Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | IDEANOMICS, INC. |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0000837852 |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 269,863 | $ 165,764 |
Accounts receivable, net | 3,338 | 7,400 |
Contract assets | 2,772 | 0 |
Amount due from related parties | 266 | 240 |
Notes receivable from third parties | 54,907 | 0 |
Notes receivable from related party | 697 | 0 |
Inventory | 6,159 | 0 |
Prepaid expenses | 20,015 | 2,629 |
Other current assets | 4,490 | 3,726 |
Total current assets | 362,507 | 179,759 |
Property and equipment, net | 2,905 | 330 |
Fintech Village | 0 | 7,250 |
Intangible assets, net | 42,546 | 29,705 |
Goodwill | 16,161 | 705 |
Operating lease right of use assets | 12,827 | 155 |
Long-term investments | 35,588 | 8,487 |
Other non-current assets | 903 | 7,478 |
Total assets | 473,437 | 233,869 |
Current liabilities | ||
Accounts payable | 6,674 | 5,057 |
Deferred revenue (including customer deposits of $3,163 and $31 as of December 31, 2021 and 2020, respectively) | 5,392 | 1,129 |
Accrued salaries | 8,957 | 1,750 |
Amount due to related parties | 1,102 | 882 |
Other current liabilities | 7,137 | 2,235 |
Current portion of operating lease liabilities | 3,086 | 115 |
Current contingent consideration | 648 | 1,325 |
Promissory note-short term | 312 | 568 |
Convertible promissory note due to third-parties | 57,809 | 0 |
Total current liabilities | 91,117 | 13,061 |
Operating lease liability-long term | 9,647 | 19 |
Non-current contingent liabilities | 350 | 7,635 |
Deferred tax liabilities | 5,073 | 5,045 |
Other long-term liabilities | 620 | 7,275 |
Asset retirement obligations | 0 | 4,653 |
Total liabilities | 106,807 | 37,688 |
Commitments and contingencies (Note 21) | ||
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 December 31, 2021 and 2020, respectively | 1,262 | 1,262 |
Redeemable non-controlling interest | 0 | 7,485 |
Equity: | ||
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 497,272,525 and 344,861,295 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 497 | 345 |
Additional paid-in capital | 968,066 | 531,866 |
Accumulated deficit | (605,758) | (349,747) |
Accumulated other comprehensive loss | 222 | 1,231 |
Total Ideanomics, Inc. shareholders' equity | 363,027 | 183,695 |
Non-controlling interest | 2,341 | 3,739 |
Total equity | 365,368 | 187,434 |
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | $ 473,437 | $ 233,869 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current liabilities | |||
Deferred revenue, customer deposits | $ 4,407 | $ 3,163 | $ 31 |
Convertible redeemable preferred stock and Redeemable non-controlling interest: | |||
Convertible redeemable preferred stock, Series A shares issued (in shares) | 7,000,000 | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, Series A shares outstanding (in shares) | 7,000,000 | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, Series A liquidation and deemed liquidation preference (in shares) | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 |
Equity: | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (in shares) | 497,272,525 | 497,272,525 | 344,861,295 |
Common stock, shares outstanding (in shares) | 497,272,525 | 497,272,525 | 344,861,295 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 114,080 | $ 26,759 | $ 44,566 |
Total cost of revenue | 90,852 | 24,702 | 1,458 |
Gross profit | 23,228 | 2,057 | 43,108 |
Operating expenses: | |||
Selling, general and administrative expenses | 72,825 | 32,399 | 24,862 |
Research and development expense | 760 | 1,635 | 0 |
Professional fees | 34,710 | 12,541 | 5,828 |
Impairment loss of intangible assets | 71,070 | 33,230 | 73,669 |
Goodwill impairments | 101,470 | 18,089 | 0 |
Change in fair value of contingent consideration, net | (9,600) | (5,503) | 5,094 |
Litigation settlements | 5,432 | 0 | 0 |
Depreciation and amortization | 6,118 | 5,310 | 2,229 |
Total operating expenses | 282,785 | 97,701 | 111,682 |
Loss from operations | (259,557) | (95,644) | (68,574) |
Interest and other income (expense): | |||
Interest income | 1,502 | 108 | 68 |
Interest expense | (2,139) | (16,078) | (5,684) |
Expense due to conversion of notes | 0 | (2,266) | 0 |
Gain (loss) on extinguishment of debt | 300 | 8,891 | (3,940) |
(Loss) gain on disposal of subsidiaries, net | (1,264) | 276 | (952) |
Gain (loss) on remeasurement of investment | 2,915 | 0 | (3,179) |
Other income (expense), net | 1,261 | 6,604 | (433) |
Loss before income taxes and non-controlling interest | (256,982) | (98,109) | (82,694) |
Income tax benefit (expense) | 11,786 | 3,308 | (417) |
Impairment of and equity in loss of equity method investees | (11,529) | (16,780) | (13,718) |
Net loss | (256,725) | (111,581) | (96,829) |
Deemed dividend related to warrant repricing | 0 | (184) | (827) |
Net loss attributable to common shareholders | (256,725) | (111,765) | (97,656) |
Net (income) loss attributable to non-controlling interest | 714 | 10,501 | (852) |
Net loss attributable to Ideanomics, Inc. common shareholders | $ (256,011) | $ (101,264) | $ (98,508) |
Basic loss per share (in dollars per share) | $ (0.57) | $ (0.47) | $ (0.82) |
Diluted loss per share (in dollars per share) | $ (0.57) | $ (0.47) | $ (0.82) |
Weighted average shares outstanding: | |||
Basic (in shares) | 447,829,204 | 213,490,535 | 119,766,859 |
Diluted (in shares) | 447,829,204 | 213,490,535 | 119,766,859 |
Product | |||
Revenue | $ 37,009 | $ 25,128 | $ 0 |
Total cost of revenue | 37,845 | 23,644 | 0 |
Service | |||
Revenue | 75,766 | 1,631 | 44,566 |
Total cost of revenue | 51,562 | 1,058 | 1,458 |
Other revenue | |||
Revenue | 1,305 | 0 | 0 |
Total cost of revenue | $ 1,445 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product | |||
Revenue from related party | $ 1 | $ 10 | $ 0 |
Cost of revenue from related parties | 36 | 13 | 0 |
Service | |||
Revenue from related party | 0 | 0 | 43,271 |
Cost of revenue from related parties | $ 0 | $ 0 | $ 467 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||||||||
Net loss | $ (39,273) | $ (6,847) | $ (68,364) | $ (13,450) | $ (256,725) | $ (111,581) | $ (96,829) | ||
Other comprehensive loss, net of nil tax | |||||||||
Foreign currency translation adjustments | (9,012) | $ 1,209 | (40) | $ (693) | (7,803) | (733) | (1,385) | 3,158 | 407 |
Comprehensive loss | (48,285) | (6,907) | (76,167) | (14,203) | (258,110) | (108,423) | (96,422) | ||
Deemed dividend related to warrant repricing | 0 | (184) | (827) | ||||||
Comprehensive loss attributable to non-controlling interest | 3,385 | 158 | 3,681 | 591 | 2,020 | 9,238 | (844) | ||
Comprehensive loss attributable to Ideanomics, Inc. common shareholders | $ (44,900) | $ (6,749) | $ (72,486) | $ (13,612) | $ (256,090) | $ (99,369) | $ (98,093) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parentheticals) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Other comprehensive income (loss), tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY - USD ($) $ in Thousands | Ideanomics Shareholders' equity At-The-Market Offering | Ideanomics Shareholders' equity Private placement | Ideanomics Shareholders' equity Grapevine Logic, Inc. ("Grapevine") | Ideanomics Shareholders' equity Warrants | Ideanomics Shareholders' equity | Common Stock At-The-Market Offering | Common Stock Private placement | Common Stock Warrants | Common Stock | Additional Paid-in Capital At-The-Market Offering | Additional Paid-in Capital Private placement | Additional Paid-in Capital Warrants | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interest Grapevine Logic, Inc. ("Grapevine") | [1] | Non-controlling Interest | At-The-Market Offering | Private placement | Grapevine Logic, Inc. ("Grapevine") | Warrants | Total | ||
Beginning balance (in shares) at Dec. 31, 2018 | 102,766,006 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 44,243 | $ 103 | $ 195,780 | $ (149,975) | $ (1,665) | $ (1,031) | [1] | $ 43,212 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Share-based compensation | 9,113 | 9,113 | 9,113 | ||||||||||||||||||||||
Common stock issued under employee stock incentive plan (in shares) | 129,840 | ||||||||||||||||||||||||
Common stock issuance for convertible notes (in shares) | 8,186,890 | ||||||||||||||||||||||||
Common stock issuance for convertible notes | 23,005 | $ 8 | 22,997 | 23,005 | |||||||||||||||||||||
Disposal of subsidiary | 1,960 | 1,374 | 586 | 446 | [1] | 2,406 | |||||||||||||||||||
Non-controlling shareholder contribution (in shares) | 575,431 | ||||||||||||||||||||||||
Non-controlling shareholder contribution | $ 1 | (1) | 321 | [1] | $ 321 | ||||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets (in shares) | 37,966,908 | 7,400,000 | |||||||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets | $ 415 | 53,221 | $ 38 | 53,183 | $ (8) | 24,598 | [1] | $ 407 | $ 77,819 | ||||||||||||||||
Common stock issued to settle debt (in shares) | 67,878 | ||||||||||||||||||||||||
Common stock issued to settle debt | 110 | 110 | 110 | ||||||||||||||||||||||
Net loss | [2] | (98,508) | (98,508) | 852 | [1] | (97,656) | |||||||||||||||||||
Foreign currency translation adjustments, net of nil tax | 415 | 407 | |||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 149,692,953 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2019 | 33,559 | $ 150 | 282,556 | (248,483) | (664) | 25,178 | [1] | 58,737 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Share-based compensation | 11,972 | 11,972 | 11,972 | ||||||||||||||||||||||
Common stock issuance for professional fees (in shares) | 1,804,033 | ||||||||||||||||||||||||
Common stock issuance for professional fees | 1,642 | $ 2 | 1,640 | 1,642 | |||||||||||||||||||||
Common stock issued under employee stock incentive plan (in shares) | 2,634,666 | ||||||||||||||||||||||||
Common stock issued under employee stock incentive plan | 1,726 | $ 3 | 1,723 | 1,726 | |||||||||||||||||||||
Common stock issuance for convertible notes (in shares) | 8,995,906 | 40,662,420 | |||||||||||||||||||||||
Common stock issuance for convertible notes | $ 7,215 | 45,666 | $ 9 | $ 40 | $ 7,206 | 45,626 | $ 7,215 | 45,666 | |||||||||||||||||
Non-controlling shareholder contribution | 100 | [1] | 100 | ||||||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets (in shares) | 13,056,055 | ||||||||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets | 8,192 | $ 13 | 8,179 | 8,192 | |||||||||||||||||||||
Common stock issuance (in shares) | 123,437,386 | ||||||||||||||||||||||||
Common stock issuance | 182,778 | $ 123 | 182,655 | (280) | [1] | 182,498 | |||||||||||||||||||
Measurement period adjustment | (11,584) | [1] | (11,584) | ||||||||||||||||||||||
Common stock issued to settle debt (in shares) | 4,577,876 | ||||||||||||||||||||||||
Common stock issued to settle debt | 2,314 | $ 5 | 2,309 | 2,314 | |||||||||||||||||||||
Extinguishment of convertible note | (12,000) | (12,000) | (12,000) | ||||||||||||||||||||||
Net loss | [2] | (101,264) | (101,264) | (10,938) | [1] | (112,202) | |||||||||||||||||||
Foreign currency translation adjustments, net of nil tax | 1,895 | 1,895 | 1,263 | [1] | 3,158 | ||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 344,861,295 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 183,695 | $ 345 | 531,866 | (349,747) | 1,231 | 3,739 | [1] | 187,434 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Share-based compensation | 2,040 | 2,040 | 2,040 | ||||||||||||||||||||||
Contingent shares | 7,658 | 7,658 | 7,658 | ||||||||||||||||||||||
Common stock issuance for professional fees (in shares) | 440,909 | ||||||||||||||||||||||||
Common stock issuance for professional fees | 1,162 | 1,162 | 1,162 | ||||||||||||||||||||||
Common stock issued under employee stock incentive plan (in shares) | 475,000 | ||||||||||||||||||||||||
Common stock issued under employee stock incentive plan | 251 | 251 | 251 | ||||||||||||||||||||||
Common stock issuance for convertible notes (in shares) | 45,895,763 | ||||||||||||||||||||||||
Common stock issuance for convertible notes | 140,126 | $ 46 | 140,080 | 140,126 | |||||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets (in shares) | 10,181,299 | ||||||||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets | 32,377 | $ 10 | 32,367 | 32,377 | |||||||||||||||||||||
Common stock issuance (in shares) | 17,615,534 | ||||||||||||||||||||||||
Common stock issuance | 53,407 | $ 18 | $ 53,389 | 53,407 | |||||||||||||||||||||
Net loss | (6,483) | $ (6,483) | (236) | (6,719) | |||||||||||||||||||||
Foreign currency translation adjustments, net of nil tax | $ (380) | $ (380) | $ (313) | $ (693) | |||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 413,853,000 | 419,469,800 | 768,813,000 | (356,230,000) | 851,000 | 3,190,000 | 417,043,000 | ||||||||||||||||||
Ending balance at Mar. 31, 2021 | $ 419 | ||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 344,861,295 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 183,695 | $ 345 | $ 531,866 | $ (349,747) | $ 1,231 | $ 3,739 | [1] | $ 187,434 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Common stock issuance (in shares) | 10,000,000 | ||||||||||||||||||||||||
Common stock issuance | $ 27,300 | ||||||||||||||||||||||||
Foreign currency translation adjustments, net of nil tax | (733) | ||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 466,354,487 | ||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | 540,282 | $ 466 | 901,943 | (362,925) | 798 | 2,916 | 543,198 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 344,861,295 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 183,695 | $ 345 | 531,866 | (349,747) | 1,231 | 3,739 | [1] | 187,434 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Share-based compensation | 21,982 | 21,982 | 21,982 | ||||||||||||||||||||||
Contingent shares | 1,520 | 1,520 | 1,520 | ||||||||||||||||||||||
Common stock issuance for professional fees (in shares) | 962,689 | ||||||||||||||||||||||||
Common stock issuance for professional fees | 2,318 | 2,318 | 2,318 | ||||||||||||||||||||||
Common stock issued under employee stock incentive plan (in shares) | 10,559,084 | ||||||||||||||||||||||||
Common stock issued under employee stock incentive plan | 8,290 | $ 11 | 8,279 | 8,290 | |||||||||||||||||||||
Common stock issuance for convertible notes (in shares) | 55,278,885 | ||||||||||||||||||||||||
Common stock issuance for convertible notes | 157,766 | $ 55 | 157,711 | 157,766 | |||||||||||||||||||||
Non-controlling shareholder contribution | 157 | [1] | $ 157 | ||||||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets (in shares) | 18,926,413 | 11,300,000 | |||||||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets | 59,808 | $ 19 | 59,789 | $ 59,808 | |||||||||||||||||||||
Common stock issuance (in shares) | 68,293,722 | 10,000,000 | |||||||||||||||||||||||
Common stock issuance | $ 188,546 | $ 69 | $ 27,300 | $ 188,477 | $ 188,546 | ||||||||||||||||||||
Tax withholding paid for net share settlement of equity awards (in shares) | (1,609,563) | ||||||||||||||||||||||||
Tax withholding paid for net share settlement of equity awards | (3,878) | $ (2) | (3,876) | (3,878) | |||||||||||||||||||||
Net loss | (256,011) | (256,011) | (1,179) | [1] | (257,190) | ||||||||||||||||||||
Foreign currency translation adjustments, net of nil tax | (1,009) | (1,009) | (376) | [1] | (1,385) | ||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 497,272,525 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 363,027 | $ 497 | $ 968,066 | $ (605,758) | $ 222 | $ 2,341 | [1] | $ 365,368 | |||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 413,853,000 | 419,469,800 | 768,813,000 | (356,230,000) | 851,000 | 3,190,000 | 417,043,000 | ||||||||||||||||||
Beginning balance at Mar. 31, 2021 | $ 419 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Share-based compensation | $ 2,007 | $ 2,007 | $ 2,007 | ||||||||||||||||||||||
Common stock issuance for professional fees (in shares) | 260,000 | ||||||||||||||||||||||||
Common stock issuance for professional fees | 656 | 656 | 656 | ||||||||||||||||||||||
Common stock issued under employee stock incentive plan (in shares) | 4,590,000 | ||||||||||||||||||||||||
Common stock issued under employee stock incentive plan | 7,740 | $ 5 | 7,735 | 7,740 | |||||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets (in shares) | 6,733,497 | ||||||||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets | 21,127 | $ 7 | 21,120 | 21,127 | |||||||||||||||||||||
Common stock issuance (in shares) | 25,301,190 | 10,000,000 | |||||||||||||||||||||||
Common stock issuance | $ 74,347 | $ 27,300 | $ 25 | $ 10 | $ 74,322 | $ 27,290 | $ 74,347 | $ 27,300 | |||||||||||||||||
Net loss | [3] | (6,695) | $ (6,695) | $ (267) | (6,962) | ||||||||||||||||||||
Foreign currency translation adjustments, net of nil tax | (33) | $ (33) | (7) | (40) | |||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 466,354,487 | ||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | 540,282 | $ 466 | 901,943 | (362,925) | 798 | 2,916 | 543,198 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 497,272,525 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 363,027 | $ 497 | 968,066 | (605,758) | 222 | 2,341 | [1] | 365,368 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Share-based compensation | 2,355 | 2,355 | 2,355 | ||||||||||||||||||||||
Common stock issuance for professional fees (in shares) | 350,000 | ||||||||||||||||||||||||
Common stock issuance for professional fees | 435 | $ 1 | 434 | 435 | |||||||||||||||||||||
Common stock issued under employee stock incentive plan (in shares) | 125,000 | ||||||||||||||||||||||||
Common stock issued under employee stock incentive plan | 66 | 66 | 66 | ||||||||||||||||||||||
Non-controlling shareholder contribution | 24,778 | 24,778 | |||||||||||||||||||||||
Tax withholding paid for net share settlement of equity awards | (83) | (83) | (83) | ||||||||||||||||||||||
Net loss | (28,512) | (28,512) | (580) | (29,092) | |||||||||||||||||||||
Foreign currency translation adjustments, net of nil tax | 925 | 925 | 284 | 1,209 | |||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 497,747,525 | ||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | 338,213 | $ 498 | 970,838 | (634,270) | 1,147 | 26,587 | 364,800 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 497,272,525 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 363,027 | $ 497 | 968,066 | (605,758) | 222 | 2,341 | [1] | 365,368 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets (in shares) | 0 | ||||||||||||||||||||||||
Foreign currency translation adjustments, net of nil tax | (7,803) | ||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 497,747,525 | ||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | 296,471 | $ 498 | 973,701 | (672,037) | (5,691) | 22,956 | 319,427 | ||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 497,747,525 | ||||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | 338,213 | $ 498 | 970,838 | (634,270) | 1,147 | 26,587 | 364,800 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Share-based compensation | 2,863 | 2,863 | 2,863 | ||||||||||||||||||||||
Non-controlling shareholder contribution | 49 | $ 49 | |||||||||||||||||||||||
Common stock issuance (in shares) | 0 | ||||||||||||||||||||||||
Net loss | (37,767) | (37,767) | (1,506) | $ (39,273) | |||||||||||||||||||||
Foreign currency translation adjustments, net of nil tax | (6,838) | (6,838) | (2,174) | (9,012) | |||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 497,747,525 | ||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 296,471 | $ 498 | $ 973,701 | $ (672,037) | $ (5,691) | $ 22,956 | $ 319,427 | ||||||||||||||||||
[1]Excludes accretion of dividend for redeemable non-controlling interest[2]Excludes deemed dividend related to warrant repricing[3]Excludes accretion of dividend for redeemable non-controlling interest. |
CONSOLIDATED STATEMENT OF EQU_2
CONSOLIDATED STATEMENT OF EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (256,725) | $ (111,581) | $ (96,829) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Share-based compensation expense | 21,982 | 11,972 | 9,113 |
Depreciation and amortization | 6,118 | 5,310 | 2,229 |
Obsolescence of inventory | 856 | 0 | 0 |
Noncash lease expense | 1,556 | 0 | 0 |
Non-cash interest expense (income) | (873) | 14,785 | 5,511 |
Allowance for doubtful accounts | 362 | 1,219 | 0 |
Bad debt expense | 0 | 1,643 | 0 |
Income tax benefit | (12,011) | (3,308) | 0 |
Issuance of common stock and warrants for professional fees | 1,430 | 0 | 0 |
Expense due to conversion of notes | 0 | 2,266 | 0 |
Other income (forgiveness of liabilities) | (1,198) | 0 | 0 |
Change in fair value of contingent consideration, net | (9,600) | (5,503) | 5,094 |
(Gain) loss on extinguishment of debt | (300) | (8,891) | 3,940 |
Impairment of and equity in loss of equity method investees | 11,529 | 16,780 | 13,718 |
Settlement of ROU operating lease liabilities | 0 | (5,926) | 0 |
Asset impairments | 172,540 | 51,319 | 73,669 |
(Gain) loss on disposal of subsidiaries, net | 1,323 | (276) | 952 |
(Gain) loss on remeasurement of investment | (2,915) | 0 | 3,179 |
Digital tokens received as payment for services | 0 | 0 | (40,700) |
Disposal of equity method investments | 0 | 0 | 245 |
Change in assets and liabilities, net of acquisitions: | |||
Accounts receivable | 5,941 | (6,214) | (2,278) |
Inventory | (4,418) | 0 | 0 |
Prepaid expenses and other assets | (13,089) | (6,745) | 2,881 |
Accounts payable | (1,577) | 2,206 | 2,862 |
Deferred revenue | 2,188 | 652 | 168 |
Amount due to related parties (interest) | 665 | 1,269 | (1,256) |
Accrued expenses, salary and other current liabilities | 686 | (2,445) | 3,718 |
Net cash used in operating activities | (75,530) | (41,468) | (13,784) |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (2,807) | (191) | (1,816) |
Acquisition of intangible assets | (3,712) | 0 | 0 |
Disposal of subsidiaries, net of cash disposed | 2,495 | 0 | 645 |
Acquisition of subsidiaries, net of cash acquired | (100,859) | 0 | (623) |
Investment in debt securities | (70,047) | 0 | 0 |
Investments in long-term investment | (44,941) | (2,850) | 0 |
Loans to third-parties | 0 | (1,988) | 0 |
Loans to related-party | (691) | 0 | 0 |
Proceeds from loan repayment | 473 | 1,529 | 0 |
Net cash used in investing activities | (220,089) | (3,500) | (1,794) |
Cash flows from financing activities | |||
Unpaid consideration | 295,000 | 27,000 | 9,132 |
Repayment of convertible notes | (80,000) | (12,000) | 0 |
Proceeds from exercise of options and warrants and issuance of common stock | 196,835 | 191,440 | 2,821 |
Proceeds from noncontrolling interest shareholder | 157 | 7,148 | 0 |
Repayment of redeemable noncontrolling interest | (8,820) | 0 | 0 |
Tax withholding paid for net share settlement of equity awards | (3,877) | 0 | 0 |
Proceeds (repayments) due from/to related parties | 0 | (2,999) | 3,161 |
Borrowings (repayments) from/to third parties | 0 | (2,540) | 0 |
Net cash provided by financing activities | 399,295 | 208,049 | 15,114 |
Effect of exchange rate changes on cash | 423 | 50 | (9) |
Net increase in cash and cash equivalents | 104,099 | 163,131 | (473) |
Cash and cash equivalents at the beginning of the period | 165,764 | 2,633 | 3,106 |
Cash and cash equivalents at the end of the period | 269,863 | 165,764 | 2,633 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income tax | 1,410 | 0 | 0 |
Cash paid for interest | 1,516 | 3,004 | 73 |
Issuance of shares for contingent consideration | 0 | 8,192 | 0 |
Issuance of shares for convertible notes conversion | 157,766 | 45,114 | 0 |
Tree Technologies measurement period adjustment to goodwill, non-controlling interest and intangible assets | 0 | 12,848 | 0 |
Disposal of assets in exchange of GTB | 0 | 0 | 20,219 |
Issuance of shares for acquisition of intangible assets | 0 | 0 | 10,005 |
Issuance of shares for acquisition of long-term investments | $ 59,808 | $ 0 | $ 40,715 |
Organization and Principal Acti
Organization and Principal Activities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Principal Activities | 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. The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Therefore, the Company operates in one segment with two business units: Ideanomics Mobility and Ideanomics Capital. Through June 30, 2022, the Company operates in one segment with two business units, Ideanomics Mobility and Ideanomics Capital. For the three months ended June 30, 2022, the Company completed one acquisition. We are in the in the process of filing the necessary disclosures in anticipation of obtaining the required shareholder approval to acquire 100% of VIA. The total aggregate consideration payable in connection with this transaction is equal to $630.0 million, consisting of an upfront payment at the closing of the transaction of $450.0 million and an earnout payment of up to $180.0 million. The Company anticipates that its internal management structure and the information reviewed by the chief operating decision maker will change such that it may have multiple reportable segments in the future. Anticipated segments are, Ideanomics Mobility, which will encompass the entities with businesses centered in the EV market, Ideanomics Capital, will encompass businesses centered in the finance/real estate market, Other which will encompass businesses that do not operate in the sectors covered by Ideanomics Mobility and Ideanomics Capital and a corporate entity which will encompass costs associated with head office operations, with the combination/consolidation of all segments and the corporate entity comprising the consolidated operations of the Company. The chief operating decision maker will review financial results at the segment level; the Company has appointed business unit managers for Ideanomics Mobility and Ideanomics Capital and is in the process of and revising its internal reporting, budgeting and forecasting process so as to be aligned with the anticipated corporate structure. Ideanomics Mobility will drive 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 CaaS and VaaS. Ideanomics Capital will be the Company’s fintech business unit, which focuses on leveraging technology and innovation to improve efficiency, transparency, and profitability for the financial services industry. Recent Developments Energica Tender Offer On September 15, 2021, the Company announced it had entered into an agreement to launch a voluntary conditional tender offer in concert with the founders of Energica for shares of Energica, pursuant to which Ideanomics plans to increase its investment from 20.0% in Energica to approximately 70.0%. The Energica founders shall continue to own 29.0% of Energica. On February 9, 2022, the Company wired €52.5 million (approximately $60.3 million) to an escrow account in order to facilitate and fund the conditional tender offer. On March, 7, 2022 the Company announced that it had achieved the 90.0% threshold for the conditional tender offer. The transaction received final approval from Italian regulatory authorities and closed on March 14, 2022. 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 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, 2021 filed with the SEC on September 2, 2022 Form 10-K. 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, the Company evaluates its estimates, including those related to the bad debt allowance, collectability of notes receivable, sales returns, fair values of financial instruments, equity investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-period financial statement presentation. Significant Accounting Policies For a detailed discussion of Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ consolidated financial statements included in the Company’s 2021 Form 10-K. During the six months ended June 30, 2022, the Company acquired one business, Energica, which resulted in the adoption of the following accounting policies with respect to that business. 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 FIFO basis. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value. The composition of inventory is as follows (in thousands) : June 30, 2022 December 31, 2021 Raw materials $ 3,555 $ 245 Work in progress 14,319 90 Finished goods 5,896 5,824 Total $ 23,770 $ 6,159 The majority of the inventory is held in US Hybrid, Solectrac and Energica entities and represents finished assemblies and sub assemblies to be used in delivering electric powertrain components and electric tractors to customers, respectively. Revenue For product sales, the acquired EV entities consider practical and contractual limitations in determining whether there is an alternative use for the product. For example, long-term design and build contracts are typically highly customized to a customer’s specifications. For contracts with no alternative use and an enforceable right to payment for work performed to date, including a reasonable profit if the contract were terminated at the customer’s convenience for reason other than nonperformance, the acquired EV entities recognize revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, the acquired EV entities have historically used the cost-to-total cost method to recognize the revenue over the life of the contract. For contracts recognized at a point in time, the acquired EV entities recognize revenue when control passes to the customer, which is generally based on shipping terms that address when title and risk and rewards pass to the customer. However, the acquired EV entities also consider certain customer acceptance provisions as certain contracts with customers include installation, testing, certification or other acceptance provisions. In instances where contractual terms include a provision for customer acceptance, the acquired EV entities consider whether they have previously demonstrated that the product meets objective criteria specified by either the seller or customer in assessing whether control has passed to the customer. For service contracts, the acquired EV entities recognize revenue as the services are rendered if the customer is benefiting from the service as it is performed, or otherwise upon completion of the service. Separately priced extended warranties are recognized as a separate performance obligation over the warranty period. The transaction price in the acquired EV entities’ contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances, and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends, and current factors including market conditions and status of negotiations. For design and build contracts, the acquired entities may at times collect progress payments from the customer throughout the term of the contract, resulting in contract assets or liabilities depending on the timing of the payments. Contract assets consist of unbilled amounts when revenue recognized exceeds customer billings. Contract liabilities consist of advance payments and billings in excess of revenue recognized. Design and engineering costs for highly complex products to be sold under a long-term production-type contract are deferred and amortized in a manner consistent with revenue recognition of the related contract or anticipated contract. Other design and development costs are deferred only if there is a contractual guarantee for reimbursement. Costs to obtain a contract (e.g., commissions) for contracts greater than one year are deferred and amortized in a manner consistent with revenue recognition of the related contract. Product Warranties The acquired EV entities’ standard product warranty terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The acquired EV entities estimate the liability for warranty claims based on standard warranties, the historical frequency of claims and the cost to replace or repair products under warranty. Factors that influence the warranty liability include the number of units sold, the length of warranty term, historical and anticipated rates of warranty claims and the cost per claim. The warranty liability as of June 30, 2022 is $0.6 million and is included in “Other long-term liabilities” within the condensed consolidated balance sheet. The warranty liability has not changed substantially subsequent to WAVE’s acquisition. Effects of COVID 19 COVID-19 is an infectious disease caused 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. 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 2021 as the effects of the Coronavirus appeared to lessen, and economic activity began to recover. However, commencing in the autumn and fall of 2021 and continuing, the U.S. as well as countries in Europe, South America and Asia began to experience an increase in new COVID-19 cases, and in some cases local, state, and national governments began to reinstate restrictive measures to stem the spread of the virus. The U.S. and other countries also experienced an increase in new COVID-19 cases after the fall and winter holiday season, with new, more infectious variants of COVID-19 identified. Various vaccines have been developed, with vaccinations programs in effect worldwide, though reaching acceptable levels of immunization against COVID-19 remains challenging at the local, regional and global level. The future effects of the virus are difficult to predict, due to uncertainty about the course of the virus, different variants that may evolve, and the supply of the vaccine on a local, regional, and global basis, as well as the ability to implement vaccination programs in a short time frame. The Company does not anticipate significant adverse effects on its operations’ revenue as compared to its business plan in the near- or mid-term, although the future effects of COVID-19 may result in regional restrictive measures which may constrain the Company’s operations, and supply chain shortages of various materials may have a negative effect on our EV sales or production capacity in the longer-term. The Company’s Tree Technologies business, which focuses on the sale of motorbikes in the ASEAN region, is experiencing disruption in its operations as a result the continued lockdowns in the region, which have adversely impacted its ability to fulfill committed orders. The Company continues to monitor the overall situation with COVID-19 and its effects on both local, regional and global economies. Liquidity and Going Concern The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the ASC 205, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company has a pending acquisition of VIA, a U.S. manufacturer of electric commercial vehicles including Class 2 through Class 5 cargo vans, trucks, and buses. The Company is in the in the process of obtaining required shareholder approval to acquire 100% of VIA. The total aggregate consideration payable in connection with this transaction is equal to $630.0 million, consisting of an upfront payment at the closing of the transaction of $450.0 million, more than $62.9 million of which has been paid to date (prior to closing) in cash as documented in the form of convertible notes, as well as an earnout payment of up to $180.0 million. In addition, the company has provided an incremental $11.7 million in bridge financing to VIA for the support of ongoing operations due to the delay in closing. This bridge loan will be forgiven at the time of closing. The remaining consideration for the acquisition of VIA is to be consummated with Ideanomics common stock, rather than cash. However, transaction fees are material and estimated to be $45.0 million, and it is anticipated that VIA will require operational and capital funding of $260.0 million in the next twelve months. The Company has filed a registration statement on Form S-4 regarding shareholder approval for the transaction. As of the date of these financial statements, the registration statement had not been declared effective, and the financial statements contained therein must be updated to December 31, 2021. An amended S-4 statement with the required updated financial statements is anticipated to be filed with the SEC in the second quarter of 2022. The terms of the agreement stated that either party may terminate the agreement under specified conditions as of August 31, 2022, however the Company has exercised its option to extend that date to September 30, 2022. As of December 31, 2021, the Company had cash and cash equivalents of approximately $269.9 million, of which $11.8 million is held in China and is subject to local foreign exchange regulations in that country, $0.4 million is held at a consolidated entity which requires the minority interest’s permission to withdraw, and additionally two subsidiaries have required capital or liquidity requirements of $2.2 million. The Company also had accounts payable and accrued expenses of $15.6 million, other current liabilities of $7.1 million, current contingent consideration of $0.6 million, lease payments due within the next twelve months of $3.1 million, and payments of short-term and long-term debt due within the next twelve months of $58.1 million. Additionally, the Company has committed to invest in the MDI Fund a total of $25.0 million, of which $20.4 million remains and may be called at any time. The Company had a net loss of $256.7 million for the year ended December 31, 2021, and an accumulated deficit of $605.8 million. The Company believes that its current level of cash and cash equivalents are not sufficient to fund continuing operations or the addition of the two planned acquisitions in various stages of completion. The Company will need to bring in new capital to support its growth and, as evidenced from its successful capital raising activities in 2020 and 2021, believes it has the ability to continue to do so. However, there can be no assurance that this will occur. As described in Note 15, on October 25, 2021 the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $75.0 million, and received aggregate gross proceeds of $75.0 million. The note is scheduled to mature on October 24, 2022 and bears interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note has a fixed conversion price of $1.88. The conversion price is not subject to adjustment except for subdivisions or combinations of common stock. Commencing April 1, 2022, the Company has the obligation to redeem $8.3 million per month, against the unpaid principal. This amount may be reduced by any conversions by YA II or optional redemptions made by the Company. As of December 31, 2021, after the conversion of principal in the amount of $17.5 million, $57.5 million remained outstanding. On August 30, 2022, the Company and YA II PN agreed to amend the terms of the outstanding convertible note and entered into an amendment agreement dated August 29, 2022. As of August 29, 2022, the outstanding principal balance of the Original Debenture was $16.7 million. The amendments to the Original Debenture amended the principal amount to reflect the outstanding balance as of August 29, 2022, change the maturity date to January 29, 2023 and adjust the conversion price to the lower of $1.50 or 85.0% of the lowest daily VWAP during the 7 consecutive Trading Days immediately preceding the Conversion Date or other date of determination, but not lower than $0.20 per share of common stock. The Company shall not have the right to prepay any amounts due under the Amended Debenture prior to the Maturity Date without the Investor’s prior written consent. The Company has various vehicles through which it could raise a limited amount of equity funding, however, these are subject to market conditions which are not within management’s control. As our Quarterly Report on Form 10-Q was not filed timely, we will not be Form S-3 eligible until August 9, 2023, which could make fund raising more difficult or more expensive. Management continues to seek to raise additional funds through the issuance of equity, mezzanine or debt securities. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our business and industry. These factors individually and collectively raise doubt about the Company’s ability to continue as a going concern. As of June 30, 2022, the Company’s principal source of liquidity is its unrestricted cash balance in the amount of $85.5 million of which $12.2 million is held by the Company’s subsidiaries located and China and is subject to foreign exchange control regulations and $2.2 million is minimum regulatory capital required to be held by US operating companies – we do not consider cash balances held in China or required minimum regulatory capital to be part of the Company’s liquid cash balances. The Company has experienced greater net losses and negative cash flows from operating and investing activities in the third quarter consistent with its business plan for ongoing activities and planned acquisitions. As of the date of the filing of this Form 10-Q, securing additional financing is in progress, and as such management has limited the extent to which it is taking actions to delay, scale back, or abandon future expenditures. As such, management’s actions to preserve an adequate level of liquidity for a period extending twelve months from the date of the filing of this Form 10-Q are no longer sufficient on their own without additional financing, to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern. We currently do not have adequate cash to meet our short or long-term needs. In the event additional capital is raised, it may have a dilutive effect on our existing stockholders. The Company’s ability to raise capital is critical. On September 2, 2022, the Company entered into a SEPA with YA II PN. Pursuant to the SEPA, the Company will have the right, but not the obligation, to sell to Yorkville up to 60 million shares of Common Stock, at the Company’s request any time during the 36 months following the execution of the SEPA, unless earlier terminated due to satisfaction of the terms therein. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of Common Stock up to 5.0 million shares. The shares would be purchased at a purchase price equal to 95.0% of the market price (as defined in the SEPA). In addition, the issuance of shares under the SEPA would be subject to certain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the SEPA cannot exceed 19.9% of the Company’s outstanding Common Stock as of the date September 2, 2022. The SEPA will become available when the Company has an effective S-1 registration statement, which is expected to occur during the fourth quarter of 2022. Although management continues to these facilities and other opportunities to raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company’s capitalization and liquidity, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. We believe substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. | Note 1. Organization and Principal Activities Ideanomics, Inc. (Nasdaq: IDEX) is a Nevada corporation that primarily operates in Asia and the United States through its subsidiaries and VIEs. Unless the context otherwise requires, the use of the terms “we,” “us,” “our” and the “Company” in these notes to consolidated financial statements refers to Ideanomics, its consolidated subsidiaries and VIEs. The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Therefore, the Company operates in one segment with two business units, Ideanomics Mobility and Ideanomics Capital. Ideanomics China is a subsidiary which holds the Company’s China based vehicle operations. Ideanomics Mobility’s mission is to use EVs and EV battery sales and financing to attract commercial fleet operators that will generate large scale demand for energy, energy storage systems, and energy management contracts. Ideanomics Mobility operates as an end-to-end solutions provider for the procurement, financing, charging and energy management needs for fleet operators of commercial EVs. Ideanomics Capital is the Company’s fintech business unit, which focuses on leveraging technology and innovation to improve efficiency, transparency, and profitability for the financial services industry. Effects of COVID-19 COVID-19 is an infectious disease cause by severe acute respiratory syndrome coronavirus. The disease was first identified in December 2020 in Wuhan, the capital of China’s Hubei province, and has since spread globally, resulting in the ongoing COVID-19 pandemic. As of August 31, 2022, over 607.6 million cases had been reported across the globe, resulting in 6.5 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 2021 as the effects of the Coronavirus appeared to lessen, and economic activity began to recover. However, commencing in the autumn and fall of 2021 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. Many of the Company’s operations are in the development or early stage, have not had significant revenues to date, and 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 local, regional and global economies. Liquidity and Going Concern The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the ASC 205, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company has a pending acquisition of VIA, a U.S. manufacturer of electric commercial vehicles including Class 2 through Class 5 cargo vans, trucks, and buses. The Company is in the in the process of obtaining required shareholder approval to acquire 100% of VIA. The total aggregate consideration payable in connection with this transaction is equal to $630.0 million, consisting of an upfront payment at the closing of the transaction of $450.0 million, more than $62.9 million of which has been paid to date (prior to closing) in cash as documented in the form of convertible notes, as well as an earnout payment of up to $180.0 million. In addition, the company has provided an incremental $11.7 million in bridge financing to VIA for the support of ongoing operations due to the delay in closing. This bridge loan will be forgiven at the time of closing. The remaining consideration for the acquisition of VIA is to be consummated with Ideanomics common stock, rather than cash. However, transaction fees are material and estimated to be $45.0 million, and it is anticipated that VIA will require operational and capital funding of at least $260.0 million in the next twelve months. The Company has filed a registration statement on Form S-4 regarding shareholder approval for the transaction. As of the date of these financial statements, the registration statement had not been declared effective, and the financial statements contained therein must be updated to December 31, 2021. An amended S-4 statement with the required updated financial statements is anticipated to be filed with the SEC in the fourth quarter of 2022. The terms of the agreement stated that either party may terminate the agreement under specified conditions as of August 31, 2022, however the Company has exercised its option to extend that date to September 30, 2022. As of December 31, 2021, the Company had cash and cash equivalents of approximately $269.9 million, of which $11.8 million is held in China and is subject to local foreign exchange regulations in that country, $0.4 million is held at a consolidated entity which requires the minority interest’s permission to withdraw, and additionally two subsidiaries have required capital or liquidity requirements of $2.2 million. The Company also had accounts payable and accrued expenses of $15.6 million, other current liabilities of $7.1 million, current contingent consideration of $0.6 million, lease payments due within the next twelve months of $3.1 million, and payments of short-term and long-term debt due within the next twelve months of $58.1 million. Additionally, the Company has committed to invest in the MDI Fund a total of $25.0 million, of which $20.4 million remains and may be called at any time. The Company had a net loss of $256.7 million for the year ended December 31, 2021, and an accumulated deficit of $605.8 million. The Company believes that its current level of cash and cash equivalents are not sufficient to fund continuing operations or the addition of the two planned acquisitions in various stages of completion. The Company will need to bring in new capital to support its growth and, as evidenced from its successful capital raising activities in 2020 and 2021, believes it has the ability to continue to do so. However, there can be no assurance that this will occur. As described in Note 15, on October 25, 2021 the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $75.0 million, and received aggregate gross proceeds of $75.0 million. The note is scheduled to mature on October 24, 2022 and bears interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note has a fixed conversion price of $1.88. The conversion price is not subject to adjustment except for subdivisions or combinations of common stock. Commencing April 1, 2022, the Company has the obligation to redeem $8.3 million per month, against the unpaid principal. This amount may be reduced by any conversions by YA II or optional redemptions made by the Company. As of December 31, 2021, after the conversion of principal in the amount of $17.5 million, $57.5 million remained outstanding. The Company has various vehicles through which it could raise a limited amount of equity funding, however, these are subject to market conditions which are not within management’s control. As our Quarterly Report on Form 10-Q was not filed timely, we will not be Form S-3 eligible until August 9, 2023, which could make fund raising more difficult or more expensive. Management continues to seek to raise additional funds through the issuance of equity, mezzanine or debt securities. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our business and industry. These factors individually and collectively raise doubt about the Company’s ability to continue as a going concern. As of June 30, 2022, the Company’s principal source of liquidity is its unrestricted cash balance in the amount of $85.5 million of which $12.2 million is held by the Company’s subsidiaries located and China and is subject to foreign exchange control regulations and $2.2 million is minimum regulatory capital required to be held by US operating companies – we do not consider cash balances held in China or required minimum regulatory capital to be part of the Company’s liquid cash balances. The Company had negative cash flow from operating activities of $81.8 million for the six months ended June 30, 2022. The Company has experienced greater net losses and negative cash flows from operating and investing activities in the third quarter consistent with its business plan for ongoing activities and planned acquisitions. As of the date of the filing of this Form 10-K, securing additional financing is in progress, and as such management has limited the extent to which it is taking actions to delay, scale back, or abandon future expenditures. As such, management’s actions to preserve an adequate level of liquidity for a period extending twelve months from the date of the filing of this Form 10-K are no longer sufficient on their own without additional financing, to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern. We currently do not have adequate cash to meet our short or long-term needs. In the event additional capital is raised, it may have a dilutive effect on our existing stockholders. The Company’s ability to raise capital is critical. On September 1, 2022, the company entered into a SEPA with YA II PN. The Company will be able to sell up to sixty million of the Company’s shares of common stock, par value $0.001 per share (the at the Company’s request any time during the 36 months following the date of the SEPA’s entrance into force. The shares would be purchased at 95.0% of the Market Price (as defined below) and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 5.0% of the Company’s common stock. Market Price is the lowest daily VWAP of the Common Shares during the three Although management continues to use these facilities and other opportunities to raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company’s capitalization and liquidity, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. We believe substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. |
Immaterial Corrections of Prior
Immaterial Corrections of Prior Period Financial Statements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | ||
Immaterial Corrections of Prior Period Financial Statements | Note 2. Immaterial Corrections of Prior Period Condensed Consolidated Financial Statements In the fourth quarter of 2021, the Company became aware of immaterial errors primarily related to amortization expense on certain intangible assets acquired in various acquisitions, the classification of gains and losses from equity method investments, the classification of certain costs, and the accounting for non-controlling interest and income taxes related to the Company’s acquisition of 51% of the ownership interests of Tree Technologies, a Malaysian company engaged in the EV market in December 2019. An assessment concluded that the errors were not material, individually or in the aggregate, to any prior period consolidated financial statements. As such, in accordance with ASC 250, “Accounting Changes and Error Corrections” and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2021 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Revenue – sales of products $ 7,410 $ (453) $ 6,957 Total revenue 30,847 (719) 30,128 Cost of revenue – sales of products 6,591 (531) 6,060 Cost of revenue – sales of services 14,954 (291) 14,663 Total cost of revenue 21,545 (449) 21,096 Gross profit 9,302 (270) 9,032 Selling, general and administrative 20,361 (581) 19,780 Depreciation and amortization 1,635 (194) 1,441 Total operating expenses 19,830 (775) 19,055 Loss from operations (10,528) 505 (10,023) Loss before income taxes and non-controlling interest (8,573) 505 (8,068) Income tax benefit 1,570 112 1,682 Net loss (7,465) 618 (6,847) Net loss attributable to common shareholders (7,465) 618 (6,847) Net loss attributable to non-controlling interest 203 (51) 152 Net loss attributable to Ideanomics common shareholders (7,262) 567 (6,695) Foreign currency translation adjustments (41) 1 (40) Comprehensive loss $ (7,526) $ 619 $ (6,907) Comprehensive loss attributable to non-controlling interest 210 (52) 158 Comprehensive loss attributable to Ideanomics, Inc. shareholders $ (7,316) $ 567 $ (6,749) There was no change in earnings per share – basic and diluted from the immaterial error corrections. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2021 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Revenue – sales of products $ 11,957 $ (485) $ 11,472 Total revenue 60,785 (719) 60,066 Cost of revenue – sales of products 10,945 (433) 10,512 Cost of revenue – sales of services 29,697 (420) 29,277 Total cost of revenue 40,642 (320) 40,322 Gross profit 20,143 (399) 19,744 Selling, general and administrative 37,380 (711) 36,669 Depreciation and amortization 2,763 6 2,769 Total operating expenses 43,481 (705) 42,776 Loss from operations (23,338) 306 (23,032) Loss on disposal of subsidiaries (1,446) 182 (1,264) Other income, net 681 (182) 499 Loss before income taxes and non-controlling interest (22,168) 306 (21,862) Income tax benefit 8,824 203 9,027 Equity in loss of equity method investees (698) 83 (615) Net loss (14,042) 592 (13,450) Net loss attributable to common shareholders (14,042) 592 (13,450) Net loss attributable to non-controlling interest 367 (95) 272 Net loss attributable to Ideanomics common shareholders (13,675) 497 (13,178) Foreign currency translation adjustments (901) 168 (733) Comprehensive loss (14,963) 760 (14,203) Comprehensive loss attributable to non-controlling interest 763 (172) 591 Comprehensive loss attributable to Ideanomics, Inc. shareholders $ (14,200) $ 588 $ (13,612) There was no change in earnings per share – basic and diluted from the immaterial error corrections. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statement of cash flows for the six months ended June 30, 2021 (in thousands): Previously Reported Adjustment As Revised Cash flows from operating activities Net loss $ (14,042) $ 592 $ (13,450) Depreciation and amortization 2,763 6 2,769 Income tax benefit (9,190) (203) (9,393) Equity in losses of equity method investees 698 (83) 615 Accounts receivable 5,503 (535) 4,968 Inventory 379 (876) (497) Prepaid expenses and other assets (7,711) 296 (7,415) Accrued expenses, salary and other current liabilities $ 8,975 $ 801 $ 9,776 | Note 2. Immaterial Corrections of Prior Period Financial Statements The Company has determined that there were immaterial errors in the consolidated financial statements as of and for the year ended December 31, 2020 related to its accounting of the acquisition of 51% of the ownership interests of Tree Technologies, a Malaysian company engaged in the EV market, in December 2019. The Company determined that it did not recognize a deferred tax liability and consequently, additional goodwill, in the initial purchase price allocation of Tree Technologies as of December 31, 2019, which also resulted in certain income tax benefits not being recognized during the year ended December 31, 2020. In addition, the Company determined that it did not recognize certain measurement period adjustments for the Tree Technologies acquisition as of December 31, 2020 and income tax benefits associated with the impairment of the marketing and distribution agreement acquired in the acquisition during the year ended December 31, 2020. The Company also 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. Additionally, the Company changed the accounting model for one investment from that of a cost method investment to an equity method investment. The Company assessed the materiality of these errors in accordance with Staff Accounting Bulletin No. 99, Materiality, and the Company determined that, qualitatively, the amounts, individually and in the aggregate, would have no bearing on the decision-making process of a reasonable investor. Accordingly, the Company is correcting the relevant consolidated financial statements and related footnotes as of and for the year ended December 31, 2020 within these consolidated financial statements. The Company intends to revise its condensed consolidated financial statements for the periods ended March 31, 2021, June 30, 2021, and September 30, 2021 through subsequent periodic filings. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated balance sheet as of December 31, 2020 (in thousands): Previously Reported Adjustments As Revised Assets Goodwill $ 1,165 $ (460) $ 705 Operating lease right of use assets 7,117 (6,962) 155 Long-term investments 8,570 (83) 8,487 Other non-current assets 517 6,961 7,478 Total assets 234,412 (543) 233,869 Liabilities Other current liabilities 1,920 315 2,235 Current portion of operating lease liabilities 430 (315) 115 Operating lease liability – long term 6,759 (6,740) 19 Deferred tax liabilities — 5,045 5,045 Other long-term liabilities 535 6,740 7,275 Total liabilities 32,643 5,045 37,688 Stockholders’ Equity Accumulated deficit (346,883) (2,864) (349,747) Accumulated other comprehensive income 1,256 (25) 1,231 Total Ideanomics, Inc. shareholders’ equity 186,584 (2,889) 183,695 Non-controlling interest 6,438 (2,699) 3,739 Total equity 193,022 (5,588) 187,434 Total liabilities, convertible redeemable preferred stock. redeemable non-controlling interest and stockholders’ equity $ 234,412 $ (543) $ 233,869 The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated statement of operations for the year ended December 31, 2020 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Goodwill impairment $ 9,323 $ 8,766 $ 18,089 Loss from operations (86,879) (8,765) (95,644) Income tax benefit — 3,308 3,308 Impairment of and equity in loss of equity method investees (16,698) (82) (16,780) Net loss (106,043) (5,538) (111,581) Net loss attributable to Ideanomics, Inc. common shareholders (98,400) (2,864) (101,264) Basic and diluted loss per share $ (0.46) $ (0.01) $ (0.47) The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated statement of comprehensive loss for the year ended December 31, 2020 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Net loss $ (106,043) $ (5,538) $ (111,581) Foreign currency translation adjustments 3,208 (50) 3,158 Comprehensive loss (102,835) (5,588) (108,423) Comprehensive loss attributable to non-controlling interest 6,539 2,699 9,238 Comprehensive loss attributable to Ideanomics, Inc. shareholders $ (96,480) $ (2,889) $ (99,369) In addition, certain additional temporary differences between financial statement amounts and tax amounts at December 31, 2020, relating to the PRC companies were identified after issuance of the financial statements. These resulted in the recognition of $0.3 million additional deferred tax assets, offset by $5,000 additional deferred tax liabilities and $0.3 million additional valuation allowance with no effect on the balance sheet or income statement. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated statement of cash flows for the year ended December 31, 2020 (in thousands): Previously Reported Adjustment As Revised Cash flows from operating activities Net loss $ (106,043) $ (5,538) $ (111,581) Income tax benefit — (3,308) (3,308) Impairment of and equity in loss of equity method investees $ 16,698 $ 82 $ 16,780 Impairment losses 42,554 8,765 51,319 Net cash used in operating activities $ 41,468 $ — $ 41,468 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements of Ideanomics, its subsidiaries and VIEs were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenues and expenses of the subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the bad debt allowance, collectability of notes receivable, sales returns, fair values of financial instruments, equity investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. (c) Cash and Cash Equivalents Cash consists of cash on hand, demand deposits, time deposits, and other highly liquid instruments with an original maturity of three months or less when purchased. Investments in money market or similar funds are evaluated in order to determine if the fund meets the definition of cash equivalents. The factors evaluated include the weighted-average maturity date of the fund’s underlying securities, the fund’s redemption policies, and if the fund’s investment attributes are consistent with the investment attributes of an SEC-registered money market fund. Refer to Note 22 for additional information on our credit and foreign currency risks. (d) Accounts Receivable, net Accounts receivable are recognized at invoiced amounts and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company reviews its allowance for doubtful accounts receivable on an ongoing basis. In establishing the required allowance, management considers any historical losses, the customer’s financial condition, the accounts receivable aging, and the customer’s payment patterns. After all attempts to collect a receivable have failed and the potential for recovery is remote, the receivable is written off against the allowance. (e) Notes receivable Notes receivable consist of two convertible promissory notes for which the Company had elected the fair value option. The convertible notes receivable were recorded at fair value at the reporting period and any changes to fair value and foreign currency were recorded in earnings. Refer to Note 6 for additional information. (f) Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and improvements, which extend the original estimated economic useful lives of applicable assets, are capitalized. Expenditures for normal repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation of assets sold or retired are removed from the accounts and any gain or loss thereon is recognized in the consolidated statement of operations. Depreciation is provided for on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful life is 3 to 10 years for furniture and electronic equipment, 3 to 5 years for vehicles, 5 years for shop equipment and the lesser of lease terms or the estimated useful lives of the assets for leasehold improvements. Construction in progress is stated at the lower of cost or fair value, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Construction in progress at December 31, 2020 represents Fintech Village under construction. The Company recorded impairment losses of $3.3 million and $2.3 million in the years ended December 31, 2020 and 2019, respectively, related to Fintech Village’s land, building and capitalized architect costs. Refer to Note 10 for additional information. In the three months ended December 31, 2021, we closed on the sale of Fintech Village for $2.8 million, incurring commissions and fees of $0.2 million. Asset Retirement Obligations Asset retirement obligations generally apply to legal obligations associated with the retirement of a tangible long-lived asset that result from the acquisition, construction or development and the normal operation of a long-lived asset. If a reasonable estimate of fair value can be made, the fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred or a change in estimate occurs. Asset retirement costs associated with asset retirement obligations are capitalized with the carrying amount of the related long-lived assets and depreciated over the related asset’s estimated useful life. The Company’s asset retirement obligations as of December 31, 2020 were associated with the acquisition of Fintech Village, in which the Company was contractually obligated to remediate certain existing environmental conditions. Refer to Note 10 for additional information regarding Fintech Village. The Company recorded impairment losses related to retirement asset costs of $0, $2.0 million and $1.5 million in the years ended December 31, 2021, 2020 and 2019, respectively. Refer to Note 10 for more information. (g) Business Combinations The Company includes the results of operations of the businesses that are acquired as of the acquisition date. The Company allocates the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Contingent consideration in a business combination is included as part of the acquisition cost and is recognized at fair value as of the acquisition date. Fair value is generally estimated by using a probability-weighted discounted cash flow approach, Monte-Carlo simulation model, or scenario-based method. Any liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, and any changes in fair value are recognized in earnings. (h) Intangible Assets and Goodwill The Company accounts for intangible assets and goodwill in accordance with ASC 350. ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. In accordance with ASC 350, goodwill is allocated to reporting units, which are either the operating segment or one reporting level below the operating segment. On an annual basis and more frequently based on triggering events, as of October 1 of each year, management reviews goodwill for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, goodwill is further tested for impairment by comparing the carrying amount to the estimated fair value of its reporting units, determined using externally quoted prices (if available) or a discounted cash flow model and, when deemed necessary, a market approach. Goodwill impairment, if any, is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value. Application of goodwill impairment tests requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units and determination of fair value of each reporting unit. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the reporting unit, composition, personnel or strategy changes affecting the reporting unit and recoverability of asset groups within a reporting unit. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates, and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each reporting unit. The Company recorded an impairment loss of $101.5 million and $18.1 million related to goodwill in the year ended December 31, 2021 and 2020, respectively. Refer to Note 11 for additional information. The Company has other intangible assets, excluding goodwill, which consist primarily of patents, trademarks, brands and land use rights, which are generally recorded in connection with acquisitions at their fair value. Intangible assets with estimable lives are amortized, generally on a straight-line basis, over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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 ASC 950, has not been amortized. The costs to maintain the current status of the title plant are recorded as a current period expense. The Company recorded impairment losses related to intangible assets acquired in various acquisitions of $50.6 million and $20.4 million in the years ended December 31, 2021 and 2020, respectively. The Company recorded an impairment loss related to a secure mobile financial information, social and messaging platform of $5.7 million in the year ended December 31, 2019. Refer to Note 11 for additional information. (i) Digital Currency In the past, the Company has enter into transactions denominated in digital currency, which may consist of GTB Bitcoin, Ethereum and/or other types of digital currency. Digital currency is a type of digital asset that is not a fiat currency and is not backed by hard assets or other financial instruments. As a result, the value of digital currency is determined by the value that various market participants place on the respective digital currencies through their transactions. Holders of digital currency make or lose money from buying and selling digital currency. Given that there is limited precedent regarding the classification and measurement of cryptocurrencies and other digital currencies under U. S. GAAP at the time of the transactions, the Company determined to account for these currencies as indefinite-lived intangible assets in accordance with ASC 350. In the year ended December 31, 2019, the Company entered into transactions in which it received 8.3 million GTB, valued at the time at $61.1 million. On October 29, 2019, GTB had an unexpected significant decline in quoted price, from $17.00 to $1.84. This decline continued through the three months ended December 31, 2019, and on December 31, 2019 the quoted price was $0.23. As a result of this decline in quoted price, and its inability to convert GTB into other digital currencies which were more liquid, or fiat currency, the Company performed an impairment analysis and recorded an impairment loss of $61.1 million. Refer to Note 11 for additional information. (j) 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 basis. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value. The majority of the inventory represents finished assemblies and sub assemblies to be used in delivering electric powertrain components and electric tractors to customers. There were no inventories as of December 31, 2020, as the inventories were acquired with the 2021 Acquisitions. The composition of inventory is as follows (in thousands): December 31, 2021 Raw materials $ 245 Work in progress 90 Finished goods 5,824 Total $ 6,159 The following table summarizes the movement in the inventory reserve (in thousands): December 31, 2021 Balance at the beginning of the year $ — Increases (856) Decreases — Balance at the end of the year $ (856) (j) Long-term Investments The Company accounts for equity investments through which management exercises significant influence but does not have control over the investee under the equity method. Under the equity method, the investment is initially recorded at cost and adjusted for the Company’s share of undistributed earnings or losses of the investee. The Company’s share of losses is not recognized when the investment is reduced to zero unless the Company guarantees the investees’ obligations or has committed to providing additional funding. The equity investments which are not consolidated or accounted for under the equity method are either carried at fair value or under the measurement alternative upon the adoption of the ASU No. 2016-1. The Company utilizes the measurement alternative for equity investments that do not have readily determinable fair values and measures these investments at cost less impairment plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company classifies its long-term investments as non-current assets on the consolidated balance sheets. Impairment of Investments Management periodically reviews long-term investments for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investment may not be fully recoverable. Management considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist and the fair value of the investment is below the carrying amount, an impairment loss is recorded to record the investment at fair value. The Company recorded impairment losses of $1.5 million, $0.2 million and $3.0 million in the years ended December 31, 2021, 2020 and 2019, respectively, for equity investments accounted for under the measurement alternative, and recorded impairment losses of $7.9 million, $16.7 million and $13.1 million in the years ended December 31, 2021, 2020 and 2019, respectively, for investments accounted for as equity method investments. Refer to Note 12 for additional information on impairment losses related to investments. (k) Leases The Company leases certain office space and equipment from third-parties. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. For leases beginning in 2019 and later, at the inception of a contract management assesses whether the contract is, or contains, a lease. The assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the right to substantially all the economic benefit from the use of the asset throughout the period is obtained, and (3) whether the Company has the right to direct the use of the asset. At the inception of a lease, management allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from the non-lease components (e.g., common-area maintenance costs). Leases may include one or more options to renew, with renewal terms that can extend the lease term from one year or more. Renewal periods are included in the lease term only when renewal is reasonably certain, which is a high threshold and requires management to apply judgment to determine the appropriate lease term. The Company’s leases do not include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Certain lease agreements include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. All of the Company’s leases are classified as operating leases. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases and initial direct costs on our right-of-use asset and lease liability was not material. ASC 842 requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or cancellation provisions, and determining the discount rate. As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption date of ASC 842 in determining the present value of lease payments for existing leases. The Company uses information available at the lease commencement date, or in the event of leases assumed in a business combination, the acquisition date, to determine the discount rate for any new leases. In the years ended December 31, 2021 and 2020, the Company recorded impairment losses of $0.1 million and $6.3 million related to right of use assets subsequent to vacating the real estate. The Company did not record impairment losses related to right of use assets for the year ended December 31, 2019. Refer to Note 13 for additional information. (l) Product Warranties Certain of the Company’s products are sold subject to standard product warranty terms, which generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The Company 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 December 31, 2021 is $0.5 million and is included in “Other current liabilities” within the consolidated balance sheet. The warranty liability has not changed substantially subsequent to WAVE’s acquisition. (m) Convertible Promissory Notes The Company accounts for its convertible notes The discounts on the convertible notes, consisting of amounts ascribed to warrants are amortized to interest expense, using the effective interest method, over the terms of the related convertible notes. Each convertible note is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible note and separate accounting treatment. The Company also analyzes the features of its convertible notes which, when triggered, mandate a downward adjustment to the instrument’s strike price (or conversion price) if equity shares are issued at a lower price (or equity-linked financial instruments are issued at a lower strike price) than the instrument’s then-current strike price. The purpose of the feature is typically to protect the instrument’s counterparty from future issuances of equity shares at a more favorable price. (n) Fair Value Measurements U.S. GAAP requires the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The various levels of the fair value hierarchy are described as follows: ● Level 1 - Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. ● Level 2 - Quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability. ● Level 3 - Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company reviews the valuation techniques used to determine if the fair value measurements are still appropriate on an annual basis, and evaluates and adjusts the unobservable inputs used in the fair value measurements based on current market conditions and third-party information. The fair values of certain financial assets and liabilities, such as cash and cash equivalents, accounts receivable, notes receivable, accrued expenses and other current liabilities approximate carrying amounts because of the short-term nature of these instruments. Investments that are classified as available-for-sale are measured at fair value on a recurring basis. Our financial and non-financial assets and liabilities that are measured at fair value on a nonrecurring basis include goodwill and other intangible assets, asset retirement obligations, and adjustment in carrying amount of equity securities for which the measurement alternative of cost less impairment plus or minus observable price changes is used. (o) Assets and Liabilities Held for Sale The Company classifies assets and liabilities (disposal group) to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the disposal groups; (2) the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group; (3) an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; (4) the sale of the disposal group is probable, and (5) transfer of the disposal group is expected to qualify as a completed sale within one year, except if events or circumstances beyond the Company’s control extend the period of time required to sell the disposal group beyond one year; (6) the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (7) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying amount or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent losses as an adjustment to the carrying amount of the disposal group. As part of this assessment, the Company also evaluates the criteria for reporting the disposal group as a discontinued operation. Factors which the Company considers includes, but is not limited to, the level of continuing involvement, if any, whether the disposal constitutes a strategic shift, and the relative magnitude of revenue, net income or loss, and total assets. (p) Foreign Currency Translation The Company uses the United States dollar as its reporting currency. The Company’s worldwide operations utilize the local currency or USD as the functional currency, where applicable. For certain foreign subsidiaries, USD is used as the functional currency. This occurs when the subsidiary is considered an extension of the parent. The functional currency of certain subsidiaries and VIEs located in the PRC and Hong Kong is either the RMB or HKD. In the consolidated financial statements, the financial information of the entities which use RMB and HKD as their functional currency has been translated into USD: assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at the historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of “Accumulated other comprehensive loss” in the equity section of the consolidated balance sheets. Transactions denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated in the functional currency at the applicable rates of exchange in effect at the balance sheet date. Foreign currency (gains) losses of $0.2 million, $(0.1) million, and $0.1 million were recorded in the years ended December 31, 2021, 2020, and 2019, respectively. (q) Escrow and Trust Deposits In providing escrow services, the Company holds funds for others in a fiduciary capacity, pending completion of real estate transactions. A separate, self-balancing set of accounting records is maintained to record escrow transactions. Escrow trust funds held for others are not the Company’s and, therefore, are excluded from the consolidated balance sheet, however, the Company remains contingently liable for the disposition of these deposits. Escrow trust balances at December 31, 2021 were $21.4 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. The Company follows the practice of non-recognition of costs borne by the financial institution where escrow funds are deposited. There were no escrow trust balances as of December 31, 2020 as these were acquired with the acquisition of Timios in January 2021. (r) Revenue Recognition General The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. For most of the Company’s customer arrangements, control transfers to customers at a point in time, as that is generally when legal title, physical possession and risk and rewards of goods/services transfer to the customer. In certain arrangements, control transfers over time as the customer simultaneously receives and consumes the benefits as the Company completes the performance obligations. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on the observable prices charged to customers or adjusted market assessment or using expected cost-plus margin when one is available. Adjusted market assessment price is determined based on overall pricing objectives taking into consideration market conditions and entity specific factors. The Company performs an analysis of the relevant terms of its sales contracts, including whether or not it controls the product prior to sale, whether or not it incurs inventory risk, and other factors in order to determine if revenue should be recorded as a principal or agent. Certain customers may receive discounts or rebates, which are accounted for as variable consideration. Variable consideration is estimated based on the expected amount to be provided to customers, and initially reduces revenues recognized. The Company records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company expenses as incurred any commissions or other fees which, if capitalizable, would have an amortization period of less than one year. The Company recognizes revenue either on a Principal or Agent basis, depending on the terms of the underlying transaction, including the ability to control the product and the level of inventory risk taken. Revenues recognized in a Principal capacity are reported gross, while revenues recognized as an Agent are reported net. Substantially all of the deferred revenue as of December 31, 2019 was recognized as revenue in the year ended December 31, 2020. Title, Closing and Appraisal Revenue Premiums from title insurance policies written by independent agencies are recognized net of commission costs when the policies are reported to the Company upon the closing of a transaction 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. 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 the Company, 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. 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, the Company 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. EV and Related Revenue For product sales, the Company 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, the Company recognizes revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, revenue is determined each quarter, on the basis of accumulated project expenses in relation to estimated accumulated project expenses upon completion. For contracts recognized at a point in t |
Revenue
Revenue | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | Note 4. Revenue The following table summarizes the Company’s revenues disaggregated by revenue source, geography (based on the Company’s business locations,) and timing of revenue recognition (in thousands): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 As restated As restated Geographic Markets Malaysia $ 33 $ 40 $ 50 $ 47 USA 14,372 25,014 26,132 51,889 PRC 15,647 5,074 28,882 8,130 Italy 4,150 — 4,529 — Total $ 34,202 $ 30,128 $ 59,593 $ 60,066 Product or Service Electric vehicles products $ 23,577 $ 5,274 $ 38,200 8,304 Electric vehicles services 74 75 157 108 Charging, batteries and powertrain products 956 1,683 1,210 3,168 Charging, batteries and powertrain services 338 617 790 756 Title and escrow services 9,171 22,069 19,096 46,909 Digital advertising services and other — 34 — 231 Fund raising services 7 — 7 — Other revenue 79 376 133 590 Total $ 34,202 $ 30,128 $ 59,593 $ 60,066 Timing of Revenue Recognition Products and services transferred at a point in time $ 33,783 $ 29,059 $ 58,639 $ 58,611 Services provided over time 419 1,069 954 1,455 Total $ 34,202 $ 30,128 $ 59,593 $ 60,066 In the three months ended June 30, 2022 and 2021, the Company recognized revenue of $3.9 million and $1.4 million recorded in deferred revenue as of the beginning of the periods, respectively. In the six months ended June 30, 2022 and 2021, the Company recognized revenue of $3.7 million and $0.6 million recorded in deferred revenue as of the beginning of the periods, respectively. In the three months ended June 30, 2022 and 2021, the Company recorded grant revenue of $0.1 million and 0.4 million, respectively. In the six months ended June 30, 2022 and 2021, the Company recorded grant revenue of 0.1 million and 0.6 million, respectively, in “Other revenue” in the consolidated statements of operations. | Note 4. Revenue The following table summarizes the Company’s revenues disaggregated by revenue source, geography (based on the Company’s business locations), and timing of revenue recognition (in thousands): Year Ended December 31, December 31, December 31, 2021 2020 2019 Geographic Markets Malaysia $ 65 $ 83 $ — USA 84,303 1,631 41,873 PRC 29,712 25,045 2,693 Total $ 114,080 $ 26,759 $ 44,566 Product or Service Digital asset management services $ — $ — $ 40,700 Digital advertising services and other 231 1,631 1,173 Title and escrow services 72,686 — — Electric vehicle products 31,123 19,462 — Electric vehicle services 204 — 2,693 Combustion engine vehicles — 5,160 — Charging, battery and powertrain products 5,886 506 — Charging, battery and powertrain services 2,645 — — Other revenue 1,305 — — Total $ 114,080 $ 26,759 $ 44,566 Timing of Revenue Recognition Products and services transferred at a point in time $ 110,079 $ 26,729 $ 3,866 Products and services provided over time 4,001 30 40,700 Total $ 114,080 $ 26,759 $ 44,566 The following table provides information about client receivables, contract liabilities and contract assets from contracts with customers: Year ended December 31, 2021 December 31, 2020 Balances from contracts with customers: Accounts receivable $ 3,338 $ 7,400 Deferred revenue 5,392 1,129 Contract assets 2,772 — In the years ended December 31, 2021, 2020 and 2019, the Company recognized revenue of $0.6 million, $0.5 million, and $0.3 million recorded in deferred revenue as of the beginning of the period. In the years ended December 31, 2021, 2020 and 2019, the Company recorded grant revenue of $1.3 million, $0.0 million, and $0.0 million in “Other revenue” in the consolidated statements of operations. In the year ended December 31, 2021 the Company recorded a contract asset of $0.6 million as US Hybrid has an amount due of this amount from a customer contract for which US Hybrid has not yet performed the performance obligations. The Company expects to recognize this revenue of $0.6 million in the year ending December 31, 2022, and at that time will reclassify the contract asset. |
Available-for-Sale Securities
Available-for-Sale Securities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Available-for-Sale Securities | Note 5. Available-for-Sale Securities The Company accounts for its available-for-sale securities at their fair value, with changes in fair value, if any, recorded in other comprehensive income. The fair value of available-for-sale securities is determined utilizing Level 1 inputs, as further discussed below. The following table provides certain information related to available-for-sale debt securities (in thousands): As of June 30, 2022 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value Available-for-sale securities: SILK EV Note (a) $ 15,000 $ 902 $ 4 $ (20) $ (15,886) $ — Equity and debt securities (b) 3,791 — — (479) — 3,312 Total available-for-sale securities $ 18,791 $ 902 $ 4 $ (499) $ (15,886) $ 3,312 (a) Silk EV Convertible Promissory Note 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 principal amount of the convertible promissory note is $15.0 million, is unsecured, bears interest at an annual rate of 6.0%, and the scheduled maturity date was January 28, 2022. Upon a qualified equity financing, as defined, the outstanding principal and accrued interest 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 convertible promissory note contains certain customary events of default and other rights and obligations of the parties. SILK EV did not remit payment of principal and interest on the scheduled maturity date of January 28, 2022, and the Company has sent a notice of default. The Company determined that the Silk EV note was fully impaired and recorded an impairment loss of $15.8 million recorded in “Asset impairment” in the year ended December 31, 2021. (b) Equity and Debt Securities As of March 31, 2022 the fair value of debt and equity securities was $3.3 million. The equity and debt securities are were classified as a Level 1 financial instrument. | Note 5. Available-for-Sale Securities The Company accounts for its available-for-sale securities at their fair value, with changes in fair value, if any, recorded in other comprehensive income. The following table provides certain information related to available-for-sale debt securities (in thousands): As of December 31, 2021 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value Silk EV Note $ 15,000 $ 833 $ 4 $ (20) $ (15,817) $ — Total available-for-sale securities $ 15,000 $ 833 $ 4 $ (20) $ (15,817) $ — Silk EV Convertible Promissory Note 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 principal amount of the convertible promissory note is $15.0 million, is unsecured, bears interest at an annual rate of 6.0%, and the scheduled maturity date is January 28, 2022. Upon a qualified equity financing, as defined, the outstanding principal and accrued interest 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 convertible promissory note contains certain customary events of default and other rights and obligations of the parties. SILK EV did not remit payment of principal and interest on the scheduled maturity date of January 28, 2022, and the Company has sent a notice of default. The Company determined that the Silk EV note was fully impaired and recorded an impairment loss of $15.8 million recorded in “Asset impairments” in the year ended December 31, 2021. |
Notes Receivable
Notes Receivable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Notes Receivable | Note 6. Notes Receivable from Third Parties Notes receivable consists of the following (in thousands): As of June 30, 2022 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value VIA Note (a) $ 48,018 $ 1,448 $ — $ — $ — $ 49,466 VIA Note-2(a) 7,282 4 — — — 7,286 Inobat Note (b) 11,819 447 291 — — 12,557 Timios (c) 521 — — — — 521 Total notes receivable $ 67,640 $ 1,899 $ 291 $ — $ — $ 69,830 As of December 31, 2021 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value VIA Note (a) $ 42,500 $ 578 $ — $ — $ — $ 43,078 Inobat Note (b) 11,819 10 — — — 11,829 Total notes receivable $ 54,319 $ 588 $ — $ — $ — $ 54,907 (a) VIA Convertible Promissory Note On August 30, 2021, the Company invested $42.5 million in VIA, in the form of a convertible promissory note. VIA is a leading electric commercial vehicle company with proven advanced electric drive technology, delivering sustainable mobility solutions for a more livable world. VIA designs, manufactures and markets electric commercial vehicles, with superior life-cycle economics, for use across a broad cross-section of the global fleet customer base. The principal amount of the convertible promissory note is $42.5 million, is unsecured, bears interest at an annual rate of 4.0%, and the scheduled maturity date is the earlier of the closing date of the acquisition or one year after the agreement is terminated according to its terms. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The Company expects to convert this promissory note in conjunction with the closing of the acquisition of VIA. The Company entered into a secured promissory note of $2.2 million with VIA on May 20, 2022. The Company entered into an amendment of the secured promissory note during the second quarter of 2022 to provide an additional $5.1 million. The note is secured by the certain assets and rights of VIA, bears interest at an annual rate of 4.0%. The principal and interest is due and payable in the event of the termination of the merger agreement. The Company has entered into two further amendments during the third quarter of 2022 to provide an additional $4.4 million to VIA. The note is secured by the certain assets and rights of VIA, bears interest at an annual rate of 4.0%. The principal and interest is due and payable in the event of the termination of the merger agreement. (b) Inobat Convertible Promissory Note On December 24, 2021, the Company invested €10.0 million ($11.4 million) in Inobat via a convertible promissory note, that is due December 24, 2022. Inobat specializes in the research, development, manufacture, and provision of innovative electric batteries custom-designed to meet the specific requirements of global mainstream and specialist OEMs within the automotive, commercial vehicle, motorsport, and aerospace sectors. Inobat is a European based battery manufacturer, that has a battery research and development facility and pilot line under development in Slovakia. The principal amount of the convertible promissory note is €10.0 million ($11.4 million) is unsecured, bears interest at an annual rate of 8.00%, and the scheduled maturity date is December 28, 2022. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The fair value of the Inobat convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of a qualified financing and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: June 30, 2022 Probability 50 % Yield rate 17.5 % (c) Timios Promissory Note During the first quarter of 2022, Timios purchased mortgage notes at a fair value of $0.5 million, the notes bear interest of 3.5% and 4.875%. The notes mature August 2043 and December 2049. Installments for the loans are approximately $3,000. There was no interest recorded for the three and six months ended June 2022. | Note 6. Notes Receivable The following table provides certain information related to notes receivable consists of the following (in thousands): As of December 31, 2021 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value VIA Note (a) $ 42,500 $ 578 $ — $ — $ — $ 43,078 Inobat Note (b) 11,819 10 — — — 11,829 Total notes receivable $ 54,319 $ 588 $ — $ — $ — $ 54,907 (a) VIA Convertible Promissory Note On August 30, 2021, the Company invested $42.5 million in VIA, in the form of a convertible promissory note. VIA is a leading electric commercial vehicle company with proven advanced electric drive technology, delivering sustainable mobility solutions for a more livable world. VIA designs, manufactures and markets electric commercial vehicles, with superior life-cycle economics, for use across a broad cross-section of the global fleet customer base. The principal amount of the convertible promissory note is $42.5 million, is unsecured, bears interest at an annual rate of 4.0%, and the scheduled maturity date is the earlier of the closing date of the acquisition or one year after the agreement is terminated according to its terms. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The company expects to convert this promissory note in conjunction with the closing of the acquisition of VIA. Management assessed the probability of closing the acquisition in determining the recoverability of the promissory note. The fair value of the VIA convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of the consummation of the acquisition and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2021 Probability 90 % Yield rate 4.0 % (b) Inobat Convertible Promissory Note On December 24, 2021, the Company invested €10.0 million ($11.4 million) in Inobat via a convertible promissory note, that is due December 24, 2022. Inobat specializes in the research, development, manufacture, and provision of innovative electric batteries custom-designed to meet the specific requirements of global mainstream and specialist OEMs within the automotive, commercial vehicle, motorsport, and aerospace sectors. Inobat is a European based battery manufacturer, that has a battery research and development facility and pilot line under development in Slovakia. The principal amount of the convertible promissory note is €10.0 million ($11.4 million) is unsecured, bears interest at an annual rate of 8.0%, and the scheduled maturity date is December 28, 2022. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The fair value of the Inobat convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of a qualified financing and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2021 Probability 50 % Yield rate 17.5 % |
PRC VIE Structure and Arrangeme
PRC VIE Structure and Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
VIE Structure and Arrangements | |
PRC VIE Structure and Arrangements | Note 7. PRC VIE Structures and Arrangements In the year ended December 31, 2019, the Company consolidated certain VIEs located in the PRC in which it held variable interests and was the primary beneficiary through contractual agreements. The Company was the primary beneficiary because it had the power to direct activities that most significantly affected their economic performance and had the obligation to absorb or right to receive the majority of their losses or benefits. The results of operations and financial position of these VIEs are included in the consolidated financial statements for the year ended December 31, 2019. A shareholder in one of the VIEs is the spouse of Dr. Wu, the former Chairman of the Company. The contractual agreements which granted the Company the power to direct the VIEs activities that most significantly affected their economic performance, as well to cause the Company to have the obligation to absorb or right to receive the majority of their losses or benefits, were terminated by all parties on December 31, 2019. As a result, the Company deconsolidated the VIEs as of December 31, 2019. The deconsolidation resulted in a net loss of $2.0 million, which included the transfer of cumulative translation adjustments of $0.6 million, recorded in “(Loss) gain on disposal of subsidiaries, net” in the consolidated statements of operations, and a statutory income tax of $0.2 million in the year ended December 31, 2019. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Acquisitions and Divestitures | Note 7. Acquisitions and Divestitures The Company continually evaluates potential acquisitions that align with the Company’s strategy of accelerating the adoption of electric vehicles. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s Consolidated Financial Statements. This goodwill arises because the purchase prices for these businesses exceeds the fair value of acquired identifiable net assets due to the purchase prices reflecting a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations. For all acquisitions, the Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including earnings before interest, taxes, depreciation and amortization, revenue, revenue growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. The Company has included tables for the respective acquisitions by calendar year below. Where a purchase price allocation is considered final this has been disclosed respectively. In addition to evaluating potential acquisitions, 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. Details and the impacts of any dispositions are noted below. 2022 Acquisitions The Company has completed the below acquisition in the six months ended June 30, 2022. 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. Energica Acquisition On March 3, 2021, the Company entered into an investment agreement with Energica Motor Company S.p.A (Energica) to acquire 20.0% of Energica share capital. On September 15, 2021, the Company announced it had entered into an agreement to launch a voluntary conditional tender offer in concert with the founders of Energica for shares of Energica, pursuant to which Ideanomics plans to increase its investment from 20.0% in Energica to approximately 70.0%. The Energica founders shall continue to own approximately 29.0% of Energica. On February 9, 2022, the Company wired €52.5 million (approximately $60.3 million) to an escrow account in order to facilitate and fund the conditional tender offer. On March, 7, 2022 the Company announced that it had achieved the 90.0% threshold for the conditional tender offer. The transaction received final approval from Italian regulatory authorities and closed on March 14, 2022. The preliminary purchase price was $58.1 million including $2.0 million in cash obtained through the acquisition. The purchase price was paid in cash and funded from available cash resources. The table below summarizes the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed in the acquisition of Energica. These preliminary estimates of the fair value are subject to revisions, which may result in an adjustment to the preliminary values presented below. Acquisition Method Accounting Estimates The preliminary purchase price was $58.1 million including $2.0 million in cash obtained through the acquisition. The purchase price was paid in cash and funded from available cash resources. The table below summarizes the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed in the acquisition of Energica. These preliminary estimates of the fair value are subject to revisions, which may result in an adjustment to the preliminary values presented below. (Dollars in thousands) Cash paid at closing, including working capital estimates $ 58,140 Fair value of previously held interest 22,183 Fair value of non-controlling interest 24,778 Purchase price $ 105,101 Allocated to: Current assets $ 19,708 Property and equipment, net 1,927 Intangible assets –Customer relationships 14,226 Intangible assets – Development technology 18,603 Intangible assets – Trademark and trade name 14,496 Goodwill 58,643 Other assets 2,775 Current liabilities (16,894) Other liabilities (8,383) Fair value of assets acquired, less liabilities assumed $ 105,101 The useful lives of the intangible assets acquired is as follows: Energica Intangible assets – customer relationships 13.0 Intangible assets – development technology 8.0 Intangible assets – trademark and tradename 25.0 Weighted average 14.7 The estimated amortization expense related to these intangible assets for each of the years subsequent to June 30, 2022 is as follows (amounts in thousands): 2022 remaining $ 1,847 2023 3,694 2024 3,694 2025 3,694 2026 3,694 2027 and beyond 26,954 Total $ 43,577 Amortization expense related to intangible assets created as a result of the Energica acquisition for the three and six months ended June 30, 2022, respectively was $1.0 million and $1.4 million. The goodwill from the Energica acquisition represents future economic benefits that we expect to achieve as a result of the Energica 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. Goodwill will not be amortized but instead will be tested for impairment at least annually and more frequently if certain indicators of impairment are present. Revenue of $4.2 million and $4.5 million and net loss of $4.5 million and net loss of $5.1 million for the three and six months ended June 30, 2022, respectively, have been included in the condensed consolidated financial statements. As the Company did not consolidate Energica in 2021 there are no results to disclose, these have been included in the unaudited proforma information below. 2021 Acquisitions The Company completed the below acquisitions in 2021. The accompanying condensed consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. All of the acquisitions have been accounted for as business combinations. Accordingly, consideration paid by the Company to complete the acquisitions is initially allocated to the acquired assets and liabilities assumed based upon their estimated acquisition date fair values. The recorded amounts for assets acquired and liabilities assumed are provisional and subject to change during the measurement period, which is up to 12 months from the acquisition date. The acquisitions below are collectively defined as the 2021 Acquisitions. Management considers the valuations final for the 2021 Acquisitions. Timios On January 8, 2021 the Company purchased 100% of Timios and its affiliates, a privately held company, pursuant to a stock purchase agreement for a purchase price of $40.0 million, net of cash acquired of $6.5 million. The purchase price was paid in cash and pursuant to the Agreement, $5.1 million of the cash consideration was paid into escrow pending a one year indemnification review. Timios is a nationwide title and settlement solutions provider, which has been expanding in recent years though offering innovative solutions for real estate transactions, including residential and commercial title insurance, closing and settlement services, as well as specialized offers for the mortgage industry. The Company expects Timios to become one of the cornerstones of the Company’s fintech business unit. Revenue of $9.2 million and $22.1 million and net loss of $3.5 million and net income of $2.1 million for the three months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. Revenue of $19.1 million and $46.9 million and net loss of $5.6 million and net income of $5.6 million for the six months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. The final purchase price allocation for Timios is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Refer to Note 10 for information related to an impairment charge recognized for the Timios reporting unit during the year ended December 31, 2021. WAVE On January 15, 2021 the Company purchased 100% of WAVE, a privately held company, pursuant to an agreement and plan of merger for a purchase price 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, $5.0 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. WAVE is a technology company focused on creating practical and economical solutions for the worldwide transit and off-road EV markets and is a leading provider of wireless charging solutions for medium and heavy duty EVs. The Company expects WAVE to create immediate synergies with its existing EV initiatives as it brings wireless charging to the Company’s current product offerings. As of June 30, 2022, 0.5 million of the Company’s common stock remains unissued pending receipt of a final consent. Since receipt of this consent is probable, the Company has included the total common shares to be issued as contingent consideration as of the acquisition date of $11.4 million as of the acquisition date. Pursuant to the original agreement, if any such consent is not obtained within six months following the closing date, the portion of the common stock allocated to such consent in the agreement would not be issued to the sellers. The Company has extended the time frame for this contractual provision as the receipt of the consents is outside the control of the former WAVE shareholders. In addition to the purchase price to be paid at closing, the WAVE Agreement contains three earnouts that could result in additional payments of up to $30.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics for 2021 and 2022 collectively. The Company considers this earnout to be contingent consideration that as of the acquisition date is unlikely to occur and has therefore attributed zero value for purposes of the preliminary purchase price allocation. No earnout was earned for the period ending December 31, 2021. The Company will continue to monitor the fair value of this contingent considerations with any changes being recorded in the consolidated statement of operations if and when a change occurs. The Company has also agreed to a performance and retention plan for the benefit of certain 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. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. The Company has not accrued any of this retention plan as the revenue and gross profit margin criteria are not probable of being met. Revenue of $0.8 million and $2.4 million and net loss of $3.7 million and $1.2 million, for the three months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. Revenue of $1.3 million and $4.2 million and net loss of $7.0 million and $1.9 million for the six months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. The final purchase price allocation for WAVE is summarized in the table below. Refer to Note 10 for information related to an impairment charge recognized for the WAVE reporting unit during the year ended December 31, 2021. US Hybrid On June 10, 2021, the Company purchased 100% of US Hybrid, a privately held company, pursuant to an agreement and plan of merger for a purchase price of $50.0 million in a combination of $30.0 million in cash and 6.6 million in unregistered shares of the Company’s common stock, valued at $20.9 million at the date of closing. Pursuant to the agreement, $1.0 million of cash consideration was paid into escrow pending a true up of net working capital within 90 days of the closing date. The agreement provided that the 6.6 million shares were paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components including traction motors, controllers, auxiliary drives, energy storage and fuel cell engines for electric, hybrid, and fuel cell medium and heavy-duty municipality vehicles, commercial trucks, buses, and specialty vehicles throughout the world. The Company expects US Hybrid to become another cornerstone in the Company’s mission to reduce commercial fleet greenhouse gas emissions through advanced EV technologies and forward-thinking partnerships. The Company has also agreed to a performance and retention plan for the benefit of certain US Hybrid employees which could result in up to $16.7 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for calendar years 2021, 2022 and 2023. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of June 30, 2022 the Company has not accrued any of this retention plan as the various criteria for 2021 were not met and the criteria for 2022 and 2023 are not probable of being met. Revenue of $0.6 million and $0.3 million and net loss of $3.4 million and $0.1 million, for the three months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. Revenue of $0.8 million and $0.3 million and net loss of $5.3 million and $0.1 million for the six months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. The final purchase price allocation for US Hybrid is summarized in the table below. Refer to Note 10 for information related to an impairment charge recognized for the US Hybrid reporting unit during the year ended December 31, 2021. Solectrac On June 11, 2021, the Company purchased the remaining 78.6% of Solectrac, a privately held company, pursuant to an agreement and plan of merger for a purchase price of $18.0 Solectrac is a manufacturer and distributor of clean agricultural equipment of 100% battery-powered, all-electric tractors for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy. The Company expects Solectrac to create immediate synergies with its existing EV initiatives as it brings a rapidly growing agricultural sector to the Company’s current product offerings. In addition to the purchase price to be paid at closing, the Solectrac Agreement contains three earnouts that could result in additional payments of up to $6.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics in calendar year 2023. The Company considers this earnout to be contingent consideration that as of the acquisition date is probable to occur in certain years and has attributed $2.4 million as additional consideration for purposes of the preliminary purchase price allocation. Of the $2.4 million, $1.6 million was included in the purchase price allocation and $0.8 million has been recorded as an expense for the year ended December 31, 2021 in the consolidated statement of operations, other income (expense) caption. The Company will continue to monitor the fair value of this contingent consideration with any changes being recorded in the consolidated statement of operations if and when a change occurs. The Company has also agreed to a performance and retention plan for the benefit of certain Solectrac employees which could result in up to $3.0 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for calendar years 2021, 2022 and 2023. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of June 30, 2022 the Company has not accrued any of this retention plan as the various criteria are not yet probable of occurring. Revenue of $3.8 million and $0.2 million net loss of $3.3 million and net income of $0.3 million for the three months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. Revenue of $4.9 million and $0.2 million and net loss of $6.0 million and net income of $0.3 million for the six months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statement The final purchase price allocation for Solectrac is summarized in the table below. Refer to Note 10 for information related to an impairment charge recognized for the Solectrac reporting unit during the year ended December 31, 2021. Acquisition Method Accounting Estimates The table below reflects the Company’s final purchase price allocations of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands): Solectrac US Hybrid Timios WAVE Purchase Price Cash paid at closing, including working capital estimates $ 18,025 $ 30,139 $ 46,576 $ 15,000 Fair value of previously held interest 5,287 — Fair value of common stock — 20,877 — 28,616 Fair value of contingent consideration 1,640 — — 11,418 Total purchase consideration $ 24,952 $ 51,016 $ 46,576 $ 55,034 Purchase Price Allocation Assets acquired Current assets 2,700 3,793 7,292 2,820 Property, plant and equipment 30 5 429 — Other assets 45 52 48 — Intangible assets – tradename 4,210 1,740 8,426 12,630 Intangible assets – lender relationships — — 16,600 — Intangible assets - technology 2,350 5,110 Intangible assets – patents — — — 13,000 Intangible assets - non-compete — 520 — — Intangible assets – licenses — — 1,000 — Indefinite lived title plant — — 500 — Goodwill 17,714 42,218 21,824 35,689 Total assets acquired 27,049 53,438 56,119 64,139 Liabilities assumed: Current liabilities (509) (1,602) (4,306) (4,578) Deferred tax liability (1,588) (820) (5,237) (4,527) Total liabilities assumed (2,097) (2,422) (9,543) (9,105) Net assets acquired $ 24,952 $ 51,016 $ 46,576 $ 55,034 Intangible Assets During the year-ended December 31, 2021 the Company identified impairment indicators related to the 2021 Acquisitions resulting from changing market conditions and sustained supply chain issues that negatively impacted the subsidiaries’ projections. The Company impaired all of the intangible assets for WAVE, US Hybrid and Solectrac. The intangibles assets related to Timios were partially impaired. Refer to Note 10 of the Form 10-K filed on September 2, 2022 for additional details of the impairment. The table below represents the useful lives for the remaining intangibles assets related to the 2021 Acquisitions: Timios Intangible assets – tradename 15 Intangible assets – lender relationships 7 Intangible assets – licenses 15 Weighted average useful life 10 The estimated amortization expense adjusted for the impairment related to the remaining intangible assets for each of the years subsequent to June 30, 2022 is as follows (amounts in thousands): 2022 remaining $ 466 2023 932 2024 933 2025 933 2026 933 2026 and beyond 5,296 Total $ 9,493 Amortization expense related to the 2021 Acquisitions was $0.4 million and $0.8 million for three and six months ended June 30, 2022 and was $1.4 million and $2.0 million for the three and six months ended June 30, 2021. Cumulative Goodwill, excluding any impairments, in the amount of $117.4 million was recorded as a result of the 2021 Acquisitions. The goodwill from the 2021 Acquisitions represent future economic benefits that we expect to achieve as a result of the acquisitions, Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is not expected to be deductible for tax purposes for any of the 2022/2021 Acquisitions. Goodwill will not be amortized but instead will be tested for impairment at least annually and more frequent if certain indicators of impairment are present. Refer to Note 10 for information related to an impairment charge recognized for the 2021 Acquisitions during the year ended December 31, 2021. This impairment charge reflected the impact of changing market conditions and sustained supply chain issues that negatively impacted the subsidiaries’ projections. 2021 and 2022 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 and $0.4 million during the three and six months ended June 30, 2022 related to the 2021 Acquisitions, immaterial acquisitions and other possible opportunities, other than Energica. ● The Company incurred transaction costs of $0.1 million and $0.7 million during the three and six months ended June 30, 2022, respectively, related to the Energica acquisition. 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. 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, 2021. The Company filed an Amended Form 8-K on April 6, 2021 to disclose unaudited pro forma financial information, and explanatory notes, related to the acquisition of Timios as it met the criteria of a significant acquisition. The remainder of the 2021 Acquisitions and the Energica acquisition did not meet the criteria of a significant acquisition, in aggregate or individually. The pro forma adjustments are based on historically reported transactions by the acquired companies. The pro forma results do not include any material, nonrecurring adjustments directly attributable to the 2021 Acquisitions or the Energica acquisition. 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, 2021. Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (Amounts in thousands, except per share and share data) Total revenue $ 34,202 $ 31,853 $ 59,593 $ 66,289 Net loss attributable to IDEX common shareholders (36,565) (8,135) (66,706) (20,145) Earnings (loss) per share Basic and Diluted $ (0.07) $ (0.02) $ (0.13) $ (0.05) Weighted average shares outstanding Basic and Diluted 497,792,525 438,269,237 497,577,331 418,089,587 Dispositions Seven Stars Energy Pte. Ltd. On February 9, 2022, the Company transferred its 51.0% interest in Seven Starts Energy Pte. Ltd. to Fan Yurong, a current shareholder of SSE, for a nominal amount. The Company recognized a disposal loss of $0.5 million.as a result of the deconsolidation of SSE and such loss was recorded in “Loss on disposal of subsidiaries, net” in the condensed consolidated statements of operations for the six months ended June 30, 2022 FNL On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL the owner and operator of the social media platform Hoo.be, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine, a wholly-owned subsidiary of the Company focused on influencer marketing. The Company recognized a disposal loss of $1.2 million as a result of the deconsolidation of Grapevine, and such loss was recorded in “Loss on disposal of subsidiaries, net” in the condensed consolidated statements of operations. Through its ownership in FNL, the Company has retained a 29.0% interest in Grapevine. The disposal loss of $1.2 million includes the adjustment recorded to adjust the retained interest of 29.0% in Grapevine to its fair value on the date of disposal. The fair value of the retained interest in Grapevine was determined based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management’s estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. Refer to Note 9 for additional information concerning the investment in FNL. | Note 8. Acquisitions and Divestitures The Company continually evaluates potential acquisitions that align with the Company’s strategy of accelerating the adoption of electric vehicles. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s Consolidated Financial Statements. This goodwill arises because the purchase prices for these businesses exceeds the fair value of acquired identifiable net assets due to the purchase prices reflecting a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations. 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. 2021 Acquisitions and Divestitures The Company has completed the below acquisitions in the year ended December 31, 2021. The accompanying 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. Management considers the valuations final for Timios, WAVE, US Hybrid and Solectrac. The acquisitions below are collectively defined as the 2021 Acquisitions. Timios On January 8, 2021, the Company purchased 100% of Timios and its affiliates, a privately held company, pursuant to a stock purchase agreement for a purchase price of $40.0 million, net of cash acquired of $6.5 million. The purchase price was paid in cash and pursuant to the Agreement, $5.1 million of the cash consideration was paid into escrow pending a one year indemnification review. Timios is a nationwide title and settlement solutions provider, which has been expanding in recent years though offering innovative solutions for real estate transactions, including residential and commercial title insurance, closing and settlement services, as well as specialized offers for the mortgage industry. The Company expects Timios to become one of the cornerstones of the Company’s fintech business unit. Revenue of $72.7 million and net loss of $13.6 million for the year ended December 31, 2021, related to Timios have been included in the consolidated financial statements since the acquisition. The final purchase price allocation for Timios is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Refer to Note 11 for information related to an impairment charge recognized for the Timios reporting unit during the year ended December 31, 2021. WAVE On January 15, 2021, the Company purchased 100.00% of WAVE, a privately held company, pursuant to an agreement and plan of merger for a purchase price 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, $5.0 million of the cash consideration was paid into escrow pending a one-year indemnification review. The 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. WAVE is a technology company focused on creating practical and economical solutions for the worldwide transit and off-road EV markets and is a leading provider of wireless charging solutions for medium and heavy duty EVs. The Company expects WAVE to create immediate synergies with its existing EV initiatives as it brings wireless charging to the Company’s current product offerings. As of December 31, 2021, 0.5 million shares of the Company’s common stock remain unissued pending receipt of a final consent. Since receipt of this consent is probable, the Company has included the total common shares to be issued as contingent consideration in the amount of $11.4 million as of the acquisition date and recorded this as a component of equity. Pursuant to the original agreement, if any such consent is not obtained within six months following the closing date, the portion of the common stock allocated to such consent in the agreement would not be issued to the sellers. The Company has extended the time frame for this contractual provision as the receipt of the consents is outside the control of the former WAVE shareholders. In addition to the purchase price to be paid at closing, the WAVE Agreement contains three earnouts that could result in additional payments of up to $30.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics for 2021 and 2022 collectively. The Company considers this earnout to be contingent consideration that as of the acquisition date is unlikely to occur and has therefore attributed zero value for purposes of the preliminary purchase price allocation. No earnout was earned for the period ending December 31, 2021. The Company will continue to monitor the fair value of this contingent considerations with any changes being recorded in the consolidated statement of operations if and when a change occurs. The Company 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. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. The Company has not accrued any of this retention plan as the revenue and gross profit margin criteria are not probable of being met. During the three months ended December 31, 2021, the Company recorded a change to the previously disclosed purchase price allocation to reflect a liability for $0.8 million for a sales tax obligation that the Company was previously unaware of, however since this amount is fully indemnified by the sellers, the Company recorded a $0.8 million receivable. There was no adjustment to the carrying value of goodwill. Additionally, during the three months ended December 31, 2021 the Company concluded its analysis of any limitations on net operating loss carryforwards and certain built-in losses following ownership changes. The Company concluded that $7.7 million of historic net operating losses could not be utilized by the Company. This resulted in a reduction of $1.4 million of deferred tax assets and an increase to goodwill for the same amount. This amount was recorded as a measurement period adjustment in 2021 and is included in the purchase price allocation table below. Revenue of $7.0 million and net loss of $7.2 million for the year ended December 31, 2021, related to WAVE have been included in the consolidated financial statements since the date of acquisition. The final purchase price allocation for WAVE is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Refer to Note 11 for information related to an impairment charge recognized for the WAVE reporting unit during the year ended December 31, 2021. US Hybrid On June 10, 2021, the Company purchased 100% of US Hybrid, a privately held company, pursuant to an agreement and plan of merger for a purchase price of $50.0 million in a combination of $30.0 million in cash and 6.6 million in unregistered shares of the Company’s common stock, valued at $20.9 million at the date of closing. Pursuant to the agreement, $1.0 million of the cash consideration was paid into escrow pending a true up of net working capital within 90 days of the closing date. The agreement provided that the 6.6 million shares were paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components including traction motors, controllers, auxiliary drives, energy storage and fuel cell engines for electric, hybrid, and fuel cell medium and heavy-duty municipality vehicles, commercial trucks, buses, and specialty vehicles throughout the world. The Company expects US Hybrid to become another cornerstone in the Company’s mission to reduce commercial fleet greenhouse gas emissions through advanced EV technologies and forward-thinking partnerships. The Company has also agreed to a performance and retention plan for the benefit of certain US Hybrid employees which could result in up to $16.7 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for annual performance periods commencing July 1, 2021 and concluding on June 30, 2024. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of December 31, 2021 the Company has accrued $1.0 million of this retention plan as certain criteria for the first performance period were partially met. Criteria associated with the second and third performance periods are not probable of being met and will be evaluated on a regular basis once those performance periods commence. Revenue of $2.7 million and net loss of $4.8 million, for the year ended December 31, 2021, related to US Hybrid have been included in the consolidated financial statements since the date of acquisition. The final purchase price allocation for US Hybrid is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Refer to Note 11 for information related to an impairment charge recognized for the US Hybrid reporting unit during the year ended December 31, 2021. Solectrac On June 11, 2021, the Company purchased the remaining 78.6% of Solectrac, a privately held company, pursuant to an agreement and plan of merger for a purchase price of $17.7 million plus $0.3 million paid upon the true up of the Net Working Capital. The Company had previously acquired 21.4% of Solectrac in 2020. The Company now owns 100% of Solectrac. The purchase price was paid in cash and pursuant to the agreement $2.0 million of the cash consideration was paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. In conjunction with the acquisition of Solectrac, the Company remeasured the 21.4% previously accounted for as an equity method investment. The Company determined the enterprise value using external specialists in support of the preliminary purchase price allocation referenced in the table below. The Company used this enterprise value to remeasure the previous equity investment by grossing up the value of the 21.4% equity ownership to reflect the proceeds paid to gain control of Solectrac. This remeasurement resulted in a gain of $2.9 million recorded in the year ended December 31, 2021, this was recorded in Gain (loss) on remeasurement of investment, in our consolidated statement of operations. Solectrac is a manufacturer and distributor of clean agricultural equipment of 100% battery-powered, all-electric tractors for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy. The Company expects Solectrac to create immediate synergies with its existing EV initiatives as it brings a rapidly growing agricultural sector to the Company’s current product offerings. In addition to the purchase price, the Solectrac Agreement contains three earnouts that could result in additional payments of up to $6.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics in calendar year 2023. The Company considers this earnout to be contingent consideration that as of the acquisition date is probable to occur in certain years and has attributed $1.6 million as additional consideration for purposes of the preliminary purchase price allocation. During the three months ended December 31, 2021 the Company re-evaluated the likelihood of the earnout being achieved in light of macro-economic events impacting the supply chain timeframes and adoption of electric tractors. The Company concluded that the fair value of the contingent consideration approximated $0.1 million and $1.5 million has been recorded as an income for the year ended December 31, 2021 in the consolidated statement of operations, other income (expense) caption. The Company will continue to monitor the fair value of this contingent consideration with any changes being recorded in the consolidated statement of operations if and when a change occurs. The Company has also agreed to a performance and retention plan for the benefit of certain Solectrac employees which could result in up to $3.0 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for calendar years 2021, 2022 and 2023. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of December 31, 2021 the Company has not accrued any of this retention plan as the various criteria are not yet probable of occurring. Revenue of $1.8 million and net loss of $1.9 million, for the year ended December 31, 2021, respectively, have been included in the consolidated financial statements. The final purchase price allocation for Solectrac is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Acquisition Method Accounting Estimates The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including earnings before interest, taxes, depreciation and amortization, revenue, revenue growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands): Solectrac US Hybrid Timios WAVE Purchase Price Cash paid at closing, including working capital estimates $ 18,025 $ 30,139 $ 46,576 $ 15,000 Fair value of previously held interest 5,287 — Fair value of common stock — 20,877 — 28,616 Fair value of contingent consideration 1,640 — — 11,418 Total purchase consideration 24,952 51,016 46,576 55,034 Purchase Price Allocation Assets acquired Current assets 2,700 3,793 7,292 2,820 Property, plant and equipment 30 5 429 — Other assets 45 52 48 — Intangible assets – tradename 4,210 1,740 8,426 12,630 Intangible assets – lender relationships — — 16,600 — Intangible assets - technology 2,350 5,110 Intangible assets – patents — — — 13,000 Intangible assets - non-compete — 520 — — Intangible assets – licenses — — 1,000 — Indefinite lived title plant — — 500 — Goodwill 17,714 42,218 21,824 35,689 Total assets acquired 27,049 53,438 56,119 64,139 Liabilities assumed: Current liabilities (509) (1,602) (4,306) (4,578) Deferred tax liability (1,588) (820) (5,237) (4,527) Total liabilities assumed (2,097) (2,422) (9,543) (9,105) Net assets acquired $ 24,952 $ 51,016 $ 46,576 $ 55,034 The useful lives of the intangible assets acquired is as follows: Solectrac US Hybrid Timios WAVE Intangible assets – tradename 6 7 15 15 Intangible assets – lender relationships — — 7 — Intangible assets – technology 10 13 — — Intangible assets – patents — — — 14 Intangible assets - non-compete — 5 — — Intangible assets – licenses — — 15 — Weighted average useful life 7.4 11 10 14.5 Excluding the impact of any impairments, the estimated amortization expense related to these intangible assets for each of the years subsequent to December 31, 2021 is as follows (amounts in thousands): 2022 remaining $ 6,511 2023 6,511 2024 6,511 2025 6,511 2026 6,511 2027 and beyond 27,473 Total $ 60,028 Amortization expense related to intangible assets created as a result of the 2021 Acquisitions of $4.9 million has been recorded for the year ended December 31, 2021. Cumulative Goodwill, excluding any impairments, in the amount of $117.4 million was recorded as a result of the 2021 Acquisitions. The goodwill from the 2021 Acquisitions represents future economic benefits that we expect to achieve as a result of the acquisitions, Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is not 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 $3.8 million during the year ended December 31, 2021 related to the 2021 Acquisitions. In addition, the Company incurred transaction costs of $3.7 million during the year ended December 31, 2021, associated with the proposed VIA acquisition. Transaction costs have been included in selling, general and administrative expenses in the consolidated statements of operations and in cash flows from operating activities in the 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 Company filed an Amended Form 8-K on April 6, 2021 to disclose unaudited pro forma financial information, and explanatory notes, related to the acquisition of Timios as it met the criteria of a significant acquisition. The remainder of the 2021 Acquisitions did not meet the criteria of a significant acquisition, in aggregate or individually. The pro forma adjustments are based on historically reported transactions by the acquired companies. The pro forma results do not include any material, nonrecurring adjustments directly attributable to the 2021 Acquisitions. 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. Year Ended December December 31, 2021 31, 2020 (Amounts in thousands, except per share and share data) Total revenue $ 117,617 $ 114,588 Net loss attributable to IDEX common shareholders (257,281) (94,097) Earnings (loss) per share Basic and Diluted $ (0.57) $ (0.40) Weighted average shares outstanding Basic and Diluted 447,829,204 232,707,448 Divestitures On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL the owner and operator of the social media platform Hoo.be, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine, a wholly-owned subsidiary of the Company focused on influencer marketing. The Company recognized a disposal loss of $1.2 million as a result of the deconsolidation of Grapevine, and such loss was recorded in “(Loss) gain on disposal of subsidiaries, net” in the consolidated statements of operations. Through its ownership in FNL, the Company has retained a 29.0% interest in Grapevine. The disposal loss of $1.2 million includes the adjustment recorded to adjust the retained interest of 29.0% in Grapevine to its fair value on the date of disposal. The fair value of the retained interest in Grapevine was determined based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management’s estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. 2020 Acquisitions and Divestitures 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 as disclosed below. In the year ended December 31, 2020, the Company commenced the liquidation of a consolidated entity and therefore deconsolidated the entity. As a result of the deconsolidation, the Company recorded a gain of $0.3 million in “(Loss) gain on disposal of subsidiaries, net” and bad debt expense of $0.2 million in “Selling, general and administrative expense” in the consolidated statements of operations. 2019 Acquisitions and Divestitures (a) Acquisition of Tree Technologies On December 26, 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. The acquisition price was comprised of (1) $0.9 million in cash, (2) 9.5 million shares of Ideanomics common stock, and (3) contingent consideration of up to $32.0 million over three years, to be paid in cash or Ideanomics common shares at the election of the Company. The contingent consideration was initially based upon revenue targets over three 12 month periods beginning in the three months ended December 31, 2019; due to financing delays and resulting production delays, these three 12 month periods commenced on July 1, 2020. In the year ended December 31, 2020, the Company recorded remeasurement gains of $7.0 million in “Change in fair value of contingent consideration, net” in the consolidated statements of operations. As of December 31, 2020, the recorded balance of this liability was $8.3 million. The fair value of the Ideanomics stock was based upon the closing price of $0.82 on December 26, 2019, and the fair value of the contingent consideration was estimated to be $15.5 million, and revised to $15.3 million upon finalization of the purchase, and was recorded as a liability on the date of acquisition. The Company estimated the fair value of the contingent consideration using a scenario-based method which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. This fair value measurement is based on significant Level 3 inputs. The resulting probability-weighted cash flows were discounted using the Company’s estimated weighted average cost of capital of 15.0%. Tree Technologies holds the land use rights for 250 acres of vacant land zoned for industrial development in the Gebeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia. The Company intends to develop this land and lease it to Tree Manufacturing for the manufacture of EVs. As part of the acquisition, Tree Technologies acquired an exclusive right to market and distribute the EVs manufactured by Tree Manufacturing. The goodwill arising from the acquisition consists largely of the synergies expected from the fulfillment of these contracts. None of the goodwill recognized is expected to be deductible for tax purposes. The following table summarizes the acquisition-date fair value of assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in Tree Technologies recognized. The Company has completed the fair value analysis of the assets acquired, liabilities assumed, the noncontrolling interest, and the contingent consideration, and therefore the adjustments are incorporated in the table below (in thousands): Land use rights $ 27,140 Accounts payable (743) Noncontrolling interest (15,452) Goodwill 468 Marketing and distribution agreement 12,590 Total $ 24,003 The completion of the fair value analysis resulted in measurement period adjustments of $12.8 million, primarily to the amount initially assigned to the noncontrolling interest, and reduced the amount of goodwill recorded. The accounts payable above of $0.7 million primarily represents the transfer tax payable for the land use rights for the 250 acres of vacant land, which the Company paid in the three months ended September 30, 2020. Tree Technologies had not commenced operations as of the acquisition date, therefore pro forma results as if the acquisition had occurred as of January 1, 2019, and related information, are not presented. Refer to Note 11 for information regarding the impairment of the marketing and distribution agreement. (b) Acquisition of Grapevine On September 4, 2018, the Company completed the acquisition of 65.7% share of Grapevine for $2.4 million in cash. Fomalhaut, a British Virgin Islands company and an affiliate of Dr. Wu, the former Chairman of the Company, was the non-controlling equity holder of the Fomalhaut Interest. Fomalhaut entered into an option agreement, effective as of August 31, 2018 (the “Option Agreement,”) with the Company pursuant to which the Company provided Fomalhaut with the option to sell the Fomalhaut Interest to the Company. The aggregate sale price for the Fomalhaut Interest was the fair market value of the Fomalhaut Interest as of the close of business on the date preceding the date upon which the right to sell the Fomalhaut Interest to the Company is exercised by Fomalhaut. If the option was to be exercised, the sale price for the Fomalhaut Interest was payable in a combination of one-third in cash and two-thirds in the Company’s shares of common stock at the then market value on the exercise date. In May 2019, the Company entered into two amendments to the Option Agreement. The aggregate exercise price for the Option was amended to the greater of: (1) fair market value of the Fomalhaut Interest in Grapevine as of the close of business on the date preceding the date upon which the option is exercised; and (2) $1.84 per share of the Company’s common stock. It was also agreed that the full amount of the exercise price was to be paid in the form of common stock of the Company. In June 2019, the Company issued 0.6 million shares in exchange for a 34.3% ownership in Grapevine as a result of the exercise of the Option. At the completion of this transaction the Company owned 100.0% of Grapevine. At the date of the transaction, the carrying amount of the non-controlling interest in Grapevine was $0.5 million. The difference between the value of the consideration exchanged of $1.1 million and the carrying amount of the non-controlling interest in Grapevine is recorded as a debit to additional paid-in capital based on ASC 810. Refer to Note 11 for information regarding the impairment of Grapevine’s influencer network. (c) Acquisition of JUSTLY (formerly known as Delaware Board of Trade (“DBOT”)) In April 2019, the Company entered into a securities purchase agreement to acquire 6.9 million shares in DBOT in exchange for 4.4 million shares of the Company’s common stock at $2.11 per share. In July 2019, the Company entered into another securities purchase agreement to acquire an additional 2.2 million shares in DBOT in exchange for 1.4 million shares of the Company’s common stock at $2.11 per share. The two transactions, which increased the Company’s ownership in DBOT to 99.0% as of that date, were completed in July 2019. The securities purchase agreements required the Company to issue contingent consideration in the form of additional shares of the Company’s common stock in the event the stock price of the common stock falls below $2.11 at the close of trading on the date immediately preceding the lock-up date, which was 9 months from the closing date. The Company accounted for the contingent consideration as a liability in accordance with ASC 480. The Company recorded this liability at fair value of $2.2 million on the date of acquisition. As of December 31, 2019, the Company remeasured this liability to $7.3 million and the remeasurement loss of $5.1 million was recorded in “Change in fair value of contingent consideration, net” in the consolidated statements of operations. In the year ended December 31, 2020, the Company recorded remeasurement losses of $1.5 million in “Change in fair value of contingent acquisition, net” in the consolidated statements of operations, and partially satisfied the liability with the issuance of 13.1 million shares of common stock. As of December 31, 2020, the recorded balance of this liability was $0.6 million. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. Immediately prior to the consummation of the transaction, the Company’s investment in DBOT consisted of 37.0% of the common shares outstanding, which had a fair value of $3.1 million, and the Company recorded a loss of $3.2 million to record the investment in DBOT to its fair value. This loss was recorded in “Loss on remeasurement of DBOT investment” in the consolidated statements of operations in the year ended December 31, 2019. The fair value of the investment in DBOT immediately prior to the consummation of the transaction was determined in conjunction with the overall fair value determination of the DBOT assets acquired and liabilities assumed. DBOT operated three companies: (1) DBOT ATS LLC, an SEC recognized ATS; (2) DBOT Issuer Services LLC, focused on setting and main |
Accounts Receivable
Accounts Receivable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Accounts Receivable | Note 8. Accounts Receivable The following table summarizes the Company’s accounts receivable (in thousands): June 30, December 31, 2022 2021 Accounts receivable $ 8,192 $ 4,945 Less: allowance for doubtful accounts (1,535) (1,607) Accounts receivable, net $ 6,657 $ 3,338 As of June 30, 2022 and December 31, 2021, the gross balance includes the taxi commission revenue receivables from the related party Qianxi of $1.2 million and $1.3 million, respectively. These balances are fully reserved in the balances stated above. The following table summarizes the movement of the allowance for doubtful accounts (in thousands): June 30, December 31, 2022 2021 Balance at the beginning of the period $ (1,607) $ (1,219) Increase in the allowance for doubtful accounts — (350) Effect of change in foreign currency exchange rates $ 72 $ (38) Balance at the end of the period $ (1,535) $ (1,607) For the six months ended June 30, 2022, the Company did not increase its allowance for doubtful accounts for accounts receivable from a third-party. In the year ended December 31, 2021, the Company increased its allowance for doubtful accounts by $0.4 million for accounts receivable from a third-party. | Note 9. Accounts Receivable The following table summarizes the Company’s accounts receivable (in thousands): December 31, December 31, 2021 2020 Accounts receivable, gross $ 4,945 $ 8,619 Less: allowance for doubtful accounts (1,607) (1,219) Accounts receivable, net $ 3,338 $ 7,400 As of December 31, 2021 and 2020, the gross balance includes the taxi commission revenue receivables from the related party Qianxi of $1.3 million and $1.2 million, respectively. The following table summarizes the movement of the allowance for doubtful accounts (in thousands): December 31, December 31, December 31, 2021 2020 2019 Balance at the beginning of the year $ (1,219) $ — $ — Increase in the allowance for doubtful accounts (350) (1,219) — Effect of change in foreign currency exchange rates (38) — — Balance at the end of the year $ (1,607) $ (1,219) $ — In the years ended December 31, 2021 and 2020, the Company increased its allowance for doubtful accounts by $0.4 million for accounts receivable from a third-party and $1.2 million from the related party Qianxi, respectively. |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, net | Note 9. Property and Equipment, net The following table summarizes the Company’s property and equipment (in thousands): June 30, December 31, 2022 2021 Furniture and office equipment $ 2,426 $ 1,432 Vehicle 994 900 Leasehold improvements 3,105 581 Machinery and equipment 2,742 825 Total property and equipment 9,267 3,738 Less: accumulated depreciation (949) (833) Property and equipment, net $ 8,318 $ 2,905 The Company recorded depreciation expense of $0.6 million and $0.1 million, which is included in its operating expense, for the three months ended June 30, 2022 and 2021, respectively and $0.9 million and $0.2 million for the six months ended June 30, 2022 and 2021, respectively. Fintech Village On January 28, 2021, the Company’s Board accepted an offer of $2.8 million for Fintech Village, which was a 58-acre former University of Connecticut campus in West Hartford and subsequently signed a sale contract on March 15, 2021. The Company estimated the costs to sell Fintech Village to be $0.2 million and recorded these costs in “Loss on disposal of subsidiaries, net” In the three months ended December 31, 2021, the Company closed on the sale of Fintech Village for $2.8 million, excluding commissions and other costs of $0.2 million. The asset retirement obligations were derecognized in the three months ended December 31, 2021. | Note 10. Property and Equipment, net The following table summarizes the Company’s property and equipment (in thousands): December 31, December 31, 2021 2020 Furniture and office equipment $ 1,432 $ 315 Vehicles 900 229 Leasehold improvements 581 246 Shop equipment 825 — Total property and equipment 3,738 790 Less: accumulated depreciation (833) (460) Property and equipment, net $ 2,905 $ 330 Fintech Village Land $ — $ 2,750 Retirement asset costs - environmental remediation — 4,500 Fintech Village $ — $ 7,250 The Company recorded depreciation expense of $0.5 million, $0.1 million and $0.1 million in the years ended December 31, 2021, 2020 and 2019, respectively. Fintech Village On October 10, 2018, the Company purchased a 58-acre former University of Connecticut campus in West Hartford from the State of Connecticut for $5.2 million in cash and also assumed responsibility of the environmental remediation. The Company obtained a surety bond in favor of the seller in connection with the Company’s environmental remediation obligations. The Company initially recorded asset retirement obligations in the amount of $8.0 million, which was the estimate performed by the seller and at a discount to the purchase price, therefore, the Company considered it a reasonable estimate of fair value of its asset retirement obligation pursuant to ASC 410. On January 28, 2021, the Company’s Board accepted an offer of $2.8 million for Fintech Village, and subsequently signed a sale contract on March 15, 2021. In the year ended December 31, 2021, the Company closed on the sale of Fintech Village for $2.8 million, excluding commissions and other costs of $0.2 million. The asset retirement obligations were derecognized in the year ended December 31, 2021. The following table summarizes the activity in the asset retirement obligation for the year ended December 31, 2021, and 2020 (in thousands): January 1, Liabilities Remediation Accretion December 31, 2021 Incurred Performed Expense Derecognition 2021 Asset retirement obligation $ 4,653 $ — $ — $ — $ (4,653) $ — January 1, Liabilities Remediation Accretion December 31, 2020 Incurred Performed Expense Derecognition 2020 Asset retirement obligation $ 5,094 $ — $ (441) $ — $ — $ 4,653 In the year ended December 31, 2020, the Company impaired the remaining building with a carrying amount of $0.3 million and land with a carrying amount of $0.3 million and the related asset retirement cost with a carrying amount of $2.0 million and the capitalized architect costs with a carrying amount of $2.7 million. In the year ended December 31, 2019, the Company impaired buildings with a carrying amount of $2.3 million, which were subsequently demolished, and impaired related asset retirement costs of $1.5 million . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 11. Goodwill and Intangible Assets A reporting unit is the level at which goodwill is tested for impairment, and is defined as an operating segment or one level below an operating segment, if certain criteria are met. Under its current corporate structure, the Company has one operating segment and seven reporting units. Goodwill The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2021, 2020 and 2019 (in thousands): Balance as of Balance of January 1, 2019 $ 705 Acquisitions 30,949 Balance as of January 1, 2020 31,654 Measurement period adjustments (12,848) Effect of change in foreign currency exchange rates (12) Impairment loss (a) (18,089) Balance as of January 1, 2021 705 Measurement period adjustments 186 Impairment (b,c,d,f) (101,470) Acquisitions 117,445 Effect of change in foreign currency exchange rates (1) Disposal of Grapevine (e) (704) Balance as of December 31, 2021 $ 16,161 (a) Throughout 2020, the Company pursued its initial business goals for DBOT involving the sale of digital securities and brokering commodity products, more specifically investigating applications to new and underserved markets, or targeting of specific transactions, such as the origination of foreign securities, the formation of an investment vehicle with a third-party, or the securitization of digital assets. These efforts did not come to fruition, and the Company concluded sufficient impairment indicators existed to evaluate the fair value of DBOT’s intangible assets. As part of this fair value analysis, the Company determined that the goodwill associated with the DBOT acquisition was fully impaired and recorded an impairment loss of $9.3 million. Refer to Note 11 for information regarding the impairment of the continuing membership agreement and customer list. The Company acquired Tree Technologies in December, 2019 and determined that there were immaterial errors in the initial accounting for the acquisition. A deferred tax liability should have been recorded in connection with the acquisition, with a corresponding amount of goodwill of $8.3 million. Tree Technologies business objectives developed more slowly than originally projected, due to a revaluation of the market opportunity, both in the context of the time and amount of investment required to achieve the originally projected results, and further complicated by various factors, including COVID-19, the temporary closures of businesses in the area, which resulted in the lack of demand for motorbikes, rolling business and government shutdowns, and supply chain constraints. The Company determined that sufficient impairment indicators existed and decided to perform a quantitative impairment analysis in the three months ended December 31, 2020. Under the income approach, the Company estimated the fair value of Tree Technologies based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company utilized cash flow projections based on information known and knowable at that time, and included management’s estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the then current macroeconomic industry and market conditions. The Company based the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to Tree Technologies’ ability to execute on its business plan. (b) On July 26, 2021, Timios experienced a systems outage that was caused by a cybersecurity incident, which caused disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings. This resulted in an adverse impact on Timios’ revenues in that one significant customer was lost and other customers have reduced their volume. The Company determined that an indicator of potential impairment existed and decided to perform an interim quantitative tangible and intangible asset and goodwill impairment tests for its Timios reporting unit. Based on the results of this interim quantitative impairment test, the fair value of the Timios reporting unit was below the carrying value of its net assets. The decline in the fair value of the Timios reporting unit resulted from the cybersecurity event described above, which lowered the projected revenue and profitability levels of the reporting unit. The fair value of the Timios reporting unit was based on the income approach. Under the income approach, the Company estimated the fair value of the reporting unit based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management’s estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. The Company based the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the Timios’ ability to execute on the projected cash flows. The fair value of Timios’ reporting unit is based on management’s best estimates, and should actual results differ from those estimates, future impairment charges may be required in future periods. The quantitative analysis indicated that the carrying amount of the Timios reporting unit exceeded its fair value by $19.5 million. As a result, the Company recorded a goodwill impairment charge of $5.6 million, and impairment charges related to the Timios tradename and lender relationships of $0.7 million and $13.2 million, respectively, in the three months ended September 30, 2021. (c) For the year ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on WAVE’s business forecasts. The projections have negatively impacted WAVE’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $35.7 million for the year ended December 31, 2021. (d) For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on US Hybrid’s business forecasts. The projections have negatively impacted US Hybrid’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $42.2 million for the year ended December 31, 2021. (e) During the three months ended June 30, 2021, the Company completed the sale of Grapevine. Refer to Note 8 for additional information. (f) For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on Solectrac’s business forecasts. The projections have negatively impacted Solectrac’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $17.7 million for the year ended December 31, 2021. Intangible Assets The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): December 31, 2021 December 31, 2020 Weight Average Gross Gross Remaining Carrying Accumulated Impairment Net Carrying Accumulated Net Useful Life Amount Amortization Loss Balance Amount Amortization Balance Amortizing Intangible Assets Influencer network (a,g) — $ — $ — $ — $ — $ 1,137 $ (462) $ 675 Customer contract (a,g) — — — — — 500 (389) 111 Continuing membership agreement (b) 17.5 1,179 (649) — 530 1,179 (619) 560 Patents, trademarks and brands (a,d,g,f,h,i) 57.0 39,820 (2,715) (30,492) 6,613 110 (17) 93 Technology platform (a,g) — — — — — 290 (97) 193 Land use rights (c) 97.0 27,102 (411) — 26,691 28,162 (142) 28,020 Licenses (d) 14.0 1,000 (65) — 935 — — — Lender relationships (d) 6.0 16,600 (1,638) (12,550) 2,412 — — — Internally developed software (e) 2.6 452 (76) — 376 — — — Software (h,j) 13.7 4,492 (178) — 4,314 — — — Non-compete (i) 4.5 520 (57) (463) — — — — Technology (h,i) 21.9 7,460 (347) (7,113) — — — — Assembled workforce 1.9 150 (6) — 144 — — — Total 98,775 (6,142) (50,618) 42,015 31,378 (1,726) 29,652 Indefinite lived intangible assets Title plant (d) 500 — — 500 — — — Website name 25 — — 25 25 — 25 Title License 6 — — 6 — — — Patent — — — — 28 — 28 Total $ 99,306 $ (6,142) $ (50,618) $ 42,546 $ 31,431 $ (1,726) $ 29,705 (a) During the three months ended September 30, 2018, the Company completed the acquisition of 65.7% share of Grapevine. Refer to Note 8. In connection with the previously mentioned 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. As a result of this analysis of the influencer network, the Company also determined that the remaining useful life of the influencer network should be reduced to two years, effective January 1, 2021. (b) During the three months ended September 30, 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 mentioned above, 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. The Company also recorded an impairment loss of $30,000 related to DBOT’s customer list. Refer to Note 8 for additional information related to the acquisition. (c) During the three months ended December 31, 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. As part of the acquisition, Tree Technologies acquired an exclusive right to market and distribute the EVs manufactured by Tree Manufacturing. Upon acquisition, the fair value of this agreement was determined to be $11.3 million. In the three months ended December 31, 2020, Tree Technologies obtained a domestic EV manufacturing license in Malaysia; and therefore determined it would not purchase vehicles from Tree Manufacturing. The Company subsequently severed all commercial relationships with Tree Manufacturing. Accordingly, the Company determined there was no underlying value to the marketing and distribution agreement, and recorded an impairment loss of $12.5 million. Refer to Note 8 for additional information related to the acquisition. (d) During the three months ended March 31. 2021, the Company completed the acquisition of 100.0% interest in Timios. Refer to Note 8 for additional information related to the acquisition. (e) Relates to software development costs capitalized during the three months ended September 30, 2021 at Timios. The asset was placed into service in July 2021. (f) During three months ended March 31, 2021, the Company completed the acquisition of 100% interest in WAVE. Refer to Note 8 for additional information related to the acquisition. (g) During the three months ended June 30, 2021, the Company completed a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine. (h) During three months ended June 30, 2021, the Company completed the acquisition of privately held Solectrac. Solectrac develops 100% battery-powered, all-electric tractors for agriculture and utility operations. Refer to Note 8 for additional information related to the acquisition. (i) During three months ended June 30, 2021, the Company completed the acquisition of privately held US Hybrid Corporation. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components. Refer to Note 8 for additional information related to the acquisition. (j) Relates to software costs capitalized during the three months ended September 30, 2021. During the three months ended March 31, 2019, the Company completed the sale of certain intangible assets to GTD, and entered into a service agreement with GTD, a minority shareholder, in exchange for GTB. As a result of these transactions, the Company received 8.3 million GTB. On October 29, 2019, GTB had an unexpected significant decline in quoted price, from $17.00 to $1.84. This decline continued through the fourth quarter of 2019, and on December 31, 2019 the quoted price was $0.23. As a result of this decline in quoted price, and its inability to convert GTB into other digital currencies which were more liquid, or fiat currency, the Company performed an impairment analysis in the fourth quarter of 2019 and recorded an impairment loss of $61.1 million. Refer to Note 17 for additional information on the transactions denominated in GTB. Amortization expense, excluding impairment losses of $13.9 million, $20.5 million and $66.8 million for the years ended December 31, 2021, 2020 and 2019, respectively, mentioned above, relating to intangible assets was $5.5 million, $5.2 million and $2.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. The following table summarizes future expected amortization expense (in thousands): Amortization to be Years ending December 31, recognized 2022 $ 4,199 2023 4,183 2024 3,918 2025 3,454 2026 3,404 2027 and thereafter 22,857 Total $ 42,015 |
Long-term Investments
Long-term Investments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Long-term Investments | Note 11. Long-term Investments The following table summarizes the Company’s long-term investments (in thousands): June 30, December 31, 2022 2021 Non-marketable equity investments $ 10,569 $ 7,500 Equity method investments 14,949 28,088 Total $ 25,518 $ 35,588 Non-marketable equity investment Our non-marketable equity investments are investments in privately held companies without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes 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 June 30, 2022 and 2021, respectively. Equity method investments The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands): June 30, 2022 Dilution loss Reclassification due to January 1, Income (loss) to equity Reclassification investee share June 30, 2021 Addition on investment method investee to subsidiaries issuance 2022 Energica (b) 12,329 — (1,031) — (11,298) — — FNL Technologies (c) 2,856 — (454) — — — 2,362 MDI Fund (d) 3,765 127 (77) — — — 3,815 PEA (f) 9,138 (366) — — — 8,772 Total $ 28,088 $ 127 $ (1,928) $ — $ (11,298) $ — $ 14,949 The Company has received no dividends from equity method investees in the three and six months ended June 30, 2022 and 2021. (a) Solectrac On October 22, 2020, the Company acquired 1.4 million common shares, representing 15.0% of the total common shares outstanding, of Solectrac for a purchase price of $0.91 per share, for total consideration of $1.3 million. On November 19, 2020, Ideanomics acquired an additional 1.3 million shares of common stock for $1.00 per share, for a subsequent investment of $1.3 million. The Company’ ownership in Solectrac was diluted to 24.3% as of March 31, 2021 due to the new share issuance by Solectrac during the three months ended March 31, 2021. On June 11, 2021, Ideanomics entered into a stock purchase agreement and plan of merger with Solectrac and its shareholders, and acquired the remaining common shares outstanding of Solectrac for total consideration of $18.0 Refer to Note 7 for additional information on the acquisition of Solectrac. (b) Energica On March 3, 2021, the Company entered into an investment agreement with Energica. The Company invested €10.1 million ($13.6 million) for 6.1 million ordinary shares of Energica at a subscription price of €1.78 ($2.21) for each ordinary share. Pursuant to the purchase of the shares the Company will hold 20.0% of Energica’s share capital. From March 3, 2021 through September 30, 2021 the Company has the right to participate in any equity financing by Energica. Ideanomics was restricted from selling any of the shares for a period of 90 days. Energica is the world’s leading manufacturer of high performance electric motorcycles and the sole manufacturer of the FIM Enel MotoE World Cup. Energica motorcycles are currently on sale through the official network of dealers and importers. The Company has decided to account for Energica on a one quarter lag as Energica, which is publicly traded on the Milan stock exchange, is only required to prepare and file semi-annual and annual financial statements, and the time frame in which the filings must be complete is much more lenient than in the U.S. Energica prepares its financial statements in accordance with Article 2423 et seq of the Italian Civil Code, rather than U.S. GAAP. Energica’s financial statements will either be prepared in or reconciled to U. S. GAAP prior to the Company recording its share of Energica’s earnings or losses, and the one quarter lag will be utilized to accomplish this, as well as related disclosure matters. As of June 30, 2022, the excess of the Company’s investment over its proportionate share of Energica’s net assets was $10.9 million. The difference represents goodwill. Certain shareholders of Energica have rights such that they may convert their ordinary shares into ordinary shares with supervoting rights under certain conditions. The aggregate market value of the Energica common shares owned by the Company was $22.5 million as of June 30, 2022. (c) FNL On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, which included the investment of $2.9 million cash into FNL, the issuance of 0.1 million shares of Ideanomics common stock, and 100.0% of the common stock outstanding of Grapevine. Ideanomics received 0.6 million shares of common stock of FNL at a subscription price of $8.09 per share of common stock, and Ideanomics also converted a $250,000 SAFE into 30,902 shares of common stock. The Company determined that the basis in the FNL investment is the aggregate of the cash invested, including the SAFE, the fair value of the Ideanomics common stock issued, and the fair value of Grapevine. As a result of this transaction, Ideanomics owns 29.0% of the common stock outstanding of FNL, and FNL appointed Alfred Poor, Ideanomics’ Chief Executive Officer, to be a member of its board of directors. The Company has decided to account for FNL on a one quarter lag, as FNL is in the development stage and will require the additional time to prepare financial statements in accordance with U.S. GAAP. (d) Minority Depository Institution Keepers Fund On July 26, 2021, the Company entered into a subscription agreement to invest $25.0 million in the MDI Fund. The MDI Fund an organization of minority-owned banks that aim to increase inclusivity in the financial services industry, is sponsored by the National Bankers’ Association. The MDI Fund will provide capital resources primarily in low and moderate income areas to grow a more skilled workforce, increase employment opportunities, and support businesses’ growth among minority and underserved communities. The initial investment of $0.6 million was made on July 26, 2021. The Company has decided to account for MDI on a one quarter lag, the MDI Fund reporting requirements differ from the Company’s quarterly reporting schedule. (e) TM2 On January 28, 2021, the Company entered into a SAFE with TM2. As of August 13, 2021, the SAFE was amended to which Ideanomics would invested €5.0 million ($5.9 million), an increase in the investment of €3.5 million ($4.1 million), from the original contracted investment of €1.5 million ($1.8 million.) If there is an equity financing (of above €5.0 million ($6.8 million) 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 to 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, the Company shall be entitled to convert the purchase amount into ordinary shares based on the pre-investment valuation of the Company of €10.0 million ($11.1 million) on December 20, 2019, plus the value of any investment into the SAFE since the original investment resulting in a current valuation of the Company of €11.0 million ($12.5 million), but subject to increase by the amount of any further debt, equity, convertible investment prior to January 28 2022. In the event of a non-qualifying financing, TM2 shall provide the Company with sufficient information to verify such funding and increase in valuation. The Company accounts for TM2 as an equity method investment, as it holds a 10.0% equity ownership interest and has one four (f) PEA On August 2, 2021, the Company announced a strategic investment in PEA, a business unit within the Prettl Group, a large German industrial company that manufactures and distributes components and systems for the automotive, energy, and electronics industries. The terms include a strategic investment of €7.5 million ($9.1 million) for 11,175 preferred shares. Ideanomics will receive exclusive sales and distribution rights for PEA charging infrastructure products and solutions in North America and CEO Alf Poor will join PEA’s Board of Directors. The Company received legal ownership as of October 19, 2021, after payment of €7.5 million ($9.1 million) representing a 30% equity ownership. | Note 12. Long-term Investments The following table summarizes the composition of long-term investments (in thousands): December 31, December 31, 2021 2020 Non-marketable equity investments $ 7,500 $ 4,787 Equity method investments 28,088 3,700 Total $ 35,588 $ 8,487 Non-marketable equity investments Our non-marketable equity investments are investments in privately held companies without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Based on management’s analysis of certain investment’s performance, impairment losses of $4.5 million, $0.2 million and $3.0 million were recorded in the years ended December 31, 2021, 2020 and 2019, and are recorded in “Asset impairments” in the consolidated statements of operations. Equity method investments The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands): December 31, 2021 Income (loss) Reclassification Dilution loss January 1, on Reclassification Impairment to equity method due to investee December 31, 2021 Addition investment to subsidiaries losses investee share issuance 2021 Solectrac (a) $ 2,556 $ — $ (153) $ (2,372) $ — $ — $ (31) $ — Energica (b) — 13,555 (1,226) — — — — 12,329 FNL (c) — 3,505 (899) — — 250 — 2,856 MDI Fund (d) — 4,646 (881) — — — — 3,765 TM2 (e) 1,144 7,226 (506) — (7,864) — — — PEA (f) — 9,138 — — — — — 9,138 Total $ 3,700 $ 38,070 $ (3,665) $ (2,372) $ (7,864) $ 250 $ (31) $ 28,088 December 31, 2020 Income (loss) Reclassification Dilution loss January 1, on Reclassification Impairment to equity method due to investee December 31, 2020 Addition investment to subsidiaries losses investee share issuance 2020 TM2 (e) $ 1,227 $ — $ (83) $ — $ — $ — $ — $ 1,144 Intelligenta (g) $ 9,800 $ — $ — $ — $ (9,800) $ — $ — $ — Glory (h) 6,854 — (4) — (6,850) — — — Solectrac (a) — 2,600 (44) — — — — 2,556 Total $ 17,881 $ 2,600 $ (131) $ — $ (16,650) $ — $ — $ 3,700 The Company has received no dividends from equity method investees in the years ended December 31, 2021, 2020 and 2019. (a) 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’s ownership in Solectrac was diluted to 24.3% as of March 31, 2021 due to the new share issuance by Solectrac during the three months ended March 31, 2021. On June 11, 2021, Ideanomics entered into a stock purchase agreement and plan of merger with Solectrac and its shareholders, and acquired the remaining common shares outstanding of Solectrac for total consideration of $17.7 million. Ideanomics now owns 100% of Solectrac, and commenced consolidation of Solectrac on that date. Refer to Note 8 for additional information on the acquisition of Solectrac. (b) On March 3, 2021, the Company entered into an investment agreement with Energica. The Company invested €10.1 million ($13.6 million) for 6.1 million ordinary shares of Energica at a subscription price of €1.78 ($2.21) for each ordinary share. Pursuant to the purchase of the shares the Company will hold 20.0% of Energica’s share capital. From March 3, 2021 through September 30, 2021 the Company has the right to participate in any equity financing by Energica. Ideanomics was restricted from selling any of the shares for a period of 90 days. Energica is the world’s leading manufacturer of high performance electric motorcycles and the sole manufacturer of the FIM Enel MotoE World Cup. Energica motorcycles are currently on sale through the official network of dealers and importers. The Company has decided to account for Energica on a one quarter lag as Energica, which is publicly traded on the Milan stock exchange, is only required to prepare and file semi-annual and annual financial statements, and the time frame in which the filings must be complete is much more lenient than in the U.S. Energica prepares its financial statements in accordance with Article 2423 et seq of the Italian Civil Code, rather than U.S. GAAP. Energica’s financial statements will either be prepared in or reconciled to U. S. GAAP prior to the Company recording its share of Energica’s earnings or losses, and the one quarter lag will be utilized to accomplish this, as well as related disclosure matters. As of December 31, 2021, the excess of the Company’s investment over its proportionate share of Energica’s net assets was $11.0 million. The difference represents goodwill. Certain shareholders of Energica have rights such that they may convert their ordinary shares into ordinary shares with supervoting rights under certain conditions. The aggregate market value of the Energica common shares owned by the Company was $21.8 million as of December 31, 2021. (c) On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, which included the investment of $2.9 million cash into FNL, the issuance of 0.1 million shares of Ideanomics common stock, and 100.0% of the common stock outstanding of Grapevine. Ideanomics received 0.6 million shares of common stock of FNL at a subscription price of $8.09 per share of common stock, and Ideanomics also converted a $250,000 SAFE into 30,902 shares of common stock. The Company determined that the basis in the FNL investment is the aggregate of the cash invested, including the SAFE, the fair value of the Ideanomics common stock issued, and the fair value of Grapevine. As a result of this transaction, Ideanomics owns 29.0% of the common stock outstanding of FNL, and FNL appointed Alfred Poor, Ideanomics’ Chief Executive Officer, to be a member of its board of directors. The Company has decided to account for FNL on a one quarter lag, as FNL is in the development stage and will require the additional time to prepare financial statements in accordance with U.S. GAAP. (d) On July 26, 2021, the Company entered into a subscription agreement to invest $25.0 million in the MDI Fund. The MDI Fund an organization of minority-owned banks that aim to increase inclusivity in the financial services industry, is sponsored by the National Bankers’ Association. The MDI Fund will provide capital resources primarily in low and moderate income areas to grow a more skilled workforce, increase employment opportunities, and support businesses’ growth among minority and underserved communities. The initial investment of $0.6 million was made on July 26, 2021. The Company has decided to account for the MDI Fund on a one quarter lag since the MDI Fund’s reporting requirements differ from the Company’s quarterly reporting schedule. (e) On January 28, 2021, the Company entered into a SAFE with TM2. As of August 13, 2021, the SAFE was amended to which Ideanomics would invest €5.0 million ($5.9 million), an increase in the investment of €3.5 million ($4.1 million), from the original contracted investment of €1.5 million ($1.8 million.) If there is an equity financing (of above €5.0 million ($6.8 million)) 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 to 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, the Company shall be entitled to convert the purchase amount into ordinary shares based on the pre-investment valuation of the Company of €10.0 million ($11.1 million) on December 20, 2019, plus the value of any investment into the SAFE since the original investment resulting in a current valuation of the Company of €11.0 million ($12.5 million), but subject to increase by the amount of any further debt, equity, convertible investment prior to January 28, 2022. In the event of a non-qualifying financing, TM2 shall provide the Company with sufficient information to verify such funding and increase in valuation. The Company accounts for TM2 as an equity method investment, as it holds a 10.0% equity ownership interest and has one of four seats on the board of directors. (f) On August 2, 2021, the Company announced a strategic investment in PEA, a business unit within the Prettl Group, a large German industrial company that manufactures and distributes components and systems for the automotive, energy, and electronics industries. The terms include a strategic investment of €7.5 million ($9.1 million) for 11,175 preferred shares. Ideanomics will receive exclusive sales and distribution rights for PEA charging infrastructure products and solutions in North America and CEO Alf Poor will join PEA’s Board of Directors. The Company received legal ownership as of October 19, 2021, after payment of €7.5 million ($9.1 million) representing a 30% equity ownership. (g) In 2018, the Company signed an investment agreement with two unrelated parties to establish BDCG, subsequently renamed Intelligenta, for providing block chain services for financial or energy industries by utilizing artificial intelligence and big data technology in the United States. On April 24, 2018, the Company acquired 20.0% equity ownership in BDCG from one noncontrolling party for total consideration of $9.8 million which consisted of $2.0 million in cash and $7.8 million paid in the form of the Company’s capital stock (valued at $2.60 per share and equal to 3.0 million shares of the Company’s common stock), increasing the Company’s ownership to 60.0%. The remaining 40.0% of Intelligenta are held by Seasail. The accounting treatment for the investment is based on the equity method due to variable substantive participating rights (in accordance with ASC 810) granted to Seasail. Intelligenta’s target customer base is financial institutions and large energy companies in the U. S.; however, due to the political relations between the U.S. and China, Intelligenta has been unable to commercialize its product as such companies are hesitant to engage a company with China-based ownership to perform AI and block chain services. The Company evaluated the business prospects of Intelligenta, and determined the investment was impaired and the impairment was other-than-temporary. Accordingly, the Company recorded an impairment loss of $9.8 million in “Impairment of and equity in loss of equity method investees” in the consolidated statements of operations in the year ended December 31, 2020. Intelligenta has yet to record revenue or earnings or losses, and therefore its statement of operations and balance sheet data are not material. As of December 31, 2019, the excess of the Company’s investment over its proportionate share of Intelligenta’s net assets was $9.8 million. The difference represented goodwill and was not amortized. (h) On July 18, 2019, the Company entered into an acquisition agreement to purchase a 34.0% interest in Glory, a Malaysian company, from its shareholder Beijing Financial Holding Limited, a Hong Kong registered company, for the consideration of 12.2 million restricted common shares of the Company, initially representing $24.4 million at $2.00 per share, the contract price, and subsequently revised to $20.0 million at $1.64 per share, the closing price on the date of acquisition. As part of this transaction, the Company was also granted an option to purchase a 40.0% interest in Bigfair from its shareholder Beijing Financial Holding Limited for an exercise price of $13.2 million in the form of common shares of the Company. Bigfair holds a 51.0% ownership stake in Glory. The option was exercisable from July 18, 2020 to July 19, 2021. Upon the initial investment, the Company performed a valuation analysis and allocated $23.0 million and $1.4 million of the consideration transferred to the equity method investment and the call option, respectively, which was subsequently revised to $20.0 million and $0, respectively. As initially contemplated, Glory, through its subsidiary Tree Manufacturing, would hold a domestic EV manufacturing license in Malaysia, a marketing and distribution agreement for EVs in the ASEAN region, as well as the land use rights for 250 acres of vacant land zoned for industrial development in the Gebeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia, which was to be the site of the manufacturing operations. In December 2019, the Company acquired a 51.0% ownership interest in Tree Technologies. Tree Technologies had previously been granted the land use rights to the 250 acres of vacant land mentioned above, which was previously anticipated would be owned by Glory. As Glory would no longer receive the land use rights to the 250 acres of vacant land, the Company evaluated its investment in Glory for impairment, and recorded an impairment loss of $13.1 million in “Impairment of and equity in loss of equity method investees” in the consolidated statements of operations in the year ended December 31, 2019. Tree Technologies had also entered into a product supply arrangement and a product distribution arrangement with a subsidiary of Glory. The Company performed an assessment of these arrangements, and determined that Glory is a variable interest entity, but that the Company is not the prime beneficiary. As of December 31, 2020, the Company accounted for Glory as an equity method investment. Refer to Note 8 for additional information on the acquisition of Tree Technologies. In the three months ended December 31, 2020, Tree Technologies obtained a domestic EV manufacturing license in Malaysia; and therefore determined it would not purchase vehicles from Glory’s subsidiary, Tree Manufacturing. As Glory’s value was predicated on the underlying manufacturing agreement between Tree Technologies and Tree Manufacturing, the Company evaluated the business prospects of Glory, and determined that its investment was impaired and the impairment was other-than-temporary. Accordingly, the Company recorded an impairment loss of $6.9 million in “Impairment of and equity in loss of equity method investees” in the consolidated statements of operations in the year ended December 31, 2020. Refer to Note 11 for information on the impairment loss recorded with respect to the manufacturing agreement with Tree Manufacturing. |
Leases
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Leases | Note 12. Leases As of June 30, 2022 and December 31, 2021, the Company’s operating lease right of use assets are $17.7 million and $12.8 million, respectively. The weighted-average remaining lease term is 5.6 and the weighted-average discount rate is 4.9%. The following table summarizes the components of lease expense (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Operating lease cost $ 1,192 $ 279 $ 2,241 $ 448 Short-term lease cost 155 170 359 259 Sublease income — — — — Total $ 1,347 $ 449 $ 2,600 $ 707 The following table summarizes supplemental information related to leases (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,172 $ 311 $ 2,215 $ 476 Right of use assets obtained in exchange for new operating lease liabilities 150 2,955 6,895 4,718 The additional right of use assets was primarily acquired in the Tree Technologies, Energica, WAVE, and Solectrac acquisitions. The facilities acquired are primarily office buildings and warehouses in Asia, Europe and U.S. locations where they conduct business. The following table summarizes the maturity of operating lease liabilities (in thousands): Leased Property June 30, 2022 Costs 2022 (excluding the six months ended June 30, 2022 $ 2,353 2023 4,666 2024 3,534 2025 3,054 2026 2,503 2026 and thereafter 4,031 Total lease payments 20,141 Less: interest (2,577) Total $ 17,564 In the six months ended June 30, 2022, the Company executed a five-year automobile lease and acquired two finance leases through an acquisition of Energica, the manufacturer of high-performance electric motorcycles with a six-year and two-year remaining life for a service center and an office facility, respectively. In Asia, the Company acquired a two-year operating lease and renewed a two-year lease for a general office building for a manufacturing facility for EV bikes, scooters, and batteries. In the U.S., the Company acquired two operating leases, one of which has a two-year term for a general office building and the other lease, has a ten-year life for a warehouse and office facility used primarily for fabrication, assembly, production, and storage of battery-powered electric tractors. | Note 13. Leases As of December 31, 2021 and 2020, the Company’s operating lease right of use assets were $ 12.8 million and $ 0.2 million, respectively. As of December 31, 2021 and 2020, the Company’s operating lease liabilities were $ 12.7 million and $ 0.1 million, respectively. The weighted-average remaining lease term is 4.2 years and the weighted-average discount rate is 5.2% . The following table summarizes the components of lease expense (in thousands): Year Ended December 31, December 31, December 31, 2021 2020 2019 Operating lease cost $ 1,764 $ 1,600 $ 1,708 Short-term lease cost 720 349 317 Sublease income — (74) (42) Total $ 2,484 $ 1,875 $ 1,983 The following table summarizes supplemental information related to leases (in thousands): Year Ended December 31, December 31, December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,856 $ 991 $ 1,407 Right-of-use assets obtained in exchange for new operating lease liabilities 14,293 486 935 The additional right of use assets were primarily acquired in the Timios, WAVE, US Hybrid and Solectrac acquisitions. The facilities acquired are primarily office buildings and warehouses in U.S. locations where they conduct business. Additionally, the Company leased a showroom in New Jersey in November, 2021. The following table summarizes the maturity of operating lease liabilities (in thousands): Leased Property Years ending December 31 Costs 2022 $ 3,629 2023 3,647 2024 2,728 2025 2,281 2026 1,685 2027 and thereafter 222 Total lease payments 14,192 Less: Interest (1,459) Total $ 12,733 In the year ended December 31, 2021, the Company vacated two leases and recorded an impairment loss related to the right of use asset of $0.1 million . In the three months ended March 31, 2020 the Company ceased to use the premises underlying one lease and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $0.9 million. In the three months ended June 30, 2020, the Company completed negotiations with the landlord to settle the remaining operating lease liability of $0.9 million by issuing a promissory note for $0.1 million, bearing an annual interest rate of 4.0%, and which was due on December 31, 2021 and was paid in the year ended December 31, 2021. The Company recorded a gain of $0.8 million in “Other income (expense), net” in the consolidated statements of operations for the settlement of the operating lease liability. In the three months ended June 30, 2020 the Company ceased to use its New York City headquarters at 55 Broadway, which were subject to two leases, and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $5.3 million. The Company had an operating use liability of $5.8 million with respect to these leases, excluding $0.6 million in accounts payable. In the three months ended September 30, 2020, the Company completed negotiations with the landlord to settle the remaining amounts due of $6.4 million for a cash payment of $1.5 million. The Company recorded a gain of $4.9 million in “Other income (expense), net” in the consolidated statements of operations for the settlement of the operating lease. |
Supplementary Information
Supplementary Information | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Supplementary Information | Note 14. Supplementary Information Other Current Assets “Other current assets” were $4.5 million and $3.7 million as of December 31, 2021 and 2020, respectively. Components of “Other current assets” as of December 31, 2021 and 2020 include a receivable of $1.9 million from a third-party and a deposit of $3.4 million to a third-party supplier for EV purchases, respectively. In the year ended December 31, 2021, the Company collected the $3.4 million deposit that was made to the third-party supplier in 2020. There were no components of “Other current assets” as of December 31, 2021 and 2020, which were more than 5% of total current assets. Other Current Liabilities “Other current liabilities” were $7.1 million and $2.2 million as of December 31, 2021 and 2020, respectively. There were no components of “Other current liabilities” as of December 31, 2021, which were more than 5% of total current liabilities. Components of “Other current liabilities” as of December 31, 2020 that were more than 5% of total current liabilities were other payables to third-parties in the amount of $0.8 million. Current Liabilities, Other Non-current Assets and Other Long-term Liabilities On December 31, 2021 the Company terminated a legal agreement previously entered into whereby the Company took possession of a property in Qingdao, China for no consideration. The termination resulted in the derecognition of an asset of $6.6 million recorded in “Other non-current assets,” and a liability of $6.7 million, of which $0.3 million was recorded in “Other current liabilities” and $6.4 million was recorded in “Other long-term liabilities.” This resulted in a gain of $0.2 million recorded in “Other income (expense), net.” |
Promissory Notes
Promissory Notes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Notes Payable, Current [Abstract] | ||
Promissory Notes | Note 13. Promissory Notes The following table summarizes the outstanding promissory notes as of June 30, 2022 and December 31, 2021 (dollars in thousands): June 30, December 31, 2022 2021 Interest Rate Principal Amount Carrying Amount* Principal Amount Carrying Amount* Convertible Debenture (a) 4% $ 33,333 $ 33,437 $ 57,500 $ 57,809 Small Business Association Paycheck Protection Program (c) 1% 265 265 311 312 Energica lending arrangements 0.05% - 4.5% 5,042 — — Total $ 33,598 38,744 $ 57,811 58,121 Less: Current portion (37,028) (58,121) Long-term Note, less current portion $ 1,716 $ — * Carrying amount includes the accrued interest and approximates the fair value because of the short term nature of these instruments. As of June 30, 2022 debts are classified as current and long term. The weighted average interest rate for these borrowings is 3.7% and 4.0% as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022, and December 31, 2021 the Company was in compliance with all ratios and covenants. (a) $75.0 million Convertible Debenture due October 24, 2022 – YA II PN On October 25, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $75.0 million, and received aggregate gross proceeds of $75.0 million. The note is scheduled to mature on October 24, 2022 and bears interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note has a fixed conversion price of $1.88. 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 contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. Commencing February 1, 2022, the Company has the obligation to redeem $8.3 million per month, against the unpaid principal. This amount may be reduced by any conversions by YA II PN or optional redemptions made by the Company. During the six months ended June 30, 2022, none of the principal or accrued interest were converted into shares of common stock of the Company. During the three months ended December 31, 2021, principal and accrued and unpaid interest in the amount of $17.6 million was converted into 9.4 million shares of common stock of the Company. Total interest expense recognized was $0.4 million for the three months ended December 31, 2021. (b) 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 forgiveness application of the loan was submitted in August 2021. While the forgiveness application is under review, the Company has made payments totaling $31,674 of principal and interest during the year ended December 31, 2021 and $24,152 of principal and interest During the three and six months ended June 30, 2022. Interest expense recognized in connection with this loan was $730 and $832 in the six months ended June 30, 2022 and June 30, 2021 respectively for the Small Business Association Paycheck Protection Program. On May 1, 2020 Grapevine borrowed $0.1 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of approximately $7,000 commencing on December 1, 2020, with a final payment due on May 1, 2022. With several amendments, the loan was payable commencing on October 1, 2021, with a final payment due on April 10, 2025. On April 20, 2021, the Company completed the disposal of Grapevine and the loan balance was deconsolidated from consolidated balance sheet. Interest expense recognized in connection with this loan was $0 and $306 in the six months ended June 30, 2022 and June 30, 2021 respectively for the Small Business Association Paycheck Protection Program. (c) Energica Lending Arrangements Energica is party to eleven individual instruments with different counterparties in Italy comprising an aggregate outstanding unpaid balance of $5.0 million. These instruments provide working capital for the Energica manufacturing operations through the combination of accounts receivable factoring, vendor financing programs and other secured asset-based lending arrangements. The instruments bear interest rates ranging from 0.1% to 4.5%, with a weighted average interest rate of 1.1%. $3.9 million of the payable will be due within one year, and $1.1 million of the payable will due between 2026 and 2028 in installments ranging 8 42 Promissory Notes Issued and Repaid in the Year Ended December 31, 2021 During the year ended December 31, 2021, the Company issued several convertible debt instruments to YA II PN, the terms of which are summarized in the following table (principal and gross proceeds in thousands): YA II PN Note 1 YA II PN Note 2 YA II PN Note 3 YA II PN Note 4 Principal $ 37,500 $ 37,500 $ 65,000 $ 80,000 Gross proceeds $ 37,500 $ 37,500 $ 65,000 $ 80,000 Interest rate 4.0 % 4.0 % 4.0 % 4.0 % Conversion price $ 2.00 $ 3.31 $ 4.12 $ 4.95 Maturity dates July 4, 2021 July 15, 2021 July 28, 2021 August 8, 2021 The conversion prices on the notes above were fixed, and were 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 these notes prior to their maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The notes contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. During the year ended December 31, 2021, the notes, plus accrued and unpaid interest, were converted into 45.9 million shares of common stock of the Company, and one note of $80.0 million was repaid. Vendor Notes Payable Repaid in the Year Ended December 31, 2021 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, the remaining payment was due on August 31, 2021 and was repaid. 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 was due and repaid as of December 31, 2021. | Note 15. Promissory Notes The following is the summary of outstanding promissory notes as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Principal Carrying Principal Carrying Interest rate Amount Amount* Amount Amount* Convertible Debenture (a) 4.0 % $ 57,500 $ 57,809 $ — $ — Vendor Note Payable (b) 0.25%-4 % — — 105 105 Small Business Association Paycheck Protection Program (c) 1.0 % 311 312 460 463 Total $ 57,811 58,121 $ 565 568 Less: Current portion (58,121) (568) Long-term Note, less current portion $ — $ — Ties to *Carrying amount includes the accrued interest and approximates the fair value because of the short-term nature of these instruments. The weighted average interest rate for these borrowings is 4.0% and 1.4% as of December 31, 2021 and December 31, 2020, respectively. As of December 31, 2021 and 2020, the Company was in compliance with all ratios and covenants. The following table summarizes the impact to the consolidated statements of operations associated with outstanding promissory notes (in thousands): Year Ended December 31 December 31 December 31 2021 2020 2019 Interest expense excluding amortization of debt discount $ 2,139 $ 1,593 $ 1,449 Interest expense related to amortization of debt discount — 14,485 4,235 Total interest expense $ 2,139 $ 16,078 $ 5,684 Expense due to conversion of notes $ — $ 2,266 $ — (Gain)loss on extinguishment of debt $ (300) $ (8,891) $ 3,940 (a) $75.0 million Convertible Debenture due October 24, 2022 – YA II PN On October 25, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $75.0 million, and received aggregate gross proceeds of $75.0 million. The note is scheduled to mature on October 24, 2022 and bears interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note has a fixed conversion price of $1.88. 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 contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. Commencing February 1, 2022, the Company has the obligation to redeem $8.3 million per month, against the unpaid principal. This amount may be reduced by any conversions by YA II PN or optional redemptions made by the Company. During the year ended December 31, 2021, the principal and accrued and unpaid interest in the amount of $17.6 million was converted into 9.4 million shares of common stock of the Company. Total interest expense recognized was $0.6 million for the year ended December 31, 2021. (b) 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, the remaining payment was due on August 31, 2021 and was repaid. 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 was due and repaid as of December 31, 2021. (c) 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 forgiveness application of the loan was submitted in August 2021 and the Company has made payments totaling $31,674 of principal and interest during the year ended December 31, 2021 while the forgiveness application is under review. On May 1, 2020 Grapevine borrowed $0.1 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of approximately $7,000 commencing on December 1, 2020, with a final payment due on May 1, 2022. With several amendments, the loan was payable commencing on October 1, 2021, with a final payment due on April 10, 2025. On April 20, 2021, the Company completed the disposal of Grapevine and the loan balance was deconsolidated from consolidated balance sheet. On May 3, 2020 WAVE borrowed $0.3 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of $12,630 commencing on November 1, 2020, with a final payment due on May 3, 2022. After the issuance of an additional grace period, payments were to commence on September 21, 2021 until the original maturity date of May 3, 2022. The loan and the accrued interest were forgiven and paid by the U.S. Small Business Administration according to the notice received from the bank on September 16, 2021. The Company recorded the forgiveness as “Gain (loss) on extinguishment of debt” on the consolidated statement of operations. On February 24, 2021 US Hybrid borrowed $0.5 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan had a maturity date of February 24, 2026. After the issuance there was a 2 month loan forgiveness covered period followed by a 10 month deferment period, and payments were to commence on March 10, 2022 and continue until the maturity date. US Hybrid used the loan for qualifying expenses. The loan was forgiven in June 2021 and was accounted for in conjunction with the acquisition accounting in Note 8. Promissory Notes Issued and Repaid in the Year Ended December 31, 2021 During the year ended December 31, 2021, the Company issued several convertible debt instruments to YA II PN, the terms of which are summarized in the following table (principal and gross proceeds in thousands): YA II PN Note 1 YA II PN Note 2 YA II PN Note 3 YA II PN Note 4 Principal $ 37,500 $ 37,500 $ 65,000 $ 80,000 Gross proceeds $ 37,500 $ 37,500 $ 65,000 $ 80,000 Interest rate 4.0 % 4.0 % 4.0 % 4.0 % Conversion price $ 2.00 $ 3.31 $ 4.12 $ 4.95 Maturity dates July 4, 2021 July 15, 2021 July 28, 2021 August 8, 2021 The conversion prices on the notes above were fixed, and were 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 these notes prior to their maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The notes contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. During the year ended December 31, 2021, the notes, plus accrued and unpaid interest, were converted into 45.9 million shares of common stock of the Company, and one note of $80.0 million was repaid. Promissory Notes Outstanding Prior to December 31, 2020 The Company had various debt instruments outstanding prior to December 31, 2020. Certain of these instruments contained beneficial conversion features and/or down round provisions, which were triggered by the subsequent issuance of common stock at a price lower than the down round provisions in the instruments. |
Stockholders' Equity, Redeemabl
Stockholders' Equity, Redeemable Convertible Preferred Stock and Redeemable Non-controlling Interest | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity, Redeemable Convertible Preferred Stock and Redeemable Non-controlling Interest | Note 14. Stockholders’ Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest Convertible Preferred Stock The Board of Directors has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of June 30, 2022 and December 31, 2021, 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. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time, at the office of the Company or any transfer agent for such stock, into ten fully paid and nonassessable shares of Common Stock, and redeemable at a stated dollar amount upon a merger/consolidation/change in control. Upon the occurrence of a liquidation event, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, an amount per share equal to $0.50, as may be adjusted from time to time plus all accrued, but unpaid dividends, whether declared or not. Common Stock Our Board has authorized 1,500 million shares of common stock, $0.001 par value. 2022 Equity Transactions The Company did not issue any shares during the three month period ended June 30, 2022. The Company issued $0.5 million shares during the six months ended June 30, 2022 for professional service received and the employee stock option exercise. 2021 Equity Transactions The agreement with YA II PN, Ltd On June 11, 2021, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”). The Company will be able to sell up to 80.4 million shares of its common stock at the Company’s request any time during the 36 months two five two five Redeemable Non-controlling Interest The Company and Qingdao formed an entity named 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 ($7.0 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 was neither mandatory nor certain. Due to the redemption feature, the Company had classified the investment outside of permanent equity. Redeemable non-controlling interest is recorded as at the greater of (i) the redemption amount or (ii) the cumulative amount that would result from applying the measurement guidance in ASC 810. In the year ended December 31 2021, Qingdao officially requested redemption of the invested funds and dividend, RMB 56.0 million ($7.9 million) in total. The Company has designated New Energy to pay the redemption price. After the payment, New Energy owns 100% of Qingdao. Because Qingdao Medici cannot complete its foreign exchange settlement prior to December 31, 2021, New Energy made the payment on behalf of Qingdao Medici. Qingdao, Qingdao Medici and New Energy agreed that Qingdao Medici will make the payment to Qingdao directly when it completes the foreign exchange settlement and Qingdao will return the money previously paid by New Energy to New Energy immediately after it receives the fund from Qingdao Medici. The following table summarizes activity for the redeemable non-controlling interest (in thousands): Six months ended June 30, 2022 June 30, 2021 Beginning balance $ — $ 7,485 Initial investment — — Accretion of dividend — 231 Loss attributable to non-controlling interest — (175) Adjustment to redemption value — 175 Ending balance $ — $ 7,716 The agreement with Roth Capital On February 26, 2021, the Company entered into a sales agreement with 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 Company shall pay to Roth Capital in cash, upon each sale of such shares pursuant to the sales agreement, an amount equal to 3.0% of the gross proceeds from each sale of such shares. During the three months ended June 30, 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 7 for information related to the issuance to common stock for acquisitions, Note 14 for information related to issuance of common stock with convertible notes, Note 17 for information related to the issuance to common stock for option exercise. | Note 16. Stockholders’ Equity, Redeemable Convertible Preferred Stock and Redeemable Non-controlling Interest Convertible Preferred Stock Our Board has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of December 31, 2021 and 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. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time, at the office of the Company or any transfer agent for such stock, into ten fully paid and nonassessable shares of Common Stock, and redeemable at a stated dollar amount upon a merger/consolidation/change in control. Upon the occurrence of a liquidation event, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, an amount per share equal to $0.50, as may be adjusted from time to time plus all accrued, but unpaid dividends, whether declared or not. Common Stock Our Board has authorized 1,500 million shares of common stock, $0.001 par value. Redeemable Non-controlling Interest The Company and Qingdao formed an entity named 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 ($7.0 million) in the three months ended March 31, 2020. The remaining RMB 150.0 million ($21.0 million) was 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 stipulated 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 was neither mandatory nor certain. Due to the redemption feature, the Company had classified the investment outside of permanent equity. Redeemable non-controlling interest is recorded as the greater of (i) the redemption amount or (ii) the cumulative amount that would result from applying the measurement guidance in ASC 810. In the year ended December 31, 2021, Qingdao officially requested redemption of the invested funds and dividend, RMB 56.0 million ($7.9 million) in total prior to December 31, 2021. The Company designated Qingdao Medici to pay the redemption price. After the payment, Qingdao Medici owns 100% of New Energy. Because Qingdao Medici cannot complete its foreign exchange settlement prior to December 31, 2021, New Energy made the payment on behalf of Qingdao Medici. Qingdao, Qingdao Medici and New Energy agreed that Qingdao Medici will make the payment to Qingdao directly when it completes the foreign exchange settlement and Qingdao will return the money previously paid by New Energy to New Energy immediately after it receives the fund from Qingdao Medici. The following table summarizes activity for the redeemable non-controlling interest for the years ended December 31, 2021 and 2020 (in thousands): January 1, 2020 Initial investment $ 7,047 Accretion of dividend 438 Loss attributable to non-controlling interest (135) Adjustment to redemption value 135 December 31, 2020 7,485 Accretion of dividend 464 Loss attributable to non-controlling interest (206) Adjustment to redemption value 206 Settlement (7,949) December 31, 2021 $ — 2021 Equity Transactions On February 26, 2021, the Company entered into a sales agreement with 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 Company shall pay to Roth Capital in cash, upon each sale of such shares pursuant to the sales agreement, an amount equal to 3.0% of the gross proceeds from each sale of such shares. During the year ended December 31, 2021, the Company issued 50.4 million shares of common stock and received net proceeds of $145.5 million after deducting $4.5 million commission and transaction fees. On June 11, 2021, the Company entered into a SEDA with YA II PN. The Company will be able to sell up to $80.4 million shares of its common stock at the Company’s request any time during the 36 months following the date of the SEDA’s entrance into force. The shares would be purchased at (1) 95% of the Market Price if the applicable pricing period is two consecutive trading days or (2) 96% of the Market Price if the applicable pricing period is five consecutive trading days, and, in each case, would be subject to certain limitations, including that YA II PN could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. “Market Price” shall mean the lowest daily volume weighted average price of the Company’s common stock during the two or five consecutive trading days, as applicable, commencing on the trading day following the date the Company submits an advance notice to YA II PN. Pursuant to the SEDA, the Company is required to register all shares which YA II PN may acquire. The SEDA contains customary representations, warranties and agreements of the Company and YA II PN, indemnification rights and other obligations of the parties. YA II PN has covenanted not to cause or engage in any direct or indirect short selling or hedging of the Company’s shares of common stock. During the year ended December 31, 2021, the Company issued 10.0 million shares of common stock for a total of $27.3 million. On August 12, 2021, the Company entered into a controlled equity offering sales agreement with Cantor. In accordance with the terms of the agreement, the Company may offer and sell from time to time through or to Cantor, as sales agent or principal, the Company’s common stock having an aggregate offering price of up to $350.0 million. The shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333- 252230.) The Company shall pay to Cantor in cash, upon each sale of shares pursuant to this agreement, an amount equal to up to 3.0% of the aggregate gross proceeds from each sale of shares. During the year ended December 31, 2021, the Company issued 7.9 million shares of common stock and received net proceeds of $15.7 million after deducting $0.4 million commission and transaction fees. Refer to Note 8 for information related to the issuance to common stock for acquisitions, Note 15 for information related to issuance of common stock with convertible notes, Note 18 for information related to the issuance to common stock for option exercise. 2020 Equity Transactions The Company entered into a SEDA with YA II PN on April 3, 2020 and amended the SEDA to reduce the aggregate amount of facility from $50.0 million to $45.0 million on June 9, 2020, and terminated the SEDA on September 10, 2020. The Company had the right to issue and sell to YA II PN up to $45.0 million of the Company’s common stock over 36 months following the date of the SEDA’s entrance into force, the maximum amount of each of which is limited to $1.0 million. In connection with the SEDA, the Company issued commitment shares to a subsidiary of YA II PN on April 3, 2020 The Company recognized such commitment shares as deferred offering costs and additional paid-in capital for a total of $0.9 million and, subsequently fully charged these costs against the gross proceeds received from SEDA for the year ended December 31, 2020. The Company entered into the second SEDA with YA II PN on September 4, 2020. The Company was able to sell up to $150.0 million of its common stock at the Company’s request any time during the 36 months following the date of the SEDA’s entrance into force. For each share of common stock purchased under the SEDA, YA II PN was to pay 90% of the lowest VWAP of the Company’s shares during the five trading days following the Company’s advance notice to YA II PN. In general, the VWAP represents the sum of the value of all the sales of the Company’s common stock for a given day (the total shares sold in each trade times the sales price per share of the common stock for that trade), divided by the total number of shares sold on that day. YA II PN’s obligation under the SEDA was subject to certain conditions, including the Company maintaining the effectiveness of a registration statement for the securities sold under the SEDA. In addition, the Company could not request advances if the common shares to be issued would result in YA II PN owning more than 4.99% of the Company’s outstanding common stock, with any such request being automatically modified to reduce the advance amount. The SEDA contained customary representations, warranties and agreements of the Company and YA II PN, indemnification rights and other obligations of the parties. YA II PN had covenanted not to cause or engage in any direct or indirect short selling or hedging of the Company’s shares of common stock. During the year ended December 31, 2020, the Company issued 122.9 million shares of common stock for a total of $182.5 million under the SEDA. Refer to Note 15 for information related to issuance of common stock resulting from the conversion of convertible notes, Note 17 for information related to the issuance of common stock resulting from the conversion of convertible notes with related parties, Note 18 for information related to the issuance to common stock for warrant and option exercise, and Note 8 for the information related to the issuance of common stock for DBOT contingent consideration. 2019 Equity Transactions Refer to Note 15 for information related to issuance of common stock resulting from the conversion of convertible notes, Note 8 for information related to the issuance of common stock resulting from the business acquisitions and Note 12 for the information related to the issuance of common stock for long-term investment. The Company also issued 7.4 million shares of common stock related to asset acquisitions. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 15. Related Party Transactions (a) Long-Term Investment to Qianxi In November 2019, the Company entered into a share transfer agreement with Shenma to acquire its 1.72% ownership in Qianxi for consideration of $4.9 million, which was to be paid in six installments. Shenma was required to complete the share transfer registration prior to May 31, 2020, otherwise it will be required to return the consideration to the Company. The Company has paid $0.5 million as of June 30, 2022 and December 31, 2021, and recorded it on the “Other Non-Current Assets”. The Company has requested that Shenma return the consideration provided and currently has full allowance against this receivable. (b) Transaction with Dr. Wu. and his affiliates As of June 30, 2022 and December 31, 2021, the Company has receivables of $0.2 million, respectively, due from Dr. Wu, the former Chairman of the Company, and his affiliates and recorded in “Amounts due from related parties” in the condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021, the Company has payables of d $0.7 million, respectively, due to Dr. Wu, the former Chairman of the Company, and his affiliates and recorded in “Amounts due to related parties” in the condensed consolidated balance sheets. Service agreement with SSSIG The Company entered a new consulting service agreement with SSSIG on April 20, 2021 for the period from April 1, 2021 through June 30, 2021 for $0.4 million. The service agreement includes employment transfer, financial transition, corporate documents handover, legal representative and board member change for the Company’s subsidiaries and affiliates. The Company recorded $0.4 million in the “Amount due to related parties.” 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 six months ended June 30, 2021. The agreement was terminated in May 2021 and both parties agree that the service agreement has been completely performed and no payment is outstanding, and the termination shall not be regarded as a breach by either party. As a result, the Company recorded unpaid $0.6 million in “Other income (expense, net)” in the condensed consolidated statement of operations for the year ended December 31, 2021. (c) Amounts due from and due to Glory As of June 30, 2022 and December 31, 2021, the Company has payables of $0.2 million, respectively, due to Glory as a result of the transactions incurred in 2020 and is recorded in “Amount due to related parties”. (d) Stock purchase consideration payable due to FNL On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL. The unpaid consideration of $0.1 million is recorded in the “Amount due to related parties” in the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021. Refer to Note 7 for additional information. (e) Energica Notes Receivable In October 2021, the Company extended a revolving line of credit to Energica Motor Company in the amount of $4.5 million. The parent company of Energica Motor Company is Energica, of which the Company has 20% ownership. The revolving loan commitment termination date is December 31, 2022. On January 7, 2022, the Company entered into a loan agreement with Energica. Pursuant to this loan agreement, the Company may advance up to €5.0 million ($5.7 million) in installments at an annual interest rate of Euribor plus 2.0%. The purpose of the loan is to provide working capital during the motorcycle manufacturing and purchasing season. The Company has provided a loan of $0.7 million to Energica Motor Company as of December 31, 2021, and recorded in “notes receivable from related party”in the condensed consolidated balance sheets. On March 14 2022, the Company acquired Energica, the loan is eliminated on the consolidated financial statements as of March 31, 2022. The interest income recognized is $28,476 for the six months ended June 30, 2022. During the three months ended March 31 2021, the Company lent $1.4 million and $1.1 million to Energica Motor Company and Energica, respectively. (f) Energica Acquisition The Company loaned $1.8 million to Energica senior management to exercise their options during the three months ended March 31 2022. In April, the Company purchased 847,156 shares from option exercise in another $1.3 million. the $1.8 million was converted into the purchase price of the shares. The total $3.1 million is considered part of the acquisition price of Energica acquisition. Refer to Note 7 for the details (g) Energica Purchases During the three months and six month ended June 30 2022, Energica has purchased $0.2 million and $0.3 million, respectively, of material and services from three entities owned by one of its senior management team. The balance as of June 2022 with these three entities are $1.3 million and recorded in “Amounts due to related parties” in the condensed consolidated Balance Sheets. | Note 17. Related Party Transactions (a) Convertible Notes $3.0 million Convertible Note with Mr. McMahon On May 10, 2012, Mr. McMahon, our Executive Chairman, made a loan to the Company in the amount of $3.0 million. In consideration for the loan, the Company issued the note at a 4.0% interest rate computed on the basis of a 365-day year. The Company entered several amendments with respect to the effective conversion price (changed from $1.75 to $1.50), convertible stocks (changed from Common Stock to Series E Preferred Stock then back to Common Stock). The last amendment was made on May 9, 2020, and extended the maturity date to December 31, 2022. On June 5, 2020, the Audit Committee and the Board 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 recorded $1.5 million expense due to conversion in “Expense due to conversion of notes” in the consolidated statement of operation for the year ended December 31, 2020. The Company paid the accumulated interest of $0.3 million in cash prior to the conversion. For the years ended December 31, 2021, 2020 and 2019, the Company recorded interest expense of $0, $0.1 million and $0.1 million, respectively, related to the note. $2.5 million Convertible Promissory Note with SSSIG On February 8, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, the former Chairman of the Company, in the aggregate principal amount of $2.5 million. The convertible promissory note bore interest at a rate of 4.0%, was scheduled to mature on February 8, 2020, and was convertible into shares of the Company’s common stock at a conversion price of $1.83 per share anytime at the option of SSSIG. 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 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. The Company recorded $0.7 million expense due to conversion in “Expense due to conversion of notes” in the consolidated statement of operation for the year ended December 31, 2020. For the years ended December 31, 2021, 2020 and 2019, the Company recorded interest expense of $0, $21,546 and $48,357, related to the convertible promissory note, respectively. The Company did not pay the interest in cash on this note. $1.0 million Convertible Promissory Note with SSSIG On November 25, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, the former Chairman of the Company, 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. The Company received $0.3 million from SSSIG and did not receive the remaining $0.8 million. 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 convertible promissory note. On June 5, 2020, the convertible promissory note, including accumulated interest, was converted into 0.4 million shares of common stock. The Company recorded $0.1 million expense due to conversion “Expense due to conversion of notes” in the consolidated statement of operation for the year ended December 31, 2020. For the years ended December 31, 2021, 2020 and 2019, the Company recorded interest expense of $0, $4,301 and $1,000, respectively. The Company did not pay the interest in cash on this note. (b) Transactions with GTD Disposal of Assets in exchange of GTB In March 2019, the Company completed the sale of the following assets (with total carrying amount of $20.4 million) to GTD, a minority shareholder based in Singapore, in exchange for 1.3 million GTB. The Company considered the arrangement as a nonmonetary transaction and that fair values of GTB were not reasonably determinable due to the reasons described below. Therefore, the GTB received were recorded at the carrying amount of the assets exchanged and the Company did not recognize any gain or loss based on the provisions of ASC 845. ● License content (net carrying amount $17.0 million.) ● 13% ownership interest in Topsgame (carrying amount of $3.2 million which was included in long-term investment as a non-marketable equity investment.) ● Animation copy right (net carrying amount $0.2 million which was included in intangible assets.) Digital asset management services The Company recognized revenue for the master plan development services over the contract period based on the progress of the services provided towards completed satisfaction. Based on ASC 606, at contract inception, the Company considered the following factors to estimate the value of GTB (noncash consideration): 1) it only trades in one exchange, which had operated for less than one year; 2) its historical volatility was high; and 3) the Company’s intention at the time to hold the majority of GTB, as part of its digital asset management services; and 4) associated risks related to holding GTB. Therefore, the value of 7.1 million GTB using Level 2 measurement was $40.7 million with a 76.0% discount to the fixed contract price agreed upon by both parties when signing the contract. The Company considered similar assets exchanges in Singapore and considered the volatility of the quoted prices and determined a discount of 76.0% The estimated value of GTB was calculated using the Black-Scholes Merton valuation model using the following assumptions: expected terms 3.0 years; volatility 155%; dividend yield: zero and risk-free interest rate of 2.25%. As of December 31, 2019, all performance obligations associated with the development of the master plan for GTD’s assets had been satisfied. Accordingly, the Company recognized revenue of $40.7 million in the year ended December 31, 2019. Refer to Note 11 for information concerning the impairment loss of $61.1 million recorded related to GTB in the year ended December 31, 2019. (c) Long-Term Investment to Qianxi In November 2019, the Company entered into a share transfer agreement with 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 would be required to return the consideration to the Company. The Company had paid $0.5 million as of December 31, 2021 and 2020, and recorded it on the “Other Non-Current Assets” since the share transfer registration was not yet completed. The Company is currently taking actions to resolve these matters. The Company has requested that Shenma return the consideration provided and currently has full allowance against this receivable. (d) Borrowing from DBOT During the three months ended June 30, 2019, the Company obtained several borrowings, $0.6 million in total, from DBOT, These borrowings bore no interest. The Company paid $0.3 million in July, 2019. DBOT became a subsidiary in July 2019. (e) Acquisition of Fintalk Assets In 2018, the Company entered into an agreement to purchase Fintalk Assets from Sun Seven Star International Limited, a Hong Kong company and an affiliate of Dr. Wu. FinTalk Assets include the rights, titles and interest in a secure mobile financial information, social, and messaging platform that has been designed for streamlining financial-based communication for professional and retail users. The initial purchase price for the Fintalk Assets was $7.0 million payable with $1.0 million in cash and shares of the Company’s common stock with a fair market value of $6.0 million. The Company paid $1.0 million in October 2018. The purchase price was later amended to $6.4 million, payable with $1.0 million in cash and shares of the Company’s common stock with a value of $5.4 million. The Company issued 2.9 million common shares in June 2019 and completed the transaction. In the three months ended December 31, 2019, management determined these assets had no future use and recorded an impairment loss of $5.7 million. (f) Sale of Red Rock Refer to Note 8 for additional information. (g) Acquisition of Grapevine Refer to Note 8 for additional information. (h) Sale of Amer Refer to Note 8 for additional information. (i) Taxis commission revenue from Qianxi During the three months ended June 30, 2019, the Company signed an agreement with iUnicorn (also known as Shenma Zhuanche) to form a strategic entity that would focus on green finance and integrated marketing services for new energy taxi vehicles as part of Ideanomics China. The Company agreed to contribute advisory and sales resources which include arranging ABS-based auto financing with its bank partners, and have 50.1% ownership interest in the investment and will have control of the board. iUnicorn, which own 49.9% of the of the joint venture, agreed to contribute its vehicles sales orders in Sichuan province. The entity will generate revenues from commissions on vehicle sales order and ABS fees related to the financing, which will vary accordingly to manufacturer and vehicle model. During the three months ended September 30, 2019, the joint venture took over an order of 4,172 EV taxis from a third-party and helped facilitate the completion of the order. As part of the transaction, Qianxi agreed to pay a commission of $2.7 million to the joint venture for facilitating the completion of this order. There is no other remaining performance obligation relating to this commission. In addition, the commission revenue is considered revenue from a related party as the minority shareholder of the joint venture is an affiliate of our customer, Qianxi. The Company has provided the full allowance against this receivable. (j) Fuzhou Note Receivable In May 2020, Energy Sales provided a note receivable to Zhengtong in the amount of 3.0 million RMB ($0.4 million). The note receivable was 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 as of December 31, 2020. In September 2021, Zhengtong, BSSGCD, an affiliate of Bruno Wu, the former Chairman of the Company, and the Company reached an assignment agreement pursuant to which BSSGCD accepted from Zhengtong all the rights and claims arising from this note receivable. The Company received the payment in full of 3.3 million RMB (approximately $0.5 million at such time,) from BSSGCD subsequently and recorded this recovery in “Selling, general and administrative expenses.” (k) Zhu Note Receivable In May 2020, a subsidiary of the Company, Energy Sales provided a note receivable to Mr. Zhu in the amount of 10.0 million RMB ($1.4 million). Mr. Zhu, through his wholly-owned entity Prime Capital Enterprise Pte. Ltd., provided collateral in the form of its 50.0% ownership of Founder Space. Founder Space is also 50.0% owned by a related party, Seven Stars Innovative Industries Group Limited, an affiliate of Dr. Wu, the former Chairman of the Company. Mr. Zhu agreed to repay 10.5 million RMB ($1.5 million) one month from the disbursement date. In September 2020, a third-party satisfied the note receivable and accrued interest in the amount of 10.5 million RMB ($1.5 million) on behalf of Mr. Zhu, and the Company terminated the note and collateral agreement. (l) Research and development contract with a related party The Company has entered a research and development contract with an entity with the total amount of $2.8 million for EV design and technology development. The Company paid $1.6 million for the year ended December 31, 2020 and recorded this amount in “Research and development expense.” No service is currently being provided under this contract. One of the shareholders of this entity held a senior position in several of Dr. Wu’s affiliated entities. (m) Transaction with Dr. Wu and his affiliates On June 5, 2020, the Audit Committee and the Board 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 December 31, 2021 and 2020, the Company has receivables of $0.2 million and $0.2 million, respectively, due from Dr. Wu, the former Chairman of the Company, and his affiliates and recorded in “Amounts due from related parties” in the consolidated balance sheets. As of December 31, 2021 and 2020, the Company has payables of $0.7 million and $0.6 million, respectively, due to Dr. Wu, the former Chairman of the Company, and his affiliates and recorded in “Amounts due to related parties” in the consolidated balance sheets. 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 and $0.7 million in “Professional fees” for the years ended December 31, 2021 and 2020, respectively. The agreement was terminated in May 2021 and both parties agree that the service agreement has been completely performed and no payment is outstanding, and the termination shall not be regarded as a breach by either party. As a result, the Company recorded the reversal of the unpaid $0.6 million in “Other income (expense), net” in the consolidated statement of operations for the year ended December 31, 2021. The Company entered a new consulting service agreement with SSSIG on April, 20, 2021 for the period from April 1, 2021 through June 30, 2021 for $0.4 million. The service agreement includes employment transfer, financial transition, corporate documents handover, legal representative and board member change for the Company’s subsidiaries and affiliates. The Company recorded $0.4 million in the “Amount due to related parties” in the consolidated balance sheets as of December 31, 2021. (n) Borrowing from Beijing Financial Holdings Limited In the three months ended June 30 2020, the borrowing of $0.4 million from Beijing Financial Holding Limited was transferred to Dr. Wu, the former Chairman of the Company, and was subsequently converted to shares at a conversion price of $0.59 per common share on June 5, 2020. Effective January 1, 2020, Beijing Financials Holding limited is considered a related party because MHTL, was, at a point in time, intended to act as a trustee over 10,000 common shares of Ideanomics China to affect a share-based compensation plan and has the same owner of Beijing Financial Holdings Limited. (o) 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 on behalf of Glory for some of its operational expenses during the year ended December 31, 2021 and December 31, 2020. The net balance of $0.2 million and $0.3 million due to Glory as result of these payments is recorded in “Amount due to related parties” in the consolidated balance sheets as of December 31, 2021 and December 31, 2020, respectively. (p) Receivable due from Ocasia In the year ended December 31, 2021, SSE, one of Ideanomics’ subsidiaries, remitted $0.2 million to Ocasia for the purpose of a business cooperation project. Ocasia returned $0.2 million subsequently because the project was put on hold. (q) Receivable due from Mr. McMahon In the year ended December 31, 2021, the Company paid $0.1 million on behalf of Mr. McMahon and subsequently reduced his compensation payment by the same amount. (r) Stock purchase consideration payable due to FNL On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL. The unpaid consideration of $0.1 million is recorded in the “Amount due to related parties” in the consolidated balance sheets as of December 31, 2021. Refer to Note 8 for additional information. (s) Energica Note Receivable In October 2021, the Company extended a revolving line of credit to Energica Motor Company in the amount of $4.5 million. The parent company of Energica Motor Company is Energica, of which the Company has 20% ownership. The revolving loan commitment termination date is December 31, 2022. The revolving loan due date is 210 days from the date an individual revolving loan is made. Interest rate is the prime rate, as defined. All accrued and unpaid interest on each revolving loan shall be payable commencing on the nineteenth day after the making of such revolving loan, and then again thirty days thereafter until the principal balance of such revolving loan is repaid in full. Overdue principal shall bear interest at the Interest Rate plus four percentage points. Each revolving loan is solely for the purpose of purchasing financed vehicles in order to resell such financed vehicles to an approved dealer, or delivered to an approved dealer for later sale to a customer of such approved dealer. The loan is secured by a series of assets, including financed vehicles, all accounts receivable, all goods and inventory. The Company has provided a loan of $0.7 million to Energica Motor Company as of December 31, 2021, and recorded in “Notes receivable from related party” in the consolidated balance sheets at cost, The interest income recognized is $6,476 for the year ended December 31, 2021 and is recorded as earned based on the outstanding balance for the time period at the rate per the agreement. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Share-Based Compensation | Note 16. Share-Based Compensation As of June 30, 2022, the Company had 22.6 million options and 1.0 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 The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period. Effective as of December 3, 2010 and amended on August 3, 2018, the Company’s Board of Directors approved the 2010 Plan pursuant to which options or other similar securities may be granted. On October 22, 2020, the Company’s shareholders approved the amendment and restatement of the 2010 Plan. The maximum aggregate number of shares of common stock that may be issued under the 2010 Plan increased from 31.5 million shares to 56.8 million shares. As of June 30, 2022, options available for issuance are 16.6 million shares. For the three months ended June 30, 2022 and 2021, total share-based payments expense was $2.9 million and $2.0 million, respectively. For the six months ended June 30, 2022 and 2021, total share-based payments expense was $5.2 million and $4.0 million, respectively. (a) Stock Options The following table summarizes stock option activity for the six months ended June 30, 2022: Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at January 1, 2022 21,843,781 $ 1.74 — $ — Granted 1,605,000 1.01 — — Expired (627,964) 2.54 — — Forfeited (195,494) 2.30 — — Outstanding at June 30, 2022 22,625,323 1.67 8.06 791,894 Vested as of June 30, 2022 17,132,533 1.51 7.70 791,894 Expected to vest as of June 30, 2022 5,492,790 2.16 9.17 — As of June 30, 2022, $8.7 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 1.31. The total intrinsic value of shares exercised in the six months ended June 30, 2022 and 2021 was $0.0 million and $0.5 million, respectively. The total fair value of shares vested in the six months ended June 30, 2022 and 2021 was $4.8 million and $1.9 million, respectively. Cash received from options exercised in the six months ended June 30, 2022 and 2021 were $0.0 million and $0.3 million, respectively. For the options with service conditions, the assumptions used to estimate the fair values of the stock options granted in the six months ended June 30, 2022 and 2021 as follows: Six Months Ended June 30, 2022 June 30, 2021 Expected term (in years) 5.51-5.53 5.51-5.54 Expected volatility 123%-124 % 120%-122 % Expected dividend yield — % — % Risk free interest rate 1.69%-2.87 % 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 $4.24 and the weighted average remaining life was 0.18 years. December 31, June 30, 2022 2021 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 550,000 700,000 2.50 July 1, 2022 - October 1, 2022 Service provider 100,000 100,000 7.50 January 1, 2023 Service provider 100,000 100,000 9.00 January 1, 2023 Total 950,000 1,100,000 (c) Restricted Shares As of June 30, 2022, there was $0 of unrecognized compensation cost related to unvested restricted shares. | Note 18. Share-Based Compensation As of December 31, 2021, the Company had 21.8 million options 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. For the options with market conditions, the fair value of each award is estimated on the date of grant using a Monte-Carlo valuation model and the fair value of each option recognized as compensation expense over the derived service period. For the options with performance conditions, the fair value of each award is estimated on the date of grant using the Black-Scholes Merton valuation model and the fair value of each option recognized as compensation expense over the implicit service period. For restricted stock and option awards only with service conditions, the fair value of each option award is estimated on the date of grant using the Black-Scholes Merton valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period. Effective as of December 3, 2010 and amended on August 3, 2018, the Company’s Board approved 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 December 31, 2021, options available for issuance are 17.4 million shares. For the years ended December 31, 2021, 2020 and 2019, total share-based payments expense was $22.0 million, $12.0 million and $9.1 million, respectively. (a) Stock Options The following table summarizes stock option activity for the years ended December 31, 2021 and 2020: Weighted Weighted Average Average Remaining Aggregated Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at December 31, 2019 14,936,726 $ 2.13 — $ — Granted 15,854,166 0.60 — — Exercised (2,421,657) 0.78 — 2,421,499 Expired (1,682,658) 2.72 — — Forfeited (1,599,161) 1.58 — — Outstanding at December 31, 2020 25,087,416 1.29 7.92 18,554,241 Granted 9,562,000 2.49 — — Exercised (5,589,084) 1.50 — 7,731,175 Expired (2,966,509) 1.69 — — Forfeited (4,250,042) 1.10 — — Outstanding at December 31, 2021 21,843,781 1.74 8.06 4,596,393 Vested as of December 31, 2021 14,264,369 1.53 7.71 3,927,341 Expected to vest as of December 31, 2021 7,579,412 2.15 9.37 669,052 As of December 31, 2021, $12.9 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 1.40 years. The total intrinsic value of shares exercised in the years ended December 31, 2021, 2020 and 2019, was $7.7 million, $2.4 million and $0.0 million, respectively. The total fair value of shares vested in the years ended December 31, 2021, 2020 and 2019, was $8.4 million, $11.8 million and $8.5 million, respectively. Cash received from options exercised in the years ended December 31, 2021, 2020 and 2019, was $8.4 million, $1.7 million and $0.0 million, respectively. For the options with performance and service conditions, the assumptions used to estimate the fair values of the stock options granted in the year ended December 31, 2021, 2020 and 2019 are as follows: Year ended December 31, December 31, December 31, 2021 2020 2019 Expected term (in years) 4.79-7.17 5.15-5.52 5.52 Expected volatility 112%-130% 101%-122% 98% Expected dividend yield — —% —% Risk free interest rate 0.51%-1.29% 0.39%-0.44% 2.51% For the options with market conditions, the assumptions used to estimate the fair values of the stock options granted in the year ended December 31, 2021 as follows: Expected term (in years) 1.88 Expected volatility 106.92 % Expected dividend yield — % Risk free interest rate 1.31 % (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. As of December 31, 2021, the weighted average exercise price was $4.00, and the weighted average remaining life was 0.61 years. A summary of the warrants is as follows: 2021 2020 Number of Number of Warrants Warrants Outstanding Outstanding and 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 providers 100,000 — 7.50 January 1, 2023 Service providers 100,000 — 9.00 January 1, 2023 1,100,000 900,000 (c) Restricted Shares In July 2021, the Company granted 5.0 million restricted shares to seven employees and directors under the 2010 Plan which was approved by the Board. The restricted shares were vested immediately on the grant date. The aggregated grant date fair value of all those restricted shares was $12.4 million. In November 2020, the Company granted 0.1 million restricted shares to one employee under the 2010 Plan which was approved by the Board of Directors. The restricted shares were vested immediately on the commencement date. The aggregated grant date fair value of all those restricted shares was $0.1 million. A summary of the unvested restricted shares is as follows: Weighted-average Shares fair value Non-vested restricted shares outstanding at December 31, 2020 — Granted 5,025,000 2.46 Forfeited — — Vested (5,025,000) 2.46 Non-vested restricted shares outstanding at December 31, 2021 — — As of December 31, 2021, there was $0 of unrecognized compensation cost related to unvested restricted shares. |
Loss Per Common Share
Loss Per Common Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Loss Per Common Share | Note 17. Earnings (Loss) Per Common Share The following table summarizes the Company’s earnings (loss) per share for the six months ended June 30, 2022 and 2021 (USD in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Net earnings (loss) attributable to common stockholders $ (37,767) $ (6,695) $ (66,278) $ (13,178) Basic weighted average common shares outstanding 497,792,525 433,098,279 497,577,331 412,230,966 Effect of dilutive securities Convertible preferred shares- Series A — — — — Convertible promissory notes — — — — Diluted potential common shares 497,792,525 433,098,279 497,577,331 412,230,966 Earnings (loss) per share: Basic $ (0.08) $ (0.02) $ (0.13) $ (0.03) Diluted $ (0.08) $ (0.02) $ (0.13) $ (0.03) Basic earnings (loss) per common share attributable to the Company’s shareholders is calculated by dividing the net loss attributable to the Company’s shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive. The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands): June 30, December 31, 2022 2021 Warrants 950 1,100 Options and RSUs 22,640 21,859 Series A Preferred Stock 933 933 Contingent shares 1,491 1,491 Convertible promissory note and interest 17,786 30,585 Total 43,800 55,968 | Note 19. Loss Per Common Share The following table summarizes the Company’s earnings (loss) per share (USD in thousands, except per share amounts): For the year ended December 31, 2021 December 31, 2020 December 31, 2019 Net loss attributable to Ideanomics, Inc. common stockholders $ (256,011) $ (101,264) $ (98,508) Basic Basic weighted average common shares outstanding 447,829,204 213,490,535 119,766,859 Diluted Diluted weighted average common shares outstanding 447,829,204 213,490,535 119,766,859 Net loss per share: Basic $ (0.57) $ (0.47) $ (0.82) Diluted $ (0.57) $ (0.47) $ (0.82) Basic loss per common share attributable to our shareholders is calculated by dividing the net loss attributable to our shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive. The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in our losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands.) December 31, December 31, December 31, 2021 2020 2019 Warrants 1,100 900 8,996 Options and RSUs 21,859 25,172 14,937 Series A Preferred Stock 933 933 933 Contingent shares 1,491 1,013 8,501 Convertible promissory note and interest 30,585 — 21,678 Total 55,968 28,018 55,045 |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 18. Income Taxes In general, the Company has net operating loss carryovers creating deferred tax assets that, to the extent that they do not offset deferred tax liabilities, are reduced by a 100% valuation allowance. Certain deferred tax liabilities cannot be offset by deferred tax assets. These consist of state deferred tax liabilities of certain US subsidiaries that file separate state tax returns and of certain foreign subsidiaries. The Company also has certain deferred tax liabilities that can only be 80% offset by deferred tax assets relating to net operating loss carryovers that can only offset 80% of taxable income. During the three months ended June 30, 2022 there was an income tax benefit of $0.1 million. This consisted principally of foreign income tax benefits. During the six months ended June 30, 2022 there was an income tax benefit of $0.5 million. This consisted principally of $0.3 million state income tax benefits for US subsidiaries and $0.2 million of foreign income tax benefits. In March 2022 approximately $4.7 million of deferred tax liabilities were recognized on the acquisition of Energica. These are included in “other liabilities” in the table in Note 7. The foreign income tax benefit for the period consists primarily of the reversal of some of this liability as a result of Energica losses. During the three months ended June 30, 2021 there was an income tax benefit of $1.7 million, During the six months ended June 30, 2021 there was an income tax benefit of $9.0 million. This benefit for the six months ended June 30, 2021 principally consisted of a reduction in the Company’s valuation allowance that resulted from the acquisitions, US Hybrid and Solectrac in the second quarter, and, Timios and WAVE, in the first quarter. In the case of each acquisition, intangible assets were recognized for financial reporting purposes that were not recognized for income tax purposes. This, in combination with some smaller temporary differences of four four Timios, US Hybrid and Soletrac have taxable income or loss reported on certain separate state tax returns and consequently have related state income tax expense or benefit. In the case of US Hybrid and Soletrac, which have losses, there are state income tax benefits consisting of those losses being used to reduce the state deferred tax liabilities recognized in the acquisitions. In the case of Timios, state income tax expense results from income. The net state income tax expense for Timios, US Hybrid and Solectrac was $0.1 million and $0.3 million for the three and six months ended June 30, 2021, respectively. There are no other material income tax expenses or benefits for the three and six months ended June 30, 2021 because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a valuation allowance. The Company had established a 100% valuation allowance against its net deferred tax assets, excluding Timios, US Hybrid and Solectrac’s’ net state deferred tax liabilities, due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized. During the six months ended June 30, 2021 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. At June 30, 2022 and December 31, 2021, the Company’s deferred tax assets do not include $0.3 million of potential deferred tax assets, arising in 2021, not recognized because they do not meet the threshold for recognition. If these assets were to be recognized, they would be fully offset by a valuation allowance. Other than these, there were no uncertain tax positions that would prevent the Company from recording the related benefit as of June 30, 2022 and December 31, 2021. | Note 20. Income Taxes (a) CIT Ideanomics, Inc., and its US subsidiaries are subject to U.S. federal and state income tax. Taxes that are based on gross revenue, rather than net income, are not CIT. In the year ended December 31, 2021, Timios incurred $0.1 million of such taxes that are included in selling, general and administrative expense in the statement of operations. CB Cayman was incorporated in the Cayman Islands as an exempted company and is not subject to income tax under the current laws of the Cayman Islands. Mobile Energy Operation Group Limited, M.Y. Products Global Limited and M.Y. Products Global Holdings Limited were incorporated in the British Virgin Islands (BVI) and are not subject to income tax under the current laws of the British Virgin Islands. Medici Operation Limited and MEG Technology Services Group Limited were incorporated in HK SAR their activities relate to support and ownership of businesses outside of Hong Kong, and consequently their expenses do not create operating loss carryovers. Tree Technologies is subject to Malaysian federal income tax. At the acquisition of Tree Technologies at the end of 2019, the Company recognized approximately $8.2 million of deferred tax liabilities related to land-use rights and a distribution and marketing agreement with carrying values well in excess of their tax basis. During the year ended December 31, 2020, Tree Technologies recorded a $3.3 million income tax benefit. This resulted principally from a $3.1 million benefit from amortization and eventual impairment, of the distribution and marketing agreement which resulted in the reversal of the deferred tax liabilities related to the agreement. The remaining $0.2 million benefit resulted from the operating losses creating carryovers that could offset part of the remaining deferred tax liabilities. During the year ended December 31, 2021, Tree Technologies recorded a $0.4 million deferred tax benefit. This benefit resulted from a net operating loss carryover for the period, part of which was able to offset previously recorded deferred tax liabilities and part of which were offset by a valuation allowance. With the exception of the two HK SAR companies, the three BVI companies, SSE, incorporated in Singapore, and M.Y. Products LLC, all subsidiaries of Ideanomics China are PRC entities. The income tax provision of these entities is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in the PRC. In accordance with the CIT Law, effective beginning on January 1, 2008, enterprises established under the laws of foreign countries or regions and whose “place of effective management” is located within the PRC territory are considered PRC resident enterprises and subject to the PRC income tax at the rate of 25.0% on worldwide income. The definition of “place of effective management” refers to an establishment that exercises, in substance, and among other items, overall management and control over the production and business, personnel, accounting, and properties of an enterprise. If the Company’s non-PRC incorporated entities are deemed PRC tax residents, such entities would be subject to PRC tax under the CIT Law. Since our non-PRC entities have accumulated losses, the application of this tax rule will not result in any PRC tax liability, if our non-PRC incorporated entities are deemed PRC tax residents. The CIT Law imposes a 10.0% withholding income tax, subject to reduction based on tax treaty where applicable, for dividends distributed by a FIE to its immediate holding company outside China. Under the PRC-HK tax treaty, the withholding tax on dividends is 5.0% provided that a HK holding company qualifies as a HK tax resident as defined in the tax treaty. No provision was made for the withholding income tax liability as the Company’s foreign subsidiaries were in accumulated loss. Loss before tax (after impairment of an equity in loss of equity method investees) and the provision for income tax benefit consists of the following components (in thousands): 2021 2020 2019 Loss before tax, after impairment of and equity in loss of equity method investees United States $ (256,851) $ (82,999) $ (88,688) PRC/Hong Kong/Singapore/Malaysia (11,660) (31,890) (7,724) $ (268,511) $ (114,889) $ (96,412) Deferred tax expense (benefit) of net operating loss United States - Federal $ — $ — $ — United States - State — — — PRC/Hong Kong/Singapore/Malaysia (371) (241) (176) (371) (241) (176) Deferred tax (benefit) of a decrease in the beginning of the year Valuation allowance as a result of a change in circumstances — — — United States - Federal (8,873) — — United States - State (1,261) — — PRC/Hong Kong/Singapore/Malaysia — — — (10,134) — — Deferred tax expense (benefit) other than the above two categories United States - Federal (89) — — United States - State (1,359) — (514) PRC/Hong Kong/Singapore/Malaysia (58) (3,067) — Total deferred income tax (expense) benefit (1,506) (3,067) (514) Current tax expense (benefit) other than benefit of net operating loss United States - Federal — — — United States - State 225 — — PRC/Hong Kong/Singapore/Malaysia — — 1,107 Total current income tax (expense) benefit 225 — 1,107 Total income tax expense (benefit) $ (11,786) $ (3,308) $ 417 At the acquisition of each of Timios, WAVE, US Hybrid and Solectrac in 2021, the companies immediately became includable in the consolidated federal tax return of Ideanomics. WAVE will be included in the state tax returns of Ideanomics. In the case of each acquisition, intangible assets were recognized for financial reporting purposes that were not recognized for income tax purposes. This, in combination with some smaller temporary differences of the four acquired businesses, resulted in the recognition of $12.2 million deferred tax liabilities. The federal deferred tax liabilities, and the WAVE state deferred tax liabilities created, resulted in the valuation allowance on Ideanomics’ deferred tax assets being reduced. by a similar amount. Ideanomics’ net deferred tax assets that had previously been judged to be more likely that not to be unable to reduce the Company’s income tax liability. As a result, the net deferred tax assets were completely offset by a valuation allowance. Once the acquisitions of four acquired businesses occurred, a portion of Ideanomics’ deferred tax assets could be utilized in offsetting the newly acquired deferred tax liabilities, this resulted in a one-time income tax benefit of $10.1 million . The current CIT for 2021 all relates to Timios, which had taxable income since its acquisition in January 2021 resulting from the non-deductibility of amortization and impairment charges. A reconciliation of the expected income tax derived by the application of the U.S. CIT rate to the Company’s loss before income tax benefit is as follows: 2021 2020 2019 U. S. statutory income tax rate 21.0 % 21.0 % 21.0 % Non-deductible expenses: Non-deductible stock awards (0.6) (0.6) (1.9) Non-deductible impairment or disposal of goodwill (10.5) (3.7) — Non-deductible acquisition costs (0.7) — — Non-deductible officers’ compensation (0.6) — — Non-deductible interest expenses (0.2) (2.0) (1.2) Additional tax cost basis on disposal of subsidiary 0.4 — — Expiration of and disposal of subsidiary NOL carryovers (0.5) — — Change in state tax rates due to change in state apportionment 1.1 1.3 — Increase in valuation allowance (10.3) (15.7) (16.4) Tax rate differential(state and foreign) 5.0 1.3 (0.5) Non-taxable gain Non-deductible (loss) on contingent consideration 0.9 1.1 (1.1) Others (0.6) 0.2 (0.3) Effective income tax rate 4.4 % 2.9 % (0.4) % The Company’s acquisition of WAVE in 2021, which will be included with Ideanomics in all state income tax filings, is expected to have a significant effect on the states to which Ideanomics’ income and loss is apportioned. This results in a higher income tax rate at which many of Ideanomics deductible temporary differences are expected to reverse. The increase in the expected rate consequently resulted in a significant increase in the relate deferred tax assets, which were then offset with a valuation allowance. Deferred income taxes are recognized for future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, 2021 2020 U.S. NOL $ 46,693 $ 23,585 Foreign NOL 6,554 5,967 U.S. capital loss carryover 873 4,371 U. S. Section 1231 carryover 2,360 Accrued payroll and expense 1,012 — Nonqualified options 2,999 1,927 Convertible notes — 827 Inventory reserve 563 — Bad debt allowance 281 281 Impaired assets 10,728 7,996 Other 126 Equity investment loss and others 5,081 3,596 Total deferred tax assets 77,270 48,550 Less: valuation allowance (74,972) (46,732) Property and equipment (357) (81) Intangible assets (5,954) (6,782) Outside basis in domestic subsidiary and other (1,060) — Total deferred tax liabilities (7,371) (6,863) Net deferred tax assets (liabilities) $ (5,073) $ (5,045) As of December 31, 2021, 2020 and 2019, the Company had U.S. domestic cumulative tax loss carryforwards of $191.4 million, $99.3 million and $83.1 million, respectively, and foreign cumulative tax loss carryforwards of $26.9 million, $24.0 million and $28.3 million, respectively, which may be available to reduce future income tax liabilities in certain jurisdictions. $28.2 million of the U.S. carryforwards expire in the years 2027 through 2037. The remaining U.S. tax loss is not subject to expiration. PRC tax loss carryforwards of $23.0 million will expire beginning year 2022 to year 2026. Malaysian tax loss carryforwards of $3.3 million will expire in the years 2030 and 2031. At December 31, 2021, The Company also has U.S. capital loss and section 1231 loss carryovers of $3.4 million and $9.1 million respectively. The capital loss carryover expires in 2027, while the 1231 loss carryover does not expire. Utilization of NOLs may be subject to an annual limitation due to ownership change limitations provided in the Internal Revenue Code and similar state and foreign provisions. This annual limitation may result in the expiration of NOLs before utilization. Management has however, excluded from the carryforward totals amounts shown on the tax returns but for which management has assessed cannot be used before expiration because of the annual limitations. Realization of the Company’s net deferred tax assets is largely dependent upon the Company’s ability to generate future taxable income in the respective tax jurisdictions to obtain benefit from the reversal of temporary differences and NOL carryforwards. It is, however, reasonably possible that the Company could record an income tax benefit in 2022 or later years from the reduction of the valuation allowance resulting from acquisitions in which deferred tax liabilities are recorded. In such a case, as occurred in 2021, deferred tax assets could be utilized to offset the acquired deferred tax liabilities. The valuation allowance increased by $28.2 million, $16.5 million and $14.8 million in the years ended December 31, 2021, 2020 and 2019, respectively. The following table reflects the changes in the valuation allowance (in thousands): Valuation allowance - January 1, 2019 $ 15,468 Increase - year ended December 31, 2019 14,807 Valuation allowance - December 31, 2019 30,275 Increase - year ended December 31, 2020 16,457 Valuation allowance - December 31, 2020 46,732 Increase - year ended December 31, 2021 28,240 Valuation allowance - December 31, 2021 $ 74,972 (b) Uncertain Tax Positions Accounting guidance for recognizing and measuring uncertain tax positions prescribes a threshold condition that a tax position must meet for any of the benefit of uncertain tax position to be recognized in the financial statements. The deferred tax assets listed above as of December 31, 2021, do not include $0.3 million of potential deferred tax assets, arising in the current year, not recognized because they do not meet the threshold for recognition. If these assets were to be recognized they would be fully offset by a valuation allowance. There were no identified uncertain tax positions December 31, 2020 and 2019. The following table reflects changes in the gross unrecognized tax positions (in thousands): Unrecognized tax benefits at beginning of year - January 1, 2019 $ — Gross changes - year ended December 31, 2019 — Unrecognized tax benefits at end of year - December 31, 2019 — Gross changes - year ended December 31, 2020 — Unrecognized tax benefits at end of year - December 31, 2020 — Gross increases - current year tax positions 256 Unrecognized tax benefits at end of year - December 31, 2020 $ 256 As of December 31, 2021, 2020 and 2019, the Company did not accrue any material interest and penalties. The Company’s United States federal and state income tax returns are generally subject to examination for potential assessment for 2018 and later years. The use of U.S. net operating loss carryovers from earlier years are subject to challenge in any future year utilized. Due to the uncertainty regarding the filing of tax returns for years before 2007, it is possible that the Company is subject to examination by the IRS for earlier years. All of the PRC tax returns for the PRC operating companies are subject to examination by the PRC tax authorities for all periods from the companies’ inceptions in 2009 through 2021 as applicable. All of Tree Technologies’ tax returns since inception in 2018 are subject to examination by the Malaysian tax authorities. All of Tree Technologies’ tax returns since inception in 2018 are subject to examination by the Malaysian tax authorities. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 19. Commitments and Contingencies Lawsuits and Legal Proceedings From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the business. Vendor Settlement In the year ended December 31, 2020, Ideanomics preliminarily settled a payable of $1.7 million with one vendor for $1.3 million. The settlement were conditioned upon factors which did not expire until three months from the date of the settlement; therefore, the Company recognized the gain of $0.4 million in the year ended December 31, 2020. Shareholder Class Actions and Derivative Litigations On July 19, 2019, a purported class action, now captioned Rudani v. Ideanomics, Inc. et al. On June 28, 2020, a purported securities class action, captioned Lundy v. Ideanomics Inc. et al. Kim v. Ideanomics Inc. 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 Merger-related Litigation and Demand Letters Following the announcement of the Company’s agreement to acquire VIA, the Company has received several demand letters on behalf of purported stockholders of the Company and the Company and certain of its officers and directors have been named as defendants in complaints filed and consolidated in the United States District Court for the Southern District of New York demanding the issuance of additional disclosures in connection with the merger. The specific complaints, all of which have been consolidated, have the following filing dates: Macmillan v. Ideanomics, Inc.et al Saee v. Ideanomics, et al., Foran v. Ideanomics, Inc., et al., SEC Investigation As previously reported, the Company is subject to an investigation by the Division of Enforcement of the United States Securities and Exchange Commission. The Company is cooperating with the investigation and has responded to requests for documents, testimony and information regarding various transactions and disclosures going back to 2017. At this point, we are unable to predict what the timing or the outcome of the SEC investigation may be or what, if any, consequences the SEC investigation may have with respect to the Company. However, the SEC investigation could result in additional legal expenses and divert management’s attention from other business concerns and harm our business. If the SEC were to determine that legal violations occurred, we could be required to pay civil penalties or other amounts, and remedies or conditions could be imposed as part of any resolution. Ideanomics Audit Committee Investigation On March 14, 2022, BDO informed the company that information related to the company’s operations in China indicated that an illegal act may have occurred. In response, the company’s Audit Committee engaged an Am Law 100 law firm and a nationally recognized forensics accounting firm to conduct a complete and thorough investigation and such investigation was completed by such parties to the Audit Committee’s satisfaction on July 17, 2022. The investigation concluded with no findings of improper or fraudulent actions or practices by the Company or any of its officers or employees with respect to any matters, including those raised by BDO. Ideanomics, Inc. v. Silk EV Cayman LP Silk executed a convertible promissory note in favor of Ideanomics on January 28, 2021, in the amount of $15.0 million plus interest. Payment of the original principal amount plus interest was due on January 28, 2022. Silk did not pay on the convertible promissory note when it became due. On April 27, 2022, Ideanomics filed suit against Silk in the Supreme Court of the State of New York, New York County, Index No 51668/2022 for non-payment of the convertible promissory note. Silk was timely served with the Summons and Notice of Motion for Summary Judgment in Lieu of Complaint. On June 1, 2022, IIdeanomics agreed to dismiss the lawsuit without prejudice in exchange for Silk’s execution of a Confession of Judgment wherein Silk, through its Chairman, acknowledged its debt obligation under the convertible promissory note and agreed to a payment schedule, with interest continuing to run until payment in full at the rate of 6.0% per annum. Following this agreement, Silk did not remit payment according to the payment schedule. On August 16, 2022, Ideanomics obtained a judgment against Silk for $16.4 million including prejudgment interest of 6.0%, which will accrue post-judgment interest of 9.0% until paid. It has not been paid. | Note 21. Commitments and Contingencies Lawsuits and Legal Proceedings From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the business. Vendor Settlement In the year ended December 31, 2020, Ideanomics preliminarily settled a payable of $1.7 million with one vendor for $1.3 million. The settlement were conditioned upon factors which did not expire until three months from the date of the settlement; therefore, the Company recognized the gain of $0.4 million in the year ended December 31, 2020. Shareholder Class Actions and Derivative Litigations On July 19, 2019, a purported class action, now captioned Rudani v. Ideanomics, Inc. et al. On June 28, 2020, a purported securities class action, captioned Lundy v. Ideanomics Inc. et al. Kim v. Ideanomics Inc. 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 Merger-related Litigation and Demand Letters Following the announcement of the Company’s agreement to acquire VIA, the Company has received several demand letters on behalf of purported stockholders of the Company and the Company and certain of its officers and directors have been named as defendants in complaints filed and consolidated in the United States District Court for the Southern District of New York demanding the issuance of additional disclosures in connection with the merger. The specific complaints, all of which have been consolidated, have the following filing dates: Macmillan v. Ideanomics, Inc.et al Saee v. Ideanomics, et al., Foran v. Ideanomics, Inc., et al., SEC Investigation As previously reported, the Company is subject to an investigation by the Division of Enforcement of the United States Securities and Exchange Commission. The Company is cooperating with the investigation and has responded to requests for documents, testimony and information regarding various transactions and disclosures going back to 2017. At this point, we are unable to predict what the timing or the outcome of the SEC investigation may be or what, if any, consequences the SEC investigation may have with respect to the Company. However, the SEC investigation could result in additional legal expenses and divert management’s attention from other business concerns and harm our business. If the SEC were to determine that legal violations occurred, we could be required to pay civil penalties or other amounts, and remedies or conditions could be imposed as part of any resolution. Ideanomics Audit Committee Investigation On March 14, 2022, BDO informed the company that information related to the company’s operations in China indicated that an illegal act may have occurred. In response, the company’s Audit Committee engaged an Am Law 100 law firm and a nationally recognized forensics accounting firm to conduct a complete and thorough investigation and such investigation was completed by such parties to the Audit Committee’s satisfaction on July 17, 2022. The investigation concluded with no findings of improper or fraudulent actions or practices by the Company or any of its officers or employees with respect to any matters, including those raised by BDO. Ideanomics, Inc. v. Silk EV Cayman LP Silk executed a convertible promissory note in favor of Ideanomics on January 28, 2021, in the amount of $15.0 million plus interest. Payment of the original principal amount plus interest was due on January 28, 2022. Silk did not pay on the convertible promissory note when it became due. On April 27, 2022, Ideanomics filed suit against Silk in the Supreme Court of the State of New York, New York County, Index No 51668/2022 for non-payment of the convertible promissory note. Silk was timely served with the Summons and Notice of Motion for Summary Judgment in Lieu of Complaint. On June 1, 2022, Ideanomics agreed to dismiss the lawsuit without prejudice in exchange for Silk’s execution of a Confession of Judgment wherein Silk, through its Chairman, acknowledged its debt obligation under the convertible promissory note and agreed to a payment schedule, with interest continuing to run until payment in full at the rate of 6.0% per annum. Following this agreement, Silk did not remit payment according to the payment schedule. On August 16, 2022, Ideanomics obtained a judgment against Silk for $16.4 million including prejudgment interest of 6.0%, which will accrue post-judgment interest of 9% until paid. It has not been paid. |
Concentration, Credit and Other
Concentration, Credit and Other Risks | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | ||
Concentration, Credit and Other Risks | Note 20. Concentration of Credit and Foreign Currency Risks Concentration of Credit Risks Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of June 30, 2022 the Company’s cash and cash equivalents were 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. (a) 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 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. (b) Cybersecurity Incident The Company’s real estate services subsidiary, Timios, experienced a systems outage that was caused by a cybersecurity incident. Timios has engaged leading forensic information technology firms and legal counsel to assist its investigation into the incident. Although Timios is actively managing the impact of the cybersecurity incident, it has caused a delay or disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings during the reporting period. Timios has since recovered their operation capabilities. The cybersecurity incident has had a material adverse impact on Timios’ revenues. Daily orders are increasing and the company anticipates that a significant amount of the business lost immediately after the cybersecurity incident will be recovered in 2022, although there can be no assurances in this regard. Timios promptly notified third-parties who may have been affected by this incident, and its insurer has offered a one year credit monitoring service to those who may have been affected. Timios has since recovered their operational capabilities, and has implemented multiple safeguards against future incidents, including but not limited to the establishment of a Chief Information Security Officer and a Security Operations Center that monitors the system against cyber threats twenty four hours a day. Timios still has yet to recover a significant portion of business lost as a result of the incident. Timios is uncertain to what degree any further revenue will be recovered. A class action lawsuit was filed against Timios as a result of the systems outage, which was settled within the limits of its insurance coverage. Timios has filed a claim with its insurer to recover a portion of the lost revenues and profits for the period from July 26, 2021 through January 27, 2022. | Note 22. Concentration, Credit and Other Risks a.Major Customers and Referring Financial Institutions For the year ended December 31, 2021, no customer individually accounted for more than 10.0% of the Company’s revenue. Two customers individually accounted for more than 10.0% of the Company’s net accounts receivable as of December 31, 2021 (37.9% of accounts receivable). Timios generates much of its revenue through referring financial institutions. For the year ended December 31, 2020, three customers individually accounted for more than 10.0% of the Company’s revenue (77.0% of revenue.) Three customers individually accounted for more than 10.0% of the Company’s net accounts receivable as of December 31, 2020 (98.2% of accounts receivable.) For the year ended December 31, 2019, one customer individually accounted for more than 10.0% of the Company’s revenue (91.3% of revenue.) Major Suppliers For the year ended December 31, 2021, no suppliers individually accounted for more than 10.0% of the Company’s cost of revenues. No suppliers individually accounted for more than 10.0% of the Company’s accounts payable as of December 31, 2021. For the year ended December 31, 2020, four suppliers individually accounted for more than 10.0% of the Company’s cost of revenues (73.70% of cost of revenue.) Two suppliers individually accounted for more than 10.0% of the Company’s accounts payable as of December 31, 2020 (61.10% of accounts payable.) For the year ended December 31, 2019, no suppliers individually accounted for more than 10.0% of the Company’s cost of revenues. 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 December 31, 2021 and 2020, the Company’s cash and cash equivalents were 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, Currency Concentrations, and Capital Requirements 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 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. As of December 31, 2021, the Company had cash and cash equivalents of $269.9 million. Approximately $241.9 million was held in U.S. entities and $27.9 million was held in Hong Kong, Singapore, Malaysia, and the PRC entities. Timios holds various regulatory licenses related to its business as a title insurance agency and is required to hold a minimum cash balance of $2.0 million. As a broker-dealer, JUSTLY has minimum capital requirements. JUSTLY had cash of $0.2 million as of December 31, 2021, which was necessary for JUSTLY to meet its minimum capital requirements. As of December 31, 2021 and 2020, deposits of $4.7 million and $1.3 million were insured, respectively. To limit exposure to credit risk relating to bank deposits, the Company primarily places bank deposits only with large financial institutions in the PRC, HK, U.S., Singapore and Cayman with acceptable credit ratings. c.Cybersecurity Incident The Company’s real estate services subsidiary, Timios, experienced a systems outage that was caused by a cybersecurity incident. Timios has engaged leading forensic information technology firms and legal counsel to assist its investigation into the incident. The systems outage caused a delay or disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings during the year ended December 31, 2021. The cybersecurity incident had a material adverse impact on Timios’ revenues. Timios promptly notified third-parties who may have been affected by this incident, and its insurer has offered a one year credit monitoring service to those who may have been affected. Timios has since recovered their operational capabilities, and has implemented multiple safeguards against future incidents, including but not limited to the establishment of a Chief Information Security Officer and a Security Operations Center that monitors the system against cyber threats twenty four hours a day. Timios still has yet to recover a significant portion of business lost as a result of the incident. Timios is uncertain to what degree any further revenue will be recovered. A class action lawsuit was filed against Timios as a result of the systems outage, which was settled within the limits of its insurance coverage. Timios has filed a claim with its insurer to recover a portion of the lost revenues and profits for the period from July 26, 2021 through January 27, 2022. The amount of the insurance recovery, if any, is not yet known. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Note 23. Defined Contribution Plans For U.S. employees, the Company began sponsoring a 401(k) plan that provides for a 100.0% employer matching contribution of the first 4.0% of eligible pay that the employee contributed to the plan. Employees are immediately 100.0% vested in the Company’s non-discretionary contribution to the 401(k) plan. Timios sponsors a 401(k) plan that provides for discretionary non-matching employer contributions. Employees of Timios are immediately 100.0% vested in Timios’s discretionary contribution to the 401(k) plan so long as they are employed on the last day of the plan year. Exceptions to the last day requirement are made for those who leave employment due to retirement, disability, authorized leave of absence, or death. The Company paid total matching and discretionary 401(k) contributions of $0.1 million, $0.1 million and $0.0 million in the years ended December 31, 2021, 2020 and 2019, respectively. Full time employees in the PRC and Malaysia participate in government-mandated defined contribution plans pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Company to make contributions based on certain percentages of the employees’ basic salaries. Other than such contributions, there is no further obligation under these plans. The total contributions for such PRC and Malaysia employee benefits were $0.7 million, $0.4 million and $0.4 million in the years ended December 31, 2021, 2020 and 2019, respectively. |
Geographic Areas
Geographic Areas | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographic Areas | Note 24. Geographic Areas The following table summarizes geographic information for long-lived assets (in thousands): December 31, December 31, 2021 2020 United States $ 1,997 $ 8,965 Malaysia 26,870 28,185 Other 728 135 Total $ 29,595 $ 37,285 |
Contingent Consideration
Contingent Consideration | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Contingent Consideration | Note 21. Contingent Consideration The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands): June 30, 2022 Level I Level II Level III Total DBOT - Contingent consideration1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration2 — — 119 119 Solectrac - Contingent consideration3 — — 100 100 Total $ — $ — $ 868 $ 868 December 31, 2021 Level I Level II Level III Total DBOT - Contingent consideration1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration2 — — 250 250 Solectrac - Contingent consideration3 — — $ 100 100 Total $ — $ — $ 999 $ 999 1 This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration as of June 30, 2022 was valued using the Black-Scholes Merton method. The Company issued 11.3 million shares during the year ended December 31, 2021 and partially satisfied this liability. No shares have been issued in the six months ended June 30, 2022. 2 This represents the liability incurred in connection with the acquisition of Tree Technology shares during the three months ended December 31, 2019 and as subsequently remeasured as of December 31, 2021 and 2020. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach. 3 This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. DBOT Contingent Consideration The fair value of the DBOT contingent consideration as of March 31, 2020 and December 31, 2019 was valued using the Black-Scholes Merton model. The significant unobservable inputs used in the fair value measurement of the contingent consideration includes the risk-free interest rate, expected volatility, expected term and expected dividend yield. The following table summarizes the significant inputs and assumptions used in the model: December 31, June 30, 2022 2021 Risk-free interest rate 0.1 % 1.6 % Expected volatility 30 % 30 % Expected term (years) 0.08 0.25 Expected dividend yield — % — % Tree Technologies Contingent Consideration The fair value of the Tree Technologies contingent consideration as of June 30, 2022 and December 31, 2021, was valued using a probability-weighted discounted cash flow approach which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the probability-weighted discounted cash flow approach: December 31, June 30, 2022 2021 Weighted-average cost of capital 15.0 % 15.0 % Probability 5%-10 % 5%-10 % Solectrac Contingent Consideration The fair value of the Solectrac contingent consideration as of June 30, 2022 was valued using a Monte-Carlo simulation model. The significant unobservable inputs include volatility, discount rate and the risk free rate, Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: June 30, 2022 Risk-free interest rate 1.9 % Expected volatility 25.0 % Expected discount rate 18.7 % The following table summarizes the reconciliation of Level 3 fair value measurements (in thousands): Contingent Consideration January 1, 2022 $ 999 Remeasurement loss/(gain) recognized in the statement of operations (131) June 30, 2022 $ 868 | Note 25. Contingent Consideration The following table summarizes information about the Company’s contingent consideration arrangements 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): December 31, 2021 Level 1 Level 2 Level 3 Total DBOT - Contingent Considerationa $ — $ — $ 649 $ 649 Tree Technology - Contingent Considerationb — — 250 250 Solectrac - Contingent Considerationc — — 100 100 Total $ — $ — $ 999 $ 999 December 31, 2020 Level 1 Level 2 Level 3 Total DBOT - Contingent Considerationa $ — $ — $ 649 $ 649 Tree Technology - Contingent Considerationb — — 250 250 Total $ — $ — $ 899 $ 899 Note a. This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration was valued using the Black-Scholes Merton method. The Company issued 13.1 million shares during the year ended December 31, 2020 and partially satisfied this liability. No shares have been issued in the year ended December 31, 2021. b. This represents the liability incurred in connection with the acquisition of Tree Technologies during the three months ended December 31, 2019 and as subsequently remeasured as of December 31, 2021 and 2020. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach. c. This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. DBOT Contingent Consideration The fair value of the DBOT contingent consideration as of March 31, 2020 and December 31, 2019, was valued using the Black-Scholes Merton model. The significant unobservable inputs used in the fair value measurement of the contingent consideration includes the risk-free interest rate, expected volatility, expected term and expected dividend yield. The following table summarizes the significant inputs and assumptions used in the model: March 31, December 31, 2020 2019 Risk-free interest rate 0.1 % 1.6 % Expected volatility 30 % 30 % Expected term (years) 0.08 0.25 Expected dividend yield — % — % Tree Technologies Contingent Consideration The fair value of the Tree Technologies contingent consideration as of December 31, 2021 and 2020, was valued using a probability-weighted discounted cash flow approach which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the probability-weighted discounted cash flow approach: December 31, December 31, 2021 2020 Weighted-average cost of capital 15.0 % 15.0 % Probability 5%‑10 % 20%‑55 % Solectrac Contingent Consideration The fair value of the Solectrac contingent consideration as of December 31, 2021, was valued using a Monte-Carlo simulation model. The significant unobservable inputs include volatility, discount rate and the risk free rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2021 Risk-free interest rate 3.4 % Expected volatility 25.0 % Expected discount rate 13.1 % The following table summarizes the reconciliation of contingent consideration measured using Level 3 inputs (in thousands): Contingent Consideration January 1, 2019 $ — Addition 19,562 Measurement period adjustment 5,094 December 31, 2020 24,656 Measurement period adjustment (1,990) Settlement (8,203) Remeasurement loss/(gain) recognized in the income statement (5,503) December 31, 2020 8,960 Addition 1,639 Net remeasurement loss/(gain) recognized in the income statement (9,600) December 31, 2021 $ 999 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 22. Subsequent Events VIA Promissory Notes As of December 31, 2021, the company had invested $42.5 million in VIA, in the form of convertible promissory note. US Hybrid Escrow Shares On July 12, 2022, the Company received 6.6 million shares of common stock back from the escrow agent pursuant to the triggering of a legal condition that permitted the Company to reclaim 100% of the shares held in escrow. US Hybrid Escrow Shares On July 12, 2022, the Company received 6.6 million shares of common stock back from the escrow agent pursuant to the triggering of a legal condition that permitted the Company to reclaim 100% of the shares held in escrow. Convertible Debenture Amendment On August 30, 2022, the Company and YA II PN agreed to amend the terms of the outstanding convertible note and entered into an amendment agreement dated August 29, 2022. As of August 29, 2022, the outstanding principal balance of the Original Debenture was $16.7 million. The amendments to the Original Debenture amended the principal amount to reflect the outstanding balance as of August 29, 2022, change the maturity date to January 29, 2023 and adjust the conversion price to the lower of $1.50 or 85.0% of the lowest daily VWAP during the 7 consecutive Trading Days immediately preceding the Conversion Date or other date of determination, but not lower than $0.20 per share of common stock. The Company shall not have the right to prepay any amounts due under the Amended Debenture prior to the Maturity Date without the Investor’s prior written consent. Standby Equity Purchase Agreement On September 1, 2022, the company entered into a SEPA with YA II PN. The Company will be able to sell up to sixty million three Pursuant to the SEPA, the Company is required to register all shares which YA may acquire. The Company agreed to file with the SEC a Registration Statement (as defined in the SEPA) registering all of the shares of common stock that are to be offered and sold to YA pursuant to the SEPA. The Company is required to have a Registration Statement declared effective by the SEC before it can raise any funds using the SEPA. Unless earlier terminated as provided under the SEPA, the SEPA shall terminate automatically on the earliest of (i) the first day of the month next following the 36-month anniversary of the Effective Date or (ii) the date on which the YA shall have made payment of Advances (as defined in the SEPA) pursuant to the SEPA for the Common Shares equal to the Commitment Amount (as defined in the SEPA). Amendment to Standby Equity Purchase Agreement On September 1, 2022, the company entered into a SEPA with YA II PN. Subsequently, on September 15, 2022, the company amended the SEPA increasing the commitment amount from sixty million shares to one hundred fifty six hundred one million five hundred Future wind down of PRC Operations On September 12, 2022, the Board authorized management to pursue a plan to wind down operations in China. We expect the plan to be finalized and initiated in the fourth quarter of 2022. The wind down is anticipated to be complete no later than the fourth quarter of 2023. In the year ended December 31, 2021, the company generated $29.7 million in revenues in the PRC, primarily from the sale of electric vehicle products. For the six months ended June 30, 2022, the company generated $28.9 million in revenues in the PRC. The carrying value of long lived assets in the PRC as June 30, 2022 was not material and cash held in the PRC was approximately 12.4 million as of June 30, 2022. | Note 26. Subsequent Events VIA Promissory Notes As of December 31, 2021, the company had invested $42.5 million in VIA, in the form of convertible promissory note. As of August 31, 2022, the company has invested an additional $24.6 million in VIA, in the form of the 2021 convertible promissory note ($12.9 million) and a new promissory note issued in May 2022 ($11.7 million). Both promissory notes bear interest at an annual rate of 4.0% and the new promissory note is due and payable in the event of the termination of the merger agreement on the twelve month anniversary date of such termination. Energica Loan Agreement On January 7, 2022, the Company entered into a loan agreement with Energica. Pursuant to this loan agreement, the Company may advance up to €5.0 million ($5.7 million), in installments of €250,000 ($284,075), at an annual interest rate of Euribor plus 2.0%. The purpose of the loan is to provide working capital during the motorcycle manufacturing and purchasing season. The loan is unsecured, with interest payable semi-annually, on June 30 and December 31 of each year. The outstanding principal is due and payable in two installments, on June 30, 2024 and December 31, 2024. Disposition of Seven Stars Energy Pte. Ltd. On February 9, 2022, the Company transferred its 51.0% interest in Seven Stars Energy Pte. Ltd. for a nominal amount. The Company expects to record a loss resulting from the disposition of $0.5 million. Energica Tender Offer On September 15, 2021, the Company announced it had entered into an agreement to launch a voluntary conditional tender offer in concert with the founders of Energica for shares of Energica, pursuant to which Ideanomics plans to increase its investment from 20.0% in Energica to approximately 70.0%. The Energica founders shall continue to own 29.0% of Energica. On February 9, 2022, the Company wired €52.5 million (approximately $60.3 million) to an escrow account in order to facilitate and fund the conditional tender offer. On March, 7, 2022 the Company announced that it had achieved the 90.0% threshold for the conditional tender offer. The transaction received final approval from Italian regulatory authorities and closed on March 14, 2022. Timios Investment in Orangegrid On May 20, 2022, Timios purchased 6.6 million Series A-1 preferred share units in Orangegrid for a total investment of $3 million. Orangegrid is a developer and vendor of software technologies which improve the operational efficiency and effectiveness of financial institutions and their service providers. Timios and Orangegrid also entered into a strategic partnership making Timios the preferred provider of title, escrow, valuation and asset management services within OrangeGrid’s GridReady default management ecosystem. US Hybrid Escrow Shares On July 12, 2022, the Company received 6.6 million shares of common stock back from the escrow agent pursuant to the triggering of a legal condition that permitted the Company to reclaim 100% of the shares held in escrow. Convertible Debenture Amendment On August 30, 2022, the Company and YA II PN agreed to amend the terms of the outstanding convertible note and entered into an amendment agreement dated August 29, 2022. As of August 29, 2022, the outstanding principal balance of the Original Debenture was $16.7 million. The amendments to the Original Debenture amended the principal amount to reflect the outstanding balance as of August 29, 2022, change the maturity date to January 29, 2023 and adjust the conversion price to the lower of $1.50 or 85.0% of the lowest daily VWAP during the 7 consecutive Trading Days immediately preceding the Conversion Date or other date of determination, but not lower than $0.20 per share of common stock. The Company shall not have the right to prepay any amounts due under the Amended Debenture prior to the Maturity Date without the Investor’s prior written consent. Standby Equity Purchase Agreement On September 1, 2022, the company entered into a SEPA with YA II PN. The Company will be able to sell up to sixty million of the Company’s shares of common stock, par value $0.001 per share (the at the Company’s request any time during the 36 three Pursuant to the SEPA, the Company is required to register all shares which YA may acquire. The Company agreed to file with the SEC a Registration Statement (as defined in the SEPA) registering all of the shares of common stock that are to be offered and sold to YA pursuant to the SEPA. The Company is required to have a Registration Statement declared effective by the SEC before it can raise any funds using the SEPA. Unless earlier terminated as provided under the SEPA, the SEPA shall terminate automatically on the earliest of (i) the first day of the month next following the 36-month Amendment to Standby Equity Purchase Agreement On September 1, 2022, the company entered into a SEPA with YA II PN. Subsequently, on September 15, 2022, the company amended the SEPA increasing the commitment amount from sixty million shares to one hundred fifty six hundred one million five hundred Future wind down of PRC Operations On September 12, 2022, the Board authorized management to pursue a plan to wind down operations in China. We expect the plan to be finalized and initiated in the fourth quarter of 2022. The wind down is anticipated to be complete no later than the fourth quarter of 2023. In the year ended December 31, 2021, the company generated $29.7 million in revenues in the PRC, primarily from the sale of electric vehicle products. For the six months ended June 30, 2022, the company generated $28.9 million in revenues in the PRC. The carrying value of long lived assets in the PRC as June 30, 2022 was not material and cash held in the PRC was approximately $12.4 million as of June 30, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
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 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, 2021 filed with the SEC on September 2, 2022 Form 10-K. | (a) Basis of Presentation The consolidated financial statements of Ideanomics, its subsidiaries and VIEs were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenues and expenses of the subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. |
Use of Estimates | 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, the Company evaluates its estimates, including those related to the bad debt allowance, collectability of notes receivable, sales returns, fair values of financial instruments, equity investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. | (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the bad debt allowance, collectability of notes receivable, sales returns, fair values of financial instruments, equity investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. |
Cash and Cash Equivalents | (c) Cash and Cash Equivalents Cash consists of cash on hand, demand deposits, time deposits, and other highly liquid instruments with an original maturity of three months or less when purchased. Investments in money market or similar funds are evaluated in order to determine if the fund meets the definition of cash equivalents. The factors evaluated include the weighted-average maturity date of the fund’s underlying securities, the fund’s redemption policies, and if the fund’s investment attributes are consistent with the investment attributes of an SEC-registered money market fund. Refer to Note 22 for additional information on our credit and foreign currency risks. | |
Accounts Receivable, net | (d) Accounts Receivable, net Accounts receivable are recognized at invoiced amounts and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company reviews its allowance for doubtful accounts receivable on an ongoing basis. In establishing the required allowance, management considers any historical losses, the customer’s financial condition, the accounts receivable aging, and the customer’s payment patterns. After all attempts to collect a receivable have failed and the potential for recovery is remote, the receivable is written off against the allowance. | |
Notes receivable | (e) Notes receivable Notes receivable consist of two convertible promissory notes for which the Company had elected the fair value option. The convertible notes receivable were recorded at fair value at the reporting period and any changes to fair value and foreign currency were recorded in earnings. Refer to Note 6 for additional information. | |
Property and Equipment, net | (f) Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and improvements, which extend the original estimated economic useful lives of applicable assets, are capitalized. Expenditures for normal repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation of assets sold or retired are removed from the accounts and any gain or loss thereon is recognized in the consolidated statement of operations. Depreciation is provided for on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful life is 3 to 10 years for furniture and electronic equipment, 3 to 5 years for vehicles, 5 years for shop equipment and the lesser of lease terms or the estimated useful lives of the assets for leasehold improvements. Construction in progress is stated at the lower of cost or fair value, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Construction in progress at December 31, 2020 represents Fintech Village under construction. The Company recorded impairment losses of $3.3 million and $2.3 million in the years ended December 31, 2020 and 2019, respectively, related to Fintech Village’s land, building and capitalized architect costs. Refer to Note 10 for additional information. In the three months ended December 31, 2021, we closed on the sale of Fintech Village for $2.8 million, incurring commissions and fees of $0.2 million. Asset Retirement Obligations Asset retirement obligations generally apply to legal obligations associated with the retirement of a tangible long-lived asset that result from the acquisition, construction or development and the normal operation of a long-lived asset. If a reasonable estimate of fair value can be made, the fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred or a change in estimate occurs. Asset retirement costs associated with asset retirement obligations are capitalized with the carrying amount of the related long-lived assets and depreciated over the related asset’s estimated useful life. The Company’s asset retirement obligations as of December 31, 2020 were associated with the acquisition of Fintech Village, in which the Company was contractually obligated to remediate certain existing environmental conditions. Refer to Note 10 for additional information regarding Fintech Village. The Company recorded impairment losses related to retirement asset costs of $0, $2.0 million and $1.5 million in the years ended December 31, 2021, 2020 and 2019, respectively. Refer to Note 10 for more information. | |
Business Combinations | (g) Business Combinations The Company includes the results of operations of the businesses that are acquired as of the acquisition date. The Company allocates the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Contingent consideration in a business combination is included as part of the acquisition cost and is recognized at fair value as of the acquisition date. Fair value is generally estimated by using a probability-weighted discounted cash flow approach, Monte-Carlo simulation model, or scenario-based method. Any liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, and any changes in fair value are recognized in earnings. | |
Intangible Assets and Goodwill | (h) Intangible Assets and Goodwill The Company accounts for intangible assets and goodwill in accordance with ASC 350. ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. In accordance with ASC 350, goodwill is allocated to reporting units, which are either the operating segment or one reporting level below the operating segment. On an annual basis and more frequently based on triggering events, as of October 1 of each year, management reviews goodwill for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, goodwill is further tested for impairment by comparing the carrying amount to the estimated fair value of its reporting units, determined using externally quoted prices (if available) or a discounted cash flow model and, when deemed necessary, a market approach. Goodwill impairment, if any, is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value. Application of goodwill impairment tests requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units and determination of fair value of each reporting unit. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the reporting unit, composition, personnel or strategy changes affecting the reporting unit and recoverability of asset groups within a reporting unit. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates, and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each reporting unit. The Company recorded an impairment loss of $101.5 million and $18.1 million related to goodwill in the year ended December 31, 2021 and 2020, respectively. Refer to Note 11 for additional information. The Company has other intangible assets, excluding goodwill, which consist primarily of patents, trademarks, brands and land use rights, which are generally recorded in connection with acquisitions at their fair value. Intangible assets with estimable lives are amortized, generally on a straight-line basis, over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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 ASC 950, has not been amortized. The costs to maintain the current status of the title plant are recorded as a current period expense. The Company recorded impairment losses related to intangible assets acquired in various acquisitions of $50.6 million and $20.4 million in the years ended December 31, 2021 and 2020, respectively. The Company recorded an impairment loss related to a secure mobile financial information, social and messaging platform of $5.7 million in the year ended December 31, 2019. Refer to Note 11 for additional information. | |
Digital Currency | (i) Digital Currency In the past, the Company has enter into transactions denominated in digital currency, which may consist of GTB Bitcoin, Ethereum and/or other types of digital currency. Digital currency is a type of digital asset that is not a fiat currency and is not backed by hard assets or other financial instruments. As a result, the value of digital currency is determined by the value that various market participants place on the respective digital currencies through their transactions. Holders of digital currency make or lose money from buying and selling digital currency. Given that there is limited precedent regarding the classification and measurement of cryptocurrencies and other digital currencies under U. S. GAAP at the time of the transactions, the Company determined to account for these currencies as indefinite-lived intangible assets in accordance with ASC 350. In the year ended December 31, 2019, the Company entered into transactions in which it received 8.3 million GTB, valued at the time at $61.1 million. On October 29, 2019, GTB had an unexpected significant decline in quoted price, from $17.00 to $1.84. This decline continued through the three months ended December 31, 2019, and on December 31, 2019 the quoted price was $0.23. As a result of this decline in quoted price, and its inability to convert GTB into other digital currencies which were more liquid, or fiat currency, the Company performed an impairment analysis and recorded an impairment loss of $61.1 million. Refer to Note 11 for additional information. | |
Inventory | Inventory Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost generally computed on a FIFO basis. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value. The composition of inventory is as follows (in thousands) : June 30, 2022 December 31, 2021 Raw materials $ 3,555 $ 245 Work in progress 14,319 90 Finished goods 5,896 5,824 Total $ 23,770 $ 6,159 The majority of the inventory is held in US Hybrid, Solectrac and Energica entities and represents finished assemblies and sub assemblies to be used in delivering electric powertrain components and electric tractors to customers, respectively. | (j) 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 basis. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value. The majority of the inventory represents finished assemblies and sub assemblies to be used in delivering electric powertrain components and electric tractors to customers. There were no inventories as of December 31, 2020, as the inventories were acquired with the 2021 Acquisitions. The composition of inventory is as follows (in thousands): December 31, 2021 Raw materials $ 245 Work in progress 90 Finished goods 5,824 Total $ 6,159 The following table summarizes the movement in the inventory reserve (in thousands): December 31, 2021 Balance at the beginning of the year $ — Increases (856) Decreases — Balance at the end of the year $ (856) |
Long-term Investments | (j) Long-term Investments The Company accounts for equity investments through which management exercises significant influence but does not have control over the investee under the equity method. Under the equity method, the investment is initially recorded at cost and adjusted for the Company’s share of undistributed earnings or losses of the investee. The Company’s share of losses is not recognized when the investment is reduced to zero unless the Company guarantees the investees’ obligations or has committed to providing additional funding. The equity investments which are not consolidated or accounted for under the equity method are either carried at fair value or under the measurement alternative upon the adoption of the ASU No. 2016-1. The Company utilizes the measurement alternative for equity investments that do not have readily determinable fair values and measures these investments at cost less impairment plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company classifies its long-term investments as non-current assets on the consolidated balance sheets. Impairment of Investments Management periodically reviews long-term investments for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investment may not be fully recoverable. Management considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist and the fair value of the investment is below the carrying amount, an impairment loss is recorded to record the investment at fair value. The Company recorded impairment losses of $1.5 million, $0.2 million and $3.0 million in the years ended December 31, 2021, 2020 and 2019, respectively, for equity investments accounted for under the measurement alternative, and recorded impairment losses of $7.9 million, $16.7 million and $13.1 million in the years ended December 31, 2021, 2020 and 2019, respectively, for investments accounted for as equity method investments. Refer to Note 12 for additional information on impairment losses related to investments. | |
Leases | (k) Leases The Company leases certain office space and equipment from third-parties. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. For leases beginning in 2019 and later, at the inception of a contract management assesses whether the contract is, or contains, a lease. The assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the right to substantially all the economic benefit from the use of the asset throughout the period is obtained, and (3) whether the Company has the right to direct the use of the asset. At the inception of a lease, management allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from the non-lease components (e.g., common-area maintenance costs). Leases may include one or more options to renew, with renewal terms that can extend the lease term from one year or more. Renewal periods are included in the lease term only when renewal is reasonably certain, which is a high threshold and requires management to apply judgment to determine the appropriate lease term. The Company’s leases do not include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Certain lease agreements include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. All of the Company’s leases are classified as operating leases. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases and initial direct costs on our right-of-use asset and lease liability was not material. ASC 842 requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or cancellation provisions, and determining the discount rate. As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption date of ASC 842 in determining the present value of lease payments for existing leases. The Company uses information available at the lease commencement date, or in the event of leases assumed in a business combination, the acquisition date, to determine the discount rate for any new leases. In the years ended December 31, 2021 and 2020, the Company recorded impairment losses of $0.1 million and $6.3 million related to right of use assets subsequent to vacating the real estate. The Company did not record impairment losses related to right of use assets for the year ended December 31, 2019. Refer to Note 13 for additional information. | |
Product Warranties | Product Warranties The acquired EV entities’ standard product warranty terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The acquired EV entities estimate the liability for warranty claims based on standard warranties, the historical frequency of claims and the cost to replace or repair products under warranty. Factors that influence the warranty liability include the number of units sold, the length of warranty term, historical and anticipated rates of warranty claims and the cost per claim. The warranty liability as of June 30, 2022 is $0.6 million and is included in “Other long-term liabilities” within the condensed consolidated balance sheet. The warranty liability has not changed substantially subsequent to WAVE’s acquisition. | (l) Product Warranties Certain of the Company’s products are sold subject to standard product warranty terms, which generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The Company 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 December 31, 2021 is $0.5 million and is included in “Other current liabilities” within the consolidated balance sheet. The warranty liability has not changed substantially subsequent to WAVE’s acquisition. |
Convertible Promissory Notes | (m) Convertible Promissory Notes The Company accounts for its convertible notes The discounts on the convertible notes, consisting of amounts ascribed to warrants are amortized to interest expense, using the effective interest method, over the terms of the related convertible notes. Each convertible note is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible note and separate accounting treatment. The Company also analyzes the features of its convertible notes which, when triggered, mandate a downward adjustment to the instrument’s strike price (or conversion price) if equity shares are issued at a lower price (or equity-linked financial instruments are issued at a lower strike price) than the instrument’s then-current strike price. The purpose of the feature is typically to protect the instrument’s counterparty from future issuances of equity shares at a more favorable price. | |
Fair Value Measurements | (n) Fair Value Measurements U.S. GAAP requires the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The various levels of the fair value hierarchy are described as follows: ● Level 1 - Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. ● Level 2 - Quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability. ● Level 3 - Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company reviews the valuation techniques used to determine if the fair value measurements are still appropriate on an annual basis, and evaluates and adjusts the unobservable inputs used in the fair value measurements based on current market conditions and third-party information. The fair values of certain financial assets and liabilities, such as cash and cash equivalents, accounts receivable, notes receivable, accrued expenses and other current liabilities approximate carrying amounts because of the short-term nature of these instruments. Investments that are classified as available-for-sale are measured at fair value on a recurring basis. Our financial and non-financial assets and liabilities that are measured at fair value on a nonrecurring basis include goodwill and other intangible assets, asset retirement obligations, and adjustment in carrying amount of equity securities for which the measurement alternative of cost less impairment plus or minus observable price changes is used. | |
Assets and Liabilities Held for Sale | (o) Assets and Liabilities Held for Sale The Company classifies assets and liabilities (disposal group) to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the disposal groups; (2) the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group; (3) an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; (4) the sale of the disposal group is probable, and (5) transfer of the disposal group is expected to qualify as a completed sale within one year, except if events or circumstances beyond the Company’s control extend the period of time required to sell the disposal group beyond one year; (6) the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (7) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying amount or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent losses as an adjustment to the carrying amount of the disposal group. As part of this assessment, the Company also evaluates the criteria for reporting the disposal group as a discontinued operation. Factors which the Company considers includes, but is not limited to, the level of continuing involvement, if any, whether the disposal constitutes a strategic shift, and the relative magnitude of revenue, net income or loss, and total assets. | |
Foreign Currency Translation | (p) Foreign Currency Translation The Company uses the United States dollar as its reporting currency. The Company’s worldwide operations utilize the local currency or USD as the functional currency, where applicable. For certain foreign subsidiaries, USD is used as the functional currency. This occurs when the subsidiary is considered an extension of the parent. The functional currency of certain subsidiaries and VIEs located in the PRC and Hong Kong is either the RMB or HKD. In the consolidated financial statements, the financial information of the entities which use RMB and HKD as their functional currency has been translated into USD: assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at the historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of “Accumulated other comprehensive loss” in the equity section of the consolidated balance sheets. Transactions denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated in the functional currency at the applicable rates of exchange in effect at the balance sheet date. Foreign currency (gains) losses of $0.2 million, $(0.1) million, and $0.1 million were recorded in the years ended December 31, 2021, 2020, and 2019, respectively. | |
Escrow and Trust Deposits | (q) Escrow and Trust Deposits In providing escrow services, the Company holds funds for others in a fiduciary capacity, pending completion of real estate transactions. A separate, self-balancing set of accounting records is maintained to record escrow transactions. Escrow trust funds held for others are not the Company’s and, therefore, are excluded from the consolidated balance sheet, however, the Company remains contingently liable for the disposition of these deposits. Escrow trust balances at December 31, 2021 were $21.4 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. The Company follows the practice of non-recognition of costs borne by the financial institution where escrow funds are deposited. There were no escrow trust balances as of December 31, 2020 as these were acquired with the acquisition of Timios in January 2021. | |
Revenue Recognition | Revenue For product sales, the acquired EV entities consider practical and contractual limitations in determining whether there is an alternative use for the product. For example, long-term design and build contracts are typically highly customized to a customer’s specifications. For contracts with no alternative use and an enforceable right to payment for work performed to date, including a reasonable profit if the contract were terminated at the customer’s convenience for reason other than nonperformance, the acquired EV entities recognize revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, the acquired EV entities have historically used the cost-to-total cost method to recognize the revenue over the life of the contract. For contracts recognized at a point in time, the acquired EV entities recognize revenue when control passes to the customer, which is generally based on shipping terms that address when title and risk and rewards pass to the customer. However, the acquired EV entities also consider certain customer acceptance provisions as certain contracts with customers include installation, testing, certification or other acceptance provisions. In instances where contractual terms include a provision for customer acceptance, the acquired EV entities consider whether they have previously demonstrated that the product meets objective criteria specified by either the seller or customer in assessing whether control has passed to the customer. For service contracts, the acquired EV entities recognize revenue as the services are rendered if the customer is benefiting from the service as it is performed, or otherwise upon completion of the service. Separately priced extended warranties are recognized as a separate performance obligation over the warranty period. The transaction price in the acquired EV entities’ contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances, and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends, and current factors including market conditions and status of negotiations. For design and build contracts, the acquired entities may at times collect progress payments from the customer throughout the term of the contract, resulting in contract assets or liabilities depending on the timing of the payments. Contract assets consist of unbilled amounts when revenue recognized exceeds customer billings. Contract liabilities consist of advance payments and billings in excess of revenue recognized. Design and engineering costs for highly complex products to be sold under a long-term production-type contract are deferred and amortized in a manner consistent with revenue recognition of the related contract or anticipated contract. Other design and development costs are deferred only if there is a contractual guarantee for reimbursement. Costs to obtain a contract (e.g., commissions) for contracts greater than one year are deferred and amortized in a manner consistent with revenue recognition of the related contract. | (r) Revenue Recognition General The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. For most of the Company’s customer arrangements, control transfers to customers at a point in time, as that is generally when legal title, physical possession and risk and rewards of goods/services transfer to the customer. In certain arrangements, control transfers over time as the customer simultaneously receives and consumes the benefits as the Company completes the performance obligations. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on the observable prices charged to customers or adjusted market assessment or using expected cost-plus margin when one is available. Adjusted market assessment price is determined based on overall pricing objectives taking into consideration market conditions and entity specific factors. The Company performs an analysis of the relevant terms of its sales contracts, including whether or not it controls the product prior to sale, whether or not it incurs inventory risk, and other factors in order to determine if revenue should be recorded as a principal or agent. Certain customers may receive discounts or rebates, which are accounted for as variable consideration. Variable consideration is estimated based on the expected amount to be provided to customers, and initially reduces revenues recognized. The Company records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company expenses as incurred any commissions or other fees which, if capitalizable, would have an amortization period of less than one year. The Company recognizes revenue either on a Principal or Agent basis, depending on the terms of the underlying transaction, including the ability to control the product and the level of inventory risk taken. Revenues recognized in a Principal capacity are reported gross, while revenues recognized as an Agent are reported net. Substantially all of the deferred revenue as of December 31, 2019 was recognized as revenue in the year ended December 31, 2020. Title, Closing and Appraisal Revenue Premiums from title insurance policies written by independent agencies are recognized net of commission costs when the policies are reported to the Company upon the closing of a transaction 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. 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 the Company, 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. 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, the Company 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. EV and Related Revenue For product sales, the Company 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, the Company recognizes revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, revenue is determined each quarter, on the basis of accumulated project expenses in relation to estimated accumulated project expenses upon completion. For contracts recognized at a point in time, the Company 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, the Company 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, the Company considers whether it has previously demonstrated that the product meets objective criteria specified by either the seller or customer in assessing whether control has passed to the customer. For service contracts, the Company 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 the contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances, and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends, and current factors including market conditions and status of negotiations. For design and build contracts, the Company 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. 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. The Company enters into contracts with governmental agencies for services and products. These contracts are analyzed in order to determine if they should be accounted for under a revenue recognition model pursuant to ASC 606 or a grant model pursuant to ASC 958. If accounted for pursuant to a grant model, the Company must determine if the grant is conditional or unconditional, and if conditional any barriers exist which must be overcome. If unconditional, the grant is recognized as revenue immediately, and if conditional, the grant is recognized as revenue as and when the barriers are overcome. The significant barrier to the current conditional grants are that the expenses incurred must meet the qualifications as established by the respective governmental agencies, so that the grant revenue is recognized as the qualified expenses are incurred. Revenue recorded pursuant to a grant model are recorded as “Other revenue.” |
Advertising and Marketing Costs | (s) Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. Advertising and marketing costs were $2.3 million, $0.2 million and $24,394 in the years ended December 31, 2021, 2020 and 2019, respectively. | |
Research and Development Costs | (t) Research and Development Costs The Company expenses research and development costs, which may be incurred for the design, development, experimentation and testing of products related to the automotive industry. | |
Share-Based Compensation | (u) Share-Based Compensation The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments.”) Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the individual is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the effect of forfeiture as they occur. When no future services are required to be performed by the individual in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. For options with market conditions, the fair value of each award is estimated on the date of grant using a Monte-Carlo valuation model and the fair value of each option recognized as compensation expense over the derived service period. For options with performance conditions, the fair value of each award is estimated on the date of grant using the Black-Scholes Merton valuation model and the fair value of each option recognized as compensation expense over the implicit service period. When using the Black-Scholes model to determine the fair value of the awards granted, management noted it could not rely on its historical exercise data to develop an accurate expected term as the Company has made significant structural changes in its business via multiple acquisitions and divestures over the last few years. Thus, the Management deemed the Company’s use of the “simplified” method to develop the estimate of the expected term for the stock options to be appropriate. The simplified method uses the mid-point between the vesting period and the contractual term for each grant as the expected term. | |
Income Taxes | (v) Income Taxes The Company accounts for income taxes in accordance with the asset and liability method. Deferred taxes are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established, as needed, to reduce the amount of deferred tax assets if it is considered more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of uncertain income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50.0% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company’s policy is to record interest and penalties related to income taxes as a component of income tax expense. There were no material interest or penalties for the years ended December 31, 2021, 2020 and 2019, respectively. On December 22, 2017, the TCJA was signed into law, which among other effects, reduces the U.S. federal CIT rate to 21.0% from 34.0% (or 35.0% in certain cases) beginning in 2019, and requires companies to pay a one-time transition tax on certain unrepatriated earnings from non-U.S. subsidiaries that is payable over eight years. No tax was due under this provision. The TCJA also makes the receipt of future non-U.S. sourced income of non-U.S. subsidiaries tax-free to U.S. companies and creates a new minimum tax on the earnings of non-U.S. subsidiaries relating to the parent’s deductions for payments to the subsidiaries. | |
Net Loss Per Share Attributable to Ideanomics Shareholders | (w) Net Loss Per Share Attributable to Ideanomics Shareholders Net loss per share attributable to our shareholders is computed in accordance with ASC 260. The two-class method is used for computing earnings per share. Under the two-class method, net income is allocated between common shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s convertible redeemable preferred shares are participating securities because the holders are entitled to receive dividends or distributions on an as converted basis. For the years presented herein, the computation of basic loss per share using the two-class method is not applicable as the Company is in a net loss position and net loss is not allocated to other participating securities, since these securities are not obligated to share the losses in accordance with the contractual terms. Basic net loss per share is computed by dividing net loss attributable to Ideanomics common shareholders by the weighted average number of common shares outstanding during the period. Options and warrants are not considered outstanding in computation of basic earnings per share. Diluted net loss per share is computed by dividing net loss attributable to Ideanomics common shareholders by the weighted-average number of common shares and potential common shares outstanding during the period under the treasury stock method. Potential common shares include options and warrants to purchase common shares, preferred shares and convertible promissory notes, unless they were anti-dilutive. The computation of diluted net loss per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect (i.e. an increase in earnings per share amounts or a decrease in loss per share amounts) on net loss per share. | |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, which simplifies the accounting for income taxes by removing certain exceptions currently provided for in ASC 740 and by amending certain other requirements of ASC 740. The Company adopted ASU 2019-12 effective January 1, 2021. The effect of the adoption of ASU 2019-12 was not material. In August 2020, the FASB issued ASU No. 2020-06, which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting, and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Company adopted ASU 2020-06 effective January 1, 2021. As the Company had no outstanding convertible instruments as of that date, the adoption of ASU 2020-06 had no effect. In May 2021, the FASB issued ASU No. 2021-04, which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The Company adopted ASU 2021-04 on January 1, 2022. The Company has no freestanding equity-classified written call options. The effect will largely depend on the terms of written call options or financings issued or modified in the future. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2019, the FASB issued ASU 2019-10, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting company on the date the ASU was issued. The Company will adopt ASU 2016-13 effective January 1, 2023. Management is currently evaluating the effect of the adoption of ASU 2016-13 on the consolidated financial statements. The effect will largely depend on the composition and credit quality of our investment portfolio and the economic conditions at the time of adoption. In October 2021, the FASB issued ASU No. 2021-08, which will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements and the effects will be based upon the contract assets and liabilities acquired in the future. | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 which requires lessees to recognize a right-of-use asset and lease liability for all leases. Recognition, measurement and presentation of expenses depends on classification as a finance or operating lease . The lease liability was based on the present value of the remaining minimum lease payments, determined under ASC 842, discounted using the Company’s incremental borrowing rate at the effective date of January 1, 2019, using the original lease term as the tenor. As permitted under the transition guidance, the Company elected the package of practical expedients that permitted the Company to not reassess (1) whether a contract is or contains a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. The application of the practical expedients did not have a significant impact on the measurement of the operating lease liability. The adoption of ASU 2016-02 resulted in the recording of operating right-of-use assets and the related lease liabilities of $3.6 million and $3.7 million, respectively, as of January 1, 2019. The difference between the additional right-of-use assets and lease liabilities was immaterial. The adoption of ASU 2016-02 did not materially impact the consolidated statement of operations and had no impact on the consolidated statement of cash flows. Refer to Note 13 for additional information. In July 2017, the FASB issued ASU No. 2017-11, which applies to issuers of financial instruments with down round features. A down round feature is a term in an equity-linked financial instrument (i.e. a freestanding warrant contract or an equity conversion feature embedded within a host debt or equity contract) that triggers a downward adjustment to the instrument’s strike price (or conversion price) if equity shares are issued at a lower price (or equity-linked financial instruments are issued at a lower strike price) than the instrument’s then-current strike price. The purpose of the feature is typically to protect the instrument’s counterparty from future issuances of equity shares at a more favorable price. ASU 2017-11 amends (1) the classification of such instruments as liabilities or equity by revising the certain guidance relative to evaluating if they must be accounted for as derivative instruments, and (2) the guidance on recognition and measurement of freestanding equity-classified instruments. The Company adopted ASU 2017-11 as of January 1, 2019 on a prospective basis. Refer to Note 15 for additional information. In June 2018, the FASB issued ASU No. 2018-07, which largely aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees. ASU 2018-07 also clarifies that any share-based payment issued to a customer should be evaluated under ASC 606. The Company adopted ASU 2018-07 as of January 1, 2019 on a modified retrospective basis. There was no impact to the consolidated financial statements because the Company did not have material payments in the year ended December 31, 2019. In December 2019, the FASB issued ASU No. 2019-12, which simplifies the accounting for income taxes by removing certain exceptions currently provided for in ASC 740 and by amending certain other requirements of ASC 740. The Company adopted ASU 2019-12 effective January 1, 2021. The effect of the adoption of ASU 2019-12 was not material. In August 2020, the FASB issued ASU No. 2020-06, which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting, and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Company adopted ASU 2020-06 effective January 1, 2021. As the Company had no outstanding convertible instruments as of that date, the adoption of ASU 2020-06 had no effect. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2019, the FASB issued ASU 2019-10, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting company on the date the ASU was issued. The Company will adopt ASU 2016-13 effective January 1, 2023. Management is currently evaluating the effect of the adoption of ASU 2016-13 on the consolidated financial statements. The effect will largely depend on the composition and credit quality of our investment portfolio and the economic conditions at the time of adoption. In May 2021, the FASB issued ASU No. 2021-04, which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The Company will adopt ASU 2021-04 on January 1, 2022. The Company has no freestanding equity-classified written call options. The effect will largely depend on the terms of written call options or financings issued or modified in the future. In October 2021, the FASB issued ASU No. 2021-08, which will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements and the effects will be based upon the contract assets and liabilities acquired in the future. |
Immaterial Corrections of Pri_2
Immaterial Corrections of Prior Period Financial Statements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | ||
Schedule of error corrections and prior period adjustments | The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2021 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Revenue – sales of products $ 7,410 $ (453) $ 6,957 Total revenue 30,847 (719) 30,128 Cost of revenue – sales of products 6,591 (531) 6,060 Cost of revenue – sales of services 14,954 (291) 14,663 Total cost of revenue 21,545 (449) 21,096 Gross profit 9,302 (270) 9,032 Selling, general and administrative 20,361 (581) 19,780 Depreciation and amortization 1,635 (194) 1,441 Total operating expenses 19,830 (775) 19,055 Loss from operations (10,528) 505 (10,023) Loss before income taxes and non-controlling interest (8,573) 505 (8,068) Income tax benefit 1,570 112 1,682 Net loss (7,465) 618 (6,847) Net loss attributable to common shareholders (7,465) 618 (6,847) Net loss attributable to non-controlling interest 203 (51) 152 Net loss attributable to Ideanomics common shareholders (7,262) 567 (6,695) Foreign currency translation adjustments (41) 1 (40) Comprehensive loss $ (7,526) $ 619 $ (6,907) Comprehensive loss attributable to non-controlling interest 210 (52) 158 Comprehensive loss attributable to Ideanomics, Inc. shareholders $ (7,316) $ 567 $ (6,749) There was no change in earnings per share – basic and diluted from the immaterial error corrections. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2021 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Revenue – sales of products $ 11,957 $ (485) $ 11,472 Total revenue 60,785 (719) 60,066 Cost of revenue – sales of products 10,945 (433) 10,512 Cost of revenue – sales of services 29,697 (420) 29,277 Total cost of revenue 40,642 (320) 40,322 Gross profit 20,143 (399) 19,744 Selling, general and administrative 37,380 (711) 36,669 Depreciation and amortization 2,763 6 2,769 Total operating expenses 43,481 (705) 42,776 Loss from operations (23,338) 306 (23,032) Loss on disposal of subsidiaries (1,446) 182 (1,264) Other income, net 681 (182) 499 Loss before income taxes and non-controlling interest (22,168) 306 (21,862) Income tax benefit 8,824 203 9,027 Equity in loss of equity method investees (698) 83 (615) Net loss (14,042) 592 (13,450) Net loss attributable to common shareholders (14,042) 592 (13,450) Net loss attributable to non-controlling interest 367 (95) 272 Net loss attributable to Ideanomics common shareholders (13,675) 497 (13,178) Foreign currency translation adjustments (901) 168 (733) Comprehensive loss (14,963) 760 (14,203) Comprehensive loss attributable to non-controlling interest 763 (172) 591 Comprehensive loss attributable to Ideanomics, Inc. shareholders $ (14,200) $ 588 $ (13,612) There was no change in earnings per share – basic and diluted from the immaterial error corrections. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statement of cash flows for the six months ended June 30, 2021 (in thousands): Previously Reported Adjustment As Revised Cash flows from operating activities Net loss $ (14,042) $ 592 $ (13,450) Depreciation and amortization 2,763 6 2,769 Income tax benefit (9,190) (203) (9,393) Equity in losses of equity method investees 698 (83) 615 Accounts receivable 5,503 (535) 4,968 Inventory 379 (876) (497) Prepaid expenses and other assets (7,711) 296 (7,415) Accrued expenses, salary and other current liabilities $ 8,975 $ 801 $ 9,776 | The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated balance sheet as of December 31, 2020 (in thousands): Previously Reported Adjustments As Revised Assets Goodwill $ 1,165 $ (460) $ 705 Operating lease right of use assets 7,117 (6,962) 155 Long-term investments 8,570 (83) 8,487 Other non-current assets 517 6,961 7,478 Total assets 234,412 (543) 233,869 Liabilities Other current liabilities 1,920 315 2,235 Current portion of operating lease liabilities 430 (315) 115 Operating lease liability – long term 6,759 (6,740) 19 Deferred tax liabilities — 5,045 5,045 Other long-term liabilities 535 6,740 7,275 Total liabilities 32,643 5,045 37,688 Stockholders’ Equity Accumulated deficit (346,883) (2,864) (349,747) Accumulated other comprehensive income 1,256 (25) 1,231 Total Ideanomics, Inc. shareholders’ equity 186,584 (2,889) 183,695 Non-controlling interest 6,438 (2,699) 3,739 Total equity 193,022 (5,588) 187,434 Total liabilities, convertible redeemable preferred stock. redeemable non-controlling interest and stockholders’ equity $ 234,412 $ (543) $ 233,869 The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated statement of operations for the year ended December 31, 2020 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Goodwill impairment $ 9,323 $ 8,766 $ 18,089 Loss from operations (86,879) (8,765) (95,644) Income tax benefit — 3,308 3,308 Impairment of and equity in loss of equity method investees (16,698) (82) (16,780) Net loss (106,043) (5,538) (111,581) Net loss attributable to Ideanomics, Inc. common shareholders (98,400) (2,864) (101,264) Basic and diluted loss per share $ (0.46) $ (0.01) $ (0.47) The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated statement of comprehensive loss for the year ended December 31, 2020 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Net loss $ (106,043) $ (5,538) $ (111,581) Foreign currency translation adjustments 3,208 (50) 3,158 Comprehensive loss (102,835) (5,588) (108,423) Comprehensive loss attributable to non-controlling interest 6,539 2,699 9,238 Comprehensive loss attributable to Ideanomics, Inc. shareholders $ (96,480) $ (2,889) $ (99,369) In addition, certain additional temporary differences between financial statement amounts and tax amounts at December 31, 2020, relating to the PRC companies were identified after issuance of the financial statements. These resulted in the recognition of $0.3 million additional deferred tax assets, offset by $5,000 additional deferred tax liabilities and $0.3 million additional valuation allowance with no effect on the balance sheet or income statement. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated statement of cash flows for the year ended December 31, 2020 (in thousands): Previously Reported Adjustment As Revised Cash flows from operating activities Net loss $ (106,043) $ (5,538) $ (111,581) Income tax benefit — (3,308) (3,308) Impairment of and equity in loss of equity method investees $ 16,698 $ 82 $ 16,780 Impairment losses 42,554 8,765 51,319 Net cash used in operating activities $ 41,468 $ — $ 41,468 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Composition of inventory | The composition of inventory is as follows (in thousands) : June 30, 2022 December 31, 2021 Raw materials $ 3,555 $ 245 Work in progress 14,319 90 Finished goods 5,896 5,824 Total $ 23,770 $ 6,159 | The composition of inventory is as follows (in thousands): December 31, 2021 Raw materials $ 245 Work in progress 90 Finished goods 5,824 Total $ 6,159 |
Summary of inventory reserve | The following table summarizes the movement in the inventory reserve (in thousands): December 31, 2021 Balance at the beginning of the year $ — Increases (856) Decreases — Balance at the end of the year $ (856) |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of revenues disaggregated by revenue source, geography and timing of revenue recognition | The following table summarizes the Company’s revenues disaggregated by revenue source, geography (based on the Company’s business locations,) and timing of revenue recognition (in thousands): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 As restated As restated Geographic Markets Malaysia $ 33 $ 40 $ 50 $ 47 USA 14,372 25,014 26,132 51,889 PRC 15,647 5,074 28,882 8,130 Italy 4,150 — 4,529 — Total $ 34,202 $ 30,128 $ 59,593 $ 60,066 Product or Service Electric vehicles products $ 23,577 $ 5,274 $ 38,200 8,304 Electric vehicles services 74 75 157 108 Charging, batteries and powertrain products 956 1,683 1,210 3,168 Charging, batteries and powertrain services 338 617 790 756 Title and escrow services 9,171 22,069 19,096 46,909 Digital advertising services and other — 34 — 231 Fund raising services 7 — 7 — Other revenue 79 376 133 590 Total $ 34,202 $ 30,128 $ 59,593 $ 60,066 Timing of Revenue Recognition Products and services transferred at a point in time $ 33,783 $ 29,059 $ 58,639 $ 58,611 Services provided over time 419 1,069 954 1,455 Total $ 34,202 $ 30,128 $ 59,593 $ 60,066 | 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): Year Ended December 31, December 31, December 31, 2021 2020 2019 Geographic Markets Malaysia $ 65 $ 83 $ — USA 84,303 1,631 41,873 PRC 29,712 25,045 2,693 Total $ 114,080 $ 26,759 $ 44,566 Product or Service Digital asset management services $ — $ — $ 40,700 Digital advertising services and other 231 1,631 1,173 Title and escrow services 72,686 — — Electric vehicle products 31,123 19,462 — Electric vehicle services 204 — 2,693 Combustion engine vehicles — 5,160 — Charging, battery and powertrain products 5,886 506 — Charging, battery and powertrain services 2,645 — — Other revenue 1,305 — — Total $ 114,080 $ 26,759 $ 44,566 Timing of Revenue Recognition Products and services transferred at a point in time $ 110,079 $ 26,729 $ 3,866 Products and services provided over time 4,001 30 40,700 Total $ 114,080 $ 26,759 $ 44,566 |
Schedule of client receivables, contract liabilities and contract assets from contracts with customers | The following table provides information about client receivables, contract liabilities and contract assets from contracts with customers: Year ended December 31, 2021 December 31, 2020 Balances from contracts with customers: Accounts receivable $ 3,338 $ 7,400 Deferred revenue 5,392 1,129 Contract assets 2,772 — |
Available-for-Sale Securities (
Available-for-Sale Securities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Schedule of available-for-sale securities | The following table provides certain information related to available-for-sale debt securities (in thousands): As of June 30, 2022 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value Available-for-sale securities: SILK EV Note (a) $ 15,000 $ 902 $ 4 $ (20) $ (15,886) $ — Equity and debt securities (b) 3,791 — — (479) — 3,312 Total available-for-sale securities $ 18,791 $ 902 $ 4 $ (499) $ (15,886) $ 3,312 (a) Silk EV Convertible Promissory Note 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 principal amount of the convertible promissory note is $15.0 million, is unsecured, bears interest at an annual rate of 6.0%, and the scheduled maturity date was January 28, 2022. Upon a qualified equity financing, as defined, the outstanding principal and accrued interest 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 convertible promissory note contains certain customary events of default and other rights and obligations of the parties. SILK EV did not remit payment of principal and interest on the scheduled maturity date of January 28, 2022, and the Company has sent a notice of default. The Company determined that the Silk EV note was fully impaired and recorded an impairment loss of $15.8 million recorded in “Asset impairment” in the year ended December 31, 2021. (b) Equity and Debt Securities As of March 31, 2022 the fair value of debt and equity securities was $3.3 million. The equity and debt securities are were classified as a Level 1 financial instrument. | The following table provides certain information related to available-for-sale debt securities (in thousands): As of December 31, 2021 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value Silk EV Note $ 15,000 $ 833 $ 4 $ (20) $ (15,817) $ — Total available-for-sale securities $ 15,000 $ 833 $ 4 $ (20) $ (15,817) $ — |
Notes Receivable (Tables)
Notes Receivable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Information related to notes receivable | The following table summarizes the Company’s accounts receivable (in thousands): June 30, December 31, 2022 2021 Accounts receivable $ 8,192 $ 4,945 Less: allowance for doubtful accounts (1,535) (1,607) Accounts receivable, net $ 6,657 $ 3,338 | The following table provides certain information related to notes receivable consists of the following (in thousands): As of December 31, 2021 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value VIA Note (a) $ 42,500 $ 578 $ — $ — $ — $ 43,078 Inobat Note (b) 11,819 10 — — — 11,829 Total notes receivable $ 54,319 $ 588 $ — $ — $ — $ 54,907 (a) VIA Convertible Promissory Note On August 30, 2021, the Company invested $42.5 million in VIA, in the form of a convertible promissory note. VIA is a leading electric commercial vehicle company with proven advanced electric drive technology, delivering sustainable mobility solutions for a more livable world. VIA designs, manufactures and markets electric commercial vehicles, with superior life-cycle economics, for use across a broad cross-section of the global fleet customer base. The principal amount of the convertible promissory note is $42.5 million, is unsecured, bears interest at an annual rate of 4.0%, and the scheduled maturity date is the earlier of the closing date of the acquisition or one year after the agreement is terminated according to its terms. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The company expects to convert this promissory note in conjunction with the closing of the acquisition of VIA. Management assessed the probability of closing the acquisition in determining the recoverability of the promissory note. The fair value of the VIA convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of the consummation of the acquisition and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2021 Probability 90 % Yield rate 4.0 % (b) Inobat Convertible Promissory Note On December 24, 2021, the Company invested €10.0 million ($11.4 million) in Inobat via a convertible promissory note, that is due December 24, 2022. Inobat specializes in the research, development, manufacture, and provision of innovative electric batteries custom-designed to meet the specific requirements of global mainstream and specialist OEMs within the automotive, commercial vehicle, motorsport, and aerospace sectors. Inobat is a European based battery manufacturer, that has a battery research and development facility and pilot line under development in Slovakia. The principal amount of the convertible promissory note is €10.0 million ($11.4 million) is unsecured, bears interest at an annual rate of 8.0%, and the scheduled maturity date is December 28, 2022. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The fair value of the Inobat convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of a qualified financing and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2021 Probability 50 % Yield rate 17.5 % The following table summarizes the Company’s accounts receivable (in thousands): December 31, December 31, 2021 2020 Accounts receivable, gross $ 4,945 $ 8,619 Less: allowance for doubtful accounts (1,607) (1,219) Accounts receivable, net $ 3,338 $ 7,400 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Schedule of assets acquired and liabilities assumed | (Dollars in thousands) Cash paid at closing, including working capital estimates $ 58,140 Fair value of previously held interest 22,183 Fair value of non-controlling interest 24,778 Purchase price $ 105,101 Allocated to: Current assets $ 19,708 Property and equipment, net 1,927 Intangible assets –Customer relationships 14,226 Intangible assets – Development technology 18,603 Intangible assets – Trademark and trade name 14,496 Goodwill 58,643 Other assets 2,775 Current liabilities (16,894) Other liabilities (8,383) Fair value of assets acquired, less liabilities assumed $ 105,101 The table below reflects the Company’s final purchase price allocations of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands): Solectrac US Hybrid Timios WAVE Purchase Price Cash paid at closing, including working capital estimates $ 18,025 $ 30,139 $ 46,576 $ 15,000 Fair value of previously held interest 5,287 — Fair value of common stock — 20,877 — 28,616 Fair value of contingent consideration 1,640 — — 11,418 Total purchase consideration $ 24,952 $ 51,016 $ 46,576 $ 55,034 Purchase Price Allocation Assets acquired Current assets 2,700 3,793 7,292 2,820 Property, plant and equipment 30 5 429 — Other assets 45 52 48 — Intangible assets – tradename 4,210 1,740 8,426 12,630 Intangible assets – lender relationships — — 16,600 — Intangible assets - technology 2,350 5,110 Intangible assets – patents — — — 13,000 Intangible assets - non-compete — 520 — — Intangible assets – licenses — — 1,000 — Indefinite lived title plant — — 500 — Goodwill 17,714 42,218 21,824 35,689 Total assets acquired 27,049 53,438 56,119 64,139 Liabilities assumed: Current liabilities (509) (1,602) (4,306) (4,578) Deferred tax liability (1,588) (820) (5,237) (4,527) Total liabilities assumed (2,097) (2,422) (9,543) (9,105) Net assets acquired $ 24,952 $ 51,016 $ 46,576 $ 55,034 | The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands): Solectrac US Hybrid Timios WAVE Purchase Price Cash paid at closing, including working capital estimates $ 18,025 $ 30,139 $ 46,576 $ 15,000 Fair value of previously held interest 5,287 — Fair value of common stock — 20,877 — 28,616 Fair value of contingent consideration 1,640 — — 11,418 Total purchase consideration 24,952 51,016 46,576 55,034 Purchase Price Allocation Assets acquired Current assets 2,700 3,793 7,292 2,820 Property, plant and equipment 30 5 429 — Other assets 45 52 48 — Intangible assets – tradename 4,210 1,740 8,426 12,630 Intangible assets – lender relationships — — 16,600 — Intangible assets - technology 2,350 5,110 Intangible assets – patents — — — 13,000 Intangible assets - non-compete — 520 — — Intangible assets – licenses — — 1,000 — Indefinite lived title plant — — 500 — Goodwill 17,714 42,218 21,824 35,689 Total assets acquired 27,049 53,438 56,119 64,139 Liabilities assumed: Current liabilities (509) (1,602) (4,306) (4,578) Deferred tax liability (1,588) (820) (5,237) (4,527) Total liabilities assumed (2,097) (2,422) (9,543) (9,105) Net assets acquired $ 24,952 $ 51,016 $ 46,576 $ 55,034 The useful lives of the intangible assets acquired is as follows: Solectrac US Hybrid Timios WAVE Intangible assets – tradename 6 7 15 15 Intangible assets – lender relationships — — 7 — Intangible assets – technology 10 13 — — Intangible assets – patents — — — 14 Intangible assets - non-compete — 5 — — Intangible assets – licenses — — 15 — Weighted average useful life 7.4 11 10 14.5 The following table summarizes the acquisition-date fair value of assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in Tree Technologies recognized. The Company has completed the fair value analysis of the assets acquired, liabilities assumed, the noncontrolling interest, and the contingent consideration, and therefore the adjustments are incorporated in the table below (in thousands): Land use rights $ 27,140 Accounts payable (743) Noncontrolling interest (15,452) Goodwill 468 Marketing and distribution agreement 12,590 Total $ 24,003 The following table summarizes the acquisition-date fair value of assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in DBOT recognized (in thousands): Cash $ 247 Other financial assets 1,686 Financial liabilities (4,411) Noncontrolling interest (105) Goodwill 9,324 Intangible asset – continuing membership agreement 8,255 Intangible asset – customer list 59 Total $ 15,055 |
Schedule of amortization expense | The estimated amortization expense related to these intangible assets for each of the years subsequent to June 30, 2022 is as follows (amounts in thousands): 2022 remaining $ 1,847 2023 3,694 2024 3,694 2025 3,694 2026 3,694 2027 and beyond 26,954 Total $ 43,577 The estimated amortization expense adjusted for the impairment related to the remaining intangible assets for each of the years subsequent to June 30, 2022 is as follows (amounts in thousands): 2022 remaining $ 466 2023 932 2024 933 2025 933 2026 933 2026 and beyond 5,296 Total $ 9,493 The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be Years ending June 30, recognized (excluding the three months ended March 31, 2022) $ 3,180 2023 6,347 2024 6,202 2025 5,500 2026 5,546 2026 and thereafter 57,067 Total $ 83,842 | Excluding the impact of any impairments, the estimated amortization expense related to these intangible assets for each of the years subsequent to December 31, 2021 is as follows (amounts in thousands): 2022 remaining $ 6,511 2023 6,511 2024 6,511 2025 6,511 2026 6,511 2027 and beyond 27,473 Total $ 60,028 The following table summarizes future expected amortization expense (in thousands): Amortization to be Years ending December 31, recognized 2022 $ 4,199 2023 4,183 2024 3,918 2025 3,454 2026 3,404 2027 and thereafter 22,857 Total $ 42,015 |
Summary of supplemental information on an unaudited pro forma basis | Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (Amounts in thousands, except per share and share data) Total revenue $ 34,202 $ 31,853 $ 59,593 $ 66,289 Net loss attributable to IDEX common shareholders (36,565) (8,135) (66,706) (20,145) Earnings (loss) per share Basic and Diluted $ (0.07) $ (0.02) $ (0.13) $ (0.05) Weighted average shares outstanding Basic and Diluted 497,792,525 438,269,237 497,577,331 418,089,587 | Year Ended December December 31, 2021 31, 2020 (Amounts in thousands, except per share and share data) Total revenue $ 117,617 $ 114,588 Net loss attributable to IDEX common shareholders (257,281) (94,097) Earnings (loss) per share Basic and Diluted $ (0.57) $ (0.40) Weighted average shares outstanding Basic and Diluted 447,829,204 232,707,448 The following table summarizes supplemental information on an unaudited pro forma basis, as if the acquisition had been consummated as of January 1, 2019 (in thousands): December 31, 2019 Revenue $ 44,675 Net loss attributable to IDEX common shareholders $ (99,417) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Schedule of accounts receivable | The following table summarizes the Company’s accounts receivable (in thousands): June 30, December 31, 2022 2021 Accounts receivable $ 8,192 $ 4,945 Less: allowance for doubtful accounts (1,535) (1,607) Accounts receivable, net $ 6,657 $ 3,338 | The following table provides certain information related to notes receivable consists of the following (in thousands): As of December 31, 2021 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value VIA Note (a) $ 42,500 $ 578 $ — $ — $ — $ 43,078 Inobat Note (b) 11,819 10 — — — 11,829 Total notes receivable $ 54,319 $ 588 $ — $ — $ — $ 54,907 (a) VIA Convertible Promissory Note On August 30, 2021, the Company invested $42.5 million in VIA, in the form of a convertible promissory note. VIA is a leading electric commercial vehicle company with proven advanced electric drive technology, delivering sustainable mobility solutions for a more livable world. VIA designs, manufactures and markets electric commercial vehicles, with superior life-cycle economics, for use across a broad cross-section of the global fleet customer base. The principal amount of the convertible promissory note is $42.5 million, is unsecured, bears interest at an annual rate of 4.0%, and the scheduled maturity date is the earlier of the closing date of the acquisition or one year after the agreement is terminated according to its terms. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The company expects to convert this promissory note in conjunction with the closing of the acquisition of VIA. Management assessed the probability of closing the acquisition in determining the recoverability of the promissory note. The fair value of the VIA convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of the consummation of the acquisition and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2021 Probability 90 % Yield rate 4.0 % (b) Inobat Convertible Promissory Note On December 24, 2021, the Company invested €10.0 million ($11.4 million) in Inobat via a convertible promissory note, that is due December 24, 2022. Inobat specializes in the research, development, manufacture, and provision of innovative electric batteries custom-designed to meet the specific requirements of global mainstream and specialist OEMs within the automotive, commercial vehicle, motorsport, and aerospace sectors. Inobat is a European based battery manufacturer, that has a battery research and development facility and pilot line under development in Slovakia. The principal amount of the convertible promissory note is €10.0 million ($11.4 million) is unsecured, bears interest at an annual rate of 8.0%, and the scheduled maturity date is December 28, 2022. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The fair value of the Inobat convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of a qualified financing and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2021 Probability 50 % Yield rate 17.5 % The following table summarizes the Company’s accounts receivable (in thousands): December 31, December 31, 2021 2020 Accounts receivable, gross $ 4,945 $ 8,619 Less: allowance for doubtful accounts (1,607) (1,219) Accounts receivable, net $ 3,338 $ 7,400 |
Schedule of movement of the allowance for doubtful accounts | The following table summarizes the movement of the allowance for doubtful accounts (in thousands): June 30, December 31, 2022 2021 Balance at the beginning of the period $ (1,607) $ (1,219) Increase in the allowance for doubtful accounts — (350) Effect of change in foreign currency exchange rates $ 72 $ (38) Balance at the end of the period $ (1,535) $ (1,607) | The following table summarizes the movement of the allowance for doubtful accounts (in thousands): December 31, December 31, December 31, 2021 2020 2019 Balance at the beginning of the year $ (1,219) $ — $ — Increase in the allowance for doubtful accounts (350) (1,219) — Effect of change in foreign currency exchange rates (38) — — Balance at the end of the year $ (1,607) $ (1,219) $ — |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment | The following table summarizes the Company’s property and equipment (in thousands): June 30, December 31, 2022 2021 Furniture and office equipment $ 2,426 $ 1,432 Vehicle 994 900 Leasehold improvements 3,105 581 Machinery and equipment 2,742 825 Total property and equipment 9,267 3,738 Less: accumulated depreciation (949) (833) Property and equipment, net $ 8,318 $ 2,905 | The following table summarizes the Company’s property and equipment (in thousands): December 31, December 31, 2021 2020 Furniture and office equipment $ 1,432 $ 315 Vehicles 900 229 Leasehold improvements 581 246 Shop equipment 825 — Total property and equipment 3,738 790 Less: accumulated depreciation (833) (460) Property and equipment, net $ 2,905 $ 330 Fintech Village Land $ — $ 2,750 Retirement asset costs - environmental remediation — 4,500 Fintech Village $ — $ 7,250 |
Schedule of asset retirement obligation | The following table summarizes the activity in the asset retirement obligation for the year ended December 31, 2021, and 2020 (in thousands): January 1, Liabilities Remediation Accretion December 31, 2021 Incurred Performed Expense Derecognition 2021 Asset retirement obligation $ 4,653 $ — $ — $ — $ (4,653) $ — January 1, Liabilities Remediation Accretion December 31, 2020 Incurred Performed Expense Derecognition 2020 Asset retirement obligation $ 5,094 $ — $ (441) $ — $ — $ 4,653 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of changes in carrying amount of goodwill | The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2021, 2020 and 2019 (in thousands): Balance as of Balance of January 1, 2019 $ 705 Acquisitions 30,949 Balance as of January 1, 2020 31,654 Measurement period adjustments (12,848) Effect of change in foreign currency exchange rates (12) Impairment loss (a) (18,089) Balance as of January 1, 2021 705 Measurement period adjustments 186 Impairment (b,c,d,f) (101,470) Acquisitions 117,445 Effect of change in foreign currency exchange rates (1) Disposal of Grapevine (e) (704) Balance as of December 31, 2021 $ 16,161 (a) Throughout 2020, the Company pursued its initial business goals for DBOT involving the sale of digital securities and brokering commodity products, more specifically investigating applications to new and underserved markets, or targeting of specific transactions, such as the origination of foreign securities, the formation of an investment vehicle with a third-party, or the securitization of digital assets. These efforts did not come to fruition, and the Company concluded sufficient impairment indicators existed to evaluate the fair value of DBOT’s intangible assets. As part of this fair value analysis, the Company determined that the goodwill associated with the DBOT acquisition was fully impaired and recorded an impairment loss of $9.3 million. Refer to Note 11 for information regarding the impairment of the continuing membership agreement and customer list. The Company acquired Tree Technologies in December, 2019 and determined that there were immaterial errors in the initial accounting for the acquisition. A deferred tax liability should have been recorded in connection with the acquisition, with a corresponding amount of goodwill of $8.3 million. Tree Technologies business objectives developed more slowly than originally projected, due to a revaluation of the market opportunity, both in the context of the time and amount of investment required to achieve the originally projected results, and further complicated by various factors, including COVID-19, the temporary closures of businesses in the area, which resulted in the lack of demand for motorbikes, rolling business and government shutdowns, and supply chain constraints. The Company determined that sufficient impairment indicators existed and decided to perform a quantitative impairment analysis in the three months ended December 31, 2020. Under the income approach, the Company estimated the fair value of Tree Technologies based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company utilized cash flow projections based on information known and knowable at that time, and included management’s estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the then current macroeconomic industry and market conditions. The Company based the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to Tree Technologies’ ability to execute on its business plan. (b) On July 26, 2021, Timios experienced a systems outage that was caused by a cybersecurity incident, which caused disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings. This resulted in an adverse impact on Timios’ revenues in that one significant customer was lost and other customers have reduced their volume. The Company determined that an indicator of potential impairment existed and decided to perform an interim quantitative tangible and intangible asset and goodwill impairment tests for its Timios reporting unit. Based on the results of this interim quantitative impairment test, the fair value of the Timios reporting unit was below the carrying value of its net assets. The decline in the fair value of the Timios reporting unit resulted from the cybersecurity event described above, which lowered the projected revenue and profitability levels of the reporting unit. The fair value of the Timios reporting unit was based on the income approach. Under the income approach, the Company estimated the fair value of the reporting unit based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management’s estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. The Company based the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the Timios’ ability to execute on the projected cash flows. The fair value of Timios’ reporting unit is based on management’s best estimates, and should actual results differ from those estimates, future impairment charges may be required in future periods. The quantitative analysis indicated that the carrying amount of the Timios reporting unit exceeded its fair value by $19.5 million. As a result, the Company recorded a goodwill impairment charge of $5.6 million, and impairment charges related to the Timios tradename and lender relationships of $0.7 million and $13.2 million, respectively, in the three months ended September 30, 2021. (c) For the year ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on WAVE’s business forecasts. The projections have negatively impacted WAVE’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $35.7 million for the year ended December 31, 2021. (d) For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on US Hybrid’s business forecasts. The projections have negatively impacted US Hybrid’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $42.2 million for the year ended December 31, 2021. (e) During the three months ended June 30, 2021, the Company completed the sale of Grapevine. Refer to Note 8 for additional information. (f) For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on Solectrac’s business forecasts. The projections have negatively impacted Solectrac’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $17.7 million for the year ended December 31, 2021. | |
Schedule of amortizing and indefinite lived intangible assets | The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): June 30, 2022 December 31, 2021 Weighted Average Remaining Gross Gross Useful Life Carrying Accumulated Impairment Net Carrying Accumulated Impairment Net (in years) Amount Amortization Loss Balance Amount Amortization Loss Balance Amortizing Intangible Assets Continuing membership agreement (a) 17 $ 1,179 $ (665) $ — $ 514 $ 1,179 $ (649) $ — $ 530 Patents, trademarks and brands (d,f,h,i) 38.2 22,509 (1,050) (1,132) 20,327 39,820 (2,715) (30,492) 6,613 Customer relationships 14.2 13,558 (339) — 13,219 — Land use rights (c) 96.5 25,672 (519) — 25,153 27,102 (411) — 26,691 Licenses (d) 13.5 1,000 (99) — 901 1,000 (65) — 935 Lender relationships (d) 5.5 16,600 (1,836) (12,551) 2,213 16,600 (1,638) (12,550) 2,412 Internally developed software (e) 2.1 765 (149) — 616 452 (76) — 376 Software (h,j) 11.7 4,491 (736) — 3,755 4,492 (178) — 4,314 Non-compete (i) 0 — — — — 520 (57) (463) — Technology (h,i) 7.7 17,730 (692) — 17,038 7,460 (347) (7,113) — Assembled workforce 1.4 150 (44) — 106 150 (6) — 144 Total 103,654 (6,129) (13,683) 83,842 98,775 (6,142) (50,618) 42,015 Indefinite lived intangible assets Timios Title plant (d) 500 — — 500 500 — — 500 Website name 25 — — 25 25 — — 25 Title License 6 — (6) — 6 — — 6 Patent — — — — — — — — Total $ 104,185 $ (6,129) $ (13,689) $ 84,367 $ 99,306 $ (6,142) $ (50,618) $ 42,546 (a) During the three months ended September 30, 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 mentioned above, 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. The Company also recorded an impairment loss of $30,000 related to DBOT’s customer list. Refer to Note 7 for additional information related to the acquisition. (b) During the three months ended December 31, 2021, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. As part of the acquisition, Tree Technologies acquired an exclusive right to market and distribute the EVs manufactured by Tree Manufacturing. Upon acquisition, the fair value of this agreement was determined to be $11.3 million. In the three months ended December 31, 2020, Tree Technologies obtained a domestic EV manufacturing license in Malaysia; and therefore determined it would not purchase vehicles from Tree Manufacturing. The Company subsequently severed all commercial relationships with Tree Manufacturing. Accordingly, the Company determined there was no underlying value to the marketing and distribution agreement, and recorded an impairment loss of $12.5 million. Refer to Note 7 for additional information related to the acquisition. (c) During the three months ended March 31, 2022, the Company completed the acquisition of 100.0% interest in Timios. Refer to Note 7 for additional information related to the acquisition. (d) Relates to software development costs capitalized during the three months ended September 30, 2021 at Timios. The asset was placed into service in July 2021. (e) During three months ended March 31, 2021, the Company completed the acquisition of 100.0% interest in WAVE. Refer to Note 7 for additional information related to the acquisition. (f) During the three months ended June 30, 2021, the Company completed a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine. (g) During three months ended June 30, 2021, the Company completed the acquisition of privately held Solectrac. Solectrac develops 100% battery-powered, all-electric tractors for agriculture and utility operations. Refer to Note 7 for additional information related to the acquisition. (h) During three months ended June 30, 2021, the Company completed the acquisition of privately held US Hybrid Corporation. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components. Refer to Note 7 for additional information related to the acquisition. (i) Relates to software costs capitalized during the nine months ended September 30, 2021. | The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): December 31, 2021 December 31, 2020 Weight Average Gross Gross Remaining Carrying Accumulated Impairment Net Carrying Accumulated Net Useful Life Amount Amortization Loss Balance Amount Amortization Balance Amortizing Intangible Assets Influencer network (a,g) — $ — $ — $ — $ — $ 1,137 $ (462) $ 675 Customer contract (a,g) — — — — — 500 (389) 111 Continuing membership agreement (b) 17.5 1,179 (649) — 530 1,179 (619) 560 Patents, trademarks and brands (a,d,g,f,h,i) 57.0 39,820 (2,715) (30,492) 6,613 110 (17) 93 Technology platform (a,g) — — — — — 290 (97) 193 Land use rights (c) 97.0 27,102 (411) — 26,691 28,162 (142) 28,020 Licenses (d) 14.0 1,000 (65) — 935 — — — Lender relationships (d) 6.0 16,600 (1,638) (12,550) 2,412 — — — Internally developed software (e) 2.6 452 (76) — 376 — — — Software (h,j) 13.7 4,492 (178) — 4,314 — — — Non-compete (i) 4.5 520 (57) (463) — — — — Technology (h,i) 21.9 7,460 (347) (7,113) — — — — Assembled workforce 1.9 150 (6) — 144 — — — Total 98,775 (6,142) (50,618) 42,015 31,378 (1,726) 29,652 Indefinite lived intangible assets Title plant (d) 500 — — 500 — — — Website name 25 — — 25 25 — 25 Title License 6 — — 6 — — — Patent — — — — 28 — 28 Total $ 99,306 $ (6,142) $ (50,618) $ 42,546 $ 31,431 $ (1,726) $ 29,705 (a) During the three months ended September 30, 2018, the Company completed the acquisition of 65.7% share of Grapevine. Refer to Note 8. In connection with the previously mentioned 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. As a result of this analysis of the influencer network, the Company also determined that the remaining useful life of the influencer network should be reduced to two years, effective January 1, 2021. (b) During the three months ended September 30, 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 mentioned above, 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. The Company also recorded an impairment loss of $30,000 related to DBOT’s customer list. Refer to Note 8 for additional information related to the acquisition. (c) During the three months ended December 31, 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. As part of the acquisition, Tree Technologies acquired an exclusive right to market and distribute the EVs manufactured by Tree Manufacturing. Upon acquisition, the fair value of this agreement was determined to be $11.3 million. In the three months ended December 31, 2020, Tree Technologies obtained a domestic EV manufacturing license in Malaysia; and therefore determined it would not purchase vehicles from Tree Manufacturing. The Company subsequently severed all commercial relationships with Tree Manufacturing. Accordingly, the Company determined there was no underlying value to the marketing and distribution agreement, and recorded an impairment loss of $12.5 million. Refer to Note 8 for additional information related to the acquisition. (d) During the three months ended March 31. 2021, the Company completed the acquisition of 100.0% interest in Timios. Refer to Note 8 for additional information related to the acquisition. (e) Relates to software development costs capitalized during the three months ended September 30, 2021 at Timios. The asset was placed into service in July 2021. (f) During three months ended March 31, 2021, the Company completed the acquisition of 100% interest in WAVE. Refer to Note 8 for additional information related to the acquisition. (g) During the three months ended June 30, 2021, the Company completed a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine. (h) During three months ended June 30, 2021, the Company completed the acquisition of privately held Solectrac. Solectrac develops 100% battery-powered, all-electric tractors for agriculture and utility operations. Refer to Note 8 for additional information related to the acquisition. (i) During three months ended June 30, 2021, the Company completed the acquisition of privately held US Hybrid Corporation. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components. Refer to Note 8 for additional information related to the acquisition. (j) Relates to software costs capitalized during the three months ended September 30, 2021. |
Schedule of amortization expense | The estimated amortization expense related to these intangible assets for each of the years subsequent to June 30, 2022 is as follows (amounts in thousands): 2022 remaining $ 1,847 2023 3,694 2024 3,694 2025 3,694 2026 3,694 2027 and beyond 26,954 Total $ 43,577 The estimated amortization expense adjusted for the impairment related to the remaining intangible assets for each of the years subsequent to June 30, 2022 is as follows (amounts in thousands): 2022 remaining $ 466 2023 932 2024 933 2025 933 2026 933 2026 and beyond 5,296 Total $ 9,493 The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be Years ending June 30, recognized (excluding the three months ended March 31, 2022) $ 3,180 2023 6,347 2024 6,202 2025 5,500 2026 5,546 2026 and thereafter 57,067 Total $ 83,842 | Excluding the impact of any impairments, the estimated amortization expense related to these intangible assets for each of the years subsequent to December 31, 2021 is as follows (amounts in thousands): 2022 remaining $ 6,511 2023 6,511 2024 6,511 2025 6,511 2026 6,511 2027 and beyond 27,473 Total $ 60,028 The following table summarizes future expected amortization expense (in thousands): Amortization to be Years ending December 31, recognized 2022 $ 4,199 2023 4,183 2024 3,918 2025 3,454 2026 3,404 2027 and thereafter 22,857 Total $ 42,015 |
Long-term Investments (Tables)
Long-term Investments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Schedule of long-term investments | The following table summarizes the Company’s long-term investments (in thousands): June 30, December 31, 2022 2021 Non-marketable equity investments $ 10,569 $ 7,500 Equity method investments 14,949 28,088 Total $ 25,518 $ 35,588 | The following table summarizes the composition of long-term investments (in thousands): December 31, December 31, 2021 2020 Non-marketable equity investments $ 7,500 $ 4,787 Equity method investments 28,088 3,700 Total $ 35,588 $ 8,487 |
Schedule of long term investment under equity method | The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands): June 30, 2022 Dilution loss Reclassification due to January 1, Income (loss) to equity Reclassification investee share June 30, 2021 Addition on investment method investee to subsidiaries issuance 2022 Energica (b) 12,329 — (1,031) — (11,298) — — FNL Technologies (c) 2,856 — (454) — — — 2,362 MDI Fund (d) 3,765 127 (77) — — — 3,815 PEA (f) 9,138 (366) — — — 8,772 Total $ 28,088 $ 127 $ (1,928) $ — $ (11,298) $ — $ 14,949 | The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands): December 31, 2021 Income (loss) Reclassification Dilution loss January 1, on Reclassification Impairment to equity method due to investee December 31, 2021 Addition investment to subsidiaries losses investee share issuance 2021 Solectrac (a) $ 2,556 $ — $ (153) $ (2,372) $ — $ — $ (31) $ — Energica (b) — 13,555 (1,226) — — — — 12,329 FNL (c) — 3,505 (899) — — 250 — 2,856 MDI Fund (d) — 4,646 (881) — — — — 3,765 TM2 (e) 1,144 7,226 (506) — (7,864) — — — PEA (f) — 9,138 — — — — — 9,138 Total $ 3,700 $ 38,070 $ (3,665) $ (2,372) $ (7,864) $ 250 $ (31) $ 28,088 December 31, 2020 Income (loss) Reclassification Dilution loss January 1, on Reclassification Impairment to equity method due to investee December 31, 2020 Addition investment to subsidiaries losses investee share issuance 2020 TM2 (e) $ 1,227 $ — $ (83) $ — $ — $ — $ — $ 1,144 Intelligenta (g) $ 9,800 $ — $ — $ — $ (9,800) $ — $ — $ — Glory (h) 6,854 — (4) — (6,850) — — — Solectrac (a) — 2,600 (44) — — — — 2,556 Total $ 17,881 $ 2,600 $ (131) $ — $ (16,650) $ — $ — $ 3,700 |
Leases (Tables)
Leases (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Schedule of components of lease expense | The following table summarizes the components of lease expense (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Operating lease cost $ 1,192 $ 279 $ 2,241 $ 448 Short-term lease cost 155 170 359 259 Sublease income — — — — Total $ 1,347 $ 449 $ 2,600 $ 707 The following table summarizes supplemental information related to leases (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,172 $ 311 $ 2,215 $ 476 Right of use assets obtained in exchange for new operating lease liabilities 150 2,955 6,895 4,718 | The following table summarizes the components of lease expense (in thousands): Year Ended December 31, December 31, December 31, 2021 2020 2019 Operating lease cost $ 1,764 $ 1,600 $ 1,708 Short-term lease cost 720 349 317 Sublease income — (74) (42) Total $ 2,484 $ 1,875 $ 1,983 The following table summarizes supplemental information related to leases (in thousands): Year Ended December 31, December 31, December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,856 $ 991 $ 1,407 Right-of-use assets obtained in exchange for new operating lease liabilities 14,293 486 935 |
Schedule of maturity of operating lease liability | The following table summarizes the maturity of operating lease liabilities (in thousands): Leased Property June 30, 2022 Costs 2022 (excluding the six months ended June 30, 2022 $ 2,353 2023 4,666 2024 3,534 2025 3,054 2026 2,503 2026 and thereafter 4,031 Total lease payments 20,141 Less: interest (2,577) Total $ 17,564 | The following table summarizes the maturity of operating lease liabilities (in thousands): Leased Property Years ending December 31 Costs 2022 $ 3,629 2023 3,647 2024 2,728 2025 2,281 2026 1,685 2027 and thereafter 222 Total lease payments 14,192 Less: Interest (1,459) Total $ 12,733 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Notes Payable, Current [Abstract] | ||
Schedule of of outstanding convertible notes | The following table summarizes the outstanding promissory notes as of June 30, 2022 and December 31, 2021 (dollars in thousands): June 30, December 31, 2022 2021 Interest Rate Principal Amount Carrying Amount* Principal Amount Carrying Amount* Convertible Debenture (a) 4% $ 33,333 $ 33,437 $ 57,500 $ 57,809 Small Business Association Paycheck Protection Program (c) 1% 265 265 311 312 Energica lending arrangements 0.05% - 4.5% 5,042 — — Total $ 33,598 38,744 $ 57,811 58,121 Less: Current portion (37,028) (58,121) Long-term Note, less current portion $ 1,716 $ — * Carrying amount includes the accrued interest and approximates the fair value because of the short term nature of these instruments. During the year ended December 31, 2021, the Company issued several convertible debt instruments to YA II PN, the terms of which are summarized in the following table (principal and gross proceeds in thousands): YA II PN Note 1 YA II PN Note 2 YA II PN Note 3 YA II PN Note 4 Principal $ 37,500 $ 37,500 $ 65,000 $ 80,000 Gross proceeds $ 37,500 $ 37,500 $ 65,000 $ 80,000 Interest rate 4.0 % 4.0 % 4.0 % 4.0 % Conversion price $ 2.00 $ 3.31 $ 4.12 $ 4.95 Maturity dates July 4, 2021 July 15, 2021 July 28, 2021 August 8, 2021 | The following is the summary of outstanding promissory notes as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Principal Carrying Principal Carrying Interest rate Amount Amount* Amount Amount* Convertible Debenture (a) 4.0 % $ 57,500 $ 57,809 $ — $ — Vendor Note Payable (b) 0.25%-4 % — — 105 105 Small Business Association Paycheck Protection Program (c) 1.0 % 311 312 460 463 Total $ 57,811 58,121 $ 565 568 Less: Current portion (58,121) (568) Long-term Note, less current portion $ — $ — Ties to *Carrying amount includes the accrued interest and approximates the fair value because of the short-term nature of these instruments. During the year ended December 31, 2021, the Company issued several convertible debt instruments to YA II PN, the terms of which are summarized in the following table (principal and gross proceeds in thousands): YA II PN Note 1 YA II PN Note 2 YA II PN Note 3 YA II PN Note 4 Principal $ 37,500 $ 37,500 $ 65,000 $ 80,000 Gross proceeds $ 37,500 $ 37,500 $ 65,000 $ 80,000 Interest rate 4.0 % 4.0 % 4.0 % 4.0 % Conversion price $ 2.00 $ 3.31 $ 4.12 $ 4.95 Maturity dates July 4, 2021 July 15, 2021 July 28, 2021 August 8, 2021 |
Schedule of impact to the consolidated statements of operations associated with promissory notes | The following table summarizes the impact to the consolidated statements of operations associated with outstanding promissory notes (in thousands): Year Ended December 31 December 31 December 31 2021 2020 2019 Interest expense excluding amortization of debt discount $ 2,139 $ 1,593 $ 1,449 Interest expense related to amortization of debt discount — 14,485 4,235 Total interest expense $ 2,139 $ 16,078 $ 5,684 Expense due to conversion of notes $ — $ 2,266 $ — (Gain)loss on extinguishment of debt $ (300) $ (8,891) $ 3,940 |
Stockholders' Equity, Redeema_2
Stockholders' Equity, Redeemable Convertible Preferred Stock and Redeemable Non-controlling Interest (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of activity for the redeemable non-controlling interest | The following table summarizes activity for the redeemable non-controlling interest (in thousands): Six months ended June 30, 2022 June 30, 2021 Beginning balance $ — $ 7,485 Initial investment — — Accretion of dividend — 231 Loss attributable to non-controlling interest — (175) Adjustment to redemption value — 175 Ending balance $ — $ 7,716 | The following table summarizes activity for the redeemable non-controlling interest for the years ended December 31, 2021 and 2020 (in thousands): January 1, 2020 Initial investment $ 7,047 Accretion of dividend 438 Loss attributable to non-controlling interest (135) Adjustment to redemption value 135 December 31, 2020 7,485 Accretion of dividend 464 Loss attributable to non-controlling interest (206) Adjustment to redemption value 206 Settlement (7,949) December 31, 2021 $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of stock option activity | Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at January 1, 2022 21,843,781 $ 1.74 — $ — Granted 1,605,000 1.01 — — Expired (627,964) 2.54 — — Forfeited (195,494) 2.30 — — Outstanding at June 30, 2022 22,625,323 1.67 8.06 791,894 Vested as of June 30, 2022 17,132,533 1.51 7.70 791,894 Expected to vest as of June 30, 2022 5,492,790 2.16 9.17 — | The following table summarizes stock option activity for the years ended December 31, 2021 and 2020: Weighted Weighted Average Average Remaining Aggregated Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at December 31, 2019 14,936,726 $ 2.13 — $ — Granted 15,854,166 0.60 — — Exercised (2,421,657) 0.78 — 2,421,499 Expired (1,682,658) 2.72 — — Forfeited (1,599,161) 1.58 — — Outstanding at December 31, 2020 25,087,416 1.29 7.92 18,554,241 Granted 9,562,000 2.49 — — Exercised (5,589,084) 1.50 — 7,731,175 Expired (2,966,509) 1.69 — — Forfeited (4,250,042) 1.10 — — Outstanding at December 31, 2021 21,843,781 1.74 8.06 4,596,393 Vested as of December 31, 2021 14,264,369 1.53 7.71 3,927,341 Expected to vest as of December 31, 2021 7,579,412 2.15 9.37 669,052 |
Schedule of assumptions used to estimate the fair values of the share options | Six Months Ended June 30, 2022 June 30, 2021 Expected term (in years) 5.51-5.53 5.51-5.54 Expected volatility 123%-124 % 120%-122 % Expected dividend yield — % — % Risk free interest rate 1.69%-2.87 % 0.51%-1.01 % | For the options with performance and service conditions, the assumptions used to estimate the fair values of the stock options granted in the year ended December 31, 2021, 2020 and 2019 are as follows: Year ended December 31, December 31, December 31, 2021 2020 2019 Expected term (in years) 4.79-7.17 5.15-5.52 5.52 Expected volatility 112%-130% 101%-122% 98% Expected dividend yield — —% —% Risk free interest rate 0.51%-1.29% 0.39%-0.44% 2.51% For the options with market conditions, the assumptions used to estimate the fair values of the stock options granted in the year ended December 31, 2021 as follows: Expected term (in years) 1.88 Expected volatility 106.92 % Expected dividend yield — % Risk free interest rate 1.31 % |
Schedule of warrants outstanding and exercisable | December 31, June 30, 2022 2021 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 550,000 700,000 2.50 July 1, 2022 - October 1, 2022 Service provider 100,000 100,000 7.50 January 1, 2023 Service provider 100,000 100,000 9.00 January 1, 2023 Total 950,000 1,100,000 | A summary of the warrants is as follows: 2021 2020 Number of Number of Warrants Warrants Outstanding Outstanding and 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 providers 100,000 — 7.50 January 1, 2023 Service providers 100,000 — 9.00 January 1, 2023 1,100,000 900,000 |
Schedule of unvested restricted shares | A summary of the unvested restricted shares is as follows: Weighted-average Shares fair value Non-vested restricted shares outstanding at December 31, 2020 — Granted 5,025,000 2.46 Forfeited — — Vested (5,025,000) 2.46 Non-vested restricted shares outstanding at December 31, 2021 — — |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted earnings (loss) per common share | The following table summarizes the Company’s earnings (loss) per share for the six months ended June 30, 2022 and 2021 (USD in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Net earnings (loss) attributable to common stockholders $ (37,767) $ (6,695) $ (66,278) $ (13,178) Basic weighted average common shares outstanding 497,792,525 433,098,279 497,577,331 412,230,966 Effect of dilutive securities Convertible preferred shares- Series A — — — — Convertible promissory notes — — — — Diluted potential common shares 497,792,525 433,098,279 497,577,331 412,230,966 Earnings (loss) per share: Basic $ (0.08) $ (0.02) $ (0.13) $ (0.03) Diluted $ (0.08) $ (0.02) $ (0.13) $ (0.03) | The following table summarizes the Company’s earnings (loss) per share (USD in thousands, except per share amounts): For the year ended December 31, 2021 December 31, 2020 December 31, 2019 Net loss attributable to Ideanomics, Inc. common stockholders $ (256,011) $ (101,264) $ (98,508) Basic Basic weighted average common shares outstanding 447,829,204 213,490,535 119,766,859 Diluted Diluted weighted average common shares outstanding 447,829,204 213,490,535 119,766,859 Net loss per share: Basic $ (0.57) $ (0.47) $ (0.82) Diluted $ (0.57) $ (0.47) $ (0.82) |
Schedule of computation of diluted loss per share | The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands): June 30, December 31, 2022 2021 Warrants 950 1,100 Options and RSUs 22,640 21,859 Series A Preferred Stock 933 933 Contingent shares 1,491 1,491 Convertible promissory note and interest 17,786 30,585 Total 43,800 55,968 | The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in our losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands.) December 31, December 31, December 31, 2021 2020 2019 Warrants 1,100 900 8,996 Options and RSUs 21,859 25,172 14,937 Series A Preferred Stock 933 933 933 Contingent shares 1,491 1,013 8,501 Convertible promissory note and interest 30,585 — 21,678 Total 55,968 28,018 55,045 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of loss before tax and provision for income tax benefit | Loss before tax (after impairment of an equity in loss of equity method investees) and the provision for income tax benefit consists of the following components (in thousands): 2021 2020 2019 Loss before tax, after impairment of and equity in loss of equity method investees United States $ (256,851) $ (82,999) $ (88,688) PRC/Hong Kong/Singapore/Malaysia (11,660) (31,890) (7,724) $ (268,511) $ (114,889) $ (96,412) Deferred tax expense (benefit) of net operating loss United States - Federal $ — $ — $ — United States - State — — — PRC/Hong Kong/Singapore/Malaysia (371) (241) (176) (371) (241) (176) Deferred tax (benefit) of a decrease in the beginning of the year Valuation allowance as a result of a change in circumstances — — — United States - Federal (8,873) — — United States - State (1,261) — — PRC/Hong Kong/Singapore/Malaysia — — — (10,134) — — Deferred tax expense (benefit) other than the above two categories United States - Federal (89) — — United States - State (1,359) — (514) PRC/Hong Kong/Singapore/Malaysia (58) (3,067) — Total deferred income tax (expense) benefit (1,506) (3,067) (514) Current tax expense (benefit) other than benefit of net operating loss United States - Federal — — — United States - State 225 — — PRC/Hong Kong/Singapore/Malaysia — — 1,107 Total current income tax (expense) benefit 225 — 1,107 Total income tax expense (benefit) $ (11,786) $ (3,308) $ 417 |
Schedule of reconciliation of expected income tax | A reconciliation of the expected income tax derived by the application of the U.S. CIT rate to the Company’s loss before income tax benefit is as follows: 2021 2020 2019 U. S. statutory income tax rate 21.0 % 21.0 % 21.0 % Non-deductible expenses: Non-deductible stock awards (0.6) (0.6) (1.9) Non-deductible impairment or disposal of goodwill (10.5) (3.7) — Non-deductible acquisition costs (0.7) — — Non-deductible officers’ compensation (0.6) — — Non-deductible interest expenses (0.2) (2.0) (1.2) Additional tax cost basis on disposal of subsidiary 0.4 — — Expiration of and disposal of subsidiary NOL carryovers (0.5) — — Change in state tax rates due to change in state apportionment 1.1 1.3 — Increase in valuation allowance (10.3) (15.7) (16.4) Tax rate differential(state and foreign) 5.0 1.3 (0.5) Non-taxable gain Non-deductible (loss) on contingent consideration 0.9 1.1 (1.1) Others (0.6) 0.2 (0.3) Effective income tax rate 4.4 % 2.9 % (0.4) % |
Schedule of components of deferred tax assets and liabilities | Deferred income taxes are recognized for future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, 2021 2020 U.S. NOL $ 46,693 $ 23,585 Foreign NOL 6,554 5,967 U.S. capital loss carryover 873 4,371 U. S. Section 1231 carryover 2,360 Accrued payroll and expense 1,012 — Nonqualified options 2,999 1,927 Convertible notes — 827 Inventory reserve 563 — Bad debt allowance 281 281 Impaired assets 10,728 7,996 Other 126 Equity investment loss and others 5,081 3,596 Total deferred tax assets 77,270 48,550 Less: valuation allowance (74,972) (46,732) Property and equipment (357) (81) Intangible assets (5,954) (6,782) Outside basis in domestic subsidiary and other (1,060) — Total deferred tax liabilities (7,371) (6,863) Net deferred tax assets (liabilities) $ (5,073) $ (5,045) |
Changes in the valuation allowance | The following table reflects the changes in the valuation allowance (in thousands): Valuation allowance - January 1, 2019 $ 15,468 Increase - year ended December 31, 2019 14,807 Valuation allowance - December 31, 2019 30,275 Increase - year ended December 31, 2020 16,457 Valuation allowance - December 31, 2020 46,732 Increase - year ended December 31, 2021 28,240 Valuation allowance - December 31, 2021 $ 74,972 |
Changes in the gross unrecognized tax positions | The following table reflects changes in the gross unrecognized tax positions (in thousands): Unrecognized tax benefits at beginning of year - January 1, 2019 $ — Gross changes - year ended December 31, 2019 — Unrecognized tax benefits at end of year - December 31, 2019 — Gross changes - year ended December 31, 2020 — Unrecognized tax benefits at end of year - December 31, 2020 — Gross increases - current year tax positions 256 Unrecognized tax benefits at end of year - December 31, 2020 $ 256 |
Geographic Areas (Tables)
Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of summarizes geographic information | The following table summarizes geographic information for long-lived assets (in thousands): December 31, December 31, 2021 2020 United States $ 1,997 $ 8,965 Malaysia 26,870 28,185 Other 728 135 Total $ 29,595 $ 37,285 |
Contingent Consideration (Table
Contingent Consideration (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of financial instruments measured at fair value on a recurring basis | The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands): June 30, 2022 Level I Level II Level III Total DBOT - Contingent consideration1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration2 — — 119 119 Solectrac - Contingent consideration3 — — 100 100 Total $ — $ — $ 868 $ 868 December 31, 2021 Level I Level II Level III Total DBOT - Contingent consideration1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration2 — — 250 250 Solectrac - Contingent consideration3 — — $ 100 100 Total $ — $ — $ 999 $ 999 1 This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration as of June 30, 2022 was valued using the Black-Scholes Merton method. The Company issued 11.3 million shares during the year ended December 31, 2021 and partially satisfied this liability. No shares have been issued in the six months ended June 30, 2022. 2 This represents the liability incurred in connection with the acquisition of Tree Technology shares during the three months ended December 31, 2019 and as subsequently remeasured as of December 31, 2021 and 2020. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach. 3 This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. | The following table summarizes information about the Company’s contingent consideration arrangements 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): December 31, 2021 Level 1 Level 2 Level 3 Total DBOT - Contingent Considerationa $ — $ — $ 649 $ 649 Tree Technology - Contingent Considerationb — — 250 250 Solectrac - Contingent Considerationc — — 100 100 Total $ — $ — $ 999 $ 999 December 31, 2020 Level 1 Level 2 Level 3 Total DBOT - Contingent Considerationa $ — $ — $ 649 $ 649 Tree Technology - Contingent Considerationb — — 250 250 Total $ — $ — $ 899 $ 899 Note a. This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration was valued using the Black-Scholes Merton method. The Company issued 13.1 million shares during the year ended December 31, 2020 and partially satisfied this liability. No shares have been issued in the year ended December 31, 2021. b. This represents the liability incurred in connection with the acquisition of Tree Technologies during the three months ended December 31, 2019 and as subsequently remeasured as of December 31, 2021 and 2020. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach. c. This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. |
Schedule of significant inputs and assumptions | December 31, June 30, 2022 2021 Risk-free interest rate 0.1 % 1.6 % Expected volatility 30 % 30 % Expected term (years) 0.08 0.25 Expected dividend yield — % — % December 31, June 30, 2022 2021 Weighted-average cost of capital 15.0 % 15.0 % Probability 5%-10 % 5%-10 % June 30, 2022 Risk-free interest rate 1.9 % Expected volatility 25.0 % Expected discount rate 18.7 % | March 31, December 31, 2020 2019 Risk-free interest rate 0.1 % 1.6 % Expected volatility 30 % 30 % Expected term (years) 0.08 0.25 Expected dividend yield — % — % The following table summarizes the significant inputs and assumptions used in the probability-weighted discounted cash flow approach: December 31, December 31, 2021 2020 Weighted-average cost of capital 15.0 % 15.0 % Probability 5%‑10 % 20%‑55 % December 31, 2021 Risk-free interest rate 3.4 % Expected volatility 25.0 % Expected discount rate 13.1 % |
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, 2022 $ 999 Remeasurement loss/(gain) recognized in the statement of operations (131) June 30, 2022 $ 868 | The following table summarizes the reconciliation of contingent consideration measured using Level 3 inputs (in thousands): Contingent Consideration January 1, 2019 $ — Addition 19,562 Measurement period adjustment 5,094 December 31, 2020 24,656 Measurement period adjustment (1,990) Settlement (8,203) Remeasurement loss/(gain) recognized in the income statement (5,503) December 31, 2020 8,960 Addition 1,639 Net remeasurement loss/(gain) recognized in the income statement (9,600) December 31, 2021 $ 999 |
Organization and Principal Ac_2
Organization and Principal Activities (Details) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Sep. 15, 2022 shares | Sep. 02, 2022 shares | Sep. 01, 2022 $ / shares shares | Oct. 25, 2021 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment item $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) item segment | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2019 USD ($) | Aug. 29, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2021 item | Dec. 31, 2021 subsidiary | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of operating segments | segment | 1 | 1 | ||||||||||||||
Number of business units | item | 2 | |||||||||||||||
Cash and cash equivalents | $ 85,508 | $ 85,508 | $ 269,863 | $ 165,764 | ||||||||||||
Number of subsidiaries requiring capital liquidity requirements | 2 | 2 | ||||||||||||||
Capital liquidity requirements from subsidiaries | 2,200 | |||||||||||||||
Accounts payable and accrued expenses | 15,600 | |||||||||||||||
Other current liabilities | 12,792 | 12,792 | 7,137 | 2,235 | ||||||||||||
Current contingent consideration | 722 | 722 | 648 | 1,325 | ||||||||||||
Current portion of operating lease liabilities | 3,926 | 3,926 | 3,086 | 115 | ||||||||||||
Payments of short-term and long-term debt | 58,100 | |||||||||||||||
Net loss | (39,273) | $ (6,847) | (68,364) | $ (13,450) | (256,725) | (111,581) | $ (96,829) | |||||||||
Accumulated deficit | (672,037) | $ (672,037) | $ (605,758) | (349,747) | ||||||||||||
Number of additional businesses acquired | item | 2 | 2 | ||||||||||||||
Principal | $ 33,598 | $ 33,598 | $ 57,811 | 565 | ||||||||||||
Interest rate in the event of default | 18% | 18% | ||||||||||||||
Negative cash flow from operating activities | $ 82,369 | $ 10,370 | 75,530 | $ 41,468 | $ 13,784 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Convertible Debenture | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Principal and accrued and unpaid interest | 17,600 | |||||||||||||||
Convertible Debenture | Convertible Debenture | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Interest rate in the event of default | 18% | |||||||||||||||
YA II PN, Ltd | Convertible Debenture | Convertible Debenture | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Principal | $ 75,000 | |||||||||||||||
Proceeds from notes payable | $ 75,000 | |||||||||||||||
Interest rate | 4% | |||||||||||||||
Interest rate in the event of default | 18% | |||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.88 | |||||||||||||||
Redemption of unpaid principal per month | $ 8,300 | |||||||||||||||
Principal and accrued and unpaid interest | 17,500 | |||||||||||||||
Gross proceeds | 57,500 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Cash and cash equivalents | $ 85,500 | $ 85,500 | $ 85,500 | |||||||||||||
Negative cash flow from operating activities | $ 81,800 | |||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||
Subsequent Event | Standby Equity Purchase Agreement | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Shares issued (in shares) | shares | 150 | 60 | 60 | |||||||||||||
Transaction period | 36 months | 36 months | ||||||||||||||
Purchase price equal to percentage of market price | 95% | 95% | ||||||||||||||
Shares issued as a percentage of outstanding stock | 19.90% | 5% | ||||||||||||||
Consecutive trading day period | 3 days | |||||||||||||||
Subsequent Event | Maximum | Standby Equity Purchase Agreement | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Shares issued (in shares) | shares | 5 | |||||||||||||||
Subsequent Event | YA II PN, Ltd | Convertible Debenture | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.50 | |||||||||||||||
Gross proceeds | $ 16,700 | |||||||||||||||
VIA Motors International, Inc. | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Percentage of ownership interest acquired | 100% | 100% | ||||||||||||||
Purchase price | $ 630,000 | |||||||||||||||
Cash paid at closing, including working capital estimates | 450,000 | 62,900 | ||||||||||||||
Fair value of contingent consideration | $ 180,000 | |||||||||||||||
VIA Motors International, Inc. | Forecast | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Percentage of ownership interest acquired | 100% | |||||||||||||||
Purchase price | $ 630,000 | |||||||||||||||
Cash paid at closing, including working capital estimates | 450,000 | |||||||||||||||
Fair value of contingent consideration | 180,000 | |||||||||||||||
Bridge loan to related party | 11,700 | |||||||||||||||
Transaction fees | 45,000 | |||||||||||||||
Operational and capital funding | 260,000 | |||||||||||||||
Investment Funding | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Investments to be called at any time | 20,400 | |||||||||||||||
Other Commitment, Aggregate Committed Investment | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Investments | 25,000 | |||||||||||||||
Consolidated Entities | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of operating segments | segment | 1 | |||||||||||||||
Cash and cash equivalents | 400 | |||||||||||||||
PRC | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Cash and cash equivalents | $ 11,800 | |||||||||||||||
PRC | Subsequent Event | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Cash and cash equivalents | 12,200 | $ 12,200 | $ 12,200 | |||||||||||||
PRC | Consolidated Entities | Subsequent Event | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Cash and cash equivalents | $ 2,200 | $ 2,200 | $ 2,200 |
Immaterial Corrections of Pri_3
Immaterial Corrections of Prior Period Financial Statements - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 26, 2019 | Dec. 31, 2018 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Deferred tax assets | $ 77,270 | $ 48,550 | ||||
Deferred tax liabilities | 7,371 | $ 11,000 | 6,863 | |||
Valuation allowance increased | 74,972 | $ 46,732 | $ 30,275 | $ 15,468 | ||
Adjustments | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Deferred tax assets | 300 | |||||
Deferred tax liabilities | 5,000 | |||||
Valuation allowance increased | $ 300 | |||||
Tree Technologies | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Percentage of ownership interest acquired | 51% | 51% | 51% | 51% |
Immaterial Corrections of Pri_4
Immaterial Corrections of Prior Period Financial Statements - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | |||||||
Goodwill | $ 72,098 | $ 16,161 | $ 705 | $ 31,654 | $ 705 | ||
Operating lease right of use assets | 17,740 | 12,827 | 155 | ||||
Long-term investments | 25,518 | 35,588 | 8,487 | ||||
Other non-current assets | 1,345 | 903 | 7,478 | ||||
Total assets | 431,201 | 473,437 | 233,869 | ||||
Liabilities | |||||||
Other current liabilities | 12,792 | 7,137 | 2,235 | ||||
Current portion of operating lease liabilities | 3,926 | 3,086 | 115 | ||||
Operating lease liability-long term | 13,638 | 9,647 | 19 | ||||
Deferred tax liabilities | 8,799 | 5,073 | 5,045 | ||||
Other long-term liabilities | 725 | 620 | 7,275 | ||||
Total liabilities | 110,512 | 106,807 | 37,688 | ||||
Stockholders' Equity | |||||||
Accumulated deficit | (672,037) | (605,758) | (349,747) | ||||
Accumulated other comprehensive loss | (5,691) | 222 | 1,231 | ||||
Total Ideanomics, Inc. shareholders' equity | 296,471 | 363,027 | 183,695 | ||||
Non-controlling interest | 22,956 | 2,341 | 3,739 | ||||
Total equity | 319,427 | $ 364,800 | 365,368 | $ 543,198 | 187,434 | $ 58,737 | $ 43,212 |
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | $ 431,201 | $ 473,437 | 233,869 | ||||
Previously Reported | |||||||
Assets | |||||||
Goodwill | 1,165 | ||||||
Operating lease right of use assets | 7,117 | ||||||
Long-term investments | 8,570 | ||||||
Other non-current assets | 517 | ||||||
Total assets | 234,412 | ||||||
Liabilities | |||||||
Other current liabilities | 1,920 | ||||||
Current portion of operating lease liabilities | 430 | ||||||
Operating lease liability-long term | 6,759 | ||||||
Deferred tax liabilities | 0 | ||||||
Other long-term liabilities | 535 | ||||||
Total liabilities | 32,643 | ||||||
Stockholders' Equity | |||||||
Accumulated deficit | (346,883) | ||||||
Accumulated other comprehensive loss | 1,256 | ||||||
Total Ideanomics, Inc. shareholders' equity | 186,584 | ||||||
Non-controlling interest | 6,438 | ||||||
Total equity | 193,022 | ||||||
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | 234,412 | ||||||
Adjustments | |||||||
Assets | |||||||
Goodwill | (460) | ||||||
Operating lease right of use assets | (6,962) | ||||||
Long-term investments | (83) | ||||||
Other non-current assets | 6,961 | ||||||
Total assets | (543) | ||||||
Liabilities | |||||||
Other current liabilities | 315 | ||||||
Current portion of operating lease liabilities | (315) | ||||||
Operating lease liability-long term | (6,740) | ||||||
Deferred tax liabilities | 5,045 | ||||||
Other long-term liabilities | 6,740 | ||||||
Total liabilities | 5,045 | ||||||
Stockholders' Equity | |||||||
Accumulated deficit | (2,864) | ||||||
Accumulated other comprehensive loss | (25) | ||||||
Total Ideanomics, Inc. shareholders' equity | (2,889) | ||||||
Non-controlling interest | (2,699) | ||||||
Total equity | (5,588) | ||||||
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | $ (543) |
Immaterial Corrections of Pri_5
Immaterial Corrections of Prior Period Financial Statements - Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Impairment loss | $ 5,600 | $ 101,470 | $ 18,089 | $ 0 | ||||
Loss from operations | $ (40,837) | $ (10,023) | $ (80,161) | $ (23,032) | (259,557) | (95,644) | (68,574) | |
Income tax benefit (expense) | 147 | 1,682 | 525 | 9,027 | 11,786 | 3,308 | (417) | |
Impairment of and equity in loss of equity method investees | (11,529) | (16,780) | (13,718) | |||||
Net loss | (39,273) | (6,847) | (68,364) | (13,450) | (256,725) | (111,581) | (96,829) | |
Net loss attributable to Ideanomics, Inc. common shareholders | $ (37,767) | $ (6,695) | $ (66,278) | $ (13,178) | $ (256,011) | $ (101,264) | $ (98,508) | |
Basic loss per share (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.13) | $ (0.03) | $ (0.57) | $ (0.47) | $ (0.82) | |
Diluted loss per share (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.13) | $ (0.03) | $ (0.57) | $ (0.47) | $ (0.82) | |
Previously Reported | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Impairment loss | $ 9,323 | |||||||
Loss from operations | $ (10,528) | $ (23,338) | (86,879) | |||||
Income tax benefit (expense) | 1,570 | 8,824 | 0 | |||||
Impairment of and equity in loss of equity method investees | (16,698) | |||||||
Net loss | (7,465) | (14,042) | (106,043) | |||||
Net loss attributable to Ideanomics, Inc. common shareholders | (7,262) | (13,675) | $ (98,400) | |||||
Basic loss per share (in dollars per share) | $ (0.46) | |||||||
Diluted loss per share (in dollars per share) | $ (0.46) | |||||||
Adjustments | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Impairment loss | $ 8,766 | |||||||
Loss from operations | 505 | 306 | (8,765) | |||||
Income tax benefit (expense) | 112 | 203 | 3,308 | |||||
Impairment of and equity in loss of equity method investees | (82) | |||||||
Net loss | 618 | 592 | (5,538) | |||||
Net loss attributable to Ideanomics, Inc. common shareholders | $ 567 | $ 497 | $ (2,864) | |||||
Basic loss per share (in dollars per share) | $ (0.01) | |||||||
Diluted loss per share (in dollars per share) | $ (0.01) |
Immaterial Corrections of Pri_6
Immaterial Corrections of Prior Period Financial Statements - Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Net loss | $ (39,273) | $ (6,847) | $ (68,364) | $ (13,450) | $ (256,725) | $ (111,581) | $ (96,829) | ||
Foreign currency translation adjustments | (9,012) | $ 1,209 | (40) | $ (693) | (7,803) | (733) | (1,385) | 3,158 | 407 |
Comprehensive loss | (48,285) | (6,907) | (76,167) | (14,203) | (258,110) | (108,423) | (96,422) | ||
Comprehensive loss attributable to non-controlling interest | $ 3,385 | 158 | $ 3,681 | 591 | $ 2,020 | 9,238 | $ (844) | ||
Comprehensive loss attributable to Ideanomics, Inc. shareholders | (99,369) | ||||||||
Previously Reported | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Net loss | (7,465) | (14,042) | (106,043) | ||||||
Foreign currency translation adjustments | (41) | (901) | 3,208 | ||||||
Comprehensive loss | (7,526) | (14,963) | (102,835) | ||||||
Comprehensive loss attributable to non-controlling interest | 210 | 763 | 6,539 | ||||||
Comprehensive loss attributable to Ideanomics, Inc. shareholders | (96,480) | ||||||||
Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Net loss | 618 | 592 | (5,538) | ||||||
Foreign currency translation adjustments | 1 | 168 | (50) | ||||||
Comprehensive loss | 619 | 760 | (5,588) | ||||||
Comprehensive loss attributable to non-controlling interest | $ (52) | $ (172) | 2,699 | ||||||
Comprehensive loss attributable to Ideanomics, Inc. shareholders | $ (2,889) |
Immaterial Corrections of Pri_7
Immaterial Corrections of Prior Period Financial Statements - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||||||
Net loss | $ (39,273) | $ (6,847) | $ (68,364) | $ (13,450) | $ (256,725) | $ (111,581) | $ (96,829) |
Income tax benefit | (684) | (9,393) | (12,011) | (3,308) | 0 | ||
Impairment of and equity in loss of equity method investees | 11,529 | 16,780 | 13,718 | ||||
Impairment losses | 653 | 0 | 172,540 | 51,319 | 73,669 | ||
Net cash used in operating activities | $ 82,369 | 10,370 | $ 75,530 | 41,468 | $ 13,784 | ||
Previously Reported | |||||||
Cash flows from operating activities | |||||||
Net loss | (7,465) | (14,042) | (106,043) | ||||
Income tax benefit | (9,190) | 0 | |||||
Impairment of and equity in loss of equity method investees | 16,698 | ||||||
Impairment losses | 42,554 | ||||||
Net cash used in operating activities | 41,468 | ||||||
Adjustments | |||||||
Cash flows from operating activities | |||||||
Net loss | $ 618 | 592 | (5,538) | ||||
Income tax benefit | $ (203) | (3,308) | |||||
Impairment of and equity in loss of equity method investees | 82 | ||||||
Impairment losses | 8,765 | ||||||
Net cash used in operating activities | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | Dec. 31, 2019 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) $ / shares | Jan. 28, 2021 USD ($) | Sep. 30, 2020 USD ($) | Oct. 29, 2019 $ / shares | Jan. 01, 2019 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Number of convertible promissory notes | item | 2 | |||||||||||
Provision for depreciation | $ 949,000 | $ 949,000 | $ 833,000 | $ 460,000 | ||||||||
Impaired related asset retirement costs | $ 1,500,000 | 0 | 2,000,000 | $ 1,500,000 | ||||||||
Impairment loss | $ 5,600,000 | 101,470,000 | 18,089,000 | 0 | ||||||||
Impairment loss of intangible assets | 572,000 | 653,000 | 71,070,000 | 33,230,000 | 73,669,000 | |||||||
Digital currency transaction amount received | $ 61,100,000 | |||||||||||
Share price (in dollars per share) | $ / shares | $ 0.23 | $ 0.23 | ||||||||||
Inventory | 23,770,000 | 23,770,000 | 6,159,000 | 0 | ||||||||
Recorded impairment losses | 1,500,000 | 200,000 | $ 3,000,000 | |||||||||
Impairment of equity method investments | 7,864,000 | 16,650,000 | 13,100,000 | |||||||||
Impairment losses right of use assets | 100,000 | 6,300,000 | 0 | |||||||||
Warranty liability | 600,000 | 600,000 | 500,000 | |||||||||
Foreign currency translation adjustments | $ (100,000) | (200,000) | 100,000 | (100,000) | ||||||||
Escrow trust balances | 21,400,000 | 0 | ||||||||||
Advertising and marketing costs | 2,300,000 | 200,000 | 24,394 | |||||||||
Interest or penalties of uncertain tax positions | 0 | 0 | 0 | |||||||||
Operating right of use assets | 17,740,000 | 17,740,000 | 12,827,000 | 155,000 | ||||||||
Lease liabilities | $ 17,564,000 | $ 17,564,000 | 12,733,000 | 100,000 | ||||||||
Various Acquisitions | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Impairment loss of intangible assets | 50,600,000 | 20,400,000 | 5,700,000 | |||||||||
New York City Headquarter | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Lease liabilities | $ 6,400,000 | |||||||||||
Impairment loss | $ 5,300,000 | 100,000 | ||||||||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Fintech Village | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Sale of discontinued operation | 2,800,000 | $ 2,800,000 | ||||||||||
Incurred commissions and fees | $ 200,000 | $ 200,000 | ||||||||||
Digital Currency | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Impairment loss of intangible assets | $ 61,100,000 | |||||||||||
Digital currency transaction amount received | 8,300,000 | |||||||||||
ASU 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Operating right of use assets | $ 3,600,000 | |||||||||||
Lease liabilities | $ 3,700,000 | |||||||||||
Minimum | Digital Currency | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 17 | |||||||||||
Maximum | Digital Currency | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 1.84 | |||||||||||
Furniture and office equipment | Minimum | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Useful life of property and equipment | 3 years | |||||||||||
Furniture and office equipment | Maximum | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Useful life of property and equipment | 10 years | |||||||||||
Vehicles | Minimum | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Useful life of property and equipment | 3 years | |||||||||||
Vehicles | Maximum | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Useful life of property and equipment | 5 years | |||||||||||
Electronic equipment | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Useful life of property and equipment | 5 years | |||||||||||
Fintech Village | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Provision for depreciation | $ 0 | |||||||||||
Impairment of assets | $ 3,300,000 | $ 2,300,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Raw materials | $ 3,555 | $ 245 | |
Work in progress | 14,319 | 90 | |
Finished goods | 5,896 | 5,824 | |
Total | $ 23,770 | $ 6,159 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Inventory Reserves (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Inventory Valuation Reserves [Roll Forward] | |
Balance at the beginning of the year | $ 0 |
Increases | (856) |
Decreases | 0 |
Balance at the end of the year | $ (856) |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 34,202 | $ 30,128 | $ 59,593 | $ 60,066 | $ 114,080 | $ 26,759 | $ 44,566 |
Recognized revenue | 3,900 | 1,400 | 3,700 | 600 | 600 | 500 | 300 |
Products and services transferred at a point in time | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 33,783 | 29,059 | 58,639 | 58,611 | 110,079 | 26,729 | 3,866 |
Products and services provided over time | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 419 | 1,069 | 954 | 1,455 | 4,001 | 30 | 40,700 |
Digital asset management services | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 0 | 0 | 40,700 | ||||
Digital advertising services and other | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 0 | 34 | 0 | 231 | 231 | 1,631 | 1,173 |
Title and escrow services | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 9,171 | 22,069 | 19,096 | 46,909 | 72,686 | 0 | 0 |
Electric vehicle products | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 23,577 | 5,274 | 38,200 | 8,304 | 31,123 | 19,462 | 0 |
Electric vehicle services | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 74 | 75 | 157 | 108 | 204 | 0 | 2,693 |
Combustion engine vehicles | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 0 | 5,160 | 0 | ||||
Charging, battery and powertrain products | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 956 | 1,683 | 1,210 | 3,168 | 5,886 | 506 | 0 |
Charging, battery and powertrain services | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 338 | 617 | 790 | 756 | 2,645 | 0 | 0 |
Other revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 79 | 376 | 133 | 590 | 1,305 | 0 | 0 |
Malaysia | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 33 | 40 | 50 | 47 | 65 | 83 | 0 |
USA | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 14,372 | 25,014 | 26,132 | 51,889 | 84,303 | 1,631 | 41,873 |
PRC | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 15,647 | $ 5,074 | $ 28,882 | $ 8,130 | $ 29,712 | $ 25,045 | $ 2,693 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Liabilities and Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, net | $ 6,657 | $ 3,338 | $ 7,400 |
Deferred revenue (including customer deposits of $3,163 and $31 as of December 31, 2021 and 2020, respectively) | 6,048 | 5,392 | 1,129 |
Contract assets | $ 3,115 | $ 2,772 | $ 0 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Recognized revenue | $ 3,900 | $ 1,400 | $ 3,700 | $ 600 | $ 600 | $ 500 | $ 300 |
Revenue | 34,202 | 30,128 | 59,593 | 60,066 | 114,080 | 26,759 | 44,566 |
Contract asset | 600 | ||||||
Contract asset revenue expected to be recognized | 600 | ||||||
Grant | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 100 | $ 400 | $ 100 | $ 600 | $ 1,300 | $ 0 | $ 0 |
Available-for-Sale Securities -
Available-for-Sale Securities - Information on Securities (Details) $ in Thousands | Jan. 28, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 01, 2022 | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) |
Debt Securities, Available-for-sale [Line Items] | |||||
Cost | $ 18,791 | $ 15,000 | |||
Interest | 902 | 833 | |||
Unrealized Gains | 4 | 4 | |||
Unrealized Losses | (499) | (20) | |||
Impairment | (15,886) | (15,817) | |||
Estimated Fair Value | 3,312 | 0 | |||
Principal | 33,598 | 57,811 | $ 565 | ||
Silk EV Note | Convertible Debenture | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Principal | $ 15,000 | ||||
Interest rate of convertible note | 6% | 6% | |||
Conversion ratio (as a percent) | 0.80 | ||||
Silk EV | Convertible promissory note and interest | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cost | $ 15,000 | 15,000 | 15,000 | ||
Interest | 902 | 833 | |||
Unrealized Gains | 4 | 4 | |||
Unrealized Losses | (20) | (20) | |||
Impairment | (15,886) | (15,817) | |||
Estimated Fair Value | $ 15,000 | $ 0 | $ 0 |
Notes Receivable - Schedule (De
Notes Receivable - Schedule (Details) $ in Thousands, € in Millions | Jun. 30, 2022 USD ($) | May 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 24, 2021 USD ($) | Dec. 24, 2021 EUR (€) | Aug. 30, 2021 USD ($) | Aug. 30, 2021 EUR (€) | May 20, 2021 USD ($) | Dec. 31, 2020 USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Estimated Fair Value | $ 69,830 | $ 54,907 | $ 0 | ||||||
Principal | $ 33,598 | 57,811 | $ 565 | ||||||
Via Motor Note | Convertible Debenture | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Principal | $ 11,700 | $ 42,500 | $ 2,200 | ||||||
Interest rate | 4% | 4% | 4% | 4% | |||||
Inobat Note | Convertible Debenture | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Interest rate | 8% | 8% | |||||||
Convertible promissory note and interest | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Cost | $ 67,640 | 54,319 | |||||||
Interest | 1,899 | 588 | |||||||
Unrealized Gains | 0 | ||||||||
Unrealized Losses | 0 | 0 | |||||||
Impairment | 0 | 0 | |||||||
Estimated Fair Value | 69,830 | 54,907 | |||||||
VIA Motors International, Inc. | Convertible Debenture | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Principal | $ 42,500 | ||||||||
Interest rate | 4% | 4% | |||||||
VIA Motors International, Inc. | Convertible promissory note and interest | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Cost | 48,018 | 42,500 | $ 42,500 | ||||||
Interest | 1,448 | 578 | |||||||
Unrealized Gains | 0 | ||||||||
Unrealized Losses | 0 | 0 | |||||||
Impairment | 0 | 0 | |||||||
Estimated Fair Value | 49,466 | 43,078 | |||||||
Inobat | Convertible promissory note and interest | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Cost | 11,819 | 11,819 | $ 11,400 | € 10 | $ 11,400 | € 10 | |||
Interest | 447 | 10 | |||||||
Unrealized Gains | 0 | ||||||||
Unrealized Losses | 0 | 0 | |||||||
Impairment | 0 | 0 | |||||||
Estimated Fair Value | $ 12,557 | $ 11,829 | |||||||
Interest rate | 8% | 8% |
Notes Receivable - Valuation As
Notes Receivable - Valuation Assumptions (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Probability | VIA Motors International, Inc. | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Measurement input | 0.90 | |
Probability | Inobat | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Measurement input | 0.50 | 0.50 |
Yield rate | VIA Motors International, Inc. | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Measurement input | 0.040 | |
Yield rate | Inobat | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Measurement input | 0.175 | 0.175 |
PRC VIE Structure and Arrange_2
PRC VIE Structure and Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
VIE Structure and Arrangements | |||||||
Net loss | $ 39,273 | $ 6,847 | $ 68,364 | $ 13,450 | $ 256,725 | $ 111,581 | $ 96,829 |
(Loss) gain on disposal of subsidiaries, net | (42) | (1,234) | (188) | (1,264) | (1,264) | 276 | (952) |
Total income tax expense (benefit) | $ (147) | $ (1,682) | $ (525) | $ (9,027) | $ (11,786) | $ (3,308) | 417 |
VIE | |||||||
VIE Structure and Arrangements | |||||||
Net loss | 2,000 | ||||||
(Loss) gain on disposal of subsidiaries, net | 600 | ||||||
Total income tax expense (benefit) | $ 200 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Jun. 11, 2021 USD ($) item | Jun. 10, 2021 USD ($) shares | Jan. 15, 2021 USD ($) item shares | Jan. 08, 2021 USD ($) | Dec. 26, 2019 USD ($) item $ / shares shares | Jun. 30, 2019 USD ($) shares | Jun. 29, 2019 | Sep. 04, 2018 USD ($) | Jul. 31, 2019 USD ($) Transaction $ / shares shares | Jun. 30, 2019 USD ($) shares | May 31, 2019 USD ($) item $ / shares | Apr. 30, 2019 $ / shares shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2020 | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2019 USD ($) $ / shares | Dec. 31, 2021 USD ($) company shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) $ / shares | Jul. 11, 2021 USD ($) | Apr. 21, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Dec. 26, 2020 USD ($) | Sep. 30, 2019 | Dec. 31, 2018 USD ($) | Sep. 30, 2018 | |
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Gross profit margins | $ 1,489,000 | $ 9,032,000 | $ 1,509,000 | $ 19,744,000 | $ 23,228,000 | $ 2,057,000 | $ 43,108,000 | |||||||||||||||||||||||
Contingent consideration | 868,000 | $ 999,000 | 868,000 | 999,000 | 899,000 | |||||||||||||||||||||||||
Change in fair value of contingent consideration, net | (131,000) | (1,907,000) | (9,600,000) | (5,503,000) | 5,094,000 | |||||||||||||||||||||||||
Amortization expense relating to intangible assets | 1,700,000 | 1,000,000 | 5,500,000 | 5,200,000 | 2,100,000 | |||||||||||||||||||||||||
Goodwill | 72,098,000 | 16,161,000 | 72,098,000 | $ 31,654,000 | 16,161,000 | 705,000 | 31,654,000 | $ 705,000 | ||||||||||||||||||||||
Transaction costs | 300,000 | 400,000 | 3,800,000 | |||||||||||||||||||||||||||
(Loss) gain on disposal of subsidiaries, net | $ (42,000) | (1,234,000) | $ (188,000) | (1,264,000) | (1,264,000) | 276,000 | $ (952,000) | |||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.23 | $ 0.23 | ||||||||||||||||||||||||||||
Common stock issuance (in shares) | shares | 0 | |||||||||||||||||||||||||||||
Previously Reported | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Gross profit margins | $ 9,302,000 | $ 20,143,000 | ||||||||||||||||||||||||||||
Goodwill | $ 1,165,000 | |||||||||||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Percentage of ownership interest | 100% | 100% | 100% | 100% | 100% | |||||||||||||||||||||||||
FNL | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Percentage of ownership interest | 29% | 29% | 29% | 29% | ||||||||||||||||||||||||||
Amer Global Technology Limited | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Percentage of ownership interest | 10% | |||||||||||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
(Loss) gain on disposal of subsidiaries, net | (1,200,000) | |||||||||||||||||||||||||||||
Amer Global Technology Limited | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
(Loss) gain on disposal of subsidiaries, net | $ 300,000 | $ 500,000 | ||||||||||||||||||||||||||||
Bad debt expense | $ 200,000 | 600,000 | ||||||||||||||||||||||||||||
Percentage of potential tax obligation | 20% | |||||||||||||||||||||||||||||
Limitation period for publicly listed | 36 months | |||||||||||||||||||||||||||||
Diluted ownership interest in disposal group | 55% | |||||||||||||||||||||||||||||
Gain for ownership interest retained | $ 100,000 | |||||||||||||||||||||||||||||
Ownership interest disposed | 10% | 10% | ||||||||||||||||||||||||||||
Amer Global Technology Limited | Amer Global Technology Limited | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Ownership percentage, equity method | 10% | 10% | ||||||||||||||||||||||||||||
Amer Global Technology Limited | BCC | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Common stock issuance (in shares) | shares | 39,500 | |||||||||||||||||||||||||||||
Amer Global Technology Limited | BCC | Amer Global Technology Limited | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Ownership percentage, equity method | 71.80% | 71.80% | ||||||||||||||||||||||||||||
Amer Global Technology Limited | MHT | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Common stock issuance (in shares) | shares | 5,500 | |||||||||||||||||||||||||||||
Amer Global Technology Limited | MHT | Amer Global Technology Limited | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Ownership percentage, equity method | 10% | 10% | ||||||||||||||||||||||||||||
Red Rock business | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Sale of discontinued operation | $ 700,000 | |||||||||||||||||||||||||||||
Timios Holdings Corp | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | |||||||||||||||||||||||||||||
Purchase price, net of cash acquired | $ 40,000,000 | |||||||||||||||||||||||||||||
Cash acquired from acquisition | 6,500,000 | |||||||||||||||||||||||||||||
Escrow trust balances | 5,100,000 | |||||||||||||||||||||||||||||
Purchase price | 46,576,000 | |||||||||||||||||||||||||||||
Goodwill | $ 21,824,000 | |||||||||||||||||||||||||||||
Timios Holdings Corp | Title and escrow services | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Revenue | $ 9,200,000 | $ 22,100,000 | $ 19,100,000 | $ 46,900,000 | 72,700,000 | |||||||||||||||||||||||||
Net income (loss) | (3,500,000) | 2,100,000 | (5,600,000) | 5,600,000 | 13,600,000 | |||||||||||||||||||||||||
WAVE | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | 100% | ||||||||||||||||||||||||||||
Escrow trust balances | $ 5,000,000 | |||||||||||||||||||||||||||||
Revenue | 800,000 | 2,400,000 | 1,300,000 | 4,200,000 | 7,000,000 | |||||||||||||||||||||||||
Net income (loss) | (3,700,000) | (1,200,000) | $ (7,000,000) | (1,900,000) | $ 7,200,000 | |||||||||||||||||||||||||
Purchase price | 55,034,000 | |||||||||||||||||||||||||||||
Purchase price on cash | $ 15,000,000 | |||||||||||||||||||||||||||||
Number of common stock issued (in shares) | shares | 12,600,000 | 500,000 | 500,000 | |||||||||||||||||||||||||||
Value of common stock issued | $ 40,000,000 | |||||||||||||||||||||||||||||
Common stock be held back at closing (in shares) | shares | 3,600,000 | |||||||||||||||||||||||||||||
Common shares as contingent consideration as of the acquisition | $ 11,400,000 | |||||||||||||||||||||||||||||
Number of earnouts | item | 3 | |||||||||||||||||||||||||||||
Payment of additional purchase price | $ 30,000,000 | |||||||||||||||||||||||||||||
Gross profit margins | 10,000,000 | |||||||||||||||||||||||||||||
Receivable recorded | 800,000 | $ 800,000 | ||||||||||||||||||||||||||||
Sales tax obligation | 800,000 | |||||||||||||||||||||||||||||
Historic net operating losses | 7,700,000 | |||||||||||||||||||||||||||||
Reduction of deferred tax assets | 1,400,000 | 1,400,000 | ||||||||||||||||||||||||||||
Goodwill | $ 35,689,000 | |||||||||||||||||||||||||||||
US Hybrid | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | |||||||||||||||||||||||||||||
Escrow trust balances | $ 1,000,000 | |||||||||||||||||||||||||||||
Revenue | 600,000 | 300,000 | $ 800,000 | 300,000 | 2,700,000 | |||||||||||||||||||||||||
Net income (loss) | (3,400,000) | (100,000) | (5,300,000) | (100,000) | 4,800,000 | |||||||||||||||||||||||||
Purchase price | 51,016,000 | |||||||||||||||||||||||||||||
Purchase price on cash | $ 30,000,000 | |||||||||||||||||||||||||||||
Number of common stock issued (in shares) | shares | 6,600,000 | |||||||||||||||||||||||||||||
Value of common stock issued | $ 20,900,000 | |||||||||||||||||||||||||||||
Common stock be held back at closing (in shares) | shares | 6,600,000 | |||||||||||||||||||||||||||||
Escrow deposit period | 90 days | |||||||||||||||||||||||||||||
Maximum earnout over three years | $ 16,700,000 | |||||||||||||||||||||||||||||
Contingent consideration | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||
Goodwill | 42,218,000 | |||||||||||||||||||||||||||||
US Hybrid | Previously Reported | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Purchase price | 50,000,000 | |||||||||||||||||||||||||||||
Purchase price on cash | $ 30,000,000 | |||||||||||||||||||||||||||||
Solectrac | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Percentage of voting equity interests acquired | 78.60% | |||||||||||||||||||||||||||||
Escrow trust balances | $ 2,000,000 | |||||||||||||||||||||||||||||
Revenue | 3,800,000 | 200,000 | 4,900,000 | 200,000 | 1,800,000 | |||||||||||||||||||||||||
Net income (loss) | $ (3,300,000) | $ 300,000 | $ (6,000,000) | $ 300,000 | 1,900,000 | |||||||||||||||||||||||||
Purchase price | 24,952,000 | |||||||||||||||||||||||||||||
Purchase price on cash | $ 17,700,000 | |||||||||||||||||||||||||||||
Number of earnouts | item | 3 | |||||||||||||||||||||||||||||
Maximum earnout over three years | $ 6,000,000 | |||||||||||||||||||||||||||||
Net working capital | $ 300,000 | |||||||||||||||||||||||||||||
Equity interest percentage | 21.40% | |||||||||||||||||||||||||||||
Equity ownership percentage | 100% | |||||||||||||||||||||||||||||
Gain on remeasurement of investment | $ 2,900,000 | 2,900,000 | ||||||||||||||||||||||||||||
Percent of battery power | 100% | 100% | 100% | 100% | 100% | |||||||||||||||||||||||||
Contingent consideration | $ 2,400,000 | $ 100,000 | 100,000 | $ 100,000 | 100,000 | |||||||||||||||||||||||||
Goodwill | 17,714,000 | |||||||||||||||||||||||||||||
Preliminary fair value of earnout estimated | $ 1,600,000 | |||||||||||||||||||||||||||||
Solectrac | Other Operating Income (Expense) | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Change in fair value of contingent consideration, net | 800,000 | 1,500,000 | ||||||||||||||||||||||||||||
Solectrac | Employee Performance And Retention Plan | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Maximum earnout over three years | $ 3,000,000 | |||||||||||||||||||||||||||||
Acquisitions In 2021 | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Amortization expense relating to intangible assets | 400,000 | $ 1,400,000 | 800,000 | $ 2,000,000 | 4,900,000 | |||||||||||||||||||||||||
Goodwill | 117,400,000 | 117,400,000 | 117,400,000 | 117,400,000 | ||||||||||||||||||||||||||
Expected tax deductible amount of goodwill | $ 0 | $ 0 | $ 0 | 0 | ||||||||||||||||||||||||||
VIA Motors International, Inc. | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | 100% | ||||||||||||||||||||||||||||
Purchase price | $ 630,000,000 | |||||||||||||||||||||||||||||
Purchase price on cash | 450,000,000 | 62,900,000 | ||||||||||||||||||||||||||||
Transaction costs | $ 3,700,000 | |||||||||||||||||||||||||||||
Tree Technologies | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Percentage of voting equity interests acquired | 51% | 51% | 51% | 51% | 51% | 51% | ||||||||||||||||||||||||
Purchase price on cash | $ 900,000 | |||||||||||||||||||||||||||||
Number of common stock issued (in shares) | shares | 9,500,000 | |||||||||||||||||||||||||||||
Maximum earnout over three years | $ 32,000,000 | |||||||||||||||||||||||||||||
Contingent consideration | $ 119,000 | $ 250,000 | 119,000 | $ 250,000 | $ 250,000 | |||||||||||||||||||||||||
Goodwill | $ 468,000 | |||||||||||||||||||||||||||||
Expected tax deductible amount of goodwill | $ 0 | $ 0 | ||||||||||||||||||||||||||||
Contingent consideration period | 3 years | |||||||||||||||||||||||||||||
Acquisition earn-out/true-up expense, net | 7,000,000 | |||||||||||||||||||||||||||||
Revised fair value purchase price | $ 15,300,000 | $ 8,300,000 | ||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.82 | |||||||||||||||||||||||||||||
Preliminary fair value of earnout estimated | $ 15,500,000 | |||||||||||||||||||||||||||||
Percentage of weighted average cost of capital | 15% | |||||||||||||||||||||||||||||
Number of acres acquired | item | 250 | |||||||||||||||||||||||||||||
Fair value of assets acquired and liabilities assumed | $ 24,003,000 | $ 12,800,000 | ||||||||||||||||||||||||||||
Accounts payable | $ 743,000 | |||||||||||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Percentage of voting equity interests acquired | 34.30% | 65.70% | 34.30% | 65.70% | ||||||||||||||||||||||||||
Purchase price on cash | $ 2,400,000 | |||||||||||||||||||||||||||||
Number of common stock issued (in shares) | shares | 600,000 | |||||||||||||||||||||||||||||
Number of amendments | item | 2 | |||||||||||||||||||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 1.84 | |||||||||||||||||||||||||||||
Non-controlling interest carrying amount | $ 500,000 | $ 500,000 | ||||||||||||||||||||||||||||
Change in additional paid in capital | $ 1,100,000 | |||||||||||||||||||||||||||||
DBOT | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Percentage of voting equity interests acquired | 99% | 37% | 37% | 99% | ||||||||||||||||||||||||||
Revenue | $ 15,838 | |||||||||||||||||||||||||||||
Net income (loss) | 1,900,000 | |||||||||||||||||||||||||||||
Number of common stock issued (in shares) | shares | 1,400,000 | 4,400,000 | 0 | 13,100,000 | ||||||||||||||||||||||||||
Contingent consideration | $ 649,000 | $ 649,000 | $ 649,000 | $ 649,000 | $ 649,000 | |||||||||||||||||||||||||
Expected tax deductible amount of goodwill | 0 | 0 | ||||||||||||||||||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 2.11 | $ 2.11 | ||||||||||||||||||||||||||||
Shares in DBOT (in shares) | shares | 2,200,000 | 6,900,000 | ||||||||||||||||||||||||||||
Liability at fair value | $ 2,200,000 | 600,000 | ||||||||||||||||||||||||||||
Number of transactions | Transaction | 2 | |||||||||||||||||||||||||||||
Maximum stock price consideration (in dollars per share) | $ / shares | $ 2.11 | |||||||||||||||||||||||||||||
Lock-up period | 9 months | |||||||||||||||||||||||||||||
Liability remeasured | $ 7,300,000 | $ 7,300,000 | ||||||||||||||||||||||||||||
Loss on remeasurement | $ 1,500,000 | $ 5,100,000 | ||||||||||||||||||||||||||||
Investment fair value | $ 3,100,000 | 3,100,000 | ||||||||||||||||||||||||||||
Loss on investment | $ 3,200,000 | |||||||||||||||||||||||||||||
Number of companies operated by DBOT | company | 3 | |||||||||||||||||||||||||||||
Useful life | 20 years | |||||||||||||||||||||||||||||
DBOT | Customer List | ||||||||||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||||||||||
Useful life | 3 years |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Provisional Estimates of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 11, 2021 | Jun. 10, 2021 | Jan. 15, 2021 | Jan. 08, 2021 | Dec. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2021 | Jun. 30, 2022 | Dec. 26, 2020 | Dec. 31, 2019 | Dec. 26, 2019 | Dec. 31, 2018 | |
Assets acquired | ||||||||||||
Goodwill | $ 705 | $ 16,161 | $ 72,098 | $ 31,654 | $ 705 | |||||||
Continuing membership agreements | ||||||||||||
Purchase Price | ||||||||||||
Fair value of common stock | $ 600 | |||||||||||
Solectrac | ||||||||||||
Purchase Price | ||||||||||||
Cash paid at closing, including working capital estimates | $ 18,025 | |||||||||||
Fair value of previously held interest | 5,287 | |||||||||||
Fair value of contingent consideration | 1,640 | |||||||||||
Total purchase consideration | 24,952 | |||||||||||
Assets acquired | ||||||||||||
Current assets | 2,700 | |||||||||||
Property, plant and equipment | 30 | |||||||||||
Other assets | 45 | |||||||||||
Goodwill | 17,714 | |||||||||||
Total assets acquired | 27,049 | |||||||||||
Liabilities assumed: | ||||||||||||
Current liabilities | (509) | |||||||||||
Deferred tax liability | (1,588) | |||||||||||
Total liabilities assumed | (2,097) | |||||||||||
Net assets acquired | $ 24,952 | |||||||||||
Weighted average useful life | 7 years 4 months 24 days | |||||||||||
Solectrac | Trade name | ||||||||||||
Assets acquired | ||||||||||||
Intangible assets | $ 4,210 | |||||||||||
Liabilities assumed: | ||||||||||||
Weighted average useful life | 6 years | |||||||||||
Solectrac | Technology | ||||||||||||
Assets acquired | ||||||||||||
Intangible assets | $ 2,350 | |||||||||||
Liabilities assumed: | ||||||||||||
Weighted average useful life | 10 years | |||||||||||
US Hybrid | ||||||||||||
Purchase Price | ||||||||||||
Cash paid at closing, including working capital estimates | $ 30,139 | |||||||||||
Fair value of common stock | 20,877 | |||||||||||
Total purchase consideration | 51,016 | |||||||||||
Assets acquired | ||||||||||||
Current assets | 3,793 | |||||||||||
Property, plant and equipment | 5 | |||||||||||
Other assets | 52 | |||||||||||
Goodwill | 42,218 | |||||||||||
Total assets acquired | 53,438 | |||||||||||
Liabilities assumed: | ||||||||||||
Current liabilities | (1,602) | |||||||||||
Deferred tax liability | (820) | |||||||||||
Total liabilities assumed | (2,422) | |||||||||||
Net assets acquired | $ 51,016 | |||||||||||
Weighted average useful life | 11 years | |||||||||||
US Hybrid | Trade name | ||||||||||||
Assets acquired | ||||||||||||
Intangible assets | $ 1,740 | |||||||||||
Liabilities assumed: | ||||||||||||
Weighted average useful life | 7 years | |||||||||||
US Hybrid | Technology | ||||||||||||
Assets acquired | ||||||||||||
Intangible assets | $ 5,110 | |||||||||||
Liabilities assumed: | ||||||||||||
Weighted average useful life | 13 years | |||||||||||
US Hybrid | Non-compete | ||||||||||||
Assets acquired | ||||||||||||
Intangible assets | $ 520 | |||||||||||
Liabilities assumed: | ||||||||||||
Weighted average useful life | 5 years | |||||||||||
Timios | ||||||||||||
Purchase Price | ||||||||||||
Cash paid at closing, including working capital estimates | $ 46,576 | |||||||||||
Total purchase consideration | 46,576 | |||||||||||
Assets acquired | ||||||||||||
Current assets | 7,292 | |||||||||||
Property, plant and equipment | 429 | |||||||||||
Other assets | 48 | |||||||||||
Indefinite lived title plant | 500 | |||||||||||
Goodwill | 21,824 | |||||||||||
Total assets acquired | 56,119 | |||||||||||
Liabilities assumed: | ||||||||||||
Current liabilities | (4,306) | |||||||||||
Deferred tax liability | (5,237) | |||||||||||
Total liabilities assumed | (9,543) | |||||||||||
Net assets acquired | $ 46,576 | |||||||||||
Weighted average useful life | 10 years | |||||||||||
Timios | Trade name | ||||||||||||
Assets acquired | ||||||||||||
Intangible assets | $ 8,426 | |||||||||||
Liabilities assumed: | ||||||||||||
Weighted average useful life | 15 years | |||||||||||
Timios | Lender relationships | ||||||||||||
Assets acquired | ||||||||||||
Intangible assets | $ 16,600 | |||||||||||
Liabilities assumed: | ||||||||||||
Weighted average useful life | 7 years | |||||||||||
Timios | License content | ||||||||||||
Assets acquired | ||||||||||||
Intangible assets | $ 1,000 | |||||||||||
Liabilities assumed: | ||||||||||||
Weighted average useful life | 15 years | |||||||||||
WAVE | ||||||||||||
Purchase Price | ||||||||||||
Cash paid at closing, including working capital estimates | $ 15,000 | |||||||||||
Fair value of common stock | 28,616 | |||||||||||
Fair value of contingent consideration | 11,418 | |||||||||||
Total purchase consideration | 55,034 | |||||||||||
Assets acquired | ||||||||||||
Current assets | 2,820 | |||||||||||
Goodwill | 35,689 | |||||||||||
Total assets acquired | 64,139 | |||||||||||
Liabilities assumed: | ||||||||||||
Current liabilities | (4,578) | |||||||||||
Deferred tax liability | (4,527) | |||||||||||
Total liabilities assumed | (9,105) | |||||||||||
Net assets acquired | $ 55,034 | |||||||||||
Weighted average useful life | 14 years 6 months | |||||||||||
WAVE | Trade name | ||||||||||||
Assets acquired | ||||||||||||
Intangible assets | $ 12,630 | |||||||||||
Liabilities assumed: | ||||||||||||
Weighted average useful life | 15 years | |||||||||||
WAVE | Patent | ||||||||||||
Assets acquired | ||||||||||||
Intangible assets | $ 13,000 | |||||||||||
Liabilities assumed: | ||||||||||||
Weighted average useful life | 14 years | |||||||||||
Tree Technologies | ||||||||||||
Purchase Price | ||||||||||||
Fair value of common stock | $ 11,300 | 11,300 | ||||||||||
Assets acquired | ||||||||||||
Land use rights | $ 27,140 | |||||||||||
Accounts payable | (743) | |||||||||||
Noncontrolling interest | (15,452) | |||||||||||
Goodwill | 468 | |||||||||||
Marketing and distribution agreement | 12,590 | |||||||||||
Liabilities assumed: | ||||||||||||
Fair value of assets acquired and liabilities assumed | $ 12,800 | $ 24,003 | ||||||||||
DBOT | ||||||||||||
Purchase Price | ||||||||||||
Cash | 247 | |||||||||||
Other financial assets | 1,686 | |||||||||||
Financial liabilities | (4,411) | |||||||||||
Assets acquired | ||||||||||||
Noncontrolling interest | (105) | |||||||||||
Goodwill | 9,324 | |||||||||||
Total assets acquired | 15,055 | |||||||||||
DBOT | Continuing membership agreements | ||||||||||||
Assets acquired | ||||||||||||
Intangible assets | 8,255 | |||||||||||
DBOT | Customer List | ||||||||||||
Assets acquired | ||||||||||||
Intangible assets | $ 59 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
2022 remaining | $ 6,347 | $ 4,199 | |
2023 | 6,202 | 4,183 | |
2024 | 5,500 | 3,918 | |
2025 | 5,546 | 3,454 | |
2026 | 3,404 | ||
2027 and beyond | 22,857 | ||
Total | 83,842 | 42,015 | $ 29,652 |
Acquisitions In 2021 | |||
Business Acquisition [Line Items] | |||
2022 remaining | 932 | 6,511 | |
2023 | 933 | 6,511 | |
2024 | 933 | 6,511 | |
2025 | 933 | 6,511 | |
2026 | 6,511 | ||
2027 and beyond | 27,473 | ||
Total | $ 9,493 | $ 60,028 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||||||
Total revenue | $ 34,202 | $ 31,853 | $ 59,593 | $ 66,289 | $ 117,617 | $ 114,588 | |
Net loss attributable to IDEX common shareholders | $ (36,565) | $ (8,135) | $ (66,706) | $ (20,145) | $ (257,281) | $ (94,097) | |
Earnings (loss) per share | |||||||
Basic (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.13) | $ (0.05) | $ (0.57) | $ (0.40) | |
Diluted (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.13) | $ (0.05) | $ (0.57) | $ (0.40) | |
Weighted average shares outstanding | |||||||
Basic (in shares) | 497,792,525 | 438,269,237 | 497,577,331 | 418,089,587 | 447,829,204 | 232,707,448 | |
Diluted (in shares) | 497,792,525 | 438,269,237 | 497,577,331 | 418,089,587 | 447,829,204 | 232,707,448 | |
DBOT | |||||||
Business Acquisition [Line Items] | |||||||
Total revenue | $ 44,675 | ||||||
Net loss attributable to IDEX common shareholders | $ (99,417) |
Accounts Receivable - Accounts
Accounts Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | |||
Accounts receivable, gross | $ 8,192 | $ 4,945 | $ 8,619 |
Less: allowance for doubtful accounts | (1,535) | (1,607) | (1,219) |
Accounts receivable, net | $ 6,657 | $ 3,338 | $ 7,400 |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Taxi commission revenue receivables | $ 1,200 | $ 1,300 | |||
Changes in the allowance for doubtful accounts | 0 | 350 | $ 1,219 | $ 0 | |
Accounts receivable | 1,535 | 1,607 | 1,219 | $ 0 | $ 0 |
Guizhou Qianxi Green Environmentally Friendly Taxi Service Co | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Taxi commission revenue receivables | 1,300 | 1,200 | |||
Changes in the allowance for doubtful accounts | $ 0 | 400 | 400 | ||
Accounts receivable | $ 1,200 | $ 1,200 |
Accounts Receivable - Allowance
Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at the beginning of the period | $ (1,607) | $ (1,219) | $ 0 | $ 0 |
Increase in the allowance for doubtful accounts | 0 | (350) | (1,219) | 0 |
Effect of change in foreign currency exchange rates | 72 | (38) | 0 | 0 |
Balance at the end of the period | $ (1,535) | $ (1,607) | $ (1,219) | $ 0 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, net (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 9,267,000 | $ 3,738,000 | $ 790,000 |
Less: accumulated depreciation | (949,000) | (833,000) | (460,000) |
Property and equipment, net | 8,318,000 | 2,905,000 | 330,000 |
Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 2,426,000 | 1,432,000 | 315,000 |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 994,000 | 900,000 | 229,000 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 3,105,000 | 581,000 | 246,000 |
Shop equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 825,000 | 0 | |
Land | Fintech Village | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 0 | 2,750,000 | |
Retirement asset costs - environmental remediation | Fintech Village | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 0 | 4,500,000 | |
Fintech Village | |||
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | 0 | ||
Fintech Village | Fintech Village | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 0 | $ 7,250,000 |
Property and Equipment net - Ad
Property and Equipment net - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Oct. 10, 2018 USD ($) a | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Jan. 28, 2021 USD ($) a | |
Property and Equipment net | |||||||||
Depreciation expense | $ 600 | $ 100 | $ 900 | $ 200 | $ 500 | $ 100 | $ 100 | ||
Asset retirement obligations | $ 8,000 | 0 | 4,653 | ||||||
Asset impairments | $ 653 | $ 0 | 172,540 | $ 51,319 | 73,669 | ||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Fintech Village | |||||||||
Property and Equipment net | |||||||||
Sale of discontinued operation | 2,800 | $ 2,800 | |||||||
Incurred commissions and fees | 200 | $ 200 | |||||||
Land and Building | |||||||||
Property and Equipment net | |||||||||
Asset retirement obligations | 2,000 | 1,500 | |||||||
Capitalized cost related to the legal and architect costs | 2,700 | ||||||||
Building | |||||||||
Property and Equipment net | |||||||||
Asset impairments | 300 | $ 2,300 | |||||||
Land | |||||||||
Property and Equipment net | |||||||||
Asset impairments | $ 300 | ||||||||
University of Connecticut | |||||||||
Property and Equipment net | |||||||||
Area of property (in acres) | a | 58 | 58 | |||||||
Purchase price | $ 5,200 |
Property and Equipment, net - A
Property and Equipment, net - Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning balance | $ 4,653 | $ 5,094 |
Liabilities Incurred | 0 | 0 |
Remediation Performed | 0 | (441) |
Accretion Expense | 0 | 0 |
Derecognition | (4,653) | 0 |
Ending balance | $ 0 | $ 4,653 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Oct. 29, 2019 $ / shares | Oct. 28, 2019 $ / shares | Dec. 31, 2019 $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2019 USD ($) | Mar. 31, 2019 shares | Jun. 30, 2022 USD ($) item segment | Dec. 31, 2021 USD ($) item segment shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) shares | |
Intangible Assets [Line Items] | |||||||||||
Number of operating segments | segment | 1 | 1 | |||||||||
Number of reporting units | item | 7 | 7 | |||||||||
Common stock issuance for acquisitions, investments, and assets (in shares) | shares | 11.3 | 7.4 | |||||||||
Asset impairment | $ 572 | $ 653 | $ 71,070 | $ 33,230 | $ 73,669 | ||||||
Asset impairment | 13,900 | 20,500 | 66,800 | ||||||||
Amortization expense relating to intangible assets | $ 1,700 | $ 1,000 | $ 5,500 | $ 5,200 | 2,100 | ||||||
GTB Tokens | |||||||||||
Intangible Assets [Line Items] | |||||||||||
Common stock issuance for acquisitions, investments, and assets (in shares) | shares | 8.3 | ||||||||||
Quote price of GTB (in dollars per share) | $ / shares | $ 1.84 | $ 17 | $ 0.23 | ||||||||
Asset impairment | $ 61,100 | $ 61,100 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Goodwill Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||||||
Beginning balance | $ 16,161 | $ 705 | $ 31,654 | $ 705 | ||
Measurement period adjustments | 186 | (12,848) | ||||
Effect of change in foreign currency exchange rates | (2,752) | (1) | (12) | |||
Impairment loss | $ (5,600) | (101,470) | (18,089) | 0 | ||
Acquisitions | 58,689 | 117,445 | 30,949 | |||
Disposal of Grapevine | (704) | |||||
Ending balance | $ 72,098 | 72,098 | 16,161 | 705 | 31,654 | |
Impairment loss of intangible assets | 572 | 653 | 71,070 | 33,230 | 73,669 | |
Adjustments | ||||||
Goodwill [Roll Forward] | ||||||
Beginning balance | (460) | |||||
Impairment loss | (8,766) | |||||
Ending balance | (460) | |||||
Timios Reporting Unit | ||||||
Goodwill [Roll Forward] | ||||||
Impairment loss | (5,600) | |||||
Amount of fair value in excess of carrying amount | $ 19,500 | 19,500 | $ 19,500 | |||
Timios Reporting Unit | Trade name | ||||||
Goodwill [Roll Forward] | ||||||
Impairment loss | (700) | (700) | ||||
Timios Reporting Unit | Lender relationships | ||||||
Goodwill [Roll Forward] | ||||||
Impairment loss | $ (13,200) | (13,200) | ||||
DBOT | ||||||
Goodwill [Roll Forward] | ||||||
Impairment loss of intangible assets | 9,300 | |||||
Tree Technologies | Adjustments | ||||||
Goodwill [Roll Forward] | ||||||
Beginning balance | $ 8,300 | |||||
Ending balance | $ 8,300 | |||||
WAVE | ||||||
Goodwill [Roll Forward] | ||||||
Impairment loss | (35,700) | |||||
US Hybrid | ||||||
Goodwill [Roll Forward] | ||||||
Impairment loss | (42,200) | |||||
Solectrac | ||||||
Goodwill [Roll Forward] | ||||||
Impairment loss | $ (17,700) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortizing and Indefinite-lived Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Jan. 15, 2021 | Jan. 01, 2021 | Sep. 30, 2019 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 11, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Jan. 08, 2021 | Dec. 26, 2019 | Jul. 31, 2019 | Jun. 30, 2019 | Sep. 04, 2018 | |
Amortizing Intangible Assets | ||||||||||||||||||||||
Gross Carrying Amount | $ 103,654,000 | $ 98,775,000 | $ 31,378,000 | $ 103,654,000 | $ 98,775,000 | $ 31,378,000 | ||||||||||||||||
Accumulated Amortization | (6,129,000) | (6,142,000) | (1,726,000) | (6,129,000) | (6,142,000) | (1,726,000) | ||||||||||||||||
Impairment Loss | (13,683,000) | (50,618,000) | (13,683,000) | (50,618,000) | ||||||||||||||||||
Total | 83,842,000 | 42,015,000 | 29,652,000 | 83,842,000 | 42,015,000 | 29,652,000 | ||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Gross Carrying Amount | 104,185,000 | 99,306,000 | 31,431,000 | 104,185,000 | 99,306,000 | 31,431,000 | ||||||||||||||||
Net Balance | 84,367,000 | $ 42,546,000 | 29,705,000 | 84,367,000 | 42,546,000 | 29,705,000 | ||||||||||||||||
Impairment loss of intangible assets | $ 572,000 | $ 653,000 | 71,070,000 | $ 33,230,000 | $ 73,669,000 | |||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Percentage of ownership interest | 100% | 100% | 100% | |||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Percentage of ownership interest acquired | 65.70% | 34.30% | 65.70% | |||||||||||||||||||
DBOT | ||||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Impairment loss of intangible assets | $ 9,300,000 | |||||||||||||||||||||
Intangible assets acquired | $ 8,300,000 | $ 8,300,000 | ||||||||||||||||||||
Percentage of ownership interest acquired | 99% | 37% | 99% | 37% | 99% | |||||||||||||||||
Tree Technologies | ||||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Fair value of previously held interest | $ 11,300,000 | $ 11,300,000 | ||||||||||||||||||||
Percentage of ownership interest acquired | 51% | 51% | 51% | 51% | 51% | 51% | 51% | |||||||||||||||
WAVE | ||||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Fair value of previously held interest | $ 28,616,000 | |||||||||||||||||||||
Percentage of ownership interest acquired | 100% | 100% | ||||||||||||||||||||
Solectrac | ||||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Percentage of ownership interest acquired | 78.60% | |||||||||||||||||||||
Percent of battery power | 100% | 100% | 100% | 100% | ||||||||||||||||||
Timios Holdings Corp [Member] | ||||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Percentage of ownership interest acquired | 100% | |||||||||||||||||||||
Title Plant | ||||||||||||||||||||||
Indefinite lived intangible assets | ||||||||||||||||||||||
Net Balance | $ 500,000 | $ 500,000 | ||||||||||||||||||||
Website name | ||||||||||||||||||||||
Indefinite lived intangible assets | ||||||||||||||||||||||
Net Balance | $ 25,000 | 25,000 | $ 25,000 | $ 25,000 | 25,000 | $ 25,000 | ||||||||||||||||
Title License | ||||||||||||||||||||||
Indefinite lived intangible assets | ||||||||||||||||||||||
Net Balance | 0 | 6,000 | 0 | 6,000 | ||||||||||||||||||
Patent | ||||||||||||||||||||||
Indefinite lived intangible assets | ||||||||||||||||||||||
Net Balance | 0 | 0 | 28,000 | $ 0 | $ 0 | 28,000 | ||||||||||||||||
GTB Tokens | ||||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Impairment loss of intangible assets | $ 61,100,000 | $ 61,100,000 | ||||||||||||||||||||
Influencer network | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 0 years | |||||||||||||||||||||
Gross Carrying Amount | 1,137,000 | 1,137,000 | ||||||||||||||||||||
Accumulated Amortization | (462,000) | (462,000) | ||||||||||||||||||||
Total | 675,000 | 675,000 | ||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Impairment loss of intangible assets | $ 800,000 | |||||||||||||||||||||
Customer contract | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 0 years | |||||||||||||||||||||
Gross Carrying Amount | 500,000 | 500,000 | ||||||||||||||||||||
Accumulated Amortization | (389,000) | (389,000) | ||||||||||||||||||||
Total | 111,000 | 111,000 | ||||||||||||||||||||
Continuing membership agreements | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 17 years | 17 years 6 months | ||||||||||||||||||||
Gross Carrying Amount | 1,179,000 | 1,179,000 | 1,179,000 | $ 1,179,000 | $ 1,179,000 | 1,179,000 | ||||||||||||||||
Accumulated Amortization | (665,000) | (649,000) | (619,000) | (665,000) | (649,000) | (619,000) | ||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||||
Total | 514,000 | 530,000 | 560,000 | 514,000 | $ 530,000 | 560,000 | ||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Impairment loss of intangible assets | $ 7,100,000 | |||||||||||||||||||||
Fair value of previously held interest | 600,000 | |||||||||||||||||||||
Continuing membership agreements | DBOT | ||||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Impairment loss of intangible assets | $ 30,000 | $ 30,000,000 | ||||||||||||||||||||
Patents, trademarks and brands | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 38 years 2 months 12 days | 57 years | ||||||||||||||||||||
Gross Carrying Amount | 22,509,000 | 39,820,000 | 110,000 | 22,509,000 | $ 39,820,000 | 110,000 | ||||||||||||||||
Accumulated Amortization | (1,050,000) | (2,715,000) | (17,000) | (1,050,000) | (2,715,000) | (17,000) | ||||||||||||||||
Impairment Loss | (1,132,000) | (30,492,000) | (1,132,000) | (30,492,000) | ||||||||||||||||||
Total | 20,327,000 | 6,613,000 | 93,000 | $ 20,327,000 | $ 6,613,000 | 93,000 | ||||||||||||||||
Technology platform | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 2 years | 0 years | ||||||||||||||||||||
Gross Carrying Amount | 290,000 | 290,000 | ||||||||||||||||||||
Accumulated Amortization | (97,000) | (97,000) | ||||||||||||||||||||
Total | 193,000 | 193,000 | ||||||||||||||||||||
Land use rights | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 96 years 6 months | 97 years | ||||||||||||||||||||
Gross Carrying Amount | 25,672,000 | 27,102,000 | 28,162,000 | $ 25,672,000 | $ 27,102,000 | 28,162,000 | ||||||||||||||||
Accumulated Amortization | (519,000) | (411,000) | (142,000) | (519,000) | (411,000) | (142,000) | ||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||||
Total | 25,153,000 | 26,691,000 | $ 28,020,000 | $ 25,153,000 | $ 26,691,000 | 28,020,000 | ||||||||||||||||
Licenses | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 13 years 6 months | 14 years | ||||||||||||||||||||
Gross Carrying Amount | 1,000,000 | 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Accumulated Amortization | (99,000) | (65,000) | (99,000) | (65,000) | ||||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||||
Total | 901,000 | 935,000 | $ 901,000 | $ 935,000 | ||||||||||||||||||
Lender relationships | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 5 years 6 months | 6 years | ||||||||||||||||||||
Gross Carrying Amount | 16,600,000 | 16,600,000 | $ 16,600,000 | $ 16,600,000 | ||||||||||||||||||
Accumulated Amortization | (1,836,000) | (1,638,000) | (1,836,000) | (1,638,000) | ||||||||||||||||||
Impairment Loss | (12,551,000) | (12,550,000) | (12,551,000) | (12,550,000) | ||||||||||||||||||
Total | 2,213,000 | 2,412,000 | $ 2,213,000 | $ 2,412,000 | ||||||||||||||||||
Internally developed software | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 2 years 1 month 6 days | 2 years 7 months 6 days | ||||||||||||||||||||
Gross Carrying Amount | 765,000 | 452,000 | $ 765,000 | $ 452,000 | ||||||||||||||||||
Accumulated Amortization | (149,000) | (76,000) | (149,000) | (76,000) | ||||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||||
Total | 616,000 | 376,000 | $ 616,000 | $ 376,000 | ||||||||||||||||||
Software | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 11 years 8 months 12 days | 13 years 8 months 12 days | ||||||||||||||||||||
Gross Carrying Amount | 4,491,000 | 4,492,000 | $ 4,491,000 | $ 4,492,000 | ||||||||||||||||||
Accumulated Amortization | (736,000) | (178,000) | (736,000) | (178,000) | ||||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||||
Total | 3,755,000 | 4,314,000 | $ 3,755,000 | $ 4,314,000 | ||||||||||||||||||
Non-compete | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 0 years | 4 years 6 months | ||||||||||||||||||||
Gross Carrying Amount | 0 | 520,000 | $ 0 | $ 520,000 | ||||||||||||||||||
Accumulated Amortization | (57,000) | (57,000) | ||||||||||||||||||||
Impairment Loss | 0 | (463,000) | 0 | (463,000) | ||||||||||||||||||
Total | 0 | 0 | $ 0 | $ 0 | ||||||||||||||||||
Technology | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 7 years 8 months 12 days | 21 years 10 months 24 days | ||||||||||||||||||||
Gross Carrying Amount | 17,730,000 | 7,460,000 | $ 17,730,000 | $ 7,460,000 | ||||||||||||||||||
Accumulated Amortization | (692,000) | (347,000) | (692,000) | (347,000) | ||||||||||||||||||
Impairment Loss | 0 | (7,113,000) | 0 | (7,113,000) | ||||||||||||||||||
Total | 17,038,000 | 0 | $ 17,038,000 | $ 0 | ||||||||||||||||||
Assembled workforce | ||||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||||
Weight Average Remaining Useful Life | 1 year 4 months 24 days | 1 year 10 months 24 days | ||||||||||||||||||||
Gross Carrying Amount | 150,000 | 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||
Accumulated Amortization | (44,000) | (6,000) | (44,000) | (6,000) | ||||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||||
Total | $ 106,000 | 144,000 | $ 106,000 | $ 144,000 | ||||||||||||||||||
Marketing and distribution agreement | ||||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||||
Impairment loss of intangible assets | $ 12,500,000 | $ 12,500,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Amortization Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2023 | $ 6,347 | $ 4,199 | |
2023 | 6,202 | 4,183 | |
2024 | 5,500 | 3,918 | |
2025 | 5,546 | 3,454 | |
2026 | 3,404 | ||
2027 | 22,857 | ||
Total | $ 83,842 | $ 42,015 | $ 29,652 |
Long-term Investments - Composi
Long-term Investments - Composition of Long-term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Investments, Debt and Equity Securities [Abstract] | ||||
Non-marketable equity investments | $ 10,569 | $ 7,500 | $ 4,787 | |
Equity method investments | 14,949 | 28,088 | 3,700 | $ 17,881 |
Total | $ 25,518 | $ 35,588 | $ 8,487 |
Long-term Investments - Additio
Long-term Investments - Additional Information (Details) € / shares in Units, $ / shares in Units, € in Millions | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Aug. 13, 2021 USD ($) | Aug. 13, 2021 EUR (€) | Aug. 02, 2021 USD ($) shares | Aug. 02, 2021 EUR (€) shares | Jul. 26, 2021 USD ($) | Jun. 11, 2021 USD ($) | Apr. 20, 2021 USD ($) $ / shares shares | Mar. 03, 2021 USD ($) $ / shares shares | Nov. 19, 2020 USD ($) $ / shares shares | Oct. 22, 2020 USD ($) $ / shares shares | Jul. 18, 2019 USD ($) $ / shares shares | Apr. 24, 2018 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) area $ / shares | Jun. 30, 2022 USD ($) item | Aug. 13, 2021 USD ($) | Aug. 13, 2021 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) $ / shares | Dec. 31, 2018 item | Dec. 31, 2021 EUR (€) | Oct. 19, 2021 | Aug. 13, 2021 EUR (€) | Jun. 30, 2021 | Apr. 21, 2021 | Mar. 31, 2021 | Mar. 03, 2021 EUR (€) € / shares | Jan. 28, 2021 USD ($) item | Jan. 28, 2021 EUR (€) item | Dec. 20, 2019 USD ($) | Dec. 20, 2019 EUR (€) | Jun. 30, 2019 | |
Long-term Investments | ||||||||||||||||||||||||||||||||
Dividends received | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||||
Investment cost | $ 1,300,000 | |||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.23 | $ 0.23 | ||||||||||||||||||||||||||||||
Equity method investments | $ 17,881,000 | 14,949,000 | 28,088,000 | 3,700,000 | $ 17,881,000 | |||||||||||||||||||||||||||
Initial investment | $ 127,000 | 38,070,000 | 2,600,000 | |||||||||||||||||||||||||||||
Number of seats on the board of directors | item | 4 | 4 | 4 | |||||||||||||||||||||||||||||
Impairment of equity method investments | 7,864,000 | 16,650,000 | 13,100,000 | |||||||||||||||||||||||||||||
Solectrac | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Shares acquired (in shares) | shares | 1,400,000 | |||||||||||||||||||||||||||||||
Percentage of shares acquired | 15% | |||||||||||||||||||||||||||||||
Purchase price (in dollars per share) | $ / shares | $ 0.91 | |||||||||||||||||||||||||||||||
Additional share price (in dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||||||||||||
FNL | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Common stock issued to equity method investee (in shares) | shares | 100,000 | |||||||||||||||||||||||||||||||
Shares subscribed but not issued (in shares) | shares | 600,000 | |||||||||||||||||||||||||||||||
Equity investment conversion (in shares) | shares | 30,902 | |||||||||||||||||||||||||||||||
Common Stock | FNL | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 8.09 | |||||||||||||||||||||||||||||||
Conversion amount for future equity | $ 250,000,000 | |||||||||||||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Percentage of ownership interest | 100% | 100% | 100% | |||||||||||||||||||||||||||||
FNL | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Percentage of ownership interest | 29% | 29% | 29% | |||||||||||||||||||||||||||||
Cash | FNL | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Equity method investments | $ 2,900,000 | |||||||||||||||||||||||||||||||
Solectrac | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Shares acquired (in shares) | shares | 1,300,000 | |||||||||||||||||||||||||||||||
Equity method investment | $ 1,300,000 | |||||||||||||||||||||||||||||||
Ownership percentage, equity method | 24.30% | 24.30% | ||||||||||||||||||||||||||||||
Equity method investments | 0 | 0 | 2,556,000 | 0 | ||||||||||||||||||||||||||||
Initial investment | 0 | 2,600,000 | ||||||||||||||||||||||||||||||
Impairment of equity method investments | 0 | 0 | ||||||||||||||||||||||||||||||
Energica Investment | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Equity method investment | $ 13,600,000 | € 10.1 | ||||||||||||||||||||||||||||||
Ownership percentage, equity method | 20% | 20% | ||||||||||||||||||||||||||||||
Equity method investment (in shares) | shares | 6,100,000 | |||||||||||||||||||||||||||||||
Share price (in dollars per share) | (per share) | $ 2.21 | € 1.78 | ||||||||||||||||||||||||||||||
Selling restriction period | 90 days | |||||||||||||||||||||||||||||||
Carrying amount of equity investment sold | $ 10,900,000 | 11,000,000 | ||||||||||||||||||||||||||||||
Investment fair value | 22,500,000 | 21,800,000 | ||||||||||||||||||||||||||||||
MDI Fund | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Equity method investment | $ 25,000,000 | |||||||||||||||||||||||||||||||
Equity method investments | 3,815,000 | 3,765,000 | 0 | |||||||||||||||||||||||||||||
Initial investment | $ 600,000 | $ 127,000 | 4,646,000 | |||||||||||||||||||||||||||||
Impairment of equity method investments | 0 | |||||||||||||||||||||||||||||||
TM2 | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Ownership percentage, equity method | 10% | 10% | 10% | |||||||||||||||||||||||||||||
Equity method investments | 1,227,000 | 0 | 1,144,000 | 1,227,000 | ||||||||||||||||||||||||||||
Initial investment | 7,226,000 | 0 | ||||||||||||||||||||||||||||||
Number of seats on the board of directors | item | 1 | 1 | 1 | |||||||||||||||||||||||||||||
Impairment of equity method investments | 7,864,000 | 0 | ||||||||||||||||||||||||||||||
PEA | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Ownership percentage, equity method | 30% | 30% | ||||||||||||||||||||||||||||||
Equity method investment (in shares) | shares | 11,175 | 11,175 | ||||||||||||||||||||||||||||||
Equity method investments | $ 8,772,000 | 9,138,000 | 0 | |||||||||||||||||||||||||||||
Initial investment | $ 9,100,000 | € 7.5 | 9,138,000 | |||||||||||||||||||||||||||||
Impairment of equity method investments | $ 0 | |||||||||||||||||||||||||||||||
Intelligenta | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Ownership percentage, equity method | 20% | 60% | 60% | |||||||||||||||||||||||||||||
Equity method investments | 9,800,000 | 0 | 9,800,000 | |||||||||||||||||||||||||||||
Initial investment | 0 | |||||||||||||||||||||||||||||||
Impairment of equity method investments | 9,800,000 | |||||||||||||||||||||||||||||||
Seasail | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Ownership percentage, equity method | 40% | |||||||||||||||||||||||||||||||
Glory | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Equity method investments | $ 6,854,000 | 0 | 6,854,000 | |||||||||||||||||||||||||||||
Initial investment | 0 | |||||||||||||||||||||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 2 | |||||||||||||||||||||||||||||||
Impairment of equity method investments | 6,850,000 | 13,100,000 | ||||||||||||||||||||||||||||||
Glory | Scenario, Plan | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 1.64 | |||||||||||||||||||||||||||||||
FNL | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Equity method investments | 2,362,000 | $ 2,856,000 | 0 | |||||||||||||||||||||||||||||
Initial investment | 3,505,000 | |||||||||||||||||||||||||||||||
Impairment of equity method investments | 0 | |||||||||||||||||||||||||||||||
Non Marketable Equity Investments | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Impairment loss with respect to one non-marketable equity investment | $ 0 | 4,500,000 | $ 200,000 | 3,000,000 | ||||||||||||||||||||||||||||
Non Marketable Equity Investments | TM2 | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Equity method investment | $ 5,900,000 | $ 5,900,000 | € 5 | $ 1,800,000 | € 1.5 | |||||||||||||||||||||||||||
Increase in investment | 4,100,000 | € 3.5 | 4,100,000 | € 3.5 | ||||||||||||||||||||||||||||
Threshold of equity financing | $ 6,800,000 | $ 6,800,000 | € 5 | $ 6,800,000 | € 5 | |||||||||||||||||||||||||||
Pre-investment valuation amount | $ 11,100,000 | € 10 | ||||||||||||||||||||||||||||||
Current valuation amount | 12,500,000 | € 11 | $ 12,500,000 | € 11 | ||||||||||||||||||||||||||||
Solectrac | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Shares acquired (in shares) | shares | 1,300,000 | |||||||||||||||||||||||||||||||
Purchase price (in dollars per share) | $ / shares | $ 0.91 | |||||||||||||||||||||||||||||||
Equity method investment | $ 1,300,000 | |||||||||||||||||||||||||||||||
Additional share price (in dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 17,700,000 | |||||||||||||||||||||||||||||||
Equity ownership percentage | 100% | |||||||||||||||||||||||||||||||
Purchase price | $ 24,952,000 | |||||||||||||||||||||||||||||||
Percentage of ownership interest acquired | 78.60% | |||||||||||||||||||||||||||||||
Intelligenta | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 2,000,000 | |||||||||||||||||||||||||||||||
Number of unrelated party | item | 2 | |||||||||||||||||||||||||||||||
Purchase price | 9,800,000 | $ 9,800,000 | ||||||||||||||||||||||||||||||
Fair value of previously held interest | $ 7,800,000 | |||||||||||||||||||||||||||||||
Share price of capital stock issued (in dollars per share) | $ / shares | $ 2.60 | |||||||||||||||||||||||||||||||
Number of common stock issued (in shares) | shares | 3,000,000 | |||||||||||||||||||||||||||||||
Glory | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Fair value of previously held interest | $ 24,400,000 | |||||||||||||||||||||||||||||||
Number of common stock issued (in shares) | shares | 12,200,000 | |||||||||||||||||||||||||||||||
Percentage of ownership interest acquired | 34% | |||||||||||||||||||||||||||||||
Allocation of consideration to equity method investment | 23,000,000 | |||||||||||||||||||||||||||||||
Allocation of consideration to call option | 1,400,000 | |||||||||||||||||||||||||||||||
Glory | Scenario, Plan | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Fair value of previously held interest | $ 20,000,000 | |||||||||||||||||||||||||||||||
Allocation of consideration to equity method investment | 20,000,000 | |||||||||||||||||||||||||||||||
Allocation of consideration to call option | $ 0 | |||||||||||||||||||||||||||||||
Glory | Bigfair | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Percentage of ownership interest acquired | 51% | |||||||||||||||||||||||||||||||
Bigfair | Call option | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Fair value of previously held interest | $ 13,200,000 | |||||||||||||||||||||||||||||||
Percentage of ownership interest acquired | 40% | |||||||||||||||||||||||||||||||
Tree Technologies | ||||||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||||||
Percentage of ownership interest acquired | 51% | 51% | ||||||||||||||||||||||||||||||
Number of acres | area | 250 |
Long-term Investments - Equity
Long-term Investments - Equity Method Investments (Details) $ in Thousands, € in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Aug. 02, 2021 USD ($) | Aug. 02, 2021 EUR (€) | Jul. 26, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | $ 28,088 | $ 3,700 | $ 3,700 | $ 17,881 | ||||||
Initial investment | 127 | 38,070 | 2,600 | |||||||
Equity in gain (loss) of equity method investees | $ (589) | $ (461) | (1,928) | (615) | (3,665) | (131) | ||||
Reclassification to subsidiaries | (11,298) | (2,372) | 0 | |||||||
Impairment losses | (7,864) | (16,650) | $ (13,100) | |||||||
Reclassification to equity method investee | 250 | 0 | ||||||||
Dilution loss due to investee share issuance | (31) | 0 | ||||||||
Ending balance | 14,949 | 14,949 | 28,088 | 3,700 | 17,881 | |||||
Solectrac | ||||||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | 0 | 2,556 | 2,556 | 0 | ||||||
Initial investment | 0 | 2,600 | ||||||||
Equity in gain (loss) of equity method investees | (153) | (44) | ||||||||
Reclassification to subsidiaries | (2,372) | 0 | ||||||||
Impairment losses | 0 | 0 | ||||||||
Reclassification to equity method investee | 0 | 0 | ||||||||
Dilution loss due to investee share issuance | (31) | 0 | ||||||||
Ending balance | 0 | 2,556 | 0 | |||||||
Energica | ||||||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | 12,329 | 0 | 0 | |||||||
Initial investment | 13,555 | |||||||||
Equity in gain (loss) of equity method investees | (1,031) | (1,226) | ||||||||
Reclassification to subsidiaries | (11,298) | 0 | ||||||||
Impairment losses | 0 | |||||||||
Reclassification to equity method investee | 0 | |||||||||
Dilution loss due to investee share issuance | 0 | |||||||||
Ending balance | 12,329 | 0 | ||||||||
FNL | ||||||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | 2,856 | 0 | 0 | |||||||
Initial investment | 3,505 | |||||||||
Equity in gain (loss) of equity method investees | (454) | (899) | ||||||||
Reclassification to subsidiaries | 0 | |||||||||
Impairment losses | 0 | |||||||||
Reclassification to equity method investee | 250 | |||||||||
Dilution loss due to investee share issuance | 0 | |||||||||
Ending balance | 2,362 | 2,362 | 2,856 | 0 | ||||||
MDI Fund | ||||||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | 3,765 | 0 | 0 | |||||||
Initial investment | $ 600 | 127 | 4,646 | |||||||
Equity in gain (loss) of equity method investees | (77) | (881) | ||||||||
Reclassification to subsidiaries | 0 | |||||||||
Impairment losses | 0 | |||||||||
Reclassification to equity method investee | 0 | |||||||||
Dilution loss due to investee share issuance | 0 | |||||||||
Ending balance | 3,815 | 3,815 | 3,765 | 0 | ||||||
TM2 | ||||||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | 0 | 1,144 | 1,144 | 1,227 | ||||||
Initial investment | 7,226 | 0 | ||||||||
Equity in gain (loss) of equity method investees | (506) | (83) | ||||||||
Reclassification to subsidiaries | 0 | 0 | ||||||||
Impairment losses | (7,864) | 0 | ||||||||
Reclassification to equity method investee | 0 | 0 | ||||||||
Dilution loss due to investee share issuance | 0 | 0 | ||||||||
Ending balance | 0 | 1,144 | 1,227 | |||||||
Intelligenta | ||||||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | 0 | 0 | 9,800 | |||||||
Initial investment | 0 | |||||||||
Equity in gain (loss) of equity method investees | 0 | |||||||||
Reclassification to subsidiaries | 0 | |||||||||
Impairment losses | (9,800) | |||||||||
Reclassification to equity method investee | 0 | |||||||||
Dilution loss due to investee share issuance | 0 | |||||||||
Ending balance | 0 | 9,800 | ||||||||
Glory | ||||||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | 0 | 0 | 6,854 | |||||||
Initial investment | 0 | |||||||||
Equity in gain (loss) of equity method investees | (4) | |||||||||
Reclassification to subsidiaries | 0 | |||||||||
Impairment losses | (6,850) | (13,100) | ||||||||
Reclassification to equity method investee | 0 | |||||||||
Dilution loss due to investee share issuance | 0 | |||||||||
Ending balance | 0 | $ 6,854 | ||||||||
PEA | ||||||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | 9,138 | $ 0 | 0 | |||||||
Initial investment | $ 9,100 | € 7.5 | 9,138 | |||||||
Equity in gain (loss) of equity method investees | (366) | 0 | ||||||||
Reclassification to subsidiaries | 0 | |||||||||
Impairment losses | 0 | |||||||||
Reclassification to equity method investee | 0 | |||||||||
Dilution loss due to investee share issuance | 0 | |||||||||
Ending balance | $ 8,772 | $ 8,772 | $ 9,138 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | Jun. 30, 2020 USD ($) lease | Mar. 31, 2020 USD ($) lease | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) lease | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Operating Leased Assets [Line Items] | ||||||||||
Operating right of use assets | $ 17,740 | $ 17,740 | $ 12,827 | $ 155 | ||||||
Operating lease liability | $ 17,564 | $ 17,564 | $ 12,733 | 100 | ||||||
Weighted-average remaining lease term (in years) | 5 years 7 months 6 days | 5 years 7 months 6 days | 4 years 2 months 12 days | |||||||
Average discount rate (as a percent) | 4.90% | 4.90% | 5.20% | |||||||
Gain on settlement | $ 0 | 5,926 | $ 0 | |||||||
Operating lease liability-long term | $ 13,638 | $ 13,638 | 9,647 | 19 | ||||||
Current portion of operating lease liabilities | 3,926 | 3,926 | 3,086 | 115 | ||||||
Operating cash flows from operating leases | 1,172 | $ 311 | 2,215 | $ 476 | 1,856 | 991 | 1,407 | |||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 150 | 2,955 | $ 6,895 | $ 4,718 | $ 14,293 | $ 486 | $ 935 | |||
Promissory Note | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Operating right of use assets | $ 100 | |||||||||
Notes Payable, Other Payables | Lease Settlement Payable | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Interest rate of convertible note | 4% | |||||||||
New York City Headquarter | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Operating lease liability | $ 6,400 | |||||||||
Number of leases | lease | 2 | 2 | ||||||||
Impairment loss | $ 5,300 | $ 100 | ||||||||
Gain on settlement | 4,900 | |||||||||
Operating lease liability-long term | 5,800 | |||||||||
Current portion of operating lease liabilities | 600 | |||||||||
Operating cash flows from operating leases | $ 1,500 | |||||||||
Terminated and Vacated Lease | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Operating lease liability | $ 900 | |||||||||
Number of leases | lease | 1 | |||||||||
Impairment loss | $ 900 | |||||||||
Gain on settlement | $ 800 |
Leases - Lease Expense and Supp
Leases - Lease Expense and Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost | |||||||
Operating lease cost | $ 1,192 | $ 279 | $ 2,241 | $ 448 | $ 1,764 | $ 1,600 | $ 1,708 |
Short-term lease cost | 155 | 170 | 359 | 259 | 720 | 349 | 317 |
Sublease income | 0 | (74) | (42) | ||||
Total | 1,347 | 449 | 2,600 | 707 | 2,484 | 1,875 | 1,983 |
Cash paid for amounts included in the measurement of lease liabilities: | |||||||
Operating cash flows from operating leases | 1,172 | 311 | 2,215 | 476 | 1,856 | 991 | 1,407 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 150 | $ 2,955 | $ 6,895 | $ 4,718 | $ 14,293 | $ 486 | $ 935 |
Leases - Maturity of Operating
Leases - Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
2022 | $ 4,666 | $ 3,629 | |
2023 | 3,534 | 3,647 | |
2024 | 3,054 | 2,728 | |
2025 | 2,503 | 2,281 | |
2026 | 1,685 | ||
2027 and thereafter | 222 | ||
Total lease payments | 20,141 | 14,192 | |
Less: Interest | (2,577) | (1,459) | |
Total | $ 17,564 | $ 12,733 | $ 100 |
Supplementary Information (Deta
Supplementary Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Financial Statement Information | |||||||
Other current assets | $ 5,129 | $ 5,129 | $ 4,490 | $ 3,726 | |||
Other current liabilities | 12,792 | 12,792 | 7,137 | 2,235 | |||
Other income (expense), net | $ 1,696 | $ 837 | $ 1,887 | $ 499 | 1,261 | 6,604 | $ (433) |
Other Noncurrent Assets | |||||||
Supplemental Financial Statement Information | |||||||
Derecognition of asset (liability) | 6,600 | ||||||
Liability | |||||||
Supplemental Financial Statement Information | |||||||
Derecognition of asset (liability) | (6,700) | ||||||
Other Current Liabilities | |||||||
Supplemental Financial Statement Information | |||||||
Derecognition of asset (liability) | (300) | ||||||
Other Noncurrent Liabilities | |||||||
Supplemental Financial Statement Information | |||||||
Derecognition of asset (liability) | (6,400) | ||||||
PRC | |||||||
Supplemental Financial Statement Information | |||||||
Other income (expense), net | 200 | ||||||
Third-party supplier | |||||||
Supplemental Financial Statement Information | |||||||
Amount deposited with third party supplier | $ 1,900 | 3,400 | |||||
Other payable to third party | $ 800 |
Promissory Notes - Schedule of
Promissory Notes - Schedule of Promissory Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||
Principal Amount | $ 33,598 | $ 57,811 | $ 565 |
Carrying Amount | 38,744 | 58,121 | 568 |
Less: Current portion | (58,121) | (568) | |
Long-term Note, less current portion | $ 1,716 | $ 0 | 0 |
Convertible Debenture Due In June 2021 - YA II PN | |||
Short-term Debt [Line Items] | |||
Interest Rate | 4% | 4% | |
Principal Amount | $ 33,333 | $ 57,500 | 0 |
Carrying Amount | $ 33,437 | 57,809 | 0 |
Vendor Notes Payable | |||
Short-term Debt [Line Items] | |||
Principal Amount | 0 | 105 | |
Carrying Amount | $ 0 | 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% | ||
Small Business Association Paycheck Protection Program | |||
Short-term Debt [Line Items] | |||
Interest Rate | 1% | 1% | |
Principal Amount | $ 265 | $ 311 | 460 |
Carrying Amount | $ 265 | $ 312 | $ 463 |
Promissory Notes - Impact of Pr
Promissory Notes - Impact of Promissory Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Long-term Investments | |||
Expense due to conversion of notes | $ 0 | $ 2,266 | $ 0 |
Gain (loss) on extinguishment of debt | (300) | (8,891) | 3,940 |
Convertible Note | |||
Long-term Investments | |||
Interest expense excluding amortization of debt discount | 2,139 | 1,593 | 1,449 |
Interest expense related to amortization of debt discount | 0 | 14,485 | 4,235 |
Total interest expense | 2,139 | 16,078 | 5,684 |
Expense due to conversion of notes | 0 | 2,266 | 0 |
Gain (loss) on extinguishment of debt | $ (300) | $ (8,891) | $ 3,940 |
Promissory Notes - Additional I
Promissory Notes - Additional Information (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Oct. 25, 2021 USD ($) $ / shares | Feb. 24, 2021 USD ($) | Nov. 10, 2020 USD ($) installment | May 13, 2020 USD ($) installment | May 03, 2020 USD ($) installment | May 01, 2020 USD ($) installment | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Jun. 30, 2020 USD ($) | Apr. 10, 2020 USD ($) | Mar. 31, 2020 lease | |
Debt Instrument [Line Items] | |||||||||||||||
Weighted average interest rate | 3.70% | 4% | 1.40% | ||||||||||||
Principal | $ 33,598,000 | $ 57,811,000 | $ 565,000 | ||||||||||||
Interest rate in the event of default | 18% | ||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 45.9 | ||||||||||||||
Operating lease liability | $ 17,564,000 | $ 12,733,000 | 100,000 | ||||||||||||
Unpaid consideration | $ 0 | $ 220,000,000 | 295,000,000 | $ 27,000,000 | $ 9,132,000 | ||||||||||
Terminated and Vacated Lease | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of leases | lease | 1 | ||||||||||||||
Operating lease liability | $ 900,000 | ||||||||||||||
Convertible Debenture | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal and accrued and unpaid interest | $ 17,600,000 | ||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 9.4 | ||||||||||||||
Interest expense | $ 600,000 | ||||||||||||||
Convertible Debenture | Convertible Debenture | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate in the event of default | 18% | ||||||||||||||
Convertible Debenture | Convertible Debenture | YA II PN, Ltd | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal | $ 75,000,000 | ||||||||||||||
Proceeds from notes payable | $ 75,000,000 | ||||||||||||||
Interest rate of convertible note | 4% | ||||||||||||||
Interest rate in the event of default | 18% | ||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.88 | ||||||||||||||
Redemption of unpaid principal per month | $ 8,300,000 | ||||||||||||||
Principal and accrued and unpaid interest | $ 17,500,000 | ||||||||||||||
YA II PN Note 4 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Shares converted (in shares) | shares | 45.9 | ||||||||||||||
YA II PN Note 4 | Convertible Debenture | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal | $ 80,000,000 | ||||||||||||||
Interest rate of convertible note | 4% | ||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 4.95 | ||||||||||||||
Small Business Association Paycheck Protection Program | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate of convertible note | 1% | 1% | |||||||||||||
Number of installments | installment | 18 | 18 | |||||||||||||
Carrying amount of convertible note | $ 100,000 | $ 300,000 | |||||||||||||
Installment payable | $ 18,993 | $ 7,000 | |||||||||||||
Payments of principal and interest | $ 31,674 | ||||||||||||||
Delaware Board Of Trade Holdings Inc | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate of convertible note | 0.25% | 4% | 4% | ||||||||||||
Interest expense | $ 100,000 | ||||||||||||||
Initial amount paid | $ 30,000 | ||||||||||||||
Unsecured promissory note | $ 60,000 | ||||||||||||||
Number of installments | installment | 2 | ||||||||||||||
Operating lease liability | $ 900,000 | ||||||||||||||
US Hybrid | Paycheck Protection Program | Unsecured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate of convertible note | 1% | ||||||||||||||
Unpaid consideration | $ 500,000 | ||||||||||||||
Loan forgiveness period | 2 months | ||||||||||||||
Deferment period | 10 months | ||||||||||||||
WAVE | Paycheck Protection Program | Unsecured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate of convertible note | 1% | ||||||||||||||
Number of installments | installment | 18 | ||||||||||||||
Installment payable | $ 12,630 | ||||||||||||||
Unpaid consideration | $ 300,000 |
Promissory Notes - Promissory N
Promissory Notes - Promissory Notes Issued and Paid (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2020 | |
Long-term Investments | |||
Principal | $ 57,811 | $ 33,598 | $ 565 |
YA II PN Note 1 | Convertible Debenture | |||
Long-term Investments | |||
Principal | 37,500 | ||
Gross proceeds | $ 37,500 | ||
Interest rate | 4% | ||
Conversion price (in dollars per share) | $ 2 | ||
YA II PN Note 2 | Convertible Debenture | |||
Long-term Investments | |||
Principal | $ 37,500 | ||
Gross proceeds | $ 37,500 | ||
Interest rate | 4% | ||
Conversion price (in dollars per share) | $ 3.31 | ||
YA II PN Note 3 | Convertible Debenture | |||
Long-term Investments | |||
Principal | $ 65,000 | ||
Gross proceeds | $ 65,000 | ||
Interest rate | 4% | ||
Conversion price (in dollars per share) | $ 4.12 | ||
YA II PN Note 4 | Convertible Debenture | |||
Long-term Investments | |||
Principal | $ 80,000 | ||
Gross proceeds | $ 80,000 | ||
Interest rate | 4% | ||
Conversion price (in dollars per share) | $ 4.95 |
Stockholders' Equity, Redeema_3
Stockholders' Equity, Redeemable Convertible Preferred Stock and Redeemable Non-controlling Interest - Additional Information (Details) $ / shares in Units, $ in Thousands, ¥ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||
Jun. 30, 2021 USD ($) D | Feb. 26, 2021 USD ($) | Jun. 09, 2020 USD ($) | Jun. 11, 2011 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Mar. 31, 2020 USD ($) | Mar. 31, 2020 CNY (¥) | Jun. 30, 2022 USD ($) installment $ / shares shares | Jun. 30, 2022 CNY (¥) installment shares | Jun. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) Vote installment $ / shares shares | Dec. 31, 2021 CNY (¥) installment shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 shares | Jun. 30, 2022 CNY (¥) shares | Dec. 31, 2021 CNY (¥) Vote shares | Aug. 12, 2021 USD ($) | Sep. 04, 2020 USD ($) | Apr. 03, 2020 USD ($) | |
Stockholders Equity [Line Items] | |||||||||||||||||||||
Common stock, shares authorized (in shares) | shares | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | |||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Aggregate offering price | $ 150,000 | ||||||||||||||||||||
Proceeds from issuance of stock | $ 53,400 | $ 145,500 | |||||||||||||||||||
Commission and transaction fees | $ 1,700 | 4,500 | |||||||||||||||||||
Purchase price as percent of market price | 95% | 95% | 95% | 95% | |||||||||||||||||
Purchase price as percent of market price, period two | 96% | 96% | 96% | 96% | |||||||||||||||||
Ownership limitation percentage | 4.99% | ||||||||||||||||||||
Common stock issuance (in shares) | shares | 0 | ||||||||||||||||||||
Common stock issuance | $ 53,407 | $ 182,498 | |||||||||||||||||||
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 497,272,525 and 344,861,295 shares issued and outstanding as of December 31, 2021 and 2020, respectively | $ 498 | $ 498 | $ 497 | $ 345 | |||||||||||||||||
Share price calculated as a percentage of market price | 3% | ||||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets (in shares) | shares | 11,300,000 | 11,300,000 | 7,400,000 | ||||||||||||||||||
Qingdao Xingyang City Investment | New Energy | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Ownership interest | 100% | 100% | |||||||||||||||||||
Common Stock | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Shares issued (in shares) | shares | 17,600,000 | 50,400,000 | 50,400,000 | ||||||||||||||||||
Common stock issuance (in shares) | shares | 17,615,534 | 123,437,386 | |||||||||||||||||||
Common stock issuance | $ 18 | $ 123 | |||||||||||||||||||
Common stock issuance for acquisitions, investments, and assets (in shares) | shares | 6,733,497 | 10,181,299 | 0 | 0 | 18,926,413 | 18,926,413 | 13,056,055 | 37,966,908 | |||||||||||||
Qingdao Xingyang City Investment | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Aggregate potential investment | $ 28,000 | $ 28,000 | $ 28,000 | ¥ 200 | ¥ 200 | ||||||||||||||||
Installments of capital contribution | $ 7,000 | ¥ 50 | ¥ 50 | ||||||||||||||||||
Remaining capital contribution | $ 21,000 | ¥ 150 | $ 21,000 | ¥ 150 | |||||||||||||||||
Number of installments | installment | 3 | 3 | 3 | 3 | |||||||||||||||||
Dividend rate | 6% | 6% | 6% | 6% | |||||||||||||||||
Threshold period for selling | 1 year | 1 year | 1 year | 1 year | |||||||||||||||||
Threshold period to redeem investment | 3 years | 3 years | 3 years | 3 years | |||||||||||||||||
Ownership interest | 100% | 100% | |||||||||||||||||||
Qingdao Xingyang City Investment | New Energy | Qingdao Xingyang City Investment | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Number of common stock issued (in shares) | shares | 56,000,000 | 56,000,000 | |||||||||||||||||||
Purchase price | $ 7,900 | ¥ 56 | |||||||||||||||||||
Private placement | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Consideration received on transaction | $ 80,400 | $ 80,400 | |||||||||||||||||||
Consecutive trading days | D | 2 | ||||||||||||||||||||
Ownership limitation percentage | 4.99% | 4.99% | 4.99% | ||||||||||||||||||
Common stock issuance | $ 27,300 | ||||||||||||||||||||
Issuance period | 36 months | 36 months | |||||||||||||||||||
Threshold consecutive trading days | D | 5 | ||||||||||||||||||||
Private placement | Common Stock | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Common stock issuance (in shares) | shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||
Common stock issuance | $ 10 | $ 27,300 | $ 27,300 | ||||||||||||||||||
Private placement | Cantor Fitzgerald & Co | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Shares issued (in shares) | shares | 7,900,000 | 7,900,000 | |||||||||||||||||||
Consideration received on transaction | $ 15,700 | ||||||||||||||||||||
Aggregate offering price | $ 350,000 | ||||||||||||||||||||
Percent of gross proceeds | 3% | 3% | |||||||||||||||||||
Purchase price on common stock | $ 400 | ||||||||||||||||||||
SEDA | YA II PN, Ltd. | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Installments of capital contribution | $ 1,000 | ||||||||||||||||||||
Aggregate amount | $ 45,000 | $ 50,000 | |||||||||||||||||||
Period to issue or sell stock | 36 months | ||||||||||||||||||||
Deferred offering costs and additional paid in capital | 900 | ||||||||||||||||||||
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 497,272,525 and 344,861,295 shares issued and outstanding as of December 31, 2021 and 2020, respectively | $ 182,500 | $ 150,000 | |||||||||||||||||||
Share price calculated as a percentage of market price | 90% | 90% | |||||||||||||||||||
Percentage of common stock shares held | 4.99% | 4.99% | |||||||||||||||||||
Shares issued (in shares) | shares | 122,900,000 | 122,900,000 | |||||||||||||||||||
Convertible preferred stock | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50 | 50,000,000 | 50 | ||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Preferred stock, shares issued (in shares) | shares | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | |||||||||||||||
Preferred stock, shares outstanding (in shares) | shares | 7,000,000 | 7,000,000 | 7,000,000 | ||||||||||||||||||
Number of votes entitled | Vote | 1 | 1 | |||||||||||||||||||
Converted shares issued (in shares) | shares | 10 | 10 | 10 | 10 | 10 | ||||||||||||||||
Distribution amount per share (in dollars per share) | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 |
Stockholders' Equity, Redeema_4
Stockholders' Equity, Redeemable Convertible Preferred Stock and Redeemable Non-controlling Interest - Schedule (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||
Beginning balance | $ 0 | $ 7,485 | $ 7,485 | ||||
Initial investment | $ 2,406 | ||||||
Loss attributable to non-controlling interest | $ (1,506) | $ (152) | (2,086) | (272) | (714) | $ (10,501) | 852 |
Ending balance | 0 | 7,485 | |||||
Qingdao Xingyang City Investment | |||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||
Beginning balance | $ 0 | 7,485 | 7,485 | 0 | |||
Initial investment | 7,047 | ||||||
Accretion of dividend | 231 | 464 | 438 | ||||
Loss attributable to non-controlling interest | (175) | (206) | (135) | ||||
Adjustment to redemption value | 175 | 206 | 135 | ||||
Settlement | (7,949) | ||||||
Ending balance | $ 7,716 | $ 7,716 | $ 0 | $ 7,485 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, € in Millions, ¥ in Millions, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Jun. 05, 2020 USD ($) $ / shares shares | Oct. 31, 2021 USD ($) D | Sep. 30, 2020 USD ($) | Sep. 30, 2020 CNY (¥) | May 31, 2020 USD ($) | Nov. 30, 2019 USD ($) installment | Jul. 31, 2019 USD ($) | Jun. 30, 2019 USD ($) shares | Mar. 31, 2019 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2020 USD ($) | Dec. 31, 2019 USD ($) | Sep. 30, 2019 USD ($) item | Dec. 31, 2018 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | Jan. 07, 2022 USD ($) | Jan. 07, 2022 EUR (€) | May 31, 2020 CNY (¥) | Nov. 25, 2019 USD ($) $ / shares | Oct. 30, 2019 | Feb. 08, 2019 USD ($) $ / shares | May 10, 2012 USD ($) $ / shares | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Amount due to related parties | $ 2,394,000 | $ 2,394,000 | $ 1,102,000 | $ 882,000 | ||||||||||||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 45.9 | |||||||||||||||||||||||||||||
Expense due to conversion of notes | $ 0 | 2,266,000 | $ 0 | |||||||||||||||||||||||||||
Principal | 33,598,000 | 33,598,000 | 57,811,000 | 565,000 | ||||||||||||||||||||||||||
Long term investment | 25,518,000 | 25,518,000 | 35,588,000 | 8,487,000 | ||||||||||||||||||||||||||
Impairment loss of intangible assets | 572,000 | 653,000 | 71,070,000 | 33,230,000 | 73,669,000 | |||||||||||||||||||||||||
Common stock issuance | $ 53,407,000 | 182,498,000 | ||||||||||||||||||||||||||||
Payments to acquire equity Interest | 54,889,000 | $ 100,579,000 | ||||||||||||||||||||||||||||
Professional fees | 34,710,000 | 12,541,000 | 5,828,000 | |||||||||||||||||||||||||||
Unpaid consideration | 0 | 220,000,000 | 295,000,000 | 27,000,000 | 9,132,000 | |||||||||||||||||||||||||
Notes receivable from related party | 1,004,000 | 1,004,000 | 697,000 | 0 | ||||||||||||||||||||||||||
Notes receivable | 69,830,000 | 69,830,000 | 54,907,000 | 0 | ||||||||||||||||||||||||||
Proceeds from loan repayment | 473,000 | 1,529,000 | 0 | |||||||||||||||||||||||||||
Seven Stars Founder Space Industrial Pte. Ltd ("Founder Space") | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Ownership percentage, equity method | 50% | 50% | ||||||||||||||||||||||||||||
Energica | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Ownership percentage, equity method | 20% | |||||||||||||||||||||||||||||
Digital asset management services | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Assets sold under agreements carrying amount | $ 7,100,000 | |||||||||||||||||||||||||||||
Fuzhou Note Receivable | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Notes receivable provided | $ 400,000 | ¥ 3 | ||||||||||||||||||||||||||||
Notes receivable | $ 500,000 | 3.3 | ||||||||||||||||||||||||||||
Repayment period | 3 months | |||||||||||||||||||||||||||||
Recorded reserve against notes receivable | $ 500,000 | |||||||||||||||||||||||||||||
Zhu Note Receivable | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Notes receivable provided | 1,400,000 | 10 | ||||||||||||||||||||||||||||
Notes receivable | $ 1,500,000 | ¥ 10.5 | ||||||||||||||||||||||||||||
Repayment period | 1 month | |||||||||||||||||||||||||||||
Proceeds from loan repayment | $ 1,500,000 | ¥ 10.5 | ||||||||||||||||||||||||||||
GTB Tokens | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Impairment loss of intangible assets | $ 61,100,000 | 61,100,000 | ||||||||||||||||||||||||||||
Borrowing from Dr. Wu. and his affiliates | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | |||||||||||||||||||||||||||||
Amount of debt converted | $ 1,500,000 | |||||||||||||||||||||||||||||
Amount of debt transferred | $ 400,000 | |||||||||||||||||||||||||||||
Expected discount rate | Digital asset management services | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Measurement input | 76 | |||||||||||||||||||||||||||||
Expected term (years) | Digital asset management services | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Measurement input | 3 | |||||||||||||||||||||||||||||
Expected volatility | Digital asset management services | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Measurement input | 155 | |||||||||||||||||||||||||||||
Expected dividend yield | Digital asset management services | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Measurement input | 0 | |||||||||||||||||||||||||||||
Risk-free interest rate | Digital asset management services | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Measurement input | 2.25 | |||||||||||||||||||||||||||||
Level 2 | Digital asset management services | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from sale of assets (in shares) | $ 40,700,000 | 40,700,000 | ||||||||||||||||||||||||||||
Borrowing from Dr. Wu. and his affiliates | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Amount due to related parties | 200,000 | 200,000 | 200,000 | 200,000 | ||||||||||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | |||||||||||||||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 2.6 | |||||||||||||||||||||||||||||
Amount of debt transferred | $ 400,000 | |||||||||||||||||||||||||||||
Accounts payables | 700,000 | 700,000 | 700,000 | 600,000 | ||||||||||||||||||||||||||
Delaware Board Of Trade Holdings Inc | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Interest rate of convertible note | 0% | |||||||||||||||||||||||||||||
Short-term debt | $ 600,000 | |||||||||||||||||||||||||||||
Repayments of short term debt | $ 300,000 | |||||||||||||||||||||||||||||
Seven Stars Founder Space Industrial Pte. Ltd ("Founder Space") | Zhu Note Receivable | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Ownership interest provided as collateral (as a percent) | 50% | 50% | ||||||||||||||||||||||||||||
Mobile Energy Group | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Percentage of ownership interest | 50.10% | |||||||||||||||||||||||||||||
Shenma | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Common stock issuance | $ 4,900,000 | |||||||||||||||||||||||||||||
Number of installments | installment | 6 | |||||||||||||||||||||||||||||
Payments to acquire equity Interest | 500,000 | 500,000 | ||||||||||||||||||||||||||||
Shenma | Qianxi | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Percentage of ownership interest | 1.72% | 1.72% | ||||||||||||||||||||||||||||
Payments to acquire equity Interest | 500,000 | 500,000 | ||||||||||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Paycheck Protection Program | Unsecured Debt | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Due to other related parties | 100,000 | 100,000 | ||||||||||||||||||||||||||||
Unpaid consideration | 100,000 | |||||||||||||||||||||||||||||
Qianxi | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Number of Ev taxis order to third party | item | 4,172 | |||||||||||||||||||||||||||||
Commission payable on completion of order | $ 2,700,000 | |||||||||||||||||||||||||||||
iUnicorn | Mobile Energy Group | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Percentage of ownership interest | 49.90% | |||||||||||||||||||||||||||||
Vice Chairman | Related party personal expenses | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Personal expenses | 100,000 | |||||||||||||||||||||||||||||
Service agreement with SSSIG | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Due to other related parties | 600,000 | |||||||||||||||||||||||||||||
Transaction with related party | $ 400,000 | $ 1,400,000 | ||||||||||||||||||||||||||||
Professional fees | $ 400,000 | 400,000 | 700,000 | |||||||||||||||||||||||||||
Service agreement with SSSIG | Selling, general and administrative expenses | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Transaction with related party | $ 1,400,000 | |||||||||||||||||||||||||||||
Glory | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Amount due to related parties | 500,000 | |||||||||||||||||||||||||||||
Due to other related parties | $ 200,000 | 200,000 | ||||||||||||||||||||||||||||
Net balance due to related parties | 200,000 | 300,000 | ||||||||||||||||||||||||||||
Affiliated Entity | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Principal | $ 5,700,000 | € 5 | ||||||||||||||||||||||||||||
Notes receivable from related party | 700,000 | |||||||||||||||||||||||||||||
Interest income recognized | $ 28,476 | 6,476 | ||||||||||||||||||||||||||||
Affiliated Entity | Revolving Credit Facility | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Notes receivable | $ 4,500,000 | |||||||||||||||||||||||||||||
Notes receivable | $ 4,500,000 | |||||||||||||||||||||||||||||
Loan receivable due date | D | 210 | |||||||||||||||||||||||||||||
Affiliated Entity | Revolving Credit Facility | Prime Rate | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Interest rate | 4% | |||||||||||||||||||||||||||||
Affiliated Entity | Ocasia Group Holding LTD | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Personal expenses | 200,000 | |||||||||||||||||||||||||||||
Affiliated Entity | Acquisition Of Fintalk Assets | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Cash amount | $ 1,000,000 | |||||||||||||||||||||||||||||
Common stock, fair market value | $ 5,400,000 | 6,000,000 | ||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 2.9 | |||||||||||||||||||||||||||||
Impairment loss | $ 5,700,000 | |||||||||||||||||||||||||||||
Transaction with related party | $ 6,400,000 | 7,000,000 | ||||||||||||||||||||||||||||
Personal expenses | $ 1,000,000 | |||||||||||||||||||||||||||||
Research and development contract with a related party | Research and development expense | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Transaction with related party | 2,800,000 | |||||||||||||||||||||||||||||
Service charges | 1,600,000 | |||||||||||||||||||||||||||||
GTD | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Assets sold under agreements carrying amount | $ 20,400,000 | |||||||||||||||||||||||||||||
Sales from sale of productive assets (in shares) | shares | 1.3 | |||||||||||||||||||||||||||||
GTD | License content | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Licensed content | 17,000,000 | |||||||||||||||||||||||||||||
GTD | Animation copy right | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Assets sold under agreements carrying amount | 200,000 | |||||||||||||||||||||||||||||
GTD | Nanjing Shengyi Network Technology Co., Ltd | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Long term investment | $ 3,200,000 | |||||||||||||||||||||||||||||
GTD | Nanjing Shengyi Network Technology Co., Ltd | Ideanomics, Inc | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Percentage of ownership interest | 13% | |||||||||||||||||||||||||||||
Convertible Note | Vice Chairman | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Amount due to related parties | $ 3,000,000 | |||||||||||||||||||||||||||||
Interest rate of convertible note | 4% | |||||||||||||||||||||||||||||
Conversion price of convertible note after amendment (in dollars per share) | $ / shares | $ 1.75 | |||||||||||||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | $ 1.50 | ||||||||||||||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 5.1 | |||||||||||||||||||||||||||||
Expense due to conversion of notes | 1,500,000 | |||||||||||||||||||||||||||||
Interest expense | 300,000 | |||||||||||||||||||||||||||||
Convertible Note | Mr Bruno Wu | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Interest expense | $ 0 | 100,000 | 100,000 | |||||||||||||||||||||||||||
$2.5 Million Convertible Promissory Note | SSSIG | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Advance received without any interest | $ 1,300,000 | |||||||||||||||||||||||||||||
Convertible promissory note amount not received | $ 1,200,000 | |||||||||||||||||||||||||||||
$2.5 Million Convertible Promissory Note | Mr Bruno Wu | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Expense due to conversion of notes | 700,000 | |||||||||||||||||||||||||||||
$2.5 Million Convertible Promissory Note | Mr Bruno Wu | SSSIG | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Interest rate of convertible note | 4% | |||||||||||||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | $ 1.83 | ||||||||||||||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 2.2 | |||||||||||||||||||||||||||||
Interest expense | 0 | 21,546 | 48,357 | |||||||||||||||||||||||||||
Principal | $ 2,500,000 | |||||||||||||||||||||||||||||
Convertible Promissory Note | Mr Bruno Wu | SSSIG | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Interest rate of convertible note | 4% | |||||||||||||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 1.25 | |||||||||||||||||||||||||||||
Principal | $ 1,000,000 | |||||||||||||||||||||||||||||
$1.0 Million Convertible Promissory Note | SSSIG | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Advance received without any interest | 300,000 | |||||||||||||||||||||||||||||
Convertible promissory note amount not received | $ 800,000 | |||||||||||||||||||||||||||||
$1.0 Million Convertible Promissory Note | Mr Bruno Wu | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | |||||||||||||||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 0.4 | |||||||||||||||||||||||||||||
Expense due to conversion of notes | 100,000 | |||||||||||||||||||||||||||||
$1.0 Million Convertible Promissory Note | Mr Bruno Wu | SSSIG | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Interest expense | $ 0 | $ 4,301 | $ 1,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2021 USD ($) employee shares | Nov. 30, 2020 USD ($) employee shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) shares | Aug. 03, 2018 shares | Dec. 03, 2010 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options outstanding to purchase shares of common stock (in shares) | shares | 22,625,323 | 22,625,323 | 21,843,781 | 25,087,416 | 14,936,726 | ||||||
Warrants outstanding (in shares) | shares | 950,000 | 950,000 | 1,100,000 | 900,000 | |||||||
Share-based payments expense | $ 2,900,000 | $ 2,000,000 | $ 5,200,000 | $ 4,000,000 | $ 22,000,000 | $ 12,000,000 | $ 9,100,000 | ||||
Unrecognized compensation expense related to non-vested share options | $ 8,700,000 | $ 8,700,000 | 12,900,000 | ||||||||
Weighted average period for recognition related to non-vested stock options | 1 year 3 months 21 days | ||||||||||
Exercised | $ 0 | 500,000 | 7,731,175 | 2,421,499 | 0 | ||||||
Total fair value of vested shares | 4,800,000 | 1,900,000 | $ 8,400,000 | 11,800,000 | 8,500,000 | ||||||
Cash received from options exercised | $ 0 | $ 300,000 | |||||||||
Weighted average exercise price of warrants (in dollars per share) | $ / shares | $ 4.24 | $ 4.24 | $ 4 | ||||||||
Weighted average remaining life of warrants | 2 months 4 days | 7 months 9 days | |||||||||
Granted date fair value of restricted shares | $ 12,400,000 | ||||||||||
Unrecognized compensation cost related to unvested restricted shares | $ 0 | $ 0 | |||||||||
2010 Stock Incentive Plan ("the Plan") | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized for issuance (in shares) | shares | 56,800,000 | 31,500,000 | |||||||||
Number of options available for issuance (in shares) | shares | 16,600,000 | 16,600,000 | 17,400,000 | ||||||||
Restricted shares granted (in shares) | shares | 100,000 | ||||||||||
Number of employees and directors granted shares | employee | 1 | ||||||||||
Amount of grant date fair value of the restricted shares | $ 100,000 | ||||||||||
Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options outstanding to purchase shares of common stock (in shares) | shares | 22,600,000 | 22,600,000 | |||||||||
Weighted average period for recognition related to non-vested stock options | 1 year 4 months 24 days | ||||||||||
Cash received from options exercised | $ 8,400,000 | $ 1,700,000 | $ 0 | ||||||||
Restricted Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted shares granted (in shares) | shares | 5,000,000 | 5,025,000 | |||||||||
Number of employees and directors granted shares | employee | 7 | ||||||||||
Unrecognized compensation cost related to unvested restricted shares | $ 0 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options Outstanding | |||||
Beginning balance (in shares) | 21,843,781 | 25,087,416 | 25,087,416 | 14,936,726 | |
Granted (in shares) | 1,605,000 | 9,562,000 | 15,854,166 | ||
Exercised (in shares) | (5,589,084) | (2,421,657) | |||
Expired (in shares) | (627,964) | (2,966,509) | (1,682,658) | ||
Forfeited (in shares) | (195,494) | (4,250,042) | (1,599,161) | ||
Ending balance (in shares) | 22,625,323 | 21,843,781 | 25,087,416 | 14,936,726 | |
Vested at end of period (in shares) | 17,132,533 | 14,264,369 | |||
Expected to vest at end of period (in shares) | 5,492,790 | 7,579,412 | |||
Weighted Average Exercise Price | |||||
Beginning balance (in dollars per share) | $ 1.74 | $ 1.29 | $ 1.29 | $ 2.13 | |
Granted (in dollars per share) | 1.01 | 2.49 | 0.60 | ||
Exercised (in dollars per share) | 1.50 | 0.78 | |||
Expired (in dollars per share) | 2.54 | 1.69 | 2.72 | ||
Forfeited (in dollars per share) | 2.30 | 1.10 | 1.58 | ||
Ending balance (in dollars per share) | 1.67 | 1.74 | $ 1.29 | $ 2.13 | |
Vested at end of period (in dollars per share) | $ 1.51 | 1.53 | |||
Expected to vest at end of period (in dollars per share) | $ 2.15 | ||||
Weighted Average Remaining Contractual Life (Years) | |||||
Outstanding | 8 years 21 days | 8 years 21 days | 7 years 11 months 1 day | ||
Vested at end of period (in years) | 7 years 8 months 12 days | 7 years 8 months 15 days | |||
Expected to vest at end of period (in years) | 9 years 2 months 1 day | 9 years 4 months 13 days | |||
Aggregated Intrinsic Value | |||||
Outstanding at beginning period | $ 4,596,393 | $ 18,554,241 | $ 18,554,241 | ||
Exercised | 0 | $ 500,000 | 7,731,175 | $ 2,421,499 | $ 0 |
Outstanding at end of period | 791,894 | 4,596,393 | $ 18,554,241 | ||
Vested at end of period | $ 791,894 | 3,927,341 | |||
Expected to vest at end of period | $ 669,052 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions Used to Estimate the Fair Values (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Expected volatility, minimum | 123% | 120% | |||
Expected volatility, maximum | 124% | 122% | |||
Risk free interest rate, minimum | 1.69% | 0.51% | |||
Risk free interest rate, maximum | 2.87% | 1.01% | |||
Share-Based Payment Arrangement, Option, Performance And Service Conditions | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Expected term (in years) | 5 years 6 months 7 days | ||||
Expected volatility, minimum | 112% | 101% | |||
Expected volatility, maximum | 130% | 122% | |||
Expected volatility | 98% | ||||
Risk free interest rate, minimum | 0.51% | 0.39% | |||
Risk free interest rate, maximum | 1.29% | 0.44% | |||
Risk free interest rate | 2.51% | ||||
Share-Based Payment Arrangement, Option, Market Conditions | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Expected term (in years) | 1 year 10 months 17 days | ||||
Expected volatility | 106.92% | ||||
Expected dividend yield | 0% | ||||
Risk free interest rate | 1.31% | ||||
Minimum | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Expected term (in years) | 5 years 6 months 3 days | 5 years 6 months 3 days | |||
Minimum | Share-Based Payment Arrangement, Option, Performance And Service Conditions | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Expected term (in years) | 4 years 9 months 14 days | 5 years 1 month 24 days | |||
Maximum | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Expected term (in years) | 5 years 6 months 10 days | 5 years 6 months 14 days | |||
Maximum | Share-Based Payment Arrangement, Option, Performance And Service Conditions | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Expected term (in years) | 7 years 2 months 1 day | 5 years 6 months 7 days |
Share-Based Compensation - Warr
Share-Based Compensation - Warrants (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable (in shares) | 950,000 | 1,100,000 | 900,000 |
Exercise Price (in dollars per share) | $ 4.24 | $ 4 | |
Service Providers Expiring January 2023 - One | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable (in shares) | 100,000 | 100,000 | 0 |
Exercise Price (in dollars per share) | $ 7.50 | $ 7.50 | |
Service Providers Expiring January 2023 - Two | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable (in shares) | 100,000 | 100,000 | 0 |
Exercise Price (in dollars per share) | $ 9 | $ 9 | |
Service Providers Expiring July 2022 | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable (in shares) | 200,000 | 200,000 | 200,000 |
Exercise Price (in dollars per share) | $ 5 | $ 5 | |
Service Providers Expiring October 2022 | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable (in shares) | 550,000 | 700,000 | 700,000 |
Exercise Price (in dollars per share) | $ 2.50 | $ 2.50 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Shares (Details) - Restricted Stock - $ / shares | 1 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Dec. 31, 2021 | |
Shares | ||
Outstanding, beginning balance (in shares) | 0 | |
Granted (in shares) | 5,000,000 | 5,025,000 |
Forfeited (in shares) | 0 | |
Vested (in shares) | (5,025,000) | |
Outstanding, ending balance (in shares) | 0 | |
Weighted-average fair value | ||
Granted (in dollars per share) | $ 2.46 | |
Forfeited (in dollars per share) | 0 | |
Vested (in dollars per share) | 2.46 | |
Outstanding, ending balance (in dollars per share) | $ 0 |
Loss Per Common Share - Summary
Loss Per Common Share - Summary of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||||||
Net loss attributable to Ideanomics, Inc. common stockholders | $ (37,767) | $ (6,695) | $ (66,278) | $ (13,178) | $ (256,011) | $ (101,264) | $ (98,508) |
Basic | |||||||
Basic weighted average common shares outstanding (in shares) | 497,792,525 | 433,098,279 | 497,577,331 | 412,230,966 | 447,829,204 | 213,490,535 | 119,766,859 |
Diluted | |||||||
Diluted potential common shares (in shares) | 497,792,525 | 433,098,279 | 497,577,331 | 412,230,966 | 447,829,204 | 213,490,535 | 119,766,859 |
Net loss per share: | |||||||
Basic (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.13) | $ (0.03) | $ (0.57) | $ (0.47) | $ (0.82) |
Diluted loss per share (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.13) | $ (0.03) | $ (0.57) | $ (0.47) | $ (0.82) |
Loss Per Common Share - Computa
Loss Per Common Share - Computation of Diluted Earnings Loss Per Share (Details) - shares shares in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 43,800 | 55,968 | 28,018 | 55,045 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 950 | 1,100 | 900 | 8,996 |
Options and RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 22,640 | 21,859 | 25,172 | 14,937 |
Series A Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 933 | 933 | 933 | 933 |
Contingent shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 1,491 | 1,491 | 1,013 | 8,501 |
Convertible promissory note and interest | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 17,786 | 30,585 | 0 | 21,678 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 USD ($) | Sep. 30, 2021 item | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | |
Operating Loss Carryforwards [Line Items] | |||||||||
Taxes incurred | $ (147) | $ (1,682) | $ (525) | $ (9,027) | $ (11,786) | $ (3,308) | $ 417 | ||
Tax rate differential(state and foreign) | 5% | 1.30% | (0.50%) | ||||||
Number of businesses acquired | item | 4 | 1 | 4 | ||||||
Deferred tax liabilities | 2,700 | $ 12,200 | |||||||
Income tax benefit (expense) | 147 | $ 1,682 | $ 525 | $ 9,027 | 11,786 | $ 3,308 | $ (417) | ||
Cumulative tax loss carryforwards | 28,200 | ||||||||
Deferred tax benefit | 371 | 241 | 176 | ||||||
Increase of valuation allowance | 28,240 | 16,457 | 14,807 | ||||||
Potential deferred tax assets | 300 | ||||||||
Uncertain tax positions | $ 0 | 0 | 256 | 0 | 0 | $ 0 | |||
Uncertain tax positions, accrued interest and penalties | 0 | 0 | 0 | ||||||
Inland Revenue Malaysia | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Taxes incurred | 3,300 | ||||||||
Income tax benefit (expense) | (3,300) | ||||||||
Deferred tax liabilities related to land-use rights | 8,200 | ||||||||
Benefit from amortization | 3,100 | ||||||||
Cumulative tax loss carryforwards | 200 | ||||||||
Deferred tax benefit | 400 | ||||||||
Tax loss carryforwards, subject to expiration | $ 9,100 | ||||||||
State Administration of Taxation, China | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Tax rate differential(state and foreign) | 25% | ||||||||
Acquisitions In 2021 | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Taxes incurred | $ (10,100) | ||||||||
Income tax benefit (expense) | 10,100 | ||||||||
Timios | Selling, general and administrative expenses | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Taxes incurred | 100 | ||||||||
Income tax benefit (expense) | (100) | ||||||||
United States - Federal | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Cumulative tax loss carryforwards | 191,400 | 99,300 | 83,100 | ||||||
Deferred tax benefit | 0 | 0 | 0 | ||||||
United States - Federal | Inland Revenue Malaysia | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Tax loss carryforwards, subject to expiration | 3,400 | ||||||||
PRC/Hong Kong/Singapore/Malaysia | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Taxes incurred | (200) | ||||||||
Income tax benefit (expense) | $ 200 | ||||||||
Cumulative tax loss carryforwards | 26,900 | 24,000 | 28,300 | ||||||
Deferred tax benefit | 371 | $ 241 | $ 176 | ||||||
PRC/Hong Kong/Singapore/Malaysia | Inland Revenue Malaysia | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Tax loss carryforwards, subject to expiration | 3,300 | ||||||||
PRC/Hong Kong/Singapore/Malaysia | State Administration of Taxation, China | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Tax loss carryforwards, subject to expiration | $ 23,000 |
Income Taxes - Loss Before Tax
Income Taxes - Loss Before Tax and Provision For Income Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||||||
Loss before tax, after impairment of and equity in loss of equity method investees | $ (268,511) | $ (114,889) | $ (96,412) | ||||
Deferred tax expense (benefit) of net operating loss | (371) | (241) | (176) | ||||
Valuation allowance as a result of a change in circumstances | (10,134) | 0 | 0 | ||||
Deferred tax expense (benefit) other than the above two categories | (1,506) | (3,067) | (514) | ||||
Current tax expense (benefit) other than benefit of net operating loss | 225 | 0 | 1,107 | ||||
Total income tax expense (benefit) | $ (147) | $ (1,682) | $ (525) | $ (9,027) | (11,786) | (3,308) | 417 |
Change In Circumstance | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Valuation allowance as a result of a change in circumstances | 0 | 0 | 0 | ||||
United States - Federal | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Loss before tax, after impairment of and equity in loss of equity method investees | (256,851) | (82,999) | (88,688) | ||||
Deferred tax expense (benefit) of net operating loss | 0 | 0 | 0 | ||||
Valuation allowance as a result of a change in circumstances | (8,873) | 0 | 0 | ||||
Deferred tax expense (benefit) other than the above two categories | (89) | 0 | 0 | ||||
Current tax expense (benefit) other than benefit of net operating loss | 0 | 0 | 0 | ||||
United States - State | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Deferred tax expense (benefit) of net operating loss | 0 | 0 | 0 | ||||
Valuation allowance as a result of a change in circumstances | (1,261) | 0 | 0 | ||||
Deferred tax expense (benefit) other than the above two categories | (1,359) | 0 | (514) | ||||
Current tax expense (benefit) other than benefit of net operating loss | 225 | 0 | 0 | ||||
Total income tax expense (benefit) | (300) | ||||||
PRC/Hong Kong/Singapore/Malaysia | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Loss before tax, after impairment of and equity in loss of equity method investees | (11,660) | (31,890) | (7,724) | ||||
Deferred tax expense (benefit) of net operating loss | (371) | (241) | (176) | ||||
Valuation allowance as a result of a change in circumstances | 0 | 0 | 0 | ||||
Deferred tax expense (benefit) other than the above two categories | (58) | (3,067) | 0 | ||||
Current tax expense (benefit) other than benefit of net operating loss | $ 0 | $ 0 | $ 1,107 | ||||
Total income tax expense (benefit) | $ (200) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Expected Income Tax (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
U. S. statutory income tax rate | 21% | 21% | 21% | |
Non-deductible expenses: | ||||
Non-deductible stock awards | (0.60%) | (0.60%) | (1.90%) | |
Non-deductible impairment or disposal of goodwill | (10.50%) | (3.70%) | 0% | |
Non-deductible acquisition costs | (0.70%) | 0% | 0% | |
Non-deductible officers' compensation | (0.60%) | 0% | 0% | |
Non-deductible interest expenses | (0.20%) | (2.00%) | (1.20%) | |
Additional tax cost basis on disposal of subsidiary | 0.40% | 0% | 0% | |
Expiration of and disposal of subsidiary NOL carryovers | (0.50%) | 0% | 0% | |
Change in state tax rates due to change in state apportionment | 1.10% | 1.30% | 0% | |
Increase in valuation allowance | 100% | (10.30%) | (15.70%) | (16.40%) |
Tax rate differential(state and foreign) | 5% | 1.30% | (0.50%) | |
Non-taxable gain Non-deductible (loss) on contingent consideration | 0.90% | 1.10% | (1.10%) | |
Others | (0.60%) | 0.20% | (0.30%) | |
Effective income tax rate | 4.40% | 2.90% | (0.40%) |
Income Taxes - Components of th
Income Taxes - Components of the Company's Deferred Tax (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||||||
U.S. NOL | $ 46,693 | $ 23,585 | ||||
Foreign NOL | 6,554 | 5,967 | ||||
U.S. capital loss carryover | 873 | 4,371 | ||||
U. S. Section 1231 carryover | 2,360 | |||||
Accrued payroll and expense | 1,012 | 0 | ||||
Nonqualified options | 2,999 | 1,927 | ||||
Convertible notes | 0 | 827 | ||||
Inventory reserve | 563 | 0 | ||||
Bad debt allowance | 281 | 281 | ||||
Impaired assets | 10,728 | 7,996 | ||||
Equity investment loss and others | $ 300 | 126 | ||||
Equity investment loss and others | 5,081 | 3,596 | ||||
Total deferred tax assets | 77,270 | 48,550 | ||||
Less: valuation allowance | (74,972) | (46,732) | $ (30,275) | $ (15,468) | ||
Property and equipment | (357) | (81) | ||||
Intangible assets | (5,954) | (6,782) | ||||
Outside basis in domestic subsidiary and other | (1,060) | 0 | ||||
Total deferred tax liabilities | (7,371) | $ (11,000) | (6,863) | |||
Net deferred tax assets (liabilities) | $ (5,073) | $ (5,045) |
Income Taxes - Changes in Valua
Income Taxes - Changes in Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | |||
Valuation allowance beginning balance | $ 46,732 | $ 30,275 | $ 15,468 |
Increase of valuation allowance | 28,240 | 16,457 | 14,807 |
Valuation allowance ending balance | $ 74,972 | $ 46,732 | $ 30,275 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits at beginning of year | $ 0 | $ 0 | $ 0 |
Gross changes | 0 | 0 | |
Gross increases - current year tax positions | 256 | ||
Unrecognized tax benefits at end of year | $ 256 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Aug. 16, 2022 USD ($) | Mar. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) item | Jun. 30, 2022 USD ($) | Jun. 01, 2022 | Dec. 31, 2021 USD ($) | Jan. 28, 2021 USD ($) | Sep. 30, 2020 USD ($) | Jul. 19, 2019 USD ($) | |
Loss Contingencies [Line Items] | |||||||||
Amount payable | $ 1,700 | $ 5,000 | $ 5,000 | ||||||
Number of vendors | item | 1 | 1 | |||||||
Settlement amount | $ 1,300 | $ 1,300 | |||||||
Contingent gain | $ 400 | ||||||||
Cost | $ 18,791 | $ 15,000 | |||||||
Convertible promissory note and interest | Silk EV [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Cost | $ 15,000 | $ 15,000 | $ 15,000 | ||||||
Subsequent Event | |||||||||
Loss Contingencies [Line Items] | |||||||||
Judgment amount | $ 16,400 | ||||||||
Judgment interest rate | 9% | ||||||||
Silk EV Note | Convertible Debenture | |||||||||
Loss Contingencies [Line Items] | |||||||||
Interest rate | 6% | 6% |
Concentration, Credit and Oth_2
Concentration, Credit and Other Risks - Major Customers and Suppliers (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Major Customers | Accounts receivables | Three Customers | |||
Revenue, Major Customer [Line Items] | |||
Percentage of concentration risk | 37.90% | 98.20% | |
Major Customers | Revenue from Contract with Customer Benchmark | Three Customers | |||
Revenue, Major Customer [Line Items] | |||
Percentage of concentration risk | 77% | ||
Major Customers | Revenue from Contract with Customer Benchmark | One Customer | |||
Revenue, Major Customer [Line Items] | |||
Percentage of concentration risk | 91.30% | ||
Major Suppliers | Revenue from Contract with Customer Benchmark | Four Suppliers | |||
Revenue, Major Customer [Line Items] | |||
Percentage of concentration risk | 73.70% | ||
Major Suppliers | Accounts payable | Two Suppliers | |||
Revenue, Major Customer [Line Items] | |||
Percentage of concentration risk | 61.10% |
Concentration, Credit and Oth_3
Concentration, Credit and Other Risks - Foreign Currency Risks (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue, Major Customer [Line Items] | |||
Cash and cash equivalents | $ 85,508 | $ 269,863 | $ 165,764 |
Minimum cash balance | 2,000 | ||
Cash amount | 200 | ||
Insured deposit | 4,700 | $ 1,300 | |
United States - Federal | |||
Revenue, Major Customer [Line Items] | |||
Cash and cash equivalents | 241,900 | ||
Malaysia, Singapore, China, Hong Kong | |||
Revenue, Major Customer [Line Items] | |||
Cash and cash equivalents | $ 27,900 |
Concentration, Credit and Oth_4
Concentration, Credit and Other Risks - Cybersecurity Incident (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Credit monitoring service period | 1 year |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan | |||
Employer matching contribution, percent | 100% | ||
Employer matching contribution pay, percent | 4% | ||
Percentage of vesting contribution | 100% | ||
Vesting percentage | 100% | ||
UNITED STATES | |||
Defined Contribution Plan | |||
Employer matching contribution, amount | $ 0.1 | $ 0.1 | $ 0 |
PRC | |||
Defined Contribution Plan | |||
Employer matching contribution, amount | $ 0.7 | $ 0.4 | $ 0.4 |
Geographic Areas (Details)
Geographic Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 29,595 | $ 37,285 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 1,997 | 8,965 |
Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 26,870 | 28,185 |
Other Geographical Areas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 728 | $ 135 |
Contingent Consideration - Summ
Contingent Consideration - Summary of Financial Instruments Measured at Fair Value (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Dec. 26, 2019 shares | Jul. 31, 2019 shares | Apr. 30, 2019 shares | Dec. 31, 2021 USD ($) item shares | Dec. 31, 2020 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 11, 2021 USD ($) | |
Fair Value Measurements | |||||||
Contingent consideration | $ 999 | $ 899 | $ 868 | ||||
DBOT | |||||||
Fair Value Measurements | |||||||
Contingent consideration | $ 649 | $ 649 | 649 | ||||
Number of common stock issued (in shares) | shares | 1,400,000 | 4,400,000 | 0 | 13,100,000 | |||
Tree Technologies | |||||||
Fair Value Measurements | |||||||
Contingent consideration | $ 250 | $ 250 | 119 | ||||
Number of common stock issued (in shares) | shares | 9,500,000 | ||||||
Solectrac | |||||||
Fair Value Measurements | |||||||
Contingent consideration | $ 100 | 100 | $ 2,400 | ||||
Number of contingent considerations | item | 3 | ||||||
Level 1 | |||||||
Fair Value Measurements | |||||||
Contingent consideration | $ 0 | 0 | |||||
Level 1 | DBOT | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | 0 | |||||
Level 1 | Tree Technologies | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | 0 | |||||
Level 1 | Solectrac | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | ||||||
Level 2 | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | 0 | |||||
Level 2 | DBOT | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | 0 | |||||
Level 2 | Tree Technologies | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | 0 | |||||
Level 2 | Solectrac | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | ||||||
Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 999 | 899 | 868 | ||||
Fair Value, Inputs, Level 3 [Member] | DBOT | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 649 | 649 | 649 | ||||
Fair Value, Inputs, Level 3 [Member] | Tree Technologies | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 250 | $ 250 | 119 | ||||
Fair Value, Inputs, Level 3 [Member] | Solectrac | |||||||
Fair Value Measurements | |||||||
Contingent consideration | $ 100 | $ 100 |
Contingent Consideration - Sign
Contingent Consideration - Significant Inputs and Assumptions (Details) | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 3.4 | 0.1 | 1.6 | |
Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 25 | 30 | 30 | |
Measurement Input, Expected Term [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 0.08 | 0.25 | ||
Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 0 | 0 | ||
Weighted-average cost of capital | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 15 | 15 | ||
Measurement Input, Discount Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 13.1 | |||
Measurement Input, Probability Rate [Member] | Minimum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 5 | 20 | ||
Measurement Input, Probability Rate [Member] | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 10 | 55 |
Contingent Consideration - Reco
Contingent Consideration - Reconciliation of Level 3 Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Remeasurement loss/(gain) recognized in the income statement | $ 2,401 | $ 131 | $ 1,907 | $ 9,600 | $ 5,503 | $ (5,094) |
Contingent Consideration Liability [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 999 | $ 8,960 | 8,960 | 24,656 | 0 | |
Addition | 1,639 | 19,562 | ||||
Measurement period adjustment | (1,990) | 5,094 | ||||
Settlement | (8,203) | |||||
Remeasurement loss/(gain) recognized in the income statement | (131) | (9,600) | (5,503) | |||
Ending balance | $ 868 | $ 999 | $ 8,960 | $ 24,656 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Sep. 15, 2022 USD ($) shares | Sep. 02, 2022 shares | Sep. 01, 2022 USD ($) $ / shares shares | Aug. 29, 2022 USD ($) D $ / shares | Jul. 12, 2022 shares | Feb. 09, 2022 USD ($) | Feb. 09, 2022 EUR (€) | Jan. 07, 2022 USD ($) installment | Jan. 07, 2022 EUR (€) installment | Jun. 10, 2021 shares | Jun. 30, 2022 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2019 USD ($) | Sep. 30, 2022 | Aug. 31, 2022 USD ($) | May 31, 2022 USD ($) | May 20, 2022 USD ($) shares | Mar. 07, 2022 | Jan. 07, 2022 EUR (€) | Sep. 15, 2021 | Aug. 30, 2021 USD ($) | May 20, 2021 USD ($) | Mar. 03, 2021 | |
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Principal | $ 33,598,000 | $ 33,598,000 | $ 57,811,000 | $ 565,000 | ||||||||||||||||||||||||
(Loss) gain on disposal of subsidiaries, net | $ (180,000) | $ (1,446,000) | ||||||||||||||||||||||||||
Tender offer cost | $ 60,300,000 | € 52,500,000 | ||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Revenue | $ 34,202,000 | $ 30,128,000 | $ 59,593,000 | 60,066,000 | $ 114,080,000 | $ 26,759,000 | $ 44,566,000 | |||||||||||||||||||||
PRC | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Revenue | 15,647,000 | $ 5,074,000 | 28,882,000 | $ 8,130,000 | 29,712,000 | $ 25,045,000 | $ 2,693,000 | |||||||||||||||||||||
Cash | 12,400,000 | 12,400,000 | ||||||||||||||||||||||||||
Convertible promissory note and interest | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Cost | 67,640,000 | 67,640,000 | 54,319,000 | |||||||||||||||||||||||||
US Hybrid | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Number of common stock issued (in shares) | shares | 6.6 | |||||||||||||||||||||||||||
Seven Stars Energy Ptd. Ltd. [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Percentage of ownership interest | 51% | 51% | ||||||||||||||||||||||||||
VIA Motors International, Inc. | Convertible Debenture | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Principal | $ 42,500,000 | |||||||||||||||||||||||||||
Interest rate | 4% | |||||||||||||||||||||||||||
VIA Motors International, Inc. | Convertible promissory note and interest | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Cost | $ 48,018,000 | $ 48,018,000 | $ 42,500,000 | $ 42,500,000 | ||||||||||||||||||||||||
Energica Motor Company, Inc. [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Ownership percentage, equity method | 20% | 20% | ||||||||||||||||||||||||||
Ownership percentage threshold | 90% | |||||||||||||||||||||||||||
Via Motor Note | Convertible Debenture | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Principal | $ 11,700,000 | $ 42,500,000 | $ 2,200,000 | |||||||||||||||||||||||||
Interest rate | 4% | 4% | 4% | 4% | ||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Tender offer cost | $ 60,300,000 | € 52,500,000 | ||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||||||||
Subsequent Event [Member] | Standby Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 150 | 60 | 60 | |||||||||||||||||||||||||
Commitment fee | $ 1,500,000 | $ 600,000 | ||||||||||||||||||||||||||
Transaction period | 36 months | 36 months | ||||||||||||||||||||||||||
Purchase price equal to percentage of market price | 95% | 95% | ||||||||||||||||||||||||||
Shares issued as a percentage of outstanding stock | 19.90% | 5% | ||||||||||||||||||||||||||
Consecutive trading day period | 3 days | |||||||||||||||||||||||||||
Subsequent Event [Member] | US Hybrid | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Number of common stock issued (in shares) | shares | 6.6 | |||||||||||||||||||||||||||
Equity interest percentage | 100% | |||||||||||||||||||||||||||
Subsequent Event [Member] | Seven Stars Energy Ptd. Ltd. [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Percentage of ownership interest | 51% | 51% | ||||||||||||||||||||||||||
Subsequent Event [Member] | VIA Motors International, Inc. | Convertible promissory note and interest | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Cost | $ 24,600,000 | |||||||||||||||||||||||||||
Subsequent Event [Member] | Energica Motor Company, Inc. [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Ownership percentage threshold | 90% | |||||||||||||||||||||||||||
Subsequent Event [Member] | Timios | Orangegrid | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Preferred stock, shares issued (in shares) | shares | 6.6 | |||||||||||||||||||||||||||
Investments | $ 3,000,000 | |||||||||||||||||||||||||||
Subsequent Event [Member] | Forecast | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
(Loss) gain on disposal of subsidiaries, net | $ 500,000 | |||||||||||||||||||||||||||
Subsequent Event [Member] | Forecast | Energica Motor Company, Inc. [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Ownership percentage, equity method | 70% | 70% | ||||||||||||||||||||||||||
Subsequent Event [Member] | Forecast | Energica Founders [Member] | Energica Motor Company, Inc. [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Ownership percentage, equity method | 29% | 29% | ||||||||||||||||||||||||||
Subsequent Event [Member] | Via Motor Note | Convertible Debenture | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Principal | $ 12,900,000 | $ 11,700,000 | ||||||||||||||||||||||||||
Interest rate | 4% | |||||||||||||||||||||||||||
Subsequent Event [Member] | Energica Loan Agreement | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Principal | $ 5,700,000 | € 5,000,000 | ||||||||||||||||||||||||||
Periodic payment | $ 284,075 | € 250,000 | ||||||||||||||||||||||||||
Number of installments | installment | 2 | 2 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Debenture | YA II PN, Ltd [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Gross proceeds | $ 16,700,000 | |||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.50 | |||||||||||||||||||||||||||
Percentage of stock price trigger | 85% | |||||||||||||||||||||||||||
Consecutive trading days | D | 7 | |||||||||||||||||||||||||||
Conversion price of common stock (in dollars per share) | $ / shares | $ 0.20 | |||||||||||||||||||||||||||
Subsequent Event [Member] | Euribor | Energica Loan Agreement | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 2% | 2% |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) $ in Thousands | Jun. 30, 2022 USD ($) |
Current assets: | |
Cash and cash equivalents | $ 85,508 |
Accounts receivable, net | 6,657 |
Contract assets | 3,115 |
Amount due from related parties | 303 |
Available-for-sale securities | 3,312 |
Notes receivable from third parties | 69,830 |
Notes receivable from related party | 1,004 |
Inventory | 23,770 |
Prepaid expenses | 23,187 |
Other current assets | 5,129 |
Total current assets | 221,815 |
Property and equipment, net | 8,318 |
Intangible assets, net | 84,367 |
Goodwill | 72,098 |
Operating lease right of use assets | 17,740 |
Long-term investments | 25,518 |
Other non-current assets | 1,345 |
Total assets | 431,201 |
Current liabilities | |
Accounts payable | 16,310 |
Deferred revenue (including customer deposits of $4,407 and $3,163 as of June 30, 2022 and December 31, 2021, respectively) | 6,048 |
Accrued salaries | 6,269 |
Amount due to related parties | 2,394 |
Other current liabilities | 12,792 |
Current portion of operating lease liabilities | 3,926 |
Current contingent consideration | 722 |
Promissory note-short term | 3,591 |
Convertible promissory note due to third-parties-short term | 33,437 |
Total current liabilities | 85,489 |
Promissory note-long term | 1,716 |
Operating lease liability-long term | 13,638 |
Non-current contingent consideration | 145 |
Deferred tax liabilities | 8,799 |
Other long-term liabilities | 725 |
Total liabilities | 110,512 |
Convertible redeemable preferred stock and Redeemable non-controlling interest: | |
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of June 30, 2022 and December 31, 2021 | 1,262 |
Equity: | |
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 497,272,525 shares and 497,272,525 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 498 |
Additional paid-in capital | 973,701 |
Accumulated deficit | (672,037) |
Accumulated other comprehensive income | (5,691) |
Total Ideanomics, Inc. shareholders' equity | 296,471 |
Non-controlling interest | 22,956 |
Total equity | 319,427 |
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | $ 431,201 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current liabilities | |||
Customer deposits | $ 4,407 | $ 3,163 | $ 31 |
Convertible redeemable preferred stock and Redeemable non-controlling interest: | |||
Convertible redeemable preferred stock, Series A shares issued (in shares) | 7,000,000 | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, Series A shares outstanding (in shares) | 7,000,000 | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, Series A liquidation and deemed liquidation preference | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 |
Equity: | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (in shares) | 497,272,525 | 497,272,525 | 344,861,295 |
Common stock, shares outstanding (in shares) | 497,272,525 | 497,272,525 | 344,861,295 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 34,202 | $ 30,128 | $ 59,593 | $ 60,066 | $ 114,080 | $ 26,759 | $ 44,566 |
Total cost of revenue | 32,713 | 21,096 | 58,084 | 40,322 | 90,852 | 24,702 | 1,458 |
Gross profit | 1,489 | 9,032 | 1,509 | 19,744 | 23,228 | 2,057 | 43,108 |
Operating expenses: | |||||||
Selling, general and administrative expenses | 38,750 | 19,780 | 75,845 | 36,669 | 72,825 | 32,399 | 24,862 |
Research and development expense | 680 | 235 | 1,694 | 245 | 760 | 1,635 | 0 |
Asset impairment | 572 | 653 | 71,070 | 33,230 | 73,669 | ||
Remeasurement loss/(gain) recognized in the statement of operations | (2,401) | (131) | (1,907) | (9,600) | (5,503) | 5,094 | |
Litigation settlement | 42 | 42 | 5,000 | 5,432 | 0 | 0 | |
Depreciation and amortization | 2,282 | 1,441 | 3,567 | 2,769 | 6,118 | 5,310 | 2,229 |
Total operating expenses | 42,326 | 19,055 | 81,670 | 42,776 | 282,785 | 97,701 | 111,682 |
Loss from operations | (40,837) | (10,023) | (80,161) | (23,032) | (259,557) | (95,644) | (68,574) |
Interest and other income (expense): | |||||||
Interest income | 840 | 238 | 1,603 | 395 | 1,502 | 108 | 68 |
Interest expense | (488) | (801) | (1,067) | (1,375) | (2,139) | (16,078) | (5,684) |
Loss on disposal of subsidiaries, net | (42) | (1,234) | (188) | (1,264) | (1,264) | 276 | (952) |
Gain on remeasurement of investment | 2,915 | 10,965 | 2,915 | 2,915 | 0 | (3,179) | |
Other income, net | 1,696 | 837 | 1,887 | 499 | 1,261 | 6,604 | (433) |
Loss before income taxes and non-controlling interest | (38,831) | (8,068) | (66,961) | (21,862) | |||
Income tax benefit | 147 | 1,682 | 525 | 9,027 | 11,786 | 3,308 | (417) |
Equity in gain (loss) of equity method investees | (589) | (461) | (1,928) | (615) | (3,665) | (131) | |
Net loss | (39,273) | (6,847) | (68,364) | (13,450) | (256,725) | (111,581) | (96,829) |
Net loss attributable to common shareholders | (39,273) | (6,847) | (68,364) | (13,450) | (256,725) | (111,765) | (97,656) |
Net loss attributable to non-controlling interest | 1,506 | 152 | 2,086 | 272 | 714 | 10,501 | (852) |
Net loss attributable to Ideanomics, Inc. common shareholders | $ (37,767) | $ (6,695) | $ (66,278) | $ (13,178) | $ (256,011) | $ (101,264) | $ (98,508) |
Earnings (loss) per share | |||||||
Basic (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.13) | $ (0.03) | $ (0.57) | $ (0.47) | $ (0.82) |
Diluted (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.13) | $ (0.03) | $ (0.57) | $ (0.47) | $ (0.82) |
Weighted average shares outstanding: | |||||||
Basic (in shares) | 497,792,525 | 433,098,279 | 497,577,331 | 412,230,966 | 447,829,204 | 213,490,535 | 119,766,859 |
Diluted (in shares) | 497,792,525 | 433,098,279 | 497,577,331 | 412,230,966 | 447,829,204 | 213,490,535 | 119,766,859 |
Sale of products | |||||||
Total revenue | $ 24,534 | $ 6,957 | $ 39,411 | $ 11,472 | $ 37,009 | $ 25,128 | $ 0 |
Total cost of revenue | 25,027 | 6,060 | 40,765 | 10,512 | 37,845 | 23,644 | 0 |
Sale of services | |||||||
Total revenue | 9,589 | 22,795 | 20,049 | 48,004 | 75,766 | 1,631 | 44,566 |
Total cost of revenue | 7,605 | 14,663 | 17,188 | 29,277 | 51,562 | 1,058 | 1,458 |
Other revenue | |||||||
Total revenue | 79 | 376 | 133 | 590 | 1,305 | 0 | 0 |
Total cost of revenue | $ 81 | $ 373 | $ 131 | $ 533 | $ 1,445 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - Sale of products - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from related party | $ 0 | $ 0 | $ 0 | $ 1 | $ 1 | $ 10 | $ 0 |
Cost of revenue from related party | $ 0 | $ 4 | $ 0 | $ 8 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||||||||
Net loss | $ (39,273) | $ (6,847) | $ (68,364) | $ (13,450) | $ (256,725) | $ (111,581) | $ (96,829) | ||
Other comprehensive income (loss), net of nil tax: | |||||||||
Changes in fair value of available-for-sale securities | (20) | (20) | |||||||
Foreign currency translation adjustments | (9,012) | $ 1,209 | (40) | $ (693) | (7,803) | (733) | (1,385) | 3,158 | 407 |
Comprehensive loss | (48,285) | (6,907) | (76,167) | (14,203) | (258,110) | (108,423) | (96,422) | ||
Comprehensive loss (gain) attributable to non-controlling interest | 3,385 | 158 | 3,681 | 591 | 2,020 | 9,238 | (844) | ||
Comprehensive loss attributable to Ideanomics, Inc. common shareholders | $ (44,900) | $ (6,749) | $ (72,486) | $ (13,612) | $ (256,090) | $ (99,369) | $ (98,093) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Other comprehensive income (loss), tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) - USD ($) $ in Thousands | Ideanomics Shareholders' equity At-The-Market Offering | Ideanomics Shareholders' equity Private Placement | Ideanomics Shareholders' equity | Common Stock At-The-Market Offering | Common Stock Private Placement | Common Stock | Additional Paid-in Capital At-The-Market Offering | Additional Paid-in Capital Private Placement | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interest | At-The-Market Offering | Private Placement | Total | ||
Beginning balance (in shares) at Dec. 31, 2018 | 102,766,006 | ||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 44,243 | $ 103 | $ 195,780 | $ (149,975) | $ (1,665) | $ (1,031) | [1] | $ 43,212 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share-based compensation | 9,113 | 9,113 | $ 9,113 | ||||||||||||||
Common stock issuance for acquisition (in shares) | 37,966,908 | 7,400,000 | |||||||||||||||
Common stock issuance for acquisition | 53,221 | $ 38 | 53,183 | 24,598 | [1] | $ 77,819 | |||||||||||
Common stock issued under employee stock incentive plan (in shares) | 129,840 | ||||||||||||||||
Common stock issuance for convertible note (in shares) | 8,186,890 | ||||||||||||||||
Common stock issuance for convertible note | 23,005 | $ 8 | 22,997 | 23,005 | |||||||||||||
Acquisitions | $ 1 | (1) | 321 | [1] | 321 | ||||||||||||
Net income (loss) | [2] | (98,508) | (98,508) | 852 | [1] | (97,656) | |||||||||||
Foreign currency translation adjustments, net of nil tax | 415 | 407 | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 149,692,953 | ||||||||||||||||
Ending balance at Dec. 31, 2019 | 33,559 | $ 150 | 282,556 | (248,483) | (664) | 25,178 | [1] | 58,737 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share-based compensation | 11,972 | 11,972 | 11,972 | ||||||||||||||
Common stock issuance for acquisition (in shares) | 13,056,055 | ||||||||||||||||
Common stock issuance for acquisition | 8,192 | $ 13 | 8,179 | 8,192 | |||||||||||||
Common stock issuance for professional fee (in shares) | 1,804,033 | ||||||||||||||||
Common stock issuance for professional fee | 1,642 | $ 2 | 1,640 | 1,642 | |||||||||||||
Common stock issued under employee stock incentive plan (in shares) | 2,634,666 | ||||||||||||||||
Common stock issued under employee stock incentive plan | 1,726 | $ 3 | 1,723 | 1,726 | |||||||||||||
Common stock issuance (in shares) | 123,437,386 | ||||||||||||||||
Common stock issuance | 182,778 | $ 123 | 182,655 | (280) | [1] | 182,498 | |||||||||||
Common stock issuance for convertible note (in shares) | 40,662,420 | ||||||||||||||||
Common stock issuance for convertible note | 45,666 | $ 40 | 45,626 | 45,666 | |||||||||||||
Acquisitions | 100 | [1] | 100 | ||||||||||||||
Net income (loss) | [2] | (101,264) | (101,264) | (10,938) | [1] | (112,202) | |||||||||||
Foreign currency translation adjustments, net of nil tax | 1,895 | 1,895 | 1,263 | [1] | 3,158 | ||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 344,861,295 | ||||||||||||||||
Ending balance at Dec. 31, 2020 | 183,695 | $ 345 | 531,866 | (349,747) | 1,231 | 3,739 | [1] | 187,434 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share-based compensation | 2,040 | 2,040 | 2,040 | ||||||||||||||
Contingent shares | 7,658 | 7,658 | 7,658 | ||||||||||||||
Common stock issuance for acquisition (in shares) | 10,181,299 | ||||||||||||||||
Common stock issuance for acquisition | 32,377 | $ 10 | 32,367 | 32,377 | |||||||||||||
Common stock issuance for professional fee (in shares) | 440,909 | ||||||||||||||||
Common stock issuance for professional fee | 1,162 | 1,162 | 1,162 | ||||||||||||||
Common stock issued under employee stock incentive plan (in shares) | 475,000 | ||||||||||||||||
Common stock issued under employee stock incentive plan | 251 | 251 | 251 | ||||||||||||||
Common stock issuance (in shares) | 17,615,534 | ||||||||||||||||
Common stock issuance | 53,407 | $ 18 | 53,389 | 53,407 | |||||||||||||
Common stock issuance for convertible note (in shares) | 45,895,763 | ||||||||||||||||
Common stock issuance for convertible note | 140,126 | $ 46 | $ 140,080 | 140,126 | |||||||||||||
Net income (loss) | (6,483) | $ (6,483) | (236) | (6,719) | |||||||||||||
Foreign currency translation adjustments, net of nil tax | $ (380) | $ (380) | $ (313) | $ (693) | |||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 413,853,000 | 419,469,800 | 768,813,000 | (356,230,000) | 851,000 | 3,190,000 | 417,043,000 | ||||||||||
Ending balance at Mar. 31, 2021 | $ 419 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 344,861,295 | ||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 183,695 | $ 345 | $ 531,866 | $ (349,747) | $ 1,231 | $ 3,739 | [1] | $ 187,434 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Common stock issuance (in shares) | 10,000,000 | ||||||||||||||||
Common stock issuance | $ 27,300 | ||||||||||||||||
Changes in available-for-sale securities fair value | (20) | ||||||||||||||||
Foreign currency translation adjustments, net of nil tax | (733) | ||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 466,354,487 | ||||||||||||||||
Ending balance at Jun. 30, 2021 | 540,282 | $ 466 | 901,943 | (362,925) | 798 | 2,916 | 543,198 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 344,861,295 | ||||||||||||||||
Beginning balance at Dec. 31, 2020 | 183,695 | $ 345 | 531,866 | (349,747) | 1,231 | 3,739 | [1] | 187,434 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share-based compensation | 21,982 | 21,982 | 21,982 | ||||||||||||||
Contingent shares | 1,520 | 1,520 | $ 1,520 | ||||||||||||||
Common stock issuance for acquisition (in shares) | 18,926,413 | 11,300,000 | |||||||||||||||
Common stock issuance for acquisition | 59,808 | $ 19 | 59,789 | $ 59,808 | |||||||||||||
Common stock issuance for professional fee (in shares) | 962,689 | ||||||||||||||||
Common stock issuance for professional fee | 2,318 | 2,318 | 2,318 | ||||||||||||||
Common stock issued under employee stock incentive plan (in shares) | 10,559,084 | ||||||||||||||||
Common stock issued under employee stock incentive plan | 8,290 | $ 11 | 8,279 | 8,290 | |||||||||||||
Common stock issuance (in shares) | 68,293,722 | 10,000,000 | |||||||||||||||
Common stock issuance | $ 188,546 | $ 69 | $ 27,300 | $ 188,477 | $ 188,546 | ||||||||||||
Common stock issuance for convertible note (in shares) | 55,278,885 | ||||||||||||||||
Common stock issuance for convertible note | 157,766 | $ 55 | 157,711 | 157,766 | |||||||||||||
Tax withholding paid for net share settlement of equity awards | (3,878) | $ (2) | (3,876) | (3,878) | |||||||||||||
Acquisitions | 157 | [1] | 157 | ||||||||||||||
Net income (loss) | (256,011) | (256,011) | (1,179) | [1] | (257,190) | ||||||||||||
Foreign currency translation adjustments, net of nil tax | (1,009) | (1,009) | (376) | [1] | (1,385) | ||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 497,272,525 | ||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 363,027 | $ 497 | $ 968,066 | $ (605,758) | $ 222 | $ 2,341 | [1] | $ 365,368 | |||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 413,853,000 | 419,469,800 | 768,813,000 | (356,230,000) | 851,000 | 3,190,000 | 417,043,000 | ||||||||||
Beginning balance at Mar. 31, 2021 | $ 419 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share-based compensation | $ 2,007 | $ 2,007 | $ 2,007 | ||||||||||||||
Common stock issuance for acquisition (in shares) | 6,733,497 | ||||||||||||||||
Common stock issuance for acquisition | 21,127 | $ 7 | 21,120 | 21,127 | |||||||||||||
Common stock issuance for professional fee (in shares) | 260,000 | ||||||||||||||||
Common stock issuance for professional fee | 656 | 656 | 656 | ||||||||||||||
Common stock issued under employee stock incentive plan (in shares) | 4,590,000 | ||||||||||||||||
Common stock issued under employee stock incentive plan | 7,740 | $ 5 | 7,735 | 7,740 | |||||||||||||
Common stock issuance (in shares) | 25,301,190 | 10,000,000 | |||||||||||||||
Common stock issuance | $ 74,347 | $ 27,300 | $ 25 | $ 10 | $ 74,322 | $ 27,290 | $ 74,347 | $ 27,300 | |||||||||
Changes in available-for-sale securities fair value | (20) | $ (20) | (20) | ||||||||||||||
Net income (loss) | [3] | (6,695) | $ (6,695) | $ (267) | (6,962) | ||||||||||||
Foreign currency translation adjustments, net of nil tax | (33) | (33) | (7) | (40) | |||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 466,354,487 | ||||||||||||||||
Ending balance at Jun. 30, 2021 | 540,282 | $ 466 | 901,943 | (362,925) | 798 | 2,916 | 543,198 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 497,272,525 | ||||||||||||||||
Beginning balance at Dec. 31, 2021 | 363,027 | $ 497 | 968,066 | (605,758) | 222 | 2,341 | [1] | 365,368 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share-based compensation | 2,355 | 2,355 | 2,355 | ||||||||||||||
Common stock issuance for professional fee (in shares) | 350,000 | ||||||||||||||||
Common stock issuance for professional fee | 435 | $ 1 | 434 | 435 | |||||||||||||
Common stock issued under employee stock incentive plan (in shares) | 125,000 | ||||||||||||||||
Common stock issued under employee stock incentive plan | 66 | 66 | 66 | ||||||||||||||
Tax withholding paid for net share settlement of equity awards | (83) | (83) | (83) | ||||||||||||||
Deconsolidation of subsidiary | (236) | (236) | |||||||||||||||
Acquisitions | 24,778 | 24,778 | |||||||||||||||
Net income (loss) | (28,512) | (28,512) | (580) | (29,092) | |||||||||||||
Foreign currency translation adjustments, net of nil tax | 925 | 925 | 284 | 1,209 | |||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 497,747,525 | ||||||||||||||||
Ending balance at Mar. 31, 2022 | 338,213 | $ 498 | 970,838 | (634,270) | 1,147 | 26,587 | 364,800 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 497,272,525 | ||||||||||||||||
Beginning balance at Dec. 31, 2021 | 363,027 | $ 497 | 968,066 | (605,758) | 222 | 2,341 | [1] | 365,368 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Common stock issuance for acquisition (in shares) | 0 | ||||||||||||||||
Foreign currency translation adjustments, net of nil tax | (7,803) | ||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 497,747,525 | ||||||||||||||||
Ending balance at Jun. 30, 2022 | 296,471 | $ 498 | 973,701 | (672,037) | (5,691) | 22,956 | 319,427 | ||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 497,747,525 | ||||||||||||||||
Beginning balance at Mar. 31, 2022 | 338,213 | $ 498 | 970,838 | (634,270) | 1,147 | 26,587 | 364,800 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share-based compensation | 2,863 | 2,863 | $ 2,863 | ||||||||||||||
Common stock issuance (in shares) | 0 | ||||||||||||||||
Acquisitions | 49 | $ 49 | |||||||||||||||
Net income (loss) | (37,767) | (37,767) | (1,506) | (39,273) | |||||||||||||
Foreign currency translation adjustments, net of nil tax | (6,838) | (6,838) | (2,174) | (9,012) | |||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 497,747,525 | ||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 296,471 | $ 498 | $ 973,701 | $ (672,037) | $ (5,691) | $ 22,956 | $ 319,427 | ||||||||||
[1]Excludes accretion of dividend for redeemable non-controlling interest[2]Excludes deemed dividend related to warrant repricing[3]Excludes accretion of dividend for redeemable non-controlling interest. |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (68,364) | $ (13,450) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Share-based compensation expense | 5,218 | 4,047 |
Depreciation and amortization | 3,567 | 2,769 |
Noncash lease expense | 1,853 | 0 |
Non-cash interest expense (income) | (1,400) | 991 |
Allowance for doubtful accounts | 559 | 340 |
Income tax benefit | (684) | (9,393) |
Loss on disposal of subsidiaries, net | 180 | 1,446 |
Equity in losses of equity method investees | 1,928 | 615 |
Other income (forgiveness of liabilities) | (99) | (777) |
Issuance of common stock for professional fees | 951 | 1,819 |
Gain on remeasurement of investment | (10,965) | (2,915) |
Impairment losses | 653 | 0 |
Change in fair value of contingent consideration | (131) | (1,907) |
Change in assets and liabilities (net of amounts acquired): | ||
Accounts receivable | (2,081) | 4,968 |
Inventory | (8,342) | (497) |
Prepaid expenses and other assets | (4,746) | (7,415) |
Accounts payable | 6,753 | (60) |
Deferred revenue | (388) | (1,497) |
Amount due to related parties | (29) | 770 |
Accrued expenses, salary and other current liabilities | (6,802) | 9,776 |
Net cash used in operating activities | (82,369) | (10,370) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (3,362) | (603) |
Acquisition of intangible asset | (469) | 0 |
Disposal of subsidiaries, net of cash disposed | (417) | (44) |
Proceeds from selling available for sales securities | 337 | 0 |
Acquisition of subsidiaries, net of cash acquired | (54,889) | (100,579) |
Long term investment | (3,203) | (26,083) |
Notes receivable from related party | (1,000) | 0 |
Investment in debt securities | (13,314) | (15,528) |
Net cash used in investing activities | (76,317) | (142,837) |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes | 0 | 220,000 |
Proceeds from exercise of options and warrants and issuance of common stock | 0 | 163,046 |
Proceeds from noncontrolling interest shareholder | 49 | 0 |
Tax withholding paid for net share settlement of equity awards | (84) | 0 |
Borrowings(repayments) from/to third parties | 279 | 0 |
Repayment of convertible note | (24,664) | 0 |
Net cash provided by financing activities | (24,420) | 383,046 |
Effect of exchange rate changes on cash | (1,249) | 39 |
Net increase in cash and cash equivalents | (184,355) | 229,878 |
Cash and cash equivalents at the beginning of the period | 269,863 | 165,764 |
Cash and cash equivalents at the end of the period | 85,508 | 395,642 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income tax | 159 | 801 |
Cash paid for interest | 1,188 | 0 |
Issuance of shares for acquisition | 0 | 53,504 |
Issuance of shares for convertible notes conversion | $ 0 | $ 140,126 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
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. The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Therefore, the Company operates in one segment with two business units: Ideanomics Mobility and Ideanomics Capital. Through June 30, 2022, the Company operates in one segment with two business units, Ideanomics Mobility and Ideanomics Capital. For the three months ended June 30, 2022, the Company completed one acquisition. We are in the in the process of filing the necessary disclosures in anticipation of obtaining the required shareholder approval to acquire 100% of VIA. The total aggregate consideration payable in connection with this transaction is equal to $630.0 million, consisting of an upfront payment at the closing of the transaction of $450.0 million and an earnout payment of up to $180.0 million. The Company anticipates that its internal management structure and the information reviewed by the chief operating decision maker will change such that it may have multiple reportable segments in the future. Anticipated segments are, Ideanomics Mobility, which will encompass the entities with businesses centered in the EV market, Ideanomics Capital, will encompass businesses centered in the finance/real estate market, Other which will encompass businesses that do not operate in the sectors covered by Ideanomics Mobility and Ideanomics Capital and a corporate entity which will encompass costs associated with head office operations, with the combination/consolidation of all segments and the corporate entity comprising the consolidated operations of the Company. The chief operating decision maker will review financial results at the segment level; the Company has appointed business unit managers for Ideanomics Mobility and Ideanomics Capital and is in the process of and revising its internal reporting, budgeting and forecasting process so as to be aligned with the anticipated corporate structure. Ideanomics Mobility will drive 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 CaaS and VaaS. Ideanomics Capital will be the Company’s fintech business unit, which focuses on leveraging technology and innovation to improve efficiency, transparency, and profitability for the financial services industry. Recent Developments Energica Tender Offer On September 15, 2021, the Company announced it had entered into an agreement to launch a voluntary conditional tender offer in concert with the founders of Energica for shares of Energica, pursuant to which Ideanomics plans to increase its investment from 20.0% in Energica to approximately 70.0%. The Energica founders shall continue to own 29.0% of Energica. On February 9, 2022, the Company wired €52.5 million (approximately $60.3 million) to an escrow account in order to facilitate and fund the conditional tender offer. On March, 7, 2022 the Company announced that it had achieved the 90.0% threshold for the conditional tender offer. The transaction received final approval from Italian regulatory authorities and closed on March 14, 2022. 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 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, 2021 filed with the SEC on September 2, 2022 Form 10-K. 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, the Company evaluates its estimates, including those related to the bad debt allowance, collectability of notes receivable, sales returns, fair values of financial instruments, equity investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-period financial statement presentation. Significant Accounting Policies For a detailed discussion of Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ consolidated financial statements included in the Company’s 2021 Form 10-K. During the six months ended June 30, 2022, the Company acquired one business, Energica, which resulted in the adoption of the following accounting policies with respect to that business. 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 FIFO basis. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value. The composition of inventory is as follows (in thousands) : June 30, 2022 December 31, 2021 Raw materials $ 3,555 $ 245 Work in progress 14,319 90 Finished goods 5,896 5,824 Total $ 23,770 $ 6,159 The majority of the inventory is held in US Hybrid, Solectrac and Energica entities and represents finished assemblies and sub assemblies to be used in delivering electric powertrain components and electric tractors to customers, respectively. Revenue For product sales, the acquired EV entities consider practical and contractual limitations in determining whether there is an alternative use for the product. For example, long-term design and build contracts are typically highly customized to a customer’s specifications. For contracts with no alternative use and an enforceable right to payment for work performed to date, including a reasonable profit if the contract were terminated at the customer’s convenience for reason other than nonperformance, the acquired EV entities recognize revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, the acquired EV entities have historically used the cost-to-total cost method to recognize the revenue over the life of the contract. For contracts recognized at a point in time, the acquired EV entities recognize revenue when control passes to the customer, which is generally based on shipping terms that address when title and risk and rewards pass to the customer. However, the acquired EV entities also consider certain customer acceptance provisions as certain contracts with customers include installation, testing, certification or other acceptance provisions. In instances where contractual terms include a provision for customer acceptance, the acquired EV entities consider whether they have previously demonstrated that the product meets objective criteria specified by either the seller or customer in assessing whether control has passed to the customer. For service contracts, the acquired EV entities recognize revenue as the services are rendered if the customer is benefiting from the service as it is performed, or otherwise upon completion of the service. Separately priced extended warranties are recognized as a separate performance obligation over the warranty period. The transaction price in the acquired EV entities’ contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances, and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends, and current factors including market conditions and status of negotiations. For design and build contracts, the acquired entities may at times collect progress payments from the customer throughout the term of the contract, resulting in contract assets or liabilities depending on the timing of the payments. Contract assets consist of unbilled amounts when revenue recognized exceeds customer billings. Contract liabilities consist of advance payments and billings in excess of revenue recognized. Design and engineering costs for highly complex products to be sold under a long-term production-type contract are deferred and amortized in a manner consistent with revenue recognition of the related contract or anticipated contract. Other design and development costs are deferred only if there is a contractual guarantee for reimbursement. Costs to obtain a contract (e.g., commissions) for contracts greater than one year are deferred and amortized in a manner consistent with revenue recognition of the related contract. Product Warranties The acquired EV entities’ standard product warranty terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The acquired EV entities estimate the liability for warranty claims based on standard warranties, the historical frequency of claims and the cost to replace or repair products under warranty. Factors that influence the warranty liability include the number of units sold, the length of warranty term, historical and anticipated rates of warranty claims and the cost per claim. The warranty liability as of June 30, 2022 is $0.6 million and is included in “Other long-term liabilities” within the condensed consolidated balance sheet. The warranty liability has not changed substantially subsequent to WAVE’s acquisition. Effects of COVID 19 COVID-19 is an infectious disease caused 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. 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 2021 as the effects of the Coronavirus appeared to lessen, and economic activity began to recover. However, commencing in the autumn and fall of 2021 and continuing, the U.S. as well as countries in Europe, South America and Asia began to experience an increase in new COVID-19 cases, and in some cases local, state, and national governments began to reinstate restrictive measures to stem the spread of the virus. The U.S. and other countries also experienced an increase in new COVID-19 cases after the fall and winter holiday season, with new, more infectious variants of COVID-19 identified. Various vaccines have been developed, with vaccinations programs in effect worldwide, though reaching acceptable levels of immunization against COVID-19 remains challenging at the local, regional and global level. The future effects of the virus are difficult to predict, due to uncertainty about the course of the virus, different variants that may evolve, and the supply of the vaccine on a local, regional, and global basis, as well as the ability to implement vaccination programs in a short time frame. The Company does not anticipate significant adverse effects on its operations’ revenue as compared to its business plan in the near- or mid-term, although the future effects of COVID-19 may result in regional restrictive measures which may constrain the Company’s operations, and supply chain shortages of various materials may have a negative effect on our EV sales or production capacity in the longer-term. The Company’s Tree Technologies business, which focuses on the sale of motorbikes in the ASEAN region, is experiencing disruption in its operations as a result the continued lockdowns in the region, which have adversely impacted its ability to fulfill committed orders. The Company continues to monitor the overall situation with COVID-19 and its effects on both local, regional and global economies. Liquidity and Going Concern The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the ASC 205, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company has a pending acquisition of VIA, a U.S. manufacturer of electric commercial vehicles including Class 2 through Class 5 cargo vans, trucks, and buses. The Company is in the in the process of obtaining required shareholder approval to acquire 100% of VIA. The total aggregate consideration payable in connection with this transaction is equal to $630.0 million, consisting of an upfront payment at the closing of the transaction of $450.0 million, more than $62.9 million of which has been paid to date (prior to closing) in cash as documented in the form of convertible notes, as well as an earnout payment of up to $180.0 million. In addition, the company has provided an incremental $11.7 million in bridge financing to VIA for the support of ongoing operations due to the delay in closing. This bridge loan will be forgiven at the time of closing. The remaining consideration for the acquisition of VIA is to be consummated with Ideanomics common stock, rather than cash. However, transaction fees are material and estimated to be $45.0 million, and it is anticipated that VIA will require operational and capital funding of $260.0 million in the next twelve months. The Company has filed a registration statement on Form S-4 regarding shareholder approval for the transaction. As of the date of these financial statements, the registration statement had not been declared effective, and the financial statements contained therein must be updated to December 31, 2021. An amended S-4 statement with the required updated financial statements is anticipated to be filed with the SEC in the second quarter of 2022. The terms of the agreement stated that either party may terminate the agreement under specified conditions as of August 31, 2022, however the Company has exercised its option to extend that date to September 30, 2022. As of December 31, 2021, the Company had cash and cash equivalents of approximately $269.9 million, of which $11.8 million is held in China and is subject to local foreign exchange regulations in that country, $0.4 million is held at a consolidated entity which requires the minority interest’s permission to withdraw, and additionally two subsidiaries have required capital or liquidity requirements of $2.2 million. The Company also had accounts payable and accrued expenses of $15.6 million, other current liabilities of $7.1 million, current contingent consideration of $0.6 million, lease payments due within the next twelve months of $3.1 million, and payments of short-term and long-term debt due within the next twelve months of $58.1 million. Additionally, the Company has committed to invest in the MDI Fund a total of $25.0 million, of which $20.4 million remains and may be called at any time. The Company had a net loss of $256.7 million for the year ended December 31, 2021, and an accumulated deficit of $605.8 million. The Company believes that its current level of cash and cash equivalents are not sufficient to fund continuing operations or the addition of the two planned acquisitions in various stages of completion. The Company will need to bring in new capital to support its growth and, as evidenced from its successful capital raising activities in 2020 and 2021, believes it has the ability to continue to do so. However, there can be no assurance that this will occur. As described in Note 15, on October 25, 2021 the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $75.0 million, and received aggregate gross proceeds of $75.0 million. The note is scheduled to mature on October 24, 2022 and bears interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note has a fixed conversion price of $1.88. The conversion price is not subject to adjustment except for subdivisions or combinations of common stock. Commencing April 1, 2022, the Company has the obligation to redeem $8.3 million per month, against the unpaid principal. This amount may be reduced by any conversions by YA II or optional redemptions made by the Company. As of December 31, 2021, after the conversion of principal in the amount of $17.5 million, $57.5 million remained outstanding. On August 30, 2022, the Company and YA II PN agreed to amend the terms of the outstanding convertible note and entered into an amendment agreement dated August 29, 2022. As of August 29, 2022, the outstanding principal balance of the Original Debenture was $16.7 million. The amendments to the Original Debenture amended the principal amount to reflect the outstanding balance as of August 29, 2022, change the maturity date to January 29, 2023 and adjust the conversion price to the lower of $1.50 or 85.0% of the lowest daily VWAP during the 7 consecutive Trading Days immediately preceding the Conversion Date or other date of determination, but not lower than $0.20 per share of common stock. The Company shall not have the right to prepay any amounts due under the Amended Debenture prior to the Maturity Date without the Investor’s prior written consent. The Company has various vehicles through which it could raise a limited amount of equity funding, however, these are subject to market conditions which are not within management’s control. As our Quarterly Report on Form 10-Q was not filed timely, we will not be Form S-3 eligible until August 9, 2023, which could make fund raising more difficult or more expensive. Management continues to seek to raise additional funds through the issuance of equity, mezzanine or debt securities. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our business and industry. These factors individually and collectively raise doubt about the Company’s ability to continue as a going concern. As of June 30, 2022, the Company’s principal source of liquidity is its unrestricted cash balance in the amount of $85.5 million of which $12.2 million is held by the Company’s subsidiaries located and China and is subject to foreign exchange control regulations and $2.2 million is minimum regulatory capital required to be held by US operating companies – we do not consider cash balances held in China or required minimum regulatory capital to be part of the Company’s liquid cash balances. The Company has experienced greater net losses and negative cash flows from operating and investing activities in the third quarter consistent with its business plan for ongoing activities and planned acquisitions. As of the date of the filing of this Form 10-Q, securing additional financing is in progress, and as such management has limited the extent to which it is taking actions to delay, scale back, or abandon future expenditures. As such, management’s actions to preserve an adequate level of liquidity for a period extending twelve months from the date of the filing of this Form 10-Q are no longer sufficient on their own without additional financing, to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern. We currently do not have adequate cash to meet our short or long-term needs. In the event additional capital is raised, it may have a dilutive effect on our existing stockholders. The Company’s ability to raise capital is critical. On September 2, 2022, the Company entered into a SEPA with YA II PN. Pursuant to the SEPA, the Company will have the right, but not the obligation, to sell to Yorkville up to 60 million shares of Common Stock, at the Company’s request any time during the 36 months following the execution of the SEPA, unless earlier terminated due to satisfaction of the terms therein. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of Common Stock up to 5.0 million shares. The shares would be purchased at a purchase price equal to 95.0% of the market price (as defined in the SEPA). In addition, the issuance of shares under the SEPA would be subject to certain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the SEPA cannot exceed 19.9% of the Company’s outstanding Common Stock as of the date September 2, 2022. The SEPA will become available when the Company has an effective S-1 registration statement, which is expected to occur during the fourth quarter of 2022. Although management continues to these facilities and other opportunities to raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company’s capitalization and liquidity, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. We believe substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. | Note 1. Organization and Principal Activities Ideanomics, Inc. (Nasdaq: IDEX) is a Nevada corporation that primarily operates in Asia and the United States through its subsidiaries and VIEs. Unless the context otherwise requires, the use of the terms “we,” “us,” “our” and the “Company” in these notes to consolidated financial statements refers to Ideanomics, its consolidated subsidiaries and VIEs. The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Therefore, the Company operates in one segment with two business units, Ideanomics Mobility and Ideanomics Capital. Ideanomics China is a subsidiary which holds the Company’s China based vehicle operations. Ideanomics Mobility’s mission is to use EVs and EV battery sales and financing to attract commercial fleet operators that will generate large scale demand for energy, energy storage systems, and energy management contracts. Ideanomics Mobility operates as an end-to-end solutions provider for the procurement, financing, charging and energy management needs for fleet operators of commercial EVs. Ideanomics Capital is the Company’s fintech business unit, which focuses on leveraging technology and innovation to improve efficiency, transparency, and profitability for the financial services industry. Effects of COVID-19 COVID-19 is an infectious disease cause by severe acute respiratory syndrome coronavirus. The disease was first identified in December 2020 in Wuhan, the capital of China’s Hubei province, and has since spread globally, resulting in the ongoing COVID-19 pandemic. As of August 31, 2022, over 607.6 million cases had been reported across the globe, resulting in 6.5 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 2021 as the effects of the Coronavirus appeared to lessen, and economic activity began to recover. However, commencing in the autumn and fall of 2021 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. Many of the Company’s operations are in the development or early stage, have not had significant revenues to date, and 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 local, regional and global economies. Liquidity and Going Concern The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the ASC 205, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company has a pending acquisition of VIA, a U.S. manufacturer of electric commercial vehicles including Class 2 through Class 5 cargo vans, trucks, and buses. The Company is in the in the process of obtaining required shareholder approval to acquire 100% of VIA. The total aggregate consideration payable in connection with this transaction is equal to $630.0 million, consisting of an upfront payment at the closing of the transaction of $450.0 million, more than $62.9 million of which has been paid to date (prior to closing) in cash as documented in the form of convertible notes, as well as an earnout payment of up to $180.0 million. In addition, the company has provided an incremental $11.7 million in bridge financing to VIA for the support of ongoing operations due to the delay in closing. This bridge loan will be forgiven at the time of closing. The remaining consideration for the acquisition of VIA is to be consummated with Ideanomics common stock, rather than cash. However, transaction fees are material and estimated to be $45.0 million, and it is anticipated that VIA will require operational and capital funding of at least $260.0 million in the next twelve months. The Company has filed a registration statement on Form S-4 regarding shareholder approval for the transaction. As of the date of these financial statements, the registration statement had not been declared effective, and the financial statements contained therein must be updated to December 31, 2021. An amended S-4 statement with the required updated financial statements is anticipated to be filed with the SEC in the fourth quarter of 2022. The terms of the agreement stated that either party may terminate the agreement under specified conditions as of August 31, 2022, however the Company has exercised its option to extend that date to September 30, 2022. As of December 31, 2021, the Company had cash and cash equivalents of approximately $269.9 million, of which $11.8 million is held in China and is subject to local foreign exchange regulations in that country, $0.4 million is held at a consolidated entity which requires the minority interest’s permission to withdraw, and additionally two subsidiaries have required capital or liquidity requirements of $2.2 million. The Company also had accounts payable and accrued expenses of $15.6 million, other current liabilities of $7.1 million, current contingent consideration of $0.6 million, lease payments due within the next twelve months of $3.1 million, and payments of short-term and long-term debt due within the next twelve months of $58.1 million. Additionally, the Company has committed to invest in the MDI Fund a total of $25.0 million, of which $20.4 million remains and may be called at any time. The Company had a net loss of $256.7 million for the year ended December 31, 2021, and an accumulated deficit of $605.8 million. The Company believes that its current level of cash and cash equivalents are not sufficient to fund continuing operations or the addition of the two planned acquisitions in various stages of completion. The Company will need to bring in new capital to support its growth and, as evidenced from its successful capital raising activities in 2020 and 2021, believes it has the ability to continue to do so. However, there can be no assurance that this will occur. As described in Note 15, on October 25, 2021 the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $75.0 million, and received aggregate gross proceeds of $75.0 million. The note is scheduled to mature on October 24, 2022 and bears interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note has a fixed conversion price of $1.88. The conversion price is not subject to adjustment except for subdivisions or combinations of common stock. Commencing April 1, 2022, the Company has the obligation to redeem $8.3 million per month, against the unpaid principal. This amount may be reduced by any conversions by YA II or optional redemptions made by the Company. As of December 31, 2021, after the conversion of principal in the amount of $17.5 million, $57.5 million remained outstanding. The Company has various vehicles through which it could raise a limited amount of equity funding, however, these are subject to market conditions which are not within management’s control. As our Quarterly Report on Form 10-Q was not filed timely, we will not be Form S-3 eligible until August 9, 2023, which could make fund raising more difficult or more expensive. Management continues to seek to raise additional funds through the issuance of equity, mezzanine or debt securities. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our business and industry. These factors individually and collectively raise doubt about the Company’s ability to continue as a going concern. As of June 30, 2022, the Company’s principal source of liquidity is its unrestricted cash balance in the amount of $85.5 million of which $12.2 million is held by the Company’s subsidiaries located and China and is subject to foreign exchange control regulations and $2.2 million is minimum regulatory capital required to be held by US operating companies – we do not consider cash balances held in China or required minimum regulatory capital to be part of the Company’s liquid cash balances. The Company had negative cash flow from operating activities of $81.8 million for the six months ended June 30, 2022. The Company has experienced greater net losses and negative cash flows from operating and investing activities in the third quarter consistent with its business plan for ongoing activities and planned acquisitions. As of the date of the filing of this Form 10-K, securing additional financing is in progress, and as such management has limited the extent to which it is taking actions to delay, scale back, or abandon future expenditures. As such, management’s actions to preserve an adequate level of liquidity for a period extending twelve months from the date of the filing of this Form 10-K are no longer sufficient on their own without additional financing, to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern. We currently do not have adequate cash to meet our short or long-term needs. In the event additional capital is raised, it may have a dilutive effect on our existing stockholders. The Company’s ability to raise capital is critical. On September 1, 2022, the company entered into a SEPA with YA II PN. The Company will be able to sell up to sixty million of the Company’s shares of common stock, par value $0.001 per share (the at the Company’s request any time during the 36 months following the date of the SEPA’s entrance into force. The shares would be purchased at 95.0% of the Market Price (as defined below) and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 5.0% of the Company’s common stock. Market Price is the lowest daily VWAP of the Common Shares during the three Although management continues to use these facilities and other opportunities to raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company’s capitalization and liquidity, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. We believe substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. |
Immaterial Corrections of Pri_8
Immaterial Corrections of Prior Period Condensed Consolidated Financial Statements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | ||
Immaterial Corrections of Prior Period Condensed Consolidated Financial Statements | Note 2. Immaterial Corrections of Prior Period Condensed Consolidated Financial Statements In the fourth quarter of 2021, the Company became aware of immaterial errors primarily related to amortization expense on certain intangible assets acquired in various acquisitions, the classification of gains and losses from equity method investments, the classification of certain costs, and the accounting for non-controlling interest and income taxes related to the Company’s acquisition of 51% of the ownership interests of Tree Technologies, a Malaysian company engaged in the EV market in December 2019. An assessment concluded that the errors were not material, individually or in the aggregate, to any prior period consolidated financial statements. As such, in accordance with ASC 250, “Accounting Changes and Error Corrections” and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2021 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Revenue – sales of products $ 7,410 $ (453) $ 6,957 Total revenue 30,847 (719) 30,128 Cost of revenue – sales of products 6,591 (531) 6,060 Cost of revenue – sales of services 14,954 (291) 14,663 Total cost of revenue 21,545 (449) 21,096 Gross profit 9,302 (270) 9,032 Selling, general and administrative 20,361 (581) 19,780 Depreciation and amortization 1,635 (194) 1,441 Total operating expenses 19,830 (775) 19,055 Loss from operations (10,528) 505 (10,023) Loss before income taxes and non-controlling interest (8,573) 505 (8,068) Income tax benefit 1,570 112 1,682 Net loss (7,465) 618 (6,847) Net loss attributable to common shareholders (7,465) 618 (6,847) Net loss attributable to non-controlling interest 203 (51) 152 Net loss attributable to Ideanomics common shareholders (7,262) 567 (6,695) Foreign currency translation adjustments (41) 1 (40) Comprehensive loss $ (7,526) $ 619 $ (6,907) Comprehensive loss attributable to non-controlling interest 210 (52) 158 Comprehensive loss attributable to Ideanomics, Inc. shareholders $ (7,316) $ 567 $ (6,749) There was no change in earnings per share – basic and diluted from the immaterial error corrections. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2021 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Revenue – sales of products $ 11,957 $ (485) $ 11,472 Total revenue 60,785 (719) 60,066 Cost of revenue – sales of products 10,945 (433) 10,512 Cost of revenue – sales of services 29,697 (420) 29,277 Total cost of revenue 40,642 (320) 40,322 Gross profit 20,143 (399) 19,744 Selling, general and administrative 37,380 (711) 36,669 Depreciation and amortization 2,763 6 2,769 Total operating expenses 43,481 (705) 42,776 Loss from operations (23,338) 306 (23,032) Loss on disposal of subsidiaries (1,446) 182 (1,264) Other income, net 681 (182) 499 Loss before income taxes and non-controlling interest (22,168) 306 (21,862) Income tax benefit 8,824 203 9,027 Equity in loss of equity method investees (698) 83 (615) Net loss (14,042) 592 (13,450) Net loss attributable to common shareholders (14,042) 592 (13,450) Net loss attributable to non-controlling interest 367 (95) 272 Net loss attributable to Ideanomics common shareholders (13,675) 497 (13,178) Foreign currency translation adjustments (901) 168 (733) Comprehensive loss (14,963) 760 (14,203) Comprehensive loss attributable to non-controlling interest 763 (172) 591 Comprehensive loss attributable to Ideanomics, Inc. shareholders $ (14,200) $ 588 $ (13,612) There was no change in earnings per share – basic and diluted from the immaterial error corrections. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statement of cash flows for the six months ended June 30, 2021 (in thousands): Previously Reported Adjustment As Revised Cash flows from operating activities Net loss $ (14,042) $ 592 $ (13,450) Depreciation and amortization 2,763 6 2,769 Income tax benefit (9,190) (203) (9,393) Equity in losses of equity method investees 698 (83) 615 Accounts receivable 5,503 (535) 4,968 Inventory 379 (876) (497) Prepaid expenses and other assets (7,711) 296 (7,415) Accrued expenses, salary and other current liabilities $ 8,975 $ 801 $ 9,776 | Note 2. Immaterial Corrections of Prior Period Financial Statements The Company has determined that there were immaterial errors in the consolidated financial statements as of and for the year ended December 31, 2020 related to its accounting of the acquisition of 51% of the ownership interests of Tree Technologies, a Malaysian company engaged in the EV market, in December 2019. The Company determined that it did not recognize a deferred tax liability and consequently, additional goodwill, in the initial purchase price allocation of Tree Technologies as of December 31, 2019, which also resulted in certain income tax benefits not being recognized during the year ended December 31, 2020. In addition, the Company determined that it did not recognize certain measurement period adjustments for the Tree Technologies acquisition as of December 31, 2020 and income tax benefits associated with the impairment of the marketing and distribution agreement acquired in the acquisition during the year ended December 31, 2020. The Company also 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. Additionally, the Company changed the accounting model for one investment from that of a cost method investment to an equity method investment. The Company assessed the materiality of these errors in accordance with Staff Accounting Bulletin No. 99, Materiality, and the Company determined that, qualitatively, the amounts, individually and in the aggregate, would have no bearing on the decision-making process of a reasonable investor. Accordingly, the Company is correcting the relevant consolidated financial statements and related footnotes as of and for the year ended December 31, 2020 within these consolidated financial statements. The Company intends to revise its condensed consolidated financial statements for the periods ended March 31, 2021, June 30, 2021, and September 30, 2021 through subsequent periodic filings. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated balance sheet as of December 31, 2020 (in thousands): Previously Reported Adjustments As Revised Assets Goodwill $ 1,165 $ (460) $ 705 Operating lease right of use assets 7,117 (6,962) 155 Long-term investments 8,570 (83) 8,487 Other non-current assets 517 6,961 7,478 Total assets 234,412 (543) 233,869 Liabilities Other current liabilities 1,920 315 2,235 Current portion of operating lease liabilities 430 (315) 115 Operating lease liability – long term 6,759 (6,740) 19 Deferred tax liabilities — 5,045 5,045 Other long-term liabilities 535 6,740 7,275 Total liabilities 32,643 5,045 37,688 Stockholders’ Equity Accumulated deficit (346,883) (2,864) (349,747) Accumulated other comprehensive income 1,256 (25) 1,231 Total Ideanomics, Inc. shareholders’ equity 186,584 (2,889) 183,695 Non-controlling interest 6,438 (2,699) 3,739 Total equity 193,022 (5,588) 187,434 Total liabilities, convertible redeemable preferred stock. redeemable non-controlling interest and stockholders’ equity $ 234,412 $ (543) $ 233,869 The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated statement of operations for the year ended December 31, 2020 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Goodwill impairment $ 9,323 $ 8,766 $ 18,089 Loss from operations (86,879) (8,765) (95,644) Income tax benefit — 3,308 3,308 Impairment of and equity in loss of equity method investees (16,698) (82) (16,780) Net loss (106,043) (5,538) (111,581) Net loss attributable to Ideanomics, Inc. common shareholders (98,400) (2,864) (101,264) Basic and diluted loss per share $ (0.46) $ (0.01) $ (0.47) The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated statement of comprehensive loss for the year ended December 31, 2020 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Net loss $ (106,043) $ (5,538) $ (111,581) Foreign currency translation adjustments 3,208 (50) 3,158 Comprehensive loss (102,835) (5,588) (108,423) Comprehensive loss attributable to non-controlling interest 6,539 2,699 9,238 Comprehensive loss attributable to Ideanomics, Inc. shareholders $ (96,480) $ (2,889) $ (99,369) In addition, certain additional temporary differences between financial statement amounts and tax amounts at December 31, 2020, relating to the PRC companies were identified after issuance of the financial statements. These resulted in the recognition of $0.3 million additional deferred tax assets, offset by $5,000 additional deferred tax liabilities and $0.3 million additional valuation allowance with no effect on the balance sheet or income statement. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated statement of cash flows for the year ended December 31, 2020 (in thousands): Previously Reported Adjustment As Revised Cash flows from operating activities Net loss $ (106,043) $ (5,538) $ (111,581) Income tax benefit — (3,308) (3,308) Impairment of and equity in loss of equity method investees $ 16,698 $ 82 $ 16,780 Impairment losses 42,554 8,765 51,319 Net cash used in operating activities $ 41,468 $ — $ 41,468 |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | Note 3. New Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, which simplifies the accounting for income taxes by removing certain exceptions currently provided for in ASC 740 and by amending certain other requirements of ASC 740. The Company adopted ASU 2019-12 effective January 1, 2021. The effect of the adoption of ASU 2019-12 was not material. In August 2020, the FASB issued ASU No. 2020-06, which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting, and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Company adopted ASU 2020-06 effective January 1, 2021. As the Company had no outstanding convertible instruments as of that date, the adoption of ASU 2020-06 had no effect. In May 2021, the FASB issued ASU No. 2021-04, which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The Company adopted ASU 2021-04 on January 1, 2022. The Company has no freestanding equity-classified written call options. The effect will largely depend on the terms of written call options or financings issued or modified in the future. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2019, the FASB issued ASU 2019-10, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting company on the date the ASU was issued. The Company will adopt ASU 2016-13 effective January 1, 2023. Management is currently evaluating the effect of the adoption of ASU 2016-13 on the consolidated financial statements. The effect will largely depend on the composition and credit quality of our investment portfolio and the economic conditions at the time of adoption. In October 2021, the FASB issued ASU No. 2021-08, which will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements and the effects will be based upon the contract assets and liabilities acquired in the future. |
Revenue_2
Revenue | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | Note 4. Revenue The following table summarizes the Company’s revenues disaggregated by revenue source, geography (based on the Company’s business locations,) and timing of revenue recognition (in thousands): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 As restated As restated Geographic Markets Malaysia $ 33 $ 40 $ 50 $ 47 USA 14,372 25,014 26,132 51,889 PRC 15,647 5,074 28,882 8,130 Italy 4,150 — 4,529 — Total $ 34,202 $ 30,128 $ 59,593 $ 60,066 Product or Service Electric vehicles products $ 23,577 $ 5,274 $ 38,200 8,304 Electric vehicles services 74 75 157 108 Charging, batteries and powertrain products 956 1,683 1,210 3,168 Charging, batteries and powertrain services 338 617 790 756 Title and escrow services 9,171 22,069 19,096 46,909 Digital advertising services and other — 34 — 231 Fund raising services 7 — 7 — Other revenue 79 376 133 590 Total $ 34,202 $ 30,128 $ 59,593 $ 60,066 Timing of Revenue Recognition Products and services transferred at a point in time $ 33,783 $ 29,059 $ 58,639 $ 58,611 Services provided over time 419 1,069 954 1,455 Total $ 34,202 $ 30,128 $ 59,593 $ 60,066 In the three months ended June 30, 2022 and 2021, the Company recognized revenue of $3.9 million and $1.4 million recorded in deferred revenue as of the beginning of the periods, respectively. In the six months ended June 30, 2022 and 2021, the Company recognized revenue of $3.7 million and $0.6 million recorded in deferred revenue as of the beginning of the periods, respectively. In the three months ended June 30, 2022 and 2021, the Company recorded grant revenue of $0.1 million and 0.4 million, respectively. In the six months ended June 30, 2022 and 2021, the Company recorded grant revenue of 0.1 million and 0.6 million, respectively, in “Other revenue” in the consolidated statements of operations. | Note 4. Revenue The following table summarizes the Company’s revenues disaggregated by revenue source, geography (based on the Company’s business locations), and timing of revenue recognition (in thousands): Year Ended December 31, December 31, December 31, 2021 2020 2019 Geographic Markets Malaysia $ 65 $ 83 $ — USA 84,303 1,631 41,873 PRC 29,712 25,045 2,693 Total $ 114,080 $ 26,759 $ 44,566 Product or Service Digital asset management services $ — $ — $ 40,700 Digital advertising services and other 231 1,631 1,173 Title and escrow services 72,686 — — Electric vehicle products 31,123 19,462 — Electric vehicle services 204 — 2,693 Combustion engine vehicles — 5,160 — Charging, battery and powertrain products 5,886 506 — Charging, battery and powertrain services 2,645 — — Other revenue 1,305 — — Total $ 114,080 $ 26,759 $ 44,566 Timing of Revenue Recognition Products and services transferred at a point in time $ 110,079 $ 26,729 $ 3,866 Products and services provided over time 4,001 30 40,700 Total $ 114,080 $ 26,759 $ 44,566 The following table provides information about client receivables, contract liabilities and contract assets from contracts with customers: Year ended December 31, 2021 December 31, 2020 Balances from contracts with customers: Accounts receivable $ 3,338 $ 7,400 Deferred revenue 5,392 1,129 Contract assets 2,772 — In the years ended December 31, 2021, 2020 and 2019, the Company recognized revenue of $0.6 million, $0.5 million, and $0.3 million recorded in deferred revenue as of the beginning of the period. In the years ended December 31, 2021, 2020 and 2019, the Company recorded grant revenue of $1.3 million, $0.0 million, and $0.0 million in “Other revenue” in the consolidated statements of operations. In the year ended December 31, 2021 the Company recorded a contract asset of $0.6 million as US Hybrid has an amount due of this amount from a customer contract for which US Hybrid has not yet performed the performance obligations. The Company expects to recognize this revenue of $0.6 million in the year ending December 31, 2022, and at that time will reclassify the contract asset. |
Available-for-Sale Securities_2
Available-for-Sale Securities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Available-for-Sale Securities | Note 5. Available-for-Sale Securities The Company accounts for its available-for-sale securities at their fair value, with changes in fair value, if any, recorded in other comprehensive income. The fair value of available-for-sale securities is determined utilizing Level 1 inputs, as further discussed below. The following table provides certain information related to available-for-sale debt securities (in thousands): As of June 30, 2022 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value Available-for-sale securities: SILK EV Note (a) $ 15,000 $ 902 $ 4 $ (20) $ (15,886) $ — Equity and debt securities (b) 3,791 — — (479) — 3,312 Total available-for-sale securities $ 18,791 $ 902 $ 4 $ (499) $ (15,886) $ 3,312 (a) Silk EV Convertible Promissory Note 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 principal amount of the convertible promissory note is $15.0 million, is unsecured, bears interest at an annual rate of 6.0%, and the scheduled maturity date was January 28, 2022. Upon a qualified equity financing, as defined, the outstanding principal and accrued interest 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 convertible promissory note contains certain customary events of default and other rights and obligations of the parties. SILK EV did not remit payment of principal and interest on the scheduled maturity date of January 28, 2022, and the Company has sent a notice of default. The Company determined that the Silk EV note was fully impaired and recorded an impairment loss of $15.8 million recorded in “Asset impairment” in the year ended December 31, 2021. (b) Equity and Debt Securities As of March 31, 2022 the fair value of debt and equity securities was $3.3 million. The equity and debt securities are were classified as a Level 1 financial instrument. | Note 5. Available-for-Sale Securities The Company accounts for its available-for-sale securities at their fair value, with changes in fair value, if any, recorded in other comprehensive income. The following table provides certain information related to available-for-sale debt securities (in thousands): As of December 31, 2021 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value Silk EV Note $ 15,000 $ 833 $ 4 $ (20) $ (15,817) $ — Total available-for-sale securities $ 15,000 $ 833 $ 4 $ (20) $ (15,817) $ — Silk EV Convertible Promissory Note 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 principal amount of the convertible promissory note is $15.0 million, is unsecured, bears interest at an annual rate of 6.0%, and the scheduled maturity date is January 28, 2022. Upon a qualified equity financing, as defined, the outstanding principal and accrued interest 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 convertible promissory note contains certain customary events of default and other rights and obligations of the parties. SILK EV did not remit payment of principal and interest on the scheduled maturity date of January 28, 2022, and the Company has sent a notice of default. The Company determined that the Silk EV note was fully impaired and recorded an impairment loss of $15.8 million recorded in “Asset impairments” in the year ended December 31, 2021. |
Notes Receivable from Third Par
Notes Receivable from Third Parties | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Notes Receivable from Third Parties | Note 6. Notes Receivable from Third Parties Notes receivable consists of the following (in thousands): As of June 30, 2022 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value VIA Note (a) $ 48,018 $ 1,448 $ — $ — $ — $ 49,466 VIA Note-2(a) 7,282 4 — — — 7,286 Inobat Note (b) 11,819 447 291 — — 12,557 Timios (c) 521 — — — — 521 Total notes receivable $ 67,640 $ 1,899 $ 291 $ — $ — $ 69,830 As of December 31, 2021 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value VIA Note (a) $ 42,500 $ 578 $ — $ — $ — $ 43,078 Inobat Note (b) 11,819 10 — — — 11,829 Total notes receivable $ 54,319 $ 588 $ — $ — $ — $ 54,907 (a) VIA Convertible Promissory Note On August 30, 2021, the Company invested $42.5 million in VIA, in the form of a convertible promissory note. VIA is a leading electric commercial vehicle company with proven advanced electric drive technology, delivering sustainable mobility solutions for a more livable world. VIA designs, manufactures and markets electric commercial vehicles, with superior life-cycle economics, for use across a broad cross-section of the global fleet customer base. The principal amount of the convertible promissory note is $42.5 million, is unsecured, bears interest at an annual rate of 4.0%, and the scheduled maturity date is the earlier of the closing date of the acquisition or one year after the agreement is terminated according to its terms. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The Company expects to convert this promissory note in conjunction with the closing of the acquisition of VIA. The Company entered into a secured promissory note of $2.2 million with VIA on May 20, 2022. The Company entered into an amendment of the secured promissory note during the second quarter of 2022 to provide an additional $5.1 million. The note is secured by the certain assets and rights of VIA, bears interest at an annual rate of 4.0%. The principal and interest is due and payable in the event of the termination of the merger agreement. The Company has entered into two further amendments during the third quarter of 2022 to provide an additional $4.4 million to VIA. The note is secured by the certain assets and rights of VIA, bears interest at an annual rate of 4.0%. The principal and interest is due and payable in the event of the termination of the merger agreement. (b) Inobat Convertible Promissory Note On December 24, 2021, the Company invested €10.0 million ($11.4 million) in Inobat via a convertible promissory note, that is due December 24, 2022. Inobat specializes in the research, development, manufacture, and provision of innovative electric batteries custom-designed to meet the specific requirements of global mainstream and specialist OEMs within the automotive, commercial vehicle, motorsport, and aerospace sectors. Inobat is a European based battery manufacturer, that has a battery research and development facility and pilot line under development in Slovakia. The principal amount of the convertible promissory note is €10.0 million ($11.4 million) is unsecured, bears interest at an annual rate of 8.00%, and the scheduled maturity date is December 28, 2022. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The fair value of the Inobat convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of a qualified financing and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: June 30, 2022 Probability 50 % Yield rate 17.5 % (c) Timios Promissory Note During the first quarter of 2022, Timios purchased mortgage notes at a fair value of $0.5 million, the notes bear interest of 3.5% and 4.875%. The notes mature August 2043 and December 2049. Installments for the loans are approximately $3,000. There was no interest recorded for the three and six months ended June 2022. | Note 6. Notes Receivable The following table provides certain information related to notes receivable consists of the following (in thousands): As of December 31, 2021 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value VIA Note (a) $ 42,500 $ 578 $ — $ — $ — $ 43,078 Inobat Note (b) 11,819 10 — — — 11,829 Total notes receivable $ 54,319 $ 588 $ — $ — $ — $ 54,907 (a) VIA Convertible Promissory Note On August 30, 2021, the Company invested $42.5 million in VIA, in the form of a convertible promissory note. VIA is a leading electric commercial vehicle company with proven advanced electric drive technology, delivering sustainable mobility solutions for a more livable world. VIA designs, manufactures and markets electric commercial vehicles, with superior life-cycle economics, for use across a broad cross-section of the global fleet customer base. The principal amount of the convertible promissory note is $42.5 million, is unsecured, bears interest at an annual rate of 4.0%, and the scheduled maturity date is the earlier of the closing date of the acquisition or one year after the agreement is terminated according to its terms. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The company expects to convert this promissory note in conjunction with the closing of the acquisition of VIA. Management assessed the probability of closing the acquisition in determining the recoverability of the promissory note. The fair value of the VIA convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of the consummation of the acquisition and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2021 Probability 90 % Yield rate 4.0 % (b) Inobat Convertible Promissory Note On December 24, 2021, the Company invested €10.0 million ($11.4 million) in Inobat via a convertible promissory note, that is due December 24, 2022. Inobat specializes in the research, development, manufacture, and provision of innovative electric batteries custom-designed to meet the specific requirements of global mainstream and specialist OEMs within the automotive, commercial vehicle, motorsport, and aerospace sectors. Inobat is a European based battery manufacturer, that has a battery research and development facility and pilot line under development in Slovakia. The principal amount of the convertible promissory note is €10.0 million ($11.4 million) is unsecured, bears interest at an annual rate of 8.0%, and the scheduled maturity date is December 28, 2022. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The fair value of the Inobat convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of a qualified financing and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2021 Probability 50 % Yield rate 17.5 % |
Acquisitions and Divestitures_5
Acquisitions and Divestitures | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Acquisitions and Divestitures | Note 7. Acquisitions and Divestitures The Company continually evaluates potential acquisitions that align with the Company’s strategy of accelerating the adoption of electric vehicles. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s Consolidated Financial Statements. This goodwill arises because the purchase prices for these businesses exceeds the fair value of acquired identifiable net assets due to the purchase prices reflecting a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations. For all acquisitions, the Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including earnings before interest, taxes, depreciation and amortization, revenue, revenue growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. The Company has included tables for the respective acquisitions by calendar year below. Where a purchase price allocation is considered final this has been disclosed respectively. In addition to evaluating potential acquisitions, 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. Details and the impacts of any dispositions are noted below. 2022 Acquisitions The Company has completed the below acquisition in the six months ended June 30, 2022. 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. Energica Acquisition On March 3, 2021, the Company entered into an investment agreement with Energica Motor Company S.p.A (Energica) to acquire 20.0% of Energica share capital. On September 15, 2021, the Company announced it had entered into an agreement to launch a voluntary conditional tender offer in concert with the founders of Energica for shares of Energica, pursuant to which Ideanomics plans to increase its investment from 20.0% in Energica to approximately 70.0%. The Energica founders shall continue to own approximately 29.0% of Energica. On February 9, 2022, the Company wired €52.5 million (approximately $60.3 million) to an escrow account in order to facilitate and fund the conditional tender offer. On March, 7, 2022 the Company announced that it had achieved the 90.0% threshold for the conditional tender offer. The transaction received final approval from Italian regulatory authorities and closed on March 14, 2022. The preliminary purchase price was $58.1 million including $2.0 million in cash obtained through the acquisition. The purchase price was paid in cash and funded from available cash resources. The table below summarizes the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed in the acquisition of Energica. These preliminary estimates of the fair value are subject to revisions, which may result in an adjustment to the preliminary values presented below. Acquisition Method Accounting Estimates The preliminary purchase price was $58.1 million including $2.0 million in cash obtained through the acquisition. The purchase price was paid in cash and funded from available cash resources. The table below summarizes the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed in the acquisition of Energica. These preliminary estimates of the fair value are subject to revisions, which may result in an adjustment to the preliminary values presented below. (Dollars in thousands) Cash paid at closing, including working capital estimates $ 58,140 Fair value of previously held interest 22,183 Fair value of non-controlling interest 24,778 Purchase price $ 105,101 Allocated to: Current assets $ 19,708 Property and equipment, net 1,927 Intangible assets –Customer relationships 14,226 Intangible assets – Development technology 18,603 Intangible assets – Trademark and trade name 14,496 Goodwill 58,643 Other assets 2,775 Current liabilities (16,894) Other liabilities (8,383) Fair value of assets acquired, less liabilities assumed $ 105,101 The useful lives of the intangible assets acquired is as follows: Energica Intangible assets – customer relationships 13.0 Intangible assets – development technology 8.0 Intangible assets – trademark and tradename 25.0 Weighted average 14.7 The estimated amortization expense related to these intangible assets for each of the years subsequent to June 30, 2022 is as follows (amounts in thousands): 2022 remaining $ 1,847 2023 3,694 2024 3,694 2025 3,694 2026 3,694 2027 and beyond 26,954 Total $ 43,577 Amortization expense related to intangible assets created as a result of the Energica acquisition for the three and six months ended June 30, 2022, respectively was $1.0 million and $1.4 million. The goodwill from the Energica acquisition represents future economic benefits that we expect to achieve as a result of the Energica 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. Goodwill will not be amortized but instead will be tested for impairment at least annually and more frequently if certain indicators of impairment are present. Revenue of $4.2 million and $4.5 million and net loss of $4.5 million and net loss of $5.1 million for the three and six months ended June 30, 2022, respectively, have been included in the condensed consolidated financial statements. As the Company did not consolidate Energica in 2021 there are no results to disclose, these have been included in the unaudited proforma information below. 2021 Acquisitions The Company completed the below acquisitions in 2021. The accompanying condensed consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. All of the acquisitions have been accounted for as business combinations. Accordingly, consideration paid by the Company to complete the acquisitions is initially allocated to the acquired assets and liabilities assumed based upon their estimated acquisition date fair values. The recorded amounts for assets acquired and liabilities assumed are provisional and subject to change during the measurement period, which is up to 12 months from the acquisition date. The acquisitions below are collectively defined as the 2021 Acquisitions. Management considers the valuations final for the 2021 Acquisitions. Timios On January 8, 2021 the Company purchased 100% of Timios and its affiliates, a privately held company, pursuant to a stock purchase agreement for a purchase price of $40.0 million, net of cash acquired of $6.5 million. The purchase price was paid in cash and pursuant to the Agreement, $5.1 million of the cash consideration was paid into escrow pending a one year indemnification review. Timios is a nationwide title and settlement solutions provider, which has been expanding in recent years though offering innovative solutions for real estate transactions, including residential and commercial title insurance, closing and settlement services, as well as specialized offers for the mortgage industry. The Company expects Timios to become one of the cornerstones of the Company’s fintech business unit. Revenue of $9.2 million and $22.1 million and net loss of $3.5 million and net income of $2.1 million for the three months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. Revenue of $19.1 million and $46.9 million and net loss of $5.6 million and net income of $5.6 million for the six months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. The final purchase price allocation for Timios is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Refer to Note 10 for information related to an impairment charge recognized for the Timios reporting unit during the year ended December 31, 2021. WAVE On January 15, 2021 the Company purchased 100% of WAVE, a privately held company, pursuant to an agreement and plan of merger for a purchase price 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, $5.0 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. WAVE is a technology company focused on creating practical and economical solutions for the worldwide transit and off-road EV markets and is a leading provider of wireless charging solutions for medium and heavy duty EVs. The Company expects WAVE to create immediate synergies with its existing EV initiatives as it brings wireless charging to the Company’s current product offerings. As of June 30, 2022, 0.5 million of the Company’s common stock remains unissued pending receipt of a final consent. Since receipt of this consent is probable, the Company has included the total common shares to be issued as contingent consideration as of the acquisition date of $11.4 million as of the acquisition date. Pursuant to the original agreement, if any such consent is not obtained within six months following the closing date, the portion of the common stock allocated to such consent in the agreement would not be issued to the sellers. The Company has extended the time frame for this contractual provision as the receipt of the consents is outside the control of the former WAVE shareholders. In addition to the purchase price to be paid at closing, the WAVE Agreement contains three earnouts that could result in additional payments of up to $30.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics for 2021 and 2022 collectively. The Company considers this earnout to be contingent consideration that as of the acquisition date is unlikely to occur and has therefore attributed zero value for purposes of the preliminary purchase price allocation. No earnout was earned for the period ending December 31, 2021. The Company will continue to monitor the fair value of this contingent considerations with any changes being recorded in the consolidated statement of operations if and when a change occurs. The Company has also agreed to a performance and retention plan for the benefit of certain 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. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. The Company has not accrued any of this retention plan as the revenue and gross profit margin criteria are not probable of being met. Revenue of $0.8 million and $2.4 million and net loss of $3.7 million and $1.2 million, for the three months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. Revenue of $1.3 million and $4.2 million and net loss of $7.0 million and $1.9 million for the six months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. The final purchase price allocation for WAVE is summarized in the table below. Refer to Note 10 for information related to an impairment charge recognized for the WAVE reporting unit during the year ended December 31, 2021. US Hybrid On June 10, 2021, the Company purchased 100% of US Hybrid, a privately held company, pursuant to an agreement and plan of merger for a purchase price of $50.0 million in a combination of $30.0 million in cash and 6.6 million in unregistered shares of the Company’s common stock, valued at $20.9 million at the date of closing. Pursuant to the agreement, $1.0 million of cash consideration was paid into escrow pending a true up of net working capital within 90 days of the closing date. The agreement provided that the 6.6 million shares were paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components including traction motors, controllers, auxiliary drives, energy storage and fuel cell engines for electric, hybrid, and fuel cell medium and heavy-duty municipality vehicles, commercial trucks, buses, and specialty vehicles throughout the world. The Company expects US Hybrid to become another cornerstone in the Company’s mission to reduce commercial fleet greenhouse gas emissions through advanced EV technologies and forward-thinking partnerships. The Company has also agreed to a performance and retention plan for the benefit of certain US Hybrid employees which could result in up to $16.7 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for calendar years 2021, 2022 and 2023. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of June 30, 2022 the Company has not accrued any of this retention plan as the various criteria for 2021 were not met and the criteria for 2022 and 2023 are not probable of being met. Revenue of $0.6 million and $0.3 million and net loss of $3.4 million and $0.1 million, for the three months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. Revenue of $0.8 million and $0.3 million and net loss of $5.3 million and $0.1 million for the six months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. The final purchase price allocation for US Hybrid is summarized in the table below. Refer to Note 10 for information related to an impairment charge recognized for the US Hybrid reporting unit during the year ended December 31, 2021. Solectrac On June 11, 2021, the Company purchased the remaining 78.6% of Solectrac, a privately held company, pursuant to an agreement and plan of merger for a purchase price of $18.0 Solectrac is a manufacturer and distributor of clean agricultural equipment of 100% battery-powered, all-electric tractors for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy. The Company expects Solectrac to create immediate synergies with its existing EV initiatives as it brings a rapidly growing agricultural sector to the Company’s current product offerings. In addition to the purchase price to be paid at closing, the Solectrac Agreement contains three earnouts that could result in additional payments of up to $6.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics in calendar year 2023. The Company considers this earnout to be contingent consideration that as of the acquisition date is probable to occur in certain years and has attributed $2.4 million as additional consideration for purposes of the preliminary purchase price allocation. Of the $2.4 million, $1.6 million was included in the purchase price allocation and $0.8 million has been recorded as an expense for the year ended December 31, 2021 in the consolidated statement of operations, other income (expense) caption. The Company will continue to monitor the fair value of this contingent consideration with any changes being recorded in the consolidated statement of operations if and when a change occurs. The Company has also agreed to a performance and retention plan for the benefit of certain Solectrac employees which could result in up to $3.0 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for calendar years 2021, 2022 and 2023. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of June 30, 2022 the Company has not accrued any of this retention plan as the various criteria are not yet probable of occurring. Revenue of $3.8 million and $0.2 million net loss of $3.3 million and net income of $0.3 million for the three months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements. Revenue of $4.9 million and $0.2 million and net loss of $6.0 million and net income of $0.3 million for the six months ended June 30, 2022 and 2021, respectively, have been included in the condensed consolidated financial statement The final purchase price allocation for Solectrac is summarized in the table below. Refer to Note 10 for information related to an impairment charge recognized for the Solectrac reporting unit during the year ended December 31, 2021. Acquisition Method Accounting Estimates The table below reflects the Company’s final purchase price allocations of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands): Solectrac US Hybrid Timios WAVE Purchase Price Cash paid at closing, including working capital estimates $ 18,025 $ 30,139 $ 46,576 $ 15,000 Fair value of previously held interest 5,287 — Fair value of common stock — 20,877 — 28,616 Fair value of contingent consideration 1,640 — — 11,418 Total purchase consideration $ 24,952 $ 51,016 $ 46,576 $ 55,034 Purchase Price Allocation Assets acquired Current assets 2,700 3,793 7,292 2,820 Property, plant and equipment 30 5 429 — Other assets 45 52 48 — Intangible assets – tradename 4,210 1,740 8,426 12,630 Intangible assets – lender relationships — — 16,600 — Intangible assets - technology 2,350 5,110 Intangible assets – patents — — — 13,000 Intangible assets - non-compete — 520 — — Intangible assets – licenses — — 1,000 — Indefinite lived title plant — — 500 — Goodwill 17,714 42,218 21,824 35,689 Total assets acquired 27,049 53,438 56,119 64,139 Liabilities assumed: Current liabilities (509) (1,602) (4,306) (4,578) Deferred tax liability (1,588) (820) (5,237) (4,527) Total liabilities assumed (2,097) (2,422) (9,543) (9,105) Net assets acquired $ 24,952 $ 51,016 $ 46,576 $ 55,034 Intangible Assets During the year-ended December 31, 2021 the Company identified impairment indicators related to the 2021 Acquisitions resulting from changing market conditions and sustained supply chain issues that negatively impacted the subsidiaries’ projections. The Company impaired all of the intangible assets for WAVE, US Hybrid and Solectrac. The intangibles assets related to Timios were partially impaired. Refer to Note 10 of the Form 10-K filed on September 2, 2022 for additional details of the impairment. The table below represents the useful lives for the remaining intangibles assets related to the 2021 Acquisitions: Timios Intangible assets – tradename 15 Intangible assets – lender relationships 7 Intangible assets – licenses 15 Weighted average useful life 10 The estimated amortization expense adjusted for the impairment related to the remaining intangible assets for each of the years subsequent to June 30, 2022 is as follows (amounts in thousands): 2022 remaining $ 466 2023 932 2024 933 2025 933 2026 933 2026 and beyond 5,296 Total $ 9,493 Amortization expense related to the 2021 Acquisitions was $0.4 million and $0.8 million for three and six months ended June 30, 2022 and was $1.4 million and $2.0 million for the three and six months ended June 30, 2021. Cumulative Goodwill, excluding any impairments, in the amount of $117.4 million was recorded as a result of the 2021 Acquisitions. The goodwill from the 2021 Acquisitions represent future economic benefits that we expect to achieve as a result of the acquisitions, Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is not expected to be deductible for tax purposes for any of the 2022/2021 Acquisitions. Goodwill will not be amortized but instead will be tested for impairment at least annually and more frequent if certain indicators of impairment are present. Refer to Note 10 for information related to an impairment charge recognized for the 2021 Acquisitions during the year ended December 31, 2021. This impairment charge reflected the impact of changing market conditions and sustained supply chain issues that negatively impacted the subsidiaries’ projections. 2021 and 2022 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 and $0.4 million during the three and six months ended June 30, 2022 related to the 2021 Acquisitions, immaterial acquisitions and other possible opportunities, other than Energica. ● The Company incurred transaction costs of $0.1 million and $0.7 million during the three and six months ended June 30, 2022, respectively, related to the Energica acquisition. 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. 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, 2021. The Company filed an Amended Form 8-K on April 6, 2021 to disclose unaudited pro forma financial information, and explanatory notes, related to the acquisition of Timios as it met the criteria of a significant acquisition. The remainder of the 2021 Acquisitions and the Energica acquisition did not meet the criteria of a significant acquisition, in aggregate or individually. The pro forma adjustments are based on historically reported transactions by the acquired companies. The pro forma results do not include any material, nonrecurring adjustments directly attributable to the 2021 Acquisitions or the Energica acquisition. 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, 2021. Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (Amounts in thousands, except per share and share data) Total revenue $ 34,202 $ 31,853 $ 59,593 $ 66,289 Net loss attributable to IDEX common shareholders (36,565) (8,135) (66,706) (20,145) Earnings (loss) per share Basic and Diluted $ (0.07) $ (0.02) $ (0.13) $ (0.05) Weighted average shares outstanding Basic and Diluted 497,792,525 438,269,237 497,577,331 418,089,587 Dispositions Seven Stars Energy Pte. Ltd. On February 9, 2022, the Company transferred its 51.0% interest in Seven Starts Energy Pte. Ltd. to Fan Yurong, a current shareholder of SSE, for a nominal amount. The Company recognized a disposal loss of $0.5 million.as a result of the deconsolidation of SSE and such loss was recorded in “Loss on disposal of subsidiaries, net” in the condensed consolidated statements of operations for the six months ended June 30, 2022 FNL On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL the owner and operator of the social media platform Hoo.be, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine, a wholly-owned subsidiary of the Company focused on influencer marketing. The Company recognized a disposal loss of $1.2 million as a result of the deconsolidation of Grapevine, and such loss was recorded in “Loss on disposal of subsidiaries, net” in the condensed consolidated statements of operations. Through its ownership in FNL, the Company has retained a 29.0% interest in Grapevine. The disposal loss of $1.2 million includes the adjustment recorded to adjust the retained interest of 29.0% in Grapevine to its fair value on the date of disposal. The fair value of the retained interest in Grapevine was determined based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management’s estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. Refer to Note 9 for additional information concerning the investment in FNL. | Note 8. Acquisitions and Divestitures The Company continually evaluates potential acquisitions that align with the Company’s strategy of accelerating the adoption of electric vehicles. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s Consolidated Financial Statements. This goodwill arises because the purchase prices for these businesses exceeds the fair value of acquired identifiable net assets due to the purchase prices reflecting a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations. 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. 2021 Acquisitions and Divestitures The Company has completed the below acquisitions in the year ended December 31, 2021. The accompanying 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. Management considers the valuations final for Timios, WAVE, US Hybrid and Solectrac. The acquisitions below are collectively defined as the 2021 Acquisitions. Timios On January 8, 2021, the Company purchased 100% of Timios and its affiliates, a privately held company, pursuant to a stock purchase agreement for a purchase price of $40.0 million, net of cash acquired of $6.5 million. The purchase price was paid in cash and pursuant to the Agreement, $5.1 million of the cash consideration was paid into escrow pending a one year indemnification review. Timios is a nationwide title and settlement solutions provider, which has been expanding in recent years though offering innovative solutions for real estate transactions, including residential and commercial title insurance, closing and settlement services, as well as specialized offers for the mortgage industry. The Company expects Timios to become one of the cornerstones of the Company’s fintech business unit. Revenue of $72.7 million and net loss of $13.6 million for the year ended December 31, 2021, related to Timios have been included in the consolidated financial statements since the acquisition. The final purchase price allocation for Timios is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Refer to Note 11 for information related to an impairment charge recognized for the Timios reporting unit during the year ended December 31, 2021. WAVE On January 15, 2021, the Company purchased 100.00% of WAVE, a privately held company, pursuant to an agreement and plan of merger for a purchase price 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, $5.0 million of the cash consideration was paid into escrow pending a one-year indemnification review. The 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. WAVE is a technology company focused on creating practical and economical solutions for the worldwide transit and off-road EV markets and is a leading provider of wireless charging solutions for medium and heavy duty EVs. The Company expects WAVE to create immediate synergies with its existing EV initiatives as it brings wireless charging to the Company’s current product offerings. As of December 31, 2021, 0.5 million shares of the Company’s common stock remain unissued pending receipt of a final consent. Since receipt of this consent is probable, the Company has included the total common shares to be issued as contingent consideration in the amount of $11.4 million as of the acquisition date and recorded this as a component of equity. Pursuant to the original agreement, if any such consent is not obtained within six months following the closing date, the portion of the common stock allocated to such consent in the agreement would not be issued to the sellers. The Company has extended the time frame for this contractual provision as the receipt of the consents is outside the control of the former WAVE shareholders. In addition to the purchase price to be paid at closing, the WAVE Agreement contains three earnouts that could result in additional payments of up to $30.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics for 2021 and 2022 collectively. The Company considers this earnout to be contingent consideration that as of the acquisition date is unlikely to occur and has therefore attributed zero value for purposes of the preliminary purchase price allocation. No earnout was earned for the period ending December 31, 2021. The Company will continue to monitor the fair value of this contingent considerations with any changes being recorded in the consolidated statement of operations if and when a change occurs. The Company 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. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. The Company has not accrued any of this retention plan as the revenue and gross profit margin criteria are not probable of being met. During the three months ended December 31, 2021, the Company recorded a change to the previously disclosed purchase price allocation to reflect a liability for $0.8 million for a sales tax obligation that the Company was previously unaware of, however since this amount is fully indemnified by the sellers, the Company recorded a $0.8 million receivable. There was no adjustment to the carrying value of goodwill. Additionally, during the three months ended December 31, 2021 the Company concluded its analysis of any limitations on net operating loss carryforwards and certain built-in losses following ownership changes. The Company concluded that $7.7 million of historic net operating losses could not be utilized by the Company. This resulted in a reduction of $1.4 million of deferred tax assets and an increase to goodwill for the same amount. This amount was recorded as a measurement period adjustment in 2021 and is included in the purchase price allocation table below. Revenue of $7.0 million and net loss of $7.2 million for the year ended December 31, 2021, related to WAVE have been included in the consolidated financial statements since the date of acquisition. The final purchase price allocation for WAVE is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Refer to Note 11 for information related to an impairment charge recognized for the WAVE reporting unit during the year ended December 31, 2021. US Hybrid On June 10, 2021, the Company purchased 100% of US Hybrid, a privately held company, pursuant to an agreement and plan of merger for a purchase price of $50.0 million in a combination of $30.0 million in cash and 6.6 million in unregistered shares of the Company’s common stock, valued at $20.9 million at the date of closing. Pursuant to the agreement, $1.0 million of the cash consideration was paid into escrow pending a true up of net working capital within 90 days of the closing date. The agreement provided that the 6.6 million shares were paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components including traction motors, controllers, auxiliary drives, energy storage and fuel cell engines for electric, hybrid, and fuel cell medium and heavy-duty municipality vehicles, commercial trucks, buses, and specialty vehicles throughout the world. The Company expects US Hybrid to become another cornerstone in the Company’s mission to reduce commercial fleet greenhouse gas emissions through advanced EV technologies and forward-thinking partnerships. The Company has also agreed to a performance and retention plan for the benefit of certain US Hybrid employees which could result in up to $16.7 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for annual performance periods commencing July 1, 2021 and concluding on June 30, 2024. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of December 31, 2021 the Company has accrued $1.0 million of this retention plan as certain criteria for the first performance period were partially met. Criteria associated with the second and third performance periods are not probable of being met and will be evaluated on a regular basis once those performance periods commence. Revenue of $2.7 million and net loss of $4.8 million, for the year ended December 31, 2021, related to US Hybrid have been included in the consolidated financial statements since the date of acquisition. The final purchase price allocation for US Hybrid is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Refer to Note 11 for information related to an impairment charge recognized for the US Hybrid reporting unit during the year ended December 31, 2021. Solectrac On June 11, 2021, the Company purchased the remaining 78.6% of Solectrac, a privately held company, pursuant to an agreement and plan of merger for a purchase price of $17.7 million plus $0.3 million paid upon the true up of the Net Working Capital. The Company had previously acquired 21.4% of Solectrac in 2020. The Company now owns 100% of Solectrac. The purchase price was paid in cash and pursuant to the agreement $2.0 million of the cash consideration was paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. In conjunction with the acquisition of Solectrac, the Company remeasured the 21.4% previously accounted for as an equity method investment. The Company determined the enterprise value using external specialists in support of the preliminary purchase price allocation referenced in the table below. The Company used this enterprise value to remeasure the previous equity investment by grossing up the value of the 21.4% equity ownership to reflect the proceeds paid to gain control of Solectrac. This remeasurement resulted in a gain of $2.9 million recorded in the year ended December 31, 2021, this was recorded in Gain (loss) on remeasurement of investment, in our consolidated statement of operations. Solectrac is a manufacturer and distributor of clean agricultural equipment of 100% battery-powered, all-electric tractors for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy. The Company expects Solectrac to create immediate synergies with its existing EV initiatives as it brings a rapidly growing agricultural sector to the Company’s current product offerings. In addition to the purchase price, the Solectrac Agreement contains three earnouts that could result in additional payments of up to $6.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics in calendar year 2023. The Company considers this earnout to be contingent consideration that as of the acquisition date is probable to occur in certain years and has attributed $1.6 million as additional consideration for purposes of the preliminary purchase price allocation. During the three months ended December 31, 2021 the Company re-evaluated the likelihood of the earnout being achieved in light of macro-economic events impacting the supply chain timeframes and adoption of electric tractors. The Company concluded that the fair value of the contingent consideration approximated $0.1 million and $1.5 million has been recorded as an income for the year ended December 31, 2021 in the consolidated statement of operations, other income (expense) caption. The Company will continue to monitor the fair value of this contingent consideration with any changes being recorded in the consolidated statement of operations if and when a change occurs. The Company has also agreed to a performance and retention plan for the benefit of certain Solectrac employees which could result in up to $3.0 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for calendar years 2021, 2022 and 2023. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of December 31, 2021 the Company has not accrued any of this retention plan as the various criteria are not yet probable of occurring. Revenue of $1.8 million and net loss of $1.9 million, for the year ended December 31, 2021, respectively, have been included in the consolidated financial statements. The final purchase price allocation for Solectrac is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Acquisition Method Accounting Estimates The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including earnings before interest, taxes, depreciation and amortization, revenue, revenue growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands): Solectrac US Hybrid Timios WAVE Purchase Price Cash paid at closing, including working capital estimates $ 18,025 $ 30,139 $ 46,576 $ 15,000 Fair value of previously held interest 5,287 — Fair value of common stock — 20,877 — 28,616 Fair value of contingent consideration 1,640 — — 11,418 Total purchase consideration 24,952 51,016 46,576 55,034 Purchase Price Allocation Assets acquired Current assets 2,700 3,793 7,292 2,820 Property, plant and equipment 30 5 429 — Other assets 45 52 48 — Intangible assets – tradename 4,210 1,740 8,426 12,630 Intangible assets – lender relationships — — 16,600 — Intangible assets - technology 2,350 5,110 Intangible assets – patents — — — 13,000 Intangible assets - non-compete — 520 — — Intangible assets – licenses — — 1,000 — Indefinite lived title plant — — 500 — Goodwill 17,714 42,218 21,824 35,689 Total assets acquired 27,049 53,438 56,119 64,139 Liabilities assumed: Current liabilities (509) (1,602) (4,306) (4,578) Deferred tax liability (1,588) (820) (5,237) (4,527) Total liabilities assumed (2,097) (2,422) (9,543) (9,105) Net assets acquired $ 24,952 $ 51,016 $ 46,576 $ 55,034 The useful lives of the intangible assets acquired is as follows: Solectrac US Hybrid Timios WAVE Intangible assets – tradename 6 7 15 15 Intangible assets – lender relationships — — 7 — Intangible assets – technology 10 13 — — Intangible assets – patents — — — 14 Intangible assets - non-compete — 5 — — Intangible assets – licenses — — 15 — Weighted average useful life 7.4 11 10 14.5 Excluding the impact of any impairments, the estimated amortization expense related to these intangible assets for each of the years subsequent to December 31, 2021 is as follows (amounts in thousands): 2022 remaining $ 6,511 2023 6,511 2024 6,511 2025 6,511 2026 6,511 2027 and beyond 27,473 Total $ 60,028 Amortization expense related to intangible assets created as a result of the 2021 Acquisitions of $4.9 million has been recorded for the year ended December 31, 2021. Cumulative Goodwill, excluding any impairments, in the amount of $117.4 million was recorded as a result of the 2021 Acquisitions. The goodwill from the 2021 Acquisitions represents future economic benefits that we expect to achieve as a result of the acquisitions, Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is not 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 $3.8 million during the year ended December 31, 2021 related to the 2021 Acquisitions. In addition, the Company incurred transaction costs of $3.7 million during the year ended December 31, 2021, associated with the proposed VIA acquisition. Transaction costs have been included in selling, general and administrative expenses in the consolidated statements of operations and in cash flows from operating activities in the 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 Company filed an Amended Form 8-K on April 6, 2021 to disclose unaudited pro forma financial information, and explanatory notes, related to the acquisition of Timios as it met the criteria of a significant acquisition. The remainder of the 2021 Acquisitions did not meet the criteria of a significant acquisition, in aggregate or individually. The pro forma adjustments are based on historically reported transactions by the acquired companies. The pro forma results do not include any material, nonrecurring adjustments directly attributable to the 2021 Acquisitions. 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. Year Ended December December 31, 2021 31, 2020 (Amounts in thousands, except per share and share data) Total revenue $ 117,617 $ 114,588 Net loss attributable to IDEX common shareholders (257,281) (94,097) Earnings (loss) per share Basic and Diluted $ (0.57) $ (0.40) Weighted average shares outstanding Basic and Diluted 447,829,204 232,707,448 Divestitures On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL the owner and operator of the social media platform Hoo.be, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine, a wholly-owned subsidiary of the Company focused on influencer marketing. The Company recognized a disposal loss of $1.2 million as a result of the deconsolidation of Grapevine, and such loss was recorded in “(Loss) gain on disposal of subsidiaries, net” in the consolidated statements of operations. Through its ownership in FNL, the Company has retained a 29.0% interest in Grapevine. The disposal loss of $1.2 million includes the adjustment recorded to adjust the retained interest of 29.0% in Grapevine to its fair value on the date of disposal. The fair value of the retained interest in Grapevine was determined based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management’s estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. 2020 Acquisitions and Divestitures 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 as disclosed below. In the year ended December 31, 2020, the Company commenced the liquidation of a consolidated entity and therefore deconsolidated the entity. As a result of the deconsolidation, the Company recorded a gain of $0.3 million in “(Loss) gain on disposal of subsidiaries, net” and bad debt expense of $0.2 million in “Selling, general and administrative expense” in the consolidated statements of operations. 2019 Acquisitions and Divestitures (a) Acquisition of Tree Technologies On December 26, 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. The acquisition price was comprised of (1) $0.9 million in cash, (2) 9.5 million shares of Ideanomics common stock, and (3) contingent consideration of up to $32.0 million over three years, to be paid in cash or Ideanomics common shares at the election of the Company. The contingent consideration was initially based upon revenue targets over three 12 month periods beginning in the three months ended December 31, 2019; due to financing delays and resulting production delays, these three 12 month periods commenced on July 1, 2020. In the year ended December 31, 2020, the Company recorded remeasurement gains of $7.0 million in “Change in fair value of contingent consideration, net” in the consolidated statements of operations. As of December 31, 2020, the recorded balance of this liability was $8.3 million. The fair value of the Ideanomics stock was based upon the closing price of $0.82 on December 26, 2019, and the fair value of the contingent consideration was estimated to be $15.5 million, and revised to $15.3 million upon finalization of the purchase, and was recorded as a liability on the date of acquisition. The Company estimated the fair value of the contingent consideration using a scenario-based method which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. This fair value measurement is based on significant Level 3 inputs. The resulting probability-weighted cash flows were discounted using the Company’s estimated weighted average cost of capital of 15.0%. Tree Technologies holds the land use rights for 250 acres of vacant land zoned for industrial development in the Gebeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia. The Company intends to develop this land and lease it to Tree Manufacturing for the manufacture of EVs. As part of the acquisition, Tree Technologies acquired an exclusive right to market and distribute the EVs manufactured by Tree Manufacturing. The goodwill arising from the acquisition consists largely of the synergies expected from the fulfillment of these contracts. None of the goodwill recognized is expected to be deductible for tax purposes. The following table summarizes the acquisition-date fair value of assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in Tree Technologies recognized. The Company has completed the fair value analysis of the assets acquired, liabilities assumed, the noncontrolling interest, and the contingent consideration, and therefore the adjustments are incorporated in the table below (in thousands): Land use rights $ 27,140 Accounts payable (743) Noncontrolling interest (15,452) Goodwill 468 Marketing and distribution agreement 12,590 Total $ 24,003 The completion of the fair value analysis resulted in measurement period adjustments of $12.8 million, primarily to the amount initially assigned to the noncontrolling interest, and reduced the amount of goodwill recorded. The accounts payable above of $0.7 million primarily represents the transfer tax payable for the land use rights for the 250 acres of vacant land, which the Company paid in the three months ended September 30, 2020. Tree Technologies had not commenced operations as of the acquisition date, therefore pro forma results as if the acquisition had occurred as of January 1, 2019, and related information, are not presented. Refer to Note 11 for information regarding the impairment of the marketing and distribution agreement. (b) Acquisition of Grapevine On September 4, 2018, the Company completed the acquisition of 65.7% share of Grapevine for $2.4 million in cash. Fomalhaut, a British Virgin Islands company and an affiliate of Dr. Wu, the former Chairman of the Company, was the non-controlling equity holder of the Fomalhaut Interest. Fomalhaut entered into an option agreement, effective as of August 31, 2018 (the “Option Agreement,”) with the Company pursuant to which the Company provided Fomalhaut with the option to sell the Fomalhaut Interest to the Company. The aggregate sale price for the Fomalhaut Interest was the fair market value of the Fomalhaut Interest as of the close of business on the date preceding the date upon which the right to sell the Fomalhaut Interest to the Company is exercised by Fomalhaut. If the option was to be exercised, the sale price for the Fomalhaut Interest was payable in a combination of one-third in cash and two-thirds in the Company’s shares of common stock at the then market value on the exercise date. In May 2019, the Company entered into two amendments to the Option Agreement. The aggregate exercise price for the Option was amended to the greater of: (1) fair market value of the Fomalhaut Interest in Grapevine as of the close of business on the date preceding the date upon which the option is exercised; and (2) $1.84 per share of the Company’s common stock. It was also agreed that the full amount of the exercise price was to be paid in the form of common stock of the Company. In June 2019, the Company issued 0.6 million shares in exchange for a 34.3% ownership in Grapevine as a result of the exercise of the Option. At the completion of this transaction the Company owned 100.0% of Grapevine. At the date of the transaction, the carrying amount of the non-controlling interest in Grapevine was $0.5 million. The difference between the value of the consideration exchanged of $1.1 million and the carrying amount of the non-controlling interest in Grapevine is recorded as a debit to additional paid-in capital based on ASC 810. Refer to Note 11 for information regarding the impairment of Grapevine’s influencer network. (c) Acquisition of JUSTLY (formerly known as Delaware Board of Trade (“DBOT”)) In April 2019, the Company entered into a securities purchase agreement to acquire 6.9 million shares in DBOT in exchange for 4.4 million shares of the Company’s common stock at $2.11 per share. In July 2019, the Company entered into another securities purchase agreement to acquire an additional 2.2 million shares in DBOT in exchange for 1.4 million shares of the Company’s common stock at $2.11 per share. The two transactions, which increased the Company’s ownership in DBOT to 99.0% as of that date, were completed in July 2019. The securities purchase agreements required the Company to issue contingent consideration in the form of additional shares of the Company’s common stock in the event the stock price of the common stock falls below $2.11 at the close of trading on the date immediately preceding the lock-up date, which was 9 months from the closing date. The Company accounted for the contingent consideration as a liability in accordance with ASC 480. The Company recorded this liability at fair value of $2.2 million on the date of acquisition. As of December 31, 2019, the Company remeasured this liability to $7.3 million and the remeasurement loss of $5.1 million was recorded in “Change in fair value of contingent consideration, net” in the consolidated statements of operations. In the year ended December 31, 2020, the Company recorded remeasurement losses of $1.5 million in “Change in fair value of contingent acquisition, net” in the consolidated statements of operations, and partially satisfied the liability with the issuance of 13.1 million shares of common stock. As of December 31, 2020, the recorded balance of this liability was $0.6 million. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. Immediately prior to the consummation of the transaction, the Company’s investment in DBOT consisted of 37.0% of the common shares outstanding, which had a fair value of $3.1 million, and the Company recorded a loss of $3.2 million to record the investment in DBOT to its fair value. This loss was recorded in “Loss on remeasurement of DBOT investment” in the consolidated statements of operations in the year ended December 31, 2019. The fair value of the investment in DBOT immediately prior to the consummation of the transaction was determined in conjunction with the overall fair value determination of the DBOT assets acquired and liabilities assumed. DBOT operated three companies: (1) DBOT ATS LLC, an SEC recognized ATS; (2) DBOT Issuer Services LLC, focused on setting and main |
Accounts Receivable_2
Accounts Receivable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Accounts Receivable | Note 8. Accounts Receivable The following table summarizes the Company’s accounts receivable (in thousands): June 30, December 31, 2022 2021 Accounts receivable $ 8,192 $ 4,945 Less: allowance for doubtful accounts (1,535) (1,607) Accounts receivable, net $ 6,657 $ 3,338 As of June 30, 2022 and December 31, 2021, the gross balance includes the taxi commission revenue receivables from the related party Qianxi of $1.2 million and $1.3 million, respectively. These balances are fully reserved in the balances stated above. The following table summarizes the movement of the allowance for doubtful accounts (in thousands): June 30, December 31, 2022 2021 Balance at the beginning of the period $ (1,607) $ (1,219) Increase in the allowance for doubtful accounts — (350) Effect of change in foreign currency exchange rates $ 72 $ (38) Balance at the end of the period $ (1,535) $ (1,607) For the six months ended June 30, 2022, the Company did not increase its allowance for doubtful accounts for accounts receivable from a third-party. In the year ended December 31, 2021, the Company increased its allowance for doubtful accounts by $0.4 million for accounts receivable from a third-party. | Note 9. Accounts Receivable The following table summarizes the Company’s accounts receivable (in thousands): December 31, December 31, 2021 2020 Accounts receivable, gross $ 4,945 $ 8,619 Less: allowance for doubtful accounts (1,607) (1,219) Accounts receivable, net $ 3,338 $ 7,400 As of December 31, 2021 and 2020, the gross balance includes the taxi commission revenue receivables from the related party Qianxi of $1.3 million and $1.2 million, respectively. The following table summarizes the movement of the allowance for doubtful accounts (in thousands): December 31, December 31, December 31, 2021 2020 2019 Balance at the beginning of the year $ (1,219) $ — $ — Increase in the allowance for doubtful accounts (350) (1,219) — Effect of change in foreign currency exchange rates (38) — — Balance at the end of the year $ (1,607) $ (1,219) $ — In the years ended December 31, 2021 and 2020, the Company increased its allowance for doubtful accounts by $0.4 million for accounts receivable from a third-party and $1.2 million from the related party Qianxi, respectively. |
Property and Equipment, net_2
Property and Equipment, net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, net | Note 9. Property and Equipment, net The following table summarizes the Company’s property and equipment (in thousands): June 30, December 31, 2022 2021 Furniture and office equipment $ 2,426 $ 1,432 Vehicle 994 900 Leasehold improvements 3,105 581 Machinery and equipment 2,742 825 Total property and equipment 9,267 3,738 Less: accumulated depreciation (949) (833) Property and equipment, net $ 8,318 $ 2,905 The Company recorded depreciation expense of $0.6 million and $0.1 million, which is included in its operating expense, for the three months ended June 30, 2022 and 2021, respectively and $0.9 million and $0.2 million for the six months ended June 30, 2022 and 2021, respectively. Fintech Village On January 28, 2021, the Company’s Board accepted an offer of $2.8 million for Fintech Village, which was a 58-acre former University of Connecticut campus in West Hartford and subsequently signed a sale contract on March 15, 2021. The Company estimated the costs to sell Fintech Village to be $0.2 million and recorded these costs in “Loss on disposal of subsidiaries, net” In the three months ended December 31, 2021, the Company closed on the sale of Fintech Village for $2.8 million, excluding commissions and other costs of $0.2 million. The asset retirement obligations were derecognized in the three months ended December 31, 2021. | Note 10. Property and Equipment, net The following table summarizes the Company’s property and equipment (in thousands): December 31, December 31, 2021 2020 Furniture and office equipment $ 1,432 $ 315 Vehicles 900 229 Leasehold improvements 581 246 Shop equipment 825 — Total property and equipment 3,738 790 Less: accumulated depreciation (833) (460) Property and equipment, net $ 2,905 $ 330 Fintech Village Land $ — $ 2,750 Retirement asset costs - environmental remediation — 4,500 Fintech Village $ — $ 7,250 The Company recorded depreciation expense of $0.5 million, $0.1 million and $0.1 million in the years ended December 31, 2021, 2020 and 2019, respectively. Fintech Village On October 10, 2018, the Company purchased a 58-acre former University of Connecticut campus in West Hartford from the State of Connecticut for $5.2 million in cash and also assumed responsibility of the environmental remediation. The Company obtained a surety bond in favor of the seller in connection with the Company’s environmental remediation obligations. The Company initially recorded asset retirement obligations in the amount of $8.0 million, which was the estimate performed by the seller and at a discount to the purchase price, therefore, the Company considered it a reasonable estimate of fair value of its asset retirement obligation pursuant to ASC 410. On January 28, 2021, the Company’s Board accepted an offer of $2.8 million for Fintech Village, and subsequently signed a sale contract on March 15, 2021. In the year ended December 31, 2021, the Company closed on the sale of Fintech Village for $2.8 million, excluding commissions and other costs of $0.2 million. The asset retirement obligations were derecognized in the year ended December 31, 2021. The following table summarizes the activity in the asset retirement obligation for the year ended December 31, 2021, and 2020 (in thousands): January 1, Liabilities Remediation Accretion December 31, 2021 Incurred Performed Expense Derecognition 2021 Asset retirement obligation $ 4,653 $ — $ — $ — $ (4,653) $ — January 1, Liabilities Remediation Accretion December 31, 2020 Incurred Performed Expense Derecognition 2020 Asset retirement obligation $ 5,094 $ — $ (441) $ — $ — $ 4,653 In the year ended December 31, 2020, the Company impaired the remaining building with a carrying amount of $0.3 million and land with a carrying amount of $0.3 million and the related asset retirement cost with a carrying amount of $2.0 million and the capitalized architect costs with a carrying amount of $2.7 million. In the year ended December 31, 2019, the Company impaired buildings with a carrying amount of $2.3 million, which were subsequently demolished, and impaired related asset retirement costs of $1.5 million . |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 10. Goodwill and Intangible Assets A reporting unit is the level at which goodwill is tested for impairment, and is defined as an operating segment or one level below an operating segment, if certain criteria are met. Under its current corporate structure, the Company has one operating segment and seven reporting units. Goodwill The following table summarizes changes in the carrying amount of goodwill (in thousands): Balance as of January 1, 2021 $ 705 Measurement period adjustments 186 Effect of change in foreign currency exchange rates (1) Acquisitions 117,445 Disposal of Grapevine (a) (704) Impairment loss (b,c,d,e) (101,470) Balance as of December 31, 2021 16,161 Acquisitions 58,689 Effect of change in foreign currency exchange rates (2,752) Balance as of June 30, 2022 $ 72,098 (a) During the three months ended June 30, 2021, the Company completed the sale of Grapevine. Refer to Note 8 for additional information. (b) On July 26, 2021, Timios experienced a systems outage that was caused by a cybersecurity incident, which caused disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings. This resulted in an adverse impact on Timios’ revenues in that one significant customer was lost and other customers have reduced their volume. The Company determined that an indicator of potential impairment existed and decided to perform an interim quantitative tangible and intangible asset and goodwill impairment tests for its Timios reporting unit. Based on the results of this interim quantitative impairment test, the fair value of the Timios reporting unit was below the carrying value of its net assets. The decline in the fair value of the Timios reporting unit resulted from the cybersecurity event described above, which lowered the projected revenue and profitability levels of the reporting unit. The fair value of the Timios reporting unit was based on the income approach. Under the income approach, the Company estimated the fair value of the reporting unit based on the present value of estimated future cash flows which are level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management’s estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. The Company based the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the Timios’ ability to execute on the projected cash flows. The fair value of Timios’ reporting unit is based on management’s best estimates, and should actual results differ from those estimates, future impairment charges may be required in future periods. The quantitative analysis indicated that the carrying amount of the Timios reporting unit exceeded its fair value by $19.5 million. As a result, the Company recorded a goodwill impairment charge of $5.6 $0.7 $13.2 (c) For the year ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on WAVE’s business forecasts. The projections have negatively impacted WAVE’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $35.7 (d) For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on US Hybrid’s business forecasts. The projections have negatively impacted US Hybrid’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $42.2 (e) For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on Solectrac’s business forecasts. The projections have negatively impacted Solectrac’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $17.7 As reported in Note 1 the Company restated its condensed consolidated financial statements, including errors in determining the estimated fair value of acquired intangible assets in its purchase price allocation for its 2021 acquisitions. The cumulative impact of these errors resulted in less fair value being attributed to identifiable intangible assets and additional value attributed to goodwill. Refer to the Amended Form 10-Q’s as of and for the three months ended March 31, 2021 and as of and for the three and six months ended June 30, 2021 that have been filed with the SEC on November 22, 2021. Intangible Assets The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): June 30, 2022 December 31, 2021 Weighted Average Remaining Gross Gross Useful Life Carrying Accumulated Impairment Net Carrying Accumulated Impairment Net (in years) Amount Amortization Loss Balance Amount Amortization Loss Balance Amortizing Intangible Assets Continuing membership agreement (a) 17 $ 1,179 $ (665) $ — $ 514 $ 1,179 $ (649) $ — $ 530 Patents, trademarks and brands (d,f,h,i) 38.2 22,509 (1,050) (1,132) 20,327 39,820 (2,715) (30,492) 6,613 Customer relationships 14.2 13,558 (339) — 13,219 — Land use rights (c) 96.5 25,672 (519) — 25,153 27,102 (411) — 26,691 Licenses (d) 13.5 1,000 (99) — 901 1,000 (65) — 935 Lender relationships (d) 5.5 16,600 (1,836) (12,551) 2,213 16,600 (1,638) (12,550) 2,412 Internally developed software (e) 2.1 765 (149) — 616 452 (76) — 376 Software (h,j) 11.7 4,491 (736) — 3,755 4,492 (178) — 4,314 Non-compete (i) 0 — — — — 520 (57) (463) — Technology (h,i) 7.7 17,730 (692) — 17,038 7,460 (347) (7,113) — Assembled workforce 1.4 150 (44) — 106 150 (6) — 144 Total 103,654 (6,129) (13,683) 83,842 98,775 (6,142) (50,618) 42,015 Indefinite lived intangible assets Timios Title plant (d) 500 — — 500 500 — — 500 Website name 25 — — 25 25 — — 25 Title License 6 — (6) — 6 — — 6 Patent — — — — — — — — Total $ 104,185 $ (6,129) $ (13,689) $ 84,367 $ 99,306 $ (6,142) $ (50,618) $ 42,546 (a) During the three months ended September 30, 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 mentioned above, 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. The Company also recorded an impairment loss of $30,000 related to DBOT’s customer list. Refer to Note 7 for additional information related to the acquisition. (b) During the three months ended December 31, 2021, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. As part of the acquisition, Tree Technologies acquired an exclusive right to market and distribute the EVs manufactured by Tree Manufacturing. Upon acquisition, the fair value of this agreement was determined to be $11.3 million. In the three months ended December 31, 2020, Tree Technologies obtained a domestic EV manufacturing license in Malaysia; and therefore determined it would not purchase vehicles from Tree Manufacturing. The Company subsequently severed all commercial relationships with Tree Manufacturing. Accordingly, the Company determined there was no underlying value to the marketing and distribution agreement, and recorded an impairment loss of $12.5 million. Refer to Note 7 for additional information related to the acquisition. (c) During the three months ended March 31, 2022, the Company completed the acquisition of 100.0% interest in Timios. Refer to Note 7 for additional information related to the acquisition. (d) Relates to software development costs capitalized during the three months ended September 30, 2021 at Timios. The asset was placed into service in July 2021. (e) During three months ended March 31, 2021, the Company completed the acquisition of 100.0% interest in WAVE. Refer to Note 7 for additional information related to the acquisition. (f) During the three months ended June 30, 2021, the Company completed a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine. (g) During three months ended June 30, 2021, the Company completed the acquisition of privately held Solectrac. Solectrac develops 100% battery-powered, all-electric tractors for agriculture and utility operations. Refer to Note 7 for additional information related to the acquisition. (h) During three months ended June 30, 2021, the Company completed the acquisition of privately held US Hybrid Corporation. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components. Refer to Note 7 for additional information related to the acquisition. (i) Relates to software costs capitalized during the nine months ended September 30, 2021. Amortization expense relating to intangible assets was $1.7 million and $1.0 million for the three months ended June 30, 2022 and 2021, respectively. The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be Years ending June 30, recognized (excluding the three months ended March 31, 2022) $ 3,180 2023 6,347 2024 6,202 2025 5,500 2026 5,546 2026 and thereafter 57,067 Total $ 83,842 |
Long-term Investments_2
Long-term Investments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Long-term Investments | Note 11. Long-term Investments The following table summarizes the Company’s long-term investments (in thousands): June 30, December 31, 2022 2021 Non-marketable equity investments $ 10,569 $ 7,500 Equity method investments 14,949 28,088 Total $ 25,518 $ 35,588 Non-marketable equity investment Our non-marketable equity investments are investments in privately held companies without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes 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 June 30, 2022 and 2021, respectively. Equity method investments The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands): June 30, 2022 Dilution loss Reclassification due to January 1, Income (loss) to equity Reclassification investee share June 30, 2021 Addition on investment method investee to subsidiaries issuance 2022 Energica (b) 12,329 — (1,031) — (11,298) — — FNL Technologies (c) 2,856 — (454) — — — 2,362 MDI Fund (d) 3,765 127 (77) — — — 3,815 PEA (f) 9,138 (366) — — — 8,772 Total $ 28,088 $ 127 $ (1,928) $ — $ (11,298) $ — $ 14,949 The Company has received no dividends from equity method investees in the three and six months ended June 30, 2022 and 2021. (a) Solectrac On October 22, 2020, the Company acquired 1.4 million common shares, representing 15.0% of the total common shares outstanding, of Solectrac for a purchase price of $0.91 per share, for total consideration of $1.3 million. On November 19, 2020, Ideanomics acquired an additional 1.3 million shares of common stock for $1.00 per share, for a subsequent investment of $1.3 million. The Company’ ownership in Solectrac was diluted to 24.3% as of March 31, 2021 due to the new share issuance by Solectrac during the three months ended March 31, 2021. On June 11, 2021, Ideanomics entered into a stock purchase agreement and plan of merger with Solectrac and its shareholders, and acquired the remaining common shares outstanding of Solectrac for total consideration of $18.0 Refer to Note 7 for additional information on the acquisition of Solectrac. (b) Energica On March 3, 2021, the Company entered into an investment agreement with Energica. The Company invested €10.1 million ($13.6 million) for 6.1 million ordinary shares of Energica at a subscription price of €1.78 ($2.21) for each ordinary share. Pursuant to the purchase of the shares the Company will hold 20.0% of Energica’s share capital. From March 3, 2021 through September 30, 2021 the Company has the right to participate in any equity financing by Energica. Ideanomics was restricted from selling any of the shares for a period of 90 days. Energica is the world’s leading manufacturer of high performance electric motorcycles and the sole manufacturer of the FIM Enel MotoE World Cup. Energica motorcycles are currently on sale through the official network of dealers and importers. The Company has decided to account for Energica on a one quarter lag as Energica, which is publicly traded on the Milan stock exchange, is only required to prepare and file semi-annual and annual financial statements, and the time frame in which the filings must be complete is much more lenient than in the U.S. Energica prepares its financial statements in accordance with Article 2423 et seq of the Italian Civil Code, rather than U.S. GAAP. Energica’s financial statements will either be prepared in or reconciled to U. S. GAAP prior to the Company recording its share of Energica’s earnings or losses, and the one quarter lag will be utilized to accomplish this, as well as related disclosure matters. As of June 30, 2022, the excess of the Company’s investment over its proportionate share of Energica’s net assets was $10.9 million. The difference represents goodwill. Certain shareholders of Energica have rights such that they may convert their ordinary shares into ordinary shares with supervoting rights under certain conditions. The aggregate market value of the Energica common shares owned by the Company was $22.5 million as of June 30, 2022. (c) FNL On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, which included the investment of $2.9 million cash into FNL, the issuance of 0.1 million shares of Ideanomics common stock, and 100.0% of the common stock outstanding of Grapevine. Ideanomics received 0.6 million shares of common stock of FNL at a subscription price of $8.09 per share of common stock, and Ideanomics also converted a $250,000 SAFE into 30,902 shares of common stock. The Company determined that the basis in the FNL investment is the aggregate of the cash invested, including the SAFE, the fair value of the Ideanomics common stock issued, and the fair value of Grapevine. As a result of this transaction, Ideanomics owns 29.0% of the common stock outstanding of FNL, and FNL appointed Alfred Poor, Ideanomics’ Chief Executive Officer, to be a member of its board of directors. The Company has decided to account for FNL on a one quarter lag, as FNL is in the development stage and will require the additional time to prepare financial statements in accordance with U.S. GAAP. (d) Minority Depository Institution Keepers Fund On July 26, 2021, the Company entered into a subscription agreement to invest $25.0 million in the MDI Fund. The MDI Fund an organization of minority-owned banks that aim to increase inclusivity in the financial services industry, is sponsored by the National Bankers’ Association. The MDI Fund will provide capital resources primarily in low and moderate income areas to grow a more skilled workforce, increase employment opportunities, and support businesses’ growth among minority and underserved communities. The initial investment of $0.6 million was made on July 26, 2021. The Company has decided to account for MDI on a one quarter lag, the MDI Fund reporting requirements differ from the Company’s quarterly reporting schedule. (e) TM2 On January 28, 2021, the Company entered into a SAFE with TM2. As of August 13, 2021, the SAFE was amended to which Ideanomics would invested €5.0 million ($5.9 million), an increase in the investment of €3.5 million ($4.1 million), from the original contracted investment of €1.5 million ($1.8 million.) If there is an equity financing (of above €5.0 million ($6.8 million) 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 to 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, the Company shall be entitled to convert the purchase amount into ordinary shares based on the pre-investment valuation of the Company of €10.0 million ($11.1 million) on December 20, 2019, plus the value of any investment into the SAFE since the original investment resulting in a current valuation of the Company of €11.0 million ($12.5 million), but subject to increase by the amount of any further debt, equity, convertible investment prior to January 28 2022. In the event of a non-qualifying financing, TM2 shall provide the Company with sufficient information to verify such funding and increase in valuation. The Company accounts for TM2 as an equity method investment, as it holds a 10.0% equity ownership interest and has one four (f) PEA On August 2, 2021, the Company announced a strategic investment in PEA, a business unit within the Prettl Group, a large German industrial company that manufactures and distributes components and systems for the automotive, energy, and electronics industries. The terms include a strategic investment of €7.5 million ($9.1 million) for 11,175 preferred shares. Ideanomics will receive exclusive sales and distribution rights for PEA charging infrastructure products and solutions in North America and CEO Alf Poor will join PEA’s Board of Directors. The Company received legal ownership as of October 19, 2021, after payment of €7.5 million ($9.1 million) representing a 30% equity ownership. | Note 12. Long-term Investments The following table summarizes the composition of long-term investments (in thousands): December 31, December 31, 2021 2020 Non-marketable equity investments $ 7,500 $ 4,787 Equity method investments 28,088 3,700 Total $ 35,588 $ 8,487 Non-marketable equity investments Our non-marketable equity investments are investments in privately held companies without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Based on management’s analysis of certain investment’s performance, impairment losses of $4.5 million, $0.2 million and $3.0 million were recorded in the years ended December 31, 2021, 2020 and 2019, and are recorded in “Asset impairments” in the consolidated statements of operations. Equity method investments The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands): December 31, 2021 Income (loss) Reclassification Dilution loss January 1, on Reclassification Impairment to equity method due to investee December 31, 2021 Addition investment to subsidiaries losses investee share issuance 2021 Solectrac (a) $ 2,556 $ — $ (153) $ (2,372) $ — $ — $ (31) $ — Energica (b) — 13,555 (1,226) — — — — 12,329 FNL (c) — 3,505 (899) — — 250 — 2,856 MDI Fund (d) — 4,646 (881) — — — — 3,765 TM2 (e) 1,144 7,226 (506) — (7,864) — — — PEA (f) — 9,138 — — — — — 9,138 Total $ 3,700 $ 38,070 $ (3,665) $ (2,372) $ (7,864) $ 250 $ (31) $ 28,088 December 31, 2020 Income (loss) Reclassification Dilution loss January 1, on Reclassification Impairment to equity method due to investee December 31, 2020 Addition investment to subsidiaries losses investee share issuance 2020 TM2 (e) $ 1,227 $ — $ (83) $ — $ — $ — $ — $ 1,144 Intelligenta (g) $ 9,800 $ — $ — $ — $ (9,800) $ — $ — $ — Glory (h) 6,854 — (4) — (6,850) — — — Solectrac (a) — 2,600 (44) — — — — 2,556 Total $ 17,881 $ 2,600 $ (131) $ — $ (16,650) $ — $ — $ 3,700 The Company has received no dividends from equity method investees in the years ended December 31, 2021, 2020 and 2019. (a) 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’s ownership in Solectrac was diluted to 24.3% as of March 31, 2021 due to the new share issuance by Solectrac during the three months ended March 31, 2021. On June 11, 2021, Ideanomics entered into a stock purchase agreement and plan of merger with Solectrac and its shareholders, and acquired the remaining common shares outstanding of Solectrac for total consideration of $17.7 million. Ideanomics now owns 100% of Solectrac, and commenced consolidation of Solectrac on that date. Refer to Note 8 for additional information on the acquisition of Solectrac. (b) On March 3, 2021, the Company entered into an investment agreement with Energica. The Company invested €10.1 million ($13.6 million) for 6.1 million ordinary shares of Energica at a subscription price of €1.78 ($2.21) for each ordinary share. Pursuant to the purchase of the shares the Company will hold 20.0% of Energica’s share capital. From March 3, 2021 through September 30, 2021 the Company has the right to participate in any equity financing by Energica. Ideanomics was restricted from selling any of the shares for a period of 90 days. Energica is the world’s leading manufacturer of high performance electric motorcycles and the sole manufacturer of the FIM Enel MotoE World Cup. Energica motorcycles are currently on sale through the official network of dealers and importers. The Company has decided to account for Energica on a one quarter lag as Energica, which is publicly traded on the Milan stock exchange, is only required to prepare and file semi-annual and annual financial statements, and the time frame in which the filings must be complete is much more lenient than in the U.S. Energica prepares its financial statements in accordance with Article 2423 et seq of the Italian Civil Code, rather than U.S. GAAP. Energica’s financial statements will either be prepared in or reconciled to U. S. GAAP prior to the Company recording its share of Energica’s earnings or losses, and the one quarter lag will be utilized to accomplish this, as well as related disclosure matters. As of December 31, 2021, the excess of the Company’s investment over its proportionate share of Energica’s net assets was $11.0 million. The difference represents goodwill. Certain shareholders of Energica have rights such that they may convert their ordinary shares into ordinary shares with supervoting rights under certain conditions. The aggregate market value of the Energica common shares owned by the Company was $21.8 million as of December 31, 2021. (c) On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, which included the investment of $2.9 million cash into FNL, the issuance of 0.1 million shares of Ideanomics common stock, and 100.0% of the common stock outstanding of Grapevine. Ideanomics received 0.6 million shares of common stock of FNL at a subscription price of $8.09 per share of common stock, and Ideanomics also converted a $250,000 SAFE into 30,902 shares of common stock. The Company determined that the basis in the FNL investment is the aggregate of the cash invested, including the SAFE, the fair value of the Ideanomics common stock issued, and the fair value of Grapevine. As a result of this transaction, Ideanomics owns 29.0% of the common stock outstanding of FNL, and FNL appointed Alfred Poor, Ideanomics’ Chief Executive Officer, to be a member of its board of directors. The Company has decided to account for FNL on a one quarter lag, as FNL is in the development stage and will require the additional time to prepare financial statements in accordance with U.S. GAAP. (d) On July 26, 2021, the Company entered into a subscription agreement to invest $25.0 million in the MDI Fund. The MDI Fund an organization of minority-owned banks that aim to increase inclusivity in the financial services industry, is sponsored by the National Bankers’ Association. The MDI Fund will provide capital resources primarily in low and moderate income areas to grow a more skilled workforce, increase employment opportunities, and support businesses’ growth among minority and underserved communities. The initial investment of $0.6 million was made on July 26, 2021. The Company has decided to account for the MDI Fund on a one quarter lag since the MDI Fund’s reporting requirements differ from the Company’s quarterly reporting schedule. (e) On January 28, 2021, the Company entered into a SAFE with TM2. As of August 13, 2021, the SAFE was amended to which Ideanomics would invest €5.0 million ($5.9 million), an increase in the investment of €3.5 million ($4.1 million), from the original contracted investment of €1.5 million ($1.8 million.) If there is an equity financing (of above €5.0 million ($6.8 million)) 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 to 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, the Company shall be entitled to convert the purchase amount into ordinary shares based on the pre-investment valuation of the Company of €10.0 million ($11.1 million) on December 20, 2019, plus the value of any investment into the SAFE since the original investment resulting in a current valuation of the Company of €11.0 million ($12.5 million), but subject to increase by the amount of any further debt, equity, convertible investment prior to January 28, 2022. In the event of a non-qualifying financing, TM2 shall provide the Company with sufficient information to verify such funding and increase in valuation. The Company accounts for TM2 as an equity method investment, as it holds a 10.0% equity ownership interest and has one of four seats on the board of directors. (f) On August 2, 2021, the Company announced a strategic investment in PEA, a business unit within the Prettl Group, a large German industrial company that manufactures and distributes components and systems for the automotive, energy, and electronics industries. The terms include a strategic investment of €7.5 million ($9.1 million) for 11,175 preferred shares. Ideanomics will receive exclusive sales and distribution rights for PEA charging infrastructure products and solutions in North America and CEO Alf Poor will join PEA’s Board of Directors. The Company received legal ownership as of October 19, 2021, after payment of €7.5 million ($9.1 million) representing a 30% equity ownership. (g) In 2018, the Company signed an investment agreement with two unrelated parties to establish BDCG, subsequently renamed Intelligenta, for providing block chain services for financial or energy industries by utilizing artificial intelligence and big data technology in the United States. On April 24, 2018, the Company acquired 20.0% equity ownership in BDCG from one noncontrolling party for total consideration of $9.8 million which consisted of $2.0 million in cash and $7.8 million paid in the form of the Company’s capital stock (valued at $2.60 per share and equal to 3.0 million shares of the Company’s common stock), increasing the Company’s ownership to 60.0%. The remaining 40.0% of Intelligenta are held by Seasail. The accounting treatment for the investment is based on the equity method due to variable substantive participating rights (in accordance with ASC 810) granted to Seasail. Intelligenta’s target customer base is financial institutions and large energy companies in the U. S.; however, due to the political relations between the U.S. and China, Intelligenta has been unable to commercialize its product as such companies are hesitant to engage a company with China-based ownership to perform AI and block chain services. The Company evaluated the business prospects of Intelligenta, and determined the investment was impaired and the impairment was other-than-temporary. Accordingly, the Company recorded an impairment loss of $9.8 million in “Impairment of and equity in loss of equity method investees” in the consolidated statements of operations in the year ended December 31, 2020. Intelligenta has yet to record revenue or earnings or losses, and therefore its statement of operations and balance sheet data are not material. As of December 31, 2019, the excess of the Company’s investment over its proportionate share of Intelligenta’s net assets was $9.8 million. The difference represented goodwill and was not amortized. (h) On July 18, 2019, the Company entered into an acquisition agreement to purchase a 34.0% interest in Glory, a Malaysian company, from its shareholder Beijing Financial Holding Limited, a Hong Kong registered company, for the consideration of 12.2 million restricted common shares of the Company, initially representing $24.4 million at $2.00 per share, the contract price, and subsequently revised to $20.0 million at $1.64 per share, the closing price on the date of acquisition. As part of this transaction, the Company was also granted an option to purchase a 40.0% interest in Bigfair from its shareholder Beijing Financial Holding Limited for an exercise price of $13.2 million in the form of common shares of the Company. Bigfair holds a 51.0% ownership stake in Glory. The option was exercisable from July 18, 2020 to July 19, 2021. Upon the initial investment, the Company performed a valuation analysis and allocated $23.0 million and $1.4 million of the consideration transferred to the equity method investment and the call option, respectively, which was subsequently revised to $20.0 million and $0, respectively. As initially contemplated, Glory, through its subsidiary Tree Manufacturing, would hold a domestic EV manufacturing license in Malaysia, a marketing and distribution agreement for EVs in the ASEAN region, as well as the land use rights for 250 acres of vacant land zoned for industrial development in the Gebeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia, which was to be the site of the manufacturing operations. In December 2019, the Company acquired a 51.0% ownership interest in Tree Technologies. Tree Technologies had previously been granted the land use rights to the 250 acres of vacant land mentioned above, which was previously anticipated would be owned by Glory. As Glory would no longer receive the land use rights to the 250 acres of vacant land, the Company evaluated its investment in Glory for impairment, and recorded an impairment loss of $13.1 million in “Impairment of and equity in loss of equity method investees” in the consolidated statements of operations in the year ended December 31, 2019. Tree Technologies had also entered into a product supply arrangement and a product distribution arrangement with a subsidiary of Glory. The Company performed an assessment of these arrangements, and determined that Glory is a variable interest entity, but that the Company is not the prime beneficiary. As of December 31, 2020, the Company accounted for Glory as an equity method investment. Refer to Note 8 for additional information on the acquisition of Tree Technologies. In the three months ended December 31, 2020, Tree Technologies obtained a domestic EV manufacturing license in Malaysia; and therefore determined it would not purchase vehicles from Glory’s subsidiary, Tree Manufacturing. As Glory’s value was predicated on the underlying manufacturing agreement between Tree Technologies and Tree Manufacturing, the Company evaluated the business prospects of Glory, and determined that its investment was impaired and the impairment was other-than-temporary. Accordingly, the Company recorded an impairment loss of $6.9 million in “Impairment of and equity in loss of equity method investees” in the consolidated statements of operations in the year ended December 31, 2020. Refer to Note 11 for information on the impairment loss recorded with respect to the manufacturing agreement with Tree Manufacturing. |
Leases_2
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Leases | Note 12. Leases As of June 30, 2022 and December 31, 2021, the Company’s operating lease right of use assets are $17.7 million and $12.8 million, respectively. The weighted-average remaining lease term is 5.6 and the weighted-average discount rate is 4.9%. The following table summarizes the components of lease expense (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Operating lease cost $ 1,192 $ 279 $ 2,241 $ 448 Short-term lease cost 155 170 359 259 Sublease income — — — — Total $ 1,347 $ 449 $ 2,600 $ 707 The following table summarizes supplemental information related to leases (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,172 $ 311 $ 2,215 $ 476 Right of use assets obtained in exchange for new operating lease liabilities 150 2,955 6,895 4,718 The additional right of use assets was primarily acquired in the Tree Technologies, Energica, WAVE, and Solectrac acquisitions. The facilities acquired are primarily office buildings and warehouses in Asia, Europe and U.S. locations where they conduct business. The following table summarizes the maturity of operating lease liabilities (in thousands): Leased Property June 30, 2022 Costs 2022 (excluding the six months ended June 30, 2022 $ 2,353 2023 4,666 2024 3,534 2025 3,054 2026 2,503 2026 and thereafter 4,031 Total lease payments 20,141 Less: interest (2,577) Total $ 17,564 In the six months ended June 30, 2022, the Company executed a five-year automobile lease and acquired two finance leases through an acquisition of Energica, the manufacturer of high-performance electric motorcycles with a six-year and two-year remaining life for a service center and an office facility, respectively. In Asia, the Company acquired a two-year operating lease and renewed a two-year lease for a general office building for a manufacturing facility for EV bikes, scooters, and batteries. In the U.S., the Company acquired two operating leases, one of which has a two-year term for a general office building and the other lease, has a ten-year life for a warehouse and office facility used primarily for fabrication, assembly, production, and storage of battery-powered electric tractors. | Note 13. Leases As of December 31, 2021 and 2020, the Company’s operating lease right of use assets were $ 12.8 million and $ 0.2 million, respectively. As of December 31, 2021 and 2020, the Company’s operating lease liabilities were $ 12.7 million and $ 0.1 million, respectively. The weighted-average remaining lease term is 4.2 years and the weighted-average discount rate is 5.2% . The following table summarizes the components of lease expense (in thousands): Year Ended December 31, December 31, December 31, 2021 2020 2019 Operating lease cost $ 1,764 $ 1,600 $ 1,708 Short-term lease cost 720 349 317 Sublease income — (74) (42) Total $ 2,484 $ 1,875 $ 1,983 The following table summarizes supplemental information related to leases (in thousands): Year Ended December 31, December 31, December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,856 $ 991 $ 1,407 Right-of-use assets obtained in exchange for new operating lease liabilities 14,293 486 935 The additional right of use assets were primarily acquired in the Timios, WAVE, US Hybrid and Solectrac acquisitions. The facilities acquired are primarily office buildings and warehouses in U.S. locations where they conduct business. Additionally, the Company leased a showroom in New Jersey in November, 2021. The following table summarizes the maturity of operating lease liabilities (in thousands): Leased Property Years ending December 31 Costs 2022 $ 3,629 2023 3,647 2024 2,728 2025 2,281 2026 1,685 2027 and thereafter 222 Total lease payments 14,192 Less: Interest (1,459) Total $ 12,733 In the year ended December 31, 2021, the Company vacated two leases and recorded an impairment loss related to the right of use asset of $0.1 million . In the three months ended March 31, 2020 the Company ceased to use the premises underlying one lease and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $0.9 million. In the three months ended June 30, 2020, the Company completed negotiations with the landlord to settle the remaining operating lease liability of $0.9 million by issuing a promissory note for $0.1 million, bearing an annual interest rate of 4.0%, and which was due on December 31, 2021 and was paid in the year ended December 31, 2021. The Company recorded a gain of $0.8 million in “Other income (expense), net” in the consolidated statements of operations for the settlement of the operating lease liability. In the three months ended June 30, 2020 the Company ceased to use its New York City headquarters at 55 Broadway, which were subject to two leases, and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $5.3 million. The Company had an operating use liability of $5.8 million with respect to these leases, excluding $0.6 million in accounts payable. In the three months ended September 30, 2020, the Company completed negotiations with the landlord to settle the remaining amounts due of $6.4 million for a cash payment of $1.5 million. The Company recorded a gain of $4.9 million in “Other income (expense), net” in the consolidated statements of operations for the settlement of the operating lease. |
Promissory Notes_2
Promissory Notes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Notes Payable, Current [Abstract] | ||
Promissory Notes | Note 13. Promissory Notes The following table summarizes the outstanding promissory notes as of June 30, 2022 and December 31, 2021 (dollars in thousands): June 30, December 31, 2022 2021 Interest Rate Principal Amount Carrying Amount* Principal Amount Carrying Amount* Convertible Debenture (a) 4% $ 33,333 $ 33,437 $ 57,500 $ 57,809 Small Business Association Paycheck Protection Program (c) 1% 265 265 311 312 Energica lending arrangements 0.05% - 4.5% 5,042 — — Total $ 33,598 38,744 $ 57,811 58,121 Less: Current portion (37,028) (58,121) Long-term Note, less current portion $ 1,716 $ — * Carrying amount includes the accrued interest and approximates the fair value because of the short term nature of these instruments. As of June 30, 2022 debts are classified as current and long term. The weighted average interest rate for these borrowings is 3.7% and 4.0% as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022, and December 31, 2021 the Company was in compliance with all ratios and covenants. (a) $75.0 million Convertible Debenture due October 24, 2022 – YA II PN On October 25, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $75.0 million, and received aggregate gross proceeds of $75.0 million. The note is scheduled to mature on October 24, 2022 and bears interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note has a fixed conversion price of $1.88. 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 contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. Commencing February 1, 2022, the Company has the obligation to redeem $8.3 million per month, against the unpaid principal. This amount may be reduced by any conversions by YA II PN or optional redemptions made by the Company. During the six months ended June 30, 2022, none of the principal or accrued interest were converted into shares of common stock of the Company. During the three months ended December 31, 2021, principal and accrued and unpaid interest in the amount of $17.6 million was converted into 9.4 million shares of common stock of the Company. Total interest expense recognized was $0.4 million for the three months ended December 31, 2021. (b) 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 forgiveness application of the loan was submitted in August 2021. While the forgiveness application is under review, the Company has made payments totaling $31,674 of principal and interest during the year ended December 31, 2021 and $24,152 of principal and interest During the three and six months ended June 30, 2022. Interest expense recognized in connection with this loan was $730 and $832 in the six months ended June 30, 2022 and June 30, 2021 respectively for the Small Business Association Paycheck Protection Program. On May 1, 2020 Grapevine borrowed $0.1 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of approximately $7,000 commencing on December 1, 2020, with a final payment due on May 1, 2022. With several amendments, the loan was payable commencing on October 1, 2021, with a final payment due on April 10, 2025. On April 20, 2021, the Company completed the disposal of Grapevine and the loan balance was deconsolidated from consolidated balance sheet. Interest expense recognized in connection with this loan was $0 and $306 in the six months ended June 30, 2022 and June 30, 2021 respectively for the Small Business Association Paycheck Protection Program. (c) Energica Lending Arrangements Energica is party to eleven individual instruments with different counterparties in Italy comprising an aggregate outstanding unpaid balance of $5.0 million. These instruments provide working capital for the Energica manufacturing operations through the combination of accounts receivable factoring, vendor financing programs and other secured asset-based lending arrangements. The instruments bear interest rates ranging from 0.1% to 4.5%, with a weighted average interest rate of 1.1%. $3.9 million of the payable will be due within one year, and $1.1 million of the payable will due between 2026 and 2028 in installments ranging 8 42 Promissory Notes Issued and Repaid in the Year Ended December 31, 2021 During the year ended December 31, 2021, the Company issued several convertible debt instruments to YA II PN, the terms of which are summarized in the following table (principal and gross proceeds in thousands): YA II PN Note 1 YA II PN Note 2 YA II PN Note 3 YA II PN Note 4 Principal $ 37,500 $ 37,500 $ 65,000 $ 80,000 Gross proceeds $ 37,500 $ 37,500 $ 65,000 $ 80,000 Interest rate 4.0 % 4.0 % 4.0 % 4.0 % Conversion price $ 2.00 $ 3.31 $ 4.12 $ 4.95 Maturity dates July 4, 2021 July 15, 2021 July 28, 2021 August 8, 2021 The conversion prices on the notes above were fixed, and were 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 these notes prior to their maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The notes contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. During the year ended December 31, 2021, the notes, plus accrued and unpaid interest, were converted into 45.9 million shares of common stock of the Company, and one note of $80.0 million was repaid. Vendor Notes Payable Repaid in the Year Ended December 31, 2021 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, the remaining payment was due on August 31, 2021 and was repaid. 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 was due and repaid as of December 31, 2021. | Note 15. Promissory Notes The following is the summary of outstanding promissory notes as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Principal Carrying Principal Carrying Interest rate Amount Amount* Amount Amount* Convertible Debenture (a) 4.0 % $ 57,500 $ 57,809 $ — $ — Vendor Note Payable (b) 0.25%-4 % — — 105 105 Small Business Association Paycheck Protection Program (c) 1.0 % 311 312 460 463 Total $ 57,811 58,121 $ 565 568 Less: Current portion (58,121) (568) Long-term Note, less current portion $ — $ — Ties to *Carrying amount includes the accrued interest and approximates the fair value because of the short-term nature of these instruments. The weighted average interest rate for these borrowings is 4.0% and 1.4% as of December 31, 2021 and December 31, 2020, respectively. As of December 31, 2021 and 2020, the Company was in compliance with all ratios and covenants. The following table summarizes the impact to the consolidated statements of operations associated with outstanding promissory notes (in thousands): Year Ended December 31 December 31 December 31 2021 2020 2019 Interest expense excluding amortization of debt discount $ 2,139 $ 1,593 $ 1,449 Interest expense related to amortization of debt discount — 14,485 4,235 Total interest expense $ 2,139 $ 16,078 $ 5,684 Expense due to conversion of notes $ — $ 2,266 $ — (Gain)loss on extinguishment of debt $ (300) $ (8,891) $ 3,940 (a) $75.0 million Convertible Debenture due October 24, 2022 – YA II PN On October 25, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $75.0 million, and received aggregate gross proceeds of $75.0 million. The note is scheduled to mature on October 24, 2022 and bears interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note has a fixed conversion price of $1.88. 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 contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. Commencing February 1, 2022, the Company has the obligation to redeem $8.3 million per month, against the unpaid principal. This amount may be reduced by any conversions by YA II PN or optional redemptions made by the Company. During the year ended December 31, 2021, the principal and accrued and unpaid interest in the amount of $17.6 million was converted into 9.4 million shares of common stock of the Company. Total interest expense recognized was $0.6 million for the year ended December 31, 2021. (b) 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, the remaining payment was due on August 31, 2021 and was repaid. 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 was due and repaid as of December 31, 2021. (c) 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 forgiveness application of the loan was submitted in August 2021 and the Company has made payments totaling $31,674 of principal and interest during the year ended December 31, 2021 while the forgiveness application is under review. On May 1, 2020 Grapevine borrowed $0.1 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of approximately $7,000 commencing on December 1, 2020, with a final payment due on May 1, 2022. With several amendments, the loan was payable commencing on October 1, 2021, with a final payment due on April 10, 2025. On April 20, 2021, the Company completed the disposal of Grapevine and the loan balance was deconsolidated from consolidated balance sheet. On May 3, 2020 WAVE borrowed $0.3 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of $12,630 commencing on November 1, 2020, with a final payment due on May 3, 2022. After the issuance of an additional grace period, payments were to commence on September 21, 2021 until the original maturity date of May 3, 2022. The loan and the accrued interest were forgiven and paid by the U.S. Small Business Administration according to the notice received from the bank on September 16, 2021. The Company recorded the forgiveness as “Gain (loss) on extinguishment of debt” on the consolidated statement of operations. On February 24, 2021 US Hybrid borrowed $0.5 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan had a maturity date of February 24, 2026. After the issuance there was a 2 month loan forgiveness covered period followed by a 10 month deferment period, and payments were to commence on March 10, 2022 and continue until the maturity date. US Hybrid used the loan for qualifying expenses. The loan was forgiven in June 2021 and was accounted for in conjunction with the acquisition accounting in Note 8. Promissory Notes Issued and Repaid in the Year Ended December 31, 2021 During the year ended December 31, 2021, the Company issued several convertible debt instruments to YA II PN, the terms of which are summarized in the following table (principal and gross proceeds in thousands): YA II PN Note 1 YA II PN Note 2 YA II PN Note 3 YA II PN Note 4 Principal $ 37,500 $ 37,500 $ 65,000 $ 80,000 Gross proceeds $ 37,500 $ 37,500 $ 65,000 $ 80,000 Interest rate 4.0 % 4.0 % 4.0 % 4.0 % Conversion price $ 2.00 $ 3.31 $ 4.12 $ 4.95 Maturity dates July 4, 2021 July 15, 2021 July 28, 2021 August 8, 2021 The conversion prices on the notes above were fixed, and were 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 these notes prior to their maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The notes contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. During the year ended December 31, 2021, the notes, plus accrued and unpaid interest, were converted into 45.9 million shares of common stock of the Company, and one note of $80.0 million was repaid. Promissory Notes Outstanding Prior to December 31, 2020 The Company had various debt instruments outstanding prior to December 31, 2020. Certain of these instruments contained beneficial conversion features and/or down round provisions, which were triggered by the subsequent issuance of common stock at a price lower than the down round provisions in the instruments. |
Stockholders' Equity, Convertib
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | Note 14. Stockholders’ Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest Convertible Preferred Stock The Board of Directors has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of June 30, 2022 and December 31, 2021, 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. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time, at the office of the Company or any transfer agent for such stock, into ten fully paid and nonassessable shares of Common Stock, and redeemable at a stated dollar amount upon a merger/consolidation/change in control. Upon the occurrence of a liquidation event, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, an amount per share equal to $0.50, as may be adjusted from time to time plus all accrued, but unpaid dividends, whether declared or not. Common Stock Our Board has authorized 1,500 million shares of common stock, $0.001 par value. 2022 Equity Transactions The Company did not issue any shares during the three month period ended June 30, 2022. The Company issued $0.5 million shares during the six months ended June 30, 2022 for professional service received and the employee stock option exercise. 2021 Equity Transactions The agreement with YA II PN, Ltd On June 11, 2021, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”). The Company will be able to sell up to 80.4 million shares of its common stock at the Company’s request any time during the 36 months two five two five Redeemable Non-controlling Interest The Company and Qingdao formed an entity named 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 ($7.0 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 was neither mandatory nor certain. Due to the redemption feature, the Company had classified the investment outside of permanent equity. Redeemable non-controlling interest is recorded as at the greater of (i) the redemption amount or (ii) the cumulative amount that would result from applying the measurement guidance in ASC 810. In the year ended December 31 2021, Qingdao officially requested redemption of the invested funds and dividend, RMB 56.0 million ($7.9 million) in total. The Company has designated New Energy to pay the redemption price. After the payment, New Energy owns 100% of Qingdao. Because Qingdao Medici cannot complete its foreign exchange settlement prior to December 31, 2021, New Energy made the payment on behalf of Qingdao Medici. Qingdao, Qingdao Medici and New Energy agreed that Qingdao Medici will make the payment to Qingdao directly when it completes the foreign exchange settlement and Qingdao will return the money previously paid by New Energy to New Energy immediately after it receives the fund from Qingdao Medici. The following table summarizes activity for the redeemable non-controlling interest (in thousands): Six months ended June 30, 2022 June 30, 2021 Beginning balance $ — $ 7,485 Initial investment — — Accretion of dividend — 231 Loss attributable to non-controlling interest — (175) Adjustment to redemption value — 175 Ending balance $ — $ 7,716 The agreement with Roth Capital On February 26, 2021, the Company entered into a sales agreement with 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 Company shall pay to Roth Capital in cash, upon each sale of such shares pursuant to the sales agreement, an amount equal to 3.0% of the gross proceeds from each sale of such shares. During the three months ended June 30, 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 7 for information related to the issuance to common stock for acquisitions, Note 14 for information related to issuance of common stock with convertible notes, Note 17 for information related to the issuance to common stock for option exercise. | Note 16. Stockholders’ Equity, Redeemable Convertible Preferred Stock and Redeemable Non-controlling Interest Convertible Preferred Stock Our Board has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of December 31, 2021 and 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. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time, at the office of the Company or any transfer agent for such stock, into ten fully paid and nonassessable shares of Common Stock, and redeemable at a stated dollar amount upon a merger/consolidation/change in control. Upon the occurrence of a liquidation event, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, an amount per share equal to $0.50, as may be adjusted from time to time plus all accrued, but unpaid dividends, whether declared or not. Common Stock Our Board has authorized 1,500 million shares of common stock, $0.001 par value. Redeemable Non-controlling Interest The Company and Qingdao formed an entity named 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 ($7.0 million) in the three months ended March 31, 2020. The remaining RMB 150.0 million ($21.0 million) was 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 stipulated 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 was neither mandatory nor certain. Due to the redemption feature, the Company had classified the investment outside of permanent equity. Redeemable non-controlling interest is recorded as the greater of (i) the redemption amount or (ii) the cumulative amount that would result from applying the measurement guidance in ASC 810. In the year ended December 31, 2021, Qingdao officially requested redemption of the invested funds and dividend, RMB 56.0 million ($7.9 million) in total prior to December 31, 2021. The Company designated Qingdao Medici to pay the redemption price. After the payment, Qingdao Medici owns 100% of New Energy. Because Qingdao Medici cannot complete its foreign exchange settlement prior to December 31, 2021, New Energy made the payment on behalf of Qingdao Medici. Qingdao, Qingdao Medici and New Energy agreed that Qingdao Medici will make the payment to Qingdao directly when it completes the foreign exchange settlement and Qingdao will return the money previously paid by New Energy to New Energy immediately after it receives the fund from Qingdao Medici. The following table summarizes activity for the redeemable non-controlling interest for the years ended December 31, 2021 and 2020 (in thousands): January 1, 2020 Initial investment $ 7,047 Accretion of dividend 438 Loss attributable to non-controlling interest (135) Adjustment to redemption value 135 December 31, 2020 7,485 Accretion of dividend 464 Loss attributable to non-controlling interest (206) Adjustment to redemption value 206 Settlement (7,949) December 31, 2021 $ — 2021 Equity Transactions On February 26, 2021, the Company entered into a sales agreement with 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 Company shall pay to Roth Capital in cash, upon each sale of such shares pursuant to the sales agreement, an amount equal to 3.0% of the gross proceeds from each sale of such shares. During the year ended December 31, 2021, the Company issued 50.4 million shares of common stock and received net proceeds of $145.5 million after deducting $4.5 million commission and transaction fees. On June 11, 2021, the Company entered into a SEDA with YA II PN. The Company will be able to sell up to $80.4 million shares of its common stock at the Company’s request any time during the 36 months following the date of the SEDA’s entrance into force. The shares would be purchased at (1) 95% of the Market Price if the applicable pricing period is two consecutive trading days or (2) 96% of the Market Price if the applicable pricing period is five consecutive trading days, and, in each case, would be subject to certain limitations, including that YA II PN could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. “Market Price” shall mean the lowest daily volume weighted average price of the Company’s common stock during the two or five consecutive trading days, as applicable, commencing on the trading day following the date the Company submits an advance notice to YA II PN. Pursuant to the SEDA, the Company is required to register all shares which YA II PN may acquire. The SEDA contains customary representations, warranties and agreements of the Company and YA II PN, indemnification rights and other obligations of the parties. YA II PN has covenanted not to cause or engage in any direct or indirect short selling or hedging of the Company’s shares of common stock. During the year ended December 31, 2021, the Company issued 10.0 million shares of common stock for a total of $27.3 million. On August 12, 2021, the Company entered into a controlled equity offering sales agreement with Cantor. In accordance with the terms of the agreement, the Company may offer and sell from time to time through or to Cantor, as sales agent or principal, the Company’s common stock having an aggregate offering price of up to $350.0 million. The shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333- 252230.) The Company shall pay to Cantor in cash, upon each sale of shares pursuant to this agreement, an amount equal to up to 3.0% of the aggregate gross proceeds from each sale of shares. During the year ended December 31, 2021, the Company issued 7.9 million shares of common stock and received net proceeds of $15.7 million after deducting $0.4 million commission and transaction fees. Refer to Note 8 for information related to the issuance to common stock for acquisitions, Note 15 for information related to issuance of common stock with convertible notes, Note 18 for information related to the issuance to common stock for option exercise. 2020 Equity Transactions The Company entered into a SEDA with YA II PN on April 3, 2020 and amended the SEDA to reduce the aggregate amount of facility from $50.0 million to $45.0 million on June 9, 2020, and terminated the SEDA on September 10, 2020. The Company had the right to issue and sell to YA II PN up to $45.0 million of the Company’s common stock over 36 months following the date of the SEDA’s entrance into force, the maximum amount of each of which is limited to $1.0 million. In connection with the SEDA, the Company issued commitment shares to a subsidiary of YA II PN on April 3, 2020 The Company recognized such commitment shares as deferred offering costs and additional paid-in capital for a total of $0.9 million and, subsequently fully charged these costs against the gross proceeds received from SEDA for the year ended December 31, 2020. The Company entered into the second SEDA with YA II PN on September 4, 2020. The Company was able to sell up to $150.0 million of its common stock at the Company’s request any time during the 36 months following the date of the SEDA’s entrance into force. For each share of common stock purchased under the SEDA, YA II PN was to pay 90% of the lowest VWAP of the Company’s shares during the five trading days following the Company’s advance notice to YA II PN. In general, the VWAP represents the sum of the value of all the sales of the Company’s common stock for a given day (the total shares sold in each trade times the sales price per share of the common stock for that trade), divided by the total number of shares sold on that day. YA II PN’s obligation under the SEDA was subject to certain conditions, including the Company maintaining the effectiveness of a registration statement for the securities sold under the SEDA. In addition, the Company could not request advances if the common shares to be issued would result in YA II PN owning more than 4.99% of the Company’s outstanding common stock, with any such request being automatically modified to reduce the advance amount. The SEDA contained customary representations, warranties and agreements of the Company and YA II PN, indemnification rights and other obligations of the parties. YA II PN had covenanted not to cause or engage in any direct or indirect short selling or hedging of the Company’s shares of common stock. During the year ended December 31, 2020, the Company issued 122.9 million shares of common stock for a total of $182.5 million under the SEDA. Refer to Note 15 for information related to issuance of common stock resulting from the conversion of convertible notes, Note 17 for information related to the issuance of common stock resulting from the conversion of convertible notes with related parties, Note 18 for information related to the issuance to common stock for warrant and option exercise, and Note 8 for the information related to the issuance of common stock for DBOT contingent consideration. 2019 Equity Transactions Refer to Note 15 for information related to issuance of common stock resulting from the conversion of convertible notes, Note 8 for information related to the issuance of common stock resulting from the business acquisitions and Note 12 for the information related to the issuance of common stock for long-term investment. The Company also issued 7.4 million shares of common stock related to asset acquisitions. |
Related Party Transactions_2
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 15. Related Party Transactions (a) Long-Term Investment to Qianxi In November 2019, the Company entered into a share transfer agreement with Shenma to acquire its 1.72% ownership in Qianxi for consideration of $4.9 million, which was to be paid in six installments. Shenma was required to complete the share transfer registration prior to May 31, 2020, otherwise it will be required to return the consideration to the Company. The Company has paid $0.5 million as of June 30, 2022 and December 31, 2021, and recorded it on the “Other Non-Current Assets”. The Company has requested that Shenma return the consideration provided and currently has full allowance against this receivable. (b) Transaction with Dr. Wu. and his affiliates As of June 30, 2022 and December 31, 2021, the Company has receivables of $0.2 million, respectively, due from Dr. Wu, the former Chairman of the Company, and his affiliates and recorded in “Amounts due from related parties” in the condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021, the Company has payables of d $0.7 million, respectively, due to Dr. Wu, the former Chairman of the Company, and his affiliates and recorded in “Amounts due to related parties” in the condensed consolidated balance sheets. Service agreement with SSSIG The Company entered a new consulting service agreement with SSSIG on April 20, 2021 for the period from April 1, 2021 through June 30, 2021 for $0.4 million. The service agreement includes employment transfer, financial transition, corporate documents handover, legal representative and board member change for the Company’s subsidiaries and affiliates. The Company recorded $0.4 million in the “Amount due to related parties.” 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 six months ended June 30, 2021. The agreement was terminated in May 2021 and both parties agree that the service agreement has been completely performed and no payment is outstanding, and the termination shall not be regarded as a breach by either party. As a result, the Company recorded unpaid $0.6 million in “Other income (expense, net)” in the condensed consolidated statement of operations for the year ended December 31, 2021. (c) Amounts due from and due to Glory As of June 30, 2022 and December 31, 2021, the Company has payables of $0.2 million, respectively, due to Glory as a result of the transactions incurred in 2020 and is recorded in “Amount due to related parties”. (d) Stock purchase consideration payable due to FNL On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL. The unpaid consideration of $0.1 million is recorded in the “Amount due to related parties” in the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021. Refer to Note 7 for additional information. (e) Energica Notes Receivable In October 2021, the Company extended a revolving line of credit to Energica Motor Company in the amount of $4.5 million. The parent company of Energica Motor Company is Energica, of which the Company has 20% ownership. The revolving loan commitment termination date is December 31, 2022. On January 7, 2022, the Company entered into a loan agreement with Energica. Pursuant to this loan agreement, the Company may advance up to €5.0 million ($5.7 million) in installments at an annual interest rate of Euribor plus 2.0%. The purpose of the loan is to provide working capital during the motorcycle manufacturing and purchasing season. The Company has provided a loan of $0.7 million to Energica Motor Company as of December 31, 2021, and recorded in “notes receivable from related party”in the condensed consolidated balance sheets. On March 14 2022, the Company acquired Energica, the loan is eliminated on the consolidated financial statements as of March 31, 2022. The interest income recognized is $28,476 for the six months ended June 30, 2022. During the three months ended March 31 2021, the Company lent $1.4 million and $1.1 million to Energica Motor Company and Energica, respectively. (f) Energica Acquisition The Company loaned $1.8 million to Energica senior management to exercise their options during the three months ended March 31 2022. In April, the Company purchased 847,156 shares from option exercise in another $1.3 million. the $1.8 million was converted into the purchase price of the shares. The total $3.1 million is considered part of the acquisition price of Energica acquisition. Refer to Note 7 for the details (g) Energica Purchases During the three months and six month ended June 30 2022, Energica has purchased $0.2 million and $0.3 million, respectively, of material and services from three entities owned by one of its senior management team. The balance as of June 2022 with these three entities are $1.3 million and recorded in “Amounts due to related parties” in the condensed consolidated Balance Sheets. | Note 17. Related Party Transactions (a) Convertible Notes $3.0 million Convertible Note with Mr. McMahon On May 10, 2012, Mr. McMahon, our Executive Chairman, made a loan to the Company in the amount of $3.0 million. In consideration for the loan, the Company issued the note at a 4.0% interest rate computed on the basis of a 365-day year. The Company entered several amendments with respect to the effective conversion price (changed from $1.75 to $1.50), convertible stocks (changed from Common Stock to Series E Preferred Stock then back to Common Stock). The last amendment was made on May 9, 2020, and extended the maturity date to December 31, 2022. On June 5, 2020, the Audit Committee and the Board 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 recorded $1.5 million expense due to conversion in “Expense due to conversion of notes” in the consolidated statement of operation for the year ended December 31, 2020. The Company paid the accumulated interest of $0.3 million in cash prior to the conversion. For the years ended December 31, 2021, 2020 and 2019, the Company recorded interest expense of $0, $0.1 million and $0.1 million, respectively, related to the note. $2.5 million Convertible Promissory Note with SSSIG On February 8, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, the former Chairman of the Company, in the aggregate principal amount of $2.5 million. The convertible promissory note bore interest at a rate of 4.0%, was scheduled to mature on February 8, 2020, and was convertible into shares of the Company’s common stock at a conversion price of $1.83 per share anytime at the option of SSSIG. 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 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. The Company recorded $0.7 million expense due to conversion in “Expense due to conversion of notes” in the consolidated statement of operation for the year ended December 31, 2020. For the years ended December 31, 2021, 2020 and 2019, the Company recorded interest expense of $0, $21,546 and $48,357, related to the convertible promissory note, respectively. The Company did not pay the interest in cash on this note. $1.0 million Convertible Promissory Note with SSSIG On November 25, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, the former Chairman of the Company, 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. The Company received $0.3 million from SSSIG and did not receive the remaining $0.8 million. 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 convertible promissory note. On June 5, 2020, the convertible promissory note, including accumulated interest, was converted into 0.4 million shares of common stock. The Company recorded $0.1 million expense due to conversion “Expense due to conversion of notes” in the consolidated statement of operation for the year ended December 31, 2020. For the years ended December 31, 2021, 2020 and 2019, the Company recorded interest expense of $0, $4,301 and $1,000, respectively. The Company did not pay the interest in cash on this note. (b) Transactions with GTD Disposal of Assets in exchange of GTB In March 2019, the Company completed the sale of the following assets (with total carrying amount of $20.4 million) to GTD, a minority shareholder based in Singapore, in exchange for 1.3 million GTB. The Company considered the arrangement as a nonmonetary transaction and that fair values of GTB were not reasonably determinable due to the reasons described below. Therefore, the GTB received were recorded at the carrying amount of the assets exchanged and the Company did not recognize any gain or loss based on the provisions of ASC 845. ● License content (net carrying amount $17.0 million.) ● 13% ownership interest in Topsgame (carrying amount of $3.2 million which was included in long-term investment as a non-marketable equity investment.) ● Animation copy right (net carrying amount $0.2 million which was included in intangible assets.) Digital asset management services The Company recognized revenue for the master plan development services over the contract period based on the progress of the services provided towards completed satisfaction. Based on ASC 606, at contract inception, the Company considered the following factors to estimate the value of GTB (noncash consideration): 1) it only trades in one exchange, which had operated for less than one year; 2) its historical volatility was high; and 3) the Company’s intention at the time to hold the majority of GTB, as part of its digital asset management services; and 4) associated risks related to holding GTB. Therefore, the value of 7.1 million GTB using Level 2 measurement was $40.7 million with a 76.0% discount to the fixed contract price agreed upon by both parties when signing the contract. The Company considered similar assets exchanges in Singapore and considered the volatility of the quoted prices and determined a discount of 76.0% The estimated value of GTB was calculated using the Black-Scholes Merton valuation model using the following assumptions: expected terms 3.0 years; volatility 155%; dividend yield: zero and risk-free interest rate of 2.25%. As of December 31, 2019, all performance obligations associated with the development of the master plan for GTD’s assets had been satisfied. Accordingly, the Company recognized revenue of $40.7 million in the year ended December 31, 2019. Refer to Note 11 for information concerning the impairment loss of $61.1 million recorded related to GTB in the year ended December 31, 2019. (c) Long-Term Investment to Qianxi In November 2019, the Company entered into a share transfer agreement with 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 would be required to return the consideration to the Company. The Company had paid $0.5 million as of December 31, 2021 and 2020, and recorded it on the “Other Non-Current Assets” since the share transfer registration was not yet completed. The Company is currently taking actions to resolve these matters. The Company has requested that Shenma return the consideration provided and currently has full allowance against this receivable. (d) Borrowing from DBOT During the three months ended June 30, 2019, the Company obtained several borrowings, $0.6 million in total, from DBOT, These borrowings bore no interest. The Company paid $0.3 million in July, 2019. DBOT became a subsidiary in July 2019. (e) Acquisition of Fintalk Assets In 2018, the Company entered into an agreement to purchase Fintalk Assets from Sun Seven Star International Limited, a Hong Kong company and an affiliate of Dr. Wu. FinTalk Assets include the rights, titles and interest in a secure mobile financial information, social, and messaging platform that has been designed for streamlining financial-based communication for professional and retail users. The initial purchase price for the Fintalk Assets was $7.0 million payable with $1.0 million in cash and shares of the Company’s common stock with a fair market value of $6.0 million. The Company paid $1.0 million in October 2018. The purchase price was later amended to $6.4 million, payable with $1.0 million in cash and shares of the Company’s common stock with a value of $5.4 million. The Company issued 2.9 million common shares in June 2019 and completed the transaction. In the three months ended December 31, 2019, management determined these assets had no future use and recorded an impairment loss of $5.7 million. (f) Sale of Red Rock Refer to Note 8 for additional information. (g) Acquisition of Grapevine Refer to Note 8 for additional information. (h) Sale of Amer Refer to Note 8 for additional information. (i) Taxis commission revenue from Qianxi During the three months ended June 30, 2019, the Company signed an agreement with iUnicorn (also known as Shenma Zhuanche) to form a strategic entity that would focus on green finance and integrated marketing services for new energy taxi vehicles as part of Ideanomics China. The Company agreed to contribute advisory and sales resources which include arranging ABS-based auto financing with its bank partners, and have 50.1% ownership interest in the investment and will have control of the board. iUnicorn, which own 49.9% of the of the joint venture, agreed to contribute its vehicles sales orders in Sichuan province. The entity will generate revenues from commissions on vehicle sales order and ABS fees related to the financing, which will vary accordingly to manufacturer and vehicle model. During the three months ended September 30, 2019, the joint venture took over an order of 4,172 EV taxis from a third-party and helped facilitate the completion of the order. As part of the transaction, Qianxi agreed to pay a commission of $2.7 million to the joint venture for facilitating the completion of this order. There is no other remaining performance obligation relating to this commission. In addition, the commission revenue is considered revenue from a related party as the minority shareholder of the joint venture is an affiliate of our customer, Qianxi. The Company has provided the full allowance against this receivable. (j) Fuzhou Note Receivable In May 2020, Energy Sales provided a note receivable to Zhengtong in the amount of 3.0 million RMB ($0.4 million). The note receivable was 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 as of December 31, 2020. In September 2021, Zhengtong, BSSGCD, an affiliate of Bruno Wu, the former Chairman of the Company, and the Company reached an assignment agreement pursuant to which BSSGCD accepted from Zhengtong all the rights and claims arising from this note receivable. The Company received the payment in full of 3.3 million RMB (approximately $0.5 million at such time,) from BSSGCD subsequently and recorded this recovery in “Selling, general and administrative expenses.” (k) Zhu Note Receivable In May 2020, a subsidiary of the Company, Energy Sales provided a note receivable to Mr. Zhu in the amount of 10.0 million RMB ($1.4 million). Mr. Zhu, through his wholly-owned entity Prime Capital Enterprise Pte. Ltd., provided collateral in the form of its 50.0% ownership of Founder Space. Founder Space is also 50.0% owned by a related party, Seven Stars Innovative Industries Group Limited, an affiliate of Dr. Wu, the former Chairman of the Company. Mr. Zhu agreed to repay 10.5 million RMB ($1.5 million) one month from the disbursement date. In September 2020, a third-party satisfied the note receivable and accrued interest in the amount of 10.5 million RMB ($1.5 million) on behalf of Mr. Zhu, and the Company terminated the note and collateral agreement. (l) Research and development contract with a related party The Company has entered a research and development contract with an entity with the total amount of $2.8 million for EV design and technology development. The Company paid $1.6 million for the year ended December 31, 2020 and recorded this amount in “Research and development expense.” No service is currently being provided under this contract. One of the shareholders of this entity held a senior position in several of Dr. Wu’s affiliated entities. (m) Transaction with Dr. Wu and his affiliates On June 5, 2020, the Audit Committee and the Board 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 December 31, 2021 and 2020, the Company has receivables of $0.2 million and $0.2 million, respectively, due from Dr. Wu, the former Chairman of the Company, and his affiliates and recorded in “Amounts due from related parties” in the consolidated balance sheets. As of December 31, 2021 and 2020, the Company has payables of $0.7 million and $0.6 million, respectively, due to Dr. Wu, the former Chairman of the Company, and his affiliates and recorded in “Amounts due to related parties” in the consolidated balance sheets. 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 and $0.7 million in “Professional fees” for the years ended December 31, 2021 and 2020, respectively. The agreement was terminated in May 2021 and both parties agree that the service agreement has been completely performed and no payment is outstanding, and the termination shall not be regarded as a breach by either party. As a result, the Company recorded the reversal of the unpaid $0.6 million in “Other income (expense), net” in the consolidated statement of operations for the year ended December 31, 2021. The Company entered a new consulting service agreement with SSSIG on April, 20, 2021 for the period from April 1, 2021 through June 30, 2021 for $0.4 million. The service agreement includes employment transfer, financial transition, corporate documents handover, legal representative and board member change for the Company’s subsidiaries and affiliates. The Company recorded $0.4 million in the “Amount due to related parties” in the consolidated balance sheets as of December 31, 2021. (n) Borrowing from Beijing Financial Holdings Limited In the three months ended June 30 2020, the borrowing of $0.4 million from Beijing Financial Holding Limited was transferred to Dr. Wu, the former Chairman of the Company, and was subsequently converted to shares at a conversion price of $0.59 per common share on June 5, 2020. Effective January 1, 2020, Beijing Financials Holding limited is considered a related party because MHTL, was, at a point in time, intended to act as a trustee over 10,000 common shares of Ideanomics China to affect a share-based compensation plan and has the same owner of Beijing Financial Holdings Limited. (o) 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 on behalf of Glory for some of its operational expenses during the year ended December 31, 2021 and December 31, 2020. The net balance of $0.2 million and $0.3 million due to Glory as result of these payments is recorded in “Amount due to related parties” in the consolidated balance sheets as of December 31, 2021 and December 31, 2020, respectively. (p) Receivable due from Ocasia In the year ended December 31, 2021, SSE, one of Ideanomics’ subsidiaries, remitted $0.2 million to Ocasia for the purpose of a business cooperation project. Ocasia returned $0.2 million subsequently because the project was put on hold. (q) Receivable due from Mr. McMahon In the year ended December 31, 2021, the Company paid $0.1 million on behalf of Mr. McMahon and subsequently reduced his compensation payment by the same amount. (r) Stock purchase consideration payable due to FNL On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL. The unpaid consideration of $0.1 million is recorded in the “Amount due to related parties” in the consolidated balance sheets as of December 31, 2021. Refer to Note 8 for additional information. (s) Energica Note Receivable In October 2021, the Company extended a revolving line of credit to Energica Motor Company in the amount of $4.5 million. The parent company of Energica Motor Company is Energica, of which the Company has 20% ownership. The revolving loan commitment termination date is December 31, 2022. The revolving loan due date is 210 days from the date an individual revolving loan is made. Interest rate is the prime rate, as defined. All accrued and unpaid interest on each revolving loan shall be payable commencing on the nineteenth day after the making of such revolving loan, and then again thirty days thereafter until the principal balance of such revolving loan is repaid in full. Overdue principal shall bear interest at the Interest Rate plus four percentage points. Each revolving loan is solely for the purpose of purchasing financed vehicles in order to resell such financed vehicles to an approved dealer, or delivered to an approved dealer for later sale to a customer of such approved dealer. The loan is secured by a series of assets, including financed vehicles, all accounts receivable, all goods and inventory. The Company has provided a loan of $0.7 million to Energica Motor Company as of December 31, 2021, and recorded in “Notes receivable from related party” in the consolidated balance sheets at cost, The interest income recognized is $6,476 for the year ended December 31, 2021 and is recorded as earned based on the outstanding balance for the time period at the rate per the agreement. |
Share-Based Compensation_2
Share-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Share-Based Compensation | Note 16. Share-Based Compensation As of June 30, 2022, the Company had 22.6 million options and 1.0 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 The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period. Effective as of December 3, 2010 and amended on August 3, 2018, the Company’s Board of Directors approved the 2010 Plan pursuant to which options or other similar securities may be granted. On October 22, 2020, the Company’s shareholders approved the amendment and restatement of the 2010 Plan. The maximum aggregate number of shares of common stock that may be issued under the 2010 Plan increased from 31.5 million shares to 56.8 million shares. As of June 30, 2022, options available for issuance are 16.6 million shares. For the three months ended June 30, 2022 and 2021, total share-based payments expense was $2.9 million and $2.0 million, respectively. For the six months ended June 30, 2022 and 2021, total share-based payments expense was $5.2 million and $4.0 million, respectively. (a) Stock Options The following table summarizes stock option activity for the six months ended June 30, 2022: Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at January 1, 2022 21,843,781 $ 1.74 — $ — Granted 1,605,000 1.01 — — Expired (627,964) 2.54 — — Forfeited (195,494) 2.30 — — Outstanding at June 30, 2022 22,625,323 1.67 8.06 791,894 Vested as of June 30, 2022 17,132,533 1.51 7.70 791,894 Expected to vest as of June 30, 2022 5,492,790 2.16 9.17 — As of June 30, 2022, $8.7 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 1.31. The total intrinsic value of shares exercised in the six months ended June 30, 2022 and 2021 was $0.0 million and $0.5 million, respectively. The total fair value of shares vested in the six months ended June 30, 2022 and 2021 was $4.8 million and $1.9 million, respectively. Cash received from options exercised in the six months ended June 30, 2022 and 2021 were $0.0 million and $0.3 million, respectively. For the options with service conditions, the assumptions used to estimate the fair values of the stock options granted in the six months ended June 30, 2022 and 2021 as follows: Six Months Ended June 30, 2022 June 30, 2021 Expected term (in years) 5.51-5.53 5.51-5.54 Expected volatility 123%-124 % 120%-122 % Expected dividend yield — % — % Risk free interest rate 1.69%-2.87 % 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 $4.24 and the weighted average remaining life was 0.18 years. December 31, June 30, 2022 2021 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 550,000 700,000 2.50 July 1, 2022 - October 1, 2022 Service provider 100,000 100,000 7.50 January 1, 2023 Service provider 100,000 100,000 9.00 January 1, 2023 Total 950,000 1,100,000 (c) Restricted Shares As of June 30, 2022, there was $0 of unrecognized compensation cost related to unvested restricted shares. | Note 18. Share-Based Compensation As of December 31, 2021, the Company had 21.8 million options 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. For the options with market conditions, the fair value of each award is estimated on the date of grant using a Monte-Carlo valuation model and the fair value of each option recognized as compensation expense over the derived service period. For the options with performance conditions, the fair value of each award is estimated on the date of grant using the Black-Scholes Merton valuation model and the fair value of each option recognized as compensation expense over the implicit service period. For restricted stock and option awards only with service conditions, the fair value of each option award is estimated on the date of grant using the Black-Scholes Merton valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period. Effective as of December 3, 2010 and amended on August 3, 2018, the Company’s Board approved 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 December 31, 2021, options available for issuance are 17.4 million shares. For the years ended December 31, 2021, 2020 and 2019, total share-based payments expense was $22.0 million, $12.0 million and $9.1 million, respectively. (a) Stock Options The following table summarizes stock option activity for the years ended December 31, 2021 and 2020: Weighted Weighted Average Average Remaining Aggregated Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at December 31, 2019 14,936,726 $ 2.13 — $ — Granted 15,854,166 0.60 — — Exercised (2,421,657) 0.78 — 2,421,499 Expired (1,682,658) 2.72 — — Forfeited (1,599,161) 1.58 — — Outstanding at December 31, 2020 25,087,416 1.29 7.92 18,554,241 Granted 9,562,000 2.49 — — Exercised (5,589,084) 1.50 — 7,731,175 Expired (2,966,509) 1.69 — — Forfeited (4,250,042) 1.10 — — Outstanding at December 31, 2021 21,843,781 1.74 8.06 4,596,393 Vested as of December 31, 2021 14,264,369 1.53 7.71 3,927,341 Expected to vest as of December 31, 2021 7,579,412 2.15 9.37 669,052 As of December 31, 2021, $12.9 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 1.40 years. The total intrinsic value of shares exercised in the years ended December 31, 2021, 2020 and 2019, was $7.7 million, $2.4 million and $0.0 million, respectively. The total fair value of shares vested in the years ended December 31, 2021, 2020 and 2019, was $8.4 million, $11.8 million and $8.5 million, respectively. Cash received from options exercised in the years ended December 31, 2021, 2020 and 2019, was $8.4 million, $1.7 million and $0.0 million, respectively. For the options with performance and service conditions, the assumptions used to estimate the fair values of the stock options granted in the year ended December 31, 2021, 2020 and 2019 are as follows: Year ended December 31, December 31, December 31, 2021 2020 2019 Expected term (in years) 4.79-7.17 5.15-5.52 5.52 Expected volatility 112%-130% 101%-122% 98% Expected dividend yield — —% —% Risk free interest rate 0.51%-1.29% 0.39%-0.44% 2.51% For the options with market conditions, the assumptions used to estimate the fair values of the stock options granted in the year ended December 31, 2021 as follows: Expected term (in years) 1.88 Expected volatility 106.92 % Expected dividend yield — % Risk free interest rate 1.31 % (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. As of December 31, 2021, the weighted average exercise price was $4.00, and the weighted average remaining life was 0.61 years. A summary of the warrants is as follows: 2021 2020 Number of Number of Warrants Warrants Outstanding Outstanding and 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 providers 100,000 — 7.50 January 1, 2023 Service providers 100,000 — 9.00 January 1, 2023 1,100,000 900,000 (c) Restricted Shares In July 2021, the Company granted 5.0 million restricted shares to seven employees and directors under the 2010 Plan which was approved by the Board. The restricted shares were vested immediately on the grant date. The aggregated grant date fair value of all those restricted shares was $12.4 million. In November 2020, the Company granted 0.1 million restricted shares to one employee under the 2010 Plan which was approved by the Board of Directors. The restricted shares were vested immediately on the commencement date. The aggregated grant date fair value of all those restricted shares was $0.1 million. A summary of the unvested restricted shares is as follows: Weighted-average Shares fair value Non-vested restricted shares outstanding at December 31, 2020 — Granted 5,025,000 2.46 Forfeited — — Vested (5,025,000) 2.46 Non-vested restricted shares outstanding at December 31, 2021 — — As of December 31, 2021, there was $0 of unrecognized compensation cost related to unvested restricted shares. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Earnings (Loss) Per Common Share | Note 17. Earnings (Loss) Per Common Share The following table summarizes the Company’s earnings (loss) per share for the six months ended June 30, 2022 and 2021 (USD in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Net earnings (loss) attributable to common stockholders $ (37,767) $ (6,695) $ (66,278) $ (13,178) Basic weighted average common shares outstanding 497,792,525 433,098,279 497,577,331 412,230,966 Effect of dilutive securities Convertible preferred shares- Series A — — — — Convertible promissory notes — — — — Diluted potential common shares 497,792,525 433,098,279 497,577,331 412,230,966 Earnings (loss) per share: Basic $ (0.08) $ (0.02) $ (0.13) $ (0.03) Diluted $ (0.08) $ (0.02) $ (0.13) $ (0.03) Basic earnings (loss) per common share attributable to the Company’s shareholders is calculated by dividing the net loss attributable to the Company’s shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive. The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands): June 30, December 31, 2022 2021 Warrants 950 1,100 Options and RSUs 22,640 21,859 Series A Preferred Stock 933 933 Contingent shares 1,491 1,491 Convertible promissory note and interest 17,786 30,585 Total 43,800 55,968 | Note 19. Loss Per Common Share The following table summarizes the Company’s earnings (loss) per share (USD in thousands, except per share amounts): For the year ended December 31, 2021 December 31, 2020 December 31, 2019 Net loss attributable to Ideanomics, Inc. common stockholders $ (256,011) $ (101,264) $ (98,508) Basic Basic weighted average common shares outstanding 447,829,204 213,490,535 119,766,859 Diluted Diluted weighted average common shares outstanding 447,829,204 213,490,535 119,766,859 Net loss per share: Basic $ (0.57) $ (0.47) $ (0.82) Diluted $ (0.57) $ (0.47) $ (0.82) Basic loss per common share attributable to our shareholders is calculated by dividing the net loss attributable to our shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive. The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in our losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands.) December 31, December 31, December 31, 2021 2020 2019 Warrants 1,100 900 8,996 Options and RSUs 21,859 25,172 14,937 Series A Preferred Stock 933 933 933 Contingent shares 1,491 1,013 8,501 Convertible promissory note and interest 30,585 — 21,678 Total 55,968 28,018 55,045 |
Income Taxes_2
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 18. Income Taxes In general, the Company has net operating loss carryovers creating deferred tax assets that, to the extent that they do not offset deferred tax liabilities, are reduced by a 100% valuation allowance. Certain deferred tax liabilities cannot be offset by deferred tax assets. These consist of state deferred tax liabilities of certain US subsidiaries that file separate state tax returns and of certain foreign subsidiaries. The Company also has certain deferred tax liabilities that can only be 80% offset by deferred tax assets relating to net operating loss carryovers that can only offset 80% of taxable income. During the three months ended June 30, 2022 there was an income tax benefit of $0.1 million. This consisted principally of foreign income tax benefits. During the six months ended June 30, 2022 there was an income tax benefit of $0.5 million. This consisted principally of $0.3 million state income tax benefits for US subsidiaries and $0.2 million of foreign income tax benefits. In March 2022 approximately $4.7 million of deferred tax liabilities were recognized on the acquisition of Energica. These are included in “other liabilities” in the table in Note 7. The foreign income tax benefit for the period consists primarily of the reversal of some of this liability as a result of Energica losses. During the three months ended June 30, 2021 there was an income tax benefit of $1.7 million, During the six months ended June 30, 2021 there was an income tax benefit of $9.0 million. This benefit for the six months ended June 30, 2021 principally consisted of a reduction in the Company’s valuation allowance that resulted from the acquisitions, US Hybrid and Solectrac in the second quarter, and, Timios and WAVE, in the first quarter. In the case of each acquisition, intangible assets were recognized for financial reporting purposes that were not recognized for income tax purposes. This, in combination with some smaller temporary differences of four four Timios, US Hybrid and Soletrac have taxable income or loss reported on certain separate state tax returns and consequently have related state income tax expense or benefit. In the case of US Hybrid and Soletrac, which have losses, there are state income tax benefits consisting of those losses being used to reduce the state deferred tax liabilities recognized in the acquisitions. In the case of Timios, state income tax expense results from income. The net state income tax expense for Timios, US Hybrid and Solectrac was $0.1 million and $0.3 million for the three and six months ended June 30, 2021, respectively. There are no other material income tax expenses or benefits for the three and six months ended June 30, 2021 because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a valuation allowance. The Company had established a 100% valuation allowance against its net deferred tax assets, excluding Timios, US Hybrid and Solectrac’s’ net state deferred tax liabilities, due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized. During the six months ended June 30, 2021 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. At June 30, 2022 and December 31, 2021, the Company’s deferred tax assets do not include $0.3 million of potential deferred tax assets, arising in 2021, not recognized because they do not meet the threshold for recognition. If these assets were to be recognized, they would be fully offset by a valuation allowance. Other than these, there were no uncertain tax positions that would prevent the Company from recording the related benefit as of June 30, 2022 and December 31, 2021. | Note 20. Income Taxes (a) CIT Ideanomics, Inc., and its US subsidiaries are subject to U.S. federal and state income tax. Taxes that are based on gross revenue, rather than net income, are not CIT. In the year ended December 31, 2021, Timios incurred $0.1 million of such taxes that are included in selling, general and administrative expense in the statement of operations. CB Cayman was incorporated in the Cayman Islands as an exempted company and is not subject to income tax under the current laws of the Cayman Islands. Mobile Energy Operation Group Limited, M.Y. Products Global Limited and M.Y. Products Global Holdings Limited were incorporated in the British Virgin Islands (BVI) and are not subject to income tax under the current laws of the British Virgin Islands. Medici Operation Limited and MEG Technology Services Group Limited were incorporated in HK SAR their activities relate to support and ownership of businesses outside of Hong Kong, and consequently their expenses do not create operating loss carryovers. Tree Technologies is subject to Malaysian federal income tax. At the acquisition of Tree Technologies at the end of 2019, the Company recognized approximately $8.2 million of deferred tax liabilities related to land-use rights and a distribution and marketing agreement with carrying values well in excess of their tax basis. During the year ended December 31, 2020, Tree Technologies recorded a $3.3 million income tax benefit. This resulted principally from a $3.1 million benefit from amortization and eventual impairment, of the distribution and marketing agreement which resulted in the reversal of the deferred tax liabilities related to the agreement. The remaining $0.2 million benefit resulted from the operating losses creating carryovers that could offset part of the remaining deferred tax liabilities. During the year ended December 31, 2021, Tree Technologies recorded a $0.4 million deferred tax benefit. This benefit resulted from a net operating loss carryover for the period, part of which was able to offset previously recorded deferred tax liabilities and part of which were offset by a valuation allowance. With the exception of the two HK SAR companies, the three BVI companies, SSE, incorporated in Singapore, and M.Y. Products LLC, all subsidiaries of Ideanomics China are PRC entities. The income tax provision of these entities is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in the PRC. In accordance with the CIT Law, effective beginning on January 1, 2008, enterprises established under the laws of foreign countries or regions and whose “place of effective management” is located within the PRC territory are considered PRC resident enterprises and subject to the PRC income tax at the rate of 25.0% on worldwide income. The definition of “place of effective management” refers to an establishment that exercises, in substance, and among other items, overall management and control over the production and business, personnel, accounting, and properties of an enterprise. If the Company’s non-PRC incorporated entities are deemed PRC tax residents, such entities would be subject to PRC tax under the CIT Law. Since our non-PRC entities have accumulated losses, the application of this tax rule will not result in any PRC tax liability, if our non-PRC incorporated entities are deemed PRC tax residents. The CIT Law imposes a 10.0% withholding income tax, subject to reduction based on tax treaty where applicable, for dividends distributed by a FIE to its immediate holding company outside China. Under the PRC-HK tax treaty, the withholding tax on dividends is 5.0% provided that a HK holding company qualifies as a HK tax resident as defined in the tax treaty. No provision was made for the withholding income tax liability as the Company’s foreign subsidiaries were in accumulated loss. Loss before tax (after impairment of an equity in loss of equity method investees) and the provision for income tax benefit consists of the following components (in thousands): 2021 2020 2019 Loss before tax, after impairment of and equity in loss of equity method investees United States $ (256,851) $ (82,999) $ (88,688) PRC/Hong Kong/Singapore/Malaysia (11,660) (31,890) (7,724) $ (268,511) $ (114,889) $ (96,412) Deferred tax expense (benefit) of net operating loss United States - Federal $ — $ — $ — United States - State — — — PRC/Hong Kong/Singapore/Malaysia (371) (241) (176) (371) (241) (176) Deferred tax (benefit) of a decrease in the beginning of the year Valuation allowance as a result of a change in circumstances — — — United States - Federal (8,873) — — United States - State (1,261) — — PRC/Hong Kong/Singapore/Malaysia — — — (10,134) — — Deferred tax expense (benefit) other than the above two categories United States - Federal (89) — — United States - State (1,359) — (514) PRC/Hong Kong/Singapore/Malaysia (58) (3,067) — Total deferred income tax (expense) benefit (1,506) (3,067) (514) Current tax expense (benefit) other than benefit of net operating loss United States - Federal — — — United States - State 225 — — PRC/Hong Kong/Singapore/Malaysia — — 1,107 Total current income tax (expense) benefit 225 — 1,107 Total income tax expense (benefit) $ (11,786) $ (3,308) $ 417 At the acquisition of each of Timios, WAVE, US Hybrid and Solectrac in 2021, the companies immediately became includable in the consolidated federal tax return of Ideanomics. WAVE will be included in the state tax returns of Ideanomics. In the case of each acquisition, intangible assets were recognized for financial reporting purposes that were not recognized for income tax purposes. This, in combination with some smaller temporary differences of the four acquired businesses, resulted in the recognition of $12.2 million deferred tax liabilities. The federal deferred tax liabilities, and the WAVE state deferred tax liabilities created, resulted in the valuation allowance on Ideanomics’ deferred tax assets being reduced. by a similar amount. Ideanomics’ net deferred tax assets that had previously been judged to be more likely that not to be unable to reduce the Company’s income tax liability. As a result, the net deferred tax assets were completely offset by a valuation allowance. Once the acquisitions of four acquired businesses occurred, a portion of Ideanomics’ deferred tax assets could be utilized in offsetting the newly acquired deferred tax liabilities, this resulted in a one-time income tax benefit of $10.1 million . The current CIT for 2021 all relates to Timios, which had taxable income since its acquisition in January 2021 resulting from the non-deductibility of amortization and impairment charges. A reconciliation of the expected income tax derived by the application of the U.S. CIT rate to the Company’s loss before income tax benefit is as follows: 2021 2020 2019 U. S. statutory income tax rate 21.0 % 21.0 % 21.0 % Non-deductible expenses: Non-deductible stock awards (0.6) (0.6) (1.9) Non-deductible impairment or disposal of goodwill (10.5) (3.7) — Non-deductible acquisition costs (0.7) — — Non-deductible officers’ compensation (0.6) — — Non-deductible interest expenses (0.2) (2.0) (1.2) Additional tax cost basis on disposal of subsidiary 0.4 — — Expiration of and disposal of subsidiary NOL carryovers (0.5) — — Change in state tax rates due to change in state apportionment 1.1 1.3 — Increase in valuation allowance (10.3) (15.7) (16.4) Tax rate differential(state and foreign) 5.0 1.3 (0.5) Non-taxable gain Non-deductible (loss) on contingent consideration 0.9 1.1 (1.1) Others (0.6) 0.2 (0.3) Effective income tax rate 4.4 % 2.9 % (0.4) % The Company’s acquisition of WAVE in 2021, which will be included with Ideanomics in all state income tax filings, is expected to have a significant effect on the states to which Ideanomics’ income and loss is apportioned. This results in a higher income tax rate at which many of Ideanomics deductible temporary differences are expected to reverse. The increase in the expected rate consequently resulted in a significant increase in the relate deferred tax assets, which were then offset with a valuation allowance. Deferred income taxes are recognized for future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, 2021 2020 U.S. NOL $ 46,693 $ 23,585 Foreign NOL 6,554 5,967 U.S. capital loss carryover 873 4,371 U. S. Section 1231 carryover 2,360 Accrued payroll and expense 1,012 — Nonqualified options 2,999 1,927 Convertible notes — 827 Inventory reserve 563 — Bad debt allowance 281 281 Impaired assets 10,728 7,996 Other 126 Equity investment loss and others 5,081 3,596 Total deferred tax assets 77,270 48,550 Less: valuation allowance (74,972) (46,732) Property and equipment (357) (81) Intangible assets (5,954) (6,782) Outside basis in domestic subsidiary and other (1,060) — Total deferred tax liabilities (7,371) (6,863) Net deferred tax assets (liabilities) $ (5,073) $ (5,045) As of December 31, 2021, 2020 and 2019, the Company had U.S. domestic cumulative tax loss carryforwards of $191.4 million, $99.3 million and $83.1 million, respectively, and foreign cumulative tax loss carryforwards of $26.9 million, $24.0 million and $28.3 million, respectively, which may be available to reduce future income tax liabilities in certain jurisdictions. $28.2 million of the U.S. carryforwards expire in the years 2027 through 2037. The remaining U.S. tax loss is not subject to expiration. PRC tax loss carryforwards of $23.0 million will expire beginning year 2022 to year 2026. Malaysian tax loss carryforwards of $3.3 million will expire in the years 2030 and 2031. At December 31, 2021, The Company also has U.S. capital loss and section 1231 loss carryovers of $3.4 million and $9.1 million respectively. The capital loss carryover expires in 2027, while the 1231 loss carryover does not expire. Utilization of NOLs may be subject to an annual limitation due to ownership change limitations provided in the Internal Revenue Code and similar state and foreign provisions. This annual limitation may result in the expiration of NOLs before utilization. Management has however, excluded from the carryforward totals amounts shown on the tax returns but for which management has assessed cannot be used before expiration because of the annual limitations. Realization of the Company’s net deferred tax assets is largely dependent upon the Company’s ability to generate future taxable income in the respective tax jurisdictions to obtain benefit from the reversal of temporary differences and NOL carryforwards. It is, however, reasonably possible that the Company could record an income tax benefit in 2022 or later years from the reduction of the valuation allowance resulting from acquisitions in which deferred tax liabilities are recorded. In such a case, as occurred in 2021, deferred tax assets could be utilized to offset the acquired deferred tax liabilities. The valuation allowance increased by $28.2 million, $16.5 million and $14.8 million in the years ended December 31, 2021, 2020 and 2019, respectively. The following table reflects the changes in the valuation allowance (in thousands): Valuation allowance - January 1, 2019 $ 15,468 Increase - year ended December 31, 2019 14,807 Valuation allowance - December 31, 2019 30,275 Increase - year ended December 31, 2020 16,457 Valuation allowance - December 31, 2020 46,732 Increase - year ended December 31, 2021 28,240 Valuation allowance - December 31, 2021 $ 74,972 (b) Uncertain Tax Positions Accounting guidance for recognizing and measuring uncertain tax positions prescribes a threshold condition that a tax position must meet for any of the benefit of uncertain tax position to be recognized in the financial statements. The deferred tax assets listed above as of December 31, 2021, do not include $0.3 million of potential deferred tax assets, arising in the current year, not recognized because they do not meet the threshold for recognition. If these assets were to be recognized they would be fully offset by a valuation allowance. There were no identified uncertain tax positions December 31, 2020 and 2019. The following table reflects changes in the gross unrecognized tax positions (in thousands): Unrecognized tax benefits at beginning of year - January 1, 2019 $ — Gross changes - year ended December 31, 2019 — Unrecognized tax benefits at end of year - December 31, 2019 — Gross changes - year ended December 31, 2020 — Unrecognized tax benefits at end of year - December 31, 2020 — Gross increases - current year tax positions 256 Unrecognized tax benefits at end of year - December 31, 2020 $ 256 As of December 31, 2021, 2020 and 2019, the Company did not accrue any material interest and penalties. The Company’s United States federal and state income tax returns are generally subject to examination for potential assessment for 2018 and later years. The use of U.S. net operating loss carryovers from earlier years are subject to challenge in any future year utilized. Due to the uncertainty regarding the filing of tax returns for years before 2007, it is possible that the Company is subject to examination by the IRS for earlier years. All of the PRC tax returns for the PRC operating companies are subject to examination by the PRC tax authorities for all periods from the companies’ inceptions in 2009 through 2021 as applicable. All of Tree Technologies’ tax returns since inception in 2018 are subject to examination by the Malaysian tax authorities. All of Tree Technologies’ tax returns since inception in 2018 are subject to examination by the Malaysian tax authorities. |
Commitments and Contingencies_2
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 19. Commitments and Contingencies Lawsuits and Legal Proceedings From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the business. Vendor Settlement In the year ended December 31, 2020, Ideanomics preliminarily settled a payable of $1.7 million with one vendor for $1.3 million. The settlement were conditioned upon factors which did not expire until three months from the date of the settlement; therefore, the Company recognized the gain of $0.4 million in the year ended December 31, 2020. Shareholder Class Actions and Derivative Litigations On July 19, 2019, a purported class action, now captioned Rudani v. Ideanomics, Inc. et al. On June 28, 2020, a purported securities class action, captioned Lundy v. Ideanomics Inc. et al. Kim v. Ideanomics Inc. 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 Merger-related Litigation and Demand Letters Following the announcement of the Company’s agreement to acquire VIA, the Company has received several demand letters on behalf of purported stockholders of the Company and the Company and certain of its officers and directors have been named as defendants in complaints filed and consolidated in the United States District Court for the Southern District of New York demanding the issuance of additional disclosures in connection with the merger. The specific complaints, all of which have been consolidated, have the following filing dates: Macmillan v. Ideanomics, Inc.et al Saee v. Ideanomics, et al., Foran v. Ideanomics, Inc., et al., SEC Investigation As previously reported, the Company is subject to an investigation by the Division of Enforcement of the United States Securities and Exchange Commission. The Company is cooperating with the investigation and has responded to requests for documents, testimony and information regarding various transactions and disclosures going back to 2017. At this point, we are unable to predict what the timing or the outcome of the SEC investigation may be or what, if any, consequences the SEC investigation may have with respect to the Company. However, the SEC investigation could result in additional legal expenses and divert management’s attention from other business concerns and harm our business. If the SEC were to determine that legal violations occurred, we could be required to pay civil penalties or other amounts, and remedies or conditions could be imposed as part of any resolution. Ideanomics Audit Committee Investigation On March 14, 2022, BDO informed the company that information related to the company’s operations in China indicated that an illegal act may have occurred. In response, the company’s Audit Committee engaged an Am Law 100 law firm and a nationally recognized forensics accounting firm to conduct a complete and thorough investigation and such investigation was completed by such parties to the Audit Committee’s satisfaction on July 17, 2022. The investigation concluded with no findings of improper or fraudulent actions or practices by the Company or any of its officers or employees with respect to any matters, including those raised by BDO. Ideanomics, Inc. v. Silk EV Cayman LP Silk executed a convertible promissory note in favor of Ideanomics on January 28, 2021, in the amount of $15.0 million plus interest. Payment of the original principal amount plus interest was due on January 28, 2022. Silk did not pay on the convertible promissory note when it became due. On April 27, 2022, Ideanomics filed suit against Silk in the Supreme Court of the State of New York, New York County, Index No 51668/2022 for non-payment of the convertible promissory note. Silk was timely served with the Summons and Notice of Motion for Summary Judgment in Lieu of Complaint. On June 1, 2022, IIdeanomics agreed to dismiss the lawsuit without prejudice in exchange for Silk’s execution of a Confession of Judgment wherein Silk, through its Chairman, acknowledged its debt obligation under the convertible promissory note and agreed to a payment schedule, with interest continuing to run until payment in full at the rate of 6.0% per annum. Following this agreement, Silk did not remit payment according to the payment schedule. On August 16, 2022, Ideanomics obtained a judgment against Silk for $16.4 million including prejudgment interest of 6.0%, which will accrue post-judgment interest of 9.0% until paid. It has not been paid. | Note 21. Commitments and Contingencies Lawsuits and Legal Proceedings From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the business. Vendor Settlement In the year ended December 31, 2020, Ideanomics preliminarily settled a payable of $1.7 million with one vendor for $1.3 million. The settlement were conditioned upon factors which did not expire until three months from the date of the settlement; therefore, the Company recognized the gain of $0.4 million in the year ended December 31, 2020. Shareholder Class Actions and Derivative Litigations On July 19, 2019, a purported class action, now captioned Rudani v. Ideanomics, Inc. et al. On June 28, 2020, a purported securities class action, captioned Lundy v. Ideanomics Inc. et al. Kim v. Ideanomics Inc. 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 Merger-related Litigation and Demand Letters Following the announcement of the Company’s agreement to acquire VIA, the Company has received several demand letters on behalf of purported stockholders of the Company and the Company and certain of its officers and directors have been named as defendants in complaints filed and consolidated in the United States District Court for the Southern District of New York demanding the issuance of additional disclosures in connection with the merger. The specific complaints, all of which have been consolidated, have the following filing dates: Macmillan v. Ideanomics, Inc.et al Saee v. Ideanomics, et al., Foran v. Ideanomics, Inc., et al., SEC Investigation As previously reported, the Company is subject to an investigation by the Division of Enforcement of the United States Securities and Exchange Commission. The Company is cooperating with the investigation and has responded to requests for documents, testimony and information regarding various transactions and disclosures going back to 2017. At this point, we are unable to predict what the timing or the outcome of the SEC investigation may be or what, if any, consequences the SEC investigation may have with respect to the Company. However, the SEC investigation could result in additional legal expenses and divert management’s attention from other business concerns and harm our business. If the SEC were to determine that legal violations occurred, we could be required to pay civil penalties or other amounts, and remedies or conditions could be imposed as part of any resolution. Ideanomics Audit Committee Investigation On March 14, 2022, BDO informed the company that information related to the company’s operations in China indicated that an illegal act may have occurred. In response, the company’s Audit Committee engaged an Am Law 100 law firm and a nationally recognized forensics accounting firm to conduct a complete and thorough investigation and such investigation was completed by such parties to the Audit Committee’s satisfaction on July 17, 2022. The investigation concluded with no findings of improper or fraudulent actions or practices by the Company or any of its officers or employees with respect to any matters, including those raised by BDO. Ideanomics, Inc. v. Silk EV Cayman LP Silk executed a convertible promissory note in favor of Ideanomics on January 28, 2021, in the amount of $15.0 million plus interest. Payment of the original principal amount plus interest was due on January 28, 2022. Silk did not pay on the convertible promissory note when it became due. On April 27, 2022, Ideanomics filed suit against Silk in the Supreme Court of the State of New York, New York County, Index No 51668/2022 for non-payment of the convertible promissory note. Silk was timely served with the Summons and Notice of Motion for Summary Judgment in Lieu of Complaint. On June 1, 2022, Ideanomics agreed to dismiss the lawsuit without prejudice in exchange for Silk’s execution of a Confession of Judgment wherein Silk, through its Chairman, acknowledged its debt obligation under the convertible promissory note and agreed to a payment schedule, with interest continuing to run until payment in full at the rate of 6.0% per annum. Following this agreement, Silk did not remit payment according to the payment schedule. On August 16, 2022, Ideanomics obtained a judgment against Silk for $16.4 million including prejudgment interest of 6.0%, which will accrue post-judgment interest of 9% until paid. It has not been paid. |
Concentration of Credit and For
Concentration of Credit and Foreign Currency Risks | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | ||
Concentration of Credit and Foreign Currency Risks | Note 20. Concentration of Credit and Foreign Currency Risks Concentration of Credit Risks Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of June 30, 2022 the Company’s cash and cash equivalents were 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. (a) 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 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. (b) Cybersecurity Incident The Company’s real estate services subsidiary, Timios, experienced a systems outage that was caused by a cybersecurity incident. Timios has engaged leading forensic information technology firms and legal counsel to assist its investigation into the incident. Although Timios is actively managing the impact of the cybersecurity incident, it has caused a delay or disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings during the reporting period. Timios has since recovered their operation capabilities. The cybersecurity incident has had a material adverse impact on Timios’ revenues. Daily orders are increasing and the company anticipates that a significant amount of the business lost immediately after the cybersecurity incident will be recovered in 2022, although there can be no assurances in this regard. Timios promptly notified third-parties who may have been affected by this incident, and its insurer has offered a one year credit monitoring service to those who may have been affected. Timios has since recovered their operational capabilities, and has implemented multiple safeguards against future incidents, including but not limited to the establishment of a Chief Information Security Officer and a Security Operations Center that monitors the system against cyber threats twenty four hours a day. Timios still has yet to recover a significant portion of business lost as a result of the incident. Timios is uncertain to what degree any further revenue will be recovered. A class action lawsuit was filed against Timios as a result of the systems outage, which was settled within the limits of its insurance coverage. Timios has filed a claim with its insurer to recover a portion of the lost revenues and profits for the period from July 26, 2021 through January 27, 2022. | Note 22. Concentration, Credit and Other Risks a.Major Customers and Referring Financial Institutions For the year ended December 31, 2021, no customer individually accounted for more than 10.0% of the Company’s revenue. Two customers individually accounted for more than 10.0% of the Company’s net accounts receivable as of December 31, 2021 (37.9% of accounts receivable). Timios generates much of its revenue through referring financial institutions. For the year ended December 31, 2020, three customers individually accounted for more than 10.0% of the Company’s revenue (77.0% of revenue.) Three customers individually accounted for more than 10.0% of the Company’s net accounts receivable as of December 31, 2020 (98.2% of accounts receivable.) For the year ended December 31, 2019, one customer individually accounted for more than 10.0% of the Company’s revenue (91.3% of revenue.) Major Suppliers For the year ended December 31, 2021, no suppliers individually accounted for more than 10.0% of the Company’s cost of revenues. No suppliers individually accounted for more than 10.0% of the Company’s accounts payable as of December 31, 2021. For the year ended December 31, 2020, four suppliers individually accounted for more than 10.0% of the Company’s cost of revenues (73.70% of cost of revenue.) Two suppliers individually accounted for more than 10.0% of the Company’s accounts payable as of December 31, 2020 (61.10% of accounts payable.) For the year ended December 31, 2019, no suppliers individually accounted for more than 10.0% of the Company’s cost of revenues. 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 December 31, 2021 and 2020, the Company’s cash and cash equivalents were 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, Currency Concentrations, and Capital Requirements 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 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. As of December 31, 2021, the Company had cash and cash equivalents of $269.9 million. Approximately $241.9 million was held in U.S. entities and $27.9 million was held in Hong Kong, Singapore, Malaysia, and the PRC entities. Timios holds various regulatory licenses related to its business as a title insurance agency and is required to hold a minimum cash balance of $2.0 million. As a broker-dealer, JUSTLY has minimum capital requirements. JUSTLY had cash of $0.2 million as of December 31, 2021, which was necessary for JUSTLY to meet its minimum capital requirements. As of December 31, 2021 and 2020, deposits of $4.7 million and $1.3 million were insured, respectively. To limit exposure to credit risk relating to bank deposits, the Company primarily places bank deposits only with large financial institutions in the PRC, HK, U.S., Singapore and Cayman with acceptable credit ratings. c.Cybersecurity Incident The Company’s real estate services subsidiary, Timios, experienced a systems outage that was caused by a cybersecurity incident. Timios has engaged leading forensic information technology firms and legal counsel to assist its investigation into the incident. The systems outage caused a delay or disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings during the year ended December 31, 2021. The cybersecurity incident had a material adverse impact on Timios’ revenues. Timios promptly notified third-parties who may have been affected by this incident, and its insurer has offered a one year credit monitoring service to those who may have been affected. Timios has since recovered their operational capabilities, and has implemented multiple safeguards against future incidents, including but not limited to the establishment of a Chief Information Security Officer and a Security Operations Center that monitors the system against cyber threats twenty four hours a day. Timios still has yet to recover a significant portion of business lost as a result of the incident. Timios is uncertain to what degree any further revenue will be recovered. A class action lawsuit was filed against Timios as a result of the systems outage, which was settled within the limits of its insurance coverage. Timios has filed a claim with its insurer to recover a portion of the lost revenues and profits for the period from July 26, 2021 through January 27, 2022. The amount of the insurance recovery, if any, is not yet known. |
Contingent Consideration_2
Contingent Consideration | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Contingent Consideration | Note 21. Contingent Consideration The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands): June 30, 2022 Level I Level II Level III Total DBOT - Contingent consideration1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration2 — — 119 119 Solectrac - Contingent consideration3 — — 100 100 Total $ — $ — $ 868 $ 868 December 31, 2021 Level I Level II Level III Total DBOT - Contingent consideration1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration2 — — 250 250 Solectrac - Contingent consideration3 — — $ 100 100 Total $ — $ — $ 999 $ 999 1 This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration as of June 30, 2022 was valued using the Black-Scholes Merton method. The Company issued 11.3 million shares during the year ended December 31, 2021 and partially satisfied this liability. No shares have been issued in the six months ended June 30, 2022. 2 This represents the liability incurred in connection with the acquisition of Tree Technology shares during the three months ended December 31, 2019 and as subsequently remeasured as of December 31, 2021 and 2020. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach. 3 This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. DBOT Contingent Consideration The fair value of the DBOT contingent consideration as of March 31, 2020 and December 31, 2019 was valued using the Black-Scholes Merton model. The significant unobservable inputs used in the fair value measurement of the contingent consideration includes the risk-free interest rate, expected volatility, expected term and expected dividend yield. The following table summarizes the significant inputs and assumptions used in the model: December 31, June 30, 2022 2021 Risk-free interest rate 0.1 % 1.6 % Expected volatility 30 % 30 % Expected term (years) 0.08 0.25 Expected dividend yield — % — % Tree Technologies Contingent Consideration The fair value of the Tree Technologies contingent consideration as of June 30, 2022 and December 31, 2021, was valued using a probability-weighted discounted cash flow approach which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the probability-weighted discounted cash flow approach: December 31, June 30, 2022 2021 Weighted-average cost of capital 15.0 % 15.0 % Probability 5%-10 % 5%-10 % Solectrac Contingent Consideration The fair value of the Solectrac contingent consideration as of June 30, 2022 was valued using a Monte-Carlo simulation model. The significant unobservable inputs include volatility, discount rate and the risk free rate, Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: June 30, 2022 Risk-free interest rate 1.9 % Expected volatility 25.0 % Expected discount rate 18.7 % The following table summarizes the reconciliation of Level 3 fair value measurements (in thousands): Contingent Consideration January 1, 2022 $ 999 Remeasurement loss/(gain) recognized in the statement of operations (131) June 30, 2022 $ 868 | Note 25. Contingent Consideration The following table summarizes information about the Company’s contingent consideration arrangements 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): December 31, 2021 Level 1 Level 2 Level 3 Total DBOT - Contingent Considerationa $ — $ — $ 649 $ 649 Tree Technology - Contingent Considerationb — — 250 250 Solectrac - Contingent Considerationc — — 100 100 Total $ — $ — $ 999 $ 999 December 31, 2020 Level 1 Level 2 Level 3 Total DBOT - Contingent Considerationa $ — $ — $ 649 $ 649 Tree Technology - Contingent Considerationb — — 250 250 Total $ — $ — $ 899 $ 899 Note a. This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration was valued using the Black-Scholes Merton method. The Company issued 13.1 million shares during the year ended December 31, 2020 and partially satisfied this liability. No shares have been issued in the year ended December 31, 2021. b. This represents the liability incurred in connection with the acquisition of Tree Technologies during the three months ended December 31, 2019 and as subsequently remeasured as of December 31, 2021 and 2020. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach. c. This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. DBOT Contingent Consideration The fair value of the DBOT contingent consideration as of March 31, 2020 and December 31, 2019, was valued using the Black-Scholes Merton model. The significant unobservable inputs used in the fair value measurement of the contingent consideration includes the risk-free interest rate, expected volatility, expected term and expected dividend yield. The following table summarizes the significant inputs and assumptions used in the model: March 31, December 31, 2020 2019 Risk-free interest rate 0.1 % 1.6 % Expected volatility 30 % 30 % Expected term (years) 0.08 0.25 Expected dividend yield — % — % Tree Technologies Contingent Consideration The fair value of the Tree Technologies contingent consideration as of December 31, 2021 and 2020, was valued using a probability-weighted discounted cash flow approach which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the probability-weighted discounted cash flow approach: December 31, December 31, 2021 2020 Weighted-average cost of capital 15.0 % 15.0 % Probability 5%‑10 % 20%‑55 % Solectrac Contingent Consideration The fair value of the Solectrac contingent consideration as of December 31, 2021, was valued using a Monte-Carlo simulation model. The significant unobservable inputs include volatility, discount rate and the risk free rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2021 Risk-free interest rate 3.4 % Expected volatility 25.0 % Expected discount rate 13.1 % The following table summarizes the reconciliation of contingent consideration measured using Level 3 inputs (in thousands): Contingent Consideration January 1, 2019 $ — Addition 19,562 Measurement period adjustment 5,094 December 31, 2020 24,656 Measurement period adjustment (1,990) Settlement (8,203) Remeasurement loss/(gain) recognized in the income statement (5,503) December 31, 2020 8,960 Addition 1,639 Net remeasurement loss/(gain) recognized in the income statement (9,600) December 31, 2021 $ 999 |
Subsequent Events_2
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 22. Subsequent Events VIA Promissory Notes As of December 31, 2021, the company had invested $42.5 million in VIA, in the form of convertible promissory note. US Hybrid Escrow Shares On July 12, 2022, the Company received 6.6 million shares of common stock back from the escrow agent pursuant to the triggering of a legal condition that permitted the Company to reclaim 100% of the shares held in escrow. US Hybrid Escrow Shares On July 12, 2022, the Company received 6.6 million shares of common stock back from the escrow agent pursuant to the triggering of a legal condition that permitted the Company to reclaim 100% of the shares held in escrow. Convertible Debenture Amendment On August 30, 2022, the Company and YA II PN agreed to amend the terms of the outstanding convertible note and entered into an amendment agreement dated August 29, 2022. As of August 29, 2022, the outstanding principal balance of the Original Debenture was $16.7 million. The amendments to the Original Debenture amended the principal amount to reflect the outstanding balance as of August 29, 2022, change the maturity date to January 29, 2023 and adjust the conversion price to the lower of $1.50 or 85.0% of the lowest daily VWAP during the 7 consecutive Trading Days immediately preceding the Conversion Date or other date of determination, but not lower than $0.20 per share of common stock. The Company shall not have the right to prepay any amounts due under the Amended Debenture prior to the Maturity Date without the Investor’s prior written consent. Standby Equity Purchase Agreement On September 1, 2022, the company entered into a SEPA with YA II PN. The Company will be able to sell up to sixty million three Pursuant to the SEPA, the Company is required to register all shares which YA may acquire. The Company agreed to file with the SEC a Registration Statement (as defined in the SEPA) registering all of the shares of common stock that are to be offered and sold to YA pursuant to the SEPA. The Company is required to have a Registration Statement declared effective by the SEC before it can raise any funds using the SEPA. Unless earlier terminated as provided under the SEPA, the SEPA shall terminate automatically on the earliest of (i) the first day of the month next following the 36-month anniversary of the Effective Date or (ii) the date on which the YA shall have made payment of Advances (as defined in the SEPA) pursuant to the SEPA for the Common Shares equal to the Commitment Amount (as defined in the SEPA). Amendment to Standby Equity Purchase Agreement On September 1, 2022, the company entered into a SEPA with YA II PN. Subsequently, on September 15, 2022, the company amended the SEPA increasing the commitment amount from sixty million shares to one hundred fifty six hundred one million five hundred Future wind down of PRC Operations On September 12, 2022, the Board authorized management to pursue a plan to wind down operations in China. We expect the plan to be finalized and initiated in the fourth quarter of 2022. The wind down is anticipated to be complete no later than the fourth quarter of 2023. In the year ended December 31, 2021, the company generated $29.7 million in revenues in the PRC, primarily from the sale of electric vehicle products. For the six months ended June 30, 2022, the company generated $28.9 million in revenues in the PRC. The carrying value of long lived assets in the PRC as June 30, 2022 was not material and cash held in the PRC was approximately 12.4 million as of June 30, 2022. | Note 26. Subsequent Events VIA Promissory Notes As of December 31, 2021, the company had invested $42.5 million in VIA, in the form of convertible promissory note. As of August 31, 2022, the company has invested an additional $24.6 million in VIA, in the form of the 2021 convertible promissory note ($12.9 million) and a new promissory note issued in May 2022 ($11.7 million). Both promissory notes bear interest at an annual rate of 4.0% and the new promissory note is due and payable in the event of the termination of the merger agreement on the twelve month anniversary date of such termination. Energica Loan Agreement On January 7, 2022, the Company entered into a loan agreement with Energica. Pursuant to this loan agreement, the Company may advance up to €5.0 million ($5.7 million), in installments of €250,000 ($284,075), at an annual interest rate of Euribor plus 2.0%. The purpose of the loan is to provide working capital during the motorcycle manufacturing and purchasing season. The loan is unsecured, with interest payable semi-annually, on June 30 and December 31 of each year. The outstanding principal is due and payable in two installments, on June 30, 2024 and December 31, 2024. Disposition of Seven Stars Energy Pte. Ltd. On February 9, 2022, the Company transferred its 51.0% interest in Seven Stars Energy Pte. Ltd. for a nominal amount. The Company expects to record a loss resulting from the disposition of $0.5 million. Energica Tender Offer On September 15, 2021, the Company announced it had entered into an agreement to launch a voluntary conditional tender offer in concert with the founders of Energica for shares of Energica, pursuant to which Ideanomics plans to increase its investment from 20.0% in Energica to approximately 70.0%. The Energica founders shall continue to own 29.0% of Energica. On February 9, 2022, the Company wired €52.5 million (approximately $60.3 million) to an escrow account in order to facilitate and fund the conditional tender offer. On March, 7, 2022 the Company announced that it had achieved the 90.0% threshold for the conditional tender offer. The transaction received final approval from Italian regulatory authorities and closed on March 14, 2022. Timios Investment in Orangegrid On May 20, 2022, Timios purchased 6.6 million Series A-1 preferred share units in Orangegrid for a total investment of $3 million. Orangegrid is a developer and vendor of software technologies which improve the operational efficiency and effectiveness of financial institutions and their service providers. Timios and Orangegrid also entered into a strategic partnership making Timios the preferred provider of title, escrow, valuation and asset management services within OrangeGrid’s GridReady default management ecosystem. US Hybrid Escrow Shares On July 12, 2022, the Company received 6.6 million shares of common stock back from the escrow agent pursuant to the triggering of a legal condition that permitted the Company to reclaim 100% of the shares held in escrow. Convertible Debenture Amendment On August 30, 2022, the Company and YA II PN agreed to amend the terms of the outstanding convertible note and entered into an amendment agreement dated August 29, 2022. As of August 29, 2022, the outstanding principal balance of the Original Debenture was $16.7 million. The amendments to the Original Debenture amended the principal amount to reflect the outstanding balance as of August 29, 2022, change the maturity date to January 29, 2023 and adjust the conversion price to the lower of $1.50 or 85.0% of the lowest daily VWAP during the 7 consecutive Trading Days immediately preceding the Conversion Date or other date of determination, but not lower than $0.20 per share of common stock. The Company shall not have the right to prepay any amounts due under the Amended Debenture prior to the Maturity Date without the Investor’s prior written consent. Standby Equity Purchase Agreement On September 1, 2022, the company entered into a SEPA with YA II PN. The Company will be able to sell up to sixty million of the Company’s shares of common stock, par value $0.001 per share (the at the Company’s request any time during the 36 three Pursuant to the SEPA, the Company is required to register all shares which YA may acquire. The Company agreed to file with the SEC a Registration Statement (as defined in the SEPA) registering all of the shares of common stock that are to be offered and sold to YA pursuant to the SEPA. The Company is required to have a Registration Statement declared effective by the SEC before it can raise any funds using the SEPA. Unless earlier terminated as provided under the SEPA, the SEPA shall terminate automatically on the earliest of (i) the first day of the month next following the 36-month Amendment to Standby Equity Purchase Agreement On September 1, 2022, the company entered into a SEPA with YA II PN. Subsequently, on September 15, 2022, the company amended the SEPA increasing the commitment amount from sixty million shares to one hundred fifty six hundred one million five hundred Future wind down of PRC Operations On September 12, 2022, the Board authorized management to pursue a plan to wind down operations in China. We expect the plan to be finalized and initiated in the fourth quarter of 2022. The wind down is anticipated to be complete no later than the fourth quarter of 2023. In the year ended December 31, 2021, the company generated $29.7 million in revenues in the PRC, primarily from the sale of electric vehicle products. For the six months ended June 30, 2022, the company generated $28.9 million in revenues in the PRC. The carrying value of long lived assets in the PRC as June 30, 2022 was not material and cash held in the PRC was approximately $12.4 million as of June 30, 2022. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
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 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, 2021 filed with the SEC on September 2, 2022 Form 10-K. | (a) Basis of Presentation The consolidated financial statements of Ideanomics, its subsidiaries and VIEs were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenues and expenses of the subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. |
Use of Estimates | 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, the Company evaluates its estimates, including those related to the bad debt allowance, collectability of notes receivable, sales returns, fair values of financial instruments, equity investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. | (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the bad debt allowance, collectability of notes receivable, sales returns, fair values of financial instruments, equity investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-period financial statement presentation. | |
Inventory | Inventory Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost generally computed on a FIFO basis. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value. The composition of inventory is as follows (in thousands) : June 30, 2022 December 31, 2021 Raw materials $ 3,555 $ 245 Work in progress 14,319 90 Finished goods 5,896 5,824 Total $ 23,770 $ 6,159 The majority of the inventory is held in US Hybrid, Solectrac and Energica entities and represents finished assemblies and sub assemblies to be used in delivering electric powertrain components and electric tractors to customers, respectively. | (j) 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 basis. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value. The majority of the inventory represents finished assemblies and sub assemblies to be used in delivering electric powertrain components and electric tractors to customers. There were no inventories as of December 31, 2020, as the inventories were acquired with the 2021 Acquisitions. The composition of inventory is as follows (in thousands): December 31, 2021 Raw materials $ 245 Work in progress 90 Finished goods 5,824 Total $ 6,159 The following table summarizes the movement in the inventory reserve (in thousands): December 31, 2021 Balance at the beginning of the year $ — Increases (856) Decreases — Balance at the end of the year $ (856) |
Revenue | Revenue For product sales, the acquired EV entities consider practical and contractual limitations in determining whether there is an alternative use for the product. For example, long-term design and build contracts are typically highly customized to a customer’s specifications. For contracts with no alternative use and an enforceable right to payment for work performed to date, including a reasonable profit if the contract were terminated at the customer’s convenience for reason other than nonperformance, the acquired EV entities recognize revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, the acquired EV entities have historically used the cost-to-total cost method to recognize the revenue over the life of the contract. For contracts recognized at a point in time, the acquired EV entities recognize revenue when control passes to the customer, which is generally based on shipping terms that address when title and risk and rewards pass to the customer. However, the acquired EV entities also consider certain customer acceptance provisions as certain contracts with customers include installation, testing, certification or other acceptance provisions. In instances where contractual terms include a provision for customer acceptance, the acquired EV entities consider whether they have previously demonstrated that the product meets objective criteria specified by either the seller or customer in assessing whether control has passed to the customer. For service contracts, the acquired EV entities recognize revenue as the services are rendered if the customer is benefiting from the service as it is performed, or otherwise upon completion of the service. Separately priced extended warranties are recognized as a separate performance obligation over the warranty period. The transaction price in the acquired EV entities’ contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances, and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends, and current factors including market conditions and status of negotiations. For design and build contracts, the acquired entities may at times collect progress payments from the customer throughout the term of the contract, resulting in contract assets or liabilities depending on the timing of the payments. Contract assets consist of unbilled amounts when revenue recognized exceeds customer billings. Contract liabilities consist of advance payments and billings in excess of revenue recognized. Design and engineering costs for highly complex products to be sold under a long-term production-type contract are deferred and amortized in a manner consistent with revenue recognition of the related contract or anticipated contract. Other design and development costs are deferred only if there is a contractual guarantee for reimbursement. Costs to obtain a contract (e.g., commissions) for contracts greater than one year are deferred and amortized in a manner consistent with revenue recognition of the related contract. | (r) Revenue Recognition General The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. For most of the Company’s customer arrangements, control transfers to customers at a point in time, as that is generally when legal title, physical possession and risk and rewards of goods/services transfer to the customer. In certain arrangements, control transfers over time as the customer simultaneously receives and consumes the benefits as the Company completes the performance obligations. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on the observable prices charged to customers or adjusted market assessment or using expected cost-plus margin when one is available. Adjusted market assessment price is determined based on overall pricing objectives taking into consideration market conditions and entity specific factors. The Company performs an analysis of the relevant terms of its sales contracts, including whether or not it controls the product prior to sale, whether or not it incurs inventory risk, and other factors in order to determine if revenue should be recorded as a principal or agent. Certain customers may receive discounts or rebates, which are accounted for as variable consideration. Variable consideration is estimated based on the expected amount to be provided to customers, and initially reduces revenues recognized. The Company records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company expenses as incurred any commissions or other fees which, if capitalizable, would have an amortization period of less than one year. The Company recognizes revenue either on a Principal or Agent basis, depending on the terms of the underlying transaction, including the ability to control the product and the level of inventory risk taken. Revenues recognized in a Principal capacity are reported gross, while revenues recognized as an Agent are reported net. Substantially all of the deferred revenue as of December 31, 2019 was recognized as revenue in the year ended December 31, 2020. Title, Closing and Appraisal Revenue Premiums from title insurance policies written by independent agencies are recognized net of commission costs when the policies are reported to the Company upon the closing of a transaction 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. 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 the Company, 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. 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, the Company 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. EV and Related Revenue For product sales, the Company 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, the Company recognizes revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, revenue is determined each quarter, on the basis of accumulated project expenses in relation to estimated accumulated project expenses upon completion. For contracts recognized at a point in time, the Company 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, the Company 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, the Company considers whether it has previously demonstrated that the product meets objective criteria specified by either the seller or customer in assessing whether control has passed to the customer. For service contracts, the Company 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 the contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances, and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends, and current factors including market conditions and status of negotiations. For design and build contracts, the Company 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. 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. The Company enters into contracts with governmental agencies for services and products. These contracts are analyzed in order to determine if they should be accounted for under a revenue recognition model pursuant to ASC 606 or a grant model pursuant to ASC 958. If accounted for pursuant to a grant model, the Company must determine if the grant is conditional or unconditional, and if conditional any barriers exist which must be overcome. If unconditional, the grant is recognized as revenue immediately, and if conditional, the grant is recognized as revenue as and when the barriers are overcome. The significant barrier to the current conditional grants are that the expenses incurred must meet the qualifications as established by the respective governmental agencies, so that the grant revenue is recognized as the qualified expenses are incurred. Revenue recorded pursuant to a grant model are recorded as “Other revenue.” |
Product Warranties | Product Warranties The acquired EV entities’ standard product warranty terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The acquired EV entities estimate the liability for warranty claims based on standard warranties, the historical frequency of claims and the cost to replace or repair products under warranty. Factors that influence the warranty liability include the number of units sold, the length of warranty term, historical and anticipated rates of warranty claims and the cost per claim. The warranty liability as of June 30, 2022 is $0.6 million and is included in “Other long-term liabilities” within the condensed consolidated balance sheet. The warranty liability has not changed substantially subsequent to WAVE’s acquisition. | (l) Product Warranties Certain of the Company’s products are sold subject to standard product warranty terms, which generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The Company 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 December 31, 2021 is $0.5 million and is included in “Other current liabilities” within the consolidated balance sheet. The warranty liability has not changed substantially subsequent to WAVE’s acquisition. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, which simplifies the accounting for income taxes by removing certain exceptions currently provided for in ASC 740 and by amending certain other requirements of ASC 740. The Company adopted ASU 2019-12 effective January 1, 2021. The effect of the adoption of ASU 2019-12 was not material. In August 2020, the FASB issued ASU No. 2020-06, which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting, and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Company adopted ASU 2020-06 effective January 1, 2021. As the Company had no outstanding convertible instruments as of that date, the adoption of ASU 2020-06 had no effect. In May 2021, the FASB issued ASU No. 2021-04, which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The Company adopted ASU 2021-04 on January 1, 2022. The Company has no freestanding equity-classified written call options. The effect will largely depend on the terms of written call options or financings issued or modified in the future. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2019, the FASB issued ASU 2019-10, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting company on the date the ASU was issued. The Company will adopt ASU 2016-13 effective January 1, 2023. Management is currently evaluating the effect of the adoption of ASU 2016-13 on the consolidated financial statements. The effect will largely depend on the composition and credit quality of our investment portfolio and the economic conditions at the time of adoption. In October 2021, the FASB issued ASU No. 2021-08, which will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements and the effects will be based upon the contract assets and liabilities acquired in the future. | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 which requires lessees to recognize a right-of-use asset and lease liability for all leases. Recognition, measurement and presentation of expenses depends on classification as a finance or operating lease . The lease liability was based on the present value of the remaining minimum lease payments, determined under ASC 842, discounted using the Company’s incremental borrowing rate at the effective date of January 1, 2019, using the original lease term as the tenor. As permitted under the transition guidance, the Company elected the package of practical expedients that permitted the Company to not reassess (1) whether a contract is or contains a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. The application of the practical expedients did not have a significant impact on the measurement of the operating lease liability. The adoption of ASU 2016-02 resulted in the recording of operating right-of-use assets and the related lease liabilities of $3.6 million and $3.7 million, respectively, as of January 1, 2019. The difference between the additional right-of-use assets and lease liabilities was immaterial. The adoption of ASU 2016-02 did not materially impact the consolidated statement of operations and had no impact on the consolidated statement of cash flows. Refer to Note 13 for additional information. In July 2017, the FASB issued ASU No. 2017-11, which applies to issuers of financial instruments with down round features. A down round feature is a term in an equity-linked financial instrument (i.e. a freestanding warrant contract or an equity conversion feature embedded within a host debt or equity contract) that triggers a downward adjustment to the instrument’s strike price (or conversion price) if equity shares are issued at a lower price (or equity-linked financial instruments are issued at a lower strike price) than the instrument’s then-current strike price. The purpose of the feature is typically to protect the instrument’s counterparty from future issuances of equity shares at a more favorable price. ASU 2017-11 amends (1) the classification of such instruments as liabilities or equity by revising the certain guidance relative to evaluating if they must be accounted for as derivative instruments, and (2) the guidance on recognition and measurement of freestanding equity-classified instruments. The Company adopted ASU 2017-11 as of January 1, 2019 on a prospective basis. Refer to Note 15 for additional information. In June 2018, the FASB issued ASU No. 2018-07, which largely aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees. ASU 2018-07 also clarifies that any share-based payment issued to a customer should be evaluated under ASC 606. The Company adopted ASU 2018-07 as of January 1, 2019 on a modified retrospective basis. There was no impact to the consolidated financial statements because the Company did not have material payments in the year ended December 31, 2019. In December 2019, the FASB issued ASU No. 2019-12, which simplifies the accounting for income taxes by removing certain exceptions currently provided for in ASC 740 and by amending certain other requirements of ASC 740. The Company adopted ASU 2019-12 effective January 1, 2021. The effect of the adoption of ASU 2019-12 was not material. In August 2020, the FASB issued ASU No. 2020-06, which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting, and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Company adopted ASU 2020-06 effective January 1, 2021. As the Company had no outstanding convertible instruments as of that date, the adoption of ASU 2020-06 had no effect. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2019, the FASB issued ASU 2019-10, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting company on the date the ASU was issued. The Company will adopt ASU 2016-13 effective January 1, 2023. Management is currently evaluating the effect of the adoption of ASU 2016-13 on the consolidated financial statements. The effect will largely depend on the composition and credit quality of our investment portfolio and the economic conditions at the time of adoption. In May 2021, the FASB issued ASU No. 2021-04, which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The Company will adopt ASU 2021-04 on January 1, 2022. The Company has no freestanding equity-classified written call options. The effect will largely depend on the terms of written call options or financings issued or modified in the future. In October 2021, the FASB issued ASU No. 2021-08, which will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements and the effects will be based upon the contract assets and liabilities acquired in the future. |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of inventory | The composition of inventory is as follows (in thousands) : June 30, 2022 December 31, 2021 Raw materials $ 3,555 $ 245 Work in progress 14,319 90 Finished goods 5,896 5,824 Total $ 23,770 $ 6,159 | The composition of inventory is as follows (in thousands): December 31, 2021 Raw materials $ 245 Work in progress 90 Finished goods 5,824 Total $ 6,159 |
Immaterial Corrections of Pri_9
Immaterial Corrections of Prior Period Condensed Consolidated Financial Statements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | ||
Schedule of error corrections and prior period adjustments | The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2021 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Revenue – sales of products $ 7,410 $ (453) $ 6,957 Total revenue 30,847 (719) 30,128 Cost of revenue – sales of products 6,591 (531) 6,060 Cost of revenue – sales of services 14,954 (291) 14,663 Total cost of revenue 21,545 (449) 21,096 Gross profit 9,302 (270) 9,032 Selling, general and administrative 20,361 (581) 19,780 Depreciation and amortization 1,635 (194) 1,441 Total operating expenses 19,830 (775) 19,055 Loss from operations (10,528) 505 (10,023) Loss before income taxes and non-controlling interest (8,573) 505 (8,068) Income tax benefit 1,570 112 1,682 Net loss (7,465) 618 (6,847) Net loss attributable to common shareholders (7,465) 618 (6,847) Net loss attributable to non-controlling interest 203 (51) 152 Net loss attributable to Ideanomics common shareholders (7,262) 567 (6,695) Foreign currency translation adjustments (41) 1 (40) Comprehensive loss $ (7,526) $ 619 $ (6,907) Comprehensive loss attributable to non-controlling interest 210 (52) 158 Comprehensive loss attributable to Ideanomics, Inc. shareholders $ (7,316) $ 567 $ (6,749) There was no change in earnings per share – basic and diluted from the immaterial error corrections. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2021 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Revenue – sales of products $ 11,957 $ (485) $ 11,472 Total revenue 60,785 (719) 60,066 Cost of revenue – sales of products 10,945 (433) 10,512 Cost of revenue – sales of services 29,697 (420) 29,277 Total cost of revenue 40,642 (320) 40,322 Gross profit 20,143 (399) 19,744 Selling, general and administrative 37,380 (711) 36,669 Depreciation and amortization 2,763 6 2,769 Total operating expenses 43,481 (705) 42,776 Loss from operations (23,338) 306 (23,032) Loss on disposal of subsidiaries (1,446) 182 (1,264) Other income, net 681 (182) 499 Loss before income taxes and non-controlling interest (22,168) 306 (21,862) Income tax benefit 8,824 203 9,027 Equity in loss of equity method investees (698) 83 (615) Net loss (14,042) 592 (13,450) Net loss attributable to common shareholders (14,042) 592 (13,450) Net loss attributable to non-controlling interest 367 (95) 272 Net loss attributable to Ideanomics common shareholders (13,675) 497 (13,178) Foreign currency translation adjustments (901) 168 (733) Comprehensive loss (14,963) 760 (14,203) Comprehensive loss attributable to non-controlling interest 763 (172) 591 Comprehensive loss attributable to Ideanomics, Inc. shareholders $ (14,200) $ 588 $ (13,612) There was no change in earnings per share – basic and diluted from the immaterial error corrections. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statement of cash flows for the six months ended June 30, 2021 (in thousands): Previously Reported Adjustment As Revised Cash flows from operating activities Net loss $ (14,042) $ 592 $ (13,450) Depreciation and amortization 2,763 6 2,769 Income tax benefit (9,190) (203) (9,393) Equity in losses of equity method investees 698 (83) 615 Accounts receivable 5,503 (535) 4,968 Inventory 379 (876) (497) Prepaid expenses and other assets (7,711) 296 (7,415) Accrued expenses, salary and other current liabilities $ 8,975 $ 801 $ 9,776 | The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated balance sheet as of December 31, 2020 (in thousands): Previously Reported Adjustments As Revised Assets Goodwill $ 1,165 $ (460) $ 705 Operating lease right of use assets 7,117 (6,962) 155 Long-term investments 8,570 (83) 8,487 Other non-current assets 517 6,961 7,478 Total assets 234,412 (543) 233,869 Liabilities Other current liabilities 1,920 315 2,235 Current portion of operating lease liabilities 430 (315) 115 Operating lease liability – long term 6,759 (6,740) 19 Deferred tax liabilities — 5,045 5,045 Other long-term liabilities 535 6,740 7,275 Total liabilities 32,643 5,045 37,688 Stockholders’ Equity Accumulated deficit (346,883) (2,864) (349,747) Accumulated other comprehensive income 1,256 (25) 1,231 Total Ideanomics, Inc. shareholders’ equity 186,584 (2,889) 183,695 Non-controlling interest 6,438 (2,699) 3,739 Total equity 193,022 (5,588) 187,434 Total liabilities, convertible redeemable preferred stock. redeemable non-controlling interest and stockholders’ equity $ 234,412 $ (543) $ 233,869 The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated statement of operations for the year ended December 31, 2020 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Goodwill impairment $ 9,323 $ 8,766 $ 18,089 Loss from operations (86,879) (8,765) (95,644) Income tax benefit — 3,308 3,308 Impairment of and equity in loss of equity method investees (16,698) (82) (16,780) Net loss (106,043) (5,538) (111,581) Net loss attributable to Ideanomics, Inc. common shareholders (98,400) (2,864) (101,264) Basic and diluted loss per share $ (0.46) $ (0.01) $ (0.47) The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated statement of comprehensive loss for the year ended December 31, 2020 (in thousands, except per share amounts): Previously Reported Adjustment As Revised Net loss $ (106,043) $ (5,538) $ (111,581) Foreign currency translation adjustments 3,208 (50) 3,158 Comprehensive loss (102,835) (5,588) (108,423) Comprehensive loss attributable to non-controlling interest 6,539 2,699 9,238 Comprehensive loss attributable to Ideanomics, Inc. shareholders $ (96,480) $ (2,889) $ (99,369) In addition, certain additional temporary differences between financial statement amounts and tax amounts at December 31, 2020, relating to the PRC companies were identified after issuance of the financial statements. These resulted in the recognition of $0.3 million additional deferred tax assets, offset by $5,000 additional deferred tax liabilities and $0.3 million additional valuation allowance with no effect on the balance sheet or income statement. The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported consolidated statement of cash flows for the year ended December 31, 2020 (in thousands): Previously Reported Adjustment As Revised Cash flows from operating activities Net loss $ (106,043) $ (5,538) $ (111,581) Income tax benefit — (3,308) (3,308) Impairment of and equity in loss of equity method investees $ 16,698 $ 82 $ 16,780 Impairment losses 42,554 8,765 51,319 Net cash used in operating activities $ 41,468 $ — $ 41,468 |
Revenue (Tables)_2
Revenue (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of revenues disaggregated by revenue source, geography and timing of revenue recognition | The following table summarizes the Company’s revenues disaggregated by revenue source, geography (based on the Company’s business locations,) and timing of revenue recognition (in thousands): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 As restated As restated Geographic Markets Malaysia $ 33 $ 40 $ 50 $ 47 USA 14,372 25,014 26,132 51,889 PRC 15,647 5,074 28,882 8,130 Italy 4,150 — 4,529 — Total $ 34,202 $ 30,128 $ 59,593 $ 60,066 Product or Service Electric vehicles products $ 23,577 $ 5,274 $ 38,200 8,304 Electric vehicles services 74 75 157 108 Charging, batteries and powertrain products 956 1,683 1,210 3,168 Charging, batteries and powertrain services 338 617 790 756 Title and escrow services 9,171 22,069 19,096 46,909 Digital advertising services and other — 34 — 231 Fund raising services 7 — 7 — Other revenue 79 376 133 590 Total $ 34,202 $ 30,128 $ 59,593 $ 60,066 Timing of Revenue Recognition Products and services transferred at a point in time $ 33,783 $ 29,059 $ 58,639 $ 58,611 Services provided over time 419 1,069 954 1,455 Total $ 34,202 $ 30,128 $ 59,593 $ 60,066 | 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): Year Ended December 31, December 31, December 31, 2021 2020 2019 Geographic Markets Malaysia $ 65 $ 83 $ — USA 84,303 1,631 41,873 PRC 29,712 25,045 2,693 Total $ 114,080 $ 26,759 $ 44,566 Product or Service Digital asset management services $ — $ — $ 40,700 Digital advertising services and other 231 1,631 1,173 Title and escrow services 72,686 — — Electric vehicle products 31,123 19,462 — Electric vehicle services 204 — 2,693 Combustion engine vehicles — 5,160 — Charging, battery and powertrain products 5,886 506 — Charging, battery and powertrain services 2,645 — — Other revenue 1,305 — — Total $ 114,080 $ 26,759 $ 44,566 Timing of Revenue Recognition Products and services transferred at a point in time $ 110,079 $ 26,729 $ 3,866 Products and services provided over time 4,001 30 40,700 Total $ 114,080 $ 26,759 $ 44,566 |
Available-for-Sale Securities_3
Available-for-Sale Securities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Schedule of available-for-sale securities | The following table provides certain information related to available-for-sale debt securities (in thousands): As of June 30, 2022 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value Available-for-sale securities: SILK EV Note (a) $ 15,000 $ 902 $ 4 $ (20) $ (15,886) $ — Equity and debt securities (b) 3,791 — — (479) — 3,312 Total available-for-sale securities $ 18,791 $ 902 $ 4 $ (499) $ (15,886) $ 3,312 (a) Silk EV Convertible Promissory Note 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 principal amount of the convertible promissory note is $15.0 million, is unsecured, bears interest at an annual rate of 6.0%, and the scheduled maturity date was January 28, 2022. Upon a qualified equity financing, as defined, the outstanding principal and accrued interest 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 convertible promissory note contains certain customary events of default and other rights and obligations of the parties. SILK EV did not remit payment of principal and interest on the scheduled maturity date of January 28, 2022, and the Company has sent a notice of default. The Company determined that the Silk EV note was fully impaired and recorded an impairment loss of $15.8 million recorded in “Asset impairment” in the year ended December 31, 2021. (b) Equity and Debt Securities As of March 31, 2022 the fair value of debt and equity securities was $3.3 million. The equity and debt securities are were classified as a Level 1 financial instrument. | The following table provides certain information related to available-for-sale debt securities (in thousands): As of December 31, 2021 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value Silk EV Note $ 15,000 $ 833 $ 4 $ (20) $ (15,817) $ — Total available-for-sale securities $ 15,000 $ 833 $ 4 $ (20) $ (15,817) $ — |
Notes Receivable from Third P_2
Notes Receivable from Third Parties (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Schedule of notes receivable | Notes receivable consists of the following (in thousands): As of June 30, 2022 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value VIA Note (a) $ 48,018 $ 1,448 $ — $ — $ — $ 49,466 VIA Note-2(a) 7,282 4 — — — 7,286 Inobat Note (b) 11,819 447 291 — — 12,557 Timios (c) 521 — — — — 521 Total notes receivable $ 67,640 $ 1,899 $ 291 $ — $ — $ 69,830 As of December 31, 2021 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value VIA Note (a) $ 42,500 $ 578 $ — $ — $ — $ 43,078 Inobat Note (b) 11,819 10 — — — 11,829 Total notes receivable $ 54,319 $ 588 $ — $ — $ — $ 54,907 (a) VIA Convertible Promissory Note On August 30, 2021, the Company invested $42.5 million in VIA, in the form of a convertible promissory note. VIA is a leading electric commercial vehicle company with proven advanced electric drive technology, delivering sustainable mobility solutions for a more livable world. VIA designs, manufactures and markets electric commercial vehicles, with superior life-cycle economics, for use across a broad cross-section of the global fleet customer base. The principal amount of the convertible promissory note is $42.5 million, is unsecured, bears interest at an annual rate of 4.0%, and the scheduled maturity date is the earlier of the closing date of the acquisition or one year after the agreement is terminated according to its terms. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The Company expects to convert this promissory note in conjunction with the closing of the acquisition of VIA. The Company entered into a secured promissory note of $2.2 million with VIA on May 20, 2022. The Company entered into an amendment of the secured promissory note during the second quarter of 2022 to provide an additional $5.1 million. The note is secured by the certain assets and rights of VIA, bears interest at an annual rate of 4.0%. The principal and interest is due and payable in the event of the termination of the merger agreement. The Company has entered into two further amendments during the third quarter of 2022 to provide an additional $4.4 million to VIA. The note is secured by the certain assets and rights of VIA, bears interest at an annual rate of 4.0%. The principal and interest is due and payable in the event of the termination of the merger agreement. (b) Inobat Convertible Promissory Note On December 24, 2021, the Company invested €10.0 million ($11.4 million) in Inobat via a convertible promissory note, that is due December 24, 2022. Inobat specializes in the research, development, manufacture, and provision of innovative electric batteries custom-designed to meet the specific requirements of global mainstream and specialist OEMs within the automotive, commercial vehicle, motorsport, and aerospace sectors. Inobat is a European based battery manufacturer, that has a battery research and development facility and pilot line under development in Slovakia. The principal amount of the convertible promissory note is €10.0 million ($11.4 million) is unsecured, bears interest at an annual rate of 8.00%, and the scheduled maturity date is December 28, 2022. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The fair value of the Inobat convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of a qualified financing and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: June 30, 2022 Probability 50 % Yield rate 17.5 % (c) Timios Promissory Note During the first quarter of 2022, Timios purchased mortgage notes at a fair value of $0.5 million, the notes bear interest of 3.5% and 4.875%. The notes mature August 2043 and December 2049. Installments for the loans are approximately $3,000. There was no interest recorded for the three and six months ended June 2022. |
Acquisitions and Divestitures_6
Acquisitions and Divestitures (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Schedule of assets acquired and liabilities assumed | (Dollars in thousands) Cash paid at closing, including working capital estimates $ 58,140 Fair value of previously held interest 22,183 Fair value of non-controlling interest 24,778 Purchase price $ 105,101 Allocated to: Current assets $ 19,708 Property and equipment, net 1,927 Intangible assets –Customer relationships 14,226 Intangible assets – Development technology 18,603 Intangible assets – Trademark and trade name 14,496 Goodwill 58,643 Other assets 2,775 Current liabilities (16,894) Other liabilities (8,383) Fair value of assets acquired, less liabilities assumed $ 105,101 The table below reflects the Company’s final purchase price allocations of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands): Solectrac US Hybrid Timios WAVE Purchase Price Cash paid at closing, including working capital estimates $ 18,025 $ 30,139 $ 46,576 $ 15,000 Fair value of previously held interest 5,287 — Fair value of common stock — 20,877 — 28,616 Fair value of contingent consideration 1,640 — — 11,418 Total purchase consideration $ 24,952 $ 51,016 $ 46,576 $ 55,034 Purchase Price Allocation Assets acquired Current assets 2,700 3,793 7,292 2,820 Property, plant and equipment 30 5 429 — Other assets 45 52 48 — Intangible assets – tradename 4,210 1,740 8,426 12,630 Intangible assets – lender relationships — — 16,600 — Intangible assets - technology 2,350 5,110 Intangible assets – patents — — — 13,000 Intangible assets - non-compete — 520 — — Intangible assets – licenses — — 1,000 — Indefinite lived title plant — — 500 — Goodwill 17,714 42,218 21,824 35,689 Total assets acquired 27,049 53,438 56,119 64,139 Liabilities assumed: Current liabilities (509) (1,602) (4,306) (4,578) Deferred tax liability (1,588) (820) (5,237) (4,527) Total liabilities assumed (2,097) (2,422) (9,543) (9,105) Net assets acquired $ 24,952 $ 51,016 $ 46,576 $ 55,034 | The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands): Solectrac US Hybrid Timios WAVE Purchase Price Cash paid at closing, including working capital estimates $ 18,025 $ 30,139 $ 46,576 $ 15,000 Fair value of previously held interest 5,287 — Fair value of common stock — 20,877 — 28,616 Fair value of contingent consideration 1,640 — — 11,418 Total purchase consideration 24,952 51,016 46,576 55,034 Purchase Price Allocation Assets acquired Current assets 2,700 3,793 7,292 2,820 Property, plant and equipment 30 5 429 — Other assets 45 52 48 — Intangible assets – tradename 4,210 1,740 8,426 12,630 Intangible assets – lender relationships — — 16,600 — Intangible assets - technology 2,350 5,110 Intangible assets – patents — — — 13,000 Intangible assets - non-compete — 520 — — Intangible assets – licenses — — 1,000 — Indefinite lived title plant — — 500 — Goodwill 17,714 42,218 21,824 35,689 Total assets acquired 27,049 53,438 56,119 64,139 Liabilities assumed: Current liabilities (509) (1,602) (4,306) (4,578) Deferred tax liability (1,588) (820) (5,237) (4,527) Total liabilities assumed (2,097) (2,422) (9,543) (9,105) Net assets acquired $ 24,952 $ 51,016 $ 46,576 $ 55,034 The useful lives of the intangible assets acquired is as follows: Solectrac US Hybrid Timios WAVE Intangible assets – tradename 6 7 15 15 Intangible assets – lender relationships — — 7 — Intangible assets – technology 10 13 — — Intangible assets – patents — — — 14 Intangible assets - non-compete — 5 — — Intangible assets – licenses — — 15 — Weighted average useful life 7.4 11 10 14.5 The following table summarizes the acquisition-date fair value of assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in Tree Technologies recognized. The Company has completed the fair value analysis of the assets acquired, liabilities assumed, the noncontrolling interest, and the contingent consideration, and therefore the adjustments are incorporated in the table below (in thousands): Land use rights $ 27,140 Accounts payable (743) Noncontrolling interest (15,452) Goodwill 468 Marketing and distribution agreement 12,590 Total $ 24,003 The following table summarizes the acquisition-date fair value of assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in DBOT recognized (in thousands): Cash $ 247 Other financial assets 1,686 Financial liabilities (4,411) Noncontrolling interest (105) Goodwill 9,324 Intangible asset – continuing membership agreement 8,255 Intangible asset – customer list 59 Total $ 15,055 |
Schedule of useful lives of the intangible assets acquired | The useful lives of the intangible assets acquired is as follows: Energica Intangible assets – customer relationships 13.0 Intangible assets – development technology 8.0 Intangible assets – trademark and tradename 25.0 Weighted average 14.7 The table below represents the useful lives for the remaining intangibles assets related to the 2021 Acquisitions: Timios Intangible assets – tradename 15 Intangible assets – lender relationships 7 Intangible assets – licenses 15 Weighted average useful life 10 | |
Schedule of estimated amortization expense related to intangible assets | The estimated amortization expense related to these intangible assets for each of the years subsequent to June 30, 2022 is as follows (amounts in thousands): 2022 remaining $ 1,847 2023 3,694 2024 3,694 2025 3,694 2026 3,694 2027 and beyond 26,954 Total $ 43,577 The estimated amortization expense adjusted for the impairment related to the remaining intangible assets for each of the years subsequent to June 30, 2022 is as follows (amounts in thousands): 2022 remaining $ 466 2023 932 2024 933 2025 933 2026 933 2026 and beyond 5,296 Total $ 9,493 The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be Years ending June 30, recognized (excluding the three months ended March 31, 2022) $ 3,180 2023 6,347 2024 6,202 2025 5,500 2026 5,546 2026 and thereafter 57,067 Total $ 83,842 | Excluding the impact of any impairments, the estimated amortization expense related to these intangible assets for each of the years subsequent to December 31, 2021 is as follows (amounts in thousands): 2022 remaining $ 6,511 2023 6,511 2024 6,511 2025 6,511 2026 6,511 2027 and beyond 27,473 Total $ 60,028 The following table summarizes future expected amortization expense (in thousands): Amortization to be Years ending December 31, recognized 2022 $ 4,199 2023 4,183 2024 3,918 2025 3,454 2026 3,404 2027 and thereafter 22,857 Total $ 42,015 |
Summary of unaudited pro forma financial information | Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (Amounts in thousands, except per share and share data) Total revenue $ 34,202 $ 31,853 $ 59,593 $ 66,289 Net loss attributable to IDEX common shareholders (36,565) (8,135) (66,706) (20,145) Earnings (loss) per share Basic and Diluted $ (0.07) $ (0.02) $ (0.13) $ (0.05) Weighted average shares outstanding Basic and Diluted 497,792,525 438,269,237 497,577,331 418,089,587 | Year Ended December December 31, 2021 31, 2020 (Amounts in thousands, except per share and share data) Total revenue $ 117,617 $ 114,588 Net loss attributable to IDEX common shareholders (257,281) (94,097) Earnings (loss) per share Basic and Diluted $ (0.57) $ (0.40) Weighted average shares outstanding Basic and Diluted 447,829,204 232,707,448 The following table summarizes supplemental information on an unaudited pro forma basis, as if the acquisition had been consummated as of January 1, 2019 (in thousands): December 31, 2019 Revenue $ 44,675 Net loss attributable to IDEX common shareholders $ (99,417) |
Accounts Receivable (Tables)_2
Accounts Receivable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Schedule of accounts receivable | The following table summarizes the Company’s accounts receivable (in thousands): June 30, December 31, 2022 2021 Accounts receivable $ 8,192 $ 4,945 Less: allowance for doubtful accounts (1,535) (1,607) Accounts receivable, net $ 6,657 $ 3,338 | The following table provides certain information related to notes receivable consists of the following (in thousands): As of December 31, 2021 Unrealized Unrealized Estimated Cost Interest Gains Losses Impairment Fair Value VIA Note (a) $ 42,500 $ 578 $ — $ — $ — $ 43,078 Inobat Note (b) 11,819 10 — — — 11,829 Total notes receivable $ 54,319 $ 588 $ — $ — $ — $ 54,907 (a) VIA Convertible Promissory Note On August 30, 2021, the Company invested $42.5 million in VIA, in the form of a convertible promissory note. VIA is a leading electric commercial vehicle company with proven advanced electric drive technology, delivering sustainable mobility solutions for a more livable world. VIA designs, manufactures and markets electric commercial vehicles, with superior life-cycle economics, for use across a broad cross-section of the global fleet customer base. The principal amount of the convertible promissory note is $42.5 million, is unsecured, bears interest at an annual rate of 4.0%, and the scheduled maturity date is the earlier of the closing date of the acquisition or one year after the agreement is terminated according to its terms. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The company expects to convert this promissory note in conjunction with the closing of the acquisition of VIA. Management assessed the probability of closing the acquisition in determining the recoverability of the promissory note. The fair value of the VIA convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of the consummation of the acquisition and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2021 Probability 90 % Yield rate 4.0 % (b) Inobat Convertible Promissory Note On December 24, 2021, the Company invested €10.0 million ($11.4 million) in Inobat via a convertible promissory note, that is due December 24, 2022. Inobat specializes in the research, development, manufacture, and provision of innovative electric batteries custom-designed to meet the specific requirements of global mainstream and specialist OEMs within the automotive, commercial vehicle, motorsport, and aerospace sectors. Inobat is a European based battery manufacturer, that has a battery research and development facility and pilot line under development in Slovakia. The principal amount of the convertible promissory note is €10.0 million ($11.4 million) is unsecured, bears interest at an annual rate of 8.0%, and the scheduled maturity date is December 28, 2022. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The fair value of the Inobat convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of a qualified financing and the implied yield rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2021 Probability 50 % Yield rate 17.5 % The following table summarizes the Company’s accounts receivable (in thousands): December 31, December 31, 2021 2020 Accounts receivable, gross $ 4,945 $ 8,619 Less: allowance for doubtful accounts (1,607) (1,219) Accounts receivable, net $ 3,338 $ 7,400 |
Schedule of movement of the allowance for doubtful accounts | The following table summarizes the movement of the allowance for doubtful accounts (in thousands): June 30, December 31, 2022 2021 Balance at the beginning of the period $ (1,607) $ (1,219) Increase in the allowance for doubtful accounts — (350) Effect of change in foreign currency exchange rates $ 72 $ (38) Balance at the end of the period $ (1,535) $ (1,607) | The following table summarizes the movement of the allowance for doubtful accounts (in thousands): December 31, December 31, December 31, 2021 2020 2019 Balance at the beginning of the year $ (1,219) $ — $ — Increase in the allowance for doubtful accounts (350) (1,219) — Effect of change in foreign currency exchange rates (38) — — Balance at the end of the year $ (1,607) $ (1,219) $ — |
Property and Equipment, net (_2
Property and Equipment, net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment | The following table summarizes the Company’s property and equipment (in thousands): June 30, December 31, 2022 2021 Furniture and office equipment $ 2,426 $ 1,432 Vehicle 994 900 Leasehold improvements 3,105 581 Machinery and equipment 2,742 825 Total property and equipment 9,267 3,738 Less: accumulated depreciation (949) (833) Property and equipment, net $ 8,318 $ 2,905 | The following table summarizes the Company’s property and equipment (in thousands): December 31, December 31, 2021 2020 Furniture and office equipment $ 1,432 $ 315 Vehicles 900 229 Leasehold improvements 581 246 Shop equipment 825 — Total property and equipment 3,738 790 Less: accumulated depreciation (833) (460) Property and equipment, net $ 2,905 $ 330 Fintech Village Land $ — $ 2,750 Retirement asset costs - environmental remediation — 4,500 Fintech Village $ — $ 7,250 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of goodwill | The following table summarizes changes in the carrying amount of goodwill (in thousands): Balance as of January 1, 2021 $ 705 Measurement period adjustments 186 Effect of change in foreign currency exchange rates (1) Acquisitions 117,445 Disposal of Grapevine (a) (704) Impairment loss (b,c,d,e) (101,470) Balance as of December 31, 2021 16,161 Acquisitions 58,689 Effect of change in foreign currency exchange rates (2,752) Balance as of June 30, 2022 $ 72,098 (a) During the three months ended June 30, 2021, the Company completed the sale of Grapevine. Refer to Note 8 for additional information. (b) On July 26, 2021, Timios experienced a systems outage that was caused by a cybersecurity incident, which caused disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings. This resulted in an adverse impact on Timios’ revenues in that one significant customer was lost and other customers have reduced their volume. The Company determined that an indicator of potential impairment existed and decided to perform an interim quantitative tangible and intangible asset and goodwill impairment tests for its Timios reporting unit. Based on the results of this interim quantitative impairment test, the fair value of the Timios reporting unit was below the carrying value of its net assets. The decline in the fair value of the Timios reporting unit resulted from the cybersecurity event described above, which lowered the projected revenue and profitability levels of the reporting unit. The fair value of the Timios reporting unit was based on the income approach. Under the income approach, the Company estimated the fair value of the reporting unit based on the present value of estimated future cash flows which are level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management’s estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. The Company based the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the Timios’ ability to execute on the projected cash flows. The fair value of Timios’ reporting unit is based on management’s best estimates, and should actual results differ from those estimates, future impairment charges may be required in future periods. The quantitative analysis indicated that the carrying amount of the Timios reporting unit exceeded its fair value by $19.5 million. As a result, the Company recorded a goodwill impairment charge of $5.6 $0.7 $13.2 (c) For the year ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on WAVE’s business forecasts. The projections have negatively impacted WAVE’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $35.7 (d) For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on US Hybrid’s business forecasts. The projections have negatively impacted US Hybrid’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $42.2 (e) For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on Solectrac’s business forecasts. The projections have negatively impacted Solectrac’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $17.7 As reported in Note 1 the Company restated its condensed consolidated financial statements, including errors in determining the estimated fair value of acquired intangible assets in its purchase price allocation for its 2021 acquisitions. The cumulative impact of these errors resulted in less fair value being attributed to identifiable intangible assets and additional value attributed to goodwill. Refer to the Amended Form 10-Q’s as of and for the three months ended March 31, 2021 and as of and for the three and six months ended June 30, 2021 that have been filed with the SEC on November 22, 2021. | |
Schedule of amortizing and indefinite lived intangible assets | The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): June 30, 2022 December 31, 2021 Weighted Average Remaining Gross Gross Useful Life Carrying Accumulated Impairment Net Carrying Accumulated Impairment Net (in years) Amount Amortization Loss Balance Amount Amortization Loss Balance Amortizing Intangible Assets Continuing membership agreement (a) 17 $ 1,179 $ (665) $ — $ 514 $ 1,179 $ (649) $ — $ 530 Patents, trademarks and brands (d,f,h,i) 38.2 22,509 (1,050) (1,132) 20,327 39,820 (2,715) (30,492) 6,613 Customer relationships 14.2 13,558 (339) — 13,219 — Land use rights (c) 96.5 25,672 (519) — 25,153 27,102 (411) — 26,691 Licenses (d) 13.5 1,000 (99) — 901 1,000 (65) — 935 Lender relationships (d) 5.5 16,600 (1,836) (12,551) 2,213 16,600 (1,638) (12,550) 2,412 Internally developed software (e) 2.1 765 (149) — 616 452 (76) — 376 Software (h,j) 11.7 4,491 (736) — 3,755 4,492 (178) — 4,314 Non-compete (i) 0 — — — — 520 (57) (463) — Technology (h,i) 7.7 17,730 (692) — 17,038 7,460 (347) (7,113) — Assembled workforce 1.4 150 (44) — 106 150 (6) — 144 Total 103,654 (6,129) (13,683) 83,842 98,775 (6,142) (50,618) 42,015 Indefinite lived intangible assets Timios Title plant (d) 500 — — 500 500 — — 500 Website name 25 — — 25 25 — — 25 Title License 6 — (6) — 6 — — 6 Patent — — — — — — — — Total $ 104,185 $ (6,129) $ (13,689) $ 84,367 $ 99,306 $ (6,142) $ (50,618) $ 42,546 (a) During the three months ended September 30, 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 mentioned above, 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. The Company also recorded an impairment loss of $30,000 related to DBOT’s customer list. Refer to Note 7 for additional information related to the acquisition. (b) During the three months ended December 31, 2021, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. As part of the acquisition, Tree Technologies acquired an exclusive right to market and distribute the EVs manufactured by Tree Manufacturing. Upon acquisition, the fair value of this agreement was determined to be $11.3 million. In the three months ended December 31, 2020, Tree Technologies obtained a domestic EV manufacturing license in Malaysia; and therefore determined it would not purchase vehicles from Tree Manufacturing. The Company subsequently severed all commercial relationships with Tree Manufacturing. Accordingly, the Company determined there was no underlying value to the marketing and distribution agreement, and recorded an impairment loss of $12.5 million. Refer to Note 7 for additional information related to the acquisition. (c) During the three months ended March 31, 2022, the Company completed the acquisition of 100.0% interest in Timios. Refer to Note 7 for additional information related to the acquisition. (d) Relates to software development costs capitalized during the three months ended September 30, 2021 at Timios. The asset was placed into service in July 2021. (e) During three months ended March 31, 2021, the Company completed the acquisition of 100.0% interest in WAVE. Refer to Note 7 for additional information related to the acquisition. (f) During the three months ended June 30, 2021, the Company completed a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine. (g) During three months ended June 30, 2021, the Company completed the acquisition of privately held Solectrac. Solectrac develops 100% battery-powered, all-electric tractors for agriculture and utility operations. Refer to Note 7 for additional information related to the acquisition. (h) During three months ended June 30, 2021, the Company completed the acquisition of privately held US Hybrid Corporation. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components. Refer to Note 7 for additional information related to the acquisition. (i) Relates to software costs capitalized during the nine months ended September 30, 2021. | The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): December 31, 2021 December 31, 2020 Weight Average Gross Gross Remaining Carrying Accumulated Impairment Net Carrying Accumulated Net Useful Life Amount Amortization Loss Balance Amount Amortization Balance Amortizing Intangible Assets Influencer network (a,g) — $ — $ — $ — $ — $ 1,137 $ (462) $ 675 Customer contract (a,g) — — — — — 500 (389) 111 Continuing membership agreement (b) 17.5 1,179 (649) — 530 1,179 (619) 560 Patents, trademarks and brands (a,d,g,f,h,i) 57.0 39,820 (2,715) (30,492) 6,613 110 (17) 93 Technology platform (a,g) — — — — — 290 (97) 193 Land use rights (c) 97.0 27,102 (411) — 26,691 28,162 (142) 28,020 Licenses (d) 14.0 1,000 (65) — 935 — — — Lender relationships (d) 6.0 16,600 (1,638) (12,550) 2,412 — — — Internally developed software (e) 2.6 452 (76) — 376 — — — Software (h,j) 13.7 4,492 (178) — 4,314 — — — Non-compete (i) 4.5 520 (57) (463) — — — — Technology (h,i) 21.9 7,460 (347) (7,113) — — — — Assembled workforce 1.9 150 (6) — 144 — — — Total 98,775 (6,142) (50,618) 42,015 31,378 (1,726) 29,652 Indefinite lived intangible assets Title plant (d) 500 — — 500 — — — Website name 25 — — 25 25 — 25 Title License 6 — — 6 — — — Patent — — — — 28 — 28 Total $ 99,306 $ (6,142) $ (50,618) $ 42,546 $ 31,431 $ (1,726) $ 29,705 (a) During the three months ended September 30, 2018, the Company completed the acquisition of 65.7% share of Grapevine. Refer to Note 8. In connection with the previously mentioned 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. As a result of this analysis of the influencer network, the Company also determined that the remaining useful life of the influencer network should be reduced to two years, effective January 1, 2021. (b) During the three months ended September 30, 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 mentioned above, 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. The Company also recorded an impairment loss of $30,000 related to DBOT’s customer list. Refer to Note 8 for additional information related to the acquisition. (c) During the three months ended December 31, 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. As part of the acquisition, Tree Technologies acquired an exclusive right to market and distribute the EVs manufactured by Tree Manufacturing. Upon acquisition, the fair value of this agreement was determined to be $11.3 million. In the three months ended December 31, 2020, Tree Technologies obtained a domestic EV manufacturing license in Malaysia; and therefore determined it would not purchase vehicles from Tree Manufacturing. The Company subsequently severed all commercial relationships with Tree Manufacturing. Accordingly, the Company determined there was no underlying value to the marketing and distribution agreement, and recorded an impairment loss of $12.5 million. Refer to Note 8 for additional information related to the acquisition. (d) During the three months ended March 31. 2021, the Company completed the acquisition of 100.0% interest in Timios. Refer to Note 8 for additional information related to the acquisition. (e) Relates to software development costs capitalized during the three months ended September 30, 2021 at Timios. The asset was placed into service in July 2021. (f) During three months ended March 31, 2021, the Company completed the acquisition of 100% interest in WAVE. Refer to Note 8 for additional information related to the acquisition. (g) During the three months ended June 30, 2021, the Company completed a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine. (h) During three months ended June 30, 2021, the Company completed the acquisition of privately held Solectrac. Solectrac develops 100% battery-powered, all-electric tractors for agriculture and utility operations. Refer to Note 8 for additional information related to the acquisition. (i) During three months ended June 30, 2021, the Company completed the acquisition of privately held US Hybrid Corporation. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components. Refer to Note 8 for additional information related to the acquisition. (j) Relates to software costs capitalized during the three months ended September 30, 2021. |
Schedule of estimated amortization expense related to intangible assets | The estimated amortization expense related to these intangible assets for each of the years subsequent to June 30, 2022 is as follows (amounts in thousands): 2022 remaining $ 1,847 2023 3,694 2024 3,694 2025 3,694 2026 3,694 2027 and beyond 26,954 Total $ 43,577 The estimated amortization expense adjusted for the impairment related to the remaining intangible assets for each of the years subsequent to June 30, 2022 is as follows (amounts in thousands): 2022 remaining $ 466 2023 932 2024 933 2025 933 2026 933 2026 and beyond 5,296 Total $ 9,493 The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be Years ending June 30, recognized (excluding the three months ended March 31, 2022) $ 3,180 2023 6,347 2024 6,202 2025 5,500 2026 5,546 2026 and thereafter 57,067 Total $ 83,842 | Excluding the impact of any impairments, the estimated amortization expense related to these intangible assets for each of the years subsequent to December 31, 2021 is as follows (amounts in thousands): 2022 remaining $ 6,511 2023 6,511 2024 6,511 2025 6,511 2026 6,511 2027 and beyond 27,473 Total $ 60,028 The following table summarizes future expected amortization expense (in thousands): Amortization to be Years ending December 31, recognized 2022 $ 4,199 2023 4,183 2024 3,918 2025 3,454 2026 3,404 2027 and thereafter 22,857 Total $ 42,015 |
Long-term Investments (Tables_2
Long-term Investments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Schedule of long-term investments | The following table summarizes the Company’s long-term investments (in thousands): June 30, December 31, 2022 2021 Non-marketable equity investments $ 10,569 $ 7,500 Equity method investments 14,949 28,088 Total $ 25,518 $ 35,588 | The following table summarizes the composition of long-term investments (in thousands): December 31, December 31, 2021 2020 Non-marketable equity investments $ 7,500 $ 4,787 Equity method investments 28,088 3,700 Total $ 35,588 $ 8,487 |
Schedule of long term investment under equity method | The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands): June 30, 2022 Dilution loss Reclassification due to January 1, Income (loss) to equity Reclassification investee share June 30, 2021 Addition on investment method investee to subsidiaries issuance 2022 Energica (b) 12,329 — (1,031) — (11,298) — — FNL Technologies (c) 2,856 — (454) — — — 2,362 MDI Fund (d) 3,765 127 (77) — — — 3,815 PEA (f) 9,138 (366) — — — 8,772 Total $ 28,088 $ 127 $ (1,928) $ — $ (11,298) $ — $ 14,949 | The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands): December 31, 2021 Income (loss) Reclassification Dilution loss January 1, on Reclassification Impairment to equity method due to investee December 31, 2021 Addition investment to subsidiaries losses investee share issuance 2021 Solectrac (a) $ 2,556 $ — $ (153) $ (2,372) $ — $ — $ (31) $ — Energica (b) — 13,555 (1,226) — — — — 12,329 FNL (c) — 3,505 (899) — — 250 — 2,856 MDI Fund (d) — 4,646 (881) — — — — 3,765 TM2 (e) 1,144 7,226 (506) — (7,864) — — — PEA (f) — 9,138 — — — — — 9,138 Total $ 3,700 $ 38,070 $ (3,665) $ (2,372) $ (7,864) $ 250 $ (31) $ 28,088 December 31, 2020 Income (loss) Reclassification Dilution loss January 1, on Reclassification Impairment to equity method due to investee December 31, 2020 Addition investment to subsidiaries losses investee share issuance 2020 TM2 (e) $ 1,227 $ — $ (83) $ — $ — $ — $ — $ 1,144 Intelligenta (g) $ 9,800 $ — $ — $ — $ (9,800) $ — $ — $ — Glory (h) 6,854 — (4) — (6,850) — — — Solectrac (a) — 2,600 (44) — — — — 2,556 Total $ 17,881 $ 2,600 $ (131) $ — $ (16,650) $ — $ — $ 3,700 |
Leases (Tables)_2
Leases (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Schedule of components of lease expense | The following table summarizes the components of lease expense (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Operating lease cost $ 1,192 $ 279 $ 2,241 $ 448 Short-term lease cost 155 170 359 259 Sublease income — — — — Total $ 1,347 $ 449 $ 2,600 $ 707 The following table summarizes supplemental information related to leases (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,172 $ 311 $ 2,215 $ 476 Right of use assets obtained in exchange for new operating lease liabilities 150 2,955 6,895 4,718 | The following table summarizes the components of lease expense (in thousands): Year Ended December 31, December 31, December 31, 2021 2020 2019 Operating lease cost $ 1,764 $ 1,600 $ 1,708 Short-term lease cost 720 349 317 Sublease income — (74) (42) Total $ 2,484 $ 1,875 $ 1,983 The following table summarizes supplemental information related to leases (in thousands): Year Ended December 31, December 31, December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,856 $ 991 $ 1,407 Right-of-use assets obtained in exchange for new operating lease liabilities 14,293 486 935 |
Schedule of maturity of operating lease liability | The following table summarizes the maturity of operating lease liabilities (in thousands): Leased Property June 30, 2022 Costs 2022 (excluding the six months ended June 30, 2022 $ 2,353 2023 4,666 2024 3,534 2025 3,054 2026 2,503 2026 and thereafter 4,031 Total lease payments 20,141 Less: interest (2,577) Total $ 17,564 | The following table summarizes the maturity of operating lease liabilities (in thousands): Leased Property Years ending December 31 Costs 2022 $ 3,629 2023 3,647 2024 2,728 2025 2,281 2026 1,685 2027 and thereafter 222 Total lease payments 14,192 Less: Interest (1,459) Total $ 12,733 |
Promissory Notes (Tables)_2
Promissory Notes (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Notes Payable, Current [Abstract] | ||
Schedule of of outstanding convertible notes | The following table summarizes the outstanding promissory notes as of June 30, 2022 and December 31, 2021 (dollars in thousands): June 30, December 31, 2022 2021 Interest Rate Principal Amount Carrying Amount* Principal Amount Carrying Amount* Convertible Debenture (a) 4% $ 33,333 $ 33,437 $ 57,500 $ 57,809 Small Business Association Paycheck Protection Program (c) 1% 265 265 311 312 Energica lending arrangements 0.05% - 4.5% 5,042 — — Total $ 33,598 38,744 $ 57,811 58,121 Less: Current portion (37,028) (58,121) Long-term Note, less current portion $ 1,716 $ — * Carrying amount includes the accrued interest and approximates the fair value because of the short term nature of these instruments. During the year ended December 31, 2021, the Company issued several convertible debt instruments to YA II PN, the terms of which are summarized in the following table (principal and gross proceeds in thousands): YA II PN Note 1 YA II PN Note 2 YA II PN Note 3 YA II PN Note 4 Principal $ 37,500 $ 37,500 $ 65,000 $ 80,000 Gross proceeds $ 37,500 $ 37,500 $ 65,000 $ 80,000 Interest rate 4.0 % 4.0 % 4.0 % 4.0 % Conversion price $ 2.00 $ 3.31 $ 4.12 $ 4.95 Maturity dates July 4, 2021 July 15, 2021 July 28, 2021 August 8, 2021 | The following is the summary of outstanding promissory notes as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Principal Carrying Principal Carrying Interest rate Amount Amount* Amount Amount* Convertible Debenture (a) 4.0 % $ 57,500 $ 57,809 $ — $ — Vendor Note Payable (b) 0.25%-4 % — — 105 105 Small Business Association Paycheck Protection Program (c) 1.0 % 311 312 460 463 Total $ 57,811 58,121 $ 565 568 Less: Current portion (58,121) (568) Long-term Note, less current portion $ — $ — Ties to *Carrying amount includes the accrued interest and approximates the fair value because of the short-term nature of these instruments. During the year ended December 31, 2021, the Company issued several convertible debt instruments to YA II PN, the terms of which are summarized in the following table (principal and gross proceeds in thousands): YA II PN Note 1 YA II PN Note 2 YA II PN Note 3 YA II PN Note 4 Principal $ 37,500 $ 37,500 $ 65,000 $ 80,000 Gross proceeds $ 37,500 $ 37,500 $ 65,000 $ 80,000 Interest rate 4.0 % 4.0 % 4.0 % 4.0 % Conversion price $ 2.00 $ 3.31 $ 4.12 $ 4.95 Maturity dates July 4, 2021 July 15, 2021 July 28, 2021 August 8, 2021 |
Stockholders' Equity, Convert_2
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of activity for the redeemable non-controlling interest | The following table summarizes activity for the redeemable non-controlling interest (in thousands): Six months ended June 30, 2022 June 30, 2021 Beginning balance $ — $ 7,485 Initial investment — — Accretion of dividend — 231 Loss attributable to non-controlling interest — (175) Adjustment to redemption value — 175 Ending balance $ — $ 7,716 | The following table summarizes activity for the redeemable non-controlling interest for the years ended December 31, 2021 and 2020 (in thousands): January 1, 2020 Initial investment $ 7,047 Accretion of dividend 438 Loss attributable to non-controlling interest (135) Adjustment to redemption value 135 December 31, 2020 7,485 Accretion of dividend 464 Loss attributable to non-controlling interest (206) Adjustment to redemption value 206 Settlement (7,949) December 31, 2021 $ — |
Share-Based Compensation (Tab_2
Share-Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of stock option activity | Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at January 1, 2022 21,843,781 $ 1.74 — $ — Granted 1,605,000 1.01 — — Expired (627,964) 2.54 — — Forfeited (195,494) 2.30 — — Outstanding at June 30, 2022 22,625,323 1.67 8.06 791,894 Vested as of June 30, 2022 17,132,533 1.51 7.70 791,894 Expected to vest as of June 30, 2022 5,492,790 2.16 9.17 — | The following table summarizes stock option activity for the years ended December 31, 2021 and 2020: Weighted Weighted Average Average Remaining Aggregated Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at December 31, 2019 14,936,726 $ 2.13 — $ — Granted 15,854,166 0.60 — — Exercised (2,421,657) 0.78 — 2,421,499 Expired (1,682,658) 2.72 — — Forfeited (1,599,161) 1.58 — — Outstanding at December 31, 2020 25,087,416 1.29 7.92 18,554,241 Granted 9,562,000 2.49 — — Exercised (5,589,084) 1.50 — 7,731,175 Expired (2,966,509) 1.69 — — Forfeited (4,250,042) 1.10 — — Outstanding at December 31, 2021 21,843,781 1.74 8.06 4,596,393 Vested as of December 31, 2021 14,264,369 1.53 7.71 3,927,341 Expected to vest as of December 31, 2021 7,579,412 2.15 9.37 669,052 |
Schedule of assumptions used to estimate the fair values of share options granted | Six Months Ended June 30, 2022 June 30, 2021 Expected term (in years) 5.51-5.53 5.51-5.54 Expected volatility 123%-124 % 120%-122 % Expected dividend yield — % — % Risk free interest rate 1.69%-2.87 % 0.51%-1.01 % | For the options with performance and service conditions, the assumptions used to estimate the fair values of the stock options granted in the year ended December 31, 2021, 2020 and 2019 are as follows: Year ended December 31, December 31, December 31, 2021 2020 2019 Expected term (in years) 4.79-7.17 5.15-5.52 5.52 Expected volatility 112%-130% 101%-122% 98% Expected dividend yield — —% —% Risk free interest rate 0.51%-1.29% 0.39%-0.44% 2.51% For the options with market conditions, the assumptions used to estimate the fair values of the stock options granted in the year ended December 31, 2021 as follows: Expected term (in years) 1.88 Expected volatility 106.92 % Expected dividend yield — % Risk free interest rate 1.31 % |
Schedule of warrants outstanding and exercisable | December 31, June 30, 2022 2021 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 550,000 700,000 2.50 July 1, 2022 - October 1, 2022 Service provider 100,000 100,000 7.50 January 1, 2023 Service provider 100,000 100,000 9.00 January 1, 2023 Total 950,000 1,100,000 | A summary of the warrants is as follows: 2021 2020 Number of Number of Warrants Warrants Outstanding Outstanding and 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 providers 100,000 — 7.50 January 1, 2023 Service providers 100,000 — 9.00 January 1, 2023 1,100,000 900,000 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted earnings (loss) per common share | The following table summarizes the Company’s earnings (loss) per share for the six months ended June 30, 2022 and 2021 (USD in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Net earnings (loss) attributable to common stockholders $ (37,767) $ (6,695) $ (66,278) $ (13,178) Basic weighted average common shares outstanding 497,792,525 433,098,279 497,577,331 412,230,966 Effect of dilutive securities Convertible preferred shares- Series A — — — — Convertible promissory notes — — — — Diluted potential common shares 497,792,525 433,098,279 497,577,331 412,230,966 Earnings (loss) per share: Basic $ (0.08) $ (0.02) $ (0.13) $ (0.03) Diluted $ (0.08) $ (0.02) $ (0.13) $ (0.03) | The following table summarizes the Company’s earnings (loss) per share (USD in thousands, except per share amounts): For the year ended December 31, 2021 December 31, 2020 December 31, 2019 Net loss attributable to Ideanomics, Inc. common stockholders $ (256,011) $ (101,264) $ (98,508) Basic Basic weighted average common shares outstanding 447,829,204 213,490,535 119,766,859 Diluted Diluted weighted average common shares outstanding 447,829,204 213,490,535 119,766,859 Net loss per share: Basic $ (0.57) $ (0.47) $ (0.82) Diluted $ (0.57) $ (0.47) $ (0.82) |
Schedule of computation of diluted loss per share | The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands): June 30, December 31, 2022 2021 Warrants 950 1,100 Options and RSUs 22,640 21,859 Series A Preferred Stock 933 933 Contingent shares 1,491 1,491 Convertible promissory note and interest 17,786 30,585 Total 43,800 55,968 | The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in our losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands.) December 31, December 31, December 31, 2021 2020 2019 Warrants 1,100 900 8,996 Options and RSUs 21,859 25,172 14,937 Series A Preferred Stock 933 933 933 Contingent shares 1,491 1,013 8,501 Convertible promissory note and interest 30,585 — 21,678 Total 55,968 28,018 55,045 |
Contingent Consideration (Tab_2
Contingent Consideration (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of financial instruments measured at fair value on a recurring basis | The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands): June 30, 2022 Level I Level II Level III Total DBOT - Contingent consideration1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration2 — — 119 119 Solectrac - Contingent consideration3 — — 100 100 Total $ — $ — $ 868 $ 868 December 31, 2021 Level I Level II Level III Total DBOT - Contingent consideration1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration2 — — 250 250 Solectrac - Contingent consideration3 — — $ 100 100 Total $ — $ — $ 999 $ 999 1 This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration as of June 30, 2022 was valued using the Black-Scholes Merton method. The Company issued 11.3 million shares during the year ended December 31, 2021 and partially satisfied this liability. No shares have been issued in the six months ended June 30, 2022. 2 This represents the liability incurred in connection with the acquisition of Tree Technology shares during the three months ended December 31, 2019 and as subsequently remeasured as of December 31, 2021 and 2020. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach. 3 This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. | The following table summarizes information about the Company’s contingent consideration arrangements 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): December 31, 2021 Level 1 Level 2 Level 3 Total DBOT - Contingent Considerationa $ — $ — $ 649 $ 649 Tree Technology - Contingent Considerationb — — 250 250 Solectrac - Contingent Considerationc — — 100 100 Total $ — $ — $ 999 $ 999 December 31, 2020 Level 1 Level 2 Level 3 Total DBOT - Contingent Considerationa $ — $ — $ 649 $ 649 Tree Technology - Contingent Considerationb — — 250 250 Total $ — $ — $ 899 $ 899 Note a. This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration was valued using the Black-Scholes Merton method. The Company issued 13.1 million shares during the year ended December 31, 2020 and partially satisfied this liability. No shares have been issued in the year ended December 31, 2021. b. This represents the liability incurred in connection with the acquisition of Tree Technologies during the three months ended December 31, 2019 and as subsequently remeasured as of December 31, 2021 and 2020. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach. c. This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. |
Summary of significant inputs and assumptions | December 31, June 30, 2022 2021 Risk-free interest rate 0.1 % 1.6 % Expected volatility 30 % 30 % Expected term (years) 0.08 0.25 Expected dividend yield — % — % December 31, June 30, 2022 2021 Weighted-average cost of capital 15.0 % 15.0 % Probability 5%-10 % 5%-10 % June 30, 2022 Risk-free interest rate 1.9 % Expected volatility 25.0 % Expected discount rate 18.7 % | March 31, December 31, 2020 2019 Risk-free interest rate 0.1 % 1.6 % Expected volatility 30 % 30 % Expected term (years) 0.08 0.25 Expected dividend yield — % — % The following table summarizes the significant inputs and assumptions used in the probability-weighted discounted cash flow approach: December 31, December 31, 2021 2020 Weighted-average cost of capital 15.0 % 15.0 % Probability 5%‑10 % 20%‑55 % December 31, 2021 Risk-free interest rate 3.4 % Expected volatility 25.0 % Expected discount rate 13.1 % |
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, 2022 $ 999 Remeasurement loss/(gain) recognized in the statement of operations (131) June 30, 2022 $ 868 | The following table summarizes the reconciliation of contingent consideration measured using Level 3 inputs (in thousands): Contingent Consideration January 1, 2019 $ — Addition 19,562 Measurement period adjustment 5,094 December 31, 2020 24,656 Measurement period adjustment (1,990) Settlement (8,203) Remeasurement loss/(gain) recognized in the income statement (5,503) December 31, 2020 8,960 Addition 1,639 Net remeasurement loss/(gain) recognized in the income statement (9,600) December 31, 2021 $ 999 |
Nature of Operations and Summ_4
Nature of Operations and Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands, € in Millions, shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Sep. 15, 2022 shares | Sep. 02, 2022 shares | Sep. 01, 2022 shares | Aug. 29, 2022 USD ($) D $ / shares | Feb. 09, 2022 USD ($) | Feb. 09, 2022 EUR (€) | Oct. 25, 2021 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2021 item | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) item segment | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Mar. 31, 2022 | Mar. 07, 2022 | Dec. 31, 2021 item | Dec. 31, 2021 subsidiary | Sep. 15, 2021 | Mar. 03, 2021 | |
Acquisitions and Divestitures | ||||||||||||||||||||||
Number of operating segments | segment | 1 | 1 | ||||||||||||||||||||
Number of business units | item | 7 | 7 | ||||||||||||||||||||
Number of businesses acquired | item | 4 | 1 | 4 | |||||||||||||||||||
Number of pillars for electric vehicles | item | 3 | |||||||||||||||||||||
Escrow desposit | $ 60,300 | € 52.5 | ||||||||||||||||||||
Warranty liability | $ 600 | $ 600 | $ 500 | |||||||||||||||||||
Cash and cash equivalents | 85,508 | 85,508 | 269,863 | $ 165,764 | ||||||||||||||||||
Number of subsidiaries requiring capital liquidity requirements | 2 | 2 | ||||||||||||||||||||
Capital liquidity requirements from subsidiaries | 2,200 | |||||||||||||||||||||
Accounts payable and accrued expenses | 15,600 | |||||||||||||||||||||
Other current liabilities | 12,792 | 12,792 | 7,137 | 2,235 | ||||||||||||||||||
Current contingent consideration | 722 | 722 | 648 | 1,325 | ||||||||||||||||||
Current portion of operating lease liabilities | 3,926 | 3,926 | 3,086 | 115 | ||||||||||||||||||
Payments of short-term and long-term debt | 58,100 | |||||||||||||||||||||
Net loss | (39,273) | $ (6,847) | (68,364) | $ (13,450) | (256,725) | (111,581) | $ (96,829) | |||||||||||||||
Accumulated deficit | (672,037) | $ (672,037) | $ (605,758) | (349,747) | ||||||||||||||||||
Number of additional businesses acquired | item | 2 | 2 | ||||||||||||||||||||
Principal | $ 33,598 | $ 33,598 | $ 57,811 | 565 | ||||||||||||||||||
Interest rate in event of default | 18% | 18% | ||||||||||||||||||||
Negative cash flow from operating activities | $ 82,369 | $ 10,370 | 75,530 | $ 41,468 | $ 13,784 | |||||||||||||||||
Subsequent Event | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Escrow desposit | 60,300 | 52.5 | ||||||||||||||||||||
Cash and cash equivalents | $ 85,500 | $ 85,500 | 85,500 | |||||||||||||||||||
Negative cash flow from operating activities | $ 81,800 | |||||||||||||||||||||
Subsequent Event | Standby Equity Purchase Agreement | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Number of shares issued (in shares) | shares | 150 | 60 | 60 | |||||||||||||||||||
Transaction period | 36 months | 36 months | ||||||||||||||||||||
Purchase price equal to percentage of market price | 95% | 95% | ||||||||||||||||||||
Shares issued as a percentage of outstanding stock | 19.90% | 5% | ||||||||||||||||||||
Subsequent Event | Maximum | Standby Equity Purchase Agreement | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Number of shares issued (in shares) | shares | 5 | |||||||||||||||||||||
Convertible Debenture | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Principal and accrued and unpaid interest | 17,600 | |||||||||||||||||||||
Convertible Debenture | Convertible Debt | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Interest rate in event of default | 18% | |||||||||||||||||||||
YA II PN, Ltd | Convertible Debenture | Subsequent Event | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.50 | |||||||||||||||||||||
Convertible notes payable | $ 16,700 | |||||||||||||||||||||
Threshold percentage | 85% | |||||||||||||||||||||
Threshold consecutive trading days | D | 7 | |||||||||||||||||||||
Conversion price of common stock | $ / shares | $ 0.20 | |||||||||||||||||||||
YA II PN, Ltd | Convertible Debenture | Convertible Debt | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Principal | $ 75,000 | |||||||||||||||||||||
Total purchase price in asset acquisition | $ 75,000 | |||||||||||||||||||||
Interest rate | 4% | |||||||||||||||||||||
Interest rate in event of default | 18% | |||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.88 | |||||||||||||||||||||
Redemption of unpaid principal per month | $ 8,300 | |||||||||||||||||||||
Principal and accrued and unpaid interest | 17,500 | |||||||||||||||||||||
Convertible notes payable | 57,500 | |||||||||||||||||||||
Other Commitment, Aggregate Committed Investment | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Investments | 25,000 | |||||||||||||||||||||
Investment Funding | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Investments to be called at any time | 20,400 | |||||||||||||||||||||
Consolidated Entities | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Number of operating segments | segment | 1 | |||||||||||||||||||||
Number of business units | item | 2 | |||||||||||||||||||||
Cash and cash equivalents | 400 | |||||||||||||||||||||
PRC | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Cash and cash equivalents | 11,800 | |||||||||||||||||||||
PRC | Subsequent Event | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Cash and cash equivalents | 12,200 | 12,200 | $ 12,200 | |||||||||||||||||||
PRC | Consolidated Entities | Subsequent Event | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Cash and cash equivalents | $ 2,200 | $ 2,200 | $ 2,200 | |||||||||||||||||||
Energica | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Equity method investment, ownership percentage | 20% | |||||||||||||||||||||
Escrow desposit | $ 60,300 | € 52.5 | ||||||||||||||||||||
Percentage threshold | 90% | |||||||||||||||||||||
Energica | Forecast | Subsequent Event | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Equity method investment, ownership percentage | 70% | |||||||||||||||||||||
Energica | Energica Founders | Forecast | Subsequent Event | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Equity method investment, ownership percentage | 29% | |||||||||||||||||||||
Energica Motor Company, Inc. | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Equity method investment, ownership percentage | 20% | 20% | ||||||||||||||||||||
Percentage threshold | 90% | |||||||||||||||||||||
Energica Motor Company, Inc. | Subsequent Event | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Percentage threshold | 90% | |||||||||||||||||||||
Energica Motor Company, Inc. | Forecast | Subsequent Event | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Equity method investment, ownership percentage | 70% | 70% | ||||||||||||||||||||
Energica Motor Company, Inc. | Energica Founders | Forecast | Subsequent Event | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Equity method investment, ownership percentage | 29% | 29% | ||||||||||||||||||||
VIA Motors International, Inc. | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Percentage of ownership interest acquired | 100% | 100% | ||||||||||||||||||||
Purchase price | $ 630,000 | |||||||||||||||||||||
Cash paid at closing, including working capital estimates | 450,000 | $ 62,900 | ||||||||||||||||||||
Fair value of contingent consideration | $ 180,000 | |||||||||||||||||||||
VIA Motors International, Inc. | Forecast | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Percentage of ownership interest acquired | 100% | |||||||||||||||||||||
Purchase price | $ 630,000 | |||||||||||||||||||||
Cash paid at closing, including working capital estimates | 450,000 | |||||||||||||||||||||
Fair value of contingent consideration | 180,000 | |||||||||||||||||||||
Bridge loan to related party | 11,700 | |||||||||||||||||||||
Transaction fees | 45,000 | |||||||||||||||||||||
Operational and capital funding | $ 260,000 |
Nature of Operations and Summ_5
Nature of Operations and Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw materials | $ 3,555 | $ 245 | |
Work in progress | 14,319 | 90 | |
Finished goods | 5,896 | 5,824 | |
Total | $ 23,770 | $ 6,159 | $ 0 |
Immaterial Corrections of Pr_10
Immaterial Corrections of Prior Period Condensed Consolidated Financial Statements - Narrative (Details) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 26, 2019 |
Tree Technologies | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Percentage of ownership interest acquired | 51% | 51% | 51% | 51% |
Immaterial Corrections of Pr_11
Immaterial Corrections of Prior Period Condensed Consolidated Financial Statements - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenue | $ 34,202 | $ 30,128 | $ 59,593 | $ 60,066 | $ 114,080 | $ 26,759 | $ 44,566 | ||
Total cost of revenue | 32,713 | 21,096 | 58,084 | 40,322 | 90,852 | 24,702 | 1,458 | ||
Gross profit | 1,489 | 9,032 | 1,509 | 19,744 | 23,228 | 2,057 | 43,108 | ||
Selling, general and administrative expenses | 38,750 | 19,780 | 75,845 | 36,669 | 72,825 | 32,399 | 24,862 | ||
Depreciation and amortization | 2,282 | 1,441 | 3,567 | 2,769 | 6,118 | 5,310 | 2,229 | ||
Total operating expenses | 42,326 | 19,055 | 81,670 | 42,776 | 282,785 | 97,701 | 111,682 | ||
Loss from operations | (40,837) | (10,023) | (80,161) | (23,032) | (259,557) | (95,644) | (68,574) | ||
Loss on disposal of subsidiaries, net | (180) | (1,446) | |||||||
Loss on disposal of subsidiaries, net | (42) | (1,234) | (188) | (1,264) | (1,264) | 276 | (952) | ||
Other income, net | 1,696 | 837 | 1,887 | 499 | 1,261 | 6,604 | (433) | ||
Loss before income taxes and non-controlling interest | (38,831) | (8,068) | (66,961) | (21,862) | |||||
Income tax benefit | 147 | 1,682 | 525 | 9,027 | 11,786 | 3,308 | (417) | ||
Income (loss) on investment | (589) | (461) | (1,928) | (615) | (3,665) | (131) | |||
Net loss | (39,273) | (6,847) | (68,364) | (13,450) | (256,725) | (111,581) | (96,829) | ||
Net loss attributable to common shareholders | (39,273) | (6,847) | (68,364) | (13,450) | (256,725) | (111,765) | (97,656) | ||
Net loss attributable to non-controlling interest | 1,506 | 152 | 2,086 | 272 | 714 | 10,501 | (852) | ||
Net earnings (loss) attributable to common stockholders | (37,767) | (6,695) | (66,278) | (13,178) | (256,011) | (101,264) | (98,508) | ||
Foreign currency translation adjustments | (9,012) | $ 1,209 | (40) | $ (693) | (7,803) | (733) | (1,385) | 3,158 | 407 |
Comprehensive loss | (48,285) | (6,907) | (76,167) | (14,203) | (258,110) | (108,423) | (96,422) | ||
Comprehensive loss (gain) attributable to non-controlling interest | 3,385 | 158 | 3,681 | 591 | 2,020 | 9,238 | (844) | ||
Comprehensive loss attributable to Ideanomics, Inc. common shareholders | (44,900) | (6,749) | (72,486) | (13,612) | (256,090) | (99,369) | (98,093) | ||
Sale of products | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenue | 24,534 | 6,957 | 39,411 | 11,472 | 37,009 | 25,128 | 0 | ||
Total cost of revenue | 25,027 | 6,060 | 40,765 | 10,512 | 37,845 | 23,644 | 0 | ||
Sale of services | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenue | 9,589 | 22,795 | 20,049 | 48,004 | 75,766 | 1,631 | 44,566 | ||
Total cost of revenue | $ 7,605 | 14,663 | $ 17,188 | 29,277 | $ 51,562 | 1,058 | $ 1,458 | ||
Previously Reported | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenue | 30,847 | 60,785 | |||||||
Total cost of revenue | 21,545 | 40,642 | |||||||
Gross profit | 9,302 | 20,143 | |||||||
Selling, general and administrative expenses | 20,361 | 37,380 | |||||||
Depreciation and amortization | 1,635 | 2,763 | |||||||
Total operating expenses | 19,830 | 43,481 | |||||||
Loss from operations | (10,528) | (23,338) | (86,879) | ||||||
Loss on disposal of subsidiaries, net | (1,446) | ||||||||
Other income, net | 681 | ||||||||
Loss before income taxes and non-controlling interest | (8,573) | (22,168) | |||||||
Income tax benefit | 1,570 | 8,824 | 0 | ||||||
Income (loss) on investment | (698) | ||||||||
Net loss | (7,465) | (14,042) | (106,043) | ||||||
Net loss attributable to common shareholders | (7,465) | (14,042) | |||||||
Net loss attributable to non-controlling interest | 203 | 367 | |||||||
Net earnings (loss) attributable to common stockholders | (7,262) | (13,675) | (98,400) | ||||||
Foreign currency translation adjustments | (41) | (901) | 3,208 | ||||||
Comprehensive loss | (7,526) | (14,963) | (102,835) | ||||||
Comprehensive loss (gain) attributable to non-controlling interest | 210 | 763 | 6,539 | ||||||
Comprehensive loss attributable to Ideanomics, Inc. common shareholders | (7,316) | (14,200) | |||||||
Previously Reported | Sale of products | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenue | 7,410 | 11,957 | |||||||
Total cost of revenue | 6,591 | 10,945 | |||||||
Previously Reported | Sale of services | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Total cost of revenue | 14,954 | 29,697 | |||||||
Adjustment | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenue | (719) | (719) | |||||||
Total cost of revenue | (449) | (320) | |||||||
Gross profit | (270) | (399) | |||||||
Selling, general and administrative expenses | (581) | (711) | |||||||
Depreciation and amortization | (194) | 6 | |||||||
Total operating expenses | (775) | (705) | |||||||
Loss from operations | 505 | 306 | (8,765) | ||||||
Loss on disposal of subsidiaries, net | 182 | ||||||||
Other income, net | (182) | ||||||||
Loss before income taxes and non-controlling interest | 505 | 306 | |||||||
Income tax benefit | 112 | 203 | 3,308 | ||||||
Income (loss) on investment | 83 | ||||||||
Net loss | 618 | 592 | (5,538) | ||||||
Net loss attributable to common shareholders | 618 | 592 | |||||||
Net loss attributable to non-controlling interest | (51) | (95) | |||||||
Net earnings (loss) attributable to common stockholders | 567 | 497 | (2,864) | ||||||
Foreign currency translation adjustments | 1 | 168 | (50) | ||||||
Comprehensive loss | 619 | 760 | (5,588) | ||||||
Comprehensive loss (gain) attributable to non-controlling interest | (52) | (172) | $ 2,699 | ||||||
Comprehensive loss attributable to Ideanomics, Inc. common shareholders | 567 | 588 | |||||||
Adjustment | Sale of products | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenue | (453) | (485) | |||||||
Total cost of revenue | (531) | (433) | |||||||
Adjustment | Sale of services | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Total cost of revenue | $ (291) | $ (420) |
Immaterial Corrections of Pr_12
Immaterial Corrections of Prior Period Condensed Consolidated Financial Statements - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | $ (39,273) | $ (6,847) | $ (68,364) | $ (13,450) | $ (256,725) | $ (111,581) | $ (96,829) |
Depreciation and amortization | 2,282 | 1,441 | 3,567 | 2,769 | 6,118 | 5,310 | 2,229 |
Income tax benefit | (684) | (9,393) | (12,011) | (3,308) | 0 | ||
Equity in losses of equity method investees | $ 589 | 461 | 1,928 | 615 | 3,665 | 131 | |
Accounts receivable | (2,081) | 4,968 | 5,941 | (6,214) | (2,278) | ||
Inventory | (8,342) | (497) | (4,418) | 0 | 0 | ||
Prepaid expenses and other assets | (4,746) | (7,415) | (13,089) | (6,745) | 2,881 | ||
Accrued expenses, salary and other current liabilities | $ (6,802) | 9,776 | $ 686 | (2,445) | $ 3,718 | ||
Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | (7,465) | (14,042) | (106,043) | ||||
Depreciation and amortization | 1,635 | 2,763 | |||||
Income tax benefit | (9,190) | 0 | |||||
Equity in losses of equity method investees | 698 | ||||||
Accounts receivable | 5,503 | ||||||
Inventory | 379 | ||||||
Prepaid expenses and other assets | (7,711) | ||||||
Accrued expenses, salary and other current liabilities | 8,975 | ||||||
Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | 618 | 592 | (5,538) | ||||
Depreciation and amortization | $ (194) | 6 | |||||
Income tax benefit | (203) | $ (3,308) | |||||
Equity in losses of equity method investees | (83) | ||||||
Accounts receivable | (535) | ||||||
Inventory | (876) | ||||||
Prepaid expenses and other assets | 296 | ||||||
Accrued expenses, salary and other current liabilities | $ 801 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 34,202 | $ 30,128 | $ 59,593 | $ 60,066 | $ 114,080 | $ 26,759 | $ 44,566 |
Revenue recognized | 3,900 | 1,400 | 3,700 | 600 | 600 | 500 | 300 |
Products and services transferred at a point in time | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 33,783 | 29,059 | 58,639 | 58,611 | 110,079 | 26,729 | 3,866 |
Services provided over time | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 419 | 1,069 | 954 | 1,455 | 4,001 | 30 | 40,700 |
Electric vehicles products | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 23,577 | 5,274 | 38,200 | 8,304 | 31,123 | 19,462 | 0 |
Electric vehicles services | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 74 | 75 | 157 | 108 | 204 | 0 | 2,693 |
Charging, batteries and powertrain products | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 956 | 1,683 | 1,210 | 3,168 | 5,886 | 506 | 0 |
Charging, batteries and powertrain services | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 338 | 617 | 790 | 756 | 2,645 | 0 | 0 |
Title and escrow services | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 9,171 | 22,069 | 19,096 | 46,909 | 72,686 | 0 | 0 |
Digital advertising services and other | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 0 | 34 | 0 | 231 | 231 | 1,631 | 1,173 |
Fund raising services | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 7 | 0 | 7 | 0 | |||
Other revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 79 | 376 | 133 | 590 | 1,305 | 0 | 0 |
Grant | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 100 | 400 | 100 | 600 | 1,300 | 0 | 0 |
Malaysia | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 33 | 40 | 50 | 47 | 65 | 83 | 0 |
USA | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 14,372 | 25,014 | 26,132 | 51,889 | 84,303 | 1,631 | 41,873 |
PRC | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 15,647 | 5,074 | 28,882 | 8,130 | $ 29,712 | $ 25,045 | $ 2,693 |
Italy | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 4,150 | $ 0 | $ 4,529 | $ 0 |
Available-for-Sale Securities_4
Available-for-Sale Securities - Information on Securities (Details) $ in Thousands | Jan. 28, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 01, 2022 | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) |
Debt Securities, Available-for-sale [Line Items] | |||||
Cost | $ 18,791 | $ 15,000 | |||
Interest | 902 | 833 | |||
Unrealized Gains | 4 | 4 | |||
Unrealized Losses | (499) | (20) | |||
Impairment | (15,886) | (15,817) | |||
Estimated Fair Value | 3,312 | 0 | |||
Principal | 33,598 | 57,811 | $ 565 | ||
Silk EV Note | Convertible Debt | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Principal | $ 15,000 | ||||
Interest rate | 6% | 6% | |||
Conversion ratio (as a percent) | 0.80 | ||||
Equity and debt securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cost | 3,791 | ||||
Interest | 0 | ||||
Unrealized Gains | 0 | ||||
Unrealized Losses | (479) | ||||
Impairment | 0 | ||||
Estimated Fair Value | 3,312 | ||||
Silk EV | Convertible promissory note and interest | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cost | $ 15,000 | 15,000 | 15,000 | ||
Interest | 902 | 833 | |||
Unrealized Gains | 4 | 4 | |||
Unrealized Losses | (20) | (20) | |||
Impairment | (15,886) | (15,817) | |||
Estimated Fair Value | $ 15,000 | $ 0 | $ 0 |
Notes Receivable from Third P_3
Notes Receivable from Third Parties - Notes Receivable (Details) € in Millions | 3 Months Ended | 6 Months Ended | |||||||||||
Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Aug. 31, 2022 USD ($) | May 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 24, 2021 USD ($) | Dec. 24, 2021 EUR (€) | Aug. 30, 2021 USD ($) | Aug. 30, 2021 EUR (€) | May 20, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Estimated Fair Value | $ 69,830,000 | $ 69,830,000 | $ 54,907,000 | $ 0 | |||||||||
Principal | $ 33,598,000 | $ 33,598,000 | 57,811,000 | $ 565,000 | |||||||||
Via Motor Note | Convertible Debt | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Principal | $ 11,700,000 | $ 42,500,000 | $ 2,200,000 | ||||||||||
Interest rate | 4% | 4% | 4% | 4% | 4% | ||||||||
Proceeds from note receivable repayment | $ 5,100,000 | ||||||||||||
Via Motor Note | Convertible Debt | Subsequent Event | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Principal | $ 12,900,000 | $ 11,700,000 | |||||||||||
Interest rate | 4% | ||||||||||||
Proceeds from note receivable repayment | $ 4,400,000 | ||||||||||||
Timios Promissory Note | Mortgages | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Principal | $ 500,000 | ||||||||||||
VIA Note | Convertible Debt | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Principal | $ 42,500,000 | ||||||||||||
Interest rate | 4% | 4% | |||||||||||
Timios | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Interest | $ 0 | 0 | |||||||||||
Timios | Mortgage Promissory Notes | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Installment amount | 3,000 | ||||||||||||
Timios | 3.5% Mortgage Promissory Notes | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Interest rate | 3.50% | ||||||||||||
Timios | 4.875% Mortgage Promissory Notes | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Interest rate | 4.875% | ||||||||||||
Convertible promissory note and interest | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Cost | 67,640,000 | 67,640,000 | 54,319,000 | ||||||||||
Interest | 1,899,000 | 1,899,000 | 588,000 | ||||||||||
Unrealized Gains | 291,000 | 291,000 | 0 | ||||||||||
Unrealized Losses | 0 | 0 | 0 | ||||||||||
Impairment | 0 | 0 | 0 | ||||||||||
Estimated Fair Value | 69,830,000 | 69,830,000 | 54,907,000 | ||||||||||
Convertible promissory note and interest | VIA Note | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Cost | 48,018,000 | 48,018,000 | 42,500,000 | $ 42,500,000 | |||||||||
Interest | 1,448,000 | 1,448,000 | 578,000 | ||||||||||
Unrealized Gains | 0 | 0 | 0 | ||||||||||
Unrealized Losses | 0 | 0 | 0 | ||||||||||
Impairment | 0 | 0 | 0 | ||||||||||
Estimated Fair Value | 49,466,000 | 49,466,000 | 43,078,000 | ||||||||||
Convertible promissory note and interest | VIA Note | Subsequent Event | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Cost | $ 24,600,000 | ||||||||||||
Convertible promissory note and interest | VIA Note -2 | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Cost | 7,282,000 | 7,282,000 | |||||||||||
Interest | 4,000 | 4,000 | |||||||||||
Unrealized Gains | 0 | 0 | |||||||||||
Unrealized Losses | 0 | 0 | |||||||||||
Impairment | 0 | 0 | |||||||||||
Estimated Fair Value | 7,286,000 | 7,286,000 | |||||||||||
Convertible promissory note and interest | Inobat Note | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Cost | 11,819,000 | 11,819,000 | 11,819,000 | $ 11,400,000 | € 10 | $ 11,400,000 | € 10 | ||||||
Interest | 447,000 | 447,000 | 10,000 | ||||||||||
Unrealized Gains | 291,000 | 291,000 | 0 | ||||||||||
Unrealized Losses | 0 | 0 | 0 | ||||||||||
Impairment | 0 | 0 | 0 | ||||||||||
Estimated Fair Value | 12,557,000 | 12,557,000 | $ 11,829,000 | ||||||||||
Interest rate | 8% | 8% | |||||||||||
Convertible promissory note and interest | Timios | |||||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||||
Cost | 521,000 | 521,000 | |||||||||||
Interest | 0 | 0 | |||||||||||
Unrealized Gains | 0 | 0 | |||||||||||
Unrealized Losses | 0 | 0 | |||||||||||
Impairment | 0 | 0 | |||||||||||
Estimated Fair Value | $ 521,000 | $ 521,000 |
Notes Receivable from Third P_4
Notes Receivable from Third Parties - Valuation Assumptions (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
VIA Motors International, Inc. | Probability | ||
Debt Securities, Available-for-sale [Line Items] | ||
Measurement input | 0.90 | |
VIA Motors International, Inc. | Yield rate | ||
Debt Securities, Available-for-sale [Line Items] | ||
Measurement input | 0.040 | |
Inobat | Probability | ||
Debt Securities, Available-for-sale [Line Items] | ||
Measurement input | 0.50 | 0.50 |
Inobat | Yield rate | ||
Debt Securities, Available-for-sale [Line Items] | ||
Measurement input | 0.175 | 0.175 |
Acquisitions and Divestitures_7
Acquisitions and Divestitures - Narrative (Details) € in Millions, shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Jul. 12, 2022 shares | Mar. 14, 2022 USD ($) | Feb. 09, 2022 USD ($) | Feb. 09, 2022 EUR (€) | Jun. 11, 2021 USD ($) item | Jun. 10, 2021 USD ($) shares | Jan. 15, 2021 USD ($) item shares | Jan. 08, 2021 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Mar. 31, 2022 | Mar. 07, 2022 | Sep. 15, 2021 | Apr. 21, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Mar. 03, 2021 | Jun. 30, 2019 | Dec. 31, 2018 USD ($) | |
Acquisitions and Divestitures | |||||||||||||||||||||||||
Escrow desposit | $ 60,300,000 | € 52.5 | |||||||||||||||||||||||
Amortization expense relating to intangible assets | $ 1,700,000 | $ 1,000,000 | $ 5,500,000 | $ 5,200,000 | $ 2,100,000 | ||||||||||||||||||||
Gross profit | 1,489,000 | 9,032,000 | $ 1,509,000 | $ 19,744,000 | 23,228,000 | 2,057,000 | 43,108,000 | ||||||||||||||||||
Contingent consideration | 868,000 | 868,000 | 999,000 | 899,000 | |||||||||||||||||||||
Change in fair value of contingent consideration, net | (131,000) | (1,907,000) | (9,600,000) | (5,503,000) | 5,094,000 | ||||||||||||||||||||
Goodwill | 72,098,000 | 72,098,000 | 16,161,000 | 705,000 | $ 31,654,000 | $ 705,000 | |||||||||||||||||||
Transaction costs | $ 300,000 | $ 400,000 | 3,800,000 | ||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Escrow desposit | 60,300,000 | 52.5 | |||||||||||||||||||||||
Energica | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Equity method investment, ownership percentage | 20% | ||||||||||||||||||||||||
Escrow desposit | $ 60,300,000 | € 52.5 | |||||||||||||||||||||||
Percentage threshold | 90% | ||||||||||||||||||||||||
Energica | Forecast | Subsequent Event | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Equity method investment, ownership percentage | 70% | ||||||||||||||||||||||||
Energica | Energica Founders | Forecast | Subsequent Event | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Equity method investment, ownership percentage | 29% | ||||||||||||||||||||||||
Energica Motor Company, Inc. | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Equity method investment, ownership percentage | 20% | 20% | |||||||||||||||||||||||
Percentage threshold | 90% | ||||||||||||||||||||||||
Energica Motor Company, Inc. | Subsequent Event | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Percentage threshold | 90% | ||||||||||||||||||||||||
Energica Motor Company, Inc. | Forecast | Subsequent Event | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Equity method investment, ownership percentage | 70% | 70% | |||||||||||||||||||||||
Energica Motor Company, Inc. | Energica Founders | Forecast | Subsequent Event | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Equity method investment, ownership percentage | 29% | 29% | |||||||||||||||||||||||
Previously Reported | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Gross profit | $ 9,302,000 | $ 20,143,000 | |||||||||||||||||||||||
Goodwill | $ 1,165,000 | ||||||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Percentage of ownership interest | 100% | 100% | 100% | 100% | |||||||||||||||||||||
FNL Technologies | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Percentage of ownership interest | 29% | 29% | 29% | 29% | |||||||||||||||||||||
Seven Stars Energy Ptd. Ltd. | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Percentage of ownership interest | 51% | 51% | |||||||||||||||||||||||
Seven Stars Energy Ptd. Ltd. | Subsequent Event | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Percentage of ownership interest | 51% | 51% | |||||||||||||||||||||||
Seven Starts Energy Pte. Ltd | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Loss on disposal | $ 500,000 | ||||||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Loss on disposal | 1,200,000 | ||||||||||||||||||||||||
Energica | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 58,140,000 | ||||||||||||||||||||||||
Purchase price on cash | 2,000,000 | ||||||||||||||||||||||||
Amortization expense relating to intangible assets | $ 1,000,000 | 1,400,000 | |||||||||||||||||||||||
Revenue | 4,200,000 | 4,500,000 | |||||||||||||||||||||||
Net income (loss) | $ (4,500,000) | $ (5,100,000) | |||||||||||||||||||||||
Purchase price | 105,101,000 | ||||||||||||||||||||||||
Goodwill | $ 58,643,000 | ||||||||||||||||||||||||
Tax deductible goodwill | 0 | 0 | |||||||||||||||||||||||
Transaction costs | 100,000 | 700,000 | |||||||||||||||||||||||
Timios Holdings Corp | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 46,576,000 | ||||||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | ||||||||||||||||||||||||
Purchase price, net of cash acquired | $ 40,000,000 | ||||||||||||||||||||||||
Cash acquired from acquisition | 6,500,000 | ||||||||||||||||||||||||
Escrow trust balances | 5,100,000 | ||||||||||||||||||||||||
Purchase price | 46,576,000 | ||||||||||||||||||||||||
Goodwill | $ 21,824,000 | ||||||||||||||||||||||||
Timios Holdings Corp | Title and escrow services | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Revenue | 9,200,000 | 22,100,000 | 19,100,000 | 46,900,000 | 72,700,000 | ||||||||||||||||||||
Net income (loss) | (3,500,000) | 2,100,000 | (5,600,000) | 5,600,000 | 13,600,000 | ||||||||||||||||||||
WAVE | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 15,000,000 | ||||||||||||||||||||||||
Purchase price on cash | $ 15,000,000 | ||||||||||||||||||||||||
Revenue | 800,000 | 2,400,000 | 1,300,000 | 4,200,000 | 7,000,000 | ||||||||||||||||||||
Net income (loss) | (3,700,000) | (1,200,000) | $ (7,000,000) | (1,900,000) | $ 7,200,000 | ||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | 100% | |||||||||||||||||||||||
Escrow trust balances | $ 5,000,000 | ||||||||||||||||||||||||
Number of common stock issued (in shares) | shares | 12.6 | 0.5 | 0.5 | ||||||||||||||||||||||
Value of common stock issued | $ 40,000,000 | ||||||||||||||||||||||||
Common stock be held back at closing (in shares) | shares | 3.6 | ||||||||||||||||||||||||
Common shares as contingent consideration as of the acquisition | $ 11,400,000 | ||||||||||||||||||||||||
Number of earnouts | item | 3 | ||||||||||||||||||||||||
Payment of additional purchase price | $ 30,000,000 | ||||||||||||||||||||||||
Gross profit | 10,000,000 | ||||||||||||||||||||||||
Purchase price | 55,034,000 | ||||||||||||||||||||||||
Goodwill | $ 35,689,000 | ||||||||||||||||||||||||
US Hybrid | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 30,139,000 | ||||||||||||||||||||||||
Purchase price on cash | $ 30,000,000 | ||||||||||||||||||||||||
Revenue | 600,000 | 300,000 | $ 800,000 | 300,000 | $ 2,700,000 | ||||||||||||||||||||
Net income (loss) | (3,400,000) | (100,000) | (5,300,000) | (100,000) | 4,800,000 | ||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | ||||||||||||||||||||||||
Escrow trust balances | $ 1,000,000 | ||||||||||||||||||||||||
Number of common stock issued (in shares) | shares | 6.6 | ||||||||||||||||||||||||
Value of common stock issued | $ 20,900,000 | ||||||||||||||||||||||||
Common stock be held back at closing (in shares) | shares | 6.6 | ||||||||||||||||||||||||
Purchase price | $ 51,016,000 | ||||||||||||||||||||||||
Escrow deposit period | 90 days | ||||||||||||||||||||||||
Performance and retention plan amount | $ 16,700,000 | ||||||||||||||||||||||||
Contingent consideration | 1,000,000 | ||||||||||||||||||||||||
Goodwill | 42,218,000 | ||||||||||||||||||||||||
US Hybrid | Subsequent Event | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Number of common stock issued (in shares) | shares | 6.6 | ||||||||||||||||||||||||
Equity interest percentage | 100% | ||||||||||||||||||||||||
US Hybrid | Previously Reported | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Purchase price on cash | 30,000,000 | ||||||||||||||||||||||||
Purchase price | $ 50,000,000 | ||||||||||||||||||||||||
Solectrac | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 18,025,000 | ||||||||||||||||||||||||
Purchase price on cash | $ 17,700,000 | ||||||||||||||||||||||||
Revenue | 3,800,000 | 200,000 | 4,900,000 | 200,000 | 1,800,000 | ||||||||||||||||||||
Net income (loss) | $ (3,300,000) | $ 300,000 | $ (6,000,000) | $ 300,000 | 1,900,000 | ||||||||||||||||||||
Percentage of voting equity interests acquired | 78.60% | ||||||||||||||||||||||||
Escrow trust balances | $ 2,000,000 | ||||||||||||||||||||||||
Number of earnouts | item | 3 | ||||||||||||||||||||||||
Purchase price | $ 24,952,000 | ||||||||||||||||||||||||
Performance and retention plan amount | $ 6,000,000 | ||||||||||||||||||||||||
Equity interest percentage | 21.40% | ||||||||||||||||||||||||
Equity ownership percentage | 100% | ||||||||||||||||||||||||
Gain on remeasurement of investment | $ 2,900,000 | 2,900,000 | |||||||||||||||||||||||
Percent of battery power | 100% | 100% | 100% | 100% | 100% | ||||||||||||||||||||
Contingent consideration | $ 2,400,000 | $ 100,000 | $ 100,000 | 100,000 | |||||||||||||||||||||
Contingent consideration included in the purchase price allocation | 1,600,000 | ||||||||||||||||||||||||
Goodwill | 17,714,000 | ||||||||||||||||||||||||
Solectrac | Other Operating Income (Expense) | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Change in fair value of contingent consideration, net | 800,000 | 1,500,000 | |||||||||||||||||||||||
Solectrac | Employee Performance And Retention Plan | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Performance and retention plan amount | $ 3,000,000 | ||||||||||||||||||||||||
Acquisitions In 2021 | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Amortization expense relating to intangible assets | 400,000 | $ 1,400,000 | 800,000 | $ 2,000,000 | 4,900,000 | ||||||||||||||||||||
Goodwill | 117,400,000 | 117,400,000 | 117,400,000 | ||||||||||||||||||||||
Tax deductible goodwill | $ 0 | 0 | 0 | ||||||||||||||||||||||
VIA Motors International, Inc. | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Purchase price on cash | $ 450,000,000 | 62,900,000 | |||||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | 100% | |||||||||||||||||||||||
Purchase price | $ 630,000,000 | ||||||||||||||||||||||||
Transaction costs | $ 3,700,000 | ||||||||||||||||||||||||
VIA Motors International, Inc. | Forecast | |||||||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||||||
Purchase price on cash | $ 450,000,000 | ||||||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | ||||||||||||||||||||||||
Purchase price | $ 630,000,000 |
Acquisitions and Divestitures_8
Acquisitions and Divestitures - Provisional Estimates of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 14, 2022 | Jun. 11, 2021 | Jun. 10, 2021 | Jan. 15, 2021 | Jan. 08, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets acquired | ||||||||||
Goodwill | $ 72,098 | $ 16,161 | $ 705 | $ 31,654 | $ 705 | |||||
Energica | ||||||||||
Purchase Price | ||||||||||
Cash paid at closing, including working capital estimates | $ 58,140 | |||||||||
Fair value of previously held interest | 22,183 | |||||||||
Fair value of non-controlling interest | 24,778 | |||||||||
Total purchase consideration | 105,101 | |||||||||
Assets acquired | ||||||||||
Current assets | 19,708 | |||||||||
Property, plant and equipment | 1,927 | |||||||||
Other assets | 2,775 | |||||||||
Goodwill | 58,643 | |||||||||
Liabilities assumed: | ||||||||||
Current liabilities | (16,894) | |||||||||
Other liabilities | (8,383) | |||||||||
Net assets acquired | $ 105,101 | |||||||||
Weighted average useful life | 14 years 8 months 12 days | |||||||||
Energica | Customer relationships | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 14,226 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 13 years | |||||||||
Energica | Trademarks and trade name | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 14,496 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 25 years | |||||||||
Energica | Technology | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 18,603 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 8 years | |||||||||
Solectrac | ||||||||||
Purchase Price | ||||||||||
Cash paid at closing, including working capital estimates | $ 18,025 | |||||||||
Fair value of previously held interest | 5,287 | |||||||||
Fair value of contingent consideration | 1,640 | |||||||||
Total purchase consideration | 24,952 | |||||||||
Assets acquired | ||||||||||
Current assets | 2,700 | |||||||||
Property, plant and equipment | 30 | |||||||||
Other assets | 45 | |||||||||
Goodwill | 17,714 | |||||||||
Total assets acquired | 27,049 | |||||||||
Liabilities assumed: | ||||||||||
Current liabilities | (509) | |||||||||
Deferred tax liability | (1,588) | |||||||||
Total liabilities assumed | (2,097) | |||||||||
Net assets acquired | $ 24,952 | |||||||||
Weighted average useful life | 7 years 4 months 24 days | |||||||||
Solectrac | Trade name | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 4,210 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 6 years | |||||||||
Solectrac | Technology | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 2,350 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 10 years | |||||||||
US Hybrid | ||||||||||
Purchase Price | ||||||||||
Cash paid at closing, including working capital estimates | $ 30,139 | |||||||||
Fair value of common stock | 20,877 | |||||||||
Total purchase consideration | 51,016 | |||||||||
Assets acquired | ||||||||||
Current assets | 3,793 | |||||||||
Property, plant and equipment | 5 | |||||||||
Other assets | 52 | |||||||||
Goodwill | 42,218 | |||||||||
Total assets acquired | 53,438 | |||||||||
Liabilities assumed: | ||||||||||
Current liabilities | (1,602) | |||||||||
Deferred tax liability | (820) | |||||||||
Total liabilities assumed | (2,422) | |||||||||
Net assets acquired | $ 51,016 | |||||||||
Weighted average useful life | 11 years | |||||||||
US Hybrid | Trade name | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 1,740 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 7 years | |||||||||
US Hybrid | Technology | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 5,110 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 13 years | |||||||||
US Hybrid | Non-compete | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 520 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 5 years | |||||||||
Timios | ||||||||||
Purchase Price | ||||||||||
Cash paid at closing, including working capital estimates | $ 46,576 | |||||||||
Total purchase consideration | 46,576 | |||||||||
Assets acquired | ||||||||||
Current assets | 7,292 | |||||||||
Property, plant and equipment | 429 | |||||||||
Other assets | 48 | |||||||||
Indefinite lived title plant | 500 | |||||||||
Goodwill | 21,824 | |||||||||
Total assets acquired | 56,119 | |||||||||
Liabilities assumed: | ||||||||||
Current liabilities | (4,306) | |||||||||
Deferred tax liability | (5,237) | |||||||||
Total liabilities assumed | (9,543) | |||||||||
Net assets acquired | $ 46,576 | |||||||||
Weighted average useful life | 10 years | |||||||||
Timios | Trade name | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 8,426 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 15 years | |||||||||
Timios | Lender relationships | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 16,600 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 7 years | |||||||||
Timios | Licenses | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 1,000 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 15 years | |||||||||
WAVE | ||||||||||
Purchase Price | ||||||||||
Cash paid at closing, including working capital estimates | $ 15,000 | |||||||||
Fair value of common stock | 28,616 | |||||||||
Fair value of contingent consideration | 11,418 | |||||||||
Total purchase consideration | 55,034 | |||||||||
Assets acquired | ||||||||||
Current assets | 2,820 | |||||||||
Goodwill | 35,689 | |||||||||
Total assets acquired | 64,139 | |||||||||
Liabilities assumed: | ||||||||||
Current liabilities | (4,578) | |||||||||
Deferred tax liability | (4,527) | |||||||||
Total liabilities assumed | (9,105) | |||||||||
Net assets acquired | $ 55,034 | |||||||||
Weighted average useful life | 14 years 6 months | |||||||||
WAVE | Trade name | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 12,630 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 15 years | |||||||||
WAVE | Patent | ||||||||||
Assets acquired | ||||||||||
Intangible assets | $ 13,000 | |||||||||
Liabilities assumed: | ||||||||||
Weighted average useful life | 14 years |
Acquisitions and Divestitures_9
Acquisitions and Divestitures - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
2022 remaining | $ 3,180 | ||
2023 | 6,347 | $ 4,199 | |
2024 | 6,202 | 4,183 | |
2025 | 5,500 | 3,918 | |
2026 | 5,546 | 3,454 | |
2027 and beyond | 57,067 | ||
Total | 83,842 | 42,015 | $ 29,652 |
Energica | |||
Business Acquisition [Line Items] | |||
2022 remaining | 1,847 | ||
2023 | 3,694 | ||
2024 | 3,694 | ||
2025 | 3,694 | ||
2026 | 3,694 | ||
2027 and beyond | 26,954 | ||
Total | 43,577 | ||
Acquisitions In 2021 | |||
Business Acquisition [Line Items] | |||
2022 remaining | 466 | ||
2023 | 932 | 6,511 | |
2024 | 933 | 6,511 | |
2025 | 933 | 6,511 | |
2026 | 933 | 6,511 | |
2027 and beyond | 5,296 | ||
Total | $ 9,493 | $ 60,028 |
Acquisitions and Divestiture_10
Acquisitions and Divestitures - Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||||||
Total revenue | $ 34,202 | $ 31,853 | $ 59,593 | $ 66,289 | $ 117,617 | $ 114,588 |
Net loss attributable to IDEX common shareholders | $ (36,565) | $ (8,135) | $ (66,706) | $ (20,145) | $ (257,281) | $ (94,097) |
Earnings (loss) per share | ||||||
Basic (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.13) | $ (0.05) | $ (0.57) | $ (0.40) |
Diluted (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.13) | $ (0.05) | $ (0.57) | $ (0.40) |
Weighted average shares outstanding | ||||||
Basic (in shares) | 497,792,525 | 438,269,237 | 497,577,331 | 418,089,587 | 447,829,204 | 232,707,448 |
Diluted (in shares) | 497,792,525 | 438,269,237 | 497,577,331 | 418,089,587 | 447,829,204 | 232,707,448 |
Accounts Receivable - Summary (
Accounts Receivable - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | |||
Accounts receivable | $ 8,192 | $ 4,945 | $ 8,619 |
Less: allowance for doubtful accounts | (1,535) | (1,607) | (1,219) |
Accounts receivable, net | $ 6,657 | $ 3,338 | $ 7,400 |
Accounts Receivable - Narrati_2
Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Taxi commission revenue receivables | $ 1,200 | $ 1,300 | |||
Changes in the allowance for doubtful accounts | 0 | 350 | $ 1,219 | $ 0 | |
Accounts receivable | 1,535 | 1,607 | 1,219 | $ 0 | $ 0 |
Guizhou Qianxi Green Environmentally Friendly Taxi Service Co | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Taxi commission revenue receivables | 1,300 | 1,200 | |||
Changes in the allowance for doubtful accounts | $ 0 | 400 | 400 | ||
Accounts receivable | $ 1,200 | $ 1,200 |
Accounts Receivable - Allowan_2
Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at the beginning of the period | $ (1,607) | $ (1,219) | $ 0 | $ 0 |
Increase in the allowance for doubtful accounts | 0 | (350) | (1,219) | 0 |
Effect of change in foreign currency exchange rates | 72 | (38) | 0 | 0 |
Balance at the end of the period | $ (1,535) | $ (1,607) | $ (1,219) | $ 0 |
Property and Equipment, net -_2
Property and Equipment, net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property and Equipment net | |||
Total property and equipment | $ 9,267 | $ 3,738 | $ 790 |
Less: accumulated depreciation | (949) | (833) | (460) |
Property and equipment, net | 8,318 | 2,905 | 330 |
Furniture and office equipment | |||
Property and Equipment net | |||
Total property and equipment | 2,426 | 1,432 | 315 |
Vehicle | |||
Property and Equipment net | |||
Total property and equipment | 994 | 900 | 229 |
Leasehold improvements | |||
Property and Equipment net | |||
Total property and equipment | 3,105 | 581 | $ 246 |
Machinery and equipment | |||
Property and Equipment net | |||
Total property and equipment | $ 2,742 | $ 825 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Jan. 28, 2021 USD ($) a | Oct. 10, 2018 a | |
Property, Plant and Equipment [Line Items] | |||||||||
Depreciation expense | $ 0.6 | $ 0.1 | $ 0.9 | $ 0.2 | $ 0.5 | $ 0.1 | $ 0.1 | ||
University Of Connecticut | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Area of real estate | a | 58 | 58 | |||||||
Fintech Village | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Consideration for disposition of assets | 2.8 | $ 2.8 | |||||||
Commissions and other costs | $ 0.2 | $ 0.2 |
Goodwill and Intangible Asset_8
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 item segment | Dec. 31, 2021 USD ($) item segment | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Number of operating segments | segment | 1 | 1 | ||||
Number of business units | item | 7 | 7 | ||||
Amortization expense relating to intangible assets | $ | $ 1.7 | $ 1 | $ 5.5 | $ 5.2 | $ 2.1 |
Goodwill and Intangible Asset_9
Goodwill and Intangible Assets - Goodwill Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||||
Beginning balance | $ 16,161 | $ 705 | $ 31,654 | $ 705 | |
Measurement period adjustments | 186 | (12,848) | |||
Effect of change in foreign currency exchange rates | (2,752) | (1) | (12) | ||
Acquisitions | 58,689 | 117,445 | 30,949 | ||
Disposal of Grapevine | (704) | ||||
Impairment loss | $ (5,600) | (101,470) | (18,089) | 0 | |
Ending balance | 72,098 | 16,161 | $ 705 | $ 31,654 | |
WAVE | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | (35,700) | ||||
US Hybrid | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | (42,200) | ||||
Solectrac | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | (17,700) | ||||
Timios Reporting Unit | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | (5,600) | ||||
Amount exceeding fair value | 19,500 | $ 19,500 | |||
Timios Reporting Unit | Trade name | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | (700) | (700) | |||
Timios Reporting Unit | Lender relationships | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | $ (13,200) | $ (13,200) |
Goodwill and Intangible Asse_10
Goodwill and Intangible Assets - Amortizing and Indefinite-lived Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||
Jan. 15, 2021 | Sep. 30, 2019 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 11, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Jan. 08, 2021 | Dec. 26, 2019 | Jul. 31, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 04, 2018 | |
Amortizing Intangible Assets | ||||||||||||||||||||
Gross Carrying Amount | $ 103,654,000 | $ 98,775,000 | $ 31,378,000 | $ 103,654,000 | $ 98,775,000 | $ 31,378,000 | ||||||||||||||
Accumulated Amortization | (6,129,000) | (6,142,000) | (1,726,000) | (6,129,000) | (6,142,000) | (1,726,000) | ||||||||||||||
Impairment Loss | (13,683,000) | (50,618,000) | (13,683,000) | (50,618,000) | ||||||||||||||||
Total | 83,842,000 | 42,015,000 | 29,652,000 | 83,842,000 | 42,015,000 | 29,652,000 | ||||||||||||||
Total intangible assets | ||||||||||||||||||||
Gross Carrying Amount | 104,185,000 | 99,306,000 | 31,431,000 | 104,185,000 | 99,306,000 | 31,431,000 | ||||||||||||||
Impairment Loss | (13,689,000) | (50,618,000) | (13,689,000) | (50,618,000) | ||||||||||||||||
Net Balance | 84,367,000 | $ 42,546,000 | $ 29,705,000 | 84,367,000 | 42,546,000 | 29,705,000 | ||||||||||||||
Impairment loss of intangible assets | $ 572,000 | $ 653,000 | $ 71,070,000 | $ 33,230,000 | $ 73,669,000 | |||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||
Percentage of ownership interest | 100% | 100% | 100% | |||||||||||||||||
DBOT | ||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||
Percentage of ownership interest acquired | 99% | 37% | 99% | 37% | 99% | |||||||||||||||
Finite-lived intangible assets acquired | $ 8,300,000 | $ 8,300,000 | ||||||||||||||||||
Impairment loss of intangible assets | $ 9,300,000 | |||||||||||||||||||
Tree Technologies | ||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||
Percentage of ownership interest acquired | 51% | 51% | 51% | 51% | 51% | 51% | ||||||||||||||
Fair value of previously held interest | $ 11,300,000 | $ 11,300,000 | ||||||||||||||||||
Timios | ||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||
Percentage of ownership interest acquired | 100% | |||||||||||||||||||
WAVE | ||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||
Percentage of ownership interest acquired | 100% | 100% | ||||||||||||||||||
Fair value of previously held interest | $ 28,616,000 | |||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||
Percentage of ownership interest acquired | 34.30% | 65.70% | 65.70% | |||||||||||||||||
Solectrac | ||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||
Percentage of ownership interest acquired | 78.60% | |||||||||||||||||||
Percent of battery power | 100% | 100% | 100% | 100% | ||||||||||||||||
Timios Title plant | ||||||||||||||||||||
Indefinite lived intangible assets | ||||||||||||||||||||
Gross Carrying Amount | $ 500,000 | $ 500,000 | $ 500,000 | 500,000 | ||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||
Net Balance | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||||||
Website name | ||||||||||||||||||||
Indefinite lived intangible assets | ||||||||||||||||||||
Gross Carrying Amount | 25,000 | 25,000 | 25,000 | 25,000 | ||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||
Net Balance | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | $ 25,000 | ||||||||||||||
Title License | ||||||||||||||||||||
Indefinite lived intangible assets | ||||||||||||||||||||
Gross Carrying Amount | 6,000 | 6,000 | 6,000 | 6,000 | ||||||||||||||||
Impairment Loss | (6,000) | 0 | (6,000) | 0 | ||||||||||||||||
Net Balance | 0 | 6,000 | 0 | 6,000 | ||||||||||||||||
Patent | ||||||||||||||||||||
Indefinite lived intangible assets | ||||||||||||||||||||
Gross Carrying Amount | 0 | 0 | 0 | 0 | ||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||
Net Balance | 0 | 0 | 28,000 | $ 0 | $ 0 | 28,000 | ||||||||||||||
Continuing membership agreement | ||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||
Weighted Average Remaining Useful Life (in years) | 17 years | 17 years 6 months | ||||||||||||||||||
Gross Carrying Amount | 1,179,000 | 1,179,000 | 1,179,000 | $ 1,179,000 | $ 1,179,000 | 1,179,000 | ||||||||||||||
Accumulated Amortization | (665,000) | (649,000) | (619,000) | (665,000) | (649,000) | (619,000) | ||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||
Total | 514,000 | 530,000 | 560,000 | 514,000 | $ 530,000 | 560,000 | ||||||||||||||
Total intangible assets | ||||||||||||||||||||
Fair value of previously held interest | 600,000 | |||||||||||||||||||
Impairment loss of intangible assets | 7,100,000 | |||||||||||||||||||
Continuing membership agreement | DBOT | ||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||
Impairment loss of intangible assets | 30,000 | $ 30,000,000 | ||||||||||||||||||
Patents, trademarks and brands | ||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||
Weighted Average Remaining Useful Life (in years) | 38 years 2 months 12 days | 57 years | ||||||||||||||||||
Gross Carrying Amount | 22,509,000 | 39,820,000 | 110,000 | 22,509,000 | $ 39,820,000 | 110,000 | ||||||||||||||
Accumulated Amortization | (1,050,000) | (2,715,000) | (17,000) | (1,050,000) | (2,715,000) | (17,000) | ||||||||||||||
Impairment Loss | (1,132,000) | (30,492,000) | (1,132,000) | (30,492,000) | ||||||||||||||||
Total | 20,327,000 | 6,613,000 | 93,000 | $ 20,327,000 | 6,613,000 | 93,000 | ||||||||||||||
Customer relationships | ||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||
Weighted Average Remaining Useful Life (in years) | 14 years 2 months 12 days | |||||||||||||||||||
Gross Carrying Amount | 13,558,000 | $ 13,558,000 | ||||||||||||||||||
Accumulated Amortization | (339,000) | (339,000) | ||||||||||||||||||
Impairment Loss | 0 | 0 | 0 | $ 0 | ||||||||||||||||
Total | 13,219,000 | $ 13,219,000 | ||||||||||||||||||
Land use rights | ||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||
Weighted Average Remaining Useful Life (in years) | 96 years 6 months | 97 years | ||||||||||||||||||
Gross Carrying Amount | 25,672,000 | 27,102,000 | 28,162,000 | $ 25,672,000 | $ 27,102,000 | 28,162,000 | ||||||||||||||
Accumulated Amortization | (519,000) | (411,000) | (142,000) | (519,000) | (411,000) | (142,000) | ||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||
Total | 25,153,000 | 26,691,000 | $ 28,020,000 | $ 25,153,000 | $ 26,691,000 | 28,020,000 | ||||||||||||||
Licenses | ||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||
Weighted Average Remaining Useful Life (in years) | 13 years 6 months | 14 years | ||||||||||||||||||
Gross Carrying Amount | 1,000,000 | 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||
Accumulated Amortization | (99,000) | (65,000) | (99,000) | (65,000) | ||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||
Total | 901,000 | 935,000 | $ 901,000 | $ 935,000 | ||||||||||||||||
Lender relationships | ||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||
Weighted Average Remaining Useful Life (in years) | 5 years 6 months | 6 years | ||||||||||||||||||
Gross Carrying Amount | 16,600,000 | 16,600,000 | $ 16,600,000 | $ 16,600,000 | ||||||||||||||||
Accumulated Amortization | (1,836,000) | (1,638,000) | (1,836,000) | (1,638,000) | ||||||||||||||||
Impairment Loss | (12,551,000) | (12,550,000) | (12,551,000) | (12,550,000) | ||||||||||||||||
Total | 2,213,000 | 2,412,000 | $ 2,213,000 | $ 2,412,000 | ||||||||||||||||
Internally developed software | ||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||
Weighted Average Remaining Useful Life (in years) | 2 years 1 month 6 days | 2 years 7 months 6 days | ||||||||||||||||||
Gross Carrying Amount | 765,000 | 452,000 | $ 765,000 | $ 452,000 | ||||||||||||||||
Accumulated Amortization | (149,000) | (76,000) | (149,000) | (76,000) | ||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||
Total | 616,000 | 376,000 | $ 616,000 | $ 376,000 | ||||||||||||||||
Software | ||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||
Weighted Average Remaining Useful Life (in years) | 11 years 8 months 12 days | 13 years 8 months 12 days | ||||||||||||||||||
Gross Carrying Amount | 4,491,000 | 4,492,000 | $ 4,491,000 | $ 4,492,000 | ||||||||||||||||
Accumulated Amortization | (736,000) | (178,000) | (736,000) | (178,000) | ||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||
Total | 3,755,000 | 4,314,000 | $ 3,755,000 | $ 4,314,000 | ||||||||||||||||
Non-compete | ||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||
Weighted Average Remaining Useful Life (in years) | 0 years | 4 years 6 months | ||||||||||||||||||
Gross Carrying Amount | 0 | 520,000 | $ 0 | $ 520,000 | ||||||||||||||||
Accumulated Amortization | (57,000) | (57,000) | ||||||||||||||||||
Impairment Loss | 0 | (463,000) | 0 | (463,000) | ||||||||||||||||
Total | 0 | 0 | $ 0 | $ 0 | ||||||||||||||||
Technology | ||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||
Weighted Average Remaining Useful Life (in years) | 7 years 8 months 12 days | 21 years 10 months 24 days | ||||||||||||||||||
Gross Carrying Amount | 17,730,000 | 7,460,000 | $ 17,730,000 | $ 7,460,000 | ||||||||||||||||
Accumulated Amortization | (692,000) | (347,000) | (692,000) | (347,000) | ||||||||||||||||
Impairment Loss | 0 | (7,113,000) | 0 | (7,113,000) | ||||||||||||||||
Total | 17,038,000 | 0 | $ 17,038,000 | $ 0 | ||||||||||||||||
Assembled workforce | ||||||||||||||||||||
Amortizing Intangible Assets | ||||||||||||||||||||
Weighted Average Remaining Useful Life (in years) | 1 year 4 months 24 days | 1 year 10 months 24 days | ||||||||||||||||||
Gross Carrying Amount | 150,000 | 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||
Accumulated Amortization | (44,000) | (6,000) | (44,000) | (6,000) | ||||||||||||||||
Impairment Loss | 0 | 0 | 0 | 0 | ||||||||||||||||
Total | $ 106,000 | 144,000 | $ 106,000 | $ 144,000 | ||||||||||||||||
Customer Lists | ||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||
Fair value of previously held interest | 600,000 | |||||||||||||||||||
Impairment loss of intangible assets | $ 7,100,000 | |||||||||||||||||||
Marketing and distribution agreement | ||||||||||||||||||||
Total intangible assets | ||||||||||||||||||||
Impairment loss of intangible assets | $ 12,500,000 | $ 12,500,000 |
Goodwill and Intangible Asse_11
Goodwill and Intangible Assets - Expected Amortization Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2022 remaining | $ 3,180 | ||
2023 | 6,347 | $ 4,199 | |
2024 | 6,202 | 4,183 | |
2025 | 5,500 | 3,918 | |
2026 | 5,546 | 3,454 | |
2027 and beyond | 57,067 | ||
Total | $ 83,842 | $ 42,015 | $ 29,652 |
Long-term Investments - Schedul
Long-term Investments - Schedule of Long-Term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Investments, Debt and Equity Securities [Abstract] | ||||
Non-marketable equity investments | $ 10,569 | $ 7,500 | $ 4,787 | |
Equity method investments | 14,949 | 28,088 | 3,700 | $ 17,881 |
Total | $ 25,518 | $ 35,588 | $ 8,487 |
Long-term Investments - Narrati
Long-term Investments - Narrative (Details) € / shares in Units, $ / shares in Units, $ in Thousands, € in Millions | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Aug. 13, 2021 USD ($) | Aug. 13, 2021 EUR (€) | Aug. 02, 2021 USD ($) shares | Aug. 02, 2021 EUR (€) shares | Jul. 26, 2021 USD ($) | Jun. 11, 2021 USD ($) | Apr. 20, 2021 USD ($) $ / shares shares | Mar. 03, 2021 USD ($) $ / shares shares | Nov. 19, 2020 USD ($) $ / shares shares | Oct. 22, 2020 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) item | Aug. 13, 2021 USD ($) | Aug. 13, 2021 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) $ / shares | Dec. 31, 2021 EUR (€) | Oct. 19, 2021 | Aug. 13, 2021 EUR (€) | Jun. 30, 2021 | Apr. 21, 2021 | Mar. 31, 2021 | Mar. 03, 2021 EUR (€) € / shares | Jan. 28, 2021 USD ($) item | Jan. 28, 2021 EUR (€) item | Dec. 20, 2019 USD ($) | Dec. 20, 2019 EUR (€) | Jun. 30, 2019 | |
Long-term Investments | ||||||||||||||||||||||||||||
Dividends received | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||
Equity securities, FV-NI, cost | $ 1,300 | |||||||||||||||||||||||||||
Subscription price (in dollars per share) | $ / shares | $ 0.23 | |||||||||||||||||||||||||||
Equity method investments | 14,949 | 28,088 | 3,700 | $ 17,881 | ||||||||||||||||||||||||
Initial investment | $ 127 | 38,070 | 2,600 | |||||||||||||||||||||||||
Number of board of director seats | item | 4 | 4 | 4 | |||||||||||||||||||||||||
Non Marketable Equity Investments | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Impairment loss with respect to one non-marketable equity investment | $ 0 | 4,500 | 200 | 3,000 | ||||||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Percentage of ownership interest | 100% | 100% | 100% | |||||||||||||||||||||||||
FNL Technologies | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Percentage of ownership interest | 29% | 29% | 29% | |||||||||||||||||||||||||
Solectrac | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Number of shares acquired (in shares) | shares | 1,300,000 | |||||||||||||||||||||||||||
Consideration per share (in dollars per share) | $ / shares | $ 0.91 | |||||||||||||||||||||||||||
Payments to acquire investment | $ 1,300 | |||||||||||||||||||||||||||
Additional share price (in dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 17,700 | |||||||||||||||||||||||||||
Equity ownership percentage | 100% | |||||||||||||||||||||||||||
Solectrac | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Number of shares acquired (in shares) | shares | 1,400,000 | |||||||||||||||||||||||||||
Percentage of shares acquired | 15% | |||||||||||||||||||||||||||
Consideration per share (in dollars per share) | $ / shares | $ 0.91 | |||||||||||||||||||||||||||
Additional share price (in dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||||||||
FNL Technologies | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Issuance of shares of Ideanomics common stock to investee (in shares) | shares | 100,000 | |||||||||||||||||||||||||||
Received share of common stock (in shares) | shares | 600,000 | |||||||||||||||||||||||||||
Equity conversion of common stock (in shares) | shares | 30,902 | |||||||||||||||||||||||||||
FNL Technologies | Common Stock | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Subscription price (in dollars per share) | $ / shares | $ 8.09 | |||||||||||||||||||||||||||
Amount converted for future equity | $ 250,000 | |||||||||||||||||||||||||||
FNL Technologies | Cash | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Equity method investments | $ 2,900 | |||||||||||||||||||||||||||
Solectrac | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Number of shares acquired (in shares) | shares | 1,300,000 | |||||||||||||||||||||||||||
Payments to acquire investment | $ 1,300 | |||||||||||||||||||||||||||
Equity method investment, ownership percentage | 24.30% | 24.30% | ||||||||||||||||||||||||||
Equity method investments | 0 | 2,556 | 0 | |||||||||||||||||||||||||
Initial investment | 0 | 2,600 | ||||||||||||||||||||||||||
Energica Investment | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Payments to acquire investment | $ 13,600 | € 10.1 | ||||||||||||||||||||||||||
Equity method investment, ownership percentage | 20% | 20% | ||||||||||||||||||||||||||
Common stock issued through equity method (in shares) | shares | 6,100,000 | |||||||||||||||||||||||||||
Subscription price (in dollars per share) | (per share) | $ 2.21 | € 1.78 | ||||||||||||||||||||||||||
Share selling, restriction period | 90 days | |||||||||||||||||||||||||||
Investment net assets | $ 10,900 | 11,000 | ||||||||||||||||||||||||||
Aggregate market value of shares owned | 22,500 | 21,800 | ||||||||||||||||||||||||||
Preferred shares (in shares) | shares | 6,100,000 | |||||||||||||||||||||||||||
MDI Fund | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Payments to acquire investment | $ 25,000 | |||||||||||||||||||||||||||
Equity method investments | 3,815 | 3,765 | 0 | |||||||||||||||||||||||||
Initial investment | $ 600 | $ 127 | 4,646 | |||||||||||||||||||||||||
TM2 | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Equity method investment, ownership percentage | 10% | 10% | 10% | |||||||||||||||||||||||||
Equity method investments | 0 | 1,144 | $ 1,227 | |||||||||||||||||||||||||
Initial investment | 7,226 | 0 | ||||||||||||||||||||||||||
Number of board of director seats | item | 1 | 1 | 1 | |||||||||||||||||||||||||
TM2 | Non Marketable Equity Investments | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Payments to acquire investment | $ 5,900 | $ 5,900 | € 5 | $ 1,800 | € 1.5 | |||||||||||||||||||||||
Increase in investment | 4,100 | € 3.5 | 4,100 | € 3.5 | ||||||||||||||||||||||||
Equity financing threshold | $ 6,800 | $ 6,800 | € 5 | $ 6,800 | € 5 | |||||||||||||||||||||||
Pre-investment valuation | $ 11,100 | € 10 | ||||||||||||||||||||||||||
Current investment valuation | 12,500 | € 11 | $ 12,500 | € 11 | ||||||||||||||||||||||||
PEA | ||||||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||||||
Equity method investment, ownership percentage | 30% | 30% | ||||||||||||||||||||||||||
Equity method investments | $ 8,772 | 9,138 | $ 0 | |||||||||||||||||||||||||
Initial investment | $ 9,100 | € 7.5 | $ 9,138 | |||||||||||||||||||||||||
Preferred shares (in shares) | shares | 11,175 | 11,175 |
Long-term Investments - Equit_2
Long-term Investments - Equity Method Investments (Details) $ in Thousands, € in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Aug. 02, 2021 USD ($) | Aug. 02, 2021 EUR (€) | Jul. 26, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | $ 28,088 | $ 3,700 | $ 3,700 | $ 17,881 | ||||||
Addition | 127 | 38,070 | 2,600 | |||||||
Income (loss) on investment | $ (589) | $ (461) | (1,928) | (615) | (3,665) | (131) | ||||
Reclassification to equity method investee | 250 | 0 | ||||||||
Reclassification to subsidiaries | (11,298) | (2,372) | 0 | |||||||
Dilution loss due to investee share issuance | 0 | 0 | $ (245) | |||||||
Ending balance | 14,949 | 14,949 | 28,088 | 3,700 | $ 17,881 | |||||
Energica | ||||||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | 12,329 | 0 | 0 | |||||||
Addition | 13,555 | |||||||||
Income (loss) on investment | (1,031) | (1,226) | ||||||||
Reclassification to equity method investee | 0 | |||||||||
Reclassification to subsidiaries | (11,298) | 0 | ||||||||
Ending balance | 12,329 | 0 | ||||||||
FNL Technologies | ||||||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | 2,856 | 0 | 0 | |||||||
Addition | 3,505 | |||||||||
Income (loss) on investment | (454) | (899) | ||||||||
Reclassification to equity method investee | 250 | |||||||||
Reclassification to subsidiaries | 0 | |||||||||
Ending balance | 2,362 | 2,362 | 2,856 | 0 | ||||||
MDI Fund | ||||||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | 3,765 | 0 | 0 | |||||||
Addition | $ 600 | 127 | 4,646 | |||||||
Income (loss) on investment | (77) | (881) | ||||||||
Reclassification to equity method investee | 0 | |||||||||
Reclassification to subsidiaries | 0 | |||||||||
Ending balance | 3,815 | 3,815 | 3,765 | 0 | ||||||
PEA | ||||||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||||||
Beginning balance | 9,138 | $ 0 | 0 | |||||||
Addition | $ 9,100 | € 7.5 | 9,138 | |||||||
Income (loss) on investment | (366) | 0 | ||||||||
Reclassification to equity method investee | 0 | |||||||||
Reclassification to subsidiaries | 0 | |||||||||
Ending balance | $ 8,772 | $ 8,772 | $ 9,138 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 USD ($) lease | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Operating Leased Assets [Line Items] | |||
Operating right of use assets | $ | $ 17,740 | $ 12,827 | $ 155 |
Weighted-average remaining lease term (in years) | 5 years 7 months 6 days | 4 years 2 months 12 days | |
Average discount rate (as a percent) | 4.90% | 5.20% | |
Automobile lease term | 5 years | ||
Number of finance leases acquired | 2 | ||
Number of operating leases acquired | 2 | ||
Asia | |||
Operating Leased Assets [Line Items] | |||
Term of contract | 2 years | ||
Service Center | |||
Operating Leased Assets [Line Items] | |||
Estimated useful life | 6 years | ||
Office Facility | |||
Operating Leased Assets [Line Items] | |||
Estimated useful life | 2 years | ||
Term of contract | 2 years | ||
Warehouse And Office Facility | |||
Operating Leased Assets [Line Items] | |||
Term of contract | 10 years |
Leases - Lease Expense and Su_2
Leases - Lease Expense and Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease, Cost [Abstract] | |||||||
Operating lease cost | $ 1,192 | $ 279 | $ 2,241 | $ 448 | $ 1,764 | $ 1,600 | $ 1,708 |
Short-term lease cost | 155 | 170 | 359 | 259 | 720 | 349 | 317 |
Sublease income | 0 | (74) | (42) | ||||
Total | 1,347 | 449 | 2,600 | 707 | 2,484 | 1,875 | 1,983 |
Cash paid for amounts included in the measurement of lease liabilities: | |||||||
Operating cash flows from operating leases | 1,172 | 311 | 2,215 | 476 | 1,856 | 991 | 1,407 |
Right of use assets obtained in exchange for new operating lease liabilities | $ 150 | $ 2,955 | $ 6,895 | $ 4,718 | $ 14,293 | $ 486 | $ 935 |
Leases - Maturity of Operatin_2
Leases - Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
2022 (excluding the six months ended June 30, 2022 | $ 2,353 | ||
2023 | 4,666 | $ 3,629 | |
2024 | 3,534 | 3,647 | |
2025 | 3,054 | 2,728 | |
2026 | 2,503 | 2,281 | |
2026 and thereafter | 4,031 | ||
Total lease payments | 20,141 | 14,192 | |
Less: interest | (2,577) | (1,459) | |
Total | $ 17,564 | $ 12,733 | $ 100 |
Promissory Notes - Schedule o_2
Promissory Notes - Schedule of Promissory Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||
Principal Amount | $ 33,598 | $ 57,811 | $ 565 |
Carrying Amount | 38,744 | 58,121 | 568 |
Less: Current portion | (58,121) | (568) | |
Long-term Note, less current portion | $ 1,716 | $ 0 | 0 |
Convertible Debenture | |||
Short-term Debt [Line Items] | |||
Interest Rate | 4% | 4% | |
Principal Amount | $ 33,333 | $ 57,500 | 0 |
Carrying Amount | $ 33,437 | $ 57,809 | 0 |
Small Business Association Paycheck Protection Program | |||
Short-term Debt [Line Items] | |||
Interest Rate | 1% | 1% | |
Principal Amount | $ 265 | $ 311 | 460 |
Carrying Amount | 265 | 312 | $ 463 |
Energica lending arrangements | |||
Short-term Debt [Line Items] | |||
Carrying Amount | 5,042 | ||
Less: Current portion | (3,900) | ||
Long-term Note, less current portion | $ 1,100 | ||
Energica lending arrangements | Minimum | |||
Short-term Debt [Line Items] | |||
Interest Rate | 0.05% | ||
Energica lending arrangements | Maximum | |||
Short-term Debt [Line Items] | |||
Interest Rate | 4.50% | ||
Convertible Note | |||
Short-term Debt [Line Items] | |||
Less: Current portion | $ (37,028) | $ (58,121) |
Promissory Notes - Narrative (D
Promissory Notes - Narrative (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Oct. 25, 2021 USD ($) $ / shares | Nov. 10, 2020 installment | May 13, 2020 USD ($) installment | May 01, 2020 USD ($) installment | Apr. 10, 2020 USD ($) | Jun. 30, 2022 USD ($) installment | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) shares | Jun. 30, 2020 USD ($) | Jun. 30, 2022 USD ($) installment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Mar. 31, 2020 lease | |
Debt Instrument [Line Items] | ||||||||||||||||
Weighted average interest rate | 3.70% | 4% | 3.70% | 4% | 1.40% | |||||||||||
Principal | $ 33,598,000 | $ 57,811,000 | $ 33,598,000 | $ 57,811,000 | $ 565,000 | |||||||||||
Interest rate in event of default | 18% | 18% | ||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 45.9 | |||||||||||||||
Unpaid consideration | $ 0 | $ 220,000,000 | $ 295,000,000 | 27,000,000 | $ 9,132,000 | |||||||||||
Aggregate outstanding unpaid balance | $ 38,744,000 | 58,121,000 | 38,744,000 | 58,121,000 | 568,000 | |||||||||||
Payable due within one year | 58,121,000 | 58,121,000 | 568,000 | |||||||||||||
Payable due beyond one year | 1,716,000 | 0 | 1,716,000 | 0 | 0 | |||||||||||
Operating lease liability | 17,564,000 | 12,733,000 | 17,564,000 | 12,733,000 | 100,000 | |||||||||||
Terminated and Vacated Lease | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of leases | lease | 1 | |||||||||||||||
Operating lease liability | $ 900,000 | |||||||||||||||
Convertible Debenture | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal and accrued and unpaid interest | $ 17,600,000 | |||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 9.4 | |||||||||||||||
Interest expense | $ 600,000 | |||||||||||||||
Convertible Debenture | Convertible Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate in event of default | 18% | |||||||||||||||
Convertible Debenture | Convertible Debt | YA II PN, Ltd | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal | $ 75,000,000 | |||||||||||||||
Proceeds from notes payable | $ 75,000,000 | |||||||||||||||
Interest rate | 4% | |||||||||||||||
Interest rate in event of default | 18% | |||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.88 | |||||||||||||||
Redemption of unpaid principal per month | $ 8,300,000 | |||||||||||||||
Principal and accrued and unpaid interest | 17,500,000 | |||||||||||||||
Convertible Debenture Due October 2022 - YA II PN | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal and accrued and unpaid interest | $ 17,600,000 | |||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 9.4 | |||||||||||||||
Interest expense | 400,000 | |||||||||||||||
Convertible Debenture Due October 2022 - YA II PN | Convertible Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal | 80,000,000 | 80,000,000 | ||||||||||||||
Small Business Association Paycheck Protection Program | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal | 265,000 | 311,000 | 265,000 | 311,000 | 460,000 | |||||||||||
Aggregate outstanding unpaid balance | $ 265,000 | $ 312,000 | $ 265,000 | $ 312,000 | 463,000 | |||||||||||
Interest rate | 1% | 1% | 1% | 1% | ||||||||||||
Small Business Association Paycheck Protection Program | Unsecured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 1% | |||||||||||||||
Interest expense | $ 730 | 832 | ||||||||||||||
Unpaid consideration | $ 300,000 | |||||||||||||||
Debt instruments, number of installments | installment | 18 | |||||||||||||||
Debt instrument, installment payable | $ 18,993 | |||||||||||||||
Repayments of debt | $ 24,152 | $ 24,152 | $ 31,674 | |||||||||||||
Energica lending arrangements | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Weighted average interest rate | 1.10% | 1.10% | ||||||||||||||
Interest rate | 4.50% | 4.50% | ||||||||||||||
Number of instruments | installment | 11 | 11 | ||||||||||||||
Aggregate outstanding unpaid balance | $ 5,042,000 | $ 5,042,000 | ||||||||||||||
Payable due within one year | 3,900,000 | 3,900,000 | ||||||||||||||
Payable due beyond one year | $ 1,100,000 | $ 1,100,000 | ||||||||||||||
Energica lending arrangements | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 0.10% | 0.10% | ||||||||||||||
Interest rate | 0.05% | 0.05% | ||||||||||||||
Installment term | 8 months | |||||||||||||||
Energica lending arrangements | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 4.50% | 4.50% | ||||||||||||||
Installment term | 42 months | |||||||||||||||
Vendor Notes Payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal | $ 0 | 0 | 105,000 | |||||||||||||
Aggregate outstanding unpaid balance | $ 0 | $ 0 | $ 105,000 | |||||||||||||
Vendor Notes Payable | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 0.25% | 0.25% | ||||||||||||||
Vendor Notes Payable | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 4% | 4% | ||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Small Business Association Paycheck Protection Program | Unsecured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 1% | |||||||||||||||
Interest expense | $ 0 | $ 306 | ||||||||||||||
Unpaid consideration | $ 100,000 | |||||||||||||||
Debt instruments, number of installments | installment | 18 | |||||||||||||||
Debt instrument, installment payable | $ 7,000 | |||||||||||||||
DBOT | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 0.25% | 4% | 4% | |||||||||||||
Interest expense | $ 100,000 | |||||||||||||||
Debt instruments, number of installments | installment | 2 | |||||||||||||||
Initial executed an unsecured promissory note | $ 30,000 | |||||||||||||||
Unsecured promissory note | $ 60,000 | |||||||||||||||
Operating lease liability | $ 900,000 | |||||||||||||||
DBOT | Vendor Notes Payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 0.25% | 4% | ||||||||||||||
Interest expense | $ 100,000 | |||||||||||||||
Debt instruments, number of installments | installment | 2 | |||||||||||||||
Debt instrument, installment payable | $ 30,000 | |||||||||||||||
Initial executed an unsecured promissory note | 30,000 | |||||||||||||||
Unsecured promissory note | $ 60,000 | |||||||||||||||
Operating lease liability | $ 900,000 |
Promissory Notes - Schedule o_3
Promissory Notes - Schedule of Promissory Notes Issued and Repaid (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2020 | |
Long-term Investments | |||
Principal | $ 57,811 | $ 33,598 | $ 565 |
YA II PN Note 1 | Convertible Debt | |||
Long-term Investments | |||
Principal | 37,500 | ||
Gross proceeds | $ 37,500 | ||
Interest rate | 4% | ||
Conversion price (in dollars per share) | $ 2 | ||
YA II PN Note 2 | Convertible Debt | |||
Long-term Investments | |||
Principal | $ 37,500 | ||
Gross proceeds | $ 37,500 | ||
Interest rate | 4% | ||
Conversion price (in dollars per share) | $ 3.31 | ||
YA II PN Note 3 | Convertible Debt | |||
Long-term Investments | |||
Principal | $ 65,000 | ||
Gross proceeds | $ 65,000 | ||
Interest rate | 4% | ||
Conversion price (in dollars per share) | $ 4.12 | ||
YA II PN Note 4 | Convertible Debt | |||
Long-term Investments | |||
Principal | $ 80,000 | ||
Gross proceeds | $ 80,000 | ||
Interest rate | 4% | ||
Conversion price (in dollars per share) | $ 4.95 |
Stockholders' Equity, Convert_3
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest - Narrative (Details) $ / shares in Units, $ in Thousands, ¥ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Jun. 30, 2021 USD ($) | Feb. 26, 2021 USD ($) | Jun. 11, 2011 USD ($) | Jun. 30, 2022 USD ($) Vote $ / shares shares | Jun. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Mar. 31, 2020 USD ($) | Mar. 31, 2020 CNY (¥) | Jun. 30, 2022 USD ($) Vote installment $ / shares shares | Jun. 30, 2022 CNY (¥) installment | Jun. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) installment $ / shares shares | Dec. 31, 2021 CNY (¥) installment shares | Dec. 31, 2020 USD ($) $ / shares shares | Jun. 30, 2022 CNY (¥) Vote shares | Dec. 31, 2021 CNY (¥) shares | |
Stockholders Equity [Line Items] | ||||||||||||||||
Common stock, shares authorized (in shares) | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Common stock issuance (in shares) | 0 | |||||||||||||||
Value of shares issued for professional services and stock options exercised | $ | $ 500 | |||||||||||||||
Share percentage of Market Price, option one | 95% | 95% | 95% | 95% | ||||||||||||
Share percentage of Market Price, option two | 96% | 96% | 96% | 96% | ||||||||||||
Consecutive trading days, option two | 5 days | |||||||||||||||
Stock ownership percentage limitation | 4.99% | |||||||||||||||
Common stock issuance | $ | $ 53,407 | $ 182,498 | ||||||||||||||
Aggregate offering price | $ | $ 150,000 | |||||||||||||||
Common stock, share price calculated as a percentage of market price | 3% | |||||||||||||||
Proceeds from issuance of stock | $ | $ 53,400 | $ 145,500 | ||||||||||||||
Commission and transaction fees | $ | $ 1,700 | $ 4,500 | ||||||||||||||
Private Placement | ||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||
Investment consideration | $ | $ 80,400 | $ 80,400 | ||||||||||||||
Period of selling stock | 36 months | 36 months | ||||||||||||||
Consecutive trading days, option one | 2 days | |||||||||||||||
Consecutive trading days, option two | 5 days | |||||||||||||||
Stock ownership percentage limitation | 4.99% | 4.99% | 4.99% | |||||||||||||
Common stock issuance | $ | $ 27,300 | |||||||||||||||
New Energy | Qingdao Xingyang City Investment | ||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||
Ownership percentage of owned entity | 100% | 100% | ||||||||||||||
Convertible preferred stock | ||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50 | 50,000,000 | 50 | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Series A Preferred Stock | ||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||
Preferred stock, shares issued (in shares) | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | ||||||||||
Preferred stock, shares outstanding (in shares) | 7,000,000 | 7,000,000 | 7,000,000 | |||||||||||||
Number of votes | Vote | 1 | 1 | 1 | |||||||||||||
Number of shares fully paid and nonassessable (in shares) | 10 | 10 | 10 | 10 | 10 | |||||||||||
Liquidation event, distributed amount per share (in dollars per share) | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||
Common Stock | ||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||
Common stock issuance (in shares) | 17,615,534 | 123,437,386 | ||||||||||||||
Common stock issuance | $ | $ 18 | $ 123 | ||||||||||||||
Number of shares issued (in shares) | 17,600,000 | 50,400,000 | 50,400,000 | |||||||||||||
Common Stock | Private Placement | ||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||
Common stock issuance (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
Common stock issuance | $ | $ 10 | $ 27,300 | $ 27,300 | |||||||||||||
Qingdao Xingyang City Investment | ||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||
Aggregate investment | $ 28,000 | $ 28,000 | 28,000 | ¥ 200 | ¥ 200 | |||||||||||
Payments for investments | $ 7,000 | ¥ 50 | ||||||||||||||
Remaining capital contribution | $ 21,000 | ¥ 150 | $ 21,000 | ¥ 150 | ||||||||||||
Number of installments | installment | 3 | 3 | 3 | 3 | ||||||||||||
Installments of remaining capital contribution | $ 7,000 | ¥ 50 | ||||||||||||||
Dividend rate | 6% | 6% | 6% | 6% | ||||||||||||
Period to sell investments | 1 year | 1 year | 1 year | 1 year | ||||||||||||
Period to redeem investments | 3 years | 3 years | 3 years | 3 years | ||||||||||||
Ownership percentage of owned entity | 100% | 100% | ||||||||||||||
Qingdao Xingyang City Investment | Qingdao Xingyang City Investment | New Energy | ||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||
Number of common stock issued (in shares) | 56,000,000 | 56,000,000 | ||||||||||||||
Purchase price | $ 7,900 | ¥ 56 |
Stockholders' Equity, Convert_4
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||
Beginning balance | $ 0 | $ 7,485 | $ 7,485 | ||||
Initial investment | $ 2,406 | ||||||
Loss attributable to non-controlling interest | $ (1,506) | $ (152) | (2,086) | (272) | (714) | $ (10,501) | 852 |
Ending balance | 0 | 7,485 | |||||
Qingdao Xingyang City Investment | |||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||
Beginning balance | $ 0 | 7,485 | 7,485 | 0 | |||
Initial investment | 7,047 | ||||||
Accretion of dividend | 231 | 464 | 438 | ||||
Loss attributable to non-controlling interest | (175) | (206) | (135) | ||||
Adjustment to redemption value | 175 | 206 | 135 | ||||
Ending balance | $ 7,716 | $ 7,716 | $ 0 | $ 7,485 | $ 0 |
Related Party Transactions (D_2
Related Party Transactions (Details) € in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Jan. 07, 2022 USD ($) | Apr. 30, 2022 USD ($) shares | Nov. 30, 2019 USD ($) installment | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) entity | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) | Mar. 31, 2022 USD ($) | Jan. 07, 2022 EUR (€) | Oct. 31, 2021 USD ($) | Oct. 30, 2019 | |
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock issuance | $ 53,407,000 | $ 182,498,000 | ||||||||||||||
Payments to acquire equity Interest | $ 54,889,000 | $ 100,579,000 | ||||||||||||||
Amount due to related parties | $ 2,394,000 | 2,394,000 | $ 1,102,000 | 882,000 | ||||||||||||
Professional fees | 34,710,000 | 12,541,000 | $ 5,828,000 | |||||||||||||
Principal | 33,598,000 | 33,598,000 | 57,811,000 | 565,000 | ||||||||||||
Notes receivable from related party | 1,004,000 | 1,004,000 | 697,000 | 0 | ||||||||||||
Amount due from related parties | 303,000 | 303,000 | $ 266,000 | $ 240,000 | ||||||||||||
Option exercise (in shares) | shares | 5,589,084 | 2,421,657 | ||||||||||||||
Energica | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Equity method investment, ownership percentage | 20% | |||||||||||||||
Service agreement with SSSIG | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Related party transaction, amounts of transaction | $ 400,000 | $ 1,400,000 | ||||||||||||||
Amount due from related parties | $ 400,000 | 400,000 | $ 400,000 | |||||||||||||
Professional fees | $ 400,000 | $ 400,000 | $ 700,000 | |||||||||||||
Due to other related parties | 600,000 | |||||||||||||||
Glory | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Amount due to related parties | 500,000 | |||||||||||||||
Due to other related parties | 200,000 | 200,000 | ||||||||||||||
Affiliated Entity | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Principal | $ 5,700,000 | € 5 | ||||||||||||||
Notes receivable from related party | 700,000 | |||||||||||||||
Interest income recognized | 28,476 | 6,476 | ||||||||||||||
Amount due from related parties | $ 1,800,000 | |||||||||||||||
Option exercise (in shares) | shares | 847,156 | |||||||||||||||
Options exercise | $ 1,300,000 | |||||||||||||||
Common stock issuance for convertible note (in shares) | shares | 1,800,000 | |||||||||||||||
Cash consideration | $ 3,100,000 | |||||||||||||||
Affiliated Entity | Euribor | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest rate | 2% | |||||||||||||||
Affiliated Entity | Revolving Credit Facility | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Note receivable | $ 4,500,000 | |||||||||||||||
Borrowing from Dr. Wu. and his affiliates | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Amount due to related parties | 200,000 | 200,000 | 200,000 | 200,000 | ||||||||||||
Payables from related party | 700,000 | 700,000 | 700,000 | 600,000 | ||||||||||||
Shenma | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock issuance | $ 4,900,000 | |||||||||||||||
Number of installments | installment | 6 | |||||||||||||||
Payments to acquire equity Interest | 500,000 | $ 500,000 | ||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Paycheck Protection Program | Unsecured Debt | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Due to other related parties | 100,000 | 100,000 | ||||||||||||||
Energica | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Notes receivable from related party | 700,000 | |||||||||||||||
Energica | Affiliated Entity | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Notes receivable from related party | 1,400,000 | |||||||||||||||
Energica | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Amount due to related parties | 1,300,000 | 1,300,000 | ||||||||||||||
Payments from related party | $ 200,000 | $ 300,000 | ||||||||||||||
Number Of Related Party Entities | entity | 3 | |||||||||||||||
Energica | Energica | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Equity method investment, ownership percentage | 20% | |||||||||||||||
Energica | Affiliated Entity | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Notes receivable from related party | $ 1,100,000 | |||||||||||||||
Qianxi | Shenma | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Percentage of ownership interest | 1.72% | 1.72% | ||||||||||||||
Payments to acquire equity Interest | $ 500,000 | $ 500,000 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 03, 2018 | Dec. 03, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding to purchase shares of common stock (in shares) | 22,625,323 | 22,625,323 | 21,843,781 | 25,087,416 | 14,936,726 | ||||
Warrants outstanding (in shares) | 950,000 | 950,000 | 1,100,000 | 900,000 | |||||
Share-based payments expense | $ 2,900,000 | $ 2,000,000 | $ 5,200,000 | $ 4,000,000 | $ 22,000,000 | $ 12,000,000 | $ 9,100,000 | ||
Unrecognized compensation expense related to non-vested share options | $ 8,700,000 | $ 8,700,000 | 12,900,000 | ||||||
Weighted average period for recognition related to non-vested stock options (in years) | 1 year 3 months 21 days | ||||||||
Total intrinsic value of shares exercised | $ 0 | 500,000 | 7,731,175 | 2,421,499 | 0 | ||||
Total fair value of vested shares | 4,800,000 | 1,900,000 | $ 8,400,000 | 11,800,000 | 8,500,000 | ||||
Cash received from options exercised | $ 0 | $ 300,000 | |||||||
Weighted average exercise price of warrants (in dollars per share) | $ 4.24 | $ 4.24 | $ 4 | ||||||
Weighted average remaining life of warrants (in years) | 2 months 4 days | 7 months 9 days | |||||||
Unrecognized compensation cost related to unvested restricted shares | $ 0 | $ 0 | |||||||
2010 Stock Incentive Plan ("the Plan") | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized for issuance (in shares) | 56,800,000 | 31,500,000 | |||||||
Number of options available for issuance (in shares) | 16,600,000 | 16,600,000 | 17,400,000 | ||||||
Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding to purchase shares of common stock (in shares) | 22,600,000 | 22,600,000 | |||||||
Weighted average period for recognition related to non-vested stock options (in years) | 1 year 4 months 24 days | ||||||||
Cash received from options exercised | $ 8,400,000 | $ 1,700,000 | $ 0 | ||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation cost related to unvested restricted shares | $ 0 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options Outstanding | |||
Beginning balance (in shares) | 21,843,781 | 25,087,416 | 14,936,726 |
Granted (in shares) | 1,605,000 | 9,562,000 | 15,854,166 |
Expired (in shares) | (627,964) | (2,966,509) | (1,682,658) |
Forfeited (in shares) | (195,494) | (4,250,042) | (1,599,161) |
Ending balance (in shares) | 22,625,323 | 21,843,781 | 25,087,416 |
Vested at end of period (in shares) | 17,132,533 | 14,264,369 | |
Expected to vest at end of period (in shares) | 5,492,790 | 7,579,412 | |
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 1.74 | $ 1.29 | $ 2.13 |
Granted (in dollars per share) | 1.01 | 2.49 | 0.60 |
Expired (in dollars per share) | 2.54 | 1.69 | 2.72 |
Forfeited (in dollars per share) | 2.30 | 1.10 | 1.58 |
Ending balance (in dollars per share) | 1.67 | 1.74 | $ 1.29 |
Vested at end of period (in dollars per share) | 1.51 | $ 1.53 | |
Expected to vest at end of period (in dollars per share) | $ 2.16 | ||
Weighted Average Remaining Contractual Life (Years) | |||
Outstanding | 8 years 21 days | 8 years 21 days | 7 years 11 months 1 day |
Vested at end of period (in years) | 7 years 8 months 12 days | 7 years 8 months 15 days | |
Expected to vest at end of period (in years) | 9 years 2 months 1 day | 9 years 4 months 13 days | |
Aggregate Intrinsic Value | |||
Outstanding at beginning period | $ 4,596,393 | $ 18,554,241 | |
Outstanding at end of period | 791,894 | 4,596,393 | $ 18,554,241 |
Vested at end of period | $ 791,894 | 3,927,341 | |
Expected to vest at end of period | $ 669,052 |
Share-Based Compensation - As_2
Share-Based Compensation - Assumptions Used to Estimate the Fair Values (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected volatility, minimum | 123% | 120% |
Expected volatility, maximum | 124% | 122% |
Risk free interest rate, minimum | 1.69% | 0.51% |
Risk free interest rate, maximum | 2.87% | 1.01% |
Minimum | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term (in years) | 5 years 6 months 3 days | 5 years 6 months 3 days |
Maximum | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term (in years) | 5 years 6 months 10 days | 5 years 6 months 14 days |
Share-Based Compensation - Wa_2
Share-Based Compensation - Warrants (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable (in shares) | 950,000 | 1,100,000 | 900,000 |
Exercise Price (in dollars per share) | $ 4.24 | $ 4 | |
Service providers expiring July 2022 | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable (in shares) | 200,000 | 200,000 | 200,000 |
Exercise Price (in dollars per share) | $ 5 | $ 5 | |
Service providers expiring October 2022 | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable (in shares) | 550,000 | 700,000 | 700,000 |
Exercise Price (in dollars per share) | $ 2.50 | $ 2.50 | |
Service provider one expiring Expiring January 2023 | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable (in shares) | 100,000 | 100,000 | 0 |
Exercise Price (in dollars per share) | $ 7.50 | $ 7.50 | |
Service provider two expiring January 2023 | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable (in shares) | 100,000 | 100,000 | 0 |
Exercise Price (in dollars per share) | $ 9 | $ 9 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share - Summary of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||||||
Net earnings (loss) attributable to common stockholders | $ (37,767) | $ (6,695) | $ (66,278) | $ (13,178) | $ (256,011) | $ (101,264) | $ (98,508) |
Basic weighted average common shares outstanding (in shares) | 497,792,525 | 433,098,279 | 497,577,331 | 412,230,966 | 447,829,204 | 213,490,535 | 119,766,859 |
Effect of dilutive securities | |||||||
Diluted potential common shares (in shares) | 497,792,525 | 433,098,279 | 497,577,331 | 412,230,966 | 447,829,204 | 213,490,535 | 119,766,859 |
Earnings (loss) per share: | |||||||
Basic (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.13) | $ (0.03) | $ (0.57) | $ (0.47) | $ (0.82) |
Diluted (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.13) | $ (0.03) | $ (0.57) | $ (0.47) | $ (0.82) |
Earnings (Loss) Per Common Sh_4
Earnings (Loss) Per Common Share - Computation of Diluted Earnings Loss Per Share (Details) - shares shares in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 43,800 | 55,968 | 28,018 | 55,045 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 950 | 1,100 | 900 | 8,996 |
Options and RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 22,640 | 21,859 | 25,172 | 14,937 |
Series A Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 933 | 933 | 933 | 933 |
Contingent shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 1,491 | 1,491 | 1,013 | 8,501 |
Convertible promissory note and interest | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 17,786 | 30,585 | 0 | 21,678 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) item | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | |
Operating Loss Carryforwards [Line Items] | |||||||||
Valuation allowance | 100% | (10.30%) | (15.70%) | (16.40%) | |||||
Valuation allowance offset | 80% | ||||||||
Income tax benefit | $ 147 | $ 1,682 | $ 525 | $ 9,027 | $ 11,786 | $ 3,308 | $ (417) | ||
Number of businesses acquired | item | 4 | 1 | 4 | ||||||
Deferred tax liabilities | $ 11,000 | $ 7,371 | 6,863 | ||||||
Deferred tax liabilities, business acquisition | 2,700 | 12,200 | |||||||
Income tax benefit | 371 | 241 | 176 | ||||||
Income tax expense | $ 0 | ||||||||
Valuation allowance (percentage) | 1% | 1% | |||||||
Deferred tax assets | 300 | $ 300 | 126 | ||||||
Unrecognized tax positions | 0 | 0 | 256 | 0 | 0 | $ 0 | |||
State | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Income tax benefit | 300 | ||||||||
Income tax benefit | 0 | 0 | 0 | ||||||
Foreign | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Income tax benefit | 200 | ||||||||
Income tax benefit | $ 371 | $ 241 | $ 176 | ||||||
Timios and WAVE | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Income tax benefit | 1,700 | $ 9,100 | |||||||
Net state deferred tax liabilities | $ 100 | $ 300 | |||||||
Energica | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Deferred tax liabilities | $ 4,700 | $ 4,700 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Aug. 16, 2022 USD ($) | Mar. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) item | Jun. 30, 2022 USD ($) | Jun. 01, 2022 | Dec. 31, 2021 USD ($) | Jan. 28, 2021 USD ($) | Sep. 30, 2020 USD ($) | Jul. 19, 2019 USD ($) | |
Loss Contingencies [Line Items] | |||||||||
Settlement in principle, subject to finalizing a settlement agreement and approval of the Court | $ 1,700 | $ 5,000 | $ 5,000 | ||||||
Number of plaintiffs | item | 1 | 1 | |||||||
Settlement payable | $ 1,300 | $ 1,300 | |||||||
Gain contingency | $ 400 | ||||||||
Cost | $ 18,791 | $ 15,000 | |||||||
Subsequent Event | |||||||||
Loss Contingencies [Line Items] | |||||||||
Judgment amount | $ 16,400 | ||||||||
Prejudgment interest rate | 6% | ||||||||
Post judgment interest rate | 9% | ||||||||
Silk EV Note | Convertible Debt | |||||||||
Loss Contingencies [Line Items] | |||||||||
Interest rate | 6% | 6% | |||||||
Silk EV | Convertible promissory note and interest | |||||||||
Loss Contingencies [Line Items] | |||||||||
Cost | $ 15,000 | $ 15,000 | $ 15,000 |
Contingent Consideration - Su_2
Contingent Consideration - Summary of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 11, 2021 | |
Fair Value Measurements | |||||||
Contingent consideration | $ 868 | $ 999 | $ 899 | ||||
Common stock issuance for acquisition (in shares) | 11,300,000 | 7,400,000 | |||||
Common Stock | |||||||
Fair Value Measurements | |||||||
Common stock issuance for acquisition (in shares) | 6,733,497 | 10,181,299 | 0 | 18,926,413 | 13,056,055 | 37,966,908 | |
DBOT | |||||||
Fair Value Measurements | |||||||
Contingent consideration | $ 649 | $ 649 | $ 649 | ||||
Tree Technologies | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 119 | 250 | 250 | ||||
Solectrac | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 100 | 100 | $ 2,400 | ||||
Level I | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | 0 | |||||
Level I | DBOT | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | 0 | |||||
Level I | Tree Technologies | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | 0 | |||||
Level I | Solectrac | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | ||||||
Level II | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | 0 | |||||
Level II | DBOT | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | 0 | |||||
Level II | Tree Technologies | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | 0 | |||||
Level II | Solectrac | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 0 | ||||||
Level III | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 868 | 999 | 899 | ||||
Level III | DBOT | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 649 | 649 | 649 | ||||
Level III | Tree Technologies | |||||||
Fair Value Measurements | |||||||
Contingent consideration | 119 | 250 | $ 250 | ||||
Level III | Solectrac | |||||||
Fair Value Measurements | |||||||
Contingent consideration | $ 100 | $ 100 |
Contingent Consideration - Si_2
Contingent Consideration - Significant Inputs and Assumptions (Details) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Tree Technologies | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 15 | ||||
Risk-free interest rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 3.4 | 0.1 | 1.6 | ||
Risk-free interest rate | DBOT | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 0.1 | 1.6 | |||
Risk-free interest rate | Solectrac | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 0.019 | ||||
Expected volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 25 | 30 | 30 | ||
Expected volatility | DBOT | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 30 | 30 | |||
Expected volatility | Solectrac | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 0.250 | ||||
Expected discount rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 13.1 | ||||
Expected discount rate | Solectrac | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 0.187 | ||||
Expected term (years) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 0.08 | 0.25 | |||
Expected term (years) | DBOT | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 0.08 | 0.25 | |||
Expected dividend yield | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 0 | 0 | |||
Weighted-average cost of capital | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 15 | 15 | |||
Weighted-average cost of capital | Tree Technologies | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 15 | ||||
Probability | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 5 | 20 | |||
Probability | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 10 | 55 | |||
Probability | Tree Technologies | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 5 | 5 | |||
Probability | Tree Technologies | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration liability, measurement input | 10 | 10 |
Contingent Consideration - Re_2
Contingent Consideration - Reconciliation of Level 3 Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Remeasurement loss/(gain) recognized in the statement of operations | $ 2,401 | $ 131 | $ 1,907 | $ 9,600 | $ 5,503 | $ (5,094) |
Contingent Consideration | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 999 | $ 8,960 | 8,960 | 24,656 | 0 | |
Remeasurement loss/(gain) recognized in the statement of operations | (131) | (9,600) | (5,503) | |||
Ending balance | $ 868 | $ 999 | $ 8,960 | $ 24,656 |
Subsequent Events (Details)_2
Subsequent Events (Details) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 15, 2022 USD ($) shares | Sep. 02, 2022 shares | Sep. 01, 2022 USD ($) $ / shares shares | Aug. 29, 2022 USD ($) D $ / shares | Jul. 12, 2022 shares | Jun. 10, 2021 shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2019 USD ($) | Aug. 31, 2022 USD ($) | May 31, 2022 USD ($) | Aug. 30, 2021 USD ($) | May 20, 2021 USD ($) | |
Subsequent Event [Line Items] | |||||||||||||||||
Principal | $ 33,598 | $ 33,598 | $ 57,811 | $ 565 | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Revenue | $ 34,202 | $ 30,128 | $ 59,593 | $ 60,066 | $ 114,080 | $ 26,759 | $ 44,566 | ||||||||||
PRC | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Revenue | 15,647 | $ 5,074 | 28,882 | $ 8,130 | 29,712 | $ 25,045 | $ 2,693 | ||||||||||
Cash | 12,400 | 12,400 | |||||||||||||||
Convertible promissory note and interest | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Cost | 67,640 | 67,640 | 54,319 | ||||||||||||||
VIA Motors International, Inc. | Convertible promissory note and interest | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Cost | $ 48,018 | $ 48,018 | $ 42,500 | $ 42,500 | |||||||||||||
US Hybrid | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of common stock issued (in shares) | shares | 6.6 | ||||||||||||||||
Subsequent Event | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||
Subsequent Event | VIA Motors International, Inc. | Convertible promissory note and interest | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Cost | $ 24,600 | ||||||||||||||||
Subsequent Event | Standby Equity Purchase Agreement | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Transaction period | 36 months | 36 months | |||||||||||||||
Shares issued as a percentage of outstanding stock | 19.90% | 5% | |||||||||||||||
Threshold consecutive trading days, pricing period | 3 days | ||||||||||||||||
Number of shares issued (in shares) | shares | 150 | 60 | 60 | ||||||||||||||
Commitment fee | $ 1,500 | $ 600 | |||||||||||||||
Purchase price equal to percentage of market price | 95% | 95% | |||||||||||||||
Subsequent Event | US Hybrid | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of common stock issued (in shares) | shares | 6.6 | ||||||||||||||||
Equity interest percentage | 100% | ||||||||||||||||
Convertible Debt | VIA Motors International, Inc. | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Principal | $ 42,500 | ||||||||||||||||
Interest rate | 4% | ||||||||||||||||
Via Motor Note | Convertible Debt | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Principal | $ 11,700 | $ 42,500 | $ 2,200 | ||||||||||||||
Interest rate | 4% | 4% | 4% | 4% | |||||||||||||
Via Motor Note | Convertible Debt | Subsequent Event | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Principal | $ 12,900 | $ 11,700 | |||||||||||||||
Interest rate | 4% | ||||||||||||||||
Convertible Debenture | Subsequent Event | YA II PN, Ltd | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Convertible notes payable | $ 16,700 | ||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.50 | ||||||||||||||||
Threshold percentage | 85% | ||||||||||||||||
Threshold consecutive trading days | D | 7 | ||||||||||||||||
Conversion price of common stock | $ / shares | $ 0.20 |