ||
Prepaid expenses and other assets | 1,653 | ||
Accounts payable | 2,438 | ||
Deferred revenue | (613) | ||
Amount due to related parties (interest) | 348 | ||
Accrued expenses, salary and other current liabilities | 696 | ||
Net cash provided by (used in) operating activities | 2,571 | ||
Cash flows from investing activities: | |||
Acquisition of property and equipment | (157) | ||
Acquisition of subsidiaries, net of cash acquired | (55,265) | ||
Investments in long term investment | (15,707) | ||
Investment in debt securities | (15,000) | ||
Net cash used in investing activities | (86,129) | ||
Cash flows from financing activities: | |||
Proceeds from issuance of convertible notes | 220,000 | ||
Proceeds from exercise of warrants and issuance of common stocks | 53,659 | ||
Net cash provided by financing activities | 273,659 | ||
Effect of exchange rate changes on cash | (9) | ||
Net increase in cash and cash equivalents | 190,092 | ||
Cash and cash equivalents at the beginning of the period | 165,764 | ||
Cash and cash equivalents at the end of the period | 355,856 | $ 165,764 | |
Adjustment | |||
Cash flows from operating activities: | |||
Net loss | (5,838) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | |||
Litigation settlement | (5,000) | ||
Income tax benefit | 5,660 | ||
Equity in losses of equity method investees | 178 | ||
Issuance of Common Stock for Professional Fees | 1,162 | ||
Change in assets and liabilities (net of amounts acquired): | |||
Accrued expenses, salary and other current liabilities | $ 3,838 |
Fuzhou Note Receivable (Details
Fuzhou Note Receivable (Details) - 1 months ended May 31, 2020 ¥ in Millions, $ in Millions | USD ($) | CNY (¥) |
Zhu Note Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Recorded reserve | $ 0.5 | |
Fuzhou Note Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable provided | 3 | ¥ 0.4 |
Notes receivable | $ 3.3 | ¥ 0.5 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 29,939 | $ 378 |
Geographic Markets | ||
Disaggregation of Revenue [Line Items] | ||
Total | 29,939 | 378 |
Geographic Markets | Malaysia | ||
Disaggregation of Revenue [Line Items] | ||
Total | 7 | 3 |
Geographic Markets | USA | ||
Disaggregation of Revenue [Line Items] | ||
Total | 26,876 | 323 |
Geographic Markets | PRC | ||
Disaggregation of Revenue [Line Items] | ||
Total | 3,056 | 52 |
Segments | ||
Disaggregation of Revenue [Line Items] | ||
Total | 29,939 | 378 |
Segments | Electric vehicles | ||
Disaggregation of Revenue [Line Items] | ||
Total | 3,019 | 55 |
Segments | Charging and batteries | ||
Disaggregation of Revenue [Line Items] | ||
Total | 1,882 | |
Segments | Title and escrow services | ||
Disaggregation of Revenue [Line Items] | ||
Total | 24,841 | |
Segments | Digital advertising services and other | ||
Disaggregation of Revenue [Line Items] | ||
Total | 197 | 323 |
Timing of Revenue Recognition | ||
Disaggregation of Revenue [Line Items] | ||
Total | 29,939 | 378 |
Timing of Revenue Recognition | Products and services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total | 29,554 | $ 378 |
Timing of Revenue Recognition | Services provided over time | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 385 |
Available for Sale Security (De
Available for Sale Security (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 28, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | |||
Principal amount | $ 80,865 | $ 565 | |
Convertible Promissory Note | Silk EV | |||
Debt Securities, Available-for-sale [Line Items] | |||
Equity method investment | $ 15,000 | ||
Principal amount | $ 15,000 | ||
Interest rate of convertible note | 6.00% |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Details) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Amer Global Technology Limited [Member] | ||
Acquisitions and Divestitures | ||
Ownership interest disposed | 10.00% | |
Fintalk Media Inc. [Member] | ||
Acquisitions and Divestitures | ||
Ownership interest disposed | 10.00% |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Timios Holdings Corp. (Details) - USD ($) $ in Thousands | Jan. 08, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Acquisitions and Divestitures | |||
Escrow trust balances | $ 77,800 | ||
Revenue | 29,939 | $ 378 | |
Net income | $ (6,412) | $ (12,348) | |
Timios Holdings Corp | |||
Acquisitions and Divestitures | |||
Percentage of voting equity interests acquired | 100.00% | ||
Business combination, purchase price | $ 40,000 | ||
Net of cash acquired | 6,500 | ||
Escrow trust balances | 5,100 | ||
Revenue | 24,800 | ||
Net income | $ 3,400 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Wireless Advanced Vehicle Electrification, Inc. (Details) - USD ($) $ in Thousands, shares in Millions | Jan. 15, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Acquisitions and Divestitures | ||||
Escrow trust balances | $ 77,800 | $ 77,800 | ||
Gross profit margins | 10,842 | $ 44 | ||
Revenue | 29,939 | 378 | ||
Net income | (6,412) | $ (12,348) | ||
WAVE Acquisition | ||||
Acquisitions and Divestitures | ||||
Percentage of voting equity interests acquired | 100.00% | |||
Business combination, purchase price | $ 55,000 | |||
Purchase price on cash | $ 15,000 | $ 15,000 | ||
Number of common stock issued | 12.6 | 2.4 | ||
Common shares as contingent consideration as of the acquisition | $ 7,700 | |||
Business Acquisition, Equity Interest Issued or Issuable, Value | 40,000 | |||
Escrow trust balances | 5,000 | |||
Gross profit margins | $ 10,000 | |||
Common stock be held back at closing, shares | 3.6 | |||
Payment of additional purchase price | $ 30,000 | |||
Revenue | 1,800 | |||
Net income | $ 600 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Provisional estimates of acquisition date fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Jan. 15, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Purchase Price Allocation | ||||
Goodwill | $ 59,545 | $ 1,165 | $ 23,344 | |
Timios Holdings Corp | ||||
Purchase Price | ||||
Cash paid at closing, including working capital estimates | 46,576 | |||
Total purchase consideration | 46,576 | |||
Purchase Price Allocation | ||||
Current assets | 7,292 | |||
Property, plant and equipment | 429 | |||
Other assets | 48 | |||
Indefinite lived title plant | 500 | |||
Goodwill | 24,252 | |||
Net assets acquired | 56,091 | |||
Current liabilities | (4,306) | |||
Deferred tax liability | (5,209) | |||
Total liabilities assumed | (9,515) | |||
Net assets acquired | $ 46,576 | |||
Weighted average useful life | 10 years | |||
Timios Holdings Corp | Trade name | ||||
Purchase Price Allocation | ||||
Intangible assets | $ 7,780 | |||
Weighted average useful life | 15 years | |||
Timios Holdings Corp | Lender relationships | ||||
Purchase Price Allocation | ||||
Intangible assets | $ 14,790 | |||
Weighted average useful life | 7 years | |||
Timios Holdings Corp | Licenses | ||||
Purchase Price Allocation | ||||
Intangible assets | $ 1,000 | |||
Weighted average useful life | 15 years | |||
WAVE Acquisition | ||||
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 | 55,034 | |||
Purchase Price Allocation | ||||
Current assets | 2,130 | |||
Goodwill | 34,142 | |||
Net assets acquired | 61,902 | |||
Current liabilities | (3,778) | |||
Deferred tax liability | (3,090) | |||
Total liabilities assumed | (6,868) | |||
Net assets acquired | $ 55,034 | |||
Weighted average useful life | 14 years 6 months | |||
WAVE Acquisition | Trade name | ||||
Purchase Price Allocation | ||||
Intangible assets | $ 12,630 | |||
Weighted average useful life | 15 years | |||
WAVE Acquisition | Patents | ||||
Purchase Price Allocation | ||||
Intangible assets | $ 13,000 | |||
Weighted average useful life | 14 years |
Acquisitions and Divestitures_5
Acquisitions and Divestitures - Acquisition Method Accounting Estimates (Details) - USD ($) $ in Thousands | Apr. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Amortization expense related to intangible assets | $ 76,956 | $ 29,652 | ||
Goodwill | 59,545 | $ 1,165 | $ 23,344 | |
Transaction costs included in selling, general and administrative expenses | 300 | |||
Timios Holdings Corp | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Goodwill | 24,252 | |||
Timios and WAVE | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Amortization expense related to intangible assets | $ 48,417 | 800 | ||
Goodwill | 24,300 | |||
WAVE Acquisition | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Goodwill | $ 34,142 |
Acquisitions and Divestitures_6
Acquisitions and Divestitures - Estimated amortization expense related to intangible assets (Details) - USD ($) $ in Thousands | Apr. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
2021 remaining | $ 4,059 | ||
2022 | 5,127 | ||
2023 | 4,789 | ||
2024 | 4,789 | ||
2025 | 4,789 | ||
2026 and beyond | 53,403 | ||
Total | 76,956 | $ 29,652 | |
Timios and WAVE | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
2021 remaining | $ 3,551 | ||
2022 | 4,469 | ||
2023 | 4,469 | ||
2024 | 4,469 | ||
2025 | 4,469 | ||
2026 and beyond | 26,990 | ||
Total | $ 48,417 | $ 800 |
Acquisitions and Divestitures_7
Acquisitions and Divestitures - Pro forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Acquisitions and Divestitures | ||
Total revenue | $ 31,379 | $ 13,898 |
Net loss attributable to IDEX common shareholders | $ (6,552) | $ (12,058) |
Earnings (loss) per share, Basic and Diluted | $ (0.02) | $ (0.07) |
Weighted average shares outstanding, Basic and Diluted | 393,191,290 | 170,448,990 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 6,625,000 | $ 8,619,000 |
Less: allowance for doubtful accounts | (1,216,000) | (1,219,000) |
Accounts receivable, net | 5,409,000 | 7,400,000 |
Changes in the allowance for doubtful accounts | 2,505 | (1,219,000) |
Taxi Commission Revenue Receivables | 1,200,000 | |
Accounts receivable | $ 1,216,000 | 1,219,000 |
Guizhou Qianxi Green Environmentally Friendly Taxi Service Co | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 1,200,000 |
Accounts Receivable - allowance
Accounts Receivable - allowance for doubtful accounts (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable | ||
Balance at the beginning of the period | $ (1,219,000) | |
Decrease in the allowance for doubtful accounts | 2,505 | $ (1,219,000) |
Balance at the end of the period | $ (1,216,000) | $ (1,219,000) |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property and Equipment net | ||
Total property and equipment | $ 1,154 | $ 790 |
Less: accumulated depreciation | (523) | (460) |
Property and equipment, net | 631 | 330 |
Fintech Village | ||
Property and Equipment net | ||
Property and equipment, net | 631 | 7,580 |
Furnitures and office equipment | ||
Property and Equipment net | ||
Total property and equipment | 568 | 315 |
Vehicle | ||
Property and Equipment net | ||
Total property and equipment | 247 | 229 |
Leasehold improvements | ||
Property and Equipment net | ||
Total property and equipment | $ 339 | 246 |
Land use rights | 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 - As
Property and Equipment net - Asset retirement obligation (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Property and Equipment, net | |
January 1, 2021 | $ 4,653 |
March 31, 2021 | $ 4,653 |
Property and Equipment net - Ad
Property and Equipment net - Additional Information (Details) - USD ($) | Jan. 28, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 90,787 | $ 31,536 | ||
Asset retirement obligations | $ 4,653,000 | |||
Fintech Village | Disposal Group Held For Sale Or Disposed Of By Sale Not Discontinued Operations Member | ||||
Property, Plant and Equipment [Line Items] | ||||
Consideration for disposition of assets | $ 2,750,000 | |||
Asset retirement obligations | 4,500,000 | |||
Loss on disposal of subsidiaries, net | 200,000 | |||
Fintech Village | Land use rights | Disposal Group Held For Sale Or Disposed Of By Sale Not Discontinued Operations Member | ||||
Property, Plant and Equipment [Line Items] | ||||
Carrying value | $ 2,600,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance | $ 1,165 | $ 23,344 |
Measurement period adjustments | (12,848) | |
Impairment loss | (9,323) | |
Acquisitions | 49,933 | |
Adjustment (see Note 2. Restatement of Previously Reported Condensed Consolidated Financial Statements) | 59,545 | 1,165 |
Effect of change in foreign currency exchange rates | (14) | (8) |
Balance | 59,545 | $ 1,165 |
Adjustment | ||
Goodwill [Roll Forward] | ||
Adjustment (see Note 2. Restatement of Previously Reported Condensed Consolidated Financial Statements) | 8,461 | |
Balance | $ 8,461 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Amortizing and Indefinite lived intangible assets (Details) - USD ($) $ in Thousands | Jan. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Amortizing Intangible Assets | |||
Gross Carry Amount | $ 79,714 | $ 31,378 | |
Accumulated Amortization | (2,757) | (1,726) | |
Total | 76,956 | 29,652 | |
Total intangible assets | |||
Gross Carry Amount | 80,572 | 31,431 | |
Accumulated Amortization | (2,757) | (1,726) | |
Net Balance | $ 77,815 | 29,705 | |
Influencer network | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 2 years | 1 year 9 months 18 days | |
Gross Carry Amount | $ 1,137 | 1,137 | |
Accumulated Amortization | (546) | (462) | |
Total | $ 591 | 675 | |
Customer contract | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 4 months 24 days | ||
Gross Carry Amount | $ 500 | 500 | |
Accumulated Amortization | (431) | (389) | |
Total | $ 69 | 111 | |
Continuing Membership Agreements [Member] | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 18 years 3 months 18 days | ||
Gross Carry Amount | $ 1,179 | 1,179 | |
Accumulated Amortization | (626) | (619) | |
Total | $ 553 | 560 | |
Trade name | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 12 years 4 months 24 days | ||
Gross Carry Amount | $ 110 | 110 | |
Accumulated Amortization | (19) | (17) | |
Total | $ 91 | 93 | |
Technology platform | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 1 year | 9 months 18 days | |
Gross Carry Amount | $ 290 | 290 | |
Accumulated Amortization | (145) | (97) | |
Total | $ 145 | 193 | |
Land use rights | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 97 years 9 months 18 days | ||
Gross Carry Amount | $ 27,298 | 28,162 | |
Accumulated Amortization | (207) | (142) | |
Total | $ 27,091 | 28,020 | |
Timios licenses | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 14 years 9 months 18 days | ||
Gross Carry Amount | $ 1,000 | ||
Accumulated Amortization | (15) | ||
Total | $ 985 | ||
Timios tradename | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 14 years 9 months 18 days | ||
Gross Carry Amount | $ 7,780 | ||
Accumulated Amortization | (109) | ||
Total | $ 7,671 | ||
Timos lender relationships | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 6 years 9 months 18 days | ||
Gross Carry Amount | $ 14,790 | ||
Accumulated Amortization | (332) | ||
Total | $ 14,458 | ||
WAVE patents | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 14 years 9 months 18 days | ||
Gross Carry Amount | $ 12,630 | ||
Accumulated Amortization | (174) | ||
Total | $ 12,456 | ||
WAVE tradename | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 39 years 9 months 18 days | ||
Gross Carry Amount | $ 13,000 | ||
Accumulated Amortization | (153) | ||
Total | 12,847 | ||
Timios Title Plant | |||
Indefinite lived intangible assets | |||
Gross Carry Amount | 500 | ||
Website name | |||
Indefinite lived intangible assets | |||
Gross Carry Amount | 25 | 25 | |
Net Balance | $ 25 | 25 | |
Timios software in development | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 0 years | ||
Indefinite lived intangible assets | |||
Gross Carry Amount | $ 305 | ||
Net Balance | 305 | ||
Patents | |||
Indefinite lived intangible assets | |||
Gross Carry Amount | 28 | 28 | |
Net Balance | $ 28 | $ 28 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Expected amortization expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets | ||
2021 remaining | $ 4,059 | |
2022 | 5,127 | |
2023 | 4,789 | |
2024 | 4,789 | |
2025 | 4,789 | |
2026 and thereafter | 53,403 | |
Total amortization to be recognized | $ 76,956 | $ 29,652 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) $ in Thousands | Jan. 15, 2021USD ($) | Jan. 01, 2021 | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019a | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||
Amortization expense relating to intangible assets | $ 1,000 | $ 400 | ||||||
DBOT | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 99.00% | |||||||
Finite-lived Intangible Assets Acquired | $ 8,300 | |||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 65.70% | |||||||
Impairment loss | $ 800 | |||||||
Tree Technologies | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 51.00% | |||||||
Number of acres | a | 250 | |||||||
Timios Holdings Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||
Total purchase price paid | $ 46,576 | |||||||
Cash paid at closing, including working capital estimates | $ 46,576 | |||||||
WAVE Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||
Total purchase price paid | $ 55,034 | |||||||
Cash paid at closing, including working capital estimates | $ 15,000 | $ 15,000 | ||||||
Customer Lists [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Value of capital stock issued | $ 600 | |||||||
Impairment loss | $ 7,100 | |||||||
Influencer network | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted Average Remaining Useful Life (in years) | 2 years | 1 year 9 months 18 days | ||||||
Technology platform | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted Average Remaining Useful Life (in years) | 1 year | 9 months 18 days |
Long-term Investments (Details)
Long-term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Long-term Investments | ||
Non-marketable equity investment | $ 4,778 | $ 6,014 |
Equity method investment | 19,223 | 3,783 |
Total | $ 24,001 | $ 8,570 |
Long-term Investments - Additio
Long-term Investments - Additional Information (Details) € / shares in Units, $ / shares in Units, $ in Thousands, € in Millions | Jun. 11, 2021 | Mar. 03, 2021USD ($)shares | Jan. 28, 2021GBP (£) | Nov. 19, 2020USD ($)shares | Oct. 22, 2020USD ($)$ / sharesshares | Dec. 20, 2019USD ($)directorshares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Mar. 03, 2021EUR (€)€ / shares | Jan. 28, 2021USD ($) | Jan. 28, 2021EUR (€) | Dec. 31, 2020shares | Dec. 20, 2019GBP (£)shares |
Long-term Investments | |||||||||||||
Impairment of equity method investments | $ 0 | ||||||||||||
Gain (loss) on the sale of equity investment | (237) | $ (3) | |||||||||||
Impairment loss | $ 0 | ||||||||||||
Equity Securities, FV-NI, Cost | $ 1,300 | ||||||||||||
Total number of issued common shares | shares | 419,469,800 | 344,906,295 | |||||||||||
Number of outstanding shares | shares | 419,469,800 | 344,906,295 | |||||||||||
Solectrac, Inc. | |||||||||||||
Long-term Investments | |||||||||||||
Equity method investment | $ 1,300 | ||||||||||||
Percentage of equity ownership | 24.30% | ||||||||||||
Impairment of equity method investments | $ 0 | ||||||||||||
Gain (loss) on the sale of equity investment | (59) | ||||||||||||
Impairment loss | $ 0 | ||||||||||||
Number of Shares Acquired | shares | 1,300,000 | ||||||||||||
Equity Method Investment, Ownership Percentage | 24.30% | ||||||||||||
Energica Investment | |||||||||||||
Long-term Investments | |||||||||||||
Equity method investment | $ 13,600 | € 10.1 | |||||||||||
Percentage of equity ownership | 20.00% | 2.21% | 20.00% | ||||||||||
Common Stock issuance for acquisition SolidOpinion (Note 5(a)) (in shares) | shares | 6,100,000 | ||||||||||||
Subscription price | € / shares | € 1.78 | ||||||||||||
Subscription price (in dollars per share) | € / shares | € 1.78 | ||||||||||||
Equity Method Investment, Ownership Percentage | 20.00% | 2.21% | 20.00% | ||||||||||
Share selling, restriction period | 90 days | ||||||||||||
Technology Metals Investment | |||||||||||||
Long-term Investments | |||||||||||||
Equity method investment | $ 1,200 | £ 1,000,000 | |||||||||||
Percentage of equity ownership | 10.00% | 10.00% | |||||||||||
Number of Shares Acquired | shares | 20 | ||||||||||||
Equity Method Investment, Ownership Percentage | 10.00% | 10.00% | |||||||||||
Number of outstanding shares | shares | 1,700,000 | 1,700,000 | |||||||||||
Number of directors to be appointed | director | 1 | ||||||||||||
Number of total directors | director | 4 | ||||||||||||
Solectrac, Inc. | |||||||||||||
Long-term Investments | |||||||||||||
Number of Shares Acquired | shares | 1,400,000 | ||||||||||||
Percentage of Shares Acquired | 15.00% | ||||||||||||
Consideration Per Share | $ / shares | $ 0.91 | ||||||||||||
Percentage of battery-powered electric tractors dealt | 1.00% | ||||||||||||
Solectrac, Inc. | Solectrac, Inc. | |||||||||||||
Long-term Investments | |||||||||||||
Percentage of battery-powered electric tractors dealt | 100.00% | ||||||||||||
Non Marketable Equity Investments [Member] | |||||||||||||
Long-term Investments | |||||||||||||
Impairment loss with respect to one non-marketable equity investment | $ 0 | $ 0 | |||||||||||
Non Marketable Equity Investments [Member] | Technology Metals Investment | |||||||||||||
Long-term Investments | |||||||||||||
Equity method investment | $ 2,100 | € 1.5 | |||||||||||
Equity financing threshold | £ | £ 1,000,000 |
Long-term Investments - Equity
Long-term Investments - Equity method investments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule Of Equity Method Investment [Roll Forward] | ||
Beginning balance | $ 3,783 | |
Addition | 15,707 | |
Income (loss) on investment | (237) | $ (3) |
Impairment loss | 0 | |
Disposal | 0 | |
Dilution Loss due to investee share issuance | (31) | |
Ending balance | 19,223 | |
Solectrac, Inc. | ||
Schedule Of Equity Method Investment [Roll Forward] | ||
Beginning balance | 2,556 | |
Addition | 0 | |
Income (loss) on investment | (59) | |
Impairment loss | 0 | |
Disposal | 0 | |
Dilution Loss due to investee share issuance | (31) | |
Ending balance | 2,466 | |
Technology Metals Market Limited | ||
Schedule Of Equity Method Investment [Roll Forward] | ||
Beginning balance | 1,227 | |
Addition | 2,153 | |
Income (loss) on investment | (178) | |
Impairment loss | 0 | |
Disposal | 0 | |
Dilution Loss due to investee share issuance | 0 | |
Ending balance | 3,202 | |
Energica [Member] | ||
Schedule Of Equity Method Investment [Roll Forward] | ||
Beginning balance | 0 | |
Addition | 13,555 | |
Income (loss) on investment | 0 | |
Impairment loss | 0 | |
Disposal | 0 | |
Dilution Loss due to investee share issuance | 0 | |
Ending balance | $ 13,555 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 169 | $ 487 |
Short-term lease cost | 88 | 85 |
Sublease income | (32) | |
Total Lease Cost | 257 | 540 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 165 | 553 |
Right of use assets obtained in exchange for new operating lease liabilities | 1,763 | $ 322 |
2021 | 605 | |
2022 | 648 | |
2023 | 575 | |
2024 | 252 | |
2025 | 190 | |
2026 and thereafter | 406 | |
Total lease payments | 2,675 | |
Less: Interest | (213) | |
Total | $ 2,462 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating right of use assets | $ 2,469 | $ 155 |
Operating lease liability | $ 2,462 | |
Weighted-average remaining lease term | 4 years 4 months 24 days | |
Average discount rate | 3.50% |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Principal amount | $ 80,865 | $ 565 |
Carrying amount | 81,315 | 568 |
Short-term Note | (81,315) | (568) |
Long-term Note | 0 | 0 |
Vendor Notes Payable | ||
Short-term Debt [Line Items] | ||
Principal amount | 105 | 105 |
Carrying amount | $ 105 | 105 |
Vendor Notes Payable | Minimum | ||
Short-term Debt [Line Items] | ||
Interest rate | 0.25% | |
Vendor Notes Payable | Maximum | ||
Short-term Debt [Line Items] | ||
Interest rate | 4.00% | |
Small Business Association Paycheck Protection Program (h) | ||
Short-term Debt [Line Items] | ||
Interest rate | 1.00% | |
Principal amount | $ 760 | 460 |
Carrying amount | $ 764 | $ 463 |
Promissory Note | ||
Short-term Debt [Line Items] | ||
Interest rate | 4.00% | |
Principal amount | $ 80,000 | |
Carrying amount | $ 80,446 |
Promissory Notes- Additional In
Promissory Notes- Additional Information (Details) $ / shares in Units, shares in Millions | May 13, 2021USD ($)installment | Feb. 26, 2021 | Feb. 08, 2021USD ($)$ / shares | Jan. 28, 2021USD ($)$ / shares | Jan. 15, 2021USD ($)$ / shares | Jan. 04, 2021USD ($)$ / shares | Nov. 10, 2020USD ($) | May 03, 2020USD ($) | May 01, 2020USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Apr. 10, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Long-term Debt | $ 0 | $ 0 | ||||||||||||
Common Stock, Share Price Calculated As A Percentage Of Market Price | 3.00% | |||||||||||||
Exercise price of warrants | $ / shares | $ 4 | |||||||||||||
Operating Lease, Liability | $ 2,462,000 | |||||||||||||
Principal amount | 80,865,000 | 565,000 | ||||||||||||
Accrued Interest | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term Debt | $ 19,000,000 | |||||||||||||
Principal amount | 28,900,000 | |||||||||||||
Vendor Notes Payable | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | 105,000 | $ 105,000 | ||||||||||||
Security purchase agreement pursuant of YA II PN, Ltd [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Amortization of the beneficial conversion features | 2,700,000 | |||||||||||||
Proceeds from convertible debt | 2,000,000 | |||||||||||||
Interest expense | $ 1,138 | $ 3,200,000 | ||||||||||||
$37.5 Million Convertible Debenture due July 4 2021 - YA II PN | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 4.00% | |||||||||||||
Interest expense recognized to beneficial conversion feature | $ 18 | |||||||||||||
Conversion price | $ / shares | $ 2 | |||||||||||||
Senior secured convertible note | $ 37,500,000 | |||||||||||||
Proceeds from convertible debt | $ 37,500,000 | |||||||||||||
Closing Of Shares of Common Stock | shares | 18.8 | |||||||||||||
Interest expense | $ 25,479 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 2 | |||||||||||||
$37.5 Million Convertible Debenture due July 15 2021 - YA II PN | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 4.00% | |||||||||||||
Interest expense recognized to beneficial conversion feature | $ 18 | |||||||||||||
Conversion price | $ / shares | $ 3.31 | |||||||||||||
Senior secured convertible note | $ 37,500,000 | |||||||||||||
Proceeds from convertible debt | $ 37,500,000 | |||||||||||||
Closing Of Shares of Common Stock | shares | 11.3 | |||||||||||||
Interest expense | $ 46,301 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 3.31 | |||||||||||||
$65.0 Million Convertible Debenture due July 28 2021 - YA II PN | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 4.00% | |||||||||||||
Interest expense recognized to beneficial conversion feature | $ 18 | |||||||||||||
Conversion price | $ / shares | $ 4.12 | |||||||||||||
Senior secured convertible note | $ 65,000,000 | |||||||||||||
Proceeds from convertible debt | $ 65,000,000 | |||||||||||||
Closing Of Shares of Common Stock | shares | 15.8 | |||||||||||||
Interest expense | $ 53,699 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 4.12 | |||||||||||||
$80.0 Million Convertible Debenture due August 8, 2021 - YA II PN | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 4.00% | |||||||||||||
Interest expense recognized to beneficial conversion feature | $ 18 | |||||||||||||
Conversion price | $ / shares | $ 4.95 | |||||||||||||
Senior secured convertible note | $ 80,000,000 | |||||||||||||
Proceeds from convertible debt | $ 80,000,000 | |||||||||||||
Interest expense | $ 400,000 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 4.95 | |||||||||||||
Small Business Association Paycheck Protection Program (h) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 1.00% | |||||||||||||
Carrying amount of convertible note | $ 300,000 | |||||||||||||
Debt Instrument, Number of Installments | 18 | |||||||||||||
Debt Instrument, Installment Payable | $ 18,993 | |||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Small Business Association Paycheck Protection Program (h) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 1.00% | |||||||||||||
Carrying amount of convertible note | $ 100,000 | |||||||||||||
Debt Instrument, Number of Installments | 18 | |||||||||||||
Debt Instrument, Installment Payable | $ 7,000 | |||||||||||||
WAVE Acquisition | Small Business Association Paycheck Protection Program (h) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 1.00% | |||||||||||||
Carrying amount of convertible note | $ 300,000 | |||||||||||||
Debt Instrument, Number of Installments | 18 | |||||||||||||
Debt Instrument, Installment Payable | $ 12,630 | |||||||||||||
DBOT | Vendor Notes Payable | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 0.25% | 4.00% | ||||||||||||
Initial Amount | $ 30,000 | |||||||||||||
Unsecured promissory note | $ 60,000 | |||||||||||||
Operating Lease, Liability | $ 900,000 | |||||||||||||
Interest expense | $ 100,000 | |||||||||||||
Debt Instrument, Number of Installments | installment | 2 | |||||||||||||
Debt Instrument, Installment Payable | $ 30,000 |
Stockholders' Equity, Convert_3
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | ||
Beginning balance | $ 7,485 | |
Ending balance | 7,600 | |
Qingdao Xingyang City Investment [Member] | ||
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | ||
Beginning balance | 7,485 | |
Initial investment | $ 7,047 | |
Accretion of dividend | 115 | 106 |
Loss attributable to non-controlling interest | (154) | (80) |
Adjustment to redemption value | 154 | 80 |
Ending balance | $ 7,600 | $ 7,153 |
Stockholders' Equity, Convert_4
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest - Additional Information (Details) $ / shares in Units, $ in Thousands, ¥ in Millions | Feb. 26, 2021USD ($) | Mar. 31, 2021USD ($)installment$ / sharesshares | Mar. 31, 2021CNY (¥)installmentshares | Mar. 31, 2020CNY (¥)shares | Mar. 31, 2021CNY (¥)shares | Dec. 31, 2020USD ($)$ / sharesshares |
Stockholders Equity [Line Items] | ||||||
Common Stock, Value, Issued | $ | $ 419 | $ 345 | ||||
Dividend rate | 6.00% | 6.00% | ||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||
Aggregate offering price | $ | $ 150,000 | |||||
Common stock, share price calculated as a percentage of market price | 3.00% | |||||
Proceeds from Issuance of Common Stock | $ | $ 53,400 | |||||
Commission and transaction fees | $ | 1,700 | |||||
Qingdao Xingyang City Investment [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Capital subscription agreement | 28,000 | ¥ 200 | ||||
First capital contribution | ¥ | ¥ 50 | |||||
Remaining capital contribution | $ 21,000 | ¥ 150 | ||||
Number of installments | installment | 3 | 3 | ||||
Installments of remaining capital contribution | $ 7,000 | ¥ 50 | ||||
Dividend rate | 6.00% | 6.00% | ||||
Period to sell investments | 1 year | 1 year | ||||
Period to redeem investments | 3 years | 3 years | ||||
Warrants | ||||||
Stockholders Equity [Line Items] | ||||||
Number of shares issued for acquisition | 1,000,000 | |||||
Common Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Number of shares issued | 17,600,000 | 17,600,000 | ||||
DBOT | ||||||
Stockholders Equity [Line Items] | ||||||
Number of shares issued for acquisition | 10,900,000 | |||||
Convertible preferred stock | ||||||
Stockholders Equity [Line Items] | ||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||
Number of shares issued for acquisition | 1,500,000 | |||||
Series A Preferred Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Preferred stock, shares issued | 7,000,000 | 7,000,000 | 7,000,000 | |||
Preferred Stock, Shares Outstanding | 7,000,000 | 7,000,000 | 7,000,000 | |||
Preferred stock, voting rights | one | one |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, shares in Millions | Jun. 05, 2020 | Nov. 25, 2019 | Feb. 08, 2019 | May 10, 2012 | Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||||
Amount due to related parties | $ 1,235,000 | $ 882,000 | |||||
Principal amount | $ 80,865,000 | 565,000 | |||||
Borrowing from Dr. Wu. and his affiliates | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion price of note convertible | $ 0.59 | ||||||
Shares issued upon conversion of debt | 2.6 | ||||||
$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 | ||||||
$1.0 Million Convertible Promissory Note | SSSIG | |||||||
Related Party Transaction [Line Items] | |||||||
Advance received without any interest | $ 250,000 | ||||||
Convertible promissory note amount not received | 750,000 | ||||||
Mr. Shane McMahon | Convertible Note | |||||||
Related Party Transaction [Line Items] | |||||||
Amount due to related parties | $ 3,000,000 | ||||||
Principal amount | $ 3,000,000 | ||||||
Interest rate of convertible note | 4.00% | ||||||
Conversion price of note convertible | $ 0.59 | $ 1.75 | |||||
Conversion price of convertible note after amendment | $ 1.50 | ||||||
Maturity date of the note | Dec. 31, 2022 | ||||||
Interest expense | $ 29,918 | ||||||
Shares issued upon conversion of debt | 5.1 | ||||||
Interest payable | $ 300,000 | ||||||
Bruno Wu ("Mr.Wu") | $2.5 Million Convertible Promissory Note | SSSIG | |||||||
Related Party Transaction [Line Items] | |||||||
Principal amount | $ 2,500,000 | ||||||
Interest rate of convertible note | 4.00% | ||||||
Conversion price of note convertible | $ 0.59 | $ 1.83 | |||||
Maturity date of the note | Feb. 8, 2020 | ||||||
Interest expense | 12,489 | ||||||
Shares issued upon conversion of debt | 2.2 | ||||||
Bruno Wu ("Mr.Wu") | $1.0 Million Convertible Promissory Note | SSSIG | |||||||
Related Party Transaction [Line Items] | |||||||
Principal amount | $ 1,000,000 | ||||||
Interest rate of convertible note | 4.00% | ||||||
Conversion price of note convertible | $ 0.59 | $ 1.25 | |||||
Maturity date of the note | Nov. 25, 2021 | ||||||
Interest expense | $ 3,493 | ||||||
Shares issued upon conversion of debt | 0.4 |
Related party Transactions - Ad
Related party Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands, shares in Millions | Jun. 05, 2020USD ($)$ / sharesshares | Nov. 30, 2019USD ($)installment | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Related Party Transaction [Line Items] | |||||||
Salary, severance and expenses | $ 100 | ||||||
Due to other related parties | $ 100 | $ 100 | |||||
Amount due to related parties | 1,235 | 882 | |||||
Accrued expenses, salary and other current liabilities | 4,534 | $ (2,147) | |||||
Professional fees | 5,168 | $ 1,757 | |||||
Amount due from related parties | 245 | $ 240 | |||||
Payments to acquire equity Interest | 55,265 | ||||||
Amer Global Technology Limited [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership interest disposed | 10.00% | ||||||
Borrowing from Dr. Wu. and his affiliates | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion price of note convertible | $ / shares | $ 0.59 | ||||||
Amount of debt converted | $ 1,500 | ||||||
Shares issued upon conversion of debt | shares | 2.6 | ||||||
Amount of debt transferred | $ 400 | ||||||
Receivables from related party | 200 | $ 200 | |||||
Accrued expenses, salary and other current liabilities | 400 | ||||||
SSSIG | Borrowing from Dr. Wu. and his affiliates | |||||||
Related Party Transaction [Line Items] | |||||||
Payables from related party | 1,000 | 600 | |||||
Shenma | |||||||
Related Party Transaction [Line Items] | |||||||
Amount of shares issued | $ 4,900 | ||||||
Number of installments | installment | 6 | ||||||
Payments to acquire equity Interest | 500 | 500 | |||||
Shenma | Qianxi | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of ownership interest | 1.72% | ||||||
Service agreement with SSSIG | |||||||
Related Party Transaction [Line Items] | |||||||
Professional fees | 400 | ||||||
Service agreement with SSSIG | Selling, general and administrative expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Transaction with related party | $ 1,400 | ||||||
Amount due from related parties | 600 | ||||||
Glory | |||||||
Related Party Transaction [Line Items] | |||||||
Amount due to related parties | 500 | ||||||
Amount due from related parties | 200 | ||||||
Net balance due to related parties | $ 300 | $ 300 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Aggregated Intrinsic Value | ||
Exercised | $ 500,000 | $ 0 |
Options | ||
Options Outstanding | ||
Outstanding at January 1, 2021 | 25,087,416 | |
Granted | 1,705,000 | |
Exercised | (480,834) | |
Expired | (156,255) | |
Forfeited | (395,830) | |
Outstanding at March 31, 2021 | 25,759,497 | |
Vested as of March 31, 2021 (in shares) | 17,006,683 | |
Expected to vest at March 31, 2021 (vested) (in shares) | 8,752,814 | |
Weighted Average Exercise Price | ||
Outstanding at January 1, 2021 | $ 1.29 | |
Granted | 3.01 | |
Exercised | 0.54 | |
Expired | 0.53 | |
Forfeited | 0.53 | |
Outstanding at March 31, 2021 | 1.44 | |
Vested as of March 31, 2021 (in dollars per share) | 1.60 | |
Expected to vest at March 31, 2021 (vested) (in dollars per share) | $ 1.12 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding at January 1, 2021 | 7 years 8 months 19 days | |
Outstanding at March 31, 2021 | 7 years 8 months 19 days | |
Vested at the end (in years) | 6 years 10 months 13 days | |
Expected to vest at the end (in years) | 9 years 4 months 13 days | |
Aggregated Intrinsic Value | ||
Outstanding at March 31, 2021 | $ 39,294,450 | |
Vested as of March 31, 2021 | 23,226,636 | |
Expected to vest at March 31, 2021 (vested) | $ 16,067,814 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions used to estimate the fair values (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Expected term (in years) | 5 years 6 months 3 days |
Expected volatility | 120.00% |
Risk-free interest rate | 0.51% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Expected term (in years) | 5 years 6 months 10 days |
Expected volatility | 122.00% |
Risk-free interest rate | 1.01% |
Share-Based Compensation - Warr
Share-Based Compensation - Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 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 | $ 4 | |
Service providers | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 200,000 | 200,000 |
Exercise price of warrants | $ 5 | |
Expiration Date | Jul. 1, 2022 | |
Service providers | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 700,000 | 700,000 |
Exercise price of warrants | $ 2.50 | |
Service providers | Minimum | ||
Class of Warrant or Right [Line Items] | ||
Expiration Date | Feb. 28, 2022 | |
Service providers | Maximum | ||
Class of Warrant or Right [Line Items] | ||
Expiration Date | Oct. 1, 2022 | |
Service provider | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 100,000 | |
Exercise price of warrants | $ 7.50 | |
Expiration Date | Jan. 1, 2023 | |
Service provider | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 100,000 | |
Exercise price of warrants | $ 9 | |
Expiration Date | Jan. 1, 2023 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands, ¥ in Millions | 3 Months Ended | |||||
Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 31, 2020CNY (¥) | Dec. 31, 2020shares | Aug. 03, 2018shares | Dec. 03, 2010shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants outstanding | shares | 1,100,000 | 900,000 | ||||
Share-based payments expense | $ | $ 2,000 | $ 2,200 | ||||
Unrecognized compensation expense related to non-vested share options | $ | $ 8,000 | |||||
Weighted average period for recognition related to non-vested stock options | 1 year 2 months 26 days | |||||
Total instrinsic value of shares exercised | $ | $ 500 | 0 | ||||
Total fair value of vested shares | $ 1,900 | ¥ 2.2 | ||||
Weighted average exercise price of warrants | $ / shares | $ 4 | |||||
Weighted average remaining life of warrants | 1 year 4 months 9 days | |||||
2010 Stock Incentive Plan ("the Plan") | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized for issuance | shares | 56,800,000 | 31,500,000 | ||||
Number of options available for issuance | shares | 23,600,000 | |||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding to purchase shares of common stock | shares | 100,000 | |||||
Unrecognized compensation cost related to unvested restricted shares | $ | $ 0 | |||||
Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding to purchase shares of common stock | shares | 25,759,497 | 25,087,416 | ||||
Cash received from options exercised | $ | $ 300 | $ 0 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share - Summary of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings (Loss) Per Common Share | ||
Net loss attributable to common stockholders | $ (6,575) | $ (12,348) |
Basic weighted average common shares outstanding | 391,131,793 | 157,859,642 |
Effect of dilutive securities | ||
Diluted potential common shares | 391,131,793 | 157,859,642 |
Earnings (loss) per share: | ||
Basic | $ (0.02) | $ (0.08) |
Diluted | $ (0.02) | $ (0.08) |
Earnings (Loss) Per Common Sh_4
Earnings (Loss) Per Common Share - Computation of Diluted Earnings Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 45,052 | 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 | 25,844 | 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 | 16,162 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax benefit | $ (7,256) | ||
Deferred tax liabilities | 884 | ||
Income tax expense related to current operations | $ 0 | ||
Valuation allowance (percentage) | 100.00% | 100.00% | |
Unrecognized tax positions | $ 0 | $ 0 | |
Grapevine Logic, Inc. ("Grapevine") | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax benefit | $ 0 | ||
Timios and WAVE | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax liabilities | 8,300 | ||
Income tax benefit | 7,400 | ||
Net state deferred tax liabilities | $ 200 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Apr. 22, 2021USD ($) |
Commitments and Contingencies. | |
Settlement in principle, subject to finalizing a settlement agreement and approval of the Court | $ 5,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands, shares in Millions | Jan. 15, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
DBOT | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 648 | $ 648 | ||
Number of common stock issued | 0 | 10.9 | ||
Tree Technologies | ||||
Fair Value Measurements | ||||
Contingent consideration | 8,805 | $ 8,805 | ||
WAVE Acquisition | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 7,658 | 7,658 | ||
Number of common stock issued | 12.6 | 2.4 | ||
Level III | DBOT | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 648 | 648 | ||
Level III | Tree Technologies | ||||
Fair Value Measurements | ||||
Contingent consideration | 8,805 | 8,805 | ||
Level III | WAVE Acquisition | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 7,658 | $ 7,658 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level 3 fair value measurements (Details) - Level III - Contingent Consideration $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
January 1, 2021 | $ 8,960 |
Addition | 7,657 |
Remeasurement loss/(gain) recognized in the statement of operations | 494 |
March 31, 2021 | $ 17,111 |
Subsequent Event (Details)
Subsequent Event (Details) | May 12, 2021USD ($) | Apr. 20, 2021USD ($)$ / sharesshares | Jan. 15, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 03, 2021€ / shares | Dec. 31, 2020USD ($) |
Subsequent Event [Line Items] | |||||||
Equity Method Investment | $ 19,223,000 | $ 3,783,000 | |||||
Gross profit margins | $ 10,842,000 | $ 44,000 | |||||
Energica Investment | |||||||
Subsequent Event [Line Items] | |||||||
Subscription price | € / shares | € 1.78 | ||||||
Percentage of equity ownership | 2.21% | 20.00% | |||||
WAVE Acquisition | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of equity ownership | 100.00% | ||||||
Percentage of ownership interest acquired | 100.00% | ||||||
Cash consideration | $ 55,034,000 | ||||||
Purchase price on cash | $ 15,000,000 | $ 15,000,000 | |||||
Gross profit margins | $ 10,000,000 | ||||||
Stock Purchase Agreement | FNL Technologies, Inc. | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of shares of Ideanomics common stock to investee | shares | 105,932 | ||||||
Sale of subsidiary ownership precentage | 100.00% | ||||||
Received share of common stock | shares | 600,000 | ||||||
Subscription price | $ / shares | $ 8.09 | ||||||
Equity conversion of common stock | shares | 30,903 | ||||||
Percentage of equity ownership | 20.00% | ||||||
Stock Purchase Agreement | FNL Technologies, Inc. | Subsequent Event | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Amount converted for future equity | $ 250,000 | ||||||
Stock Purchase Agreement | FNL Technologies, Inc. | Subsequent Event | Cash | |||||||
Subsequent Event [Line Items] | |||||||
Equity Method Investment | $ 2,900,000 | ||||||
Stock Purchase Agreement | U.S. Hybrid Corporation | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of ownership interest acquired | 100.00% | ||||||
Cash consideration | $ 50,000,000 | ||||||
Purchase price on cash | 30,000,000 | ||||||
Purchase price on common stock | $ 20,000,000 | ||||||
Non-fundamental representations and warranties survive | 18 months | ||||||
Indeminication obligation capped amount | $ 25,000,000 | ||||||
Maximum deductible amount from indeminication obligation in case of fraud | 100,000 | ||||||
Gross profit margins | 25,000,000 | ||||||
Performance and retention plan benefit | $ 15,000,000 |