Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Sep. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35561 | |
Entity Registrant Name | IDEANOMICS, INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 20-1778374 | |
Entity Address, Address Line One | 1441 Broadway | |
Entity Address, Address Line Two | Suite 5116 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10018 | |
City Area Code | 212 | |
Local Phone Number | 206-1216 | |
Title of 12(b) Security | Common stock, $0.001 par value per share | |
Trading Symbol | IDEX | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 492,449,892 | |
Entity Central Index Key | 0000837852 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 85,508 | $ 269,863 |
Accounts receivable, net | 6,657 | 3,338 |
Contract assets | 3,115 | 2,772 |
Amount due from related parties | 303 | 266 |
Available-for-sale securities | 3,312 | 0 |
Notes receivable from third parties | 69,830 | 54,907 |
Notes receivable from related party | 1,004 | 697 |
Inventory | 23,770 | 6,159 |
Prepaid expenses | 23,187 | 20,015 |
Other current assets | 5,129 | 4,490 |
Total current assets | 221,815 | 362,507 |
Property and equipment, net | 8,318 | 2,905 |
Intangible assets, net | 84,367 | 42,546 |
Goodwill | 72,098 | 16,161 |
Operating lease right of use assets | 17,740 | 12,827 |
Long-term investments | 25,518 | 35,588 |
Other non-current assets | 1,345 | 903 |
Total assets | 431,201 | 473,437 |
Current liabilities | ||
Accounts payable | 16,310 | 6,674 |
Deferred revenue (including customer deposits of $4,407 and $3,163 as of June 30, 2022 and December 31, 2021, respectively) | 6,048 | 5,392 |
Accrued salaries | 6,269 | 8,957 |
Amount due to related parties | 2,394 | 1,102 |
Other current liabilities | 12,792 | 7,137 |
Current portion of operating lease liabilities | 3,926 | 3,086 |
Current contingent consideration | 722 | 648 |
Promissory note-short term | 3,591 | 312 |
Convertible promissory note due to third-parties-short term | 33,437 | 57,809 |
Total current liabilities | 85,489 | 91,117 |
Promissory note-long term | 1,716 | 0 |
Operating lease liability-long term | 13,638 | 9,647 |
Non-current contingent consideration | 145 | 350 |
Deferred tax liabilities | 8,799 | 5,073 |
Other long-term liabilities | 725 | 620 |
Total liabilities | 110,512 | 106,807 |
Commitments and contingencies (Note 19) | ||
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 | 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 | 497 |
Additional paid-in capital | 973,701 | 968,066 |
Accumulated deficit | (672,037) | (605,758) |
Accumulated other comprehensive income | (5,691) | 222 |
Total Ideanomics, Inc. shareholders' equity | 296,471 | 363,027 |
Non-controlling interest | 22,956 | 2,341 |
Total equity | 319,427 | 365,368 |
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | $ 431,201 | $ 473,437 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current liabilities | ||
Customer deposits | $ 4,407 | $ 3,163 |
Convertible redeemable preferred stock and Redeemable non-controlling interest: | ||
Convertible redeemable preferred stock, Series A shares issued (in shares) | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, Series A shares outstanding (in shares) | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, Series A liquidation and deemed liquidation preference | $ 3,500 | $ 3,500 |
Equity: | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (in shares) | 497,272,525 | 497,272,525 |
Common stock, shares outstanding (in shares) | 497,272,525 | 497,272,525 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total revenue | $ 34,202 | $ 30,128 | $ 59,593 | $ 60,066 |
Total cost of revenue | 32,713 | 21,096 | 58,084 | 40,322 |
Gross profit | 1,489 | 9,032 | 1,509 | 19,744 |
Operating expenses: | ||||
Selling, general and administrative expenses | 38,750 | 19,780 | 75,845 | 36,669 |
Research and development expense | 680 | 235 | 1,694 | 245 |
Asset impairment | 572 | 0 | 653 | 0 |
Remeasurement loss/(gain) recognized in the statement of operations | 0 | (2,401) | (131) | (1,907) |
Litigation settlement | 42 | 0 | 42 | 5,000 |
Depreciation and amortization | 2,282 | 1,441 | 3,567 | 2,769 |
Total operating expenses | 42,326 | 19,055 | 81,670 | 42,776 |
Loss from operations | (40,837) | (10,023) | (80,161) | (23,032) |
Interest and other income (expense): | ||||
Interest income | 840 | 238 | 1,603 | 395 |
Interest expense | (488) | (801) | (1,067) | (1,375) |
Loss on disposal of subsidiaries, net | (42) | (1,234) | (188) | (1,264) |
Gain on remeasurement of investment | 0 | 2,915 | 10,965 | 2,915 |
Other income, net | 1,696 | 837 | 1,887 | 499 |
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 |
Equity in gain (loss) of equity method investees | (589) | (461) | (1,928) | (615) |
Net loss | (39,273) | (6,847) | (68,364) | (13,450) |
Net loss attributable to common shareholders | (39,273) | (6,847) | (68,364) | (13,450) |
Net loss attributable to non-controlling interest | 1,506 | 152 | 2,086 | (272) |
Net loss attributable to Ideanomics, Inc. common shareholders | $ (37,767) | $ (6,695) | $ (66,278) | $ (13,178) |
Earnings (loss) per share | ||||
Basic (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.13) | $ (0.03) |
Diluted (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.13) | $ (0.03) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 497,792,525 | 433,098,279 | 497,577,331 | 412,230,966 |
Diluted (in shares) | 497,792,525 | 433,098,279 | 497,577,331 | 412,230,966 |
Sale of products | ||||
Total revenue | $ 24,534 | $ 6,957 | $ 39,411 | $ 11,472 |
Total cost of revenue | 25,027 | 6,060 | 40,765 | 10,512 |
Sale of services | ||||
Total revenue | 9,589 | 22,795 | 20,049 | 48,004 |
Total cost of revenue | 7,605 | 14,663 | 17,188 | 29,277 |
Other revenue | ||||
Total revenue | 79 | 376 | 133 | 590 |
Total cost of revenue | $ 81 | $ 373 | $ 131 | $ 533 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - Sale of products - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue from related party | $ 0 | $ 0 | $ 0 | $ 1 |
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 | |
Statement of Comprehensive Income [Abstract] | |||||||
Net loss | $ (39,273) | $ (6,847) | $ (68,364) | $ (13,450) | $ (256,700) | ||
Other comprehensive income (loss), net of nil tax: | |||||||
Changes in fair value of available-for-sale securities | 0 | (20) | 0 | (20) | |||
Foreign currency translation adjustments | (9,012) | $ 1,209 | (40) | $ (693) | (7,803) | (733) | |
Comprehensive loss | (48,285) | (6,907) | (76,167) | (14,203) | |||
Comprehensive loss (gain) attributable to non-controlling interest | 3,385 | 158 | 3,681 | 591 | |||
Comprehensive loss attributable to Ideanomics, Inc. common shareholders | $ (44,900) | $ (6,749) | $ (72,486) | $ (13,612) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
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 | Total | At-The-Market Offering | Private Placement | Ideanomics Shareholders’ equity | Ideanomics Shareholders’ equity At-The-Market Offering | Ideanomics Shareholders’ equity Private Placement | Common Stock | Common Stock At-The-Market Offering | Common Stock Private Placement | Additional Paid-in Capital | Additional Paid-in Capital At-The-Market Offering | Additional Paid-in Capital Private Placement | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interest | ||
Beginning balance (in shares) at Dec. 31, 2020 | 344,861,295 | ||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 187,434 | $ 183,695 | $ 345 | $ 531,866 | $ (349,747) | $ 1,231 | $ 3,739 | [1] | |||||||||
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 | 32,377 | $ 10 | 32,367 | |||||||||||||
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 | 53,407 | $ 18 | 53,389 | |||||||||||||
Common stock issuance for convertible note (in shares) | 45,895,763 | ||||||||||||||||
Common stock issuance for convertible note | 140,126 | 140,126 | $ 46 | 140,080 | |||||||||||||
Net income (loss) | (6,719) | (6,483) | (6,483) | (236) | [1] | ||||||||||||
Foreign currency translation adjustments, net of nil tax | (693) | (380) | (380) | (313) | [1] | ||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 419,469,800 | ||||||||||||||||
Ending balance at Mar. 31, 2021 | 417,043 | 413,853 | $ 419 | 768,813 | (356,230) | 851 | 3,190 | [1] | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 344,861,295 | ||||||||||||||||
Beginning balance at Dec. 31, 2020 | 187,434 | 183,695 | $ 345 | 531,866 | (349,747) | 1,231 | 3,739 | [1] | |||||||||
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 | 543,198 | 540,282 | $ 466 | 901,943 | (362,925) | 798 | 2,916 | [1] | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 344,861,295 | ||||||||||||||||
Beginning balance at Dec. 31, 2020 | 187,434 | 183,695 | $ 345 | 531,866 | (349,747) | 1,231 | 3,739 | [1] | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 497,272,525 | ||||||||||||||||
Ending balance at Dec. 31, 2021 | 365,368 | 363,027 | $ 497 | 968,066 | (605,758) | 222 | 2,341 | [1] | |||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 419,469,800 | ||||||||||||||||
Beginning balance at Mar. 31, 2021 | 417,043 | 413,853 | $ 419 | 768,813 | (356,230) | 851 | 3,190 | [1] | |||||||||
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 | 21,127 | $ 7 | 21,120 | |||||||||||||
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 | 7,740 | $ 5 | 7,735 | |||||||||||||
Common stock issuance (in shares) | 25,301,190 | 10,000,000 | |||||||||||||||
Common stock issuance | $ 74,347 | $ 27,300 | $ 74,347 | $ 27,300 | $ 25 | $ 10 | $ 74,322 | $ 27,290 | |||||||||
Changes in available-for-sale securities fair value | (20) | (20) | (20) | ||||||||||||||
Net income (loss) | [1] | (6,962) | (6,695) | (6,695) | (267) | ||||||||||||
Foreign currency translation adjustments, net of nil tax | (40) | (33) | (33) | (7) | [1] | ||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 466,354,487 | ||||||||||||||||
Ending balance at Jun. 30, 2021 | 543,198 | 540,282 | $ 466 | 901,943 | (362,925) | 798 | 2,916 | [1] | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 497,272,525 | ||||||||||||||||
Beginning balance at Dec. 31, 2021 | 365,368 | 363,027 | $ 497 | 968,066 | (605,758) | 222 | 2,341 | [1] | |||||||||
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 | 435 | $ 1 | 434 | |||||||||||||
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) | [1] | ||||||||||||||
Acquisitions | 24,778 | 24,778 | [1] | ||||||||||||||
Net income (loss) | (29,092) | (28,512) | (28,512) | (580) | [1] | ||||||||||||
Foreign currency translation adjustments, net of nil tax | 1,209 | 925 | 925 | 284 | [1] | ||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 497,747,525 | ||||||||||||||||
Ending balance at Mar. 31, 2022 | 364,800 | 338,213 | $ 498 | 970,838 | (634,270) | 1,147 | 26,587 | [1] | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 497,272,525 | ||||||||||||||||
Beginning balance at Dec. 31, 2021 | 365,368 | 363,027 | $ 497 | 968,066 | (605,758) | 222 | 2,341 | [1] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Changes in available-for-sale securities fair value | 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 | 319,427 | 296,471 | $ 498 | 973,701 | (672,037) | (5,691) | 22,956 | [1] | |||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 497,747,525 | ||||||||||||||||
Beginning balance at Mar. 31, 2022 | 364,800 | 338,213 | $ 498 | 970,838 | (634,270) | 1,147 | 26,587 | [1] | |||||||||
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 | [1] | ||||||||||||||
Changes in available-for-sale securities fair value | 0 | ||||||||||||||||
Net income (loss) | (39,273) | (37,767) | (37,767) | (1,506) | [1] | ||||||||||||
Foreign currency translation adjustments, net of nil tax | (9,012) | (6,838) | (6,838) | (2,174) | [1] | ||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 497,747,525 | ||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 319,427 | $ 296,471 | $ 498 | $ 973,701 | $ (672,037) | $ (5,691) | $ 22,956 | [1] | |||||||||
[1]Excludes accretion of dividend for redeemable non-controlling interest. |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (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 | |
Cash flows from operating activities: | |||||
Net loss | $ (39,273) | $ (6,847) | $ (68,364) | $ (13,450) | $ (256,700) |
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Share-based compensation expense | 5,218 | 4,047 | |||
Depreciation and amortization | 2,282 | 1,441 | 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 | 589 | 461 | 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 | 0 | (2,915) | (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 | 165,764 | ||
Cash and cash equivalents at the end of the period | $ 85,508 | $ 395,642 | 85,508 | 395,642 | $ 269,863 |
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 |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Ideanomics, Inc. (Nasdaq: IDEX) is a Nevada corporation that primarily operates in Asia and the United States through its subsidiaries. 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 marke t, 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. |
Immaterial Corrections of Prior
Immaterial Corrections of Prior Period Condensed Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Immaterial Corrections of Prior Period Condensed Consolidated Financial Statements | 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 prior period consolidated financial statements have been revised in the applicable consolidated financial statements. The Company concluded a revision of prior period consolidated financial statements was appropriate the next time they were reported, since the correction of errors would have been material if recorded in the year ended December 31, 2021. Periods not presented herein will be revised, as applicable, in future filings. Although management has determined that the errors, individually and in the aggregate, were not material to prior periods, the condensed consolidated financial statements for the three and six months ended June 30, 2021, included herein, have been revised to correct for the impact of these items. Unless otherwise indicated, the condensed consolidated financial information as of and for the three and six months ended June 30, 2021 presented in this Quarterly Report on Form 10-Q reflects these revisions. 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 2769 Income tax benefit (9,190) (203) (9393) Equity in losses of equity method investees 698 (83) 615 Accounts receivable 5,503 (535) 4968 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 |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | 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
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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, 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. |
Available-for-Sale Securities
Available-for-Sale Securities | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-Sale Securities | 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 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated 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. |
Notes Receivable from Third Par
Notes Receivable from Third Parties | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Notes Receivable from Third Parties | Notes Receivable from Third Parties Notes receivable consists of the following (in thousands): As of June 30, 2022 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated 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 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated 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 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 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | 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 Acq uisitions 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 Acq uisitions 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 million. 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 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 remeasured 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 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 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, o ther 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. Subsequent to this transaction, the Company owned 29.0% of the outstanding common stock of FNL. The Company recognized a disposal loss of $1.2 million as a result of the deconsolidation of Grapevine, and such loss was recorded in “Loss on disposal of subsidiaries, net” in the condensed consolidated statements of operations. Through its ownership in FNL, the Company has retained a 29.0% interest in Grapevine. The disposal loss of $1.2 million includes the adjustment recorded to adjust the retained interest of 29.0% in Grapevine to its fair value on the date of disposal. The 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. |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable The following table summarizes the Company’s accounts receivable (in thousands): June 30, December 31, 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, 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 . |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The following table summarizes the Company’s property and equipment (in thousands): June 30, December 31, 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 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 million, and impairment charges related to the Timios tradename and lender relationships of $0.7 million and $13.2 million, respectively, for the year ended December 31, 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) 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 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 Gross Accumulated Impairment Net Gross Accumulated Impairment Net 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): Years ending June 30, Amortization to be (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
Long-term Investments | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Long-term Investments | Long-term Investments The following table summarizes the Company’s long-term investments (in thousands): June 30, December 31, 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 January 1, 2021 Addition Income (loss) Reclassification to equity method investee Reclassification to subsidiaries Dilution loss due to investee share issuance June 30, 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 million. Ideanomics now owns 100% of Soletrac, and commenced consolidation of Solectrac on that date. 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. If some or all of these ordinary shares were converted into ordinary shares with supervoting rights, the Company’s ownership in Energica would be diluted, perhaps significantly. The aggregate market value of the Energica common shares owned by the Company was $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 of four seats on the board of directors. (f) PEA |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 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): June 30, 2022 Leased Property 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 |
Leases | 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): June 30, 2022 Leased Property 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 |
Promissory Notes
Promissory Notes | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable, Current [Abstract] | |
Promissory Notes | 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, 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. I nterest 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. I nterest 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 to 42 months. Due to the nature of the lending arrangements providing working capital, these arrangements are primarily classified as current liabilities and are secured primarily by Energica’s related trade accounts receivable, inventory and other current assets. 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. In the event of default, the interest rate would increase to 18.0%. 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 |
Stockholders' Equity, Convertib
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | Stockholders’ Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest Convertible Preferred Stock The Board of Directors has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of June 30, 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 following the date of the SEDA’s entrance into force. The shares would be purchased at (i) 95% of the Market Price if the applicable pricing period is two five two five 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation As of June 30, 2022, the Company had 22.6 million options and 1.0 million w arrants 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 . For the options with market conditions, the fair value of each award is estimated on the date of grant using Monte-Carlo valuation model and recognizes the fair value of each option 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 Black-Scholes Merton valuation model and recognizes the fair value of each option 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 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 sh ares. 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: Options Weighted Weighted Aggregate 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 wer e $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. June 30, 2022 December 31, 2021 Warrants Outstanding Number of Number of Exercise Expiration 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. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share | 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, 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, 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 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 acquired businesses, resulted in the recognition of $11.0 million deferred tax liabilities, of which $2.7 million was in the three months ended June 30, 2021. The federal tax returns of all four acquired businesses will be included in the Ideanomics and subsidiaries consolidated U.S. federal tax return. WAVE will be included in the state tax returns of Ideanomics. The federal deferred tax liabilities, and the WAVE state deferred tax liabilities created, resulted in the valuation allowance on Ideanomics’ deferred tax assets being reduced by a similar amount. Ideanomics’ net deferred tax assets that had previously been judged to be more likely that not to be unable to reduce the Company’s income tax liability and consequently were completely offset by a valuation allowance. Once the acquisitions of four acquired businesses occurred, a portion of Ideanomics’ deferred tax assets could be utilized in offsetting the newly acquired deferred tax liabilities, this resulted in a one-time income tax benefit of $1.7 million during the three months ended June 30, 2021 and a one-time income tax benefit of $9.1 million during the six months ended June 30, 2022. 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lawsuits and Legal Proceedings From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the business. 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. , was filed in the United States District Court for the Southern District of New York against the Company and certain of its then current and former officers and directors. The Amended Complaint alleged violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934. Among other things, the Amended Complaint alleged purported misstatements made by the Company in 2017 and 2018, seeking damages. As part of a mediation, the parties reached a settlement for $5.0 million . The Court granted final approval of the settlement on January 25, 2022. On June 28, 2020, a purported securities class action, captioned Lundy v. Ideanomics Inc. et al. , was filed in the United States District Court for the Southern District of New York against the Company and certain current officers and directors of the Company. Additionally, on July 7, 2020, a purported securities class action captioned Kim v. Ideanomics Inc. et al , was filed in the Southern District of New York against the Company and certain current officers and directors of the Company. Both cases alleged violations of Section 10(b) and 20(a) of the Exchange Act arising from certain purported misstatements by the Company beginning in September 2020 regarding its Ideanomics China division. On November 4, 2020, the Lundy and Kim actions were consolidated and the litigation is now titled “ In re Ideanomics, Inc. Securities Litigation.” In December 2020, the Court appointed Rene Aghajanian as lead plaintiff and an amended complaint was filed in February 2021, alleging violations of Section 10(b) and 20(a) of the Exchange Act arising from certain purported misstatements by the Company beginning in March 2020 regarding its Ideanomics China division and seeking damages. The defendants filed a motion to dismiss on May 6, 2021. On March 15, 2022, the Court granted Defendants’ motions to dismiss in full and dismissed Plaintiff’s complaint. On April 14, 2022, Plaintiff sought leave to amend its complaint and Defendants opposed that request. The Court has not yet ruled on Plaintiff’s request to amend the complaint. While the Company believes that this action is without merit, there can be no assurance that the Company will prevail. We cannot predict the outcome of the pending request seeking leave to amend the complaint. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation. 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 . The Complaint alleges violations of Section 14(a) of the Exchange Act 1934, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and corporate waste and seeks monetary damages and other relief on behalf of the Company. Additionally, on September 11, 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 Elleisy, Jr. v. Ideanomics, et al, alleging violations and allegations similar to the Toorani litigation. On October 10, 2020, the Court in the Elleisy and Toorani , consolidated these two actions. Additionally, on October 27, 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 District of Nevada, captioned Zare v. Ideanomics, et al , alleging violations and allegations similar to the Toorani and Elleisy litigation. The Company and certain of the defendants have reached a settlement in which the Company has agreed to certain corporate governance and internal procedure reforms. The Court granted final approval on March 1, 2022. 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 .¸ December 2, 2021; Saee v. Ideanomics, et al., December 7, 2021; and Foran v. Ideanomics, Inc., et al., January 11, 2022. In those complaints, Plaintiffs allege that the Company’s Registration Statement on Form S-4 initially filed with the SEC on November 5, 2021, is false and misleading and purportedly omits material information regarding the Company’s acquisition of VIA. The Company believes that its disclosures comply fully with applicable law and that the demand letters and complaints are without merit. Nevertheless, in order to moot the purported deficiencies alleged in the demand letters and the complaints, avoid the risk of delaying the consummation of the merger, and minimize the costs, risks, and uncertainties inherent in litigation, the Company, without admitting any liability or wrongdoing, voluntarily provided certain supplemental disclosures. Nothing in those supplemental disclosures should be considered an admission of the legal necessity or materiality under applicable laws of any of the disclosures included. To the contrary, the Company denies all of the allegations in the demand letters and the complaints that any additional disclosures are required. 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. |
Concentration of Credit and For
Concentration of Credit and Foreign Currency Risks | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit and Foreign Currency Risks | 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. |
Contingent Consideration
Contingent Consideration | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Contingent Consideration | Contingent Consideration The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands): June 30, 2022 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration 2 — — 119 119 Solectrac - Contingent consideration 3 — — 100 100 Total $ — $ — $ 868 $ 868 December 31, 2021 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration 2 — — 250 250 Solectrac - Contingent consideration 3 — — $ 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: June 30, 2022 December 31, 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: June 30, 2022 December 31, 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 January 1, 2022 $ 999 Remeasurement loss/(gain) recognized in the statement of operations (131) June 30, 2022 $ 868 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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% 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. 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. The Company has concluded that the return of these shares do not constitute a change in the purchase consideration of US Hybrid and will account for this transaction as a Treasury Stock transaction in the third quarter is 2022. 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. The Company has concluded that the return of these shares do not constitute a change in the purchase consideration of US Hybrid and will account for this transaction as a Treasury Stock transaction in the third quarter is 2022. 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 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 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. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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. |
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. |
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. |
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. |
Product Warranties | Product WarrantiesThe 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. |
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. |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 |
Immaterial Corrections of Pri_2
Immaterial Corrections of Prior Period Condensed Consolidated Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 2769 Income tax benefit (9,190) (203) (9393) Equity in losses of equity method investees 698 (83) 615 Accounts receivable 5,503 (535) 4968 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 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 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 |
Available-for-Sale Securities (
Available-for-Sale Securities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated 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. |
Notes Receivable from Third P_2
Notes Receivable from Third Parties (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Notes receivable consists of the following (in thousands): As of June 30, 2022 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated 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 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated 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 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. The following table summarizes the Company’s accounts receivable (in thousands): June 30, December 31, Accounts receivable $ 8,192 $ 4,945 Less: allowance for doubtful accounts (1,535) (1,607) Accounts receivable, net $ 6,657 $ 3,338 |
Summary of significant inputs and assumptions | The following table summarizes the significant inputs and assumptions used in the model: June 30, 2022 Probability 50 % Yield rate 17.5 % June 30, 2022 December 31, 2021 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: June 30, 2022 December 31, 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 % |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of assets acquired and liabilities assumed | 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 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 |
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): Years ending June 30, Amortization to be (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 |
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 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Notes receivable consists of the following (in thousands): As of June 30, 2022 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated 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 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated 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 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. The following table summarizes the Company’s accounts receivable (in thousands): June 30, December 31, Accounts receivable $ 8,192 $ 4,945 Less: allowance for doubtful accounts (1,535) (1,607) Accounts receivable, net $ 6,657 $ 3,338 |
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, 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) |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 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 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 million, and impairment charges related to the Timios tradename and lender relationships of $0.7 million and $13.2 million, respectively, for the year ended December 31, 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) 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 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 Gross Accumulated Impairment Net Gross Accumulated Impairment Net 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, |
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): Years ending June 30, Amortization to be (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 (Tables)
Long-term Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, Non-marketable equity investments $ 10,569 $ 7,500 Equity method investments 14,949 28,088 Total $ 25,518 $ 35,588 |
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 January 1, 2021 Addition Income (loss) Reclassification to equity method investee Reclassification to subsidiaries Dilution loss due to investee share issuance June 30, 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 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 |
Schedule of maturity of operating lease liability | The following table summarizes the maturity of operating lease liabilities (in thousands): June 30, 2022 Leased Property 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 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 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 |
Stockholders' Equity, Convert_2
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | The following table summarizes stock option activity for the six months ended June 30, 2022: Options Weighted Weighted Aggregate 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 — |
Schedule of assumptions used to estimate the fair values of share options granted | 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% |
Schedule of warrants outstanding and exercisable | June 30, 2022 December 31, 2021 Warrants Outstanding Number of Number of Exercise Expiration 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 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 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) |
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, 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 |
Contingent Consideration (Table
Contingent Consideration (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 consideration 1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration 2 — — 119 119 Solectrac - Contingent consideration 3 — — 100 100 Total $ — $ — $ 868 $ 868 December 31, 2021 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration 2 — — 250 250 Solectrac - Contingent consideration 3 — — $ 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. |
Summary of significant inputs and assumptions | The following table summarizes the significant inputs and assumptions used in the model: June 30, 2022 Probability 50 % Yield rate 17.5 % June 30, 2022 December 31, 2021 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: June 30, 2022 December 31, 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 % |
Schedule of reconciliation of level 3 fair value measurements | The following table summarizes the reconciliation of Level 3 fair value measurements (in thousands): Contingent January 1, 2022 $ 999 Remeasurement loss/(gain) recognized in the statement of operations (131) June 30, 2022 $ 868 |
Nature of Operations and Summ_4
Nature of Operations and Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, € in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 02, 2022 shares | Sep. 01, 2022 shares | Aug. 29, 2022 USD ($) day $ / 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 business | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) business | Jun. 30, 2022 USD ($) pillar | Jun. 30, 2022 USD ($) segment | Jun. 30, 2022 USD ($) businessUnit | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) subsidiary | Mar. 07, 2022 | Sep. 15, 2021 | Mar. 03, 2021 | |
Acquisitions and Divestitures | ||||||||||||||||||||
Number of operating segments | segment | 1 | |||||||||||||||||||
Number of business units | 2 | 7 | ||||||||||||||||||
Number of businesses acquired | business | 4 | 1 | ||||||||||||||||||
Number of pillars for electric vehicles | pillar | 3 | |||||||||||||||||||
Escrow desposit | $ 60,300,000 | € 52.5 | ||||||||||||||||||
Warranty liability | $ 600,000 | $ 600,000 | $ 600,000 | $ 600,000 | $ 600,000 | $ 600,000 | ||||||||||||||
Cash and cash equivalents | 85,508,000 | 85,508,000 | 85,508,000 | 85,508,000 | 85,508,000 | 85,508,000 | $ 269,863,000 | |||||||||||||
Number of subsidiaries requiring capital liquidity requirements | subsidiary | 2 | |||||||||||||||||||
Capital liquidity requirements from subsidiaries | $ 2,200,000 | |||||||||||||||||||
Accounts payable and accrued expenses | 15,600,000 | |||||||||||||||||||
Other current liabilities | 12,792,000 | 12,792,000 | 12,792,000 | 12,792,000 | 12,792,000 | 12,792,000 | 7,137,000 | |||||||||||||
Current contingent consideration | 722,000 | 722,000 | 722,000 | 722,000 | 722,000 | 722,000 | 648,000 | |||||||||||||
Current portion of operating lease liabilities | 3,926,000 | 3,926,000 | 3,926,000 | 3,926,000 | 3,926,000 | 3,926,000 | 3,086,000 | |||||||||||||
Payments of short-term and long-term debt | 58,100,000 | |||||||||||||||||||
Net loss | (39,273,000) | $ (6,847,000) | (68,364,000) | $ (13,450,000) | (256,700,000) | |||||||||||||||
Accumulated deficit | (672,037,000) | (672,037,000) | $ (672,037,000) | (672,037,000) | (672,037,000) | (672,037,000) | (605,758,000) | |||||||||||||
Number of additional businesses acquired | business | 2 | |||||||||||||||||||
Principal | $ 33,598,000 | $ 33,598,000 | $ 33,598,000 | $ 33,598,000 | $ 33,598,000 | $ 33,598,000 | 57,811,000 | |||||||||||||
Interest rate in event of default | 18% | 18% | 18% | 18% | 18% | 18% | ||||||||||||||
Negative cash flow from operating activities | $ 82,369,000 | $ 10,370,000 | ||||||||||||||||||
Subsequent Event | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Cash and cash equivalents | $ 85,500,000 | |||||||||||||||||||
Subsequent Event | Standby Equity Purchase Agreement | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Number of shares issued (in shares) | shares | 60,000,000 | 60,000,000 | ||||||||||||||||||
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% | ||||||||||||||||||
Subsequent Event | Maximum | Standby Equity Purchase Agreement | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Number of shares issued (in shares) | shares | 5,000,000 | |||||||||||||||||||
YA II PN, Ltd | Convertible Debenture | Subsequent Event | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.50 | |||||||||||||||||||
Convertible notes payable | $ 16,700,000 | |||||||||||||||||||
Threshold percentage | 85% | |||||||||||||||||||
Threshold consecutive trading days | day | 7 | |||||||||||||||||||
Conversion price of common stock | $ / shares | $ 0.20 | |||||||||||||||||||
YA II PN, Ltd | Convertible Debenture | Convertible Debt | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Principal | $ 75,000,000 | |||||||||||||||||||
Total purchase price in asset acquisition | $ 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 notes payable | 57,500,000 | |||||||||||||||||||
Other Commitment, Aggregate Committed Investment | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Investments | 25,000,000 | |||||||||||||||||||
Investment Funding | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Investments to be called at any time | 20,400,000 | |||||||||||||||||||
Consolidated Entities | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Cash and cash equivalents | 400,000 | |||||||||||||||||||
PRC | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Cash and cash equivalents | 11,800,000 | |||||||||||||||||||
PRC | Subsequent Event | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Cash and cash equivalents | 12,200,000 | |||||||||||||||||||
PRC | Consolidated Entities | Subsequent Event | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Cash and cash equivalents | $ 2,200,000 | |||||||||||||||||||
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% | |||||||||||||||||||
Percentage threshold | 90% | |||||||||||||||||||
Energica Motor Company, Inc. | Forecast | Subsequent Event | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Equity method investment, ownership percentage | 70% | |||||||||||||||||||
Energica Motor Company, Inc. | Energica Founders | Forecast | Subsequent Event | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Equity method investment, ownership percentage | 29% | |||||||||||||||||||
VIA Motors International, Inc. | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Percentage of ownership interest acquired | 100% | 100% | 100% | 100% | 100% | 100% | ||||||||||||||
Purchase price | $ 630,000,000 | |||||||||||||||||||
Cash paid at closing, including working capital estimates | 450,000,000 | $ 62,900,000 | ||||||||||||||||||
Fair value of contingent consideration | $ 180,000,000 | |||||||||||||||||||
VIA Motors International, Inc. | Forecast | ||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||
Percentage of ownership interest acquired | 100% | |||||||||||||||||||
Purchase price | $ 630,000,000 | |||||||||||||||||||
Cash paid at closing, including working capital estimates | 450,000,000 | |||||||||||||||||||
Fair value of contingent consideration | 180,000,000 | |||||||||||||||||||
Bridge loan to related party | 11,700,000 | |||||||||||||||||||
Transaction fees | 45,000,000 | |||||||||||||||||||
Operational and capital funding | $ 260,000,000 |
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 |
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 |
Immaterial Corrections of Pri_3
Immaterial Corrections of Prior Period Condensed Consolidated Financial Statements - Narrative (Details) | Dec. 31, 2021 | Dec. 31, 2019 |
Tree Technologies | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Percentage of ownership interest acquired | 51% | 51% |
Immaterial Corrections of Pri_4
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 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Revenue | $ 34,202 | $ 30,128 | $ 59,593 | $ 60,066 | |||
Total cost of revenue | 32,713 | 21,096 | 58,084 | 40,322 | |||
Gross profit | 1,489 | 9,032 | 1,509 | 19,744 | |||
Selling, general and administrative expenses | 38,750 | 19,780 | 75,845 | 36,669 | |||
Depreciation and amortization | 2,282 | 1,441 | 3,567 | 2,769 | |||
Total operating expenses | 42,326 | 19,055 | 81,670 | 42,776 | |||
Loss from operations | (40,837) | (10,023) | (80,161) | (23,032) | |||
Loss on disposal of subsidiaries, net | (180) | (1,446) | |||||
Other income, net | 1,696 | 837 | 1,887 | 499 | |||
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 | |||
Income (loss) on investment | (589) | (461) | (1,928) | (615) | |||
Net loss | (39,273) | (6,847) | (68,364) | (13,450) | $ (256,700) | ||
Net loss attributable to common shareholders | (39,273) | (6,847) | (68,364) | (13,450) | |||
Net loss attributable to non-controlling interest | 1,506 | 152 | 2,086 | (272) | |||
Net earnings (loss) attributable to common stockholders | (37,767) | (6,695) | (66,278) | (13,178) | |||
Foreign currency translation adjustments | (9,012) | $ 1,209 | (40) | $ (693) | (7,803) | (733) | |
Comprehensive loss | (48,285) | (6,907) | (76,167) | (14,203) | |||
Comprehensive loss (gain) attributable to non-controlling interest | 3,385 | 158 | 3,681 | 591 | |||
Comprehensive loss attributable to Ideanomics, Inc. common shareholders | (44,900) | (6,749) | (72,486) | (13,612) | |||
Sale of products | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Revenue | 24,534 | 6,957 | 39,411 | 11,472 | |||
Total cost of revenue | 25,027 | 6,060 | 40,765 | 10,512 | |||
Sale of services | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Revenue | 9,589 | 22,795 | 20,049 | 48,004 | |||
Total cost of revenue | $ 7,605 | 14,663 | $ 17,188 | 29,277 | |||
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) | |||||
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) | |||||
Income (loss) on investment | (698) | ||||||
Net loss | (7,465) | (14,042) | |||||
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) | |||||
Foreign currency translation adjustments | (41) | (901) | |||||
Comprehensive loss | (7,526) | (14,963) | |||||
Comprehensive loss (gain) attributable to non-controlling interest | 210 | 763 | |||||
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 | |||||
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) | |||||
Income (loss) on investment | 83 | ||||||
Net loss | 618 | 592 | |||||
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 | |||||
Foreign currency translation adjustments | 1 | 168 | |||||
Comprehensive loss | 619 | 760 | |||||
Comprehensive loss (gain) attributable to non-controlling interest | (52) | (172) | |||||
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 Pri_5
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 | |
Cash flows from operating activities: | |||||
Net loss | $ (39,273) | $ (6,847) | $ (68,364) | $ (13,450) | $ (256,700) |
Depreciation and amortization | 2,282 | 1,441 | 3,567 | 2,769 | |
Income tax benefit | (684) | (9,393) | |||
Equity in losses of equity method investees | $ 589 | 461 | 1,928 | 615 | |
Accounts receivable | (2,081) | 4,968 | |||
Inventory | (8,342) | (497) | |||
Prepaid expenses and other assets | (4,746) | (7,415) | |||
Accrued expenses, salary and other current liabilities | $ (6,802) | 9,776 | |||
Previously Reported | |||||
Cash flows from operating activities: | |||||
Net loss | (7,465) | (14,042) | |||
Depreciation and amortization | 1,635 | 2,763 | |||
Income tax benefit | (9,190) | ||||
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 | |||||
Cash flows from operating activities: | |||||
Net loss | 618 | 592 | |||
Depreciation and amortization | $ (194) | 6 | |||
Income tax benefit | (203) | ||||
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 | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 34,202 | $ 30,128 | $ 59,593 | $ 60,066 |
Revenue recognized | 3,900 | 1,400 | 3,700 | 600 |
Products and services transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 33,783 | 29,059 | 58,639 | 58,611 |
Services provided over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 419 | 1,069 | 954 | 1,455 |
Electric vehicles products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 23,577 | 5,274 | 38,200 | 8,304 |
Electric vehicles services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 74 | 75 | 157 | 108 |
Charging, batteries and powertrain products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 956 | 1,683 | 1,210 | 3,168 |
Charging, batteries and powertrain services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 338 | 617 | 790 | 756 |
Title and escrow services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 9,171 | 22,069 | 19,096 | 46,909 |
Digital advertising services and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 34 | 0 | 231 |
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 |
Grant | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 100 | 400 | 100 | 600 |
Malaysia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 33 | 40 | 50 | 47 |
USA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14,372 | 25,014 | 26,132 | 51,889 |
PRC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15,647 | 5,074 | 28,882 | 8,130 |
Italy | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 4,150 | $ 0 | $ 4,529 | $ 0 |
Available-for-Sale Securities -
Available-for-Sale Securities - Information on Securities (Details) | Jan. 28, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 01, 2022 | Dec. 31, 2021 USD ($) |
Debt Securities, Available-for-sale [Line Items] | ||||
Cost | $ 18,791,000 | |||
Interest | 902,000 | |||
Unrealized Gains | 4,000 | |||
Unrealized Losses | (499,000) | |||
Impairment | (15,886,000) | |||
Estimated Fair Value | 3,312,000 | $ 0 | ||
Principal | 33,598,000 | 57,811,000 | ||
Silk EV Note | Convertible Debt | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Principal | $ 15,000,000 | |||
Interest rate | 6% | 6% | ||
Conversion ratio (as a percent) | 0.80 | |||
Equity and debt securities | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Cost | 3,791,000 | |||
Interest | 0 | |||
Unrealized Gains | 0 | |||
Unrealized Losses | (479,000) | |||
Impairment | 0 | |||
Estimated Fair Value | 3,312,000 | |||
Silk EV | Convertible promissory note and interest | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Cost | $ 15,000,000 | 15,000,000 | ||
Interest | 902,000 | |||
Unrealized Gains | 4,000 | |||
Unrealized Losses | (20,000) | |||
Impairment | (15,886,000) | $ (15,800,000) | ||
Estimated Fair Value | $ 15,000,000 | $ 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 ($) | May 20, 2022 EUR (€) | Mar. 31, 2022 | Dec. 31, 2021 USD ($) | Dec. 24, 2021 USD ($) | Dec. 24, 2021 EUR (€) | Aug. 30, 2021 USD ($) | Aug. 30, 2021 EUR (€) | |
Debt Securities, Available-for-sale [Line Items] | ||||||||||||
Estimated Fair Value | $ 69,830,000 | $ 69,830,000 | $ 54,907,000 | |||||||||
Principal | $ 33,598,000 | $ 33,598,000 | 57,811,000 | |||||||||
Via Motor Note | Convertible Debt | ||||||||||||
Debt Securities, Available-for-sale [Line Items] | ||||||||||||
Principal | $ 11,700,000 | € 2.2 | € 42.5 | |||||||||
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 | |||||||||||
Proceeds from note receivable repayment | $ 4,400,000 | |||||||||||
Timios Promissory Note | Mortgages | ||||||||||||
Debt Securities, Available-for-sale [Line Items] | ||||||||||||
Principal | 500,000 | $ 500,000 | ||||||||||
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 | |||||||
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) - Inobat | Jun. 30, 2022 |
Probability | |
Debt Securities, Available-for-sale [Line Items] | |
Measurement input | 0.50 |
Yield rate | |
Debt Securities, Available-for-sale [Line Items] | |
Measurement input | 0.175 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) $ in Thousands, € 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 ($) earnout | Jun. 10, 2021 USD ($) shares | Jan. 15, 2021 USD ($) earnout shares | Jan. 08, 2021 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Mar. 07, 2022 | Sep. 15, 2021 | Apr. 21, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Mar. 03, 2021 | Dec. 31, 2020 USD ($) | |
Acquisitions and Divestitures | |||||||||||||||||||||
Escrow desposit | $ 60,300 | € 52.5 | |||||||||||||||||||
Amortization expense relating to intangible assets | $ 1,700 | $ 1,000 | |||||||||||||||||||
Gross profit | 1,489 | 9,032 | $ 1,509 | $ 19,744 | |||||||||||||||||
Contingent consideration | 868 | 868 | $ 999 | ||||||||||||||||||
Change in fair value of contingent consideration, net | (131) | (1,907) | |||||||||||||||||||
Goodwill | 72,098 | 72,098 | 16,161 | $ 705 | |||||||||||||||||
Transaction costs | $ 300 | $ 400 | |||||||||||||||||||
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% | ||||||||||||||||||||
Percentage threshold | 90% | ||||||||||||||||||||
Energica Motor Company, Inc. | Forecast | Subsequent Event | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Equity method investment, ownership percentage | 70% | ||||||||||||||||||||
Energica Motor Company, Inc. | Energica Founders | Forecast | Subsequent Event | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Equity method investment, ownership percentage | 29% | ||||||||||||||||||||
Previously Reported | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Gross profit | $ 9,302 | $ 20,143 | |||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Percentage of ownership interest | 100% | 100% | 100% | ||||||||||||||||||
FNL Technologies | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Percentage of ownership interest | 29% | 29% | 29% | ||||||||||||||||||
Seven Stars Energy Ptd. Ltd. | |||||||||||||||||||||
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 | ||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Loss on disposal | 1,200 | ||||||||||||||||||||
Energica | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 58,140 | ||||||||||||||||||||
Purchase price on cash | 2,000 | ||||||||||||||||||||
Amortization expense relating to intangible assets | $ 1,000 | 1,400 | |||||||||||||||||||
Revenue | 4,200 | 4,500 | |||||||||||||||||||
Net income (loss) | (4,500) | (5,100) | |||||||||||||||||||
Purchase price | 105,101 | ||||||||||||||||||||
Goodwill | $ 58,643 | ||||||||||||||||||||
Tax deductible goodwill | 0 | 0 | |||||||||||||||||||
Transaction costs | 100 | 700 | |||||||||||||||||||
Timios Holdings Corp | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 46,576 | ||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | ||||||||||||||||||||
Purchase price, net of cash acquired | $ 40,000 | ||||||||||||||||||||
Cash acquired from acquisition | 6,500 | ||||||||||||||||||||
Escrow trust balances | 5,100 | ||||||||||||||||||||
Purchase price | 46,576 | ||||||||||||||||||||
Goodwill | $ 21,824 | ||||||||||||||||||||
Timios Holdings Corp | Title and escrow services | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Revenue | 9,200 | $ 22,100 | 19,100 | $ 46,900 | |||||||||||||||||
Net income (loss) | (3,500) | 2,100 | (5,600) | 5,600 | |||||||||||||||||
WAVE | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 15,000 | ||||||||||||||||||||
Purchase price on cash | $ 15,000 | ||||||||||||||||||||
Revenue | 800 | 2,400 | 1,300 | 4,200 | |||||||||||||||||
Net income (loss) | (3,700) | $ (1,200) | $ (7,000) | $ (1,900) | |||||||||||||||||
Percentage of voting equity interests acquired | 100% | 100% | 100% | 100% | |||||||||||||||||
Escrow trust balances | $ 5,000 | ||||||||||||||||||||
Number of common stock issued (in shares) | shares | 12.6 | 0.5 | |||||||||||||||||||
Value of common stock issued | $ 40,000 | ||||||||||||||||||||
Common stock be held back at closing (in shares) | shares | 3.6 | ||||||||||||||||||||
Common shares as contingent consideration as of the acquisition | $ 11,400 | ||||||||||||||||||||
Number of earnouts | earnout | 3 | ||||||||||||||||||||
Payment of additional purchase price | $ 30,000 | ||||||||||||||||||||
Gross profit | 10,000 | ||||||||||||||||||||
Purchase price | 55,034 | ||||||||||||||||||||
Goodwill | $ 35,689 | ||||||||||||||||||||
US Hybrid | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 30,139 | ||||||||||||||||||||
Revenue | 600 | $ 300 | $ 800 | $ 300 | |||||||||||||||||
Net income (loss) | (3,400) | (100) | (5,300) | (100) | |||||||||||||||||
Percentage of voting equity interests acquired | 100% | ||||||||||||||||||||
Escrow trust balances | $ 1,000 | ||||||||||||||||||||
Number of common stock issued (in shares) | shares | 6.6 | ||||||||||||||||||||
Value of common stock issued | $ 20,900 | ||||||||||||||||||||
Common stock be held back at closing (in shares) | shares | 6.6 | ||||||||||||||||||||
Purchase price | $ 51,016 | ||||||||||||||||||||
Escrow deposit period | 90 days | ||||||||||||||||||||
Performance and retention plan amount | $ 16,700 | ||||||||||||||||||||
Goodwill | 42,218 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Purchase price | $ 50,000 | ||||||||||||||||||||
Solectrac | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 18,025 | ||||||||||||||||||||
Purchase price on cash | $ 18,000 | ||||||||||||||||||||
Revenue | 3,800 | 200 | 4,900 | 200 | |||||||||||||||||
Net income (loss) | $ (3,300) | 300 | $ (6,000) | 300 | |||||||||||||||||
Percentage of voting equity interests acquired | 78.60% | ||||||||||||||||||||
Escrow trust balances | $ 2,000 | ||||||||||||||||||||
Number of earnouts | earnout | 3,000 | ||||||||||||||||||||
Purchase price | $ 24,952 | ||||||||||||||||||||
Performance and retention plan amount | $ 6,000 | ||||||||||||||||||||
Equity interest percentage | 21.40% | ||||||||||||||||||||
Equity ownership percentage | 100% | ||||||||||||||||||||
Gain on remeasurement of investment | $ 2,900 | ||||||||||||||||||||
Percent of battery power | 100% | 100% | |||||||||||||||||||
Contingent consideration | 2,400 | $ 100 | $ 100 | 100 | |||||||||||||||||
Contingent consideration included in the purchase price allocation | 1,600 | ||||||||||||||||||||
Goodwill | 17,714 | ||||||||||||||||||||
Solectrac | Other Operating Income (Expense) | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Change in fair value of contingent consideration, net | 800 | ||||||||||||||||||||
Solectrac | Employee Performance And Retention Plan | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Performance and retention plan amount | $ 3,000 | ||||||||||||||||||||
Acquisitions In 2021 | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Amortization expense relating to intangible assets | 400 | $ 1,400 | 800 | $ 2,000 | |||||||||||||||||
Goodwill | 117,400 | 117,400 | |||||||||||||||||||
Tax deductible goodwill | 0 | 0 | |||||||||||||||||||
Acquisitions In 2022 | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Goodwill | 117,400 | 117,400 | |||||||||||||||||||
Tax deductible goodwill | $ 0 | 0 | |||||||||||||||||||
VIA Motors International, Inc. | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Purchase price on cash | $ 450,000 | $ 62,900 | |||||||||||||||||||
Percentage of voting equity interests acquired | 100% | 100% | |||||||||||||||||||
Purchase price | $ 630,000 | ||||||||||||||||||||
VIA Motors International, Inc. | Forecast | |||||||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||||||
Purchase price on cash | $ 450,000 | ||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | ||||||||||||||||||||
Purchase price | $ 630,000 |
Acquisitions and Divestitures_2
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 |
Assets acquired | ||||||||
Goodwill | $ 72,098 | $ 16,161 | $ 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 | |||||||
Solectrac | Trade name | ||||||||
Assets acquired | ||||||||
Intangible assets | 4,210 | |||||||
Solectrac | Technology | ||||||||
Assets acquired | ||||||||
Intangible assets | $ 2,350 | |||||||
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 | |||||||
US Hybrid | Trade name | ||||||||
Assets acquired | ||||||||
Intangible assets | 1,740 | |||||||
US Hybrid | Technology | ||||||||
Assets acquired | ||||||||
Intangible assets | 5,110 | |||||||
US Hybrid | Non-compete | ||||||||
Assets acquired | ||||||||
Intangible assets | $ 520 | |||||||
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 | |||||||
WAVE | Trade name | ||||||||
Assets acquired | ||||||||
Intangible assets | 12,630 | |||||||
WAVE | Patent | ||||||||
Assets acquired | ||||||||
Intangible assets | $ 13,000 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
2022 remaining | $ 3,180 | |
2023 | 6,347 | |
2024 | 6,202 | |
2025 | 5,500 | |
2026 | 5,546 | |
2027 and beyond | 57,067 | |
Total | 83,842 | $ 42,015 |
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 | |
2024 | 933 | |
2025 | 933 | |
2026 | 933 | |
2027 and beyond | 5,296 | |
Total | $ 9,493 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
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 (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.13) | $ (0.05) |
Diluted (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.13) | $ (0.05) |
Weighted average shares outstanding | ||||
Basic (in shares) | 497,792,525 | 438,269,237 | 497,577,331 | 418,089,587 |
Diluted (in shares) | 497,792,525 | 438,269,237 | 497,577,331 | 418,089,587 |
Accounts Receivable - Summary (
Accounts Receivable - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable | $ 8,192 | $ 4,945 |
Less: allowance for doubtful accounts | (1,535) | (1,607) |
Accounts receivable, net | $ 6,657 | $ 3,338 |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Taxi commission revenue receivables | $ 1,200,000 | $ 1,300,000 | |
Changes in the allowance for doubtful accounts | 0 | 350,000 | |
Accounts receivable | 1,535,000 | 1,607,000 | $ 1,219,000 |
Guizhou Qianxi Green Environmentally Friendly Taxi Service Co | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Changes in the allowance for doubtful accounts | $ 0 | ||
Accounts receivable | $ 400,000 |
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 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at the beginning of the period | $ (1,607) | $ (1,219) |
Increase in the allowance for doubtful accounts | 0 | (350) |
Effect of change in foreign currency exchange rates | 72 | (38) |
Balance at the end of the period | $ (1,535) | $ (1,607) |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property and Equipment net | ||
Total property and equipment | $ 9,267 | $ 3,738 |
Less: accumulated depreciation | (949) | (833) |
Property and equipment, net | 8,318 | 2,905 |
Furniture and office equipment | ||
Property and Equipment net | ||
Total property and equipment | 2,426 | 1,432 |
Vehicle | ||
Property and Equipment net | ||
Total property and equipment | 994 | 900 |
Leasehold improvements | ||
Property and Equipment net | ||
Total property and equipment | 3,105 | 581 |
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 | ||||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jan. 28, 2021 USD ($) a | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation expense | $ 0.6 | $ 0.1 | $ 0.9 | $ 0.2 | ||
University Of Connecticut | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Area of real estate | a | 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_2
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 business | Jun. 30, 2022 segment | Jun. 30, 2022 businessUnit | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Number of operating segments | segment | 1 | ||||
Number of business units | 2 | 7 | |||
Amortization expense relating to intangible assets | $ | $ 1.7 | $ 1 |
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 |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 16,161 | $ 16,161 | $ 705 |
Measurement period adjustments | 186 | ||
Effect of change in foreign currency exchange rates | (2,752) | (1) | |
Acquisitions | 58,689 | 117,445 | |
Disposal of Grapevine | (704) | ||
Impairment loss | (101,470) | ||
Ending balance | 72,098 | 16,161 | |
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 | ||
Timios Reporting Unit | Trade name | |||
Goodwill [Roll Forward] | |||
Impairment loss | (700) | ||
Timios Reporting Unit | Lender relationships | |||
Goodwill [Roll Forward] | |||
Impairment loss | $ (13,200) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortizing and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||||
Jan. 15, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 11, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Jan. 08, 2021 | Dec. 31, 2019 | |
Amortizing Intangible Assets | |||||||||||||
Gross Carrying Amount | $ 103,654 | $ 98,775 | $ 103,654 | ||||||||||
Accumulated Amortization | (6,129) | (6,142) | (6,129) | ||||||||||
Impairment Loss | (13,683) | (50,618) | (13,683) | ||||||||||
Total | 83,842 | 42,015 | 83,842 | ||||||||||
Total intangible assets | |||||||||||||
Gross Carrying Amount | 104,185 | 99,306 | 104,185 | ||||||||||
Impairment Loss | (13,689) | (13,689) | |||||||||||
Net Balance | 84,367 | $ 42,546 | 84,367 | ||||||||||
Impairment loss of intangible assets | $ 572 | $ 0 | $ 653 | $ 0 | |||||||||
Grapevine Logic, Inc. ("Grapevine") | |||||||||||||
Total intangible assets | |||||||||||||
Percentage of ownership interest | 100% | 100% | 100% | ||||||||||
DBOT | |||||||||||||
Total intangible assets | |||||||||||||
Percentage of ownership interest acquired | 99% | ||||||||||||
Finite-lived intangible assets acquired | $ 8,300 | ||||||||||||
Tree Technologies | |||||||||||||
Total intangible assets | |||||||||||||
Percentage of ownership interest acquired | 51% | 51% | |||||||||||
Fair value of previously held interest | $ 11,300 | ||||||||||||
Timios | |||||||||||||
Total intangible assets | |||||||||||||
Percentage of ownership interest acquired | 100% | ||||||||||||
WAVE | |||||||||||||
Total intangible assets | |||||||||||||
Percentage of ownership interest acquired | 100% | 100% | 100% | 100% | |||||||||
Fair value of previously held interest | $ 28,616 | ||||||||||||
Solectrac | |||||||||||||
Total intangible assets | |||||||||||||
Percentage of ownership interest acquired | 78.60% | ||||||||||||
Percent of battery power | 100% | 100% | |||||||||||
Timios Title plant | |||||||||||||
Indefinite lived intangible assets | |||||||||||||
Gross Carrying Amount | $ 500 | 500 | $ 500 | ||||||||||
Net Balance | 500 | 500 | 500 | ||||||||||
Website name | |||||||||||||
Indefinite lived intangible assets | |||||||||||||
Gross Carrying Amount | 25 | 25 | 25 | ||||||||||
Net Balance | 25 | 25 | 25 | ||||||||||
Title License | |||||||||||||
Indefinite lived intangible assets | |||||||||||||
Gross Carrying Amount | 6 | 6 | 6 | ||||||||||
Impairment Loss | (6) | (6) | |||||||||||
Net Balance | 0 | 6 | 0 | ||||||||||
Patent | |||||||||||||
Indefinite lived intangible assets | |||||||||||||
Gross Carrying Amount | 0 | 0 | 0 | ||||||||||
Net Balance | 0 | 0 | $ 0 | ||||||||||
Continuing membership agreement | |||||||||||||
Amortizing Intangible Assets | |||||||||||||
Weighted Average Remaining Useful Life (in years) | 17 years | ||||||||||||
Gross Carrying Amount | 1,179 | 1,179 | $ 1,179 | ||||||||||
Accumulated Amortization | (665) | (649) | (665) | ||||||||||
Impairment Loss | 0 | 0 | 0 | ||||||||||
Total | 514 | 530 | $ 514 | ||||||||||
Continuing membership agreement | DBOT | |||||||||||||
Total intangible assets | |||||||||||||
Impairment loss of intangible assets | 30 | ||||||||||||
Patents, trademarks and brands | |||||||||||||
Amortizing Intangible Assets | |||||||||||||
Weighted Average Remaining Useful Life (in years) | 38 years 2 months 12 days | ||||||||||||
Gross Carrying Amount | 22,509 | 39,820 | $ 22,509 | ||||||||||
Accumulated Amortization | (1,050) | (2,715) | (1,050) | ||||||||||
Impairment Loss | (1,132) | (30,492) | (1,132) | ||||||||||
Total | 20,327 | 6,613 | $ 20,327 | ||||||||||
Customer relationships | |||||||||||||
Amortizing Intangible Assets | |||||||||||||
Weighted Average Remaining Useful Life (in years) | 14 years 2 months 12 days | ||||||||||||
Gross Carrying Amount | 13,558 | $ 13,558 | |||||||||||
Accumulated Amortization | (339) | (339) | |||||||||||
Impairment Loss | 0 | 0 | 0 | ||||||||||
Total | 13,219 | $ 13,219 | |||||||||||
Land use rights | |||||||||||||
Amortizing Intangible Assets | |||||||||||||
Weighted Average Remaining Useful Life (in years) | 96 years 6 months | ||||||||||||
Gross Carrying Amount | 25,672 | 27,102 | $ 25,672 | ||||||||||
Accumulated Amortization | (519) | (411) | (519) | ||||||||||
Impairment Loss | 0 | 0 | 0 | ||||||||||
Total | 25,153 | 26,691 | $ 25,153 | ||||||||||
Licenses | |||||||||||||
Amortizing Intangible Assets | |||||||||||||
Weighted Average Remaining Useful Life (in years) | 13 years 6 months | ||||||||||||
Gross Carrying Amount | 1,000 | 1,000 | $ 1,000 | ||||||||||
Accumulated Amortization | (99) | (65) | (99) | ||||||||||
Impairment Loss | 0 | 0 | 0 | ||||||||||
Total | 901 | 935 | $ 901 | ||||||||||
Lender relationships | |||||||||||||
Amortizing Intangible Assets | |||||||||||||
Weighted Average Remaining Useful Life (in years) | 5 years 6 months | ||||||||||||
Gross Carrying Amount | 16,600 | 16,600 | $ 16,600 | ||||||||||
Accumulated Amortization | (1,836) | (1,638) | (1,836) | ||||||||||
Impairment Loss | (12,551) | (12,550) | (12,551) | ||||||||||
Total | 2,213 | 2,412 | $ 2,213 | ||||||||||
Internally developed software | |||||||||||||
Amortizing Intangible Assets | |||||||||||||
Weighted Average Remaining Useful Life (in years) | 2 years 1 month 6 days | ||||||||||||
Gross Carrying Amount | 765 | 452 | $ 765 | ||||||||||
Accumulated Amortization | (149) | (76) | (149) | ||||||||||
Impairment Loss | 0 | 0 | 0 | ||||||||||
Total | 616 | 376 | $ 616 | ||||||||||
Software | |||||||||||||
Amortizing Intangible Assets | |||||||||||||
Weighted Average Remaining Useful Life (in years) | 11 years 8 months 12 days | ||||||||||||
Gross Carrying Amount | 4,491 | 4,492 | $ 4,491 | ||||||||||
Accumulated Amortization | (736) | (178) | (736) | ||||||||||
Impairment Loss | 0 | 0 | 0 | ||||||||||
Total | 3,755 | 4,314 | $ 3,755 | ||||||||||
Non-compete | |||||||||||||
Amortizing Intangible Assets | |||||||||||||
Weighted Average Remaining Useful Life (in years) | 0 years | ||||||||||||
Gross Carrying Amount | 0 | 520 | $ 0 | ||||||||||
Accumulated Amortization | 0 | (57) | 0 | ||||||||||
Impairment Loss | 0 | (463) | 0 | ||||||||||
Total | 0 | 0 | $ 0 | ||||||||||
Technology | |||||||||||||
Amortizing Intangible Assets | |||||||||||||
Weighted Average Remaining Useful Life (in years) | 7 years 8 months 12 days | ||||||||||||
Gross Carrying Amount | 17,730 | 7,460 | $ 17,730 | ||||||||||
Accumulated Amortization | (692) | (347) | (692) | ||||||||||
Impairment Loss | 0 | (7,113) | 0 | ||||||||||
Total | 17,038 | 0 | $ 17,038 | ||||||||||
Assembled workforce | |||||||||||||
Amortizing Intangible Assets | |||||||||||||
Weighted Average Remaining Useful Life (in years) | 1 year 4 months 24 days | ||||||||||||
Gross Carrying Amount | 150 | 150 | $ 150 | ||||||||||
Accumulated Amortization | (44) | (6) | (44) | ||||||||||
Impairment Loss | 0 | 0 | 0 | ||||||||||
Total | $ 106 | $ 144 | $ 106 | ||||||||||
Customer Lists | |||||||||||||
Total intangible assets | |||||||||||||
Fair value of previously held interest | 600 | ||||||||||||
Impairment loss of intangible assets | $ 7,100 | ||||||||||||
Marketing and distribution agreement | |||||||||||||
Total intangible assets | |||||||||||||
Impairment loss of intangible assets | $ 12,500 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Amortization Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 remaining | $ 3,180 | |
2023 | 6,347 | |
2024 | 6,202 | |
2025 | 5,500 | |
2026 | 5,546 | |
2027 and beyond | 57,067 | |
Total | $ 83,842 | $ 42,015 |
Long-term Investments - Schedul
Long-term Investments - Schedule of Long-Term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Non-marketable equity investments | $ 10,569 | $ 7,500 |
Equity method investments | 14,949 | 28,088 |
Total | $ 25,518 | $ 35,588 |
Long-term Investments - Narrati
Long-term Investments - Narrative (Details) € / shares in Units, $ / shares in Units, € in Millions | 3 Months Ended | 6 Months Ended | 7 Months Ended | |||||||||||||||||||||
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 ($) seat | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) seat | Jun. 30, 2021 USD ($) | Aug. 13, 2021 USD ($) | Aug. 13, 2021 EUR (€) | Dec. 31, 2021 USD ($) | Oct. 19, 2021 | Aug. 13, 2021 EUR (€) | Apr. 21, 2021 | Mar. 31, 2021 | Mar. 03, 2021 EUR (€) € / shares | Jan. 28, 2021 USD ($) | Jan. 28, 2021 EUR (€) | Dec. 20, 2019 USD ($) | Dec. 20, 2019 EUR (€) | |
Long-term Investments | ||||||||||||||||||||||||
Dividends received | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||
Equity securities, FV-NI, cost | $ 1,300,000 | |||||||||||||||||||||||
Equity method investments | $ 14,949,000 | 14,949,000 | $ 28,088,000 | |||||||||||||||||||||
Initial investment | $ 127,000 | |||||||||||||||||||||||
Number of board of director seats | seat | 4 | 4 | ||||||||||||||||||||||
Non Marketable Equity Investments | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Impairment loss with respect to one non-marketable equity investment | $ 0 | $ 0 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 18,000,000 | |||||||||||||||||||||||
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 | $ 2,900,000 | |||||||||||||||||||||||
Solectrac | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Number of shares acquired (in shares) | shares | 1,300,000 | |||||||||||||||||||||||
Payments to acquire investment | $ 1,300,000 | |||||||||||||||||||||||
Equity method investment, ownership percentage | 24.30% | |||||||||||||||||||||||
Energica Investment | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Payments to acquire investment | $ 13,600,000 | € 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 | $ 10,900,000 | $ 10,900,000 | ||||||||||||||||||||||
Aggregate market value of shares owned | 22,500,000 | 22,500,000 | ||||||||||||||||||||||
MDI Fund | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Payments to acquire investment | $ 25,000,000 | |||||||||||||||||||||||
Equity method investments | $ 3,815,000 | 3,815,000 | 3,765,000 | |||||||||||||||||||||
Initial investment | $ 600,000 | $ 127,000 | ||||||||||||||||||||||
TM2 | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Equity method investment, ownership percentage | 10% | 10% | ||||||||||||||||||||||
Number of board of director seats | seat | 1 | 1 | ||||||||||||||||||||||
TM2 | Non Marketable Equity Investments | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Payments to acquire investment | $ 5,900,000 | € 5 | $ 1,800,000 | € 1.5 | ||||||||||||||||||||
Increase in investment | 4,100,000 | € 3.5 | ||||||||||||||||||||||
Equity financing threshold | $ 6,800,000 | € 5 | ||||||||||||||||||||||
Pre-investment valuation | $ 11,100,000 | € 10 | ||||||||||||||||||||||
Current investment valuation | $ 12,500,000 | € 11 | ||||||||||||||||||||||
PEA | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Equity method investment, ownership percentage | 30% | |||||||||||||||||||||||
Equity method investments | $ 8,772,000 | $ 8,772,000 | $ 9,138,000 | |||||||||||||||||||||
Initial investment | $ 9,100,000 | € 7.5 | ||||||||||||||||||||||
Preferred shares (in shares) | shares | 11,175 | 11,175 |
Long-term Investments - Equity
Long-term Investments - Equity Method Investments (Details) $ in Thousands, € in Millions | 3 Months Ended | 6 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 ($) | Jun. 30, 2021 USD ($) | |
Schedule Of Equity Method Investment [Roll Forward] | |||||||
Beginning balance | $ 28,088 | ||||||
Addition | 127 | ||||||
Income (loss) on investment | $ (589) | $ (461) | (1,928) | $ (615) | |||
Reclassification to equity method investee | 0 | ||||||
Reclassification to subsidiaries | (11,298) | ||||||
Dilution loss due to investee share issuance | 0 | ||||||
Ending balance | 14,949 | 14,949 | |||||
Energica | |||||||
Schedule Of Equity Method Investment [Roll Forward] | |||||||
Beginning balance | 12,329 | ||||||
Addition | 0 | ||||||
Income (loss) on investment | (1,031) | ||||||
Reclassification to equity method investee | 0 | ||||||
Reclassification to subsidiaries | (11,298) | ||||||
Dilution loss due to investee share issuance | 0 | ||||||
Ending balance | 0 | 0 | |||||
FNL Technologies | |||||||
Schedule Of Equity Method Investment [Roll Forward] | |||||||
Beginning balance | 2,856 | ||||||
Addition | 0 | ||||||
Income (loss) on investment | (454) | ||||||
Reclassification to equity method investee | 0 | ||||||
Reclassification to subsidiaries | 0 | ||||||
Dilution loss due to investee share issuance | 0 | ||||||
Ending balance | 2,362 | 2,362 | |||||
MDI Fund | |||||||
Schedule Of Equity Method Investment [Roll Forward] | |||||||
Beginning balance | 3,765 | ||||||
Addition | $ 600 | 127 | |||||
Income (loss) on investment | (77) | ||||||
Reclassification to equity method investee | 0 | ||||||
Reclassification to subsidiaries | 0 | ||||||
Dilution loss due to investee share issuance | 0 | ||||||
Ending balance | 3,815 | 3,815 | |||||
PEA | |||||||
Schedule Of Equity Method Investment [Roll Forward] | |||||||
Beginning balance | 9,138 | ||||||
Addition | $ 9,100 | € 7.5 | |||||
Income (loss) on investment | (366) | ||||||
Reclassification to equity method investee | 0 | ||||||
Reclassification to subsidiaries | 0 | ||||||
Dilution loss due to investee share issuance | 0 | ||||||
Ending balance | $ 8,772 | $ 8,772 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) lease | Dec. 31, 2021 USD ($) | |
Operating Leased Assets [Line Items] | ||
Operating right of use assets | $ | $ 17,740 | $ 12,827 |
Weighted-average remaining lease term (in years) | 5 years 7 months 6 days | |
Average discount rate (as a percent) | 4.90% | |
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 Supp
Leases - Lease Expense and Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 1,192 | $ 279 | $ 2,241 | $ 448 |
Short-term lease cost | 155 | 170 | 359 | 259 |
Sublease income | 0 | 0 | 0 | 0 |
Total | 1,347 | 449 | 2,600 | 707 |
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 |
Leases - Maturity of Operating
Leases - Maturity of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
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 |
Promissory Notes - Schedule of
Promissory Notes - Schedule of Promissory Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Short-term Debt [Line Items] | ||
Principal Amount | $ 33,598 | $ 57,811 |
Carrying Amount | 38,744 | 58,121 |
Long-term Note, less current portion | $ 1,716 | 0 |
Convertible Debenture | ||
Short-term Debt [Line Items] | ||
Interest Rate | 4% | |
Principal Amount | $ 33,333 | 57,500 |
Carrying Amount | $ 33,437 | 57,809 |
Small Business Association Paycheck Protection Program | ||
Short-term Debt [Line Items] | ||
Interest Rate | 1% | |
Principal Amount | $ 265 | 311 |
Carrying Amount | 265 | 312 |
Energica lending arrangements | ||
Short-term Debt [Line Items] | ||
Principal Amount | 0 | |
Carrying Amount | 5,042 | 0 |
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) | 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 ($) | Jun. 30, 2022 USD ($) instrument | Mar. 31, 2022 USD ($) shares | Jun. 30, 2020 USD ($) | Jun. 30, 2022 USD ($) instrument | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Mar. 31, 2020 lease | |
Debt Instrument [Line Items] | ||||||||||||
Weighted average interest rate | 3.70% | 3.70% | 4% | |||||||||
Principal | $ 33,598,000 | $ 33,598,000 | $ 57,811,000 | |||||||||
Interest rate in event of default | 18% | 18% | ||||||||||
Shares issued upon conversion of debt (in shares) | shares | 45,900,000 | |||||||||||
Unpaid consideration | $ 0 | $ 220,000,000 | ||||||||||
Aggregate outstanding unpaid balance | $ 38,744,000 | 38,744,000 | $ 58,121,000 | |||||||||
Payable due beyond one year | 1,716,000 | 1,716,000 | 0 | |||||||||
Operating lease liability | 17,564,000 | 17,564,000 | ||||||||||
Terminated and Vacated Lease | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of leases | lease | 1 | |||||||||||
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 | 9,400,000 | |||||||||||
Interest expense | $ 400,000 | |||||||||||
Small Business Association Paycheck Protection Program | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal | 265,000 | 265,000 | 311,000 | |||||||||
Aggregate outstanding unpaid balance | $ 265,000 | $ 265,000 | 312,000 | |||||||||
Interest rate | 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% | ||||||||||
Principal | 0 | |||||||||||
Number of instruments | instrument | 11 | 11 | ||||||||||
Aggregate outstanding unpaid balance | $ 5,042,000 | $ 5,042,000 | $ 0 | |||||||||
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 | 0.05% | 0.05% | ||||||||||
Installment term | 8 months | |||||||||||
Energica lending arrangements | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 4.50% | 4.50% | ||||||||||
Installment term | 42 months | |||||||||||
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 | 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_2
Promissory Notes - Schedule of Promissory Notes Issued and Repaid (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | |
Long-term Investments | ||
Principal | $ 57,811,000 | $ 33,598,000 |
YA II PN Note 1 | Convertible Debt | ||
Long-term Investments | ||
Principal | 37,500,000 | |
Gross proceeds | $ 37,500,000 | |
Interest rate | 4% | |
Conversion price (in dollars per share) | $ 2 | |
YA II PN Note 2 | Convertible Debt | ||
Long-term Investments | ||
Principal | $ 37,500,000 | |
Gross proceeds | $ 37,500,000 | |
Interest rate | 4% | |
Conversion price (in dollars per share) | $ 3.31 | |
YA II PN Note 3 | Convertible Debt | ||
Long-term Investments | ||
Principal | $ 65,000,000 | |
Gross proceeds | $ 65,000,000 | |
Interest rate | 4% | |
Conversion price (in dollars per share) | $ 4.12 | |
YA II PN Note 4 | Convertible Debt | ||
Long-term Investments | ||
Principal | $ 80,000,000 | |
Gross proceeds | $ 80,000,000 | |
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. 11, 2021 USD ($) | Feb. 26, 2021 USD ($) | Jun. 30, 2022 USD ($) vote $ / shares shares | Jun. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Mar. 31, 2020 CNY (¥) | Jun. 30, 2022 USD ($) vote installment $ / shares shares | Jun. 30, 2022 CNY (¥) installment | Jun. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2022 CNY (¥) vote shares | |
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 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock issuance (in shares) | shares | 0 | ||||||||||
Value of shares issued for professional services and stock options exercised | $ | $ 500 | ||||||||||
Share percentage of Market Price, option one | 95% | ||||||||||
Share percentage of Market Price, option two | 96% | ||||||||||
Common stock issuance | $ | $ 53,407 | ||||||||||
Aggregate offering price | $ | $ 150,000 | ||||||||||
Common stock, share price calculated as a percentage of market price | 3% | ||||||||||
Proceeds from issuance of stock | $ | $ 53,400 | ||||||||||
Commission and transaction fees | $ | 1,700 | ||||||||||
Private Placement | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Investment consideration | $ | $ 80,400 | ||||||||||
Period of selling stock | 36 months | ||||||||||
Consecutive trading days, option one | 2 days | ||||||||||
Consecutive trading days, option two | 5 days | ||||||||||
Stock ownership percentage limitation | 4.99% | ||||||||||
Common stock issuance | $ | $ 27,300 | ||||||||||
New Energy | Qingdao Xingyang City Investment | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Ownership percentage of owned entity | 100% | ||||||||||
Convertible preferred stock | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 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 | |||||||
Preferred stock, shares outstanding (in shares) | shares | 7,000,000 | 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) | shares | 10 | 10 | 10 | ||||||||
Liquidation event, distributed amount per share (in dollars per share) | $ / shares | $ 0.50 | $ 0.50 | |||||||||
Common Stock | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Common stock issuance (in shares) | shares | 17,615,534 | ||||||||||
Common stock issuance | $ | $ 18 | ||||||||||
Number of shares issued (in shares) | shares | 17,600,000 | ||||||||||
Common Stock | Private Placement | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Common stock issuance (in shares) | shares | 10,000,000 | 10,000,000 | |||||||||
Common stock issuance | $ | $ 10 | $ 27,300 | |||||||||
Qingdao Xingyang City Investment | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Aggregate investment | $ 28,000 | $ 28,000 | ¥ 200 | ||||||||
Payments for investments | ¥ | ¥ 50 | ||||||||||
Remaining capital contribution | $ 21,000 | ¥ 150 | |||||||||
Number of installments | installment | 3 | 3 | |||||||||
Installments of remaining capital contribution | $ 7,000 | ¥ 50 | |||||||||
Dividend rate | 6% | 6% | |||||||||
Period to sell investments | 1 year | 1 year | |||||||||
Period to redeem investments | 3 years | 3 years | |||||||||
Qingdao Xingyang City Investment | Qingdao Xingyang City Investment | New Energy | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of common stock issued (in shares) | shares | 56,000,000 | ||||||||||
Purchase price | $ | $ 7,900 |
Stockholders' Equity, Convert_4
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Loss attributable to non-controlling interest | $ (1,506) | $ (152) | $ (2,086) | $ 272 |
Qingdao Xingyang City Investment | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | 0 | 7,485 | ||
Initial investment | 0 | 0 | ||
Accretion of dividend | 0 | 231 | ||
Loss attributable to non-controlling interest | 0 | (175) | ||
Adjustment to redemption value | 0 | 175 | ||
Ending balance | $ 0 | $ 7,716 | $ 0 | $ 7,716 |
Related Party Transactions (Det
Related Party Transactions (Details) | 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 ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) | Jan. 07, 2022 EUR (€) | Oct. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||
Common stock issuance | $ 53,407,000 | ||||||||||||
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 | ||||||||||
Principal | 33,598,000 | 33,598,000 | 57,811,000 | ||||||||||
Notes receivable from related party | 1,004,000 | 1,004,000 | 697,000 | ||||||||||
Amount due from related parties | 303,000 | 303,000 | 266,000 | ||||||||||
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 | ||||||||||||
Due to other related parties | 600,000 | ||||||||||||
Glory | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to other related parties | 200,000 | 200,000 | 200,000 | ||||||||||
Affiliated Entity | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Principal | $ 5,700,000 | € 5,000,000 | |||||||||||
Notes receivable from related party | 700,000 | ||||||||||||
Interest income recognized | 28,476 | ||||||||||||
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 | ||||||||||
Payables from related party | 700,000 | 700,000 | 700,000 | ||||||||||
Shenma | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock issuance | $ 4,900,000 | ||||||||||||
Number of installments | installment | 6 | ||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Paycheck Protection Program | Unsecured Debt | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to other related parties | 100,000 | 100,000 | 100,000 | ||||||||||
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 | 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% | ||||||||||||
Payments to acquire equity Interest | $ 500,000 | $ 500,000 | |||||||||||
Energica | Energica | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 20% |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | 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 | ||||
Warrants outstanding (in shares) | 950,000 | 950,000 | 1,100,000 | ||||
Share-based payments expense | $ 2,900,000 | $ 2,000,000 | $ 5,200,000 | $ 4,000,000 | |||
Unrecognized compensation expense related to non-vested share options | $ 8,700,000 | $ 8,700,000 | |||||
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 | |||||
Total fair value of vested shares | $ 4,800,000 | 1,900,000 | |||||
Weighted average exercise price of warrants (in dollars per share) | $ 4.24 | $ 4.24 | |||||
Weighted average remaining life of warrants (in years) | 2 months 4 days | ||||||
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 | |||||
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 | |||||
Cash received from options exercised | $ 0 | $ 300,000 | |||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost related to unvested restricted shares | $ 0 | $ 0 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | |
Options Outstanding | ||
Beginning balance (in shares) | 21,843,781 | 21,843,781 |
Granted (in shares) | 1,605,000 | |
Expired (in shares) | (627,964) | |
Forfeited (in shares) | (195,494) | |
Ending balance (in shares) | 22,625,323 | |
Vested at end of period (in shares) | 17,132,533 | |
Expected to vest at end of period (in shares) | 5,492,790 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.74 | $ 1.74 |
Granted (in dollars per share) | 1.01 | |
Expired (in dollars per share) | 2.54 | |
Forfeited (in dollars per share) | 2.30 | |
Ending balance (in dollars per share) | 1.67 | |
Vested at end of period (in dollars per share) | 1.51 | |
Expected to vest at end of period (in dollars per share) | $ 2.16 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding | 0 years | 8 years 21 days |
Vested at end of period (in years) | 7 years 8 months 12 days | |
Expected to vest at end of period (in years) | 9 years 2 months 1 day | |
Aggregate Intrinsic Value | ||
Outstanding at beginning period | $ 0 | $ 0 |
Outstanding at end of period | 791,894 | |
Vested at end of period | 791,894 | |
Expected to vest at end of period | $ 0 |
Share-Based Compensation - Assu
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% |
Expected dividend yield | 0% | 0% |
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 - Warr
Share-Based Compensation - Warrants (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 950,000 | 1,100,000 |
Exercise Price (in dollars per share) | $ 4.24 | |
Service providers expiring July 2022 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 200,000 | 200,000 |
Exercise Price (in dollars per share) | $ 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 |
Exercise Price (in dollars per share) | $ 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 |
Exercise Price (in dollars per share) | $ 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 |
Exercise Price (in dollars per share) | $ 9 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share - Summary of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net earnings (loss) attributable to common stockholders | $ (37,767) | $ (6,695) | $ (66,278) | $ (13,178) |
Basic weighted average common shares outstanding (in shares) | 497,792,525 | 433,098,279 | 497,577,331 | 412,230,966 |
Effect of dilutive securities | ||||
Convertible preferred shares- Series A (in shares) | 0 | 0 | 0 | 0 |
Convertible promissory notes (in shares) | 0 | 0 | 0 | 0 |
Diluted potential common shares (in shares) | 497,792,525 | 433,098,279 | 497,577,331 | 412,230,966 |
Earnings (loss) per share: | ||||
Basic (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.13) | $ (0.03) |
Diluted (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.13) | $ (0.03) |
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 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 43,800 | 55,968 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 950 | 1,100 |
Options and RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 22,640 | 21,859 |
Series A Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 933 | 933 |
Contingent shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 1,491 | 1,491 |
Convertible promissory note and interest | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 17,786 | 30,585 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) business | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) business | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Operating Loss Carryforwards [Line Items] | ||||||
Valuation allowance | 100% | |||||
Valuation allowance offset | 80% | |||||
Income tax benefit | $ 147,000 | $ 1,682,000 | $ 525,000 | $ 9,027,000 | ||
Number of businesses acquired | business | 4 | 1 | ||||
Deferred tax liabilities | $ 11,000,000 | |||||
Deferred tax liabilities, business acquisition | 2,700,000 | |||||
Income tax expense | 0 | $ 0 | ||||
Valuation allowance (percentage) | 100% | 100% | ||||
Deferred tax assets | 300,000 | $ 300,000 | $ 300,000 | |||
Unrecognized tax positions | 0 | 0 | $ 0 | |||
State | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax benefit | 300,000 | |||||
Foreign | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax benefit | 200,000 | |||||
Timios and WAVE | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax benefit | 1,700,000 | $ 9,100,000 | ||||
Net state deferred tax liabilities | $ 100,000 | $ 300,000 | ||||
Energica | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Deferred tax liabilities | $ 4,700,000 | $ 4,700,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | ||||||
Aug. 16, 2022 USD ($) | Mar. 31, 2021 USD ($) vendor | Jun. 30, 2022 USD ($) | Jun. 01, 2022 | Jan. 28, 2021 USD ($) | Dec. 31, 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 | |||||
Number of plaintiffs | vendor | 1 | ||||||
Settlement payable | $ 1,300 | ||||||
Gain contingency | $ 400 | ||||||
Cost | $ 18,791 | ||||||
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 |
Contingent Consideration - Summ
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 | Jun. 11, 2021 | |
Fair Value Measurements | |||||
Contingent consideration | $ 868 | $ 999 | |||
Common Stock | |||||
Fair Value Measurements | |||||
Common stock issuance for acquisition (in shares) | 6,733,497 | 10,181,299 | |||
DBOT | |||||
Fair Value Measurements | |||||
Contingent consideration | $ 649 | $ 649 | |||
DBOT | Common Stock | |||||
Fair Value Measurements | |||||
Common stock issuance for acquisition (in shares) | 0 | 11,300,000 | |||
Tree Technologies | |||||
Fair Value Measurements | |||||
Contingent consideration | $ 119 | $ 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 | 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 | 0 | |||
Level III | |||||
Fair Value Measurements | |||||
Contingent consideration | 868 | 999 | |||
Level III | DBOT | |||||
Fair Value Measurements | |||||
Contingent consideration | 649 | 649 | |||
Level III | Tree Technologies | |||||
Fair Value Measurements | |||||
Contingent consideration | 119 | 250 | |||
Level III | Solectrac | |||||
Fair Value Measurements | |||||
Contingent consideration | $ 100 | $ 100 |
Contingent Consideration - Sign
Contingent Consideration - Significant Inputs and Assumptions (Details) | Jun. 30, 2022 lease | Dec. 31, 2021 lease |
Risk-free interest rate | DBOT | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.1 | 0.016 |
Risk-free interest rate | Solectrac | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.019 | |
Expected volatility | DBOT | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 30 | 0.30 |
Expected volatility | Solectrac | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.250 | |
Expected discount rate | Solectrac | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.187 | |
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 | DBOT | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0 | 0 |
Weighted-average cost of capital | Tree Technologies | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 15 | 15 |
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 - Reco
Contingent Consideration - Reconciliation of Level 3 Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Remeasurement loss/(gain) recognized in the statement of operations | $ 0 | $ 2,401 | $ 131 | $ 1,907 |
Contingent Consideration | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 999 | |||
Remeasurement loss/(gain) recognized in the statement of operations | (131) | |||
Ending balance | $ 868 | $ 868 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands, € in Millions | Sep. 02, 2022 shares | Sep. 01, 2022 $ / shares shares | Aug. 29, 2022 USD ($) day $ / shares | Jul. 12, 2022 shares | Jun. 10, 2021 shares | Aug. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) $ / shares | May 31, 2022 USD ($) | May 20, 2022 EUR (€) | Dec. 31, 2021 USD ($) $ / shares | Aug. 30, 2021 USD ($) | Aug. 30, 2021 EUR (€) |
Subsequent Event [Line Items] | ||||||||||||
Principal | $ 33,598 | $ 57,811 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Convertible promissory note and interest | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Cost | $ 67,640 | $ 54,319 | ||||||||||
VIA Motors International, Inc. | Convertible promissory note and interest | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Cost | $ 48,018 | $ 42,500 | $ 42,500 | |||||||||
US Hybrid | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock issued (in shares) | shares | 6,600,000 | |||||||||||
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] | ||||||||||||
Number of shares issued (in shares) | shares | 60,000,000 | 60,000,000 | ||||||||||
Purchase price equal to percentage of market price | 95% | 95% | ||||||||||
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 | |||||||||||
Subsequent Event | US Hybrid | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock issued (in shares) | shares | 6,600,000 | |||||||||||
Equity interest percentage | 100% | |||||||||||
Via Motor Note | Convertible Debt | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal | $ 11,700 | € 2.2 | € 42.5 | |||||||||
Interest rate | 4% | 4% | 4% | 4% | ||||||||
Via Motor Note | Convertible Debt | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal | $ 12,900 | |||||||||||
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 | day | 7 | |||||||||||
Conversion price of common stock | $ / shares | $ 0.20 |