Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 787,022,216 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the registrant’s fiscal year ended December 31, 2022, are incorporated by reference in Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0000837852 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 0.3 |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Audit Information [Abstract] | ||
Auditor Firm ID | 606 | 5041 |
Auditor Name | Grassi & Co., CPAs, P.C. | BF Borgers CPA PC |
Auditor Location | Jericho, NY | Lakewood, CO |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 21,929 | $ 269,863 |
Accounts receivable, net | 5,855 | 3,338 |
Contract assets | 3,579 | 2,772 |
Amount due from related parties | 899 | 266 |
Notes receivable from third parties, net | 31,653 | 54,907 |
Notes receivable from related party | 0 | 697 |
Inventory | 28,246 | 6,159 |
Prepaid expenses | 13,341 | 20,015 |
Other current assets | 8,536 | 4,490 |
Total current assets | 114,038 | 362,507 |
Property and equipment, net | 9,072 | 2,905 |
Intangible assets, net | 52,768 | 42,546 |
Goodwill | 37,775 | 16,161 |
Operating lease right of use assets | 15,979 | 12,827 |
Financing lease right of use assets | 1,565 | 0 |
Long-term investments | 10,284 | 35,588 |
Other non-current assets | 1,320 | 903 |
Total assets | 242,801 | 473,437 |
Current liabilities | ||
Accounts payable | 29,699 | 6,674 |
Deferred revenue (including customer deposits of $2,280 and $3,163 as of December 31, 2022 and 2021, respectively) | 2,749 | 5,392 |
Accrued salaries | 9,848 | 8,957 |
Amount due to related parties | 2,376 | 1,102 |
Other current liabilities | 13,676 | 7,137 |
Current portion of operating lease liabilities | 4,082 | 3,086 |
Current portion of financing lease liabilities | 345 | 0 |
Current contingent consideration | 867 | 648 |
Promissory note due to related party-short term | 2,021 | 0 |
Promissory note due to third parties-short term | 7,270 | 312 |
Convertible promissory note due to third-parties | 3,928 | 57,809 |
Total current liabilities | 76,861 | 91,117 |
Promissory note-long term | 1,957 | 0 |
Operating lease liability-long term | 12,273 | 9,647 |
Financing lease liabilities-long term | 1,188 | 0 |
Non-current contingent liabilities | 0 | 350 |
Deferred tax liabilities | 3,000 | 5,073 |
Other long-term liabilities | 959 | 620 |
Total liabilities | 96,238 | 106,807 |
Commitments and contingencies (Note 19) | ||
Equity: | ||
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 598,286,221 and 497,272,525 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 597 | 497 |
Additional paid-in capital | 1,004,082 | 968,066 |
Accumulated deficit | (866,450) | (605,758) |
Accumulated other comprehensive (income) loss | (6,104) | 222 |
Total Ideanomics, Inc. shareholder's equity | 132,125 | 363,027 |
Non-controlling interest | 4,326 | 2,341 |
Total equity | 136,451 | 365,368 |
Total liabilities, convertible redeemable preferred stock and equity | 242,801 | 473,437 |
Series A Preferred Stock | ||
Convertible redeemable preferred stock: | ||
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of December 31, 2022 and 2021, respectively | 1,262 | 1,262 |
Series B Preferred Stock | ||
Convertible redeemable preferred stock: | ||
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of December 31, 2022 and 2021, respectively | $ 8,850 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current liabilities | ||
Deferred revenue, customer deposits | $ 2,280,000 | $ 3,163,000 |
Equity [Abstract] | ||
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) | 598,286,221 | 497,272,525 |
Common stock, shares outstanding (in shares) | 598,286,221 | 497,272,525 |
Series A Preferred Stock | ||
Convertible redeemable preferred stock: | ||
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 | $ 3,500,000,000 | $ 3,500,000,000 |
Series B Preferred Stock | ||
Convertible redeemable preferred stock: | ||
Convertible redeemable preferred stock, Series A shares issued (in shares) | 5,000,000 | 5,000,000 |
Convertible redeemable preferred stock, Series A shares outstanding (in shares) | 5,000,000 | 5,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 100,936 | $ 114,080 | $ 26,759 |
Total cost of revenue | 101,751 | 90,852 | 24,702 |
Gross profit | (815) | 23,228 | 2,057 |
Operating expenses: | |||
Selling, general and administrative expenses | 148,678 | 107,535 | 44,940 |
Research and development expense | 3,888 | 760 | 1,635 |
Asset impairments | 91,333 | 71,070 | 33,230 |
Goodwill impairments | 38,868 | 101,470 | 18,089 |
Change in fair value of contingent consideration, net | (131) | (9,600) | (5,503) |
Litigation settlements | 1,362 | 5,432 | 0 |
Depreciation and amortization | 7,717 | 6,118 | 5,310 |
Total operating expenses | 291,715 | 282,785 | 97,701 |
Loss from operations | (292,530) | (259,557) | (95,644) |
Interest and other income (expense): | |||
Interest income | 3,504 | 1,502 | 108 |
Interest expense | (2,950) | (2,139) | (16,078) |
Expense due to conversion of notes | 0 | 0 | (2,266) |
Gain on extinguishment of debt | 0 | 300 | 8,891 |
(Loss) Gain on disposal of subsidiaries, net | (276) | (1,264) | 276 |
Gain on remeasurement of investment | 10,965 | 2,915 | 0 |
Other income, net | 6,478 | 1,261 | 6,604 |
Loss before income taxes and non-controlling interest | (274,809) | (256,982) | (98,109) |
Income tax benefit | 7,711 | 11,786 | 3,308 |
Impairment of and equity in loss of equity method investees | (15,018) | (11,529) | (16,780) |
Net loss | (282,116) | (256,725) | (111,581) |
Deemed dividend related to warrant repricing | 0 | 0 | (184) |
Net loss attributable to common shareholders | (282,116) | (256,725) | (111,765) |
Net loss attributable to non-controlling interest | 21,424 | 716 | 10,501 |
Net loss attributable to Ideanomics, Inc. common shareholders | $ (260,692) | $ (256,009) | $ (101,264) |
Basic loss per share (in dollars per share) | $ (0.51) | $ (0.57) | $ (0.47) |
Diluted loss per share (in dollars per share) | $ (0.51) | $ (0.57) | $ (0.47) |
Weighted average shares outstanding: | |||
Basic (in shares) | 512,702,986 | 447,829,204 | 213,490,535 |
Diluted (in shares) | 512,702,986 | 447,829,204 | 213,490,535 |
Product | |||
Total revenue | $ 64,452 | $ 37,009 | $ 25,128 |
Total cost of revenue | 72,047 | 37,845 | 23,644 |
Service | |||
Total revenue | 36,070 | 75,766 | 1,631 |
Total cost of revenue | 29,330 | 51,562 | 1,058 |
Other revenue | |||
Total revenue | 414 | 1,305 | 0 |
Total cost of revenue | $ 374 | $ 1,445 | $ 0 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - Product - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from related party | $ 10 | $ 1 | $ 10 |
Cost of revenue from related parties | $ 0 | $ 36 | $ 13 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (282,116) | $ (256,725) | $ (111,581) |
Other comprehensive loss, net of nil tax | |||
Foreign currency translation adjustments | (7,591) | (1,385) | 3,158 |
Comprehensive loss | (289,707) | (258,110) | (108,423) |
Deemed dividend related to warrant repricing | 0 | 0 | (184) |
Comprehensive loss attributable to non-controlling interest | 22,689 | 2,020 | 9,238 |
Comprehensive loss attributable to Ideanomics, Inc. common shareholders | $ (267,018) | $ (256,090) | $ (99,369) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Other comprehensive income (loss), tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY - USD ($) $ in Thousands | Total | Warrants | Ideanomics Shareholders' equity | Ideanomics Shareholders' equity Warrants | Common Stock | Common Stock Warrants | Preferred Stock | Additional Paid-in Capital | Additional Paid-in Capital Warrants | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interest | [1] | |
Beginning balance (in shares) at Dec. 31, 2019 | 149,692,953 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | ||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 58,737 | $ 33,559 | $ 150 | $ 0 | $ 282,556 | $ 0 | $ (248,483) | $ (664) | $ 25,178 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Share-based compensation | 11,972 | 11,972 | 11,972 | ||||||||||||
Non-controlling shareholder contribution | 100 | 100 | |||||||||||||
Common stock issuance for professional fees (in shares) | 1,804,033 | ||||||||||||||
Common stock issuance for professional fees | 1,642 | 1,642 | $ 2 | 1,640 | |||||||||||
Common stock issuance for convertible notes (in shares) | 40,662,420 | 8,995,906 | |||||||||||||
Common stock issuance for convertible notes | 45,666 | $ 7,215 | 45,666 | $ 7,215 | $ 40 | $ 9 | 45,626 | $ 7,206 | |||||||
Common stock issuance for acquisitions, investments, and assets (in shares) | 13,056,055 | ||||||||||||||
Common stock issuance for acquisitions, investments, and assets | 8,192 | 8,192 | $ 13 | 8,179 | |||||||||||
Measurement period adjustment | (11,584) | (11,584) | |||||||||||||
Common stock issued to settle debt (in shares) | 4,577,876 | ||||||||||||||
Common stock issued to settle debt | 2,314 | 2,314 | $ 5 | 2,309 | |||||||||||
Common stock issued under employee stock incentive plan (in shares) | 2,634,666 | ||||||||||||||
Common stock issued under employee stock incentive plan | 1,726 | 1,726 | $ 3 | 1,723 | |||||||||||
Extinguishment of convertible note | (12,000) | (12,000) | (12,000) | ||||||||||||
Common stock issuance (in shares) | 123,437,386 | ||||||||||||||
Common stock issuance | 182,498 | 182,778 | $ 123 | 182,655 | (280) | ||||||||||
Net loss | [2] | (112,202) | (101,264) | (101,264) | (10,938) | ||||||||||
Foreign currency translation adjustments, net of nil tax | 3,158 | 1,895 | 1,895 | 1,263 | |||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 344,861,295 | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||||||||||
Ending balance at Dec. 31, 2020 | 187,434 | 183,695 | $ 345 | $ 0 | 531,866 | 0 | (349,747) | 1,231 | 3,739 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Foreign currency translation adjustments, tax | 0 | ||||||||||||||
Share-based compensation | 21,982 | 21,982 | 21,982 | ||||||||||||
Contingent Shares | 1,520 | 1,520 | 1,520 | ||||||||||||
Non-controlling shareholder contribution | 157 | 157 | |||||||||||||
Common stock issuance for professional fees (in shares) | 962,689 | ||||||||||||||
Common stock issuance for professional fees | 2,318 | 2,318 | 2,318 | ||||||||||||
Common stock issuance for convertible notes (in shares) | 55,278,885 | ||||||||||||||
Common stock issuance for convertible notes | 157,766 | 157,766 | $ 55 | 157,711 | |||||||||||
Common stock issuance for acquisitions, investments, and assets (in shares) | 18,926,413 | ||||||||||||||
Common stock issuance for acquisitions, investments, and assets | 59,808 | 59,808 | $ 19 | 59,789 | |||||||||||
Common stock issued under employee stock incentive plan (in shares) | 10,559,084 | ||||||||||||||
Common stock issued under employee stock incentive plan | 8,290 | 8,290 | $ 11 | 8,279 | |||||||||||
Common stock issuance (in shares) | 68,293,722 | ||||||||||||||
Common stock issuance | 188,546 | 188,546 | $ 69 | 188,477 | |||||||||||
Changes in available-for-sale securities fair value | 0 | ||||||||||||||
Tax withholding paid for net share settlement of equity awards (in shares) | (1,609,563) | ||||||||||||||
Tax withholding paid for net share settlement of equity awards | (3,878) | (3,878) | $ (2) | (3,876) | |||||||||||
Net loss | (257,190) | (256,011) | (256,011) | (1,179) | |||||||||||
Foreign currency translation adjustments, net of nil tax | $ (1,385) | (1,009) | (1,009) | (376) | |||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 497,272,525 | 497,272,575 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||||
Ending balance at Dec. 31, 2021 | $ 365,368 | 363,027 | $ 497 | $ 0 | 968,066 | (605,758) | 222 | 2,341 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Foreign currency translation adjustments, tax | 0 | ||||||||||||||
Share-based compensation | 10,603 | 10,603 | 10,603 | ||||||||||||
Re-acquired shares (in shares) | (6,627,565) | ||||||||||||||
Re-acquired shares | (1) | (1) | $ (7) | 6 | |||||||||||
Non-controlling shareholder contribution | $ 24,827 | 24,827 | |||||||||||||
Common stock issuance for professional fees (in shares) | 400,000 | 2,709,006 | |||||||||||||
Common stock issuance for professional fees | $ 1,458 | 1,458 | $ 3 | 1,455 | |||||||||||
Common stock issuance for convertible notes (in shares) | 67,128,922 | ||||||||||||||
Common stock issuance for convertible notes | 16,789 | 16,789 | $ 67 | 16,722 | |||||||||||
Common stock issued under employee stock incentive plan (in shares) | 125,000 | ||||||||||||||
Common stock issued under employee stock incentive plan | 66 | 66 | 66 | ||||||||||||
Common stock issuance (in shares) | 17,300,000 | ||||||||||||||
Common stock issuance | 2,886 | 2,886 | $ 17 | 2,869 | |||||||||||
Employee termination option repurchase | (11) | (11) | (11) | ||||||||||||
Preferred stock warrants | 1,150 | 1,150 | 1,150 | ||||||||||||
Accrued dividend for preferred stock | (56) | (56) | (56) | ||||||||||||
Investments from noncontroller shareholders | 264 | 264 | |||||||||||||
Share issuance pertinent to SEPA (in shares) | 19,833,333 | ||||||||||||||
Share issuance pertinent to SEPA | 3,315 | 3,315 | $ 20 | 3,295 | |||||||||||
Deconsolidation of subsidiary | (417) | (417) | |||||||||||||
Tax withholding paid for net share settlement of equity awards | (83) | (83) | (83) | ||||||||||||
Net loss | (282,116) | (260,692) | (260,692) | (21,424) | |||||||||||
Foreign currency translation adjustments, net of nil tax | $ (7,591) | (6,326) | (6,326) | (1,265) | |||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 598,286,221 | 597,741,271 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | ||||||||||||||
Ending balance at Dec. 31, 2022 | $ 136,451 | $ 132,125 | $ 597 | $ 0 | $ 1,004,082 | $ 0 | $ (866,450) | $ (6,104) | $ 4,326 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Foreign currency translation adjustments, tax | $ 0 | ||||||||||||||
[1]Excludes accretion of dividend for redeemable non-controlling interest[2]Excludes deemed dividend related to warrant repricing |
CONSOLIDATED STATEMENT OF EQU_2
CONSOLIDATED STATEMENT OF EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||
Net loss | $ (282,116) | $ (256,725) | $ (111,581) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Share-based compensation expense | 10,603 | 21,982 | 11,972 |
Depreciation and amortization | 8,189 | 6,118 | 5,310 |
Obsolescence of inventory | 1,990 | 856 | 0 |
Noncash lease expense | 3,754 | 1,556 | 0 |
Non-cash interest expense (income) | (1,909) | (873) | 14,785 |
Allowance for doubtful accounts | 907 | 362 | 1,219 |
Bad debt expense | 0 | 0 | 1,643 |
Income tax benefit | (7,902) | (12,011) | (3,308) |
Issuance of common stock for professional fees | 1,647 | 1,430 | 0 |
Expense due to conversion of notes | 0 | 0 | 2,266 |
Other income (forgiveness of liabilities) | 404 | (1,198) | 0 |
Change in fair value of contingent consideration, net | (131) | (9,600) | (5,503) |
Gain on extinguishment of debt | 0 | (300) | (8,891) |
Impairment of and equity in loss of equity method investees | 15,018 | 11,529 | 16,780 |
Settlement of ROU operating lease liabilities | 0 | 0 | (5,926) |
Loss on disposal of fixed assets | 269 | 0 | 0 |
Asset impairments | 130,201 | 172,540 | 51,319 |
Foreign currency exchange losses | 974 | 0 | 0 |
Loss (gain) on disposal of subsidiaries, net | 273 | 1,323 | (276) |
Gain on remeasurement of investment | (10,965) | (2,915) | 0 |
Change in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (1,653) | 5,941 | (6,214) |
Inventory | (14,997) | (4,418) | 0 |
Prepaid expenses and other assets | 5,943 | (13,089) | (6,745) |
Accounts payable | 19,593 | (1,577) | 2,206 |
Deferred revenue | (3,665) | 2,188 | 652 |
Amount due to related parties (interest) | (617) | 665 | 1,269 |
Accrued expenses, salary and other current liabilities | (5,799) | 686 | (2,445) |
Net cash used in operating activities | (129,989) | (75,530) | (41,468) |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (7,315) | (2,807) | (191) |
Acquisition of intangible assets | (560) | (3,712) | 0 |
Proceeds from disposal of fixed asset | 370 | 0 | 0 |
Disposal of subsidiaries, net of cash disposed | (12) | 2,495 | 0 |
Acquisition of subsidiaries, net of cash acquired | (54,889) | (100,859) | 0 |
Proceeds from selling available for sales securities | 4,031 | 0 | 0 |
Investment in debt securities | (32,445) | (70,047) | 0 |
Investments in long-term investment | (3,477) | (44,941) | (2,850) |
Proceed from long term investment | 659 | 0 | 0 |
Notes receivable from related party | 0 | 0 | 0 |
Loans to third-parties | 0 | 0 | (1,988) |
Loans to related-party | (1,319) | (691) | 0 |
Proceeds from loan repayment | 0 | 473 | 1,529 |
Proceeds from loan repayment - related party | 400 | 0 | 0 |
Investment in available for sales securities | (165) | 0 | 0 |
Net cash used in investing activities | (94,722) | (220,089) | (3,500) |
Cash flows from financing activities | |||
Proceeds from exercise of options and warrants and issuance of common stock | 589 | 196,835 | 191,440 |
Proceeds from issuance of convertible notes | 4,875 | 295,000 | 27,000 |
Proceeds from issuance of preferred stock and warrants | 10,000 | 0 | 0 |
Borrowings from related parties | 2,000 | 0 | 0 |
Borrowings from third parties | 485 | 0 | 0 |
Proceeds from revolving line of credit | 6,890 | 0 | 0 |
Repayments to third parties | (128) | 0 | 0 |
Principal payments on revolving line of credit | (4,706) | 0 | 0 |
Repayment of convertible notes | (40,833) | (80,000) | (12,000) |
Proceeds from noncontrolling interest shareholder | 49 | 157 | 7,148 |
Repayment of redeemable noncontrolling interest | 0 | (8,820) | 0 |
Tax withholding paid for net share settlement of equity awards | (84) | (3,877) | 0 |
Proceeds (repayments) due from/to related parties | 0 | 0 | (2,999) |
Payment of finance lease obligations | (161) | 0 | 0 |
Borrowings (repayments) from/to third parties | 0 | 0 | (2,540) |
Net cash provided by financing activities | (21,024) | 399,295 | 208,049 |
Effect of exchange rate changes on cash | (2,199) | 423 | 50 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (247,934) | 104,099 | 163,131 |
Cash, cash equivalents and restricted cash at the beginning of the year | 269,863 | 165,764 | 2,633 |
Cash, cash equivalents and restricted cash at the end of the year | 21,929 | 269,863 | 165,764 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income tax | 191 | 1,410 | 0 |
Cash paid for interest | 1,578 | 1,516 | 3,004 |
Issuance of shares for contingent consideration | 0 | 0 | 8,192 |
Issuance of shares for convertible notes conversion | 16,789 | 157,766 | 45,114 |
Tree Technologies measurement period adjustment to goodwill, non-controlling interest and intangible assets | 0 | 0 | 12,848 |
Issuance of shares for acquisition of long-term investments | 0 | 59,808 | 0 |
Issuance of shares for repayment of convertible note and accrued interest | 2,153 | 0 | 0 |
Issuance of shares for SEPA inducement | 754 | 0 | 0 |
Issuance of shares for notes receivable | 2,786 | 0 | 0 |
Purchases of property and equipment with unpaid costs accrued in accounts payable | 541 | 0 | 0 |
Purchases of intangibles with unpaid costs accrued in accounts payable | $ 136 | $ 0 | $ 0 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Principal Activities | Organization and Principal Activities Ideanomics, Inc. (Nasdaq: IDEX) is a Nevada corporation that primarily operates in Asia, Europe and the United States through its subsidiaries. Unless the context otherwise requires, the use of the terms "we," "us," "our" and the “Company” in these notes to consolidated financial statements refers to Ideanomics, its consolidated subsidiaries. The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Therefore, the Company operates in one segment with two business units, Ideanomics Mobility and Ideanomics Capital. Ideanomics China is a subsidiary which holds the Company’s China based vehicle operations. Ideanomics Mobility’s mission is to use EVs and EV battery sales and financing to attract commercial fleet operators that will generate large scale demand for energy, energy storage systems, and energy management contracts. Ideanomics Mobility operates as an end-to-end solutions provider for the procurement, financing, charging and energy management needs for fleet operators of commercial EVs. Ideanomics Capital is the Company's fintech business unit, which focuses on leveraging technology and innovation to improve efficiency, transparency, and profitability for the financial services industry. Effects of COVID-19 As of the period covered by this report, there has been a trend in many parts of the world of increasing availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions. On the other hand, infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains, such as increased port congestion, intermittent supplier delays, labor shortages, and a shortfall of semiconductor supply. We have been experiencing varying levels of inflation resulting in part from various supply chain disruptions, increased shipping and transportation costs, increased raw material and labor costs and other disruptions caused by the COVID‐19 pandemic and general global economic conditions. The inflationary impact on our cost structure has contributed to adjustments in our product pricing, despite a continued focus on reducing our manufacturing costs where possible. 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 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. 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. As of December 31, 2022, the Company had cash and cash equivalents of approximately $21.9 million, of which $15.5 million is held in China and is subject to local foreign exchange regulations in that country and additionally two subsidiaries have required capital or liquidity requirements of $2.2 million. The company has initiated a formal process to repatriate approximately $7.0 million in cash funds located in China. This process is not subject to local foreign exchange regulations rather is subject to the other administrative regulatory applications and approvals. The Company also had accounts payable and accrued expenses of $39.5 million, other current liabilities of $13.7 million, current contingent consideration of $0.9 million, lease payments due within the next twelve months of $4.1 million, and payments of short-term and long-term debt due within the next twelve months of $5.9 million. The Company had a net loss of $282.1 million for the year ended December 31, 2022, and an accumulated deficit of $866.5 million. The Company believes that its current level of cash and cash equivalents are not sufficient to fund continuing operations, including VIA, which acquisition was closed by the company on January 31, 2023. 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. 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. ### 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. In addition, our independent auditors have included in their report on our financial statements for the year ended December 31, 2022, an paragraph related to the existence of substantial doubt about our ability to continue as a going concern. The Company has experienced greater net losses and negative cash flows from operating and investing activities in the year ended December 31, 2022, consistent with its business plan for ongoing activities and planned acquisitions. As of the date of the filing of this Form 10-K, securing additional financing is in progress, and as such management has limited the extent to which it is taking actions to delay, scale back, or abandon future expenditures. As such, management’s actions to preserve an adequate level of liquidity for a period extending twelve months from the date of the filing of this Form 10-K are no longer sufficient on their own without additional financing, to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern. We currently do not have adequate cash to meet our short or long-term needs. In the event additional capital is raised, it may have a dilutive effect on our existing stockholders. The Company’s ability to raise capital is critical. The company has raised approximately $43 million, since the beginning of the fourth quarter 2022, including the sale of preferred shares, issuance of a convertible note, the sale of financial assets and the sale of shares under the SEPA. In the next 90 days, we anticipate we will utilize the remainder of the 24.0 million shares available under the SEPA ($2.5 million). In addition, the company is working to close on multiple term sheets, which if successful, could bring in excess of $50 million in proceeds to the company. Although management continues to use these facilities and other opportunities to raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company’s capitalization and liquidity, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. We believe substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. Restructuring of PRC Operations On September 12, 2022, the Board authorized management to pursue a plan to restructure the current electric vehicle resale activities in China. While the current operational activities will decline in scale over the next year, the company will continue to source materials from Chinese suppliers through its procurement team in China and evaluate opportunities for the sale of current Ideanomics' subsidiaries technologies in China. We believe that this change in the scope of activities in China will result in a significant reduction in the number of operating entities, a simplification of the legal entity structure and a pivot to margin expansion opportunities. In the year ended December 31, 2021, the company generated $29.7 million in revenues in the PRC, primarily from the sale of electric vehicle products. For the year ended December 31, 2022, the company generated $39.1 million iin revenues in the PRC. The carrying value of long lived assets in the PRC for the year ended December 31, 2022, was $0.1 million aand cash held in the PRC was approximately $15.5 million for the year ended December 31, 2022. For the year ended December 31, 2022, the Company recorded charges of $1.2 million in connection with its restructuring actions and selling, general and administrative expenses. The restructuring charges consist of employee termination costs of $1.1 million. Employee termination benefits were recorded based on statutory requirements, completed negotiations and Company policy. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements of Ideanomics, its subsidiaries were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenues and expenses of the subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the bad debt allowance, collectability of notes receivable, sales returns, fair values of financial instruments, equity investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. (c) Cash and Cash Equivalents Cash consists of cash on hand, demand deposits, time deposits, and other highly liquid instruments with an original maturity of three months or less when purchased. Investments in money market or similar funds are evaluated in order to determine if the fund meets the definition of cash equivalents. The factors evaluated include the weighted-average maturity date of the fund's underlying securities, the fund's redemption policies, and if the fund's investment attributes are consistent with the investment attributes of an SEC-registered money market fund. Refer to Note 20 for additional information on our credit and foreign currency risks. (d) Accounts Receivable, net Accounts receivable are recognized at invoiced amounts and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company reviews its allowance for doubtful accounts receivable on an ongoing basis. In establishing the required allowance, management considers any historical losses, the customer’s financial condition, the accounts receivable aging, and the customer’s payment patterns. After all attempts to collect a receivable have failed and the potential for recovery is remote, the receivable is written off against the allowance. (e) Notes receivable, net Notes receivable consist of two convertible promissory notes for which the Company had elected the fair value option. The convertible notes receivable were recorded at fair value at the reporting period and any changes to fair value and foreign currency were recorded in earnings. Refer to Note 5 for additional information. Similar to accounts receivable, each reporting period the Company evaluates the collectability of outstanding notes receivable balances and records an allowance for doubtful accounts if the Company determines if the risk of non-payment of the loan is probable and estimable. (f) Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and improvements, which extend the original estimated economic useful lives of applicable assets, are capitalized. Expenditures for normal repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation of assets sold or retired are removed from the accounts and any gain or loss thereon is recognized in the consolidated statement of operations. Depreciation is provided for on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful life is 3 to 10 years for furniture and electronic equipment, 3 to 5 years for vehicles, 5 years for shop equipment and the lesser of lease terms or 10 years for leasehold improvements. Construction in progress is stated at the lower of cost or fair value, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. The Company recorded impairment losses of $3.3 million in the year ended December 31, 2020, related to Fintech Village’s land, building and capitalized architect costs. Refer to Note 8 for additional information. In the year ended December 31, 2021, we closed on the sale of Fintech Village for $2.8 million, incurring commissions and fees of $0.2 million. Asset Retirement Obligations Asset retirement obligations generally apply to legal obligations associated with the retirement of a tangible long-lived asset that result from the acquisition, construction or development and the normal operation of a long-lived asset. If a reasonable estimate of fair value can be made, the fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred or a change in estimate occurs. Asset retirement costs associated with asset retirement obligations are capitalized with the carrying amount of the related long-lived assets and depreciated over the related asset’s estimated useful life. The Company recorded impairment losses related to retirement asset costs of $2.0 million in the year ended December 31, 2020. There were no impairment losses related to retirement asset costs for the years ended December 31, 2022 and 2021, respectively. Refer to Note 8 for more information. (g) Business Combinations The Company includes the results of operations of the businesses that are acquired as of the acquisition date. The Company allocates the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Contingent consideration in a business combination is included as part of the acquisition cost and is recognized at fair value as of the acquisition date. Fair value is generally estimated by using a probability-weighted discounted cash flow approach, Monte-Carlo simulation model, or scenario-based method. Any liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, and any changes in fair value are recognized in earnings. (h) Intangible Assets and Goodwill The Company accounts for intangible assets and goodwill in accordance with ASC 350. ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. In accordance with ASC 350, goodwill is allocated to reporting units, which are either the operating segment or one reporting level below the operating segment. On an annual basis and more frequently based on triggering events, as of October 1 of each year, management reviews goodwill for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, goodwill is further tested for impairment by comparing the carrying amount to the estimated fair value of its reporting units, determined using externally quoted prices (if available) or a discounted cash flow model and, when deemed necessary, a market approach. Goodwill impairment, if any, is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value. Application of goodwill impairment tests requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units and determination of fair value of each reporting unit. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the reporting unit, composition, personnel or strategy changes affecting the reporting unit and recoverability of asset groups within a reporting unit. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates, and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each reporting unit. The Company recorded an impairment loss of $38.9 million, $101.5 million and $18.1 million, respectively, related to goodwill in the year ended December 31, 2022, 2021 and 2020, respectively. Refer to Note 9 for additional information. The Company has other intangible assets, excluding goodwill, which consist primarily of patents, trademarks, brands and land use rights, which are generally recorded in connection with acquisitions at their fair value. Intangible assets with estimable lives are amortized, generally on a straight-line basis, over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recorded impairment losses related to intangible assets acquired in various acquisitions of $43.3 million , $50.6 million and $20.4 million in the years ended December 31, 2022, 2021 and 2020, respectively. Refer to Note 9 for additional information. (i) Inventory Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost generally computed on a first-in, first-out basis excluding electronic motorcycles. Electronic motorcycle inventories are stated on a specific identification method. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value. The majority of the inventory represents finished assemblies and sub assemblies to be used in delivering electric powertrain components, electric tractors and electric motorcycles to customers. There were no inventories as of December 31, 2020, as the inventories were acquired with the 2021 Acquisitions. The composition of inventory is as follows (in thousands): December 31, December 31, Raw materials $ 12,043 $ 245 Work in progress 10,868 90 Finished goods 11,043 6,689 Inventory Reserve (5,708) (865) Total $ 28,246 $ 6,159 The following table summarizes the movement in the inventory reserve (in thousands): December 31, December 31, Balance at the beginning of the year $ (865) $ — Increases (4,843) (865) Decreases — — Balance at the end of the year $ (5,708) $ (865) As of December 31, 2022, the carrying amount of inventories serving as collateral for short-term borrowing agreements is $2.0 million. The borrowing agreement was not executed until 2022, and as such, no inventory serviced as collateral for short-term borrowing agreements as of December 31, 2021. (j) Long-term Investments The Company accounts for equity investments through which management exercises significant influence but does not have control over the investee under the equity method. Under the equity method, the investment is initially recorded at cost and adjusted for the Company’s share of undistributed earnings or losses of the investee. The Company’s share of losses is not recognized when the investment is reduced to zero unless the Company guarantees the investees’ obligations or has committed to providing additional funding. The equity investments which are not consolidated or accounted for under the equity method are either carried at fair value or under the measurement alternative upon the adoption of the ASU No. 2016-1. The Company utilizes the measurement alternative for equity investments that do not have readily determinable fair values and measures these investments at cost less impairment plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company classifies its long-term investments as non-current assets on the consolidated balance sheets. Impairment of Investments Management periodically reviews long-term investments for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investment may not be fully recoverable. Management considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist and the fair value of the investment is below the carrying amount, an impairment loss is recorded to record the investment at fair value. The Company recorded impairment losses of $0.0 million, $1.5 million and $0.2 million in the years ended December 31, 2022, 2021 and 2020, respectively, for equity investments accounted for under the measurement alternative, and recorded impairment losses of $11.8 million, $7.9 million and $16.7 million in the years ended December 31, 2022, 2021 and 2020, respectively, for investments accounted for as equity method investments. Refer to Note 10 for additional information on impairment losses related to investments. (k) Leases The Company leases certain facilities, vehicles and equipment from third-parties. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. For leases beginning in 2019 and later, at the inception of a contract management assesses whether the contract is, or contains, a lease. The assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the right to substantially all the economic benefit from the use of the asset throughout the period is obtained, and (3) whether the Company has the right to direct the use of the asset. At the inception of a lease, management allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from the non-lease components (e.g., common-area maintenance costs). Leases may include one or more options to renew, with renewal terms that can extend the lease term from one year or more. Renewal periods are included in the lease term only when renewal is reasonably certain, which is a high threshold and requires management to apply judgment to determine the appropriate lease term. The Company’s leases do not include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Certain lease agreements include rental payments adjusted periodically for inflation. The majority of the Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The majority of the Company’s leases are classified as operating leases. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases and initial direct costs on our right-of-use asset and lease liability was not material. ASC 842 requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or cancellation provisions, and determining the discount rate. As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption date of ASC 842 in determining the present value of lease payments for existing leases. The Company uses information available at the lease commencement date, or in the event of leases assumed in a business combination, the acquisition date, to determine the discount rate for any new leases. In the years ended December 31, 2022, 2021 and 2020, the Company recorded impairment losses of $0.0 million, $0.1 million and $6.3 million, respectively, related to right of use assets subsequent to vacating the real estate. Refer to Note 11 for additional information. (l) Product Warranties Certain of the Company’s products are sold subject to standard product warranty terms, which generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The Company estimates the liability for warranty claims based on standard warranties, the historical frequency of claims and the cost to replace or repair products under warranty. Factors that influence the warranty liability include the number of units sold, the length of warranty term, historical and anticipated rates of warranty claims and the cost per claim. The warranty liability as of December 31, 2022 and 2021 is $0.6 million and $0.5 million, respectively, and is included in “Other current liabilities” within the consolidated balance sheet. (m) Convertible Promissory Notes The Company accounts for its convertible notes at issuance by allocating the proceeds received among freestanding instruments according to ASC 470, based upon their relative fair values. The fair value of debt and common stock is determined based on the closing price of the common stock on the date of the transaction, and the fair value of warrants, if any, is determined using the Black-Scholes Merton option-pricing model. Convertible notes are subsequently carried at amortized cost. The fair value of warrants is recorded as additional paid-in capital, with a corresponding debt discount from the face amount of the convertible note. The discounts on the convertible notes, consisting of amounts ascribed to warrants are amortized to interest expense, using the effective interest method, over the terms of the related convertible notes. Each convertible note is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible note and separate accounting treatment. The Company also analyzes the features of its convertible notes which, when triggered, mandate a downward adjustment to the instrument’s strike price (or conversion price) if equity shares are issued at a lower price (or equity-linked financial instruments are issued at a lower strike price) than the instrument’s then-current strike price. The purpose of the feature is typically to protect the instrument’s counterparty from future issuances of equity shares at a more favorable price. (n) Fair Value Measurements Our financial instruments that are not re-measured at fair value include cash and cash equivalents, accounts receivable, net, notes receivable, net, accounts payable and other current liabilities. The carrying values of theses financials instruments approximate their fair values with the exception of contingent consideration. Refer to Note 23 for additional information. Our non-financial assets that are measured at fair value on a nonrecurring basis include goodwill and other intangible assets, and adjustment in carrying amount of equity securities for which the measurement alternative of cost less impairment plus or minus observable price changes is used. (o) Assets and Liabilities Held for Sale The Company classifies assets and liabilities (disposal group) to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the disposal groups; (2) the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group; (3) an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; (4) the sale of the disposal group is probable, and (5) transfer of the disposal group is expected to qualify as a completed sale within one year, except if events or circumstances beyond the Company’s control extend the period of time required to sell the disposal group beyond one year; (6) the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (7) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying amount or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent losses as an adjustment to the carrying amount of the disposal group. As part of this assessment, the Company also evaluates the criteria for reporting the disposal group as a discontinued operation. Factors which the Company considers includes, but is not limited to, the level of continuing involvement, if any, whether the disposal constitutes a strategic shift, and the relative magnitude of revenue, net income or loss, and total assets. (p) Foreign Currency Translation The Company uses the United States dollar as its reporting currency. The Company’s worldwide operations utilize the local currency or USD as the functional currency, where applicable. For certain foreign subsidiaries, USD is used as the functional currency. This occurs when the subsidiary is considered an extension of the parent. The functional currency of subsidiaries located worldwide are either in RMB, HKD or the EURO. In the consolidated financial statements, the financial information of the entities which use RMB and HKD as their functional currency has been translated into USD: assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at the historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of “Accumulated other comprehensive loss” in the equity section of the consolidated balance sheets. Transactions denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated in the functional currency at the applicable rates of exchange in effect at the balance sheet date. Foreign currency (gains) losses of $4.3 million, $0.2 million, and $(0.1) million were recorded in the years ended December 31, 2022, 2021, and 2020, respectively. (q) Escrow and Trust Deposits In providing escrow services, the Company holds funds for others in a fiduciary capacity, pending completion of real estate transactions. A separate, self-balancing set of accounting records is maintained to record escrow transactions. Escrow trust funds held for others are not the Company’s and, therefore, are excluded from the consolidated balance sheet, however, the Company remains contingently liable for the disposition of these deposits. Escrow trust balances at December 31, 2022 and 2021, were $9.3 million and $21.4 million respectively. It is a common industry practice for financial institutions where escrow funds are deposited to either reimburse or to directly provide for certain costs related to the delivery of escrow services. The Company follows the practice of non-recognition of costs borne by the financial institution where escrow funds are deposited. There were no escrow trust balances as of December 31, 2020 as these were acquired with the acquisition of Timios in January 2021. (r) Revenue Recognition General The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. For most of the Company’s customer arrangements, control transfers to customers at a point in time, as that is generally when legal title, physical possession and risk and rewards of goods/services transfer to the customer. In certain arrangements, control transfers over time as the customer simultaneously receives and consumes the benefits as the Company completes the performance obligations. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on the observable prices charged to customers or adjusted market assessment or using expected cost-plus margin when one is available. Adjusted market assessment price is determined based on overall pricing objectives taking into consideration market conditions and entity specific factors. The Company performs an analysis of the relevant terms of its sales contracts, including whether or not it controls the product prior to sale, whether or not it incurs inventory risk, and other factors in order to determine if revenue should be recorded as a principal or agent. Revenues recognized in a Principal capacity are reported gross, while revenues recognized as an Agent are reported net. Certain customers may receive discounts or rebates, which are accounted for as variable consideration. Variable consideration is estimated based on the expected amount to be provided to customers, and initially reduces revenues recognized. The Company records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company expenses as incurred any commissions or other fees which, if capitalizable, would have an amortization period of less than one year. Title, Closing and Appraisal Revenue Premiums from title insurance policies written by independent agencies are recognized net of commission costs when the policies are reported to the Company upon the closing of a transaction and not before the effective date of the policy. Regulation of title insurance rates varies by state. Premiums are charged to customers based on rates predetermined in coordination with each states’ respective Department of Insurance. A closing or escrow is a transaction pursuant to an agreement of a buyer, seller, borrower, or lender wherein an impartial third-party, such as the Company, acts in a fiduciary capacity on behalf of the parties in accordance with the terms of such agreement in order to accomplish the directions stated therein. Services provided include, among others, acting as escrow or other fiduciary agent, obtaining releases, and conducting the actual closing or settlement. Closing and escrow fees are recognized upon closing of the escrow, which is generally at the same time of the closing of the related real estate transaction. Revenue from appraisal services are primarily related to establishing the ownership, legal status and valuation of the property in a real estate transaction. In these cases, the Company does not issue a title insurance policy or perform duties of an escrow agent. Revenues from these services are recognized upon delivery of the service to the customer. EV and Related Revenue For product sales, the Company considers practical and contractual limitations in determining whether there is an alternative use for the product. For example, long-term design and build contracts are typically highly customized to a customer’s specifications. For contracts with no alternative use and an enforceable right to payment for work performed to date, including a reasonable profit if the contract were terminated at the customer’s convenience for reason other than nonperformance, the Company recognizes revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, revenue is determined each quarter, on the basis of accumulated project expenses in relation to estimated accumulated project expenses upon completion. For contracts recognized at a point in time, the Company recognizes revenue when control passes to the customer, which is generally based on shipping terms that address when title and risk and rewards pass to the customer. However, the Company also considers certain customer acceptance provisions as certain contracts with customers include installation, testing, certification or other acceptance provisions. In instances where contractual terms include a provision for customer acceptance, the Company considers whether it has previously demonstrated that the product meets objective criteria specified by either the seller or customer in assessing whether control has passed to the customer. For service contracts, the Company recognizes revenue as the services are rendered if the customer is benefiting from the service as it is performed, or otherwise upon completion of the service. Separately priced extended warranties are recognized as a separate performance obligation over the warranty period. The transaction price in the contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances, and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends, and current factors including market conditions and status of negotiations. For design and build contracts, the Company may at times collect progress payments from the customer throughout the term of the contract, resulting in contract assets or liabilities depending on the timing of the payments. Contract assets consist of unbilled amounts when revenue recognized exceeds customer billings. Contract liabilities consist of advance payments and billings in excess of revenue recognized. Costs to obtain a contract (e.g., commissions) for contracts greater than one year are deferred and amortized in a manner consistent with revenue recognition of the related contract. The Company enters into contracts with governmental agencies for services and products. These contracts are analyzed in order to determine if they should be accounted for under a revenue recognition model pursuant to ASC 606 or a grant model pursuant to ASC 958. If accounted for pursuant to a grant model, the Company must determine if the grant is conditional or unconditional, and if conditional any barriers exist which must be overcome. If unconditional, the grant is recognized as revenue immediately, and if conditional, the grant is recognized as revenue as and when the barriers are overcome. The significant barrier to the current conditional grants are that the expenses incurred must meet the qualifications as established by the respective governmental agencies, so that the grant revenue is recognized as the qualified expenses are incurred. Revenue recorded pursuant to a grant model are recorded as “Other revenue.” (s) Advert |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueThe following table summarizes the Company's revenues disaggregated by revenue source, geography (based on the Company's business locations), and timing of revenue recognition (in thousands): Year Ended December 31, December 31, December 31, Geographic Markets North America $ 51,580 $ 84,303 $ 1,631 Asia 40,511 29,777 25,128 Europe 8,845 — — Total $ 100,936 $ 114,080 $ 26,759 Product or Service Digital advertising services and other $ — $ 231 $ 1,631 Title and escrow services 32,223 72,686 — Electric vehicle products 51,178 31,123 19,462 Electric vehicle services 250 204 — Electric motorcycle products and services 10,469 — — Electric motorcycle sponsorship services 1,040 — — Combustion engine vehicles — — 5,160 Charging, battery and powertrain products 3,880 5,886 506 Charging, battery and powertrain services 1,482 2,645 — Other 414 1,305 — Total $ 100,936 $ 114,080 $ 26,759 The following table provides information about client receivables, contract liabilities and contract assets from contracts with customers: Year ended Balances from contracts with customers: December 31, 2022 December 31, 2021 Accounts receivable, net $ 5,855 $ 3,338 Deferred revenue 2,749 5,392 Contract assets 3,579 2,772 In the year s ended December 31, 2022 and 2021, the Company recorded grant revenue of $0.3 million and $1.3 million in " Other revenue" in the consolidated statements of operations. There was no grant revenue for the year ended December 31, 2020. For the years ended December 31, 2022 and 2021, the Company recorded a contract assets of $3.6 million and $2.2 million, respectively, for WAVE. This increase is primarily due to the inability to invoice all projects prior to resolving government billing requirements. The Company expects to resolve these billing issues and invoice for the outstanding contract assets of $3.6 million in the year ending December 31, 2023, and at that time will reclassify the contract assets to accounts receivable, net. The following table reflects the Company’s deferred revenue balance as of December 31, 2022 and 2021 (in thousands): Year ended Deferred revenue from contracts with customers: December 31, 2022 December 31, 2021 Beginning balance $ 5,392 $ 2,879 Revenue recognized, included in beginning balance (3,975) (650) Additions, net of revenue recognized during period, and other 1,332 3,163 Ending Balance $ 2,749 $ 5,392 In the years ended December 31, 2022, 2021 , and 2020 , the Company recognized revenue of $4.0 million, $0.7 million, and $0.5 million, respectively, recorded in deferred revenue as of the beginning of the period. |
Available-for-Sale Securities
Available-for-Sale Securities | 12 Months Ended |
Dec. 31, 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 following table provides certain information related to available-for-sale debt securities (in thousands): As of December 31, 2021 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated Fair Value Silk EV Note $ 15,000 $ 833 $ 4 $ (20) $ (15,817) $ — Total available-for-sale securities $ 15,000 $ 833 $ 4 $ (20) $ (15,817) $ — Silk EV Convertible Promissory Note On January 28, 2021, the Company invested $15.0 million in Silk EV via a convertible promissory note. Silk is an Italian engineering and design services company that has recently partnered with FAW to form a new company Silk-FAW to produce fully electric, luxury vehicles for the Chinese and global auto markets. The principal amount of the convertible promissory note is $15.0 million, is unsecured, bears interest at an annual rate of 6.0%, and the scheduled maturity date is January 28, 2022. Upon a qualified equity financing, as defined, the outstanding principal and accrued interest convert into equity securities sold in the qualified equity financing at a conversion price equal to the cash price for the equity securities times 0.80. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. SILK EV did not remit payment of principal and interest on the scheduled maturity date of January 28, 2022, and the Company has sent a notice of default. The Company determined that the Silk EV note was fully impaired and recorded an impairment loss of $15.8 million recorded in "Asset impairments" in the year ended December 31, 2021. |
Notes Receivable from Third Par
Notes Receivable from Third Parties | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Notes Receivable from Third Parties | Notes Receivable from Third Parties The following table provides certain information related to n otes receivable consists of the following (in thousands): As of December 31, 2022 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated Fair Value VIA Note (a) $ 63,218 $ 2,603 $ — $ — $ (34,213) $ 31,608 VIA Note 2 (a) 14,468 233 — — (14,701) — Inobat Note (b) 11,819 863 — (1,083) (11,599) — Timios (c) — — — — — — Green Power Motor Company (d) 45 — — — — 45 Total notes receivable $ 89,550 $ 3,699 $ — $ (1,083) $ (60,513) $ 31,653 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. As of December 31, 2022, the principal amount of the convertible promissory note was $63.2 million, the note was secured by the certain assets and rights of VIA, bore interest at an annual rate of 4.0% and the scheduled maturity date was 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 contained 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 (VIA Note-2) 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 company entered into further amendments during the third quarter of 2022 to provide a total of an additional $4.4 million and additional amendments in the fourth quarter of 2022 to provide an additional $4.6 million, bringing the total payable under the note as of December 31, 2022 to $16.3 million. The note was secured by the certain assets and rights of VIA, bore 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 experienced significant delays in the closing of the acquisition of VIA and in the fourth quarter of 2022 withdrew the S-4 resulting in an inability to close the acquisition in the manner originally contemplated. Consequently, the outstanding balances were re-evaluated as to recovery and the balances adjusted to estimated recovery values inclusive of the risks associated with the consummation of the acquisition and the credit risks in the event of an unsuccessful closing. (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, was due December 24, 2022. Inobat specializes in the research, development, manufacture, and provision of innovative electric batteries custom-designed to meet the specific requirements of global mainstream and specialist OEMs within the automotive, commercial vehicle, motorsport, and aerospace sectors. Inobat is a European based battery manufacturer, that has a battery research and development facility and pilot line under development in Slovakia. The principal amount of the convertible promissory note is €10.0 million ($11.4 million) is unsecured, bears interest at an annual rate of 8.0%, and the scheduled maturity date is December 28, 2022. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The loan due from Inobat matured in December 2022 without any receipt of payment, in March 2023, the company extended the maturity date of the loan to May 2023 The Company determined that the Inobat note was fully impaired and recorded an impairment loss of $11.6 million recorded in "Asset impairments" in the year ended December 31, 2022 . (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. In the fourth quarter of 2022, Timios sold the mortgage notes for $0.3 million, this resulted in a loss of $0.2 million in the year ended December 31, 2022. (d) Green Power Motor Company On July 29, 2022, the Company loaned $43,500, to Green Power Motor Company. Interest will accrue on the outstanding principal at a rate of fixed interest rate per annum equal to 7.50%. Borrower will make 80 consecutive monthly payments commencing on September 1, 2022. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 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 Acquisitions and Divestitures The Company has completed the below acquisition in the year ended December 31, 2022. The accompanying consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. All of the acquisitions have been accounted for as business combinations. Energica Acquisition On March 3, 2021, the Company entered into an investment agreement with 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 72.4%. The Energica founders shall continue to own approximately 27.6% 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. Acquisition Method Accounting Estimates The final purchase price allocation for Energica 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 fair value of identifiable assets acquired and liabilities assumed in the acquisition of Energica. In conjunction with the acquisition of Energica, the Company remeasured the 20.0% previously accounted for as an equity method investment. The fair value measurement is based on significant inputs to include discounted cash flow analyses that are not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The Company determined the enterprise value using external specialists in support of the preliminary purchase price allocation referenced in the table below. The Company used this enterprise value to remeasure the previous equity investment by stepping up the value of the 20.0% equity ownership to reflect the proceeds paid to gain control of Energica. This remeasurement resulted in a gain of $11.0 million recorded in the year ended December 31, 2022, this was recorded in Gain on remeasurement of investment, in our consolidated statement of operations. The fair value of the 27.6% non-controlling interest in Energica is estimated to be $24.8 million. The fair value measurement is based on significant inputs to include discounted cash flow analyses that are not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The Company determined the enterprise value using external specialists in support of the preliminary purchase price allocation referenced in the table below. The Company used this enterprise value to remeasure the previous non-controlling interest by stepping up the value of the non-controlling interest less a discount for lack of marketability. The discount for the lack of marketability was calculated by external specialists using a Finnerty model. (Dollars in thousands) Cash paid at closing $ 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 60,394 Other assets 1,024 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 December 31, 2022, is as follows (amounts in thousands): 2023 remaining 4,000 2024 4,000 2025 4,000 2026 4,000 2027 4,000 2028 and beyond 24,145 Total 44,145 Amortization expense related to intangible assets created as a result of the Energica acquisition for the year ended December 31, 2022 was $3.2 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 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 $11.5 million and net loss of $35.1 million for the year ended December 31, 2022, respectively, have been included in the condensed consolidated financial statements. Refer to Note 9 for information related to an impairment charge recognized for the Energica reporting unit during the year ended December 31, 2022. 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 $0.2 million as a result of the deconsolidation of SSE and such loss was recorded in “Loss on disposal of subsidiaries, net” in the consolidated statements of operations for the year ended December 31, 2022. Ideanomics Shengtong New Energy Co., Ltd. On Nove mber 29, 2022, the Company sold its 80% ownership on Shandong to the entity’s minority shareholder and its related party in amount of RMB 2.7 million($0.5 million), 70% to the entity’s minority shareholder in amount of RMB 2.4 million ($0.4 million) and 10% to a third party in amount of RMB 0.3 million ($0.1 million). The Company recognized a disposal loss of $0.1 million as a result of the deconsolidation and such loss was recorded in “Loss on disposal of subsidiaries, net” in the condensed consolidated statements of operations for the nine months ended December 31, 2022. 2021 Acquisitions and Divestitures The Company has completed the below acquisitions in the year ended December 31, 2021. The accompanying consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. All of the acquisitions have been accounted for as business combinations. 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 $32.2 million and net loss of $16.3 million for the year ended December 31, 2022, related to Timios have been included in the consolidated financial statements since the acquisition. The final purchase price allocation for Timios is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Refer to Note 9 for information related to an impairment charge recognized for the Timios reporting unit during the year ended December 31, 2022 and 2021. WAVE On January 15, 2021, the Company purchased 100.00% of WAVE, a privately held company, pursuant to an agreement and plan of merger for a purchase price of $15.0 million of cash plus a total of 12.6 million unregistered shares of the Company’s common stock, valued at $40.0 million at the date of closing. Pursuant to the Wave Agreement, $5.0 million of the cash consideration was paid into escrow pending a one-year indemnification review. The agreement provided that 3.6 million shares of the Company’s common stock be held back at closing, to be released upon the receipt of certain customer consents not obtained prior to closing. WAVE is a technology company focused on creating practical and economical solutions for the worldwide transit and off-road EV markets and is a leading provider of wireless charging solutions for medium and heavy duty EVs. The Company expects WAVE to create immediate synergies with its existing EV initiatives as it brings wireless charging to the Company’s current product offerings. Pursuant to the WAVE Agreement, $5.0 million of the cash consideration was paid into escrow pending a one year indemnification review. The agreement provided that 3.6 million shares of the Company’s common stock be held back at closing, to be released upon the receipt of certain customer consents not obtained prior to closing. As of December 31, 2022, 0.5 million shares of the Company’s common stock remain unissued pending receipt of a final consent. 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 previously extended the time frame for this contractual provision as the receipt of the consents is was outside the control of the former WAVE shareholders, but at this time, more than twenty four months post-closing, any outstanding consents are unlikely to be obtained and the agreement provides that no issuance shall be forthcoming absent further extension, which we have not given. Therefore the Company will not issue the remaining 0.5 million shares. 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, 2022. The Company will continue to monitor the fair value of this contingent considerations with any changes being recorded in the consolidated statement of operations if and when a change occurs. The Company also agreed to a performance and retention plan for the benefit of certain WAVE’s employees which could result in up to $10.0 million paid to such employees if certain gross revenue targets and certain gross profit margins are achieved for calendar years 2021 and 2022. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. The Company has not accrued any of this retention plan as the revenue and gross profit margin criteria are not probable of being met. During the three months ended December 31, 2021, the Company recorded a change to the previously disclosed purchase price allocation to reflect a liability for $0.8 million for a sales tax obligation that the Company was previously unaware of, however since this amount is fully indemnified by the sellers, the Company recorded a $0.8 million receivable. There was no adjustment to the carrying value of goodwill. Additionally, during the three months ended December 31, 2021 the Company concluded its analysis of any limitations on net operating loss carryforwards and certain built-in losses following ownership changes. The Company concluded that $7.7 million of historic net operating losses could not be utilized by the Company. This resulted in a reduction of $1.4 million of deferred tax assets and an increase to goodwill for the same amount. This amount was recorded as a measurement period adjustment in 2021 and is included in the purchase price allocation table below. Revenue of $2.7 million and net loss of $14.0 million for the year ended December 31, 2022, related to WAVE have been included in the consolidated financial statements since the date of acquisition. The final purchase price allocation for WAVE is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Refer to Note 9 for information related to an impairment charge recognized for the WAVE reporting unit during the year ended December 31, 2021. US Hybrid On June 10, 2021, the Company purchased 100% of US Hybrid, a privately held company, pursuant to an agreement and plan of merger for a purchase price of $50.0 million in a combination of $30.0 million in cash and 6.6 million in unregistered shares of the Company’s common stock, valued at $20.9 million at the date of closing. Pursuant to the agreement, $1.0 million of the cash consideration was paid into escrow pending a true up of net working capital within 90 days of the closing date. The agreement provided that the 6.6 million shares were paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components including traction motors, controllers, auxiliary drives, energy storage and fuel cell engines for electric, hybrid, and fuel cell medium and heavy-duty municipality vehicles, commercial trucks, buses, and specialty vehicles throughout the world. The Company expects US Hybrid to become another cornerstone in the Company’s mission to reduce commercial fleet greenhouse gas emissions through advanced EV technologies and forward-thinking partnerships. The Company has also agreed to a performance and retention plan for the benefit of certain US Hybrid employees which could result in up to $16.7 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for annual performance periods commencing July 1, 2021 and concluding on June 30, 2024. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of December 31, 2022 the Company has accrued $0.3 million of this retention plan as certain criteria for the first performance period were partially met. Criteria associated with the second and third performance periods are not probable of being met and will be evaluated on a regular basis once those performance periods commence. Revenue o f $3.0 million and net loss of $9.6 million , for the year ended December 31, 2022, related to US Hybrid have been included in the consolidated financial statements since the date of acquisition. The final purchase price allocation for US Hybrid is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Refer to Note 9 for information related to an impairment charge recognized for the US Hybrid reporting unit during the year ended December 31, 2021. Solectrac On June 11, 2021, the Company purchased the remaining 78.6% of Solectrac, a privately held company, pursuant to an agreement and plan of merger for a purchase price of $17.7 million plus $0.3 million paid upon the true up of the Net Working Capital. The Company had previously acquired 21.4% of Solectrac in 2020. The Company now owns 100% of Solectrac. The purchase price was paid in cash and pursuant to the agreement $2.0 million of the cash consideration was paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. In conjunction with the acquisition of Solectrac, the Company remeasured the 21.4% previously accounted for as an equity method investment. The Company determined the enterprise value using external specialists in support of the preliminary purchase price allocation referenced in the table below. The Company used this enterprise value to remeasure the previous equity investment by stepping 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 , the Solectrac Agreement contains three earnouts that could result in additional payments of up to $6.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics in calendar year 2023. The Company considers this earnout to be contingent consideration that as of the acquisition date is probable to occur in certain years and has attributed $1.6 million as additional consideration for purposes of the preliminary purchase price allocation. During the three months ended December 31, 2021 the Company re-evaluated the likelihood of the earnout being achieved in light of macro-economic events impacting the supply chain timeframes and adoption of electric tractors. The Company concluded that the fair value of the contingent consideration approximated $0.1 million and $1.5 million has been recorded as an income for the year ended December 31, 2021 in the consolidated statement of operations, 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 December 31, 2022 the Company has not accrued any of this retention plan as the various criteria are not yet probable of occurring. Revenue o f $10.9 million and net loss of $15.2 million , for the year ended December 31, 2022, respectively, have been included in the consolidated financial statements. The final purchase price allocation for Solectrac is summarized in the table below in the “Acquisition Method Accounting Estimates” section of this note. Acquisition Method Accounting Estimates The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including earnings before interest, taxes, depreciation and amortization, revenue, revenue growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands): Solectrac US Hybrid Timios WAVE Purchase Price Cash paid at closing, including working capital estimates $ 18,025 $ 30,139 $ 46,576 $ 15,000 Fair value of previously held interest 5,287 — Fair value of common stock — 20,877 — 28,616 Fair value of contingent consideration 1,640 — — 11,418 Total purchase consideration 24,952 51,016 46,576 55,034 Purchase Price Allocation Assets acquired Current assets 2,700 3,793 7,292 2,820 Property, plant and equipment 30 5 429 — Other assets 45 52 48 — Intangible assets – tradename 4,210 1,740 8,426 12,630 Intangible assets – lender relationships — — 16,600 — Intangible assets - technology 2,350 5,110 Intangible assets – patents — — — 13,000 Intangible assets - non-compete — 520 — — Intangible assets – licenses — — 1,000 — Indefinite lived title plant — — 500 — Goodwill 17,714 42,218 21,824 35,689 Total assets acquired 27,049 53,438 56,119 64,139 Liabilities assumed: Current liabilities (509) (1,602) (4,306) (4,578) Deferred tax liability (1,588) (820) (5,237) (4,527) Total liabilities assumed (2,097) (2,422) (9,543) (9,105) Net assets acquired $ 24,952 $ 51,016 $ 46,576 $ 55,034 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 9 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 13 Intangible assets – lender relationships 5 Intangible assets – licenses 13 Weighted average useful life 11.1 The estimated amortization expense adjusted for the impairment related to the remaining intangible assets for each of the years subsequent to December 31, 2022 is as follows (amounts in thousands): 2023 remaining $ 933 2024 933 2025 933 2026 933 2027 933 2028 and beyond 3,974 Total $ 8,639 Amortization expense related to intangible assets created as a result of the 2021 Acquisitions of $3.2 million has been recorded for the year ended December 31, 2022. Cumulative Goodwill, excluding any impairments, in the amount of $117.4 million was recorded as a result of the 2021 Acquisitions. The goodwill from the 2021 Acquisitions represents future economic benefits that we expect to achieve as a result of the acquisitions, Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is not 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. Divestitures On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL the owner and operator of the social media platform Hoo.be, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine, a wholly-owned subsidiary of the Company focused on influencer marketing. 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) Gain on disposal of subsidiaries, net” in the consolidated statements of operations. Through its ownership in FNL, the Company has retained a 29.0% interest in Grapevine. The disposal loss of $1.2 million includes the adjustment recorded to adjust the retained interest of 29.0% in Grapevine to its fair value on the date of disposal. The fair value of the retained interest in Grapevine was determined based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. 2020 Acquisitions and Divestitures The Company has not acquired any companies nor disposed of any subsidiaries in the year ended December 31, 2020, with the exception of the disposition of its remaining 10.0% interest in Amer as disclosed below. In the year ended December 31, 2020, the Company commenced the liquidation of a consolidated entity and therefore deconsolidated the entity. As a result of the deconsolidation, the Company recorded a gain of $0.3 million in "(Loss) Gain on disposal of subsidiaries, net” and bad debt expense of $0.2 million in "Selling, general and administrative expense" in the consolidated statements of operations. Transaction Costs Transaction costs describe the broad category of costs the Company incurs in connection with signed and/or closed acquisitions. Transaction costs include expenses associated with legal, accounting, regulatory, and other transition services rendered in connection with acquisition, travel expense, and other non-recurring direct expenses associated with acquisitions. • The Company incurred transaction costs of $0.3 million during the year ended December 31, 2022, related to the Energica acquisition. • The Company incurred transaction costs of $1.4 million during the year ended December 31, 2021, related to the Energica acquisition. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable The following table summarizes the Company’s accounts receivable (in thousands): December 31, December 31, Accounts receivable, gross $ 6,201 $ 4,945 Less: allowance for doubtful accounts (346) (1,607) Accounts receivable, net $ 5,855 $ 3,338 For the year ended December 31, 2022, there was no revenue included in the gross balance from the taxi commission revenue receivables from the related party Qianxi. For the year ended December 31, 2021, the gross balance includes the taxi commission revenue receivables from the related party Qianxi of $1.3 million. The following table summarizes the movement of the allowance for doubtful accounts (in thousands): December 31, December 31, December 31, Balance at the beginning of the year $ (1,607) $ (1,219) $ — Increase in the allowance for doubtful accounts (348) (350) (1,219) Write offs of accounts receivable 1,603 — — Effect of change in foreign currency exchange rates 6 (38) — Balance at the end of the year $ (346) $ (1,607) $ (1,219) In the years ended December 31, 2022 and 2021, the Company increased its allowance for doubtful accounts by $0.3 million for accounts receivable from a third-party and $0.4 million from a third party, respectively. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 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): December 31, December 31, Furniture and office equipment $ 2,753 $ 1,432 Vehicles 1,257 900 Leasehold improvements 4,577 581 Shop equipment 3,204 825 Total property and equipment 11,791 3,738 Less: accumulated depreciation (2,719) (833) Property and equipment, net $ 9,072 $ 2,905 The Company recorded depreciation expense of $2.2 million , $0.5 million and $0.1 million in the years ended December 31, 2022, 2021 and 2020, respectively. Fintech Village On October 10, 2018, the Company purchased a 58-acre former University of Connecticut campus in West Hartford from the State of Connecticut for $5.2 million in cash and also assumed responsibility of the environmental remediation. The Company obtained a surety bond in favor of the seller in connection with the Company’s environmental remediation obligations. The Company initially recorded asset retirement obligations in the amount of $8.0 million, which was the estimate performed by the seller and at a discount to the purchase price, therefore, the Company considered it a reasonable estimate of fair value of its asset retirement obligation pursuant to ASC 410. On January 28, 2021, the Company’s Board accepted an offer of $2.8 million for Fintech Village, and subsequently signed a sale contract on March 15, 2021. In the year ended December 31, 2021, the Company closed on the sale of Fintech Village for $2.8 million, excluding commissions and other costs of $0.2 million. The asset retirement obligations were derecognized in the year ended December 31, 2021. The following table summarizes the activity in the asset retirement obligation for the year ended December 31, 2021, (in thousands): January 1, Liabilities Remediation Accretion Derecognition December 31, Asset retirement obligation $ 4,653 $ — $ — $ — $ (4,653) $ — In the year ended December 31, 2021, the Company impaired the remaining building with a carrying amount of $0.3 million and land with a carrying amount of $0.3 million and the related asset retirement cost with a carrying amount of $2.0 million and the capitalized architect costs with a carrying amount of $2.7 million. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 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 for the years ended December 31, 2022, 2021 and 2020 (in thousands): Balance as of January 1, 2020 31,654 Measurement period adjustments (12,848) Effect of change in foreign currency exchange rates (12) Impairment loss (a) (18,089) Balance as of January 1, 2021 705 Measurement period adjustments 186 Impairment (b,c,d,f,g) (101,470) Acquisitions 117,445 Effect of change in foreign currency exchange rates (1) Disposal of Grapevine (e) (704) Balance as of January 1, 2022 16,161 Measurement period adjustments 1,280 Impairment (g,h) (38,868) Acquisitions 60,394 Effect of change in foreign currency exchange rates (1,192) Balance as of December 31, 2022 $ 37,775 (a) Throughout 2021, the Company pursued its initial business goals for DBOT involving the sale of digital securities and brokering commodity products, more specifically investigating applications to new and underserved markets, or targeting of specific transactions, such as the origination of foreign securities, the formation of an investment vehicle with a third-party, or the securitization of digital assets. These efforts did not come to fruition, and the Company concluded sufficient impairment indicators existed to evaluate the fair value of DBOT’s intangible assets. As part of this fair value analysis, the Company determined that the goodwill associated with the DBOT acquisition was fully impaired and recorded an impairment loss of $9.3 million. Refer to Note 9 for information regarding the impairment of the continuing membership agreement and customer list. The Company acquired Tree Technologies in December, 2019 and determined that there were immaterial errors in the initial accounting for the acquisition. A deferred tax liability should have been recorded in connection with the acquisition, with a corresponding amount of goodwill of $8.3 million. Tree Technologies business objectives developed more slowly than originally projected, due to a revaluation of the market opportunity, both in the context of the time and amount of investment required to achieve the originally projected results, and further complicated by various factors, including COVID-19, the temporary closures of businesses in the area, which resulted in the lack of demand for motorbikes, rolling business and government shutdowns, and supply chain constraints. The Company determined that sufficient impairment indicators existed and decided to perform a quantitative impairment analysis in the three months ended December 31, 2020. Under the income approach, the Company estimated the fair value of Tree Technologies based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company utilized cash flow projections based on information known and knowable at that time, and included management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the then current macroeconomic industry and market conditions. The Company based the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to Tree Technologies’ ability to execute on its business plan. (b) On July 26, 2021, Timios experienced a systems outage that was caused by a cybersecurity incident, which caused disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings. This resulted in an adverse impact on Timios’ revenues in that one significant customer was lost and other customers have reduced their volume. The Company determined that an indicator of potential impairment existed and decided to perform an interim quantitative tangible and intangible asset and goodwill impairment tests for its Timios reporting unit. Based on the results of this interim quantitative impairment test, the fair value of the Timios reporting unit was below the carrying value of its net assets. The decline in the fair value of the Timios reporting unit resulted from the cybersecurity event described above, which lowered the projected revenue and profitability levels of the reporting unit. The fair value of the Timios reporting unit was based on the income approach. Under the income approach, the Company estimated the fair value of the reporting unit based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. The Company based the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the Timios’ ability to execute on the projected cash flows. The fair value of Timios’ reporting unit is based on management’s best estimates, and should actual results differ from those estimates, future impairment charges may be required in future periods. The quantitative analysis indicated that the carrying amount of the Timios reporting unit exceeded its fair value. As a result, the Company recorded a goodwill impairment charge of $5.6 million, and impairment charges related to the Timios tradename and lender relationships of $0.7 million and $13.2 million, respectively, in the three months ended September 30, 2021. (c) For the year ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on WAVE’s business forecasts. The projections have negatively impacted WAVE’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $35.7 million for the year ended December 31, 2021. (d) For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on US Hybrid’s business forecasts. The projections have negatively impacted US Hybrid’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $42.2 million for the year ended December 31, 2021. (e) During the three months ended June 30, 2021, the Company completed the sale of Grapevine. Refer to Note 6 for additional information. (f) For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on Solectrac's business forecasts. The projections have negatively impacted Solectrac's performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $17.7 million for the year ended December 31, 2021. (g) During 2022, the financial services industry suffered a significant decline in transaction processing for services provided by Timios driven by continuous increases in lending rates and an industry sector decline. As a result, the projected financial performance of the reporting unit has declined compared to the prior year reflecting the recovery period expected for the industry sector. Based on the results of the annual quantitative impairment test, the fair value of the Timios reporting unit was below the carrying value of its net assets. 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. The quantitative analysis indicated that the carrying amount of the Timios reporting unit exceeded its fair value. As a result, the Company recorded a goodwill impairment charge of $16.2 million in the year ended December 31, 2022. (h) While Energica significantly expanded the global dealer network and introduced product into the US market, the business did not meet its performance targets in 2022 and is expected to continue to miss business development targets in 2023. Consequently, updated projections reflecting the longer time period required for market development and sales expansion reflect a related decrease in the enterprise value. Based on the results of the annual quantitative impairment test, the fair value of the Energica reporting unit was below the carrying value of its net assets. The fair value of the Energica 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 Energica’s ability to execute on the projected cash flows. The fair value of Energica’s 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 Energica reporting unit exceeded its fair value. As a result, the Company recorded a goodwill impairment charge of €21.1 million ($22.7 million) in the year ended December 31, 2022. Intangible Assets The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): December 31, 2022 December 31, 2021 Weighted Gross Accumulated Impairment Loss Net Gross Accumulated Impairment Loss Net Amortizing Intangible Assets Continuing membership agreement (b) 16.5 $ 1,179 $ (679) $ (500) $ — $ 1,179 $ (649) $ — $ 530 Patents, trademarks and brands (a,d,g,f,h,i) 37.2 22,974 (1,625) (1,520) 19,829 39,820 (2,715) (30,492) 6,613 Customer relationships 13.7 13,937 (824) — 13,113 — — — — Land use rights (c) 96.0 25,653 (649) (25,004) — 27,102 (411) — 26,691 Licenses (d) 21.8 1,141 (148) — 993 1,000 (65) — 935 Lender relationships (d) 5.0 16,600 (2,034) (12,548) 2,018 16,600 (1,638) (12,550) 2,412 Internally developed software (e,k) 1.6 760 (266) (494) — 452 (76) — 376 Software (h,j,k) 9.7 4,491 (1,288) (3,182) 21 4,492 (178) — 4,314 Non-compete (i) 0 — — — — 520 (57) (463) — Technology (h,i) 7.2 18,225 (1,956) — 16,269 7,460 (347) (7,113) — Other 0.9 150 (81) (69) — 150 (6) — 144 105,110 (9,550) (43,317) 52,243 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 $ 105,641 $ (9,550) $ (43,323) $ 52,768 $ 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 6 for additional information related to the acquisition. (b) During the three months ended December 31, 2020, 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, 2021, 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 6 for additional information related to the acquisition. (c) During the three months ended March 31. 2021, the Company completed the acquisition of 100.0% interest in Timios. Refer to Note 6 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% interest in WAVE. Refer to Note 6 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 6 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 6 for additional information related to the acquisition. (i) Relates to software costs capitalized during the three months ended September 30, 2021 . (j) Relates to licensing costs that were capitalized during the three months ended September 30, 2022. (k) For the year ended December 31, 2022, market conditions have had an adverse impact on Timios’s business forecasts. The projections have negatively impacted Timios’s performance, resulting in lower gross margins and revenue forecasts for 2023 being reduced. As a result, the Company recorded an impairment charge of $1.2 million to the internally generated software for the year ended December 31, 2022. Amortization expense, excluding impairment losses of $29.7 million, $13.9 million and $20.5 million for the years ended December 31, 2022, 2021 and 2020, respectively, mentioned above, relating to intangible assets was $6.0 million, $5.5 million and $5.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. The following table summarizes future expected amortization expense (in thousands): Years ending December 31, Amortization to be 2023 $ 4,889 2024 4,875 2025 4,875 2026 4,833 2027 4,722 2028 and thereafter 28,049 Total $ 52,243 |
Long-term Investments
Long-term Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Long-term Investments | Long-term Investments The following table summarizes the composition of long-term investments (in thousands): December 31, December 31, Non-marketable equity investments $ 7,500 $ 7,500 Equity method investments 2,784 28,088 Total $ 10,284 $ 35,588 Non-marketable equity investments Our non-marketable equity investments are investments in privately held companies without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Based on management’s analysis of certain investment’s performance, there were no impairment losses recorded in the year ended December 31, 2022, and impairment losses of $4.5 million and $0.2 million were recorded in the years ended December 31, 2021 and 2020, and are recorded in “Asset impairments” in the consolidated statements of operations. Equity method investments The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands): December 31, 2022 January 1, 2021 Addition Income (loss) Foreign currency translation adj Impairment Reclassification to subsidiaries Return of basis December 31, 2022 Energica (a) $ 12,329 $ — $ (1,031) $ — $ — $ (11,298) $ — $ — FNL (b) 2,856 — (915) — (1,941) — — — MDI Fund (c) 3,765 401 (406) — (3,102) — (658) — PEA (d) 9,138 — (626) (1,766) (6,746) — — — Orangegrid (e) — 3,076 (292) — — — — 2,784 Total $ 28,088 $ 3,477 $ (3,270) $ (1,766) $ (11,789) $ (11,298) $ (658) $ 2,784 December 31, 2021 January 1, 2020 Addition Income (loss) Reclassification to equity method investee Impairment Reclassification Dilution loss due to investee share issuance December 31, 2021 Solectrac (f) $ 2,556 $ — $ (153) $ — $ — $ (2,372) $ (31) $ — Energica (a) — 13,555 (1,226) — — — — 12,329 FNL (b) — 3,505 (899) 250 — — — 2,856 MDI Fund (c) — 4,646 (881) — — — — 3,765 TM2 (g) 1,144 7,226 (506) — (7,864) — — — PEA (d) — 9,138 — — — — — 9,138 Total $ 3,700 $ 38,070 $ (3,665) $ 250 $ (7,864) $ (2,372) $ (31) $ 28,088 The Company has received no dividends from equity method investees in the years ended December 31, 2022, 2021 and 2020. (a) Energica Refer to Note 6. (b) 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. In the fourth quarter of 2022, FNL continued to pursue securing incremental funds. Success has been limited and they requested the loan be converted into equity in the fourth quarter of 2022. After rejecting the offer to convert, the company sold the loan at a loss to an investor in FNL in the fourth quarter. In addition, FNL currently has financial payables significantly in excess of cash balances and available committed credit. Based on the limited success in raising funds in 2022 to date and the perceived decline in value of the platform evidenced by the lack of success in raising funds, the company has concluded the investment should be impaired. The investment was fully impaired at year end December 31, 2022. 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. (c) MDI 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. As capital markets continue their rotation from growth to value investments, the company has evaluated impairment risks associated with all of its investments and adjusted the carrying values to reflect the valuation risks associated. As part of this investment review, we have impaired the investment in MDI. As a result, impairment losses of $3.1 million were recorded in the year ended December 31, 2022, and are recorded in “Asset impairments” in the consolidated statements of operations. (d) PEA On August 2, 2021, the Company announced a strategic investment in PEA, a business unit within the Prettl Group, a large German industrial company that manufactures and distributes components and systems for the automotive, energy, and electronics industries. The terms include a strategic investment of €7.5 million ($9.1 million) for 11,175 preferred shares. Ideanomics will receive exclusive sales and distribution rights for PEA charging infrastructure products and solutions in North America and CEO Alf Poor joined PEA's Board of Directors. The Company received legal ownership as of October 19, 2021, after payment of €7.5 million ($9.1 million) representing a 30% equity ownership. In the fourth quarter of 2022, Prettl reassessed timing associated with product introduction in the North American market and identified risks which could result in delays and potential incremental costs, which result in revisions to the timing of the recovery of the investment in Prettl. Consequently, the company has adjusted the carrying value of the equity method investment to incorporate updated product launch timing and the costs required to successfully launch product. As a result, impairment losses of $6.7 million were recorded in the year ended December 31, 2022, and are recorded in “Asset impairments” in the consolidated statements of operations. (e) Orangegrid On May 20, 2022, Timios purchased 6.6 million Series A-1 preferred share units in Orangegrid for a total investment of $3.0 million. Orangegrid is a developer and vendor of software technologies which improve the operational efficiency and effectiveness of financial institutions and their service providers. Timios and Orangegrid also entered into a strategic partnership making Timios the preferred provider of title, escrow, valuation and asset management services within OrangeGrid's GridReady default management ecosystem. The Company has decided to account for Orangegrid on a one quarter lag due to the availability of financial results. (f) 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’s ownership in Solectrac was diluted to 24.3% as of March 31, 2021 due to the new share issuance by Solectrac during the three months ended March 31, 2021. On June 11, 2021, Ideanomics entered into a stock purchase agreement and plan of merger with Solectrac and its shareholders, and acquired the remaining common shares outstanding of Solectrac for total consideration of $17.7 million. Ideanomics now owns 100% of Solectrac, and commenced consolidation of Solectrac on that date. Refer to Note 6 for additional information on the acquisition of Solectrac. (g) 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 invest €5.0 million ($5.9 million), an increase in the investment of €3.5 million ($4.1 million), from the original contracted investment of €1.5 million ($1.8 million.) If there is an equity financing (of above €5.0 million ($6.8 million)) during the twelve months immediately following execution of the SAFE, on the initial closing of such equity financing the SAFE will automatically convert into the number of ordinary shares equal to the purchase amount divided by the lowest price per share of the ordinary shares paid during such equity financing. If no equity financing has taken place during the twelve-month period immediately following the date of the SAFE, the parties shall in good faith attempt for one month to agree |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The following tables provide the components of lease expense included within the Consolidated Statement of Comprehensive Income(Loss) for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Operating lease cost $ 4,701 $ 1,764 $ 1,600 Short-term lease cost 898 720 349 Finance lease cost: Amortization of right-of-use assets 163 — — Interest on lease liabilities 16 — — Sublease income — — (74) Total $ 5,778 $ 2,484 $ 1,875 The following table provides the weighted average remaining lease term and the weighted average discount rate for the Company's leases as of December 31, 2022 and 2021: Year Ended December 31, 2022 December 31, 2021 Operating and Finance lease weighted average remaining lease term (in years): Operating leases 5.3 4.2 Finance leases 4.0 — Year Ended December 31, 2022 December 31, 2021 Operating and Finance lease weighted average discount rate: Operating leases 4.9 % 5.2 % Finance leases 2.2 % — % As of December 31, 2022, the Company’s future maturities of operating and finance lease liabilities were as follows: Years ending December 31 Operating Leases Finance Leases 2023 $ 4,706 $ 409 2024 3,572 409 2025 3,238 409 2026 2,610 282 2027 1,062 162 2028 and thereafter 3,474 — Total undiscounted lease liabilities 18,662 1,671 Less: imputed interest (2,279) (166) Net lease liabilities $ 16,383 $ 1,505 The following table provides supplemental cash flow information related to leases for the ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,454 $ 1,856 $ 991 Operating cash flows from finance leases 242 — — Right-of-use assets obtained in exchange for new operating lease liabilities 6,773 14,293 486 Right-of-use assets obtained in exchange for new finance lease liabilities $ 1,134 $ — $ — In the years ended December 31, 2022 and 2021, the Company recorded an impairment losses related to the right of use asset of $0.4 million and $0.1 million, respectively . In the three months ended March 31, 2020 the Company ceased to use the premises underlying one lease and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $0.9 million. In the three months ended June 30, 2020, the Company completed negotiations with the landlord to settle the remaining operating lease liability of $0.9 million by issuing a promissory note for $0.1 million, bearing an annual interest rate of 4.0%, and which was due on December 31, 2021 and was paid in the year ended December 31, 2021. The Company recorded a gain of $0.8 million in “Other income (expense), net” in the consolidated statements of operations for the settlement of the operating lease liability. In the three months ended June 30, 2020 the Company ceased to use its New York City headquarters at 55 Broadway, which were subject to two leases, and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $5.3 million. The Company had an operating use liability of $5.8 million with respect to these leases, excluding $0.6 million in accounts payable. In the three months ended September 30, 2020, the Company completed negotiations with the landlord to settle the remaining amounts due of $6.4 million for a cash payment of $1.5 million. The Company recorded a gain of $4.9 million in “Other income (expense), net” in the consolidated statements of operations for the settlement of the operating lease. |
Supplementary Information
Supplementary Information | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Supplementary Information | Supplementary Information Other Current Assets “Other current assets” were $8.5 million and $4.5 million as of December 31, 2022 and 2021, respectively. Components of “Other current assets” as of December 31, 2022 include a receivable of $2.3 million for employee retention tax credit and $3.3 million for Value-added tax credit. Components of “Other current assets” as of December 31, 2021, include a receivable of $1.9 million from a third-party. There were no components of "Other current assets" as of December 31, 2022 and 2021, which were more than 5 % of total current assets. Other Current Liabilities “Other current liabilities” were $13.7 million and $7.1 million as of December 31, 2022 and 2021, respectively. Components of "Other current liabilities" as of December 31, 2022 that were more than 5% of total current liabilities were other payables to a third-parties in the amount of $6.8 million and accrued expense of $4.2 million . There were no components of "Other current liabilities" as of December 31, 2021 , which were more than 5 % of total current liabilities . Current Liabilities, Other Non-current Assets and Other Long-term Liabilities On December 31, 2021 the Company terminated a legal agreement previously entered into whereby the Company took possession of a property in Qingdao, China for no consideration. The termination resulted in the derecognition of an asset of $6.6 million recorded in “Other non-current assets,” and a liability of $6.7 million , of which $0.3 million was recorded in “Other current liabilities” and $6.4 million was recorded in “Other long-term liabilities.” This resulted in a gain of $0.2 million recorded in “Other income (expense), net.” |
Promissory Notes
Promissory Notes | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable, Current [Abstract] | |
Promissory Notes | Promissory Notes The following is the summary of outstanding promissory notes as of December 31, 2022 and 2021 (in thousands): December 31, December 31, Interest rate Principal Amount Carrying Amount* Principal Amount Carrying Amount* Convertible Debenture (a,b) 4.0% $ 4,442 $ 3,928 $ 57,500 $ 57,809 Small Business Association Paycheck Protection Program (c) 1.0% 219 219 311 312 Promissory note (d) 0.2 2,000 2,021 — — Commercial Insurance Premium Finance (e) 5.49% - 7.8% 1,335 1,335 — — Other lending agreements (f) 0.1% - 12.0% 7,673 7,673 — — Total $ 15,669 15,176 $ 57,811 58,121 Less: Current portion (13,219) (58,121) Long-term Note, less current portion $ 1,957 $ — *Carrying amount includes the accrued interest and approximates the fair value because of the short-term nature of these instruments. The weighted average interest rate for the short term borrowings is 8.1% and 4.0% as of December 31, 2022 and December 31, 2021, respectively. As of December 31, 2022 and 2021, the Company was in compliance with all ratios and covenants. The following table summarizes the impact to the consolidated statements of operations associated with outstanding promissory notes (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Interest expense excluding amortization of debt discount $ 1,839 $ 2,139 $ 1,593 Interest expense related to amortization of debt discount 1,111 — 14,485 Total interest expense $ 2,950 $ 2,139 $ 16,078 Expense due to conversion of notes $ — $ — $ 2,266 (Gain)loss on extinguishment of debt $ — $ (300) $ (8,891) (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. 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. During the year ended December 31, 2022, principal and accrued and unpaid interest in the amount of $16.8 million was converted into 67.1 million shares of common stock of the Company. The Company repaid principal and accrued and unpaid interest in the amount of $42.2 million in cash. Total interest expense recognized was $1.2 million for the year ended December 31, 2022. During the year ended December 31, 2021, the principal and accrued and unpaid interest in the amount of $17.6 million was converted into 9.4 million shares of common stock of the Company. Total interest expense recognized was $0.6 million for the year ended December 31, 2021. (b) $6.5 million Secured Convertible Debenture due February 24, 2023 – YA II PN On October 25, 2022, the Company executed a secured debenture purchase agreement with YA II PN, whereby the Company issued a convertible note of $6.5 million, and received net proceeds of $4.9 million. The note is scheduled to mature on February 24, 2023 and bears interest at an annual rate of 8.0%, which would increase to 18.0% in the event of default. The note can be converted at a variable conversion price of 95% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion date or other date of determination, but not lower than $0.05 per share. 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 The note contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. The note is secured by the pledged collateral defined in the pledge agreement. The Company, YA IIPN and certain of the Company’s subsidiaries also entered into an option agreement. the Company agreed to effect a spin-off within one year from the Closing. YA II PN has the option to purchase the common stocks of spin-off entities and the spin-off call right to purchase each spin-off entity the spin-off call shares at the call purchase price. During the year ended December 31, 2022, the Company repaid principal and accrued and unpaid interest in the amount of $2.2 million using the proceeds received from SEPA. Total interest expense recognized was $1.2 million for the year ended December 31, 2022, including $1.1 million of debt discount amortization. (c) Small Business Association Paycheck Protection Program On April 10, 2020, the Company borrowed $0.3 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of $18,993 commencing on November 10, 2020, with a final payment due on April 10, 2022. With several amendments, the loan is currently payable monthly commencing on September 10, 2021, with a final payment due on April 10, 2025. The forgiveness application of the loan was submitted in August 2021. 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 $95,482 of principal and interest during the year ended December 31, 2022, 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. On May 3, 2020 WAVE borrowed $0.3 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of $12,630 commencing on November 1, 2020, with a final payment due on May 3, 2022. After the issuance of an additional grace period, payments were to commence on September 21, 2021 until the original maturity date of May 3, 2022. The loan and the accrued interest were forgiven and paid by the U.S. Small Business Administration according to the notice received from the bank on September 16, 2021. The Company recorded the forgiveness as "Gain (loss) on extinguishment of debt" on the consolidated statement of operations. On February 24, 2021 US Hybrid borrowed $0.5 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan had a maturity date of February 24, 2026. After the issuance there was a 2 month loan forgiveness covered period followed by a 10 month deferment period, and payments were to commence on March 10, 2022 and continue until the maturity date. US Hybrid used the loan for qualifying expenses. The loan was forgiven in June 2021 and was accounted for in conjunction with the acquisition accounting in Note 6. (d) Promissory note with related party On December 13, 2022, the Company entered into a promissory note with Tilllou in the amount of $2.0 million. Tillou is an entity controlled by Vince McMahon, the father of our Executive Chairman, the principal and interest payable on demand any time after January 15, 2023. The note has the flat interest rate 20% per annum. The Company granted to the Noteholder a security interest in the secured collateral. The subordinate agreement among the Company, Tillou and YA PN II agreed to subordinate YA PN II’s security interest in the Inobat Note to Tillou’s security interest up to an aggregate of $2.4 million, subject to the other provisions. The Company repaid the principal and the accrued interest $2.0 million on Jan 13 2023. (e) Commercial insurance premium financing The Company entered two promissory notes of $1.3 million to finance insurance premium during the year ended December 31, 2022. The interest rate for one note is 5.49%, and is payable in 11 installment of $50,320 commencing on September 1, 2022. The interest rate for the other note 6.16% and is payable in 9 installment of $0.1 million commencing on December 1 2022. (f) Other lending agreements The Company also entered a few other short term and long term borrowing agreements. These instruments provide working capital for the operations through the combination of accounts receivable factoring, line of credits, vendor financing programs and other secured asset-based lending arrangements. The instruments bear interest rates ranging from 0.1% to 12%, with a weighted average interest rate of 5.3%. An amount of $5.7 million of the payable will be due within one year, and $2.0 million of the payable will due between 2026 and 2028 in installments ranging 41 to 68 months. The total unused line of credit is $0.4 million as of December 31, 2022. 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, 2022, 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. |
Stockholders_ Equity and Conver
Stockholders’ Equity and Convertible Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity and Convertible Redeemable Preferred Stock | Stockholders’ Equity and Convertible Redeemable Preferred Stock Convertible Preferred Stock Series A Our Board has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of December 31, 2022 and 2021, 7.0 million shares of Series A redeemable and convertible 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 Convertible Preferred Stock Series B On November 14, 2022 , the Company entered into a Securities Purchase Agreement with Acuitas, pursuant to which Acuitas agreed to purchase (i) Series B Convertible Preferred Stock together with any additional preferred stock from the Company, such number of shares having an aggregate purchase price equal to $20.0 million convertible into shares of Common Stock; and (ii) warrants. The warrants are exercisable at a price of $0.2867 per share of Common Stock, have a five-year term, immediately exercisable (subject to a 9.99% beneficial ownership blocker provision), and contain cashless exercise provisions. The first Closing was held on November 14, 2022, at which 5.0 million shares of Preferred Stock and 5.0 million warrants for the First Closing were purchased and sold at the price of $5.0 million, the second Closing was held on December 27, 2022, at which 5.0 million shares of shares of Preferred Stock and 5.0 million warrants for the second closing were purchased and sold at the price $5.0 million, and the third closing were held on February 2, 2023, at which 10.0 million shares of shares of Preferred Stock and 10.0 million warrants for the third closing were purchased and sold at the price of $10.0 million. The fair value of the warrants as of December 31, 2022, is $1.2 million based on binomial lattice model and recorded on the " Additional paid-in capital" on the consolidated balance sheet. Each share of Series B Convertible Preferred Stock will vote as a class with the common stock of the Company, and each share of Series B Convertible Preferred Stock will be convertible (subject to a 9.99% beneficial ownership blocker provision) into such number of Common Stock as is determined by dividing the Series B original issue price (plus all unpaid accrued and accumulated dividends thereon, as applicable, whether or not declared), by the Series B Conversion Price, in effect on the date the certificate is surrendered for conversion. The initial Series B Conversion Price shall be the Series B Original Issue Price; provided, however , that the Series B Conversion Price shall be subject to certain adjustments. In addition, the Series B Convertible Preferred Stock bears 8.0% dividend per annum and has liquidation preference. SEPA agreement with YA II PN, Ltd On September 1, 2022 the Company entered into SEPA with YA II PN and subsequently amended it on September 15, 2022. The Company will be able to sell up to 150.0 million shares of its common stock at the Company’s request any time during the 36 months following the date of the Amended SEPA’s entrance into force. The shares would be purchased at 95% of the market price and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. Pursuant to the SEPA, the Company is required to register all shares which YA II PN may acquire. The Company is required to have a Registration Statement declared effective by the SEC before it can raise any funds using the SEPA. There are no other restrictions on future financing transactions. The SEPA does not contain any right of first refusal, participation rights, penalties or liquidated damages. The Company has paid YA Global II SPV, LLC, a subsidiary of YA II PN, a structuring fee in the amount of $10,000, and, on the Effective Date, the Company agreed to issue to YA II PN an aggregate of 0.6 million Common Shares, as a commitment fee. Unless earlier terminated as provided under the SEPA, the SEPA shall terminate automatically on the earliest of (i) the first day of the month next following the 36 month anniversary of the Effective Date or (ii) the date on which the YA II PN shall have made payment of Advances pursuant to the SEPA for the Common Shares equal to the Commitment Amount. The Company issued 19.8 million shares of common stock, including 1.5 million shares as a commitment fee during the year ended December 31, 2022. US Hybrid Escrow Shares On July 12, 2022, the Company received 6,600,000 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 does not constitute a change in the purchase consideration of US Hybrid and accounts for this transaction as a Treasury Stock transaction in the third quarter of 2022. Refer to Note 13 for information related to issuance of common stock with convertible notes, Note 16 for information related to the issuance to common stock for option exercise. The Company issued 16.9 millions shares to settle the debt owed by VIA motors and recorded as notes receivable due from VIA accordingly. The Company issued 0.4 million shares for the private placement from Alf Poor, the CEO of the Company. Other Transactions Redeemable Non-controlling Interest The Company and Qingdao Xingyang Investment formed an entity named New Energy. Qingdao Xingyang Investment entered into a project collaboration agreement for a total of RMB 200.0 million ($28.0 million), and made the first capital contribution of RMB 50.0 million ($7.0 million) in the three months ended March 31, 2020. The remaining RMB 150.0 million ($21.0 million) was payable in three installments of RMB 50.0 million ($7.0 million) upon New Energy attaining certain revenue or market value benchmarks. The project collaboration agreement stipulated that New Energy must pay Qingdao Xingyang Investment dividends at the rate of 6.0%. After one year, Qingdao Xingyang Investment may sell its investment to an institutional investor, and after three years may redeem its investment for the face amount plus 6.0% interest less dividends paid. The redemption feature was neither mandatory nor certain. Due to the redemption feature, the Company had classified the investment outside of permanent equity. Redeemable non-controlling interest is recorded as the greater of (i) the redemption amount or (ii) the cumulative amount that would result from applying the measurement guidance in ASC 810. In the year ended December 31, 2021, Qingdao Xingyang Investment officially requested redemption of the invested funds and interest, in the amount of RMB 56.0 million ($7.9 million) in total prior to December 31, 2021. The Company designated Qingdao Medici to pay the redemption price. After the payment, Qingdao Medici owns 100% of New Energy. Because Qingdao Medici cannot complete its foreign exchange settlement prior to December 31, 2021, New Energy made the payment on behalf of Qingdao Medici. The following table summarizes activity for the redeemable non-controlling interest for the years ended December 31, 2022 and 2021 (in thousands): January 1, 2021 Initial investment $ 7,047 Accretion of dividend 438 Loss attributable to non-controlling interest (135) Adjustment to redemption value 135 January 1, 2022 7,485 Accretion of dividend 464 Loss attributable to non-controlling interest (206) Adjustment to redemption value 206 Settlement (7,949) December 31, 2022 $ — 2021 Equity Transactions On February 26, 2021, the Company entered into a sales agreement with Roth Capital. In accordance with the terms of the sales agreement, the Company may offer and sell from time to time through Roth Capital the Company’s common stock having an aggregate offering price of up to $150.0 million. The Company shall pay to Roth Capital in cash, upon each sale of such shares pursuant to the sales agreement, an amount equal to 3.0% of the gross proceeds from each sale of such shares. During the year ended December 31, 2022, the Company issued 50.4 million shares of common stock and received net proceeds of $145.5 million after deducting $4.5 million commission and transaction fees. On June 11, 2021, the Company entered into a SEDA with YA II PN. The Company will be able to sell up to $80.4 million shares of its common stock at the Company’s request any time during the 36 months following the date of the SEDA’s entrance into force. The shares would be purchased at (1) 95% of the Market Price if the applicable pricing period is two consecutive trading days or (2) 96% of the Market Price if the applicable pricing period is five consecutive trading days, and, in each case, would be subject to certain limitations, including that YA II PN could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. “Market Price” shall mean the lowest daily volume weighted average price of the Company’s common stock during the two or five consecutive trading days, as applicable, commencing on the trading day following the date the Company submits an advance notice to YA II PN. Pursuant to the SEDA, the Company is required to register all shares which YA II PN may acquire. The SEDA contains customary representations, warranties and agreements of the Company and YA II PN, indemnification rights and other obligations of the parties. YA II PN has covenanted not to cause or engage in any direct or indirect short selling or hedging of the Company’s shares of common stock. During the year ended December 31, 2022, the Company issued 10.0 million shares of common stock for a total of $27.3 million. On August 12, 2021, the Company entered into a controlled equity offering sales agreement with Cantor. In accordance with the terms of the agreement, the Company may offer and sell from time to time through or to Cantor, as sales agent or principal, the Company’s common stock having an aggregate offering price of up to $350.0 million. The shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333- 252230.) The Company shall pay to Cantor in cash, upon each sale of shares pursuant to this agreement, an amount equal to up to 3.0% of the aggregate gross proceeds from each sale of shares. During the year ended December 31, 2022, the Company issued 7.9 million shares of common stock and received net proceeds of $15.7 million after deducting $0.4 million commission and transaction fees. Refer to Note 6 for information related to the issuance to common stock for acquisitions, Note 13 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. 2020 Equity Transactions The Company entered into a SEDA with YA II PN on April 3, 2020 and amended the SEDA to reduce the aggregate amount of facility from $50.0 million to $45.0 million on June 9, 2020, and terminated the SEDA on September 10, 2020. The Company had the right to issue and sell to YA II PN up to $45.0 million of the Company’s common stock over 36 months following the date of the SEDA's entrance into force, the maximum amount of each of which is limited to $1.0 million. In connection with the SEDA, the Company issued commitment shares to a subsidiary of YA II PN on April 3, 2020 The Company recognized such commitment shares as deferred offering costs and additional paid-in capital for a total of $0.9 million and, subsequently fully charged these costs against the gross proceeds received from SEDA for the year ended December 31, 2021. The Company entered into the second SEDA with YA II PN on September 4, 2020. The Company was able to sell up to $150.0 million of its common stock at the Company's request any time during the 36 months following the date of the SEDA's entrance into force. For each share of common stock purchased under the SEDA, YA II PN was to pay 90% of the lowest VWAP of the Company’s shares during the five trading days following the Company’s advance notice to YA II PN. In general, the VWAP represents the sum of the value of all the sales of the Company’s common stock for a given day (the total shares sold in each trade times the sales price per share of the common stock for that trade), divided by the total number of shares sold on that day. YA II PN’s obligation under the SEDA was subject to certain conditions, including the Company maintaining the effectiveness of a registration statement for the securities sold under the SEDA. In addition, the Company could not request advances if the common shares to be issued would result in YA II PN owning more than 4.99% of the Company’s outstanding common stock, with any such request being automatically modified to reduce the advance amount. The SEDA contained customary representations, warranties and agreements of the Company and YA II PN, indemnification rights and other obligations of the parties. YA II PN had covenanted not to cause or engage in any direct or indirect short selling or hedging of the Company’s shares of common stock. During the year ended December 31, 2021, the Company issued 122.9 million shares of common stock for a total of $182.5 million under the SEDA. Refer to Note 13 for information related to issuance of common stock resulting from the conversion of convertible notes, Note 17 for information related to the issuance of common stock resulting from the conversion of convertible notes with related parties, Note 16 for information related to the issuance to common stock for warrant and option exercise, and Note 6 for the information related to the issuance of common stock for DBOT contingent consideration. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions (a) Convertible Notes $3.0 million Convertible Note with Mr. McMahon On May 10, 2012, Mr. McMahon, our Executive Chairman, made a loan to the Company in the amount of $3.0 million. In consideration for the loan, the Company issued the note at a 4.0% interest rate computed on the basis of a 365-day year. The Company entered several amendments with respect to the effective conversion price (changed from $1.75 to $1.50), convertible stocks (changed from Common Stock to Series E Preferred Stock then back to Common Stock). The last amendment was made on May 9, 2020, and extended the maturity date to December 31, 2022. On June 5, 2020, the Audit Committee and the Board approved the reduction of conversion price to $0.59, contingent upon the immediate conversion of the note. On June 5, 2020, the note was converted into 5.1 million shares of common stock. The Company recorded $1.5 million expense due to conversion in "Expense due to conversion of notes" in the consolidated statement of operation for the year ended December 31, 2020. The Company paid the accumulated interest of $0.3 million in cash prior to the conversion. For the years ended December 31, 2022 and 2021, there was no recorded interest expense, and for the year ended December 31, 2020 we recorded interest expenses of $0.1 million, respectively, related to the note. $2.5 million Convertible Promissory Note with SSSIG On February 8, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, the former Chairman of the Company, in the aggregate principal amount of $2.5 million. The convertible promissory note bore interest at a rate of 4.0%, was scheduled to mature on February 8, 2020, and was convertible into shares of the Company’s common stock at a conversion price of $1.83 per share anytime at the option of SSSIG. The Company received $1.3 million from SSSIG, and did not receive the remaining $1.2 million. On June 5, 2020, the Audit Committee and the Board approved the reduction of the conversion price to $0.59, contingent upon the immediate conversion of the convertible promissory note. On June 5, 2020, the convertible promissory note, including accumulated interest, was converted into 2.2 million shares of common stock. The Company recorded $0.7 million expense due to conversion in "Expense due to conversion of notes" in the consolidated statement of operation for the year ended December 31, 2021. For the years ended December 31, 2022 and 2021, there was no recorded interest expense and for the year ended December 31, 2020 we recorded interest expenses of $21,546, related to the convertible promissory note, respectively. The Company did not pay the interest in cash on this note. $1.0 million Convertible Promissory Note with SSSIG On November 25, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, the former Chairman of the Company, in the aggregate principal amount of $1.0 million. The convertible promissory note bore interest at a rate of 4.0%, was initially scheduled to mature on November 25, 2021, and was convertible into the shares of the Company’s common stock at a conversion price of $1.25 per share anytime at the option of SSSIG. The Company received $0.3 million from SSSIG and did not receive the remaining $0.8 million. On June 5, 2020, the Audit Committee and the Board of Directors approved the reduction of conversion price to $0.59, contingent upon the immediate conversion of the convertible promissory note. On June 5, 2020, the convertible promissory note, including accumulated interest, was converted into 0.4 million shares of common stock. The Company recorded $0.1 million expense due to conversion "Expense due to conversion of notes" in the consolidated statement of operation for the year ended December 31, 2020. For the years ended December 31, 2022 and 2021, there was no recorded interest expense and for the year ended December 31, 2020, we recorded interest expense of $4,301, respectively. The Company did not pay the interest in cash on this note. (b) Long-Term Investment to Qianxi In November 2019, the Company entered into a share transfer agreement with Shenma to acquire its 1.72% ownership in Qianxi for consideration of $4.9 million, which was to be paid in six installments. Shenma was required to complete the share transfer registration prior to May 31, 2020, otherwise it would be required to return the consideration to the Company. As of December 31, 2019, the Company recorded a receivable of $0.5 million in "Other Non-Current Assets" as the share transfer registration was expected to not be completed by Shenma. During the twelve months ended December 31, 2021, the receivable was written off with an impairment expense recognized in the amount of $0.5 million. (c) Fuzhou Note Receivable In May 2020, Energy Sales provided a note receivable to Zhengtong in the amount of 3.0 million RMB ($0.4 million). The note receivable was not collateralized. Zhengtong agreed to repay 3.3 million RMB ($0.5 million) within three months of the disbursement date. The Company has recorded a reserve of $0.5 million against this note receivable as of December 31, 2020. In September 2021, Zhengtong, BSSGCD, an affiliate of Bruno Wu, the former Chairman of the Company, and the Company reached an assignment agreement pursuant to which BSSGCD accepted from Zhengtong all the rights and claims arising from this note receivable. The Company received the payment in full of 3.3 million RMB (approximately $0.5 million at such time,) from BSSGCD subsequently and recorded this recovery in "Selling, general and administrative expenses" in the year ended December 31, 2021. (d) Zhu Note Receivable In May 2020, a subsidiary of the Company, Energy Sales provided a note receivable to Mr. Zhu in the amount of 10.0 million RMB ($1.4 million). Mr. Zhu, through his wholly-owned entity Prime Capital Enterprise Pte. Ltd., provided collateral in the form of its 50.0% ownership of Founder Space. Founder Space is also 50.0% owned by a related party, Seven Stars Innovative Industries Group Limited, an affiliate of Dr. Wu, the former Chairman of the Company. Mr. Zhu agreed to repay 10.5 million RMB ($1.5 million) one month from the disbursement date. In September 2020, a third-party satisfied the note receivable and accrued interest in the amount of 10.5 million RMB ($1.5 million) on behalf of Mr. Zhu, and the Company terminated the note and collateral agreement. (e) Research and development contract with a related party The Company has entered a research and development contract with an entity with the total amount of $2.8 million for EV design and technology development. The Company paid $1.6 million for the year ended December 31, 2020 and recorded this amount in "Research and development expense." No services are currently being provided or expected to be provided under this contract in the future. One of the shareholders of this entity held a senior position in several of Dr. Wu’s affiliated entities. (f) Transaction with Dr. Wu and his affiliates On June 5, 2020, the Audit Committee and the Board approved the conversion of some borrowings at a conversion price of $0.59 per common share, contingent upon the immediate conversion of these amounts. On June 5, 2020, the borrowings of $1.5 million, including the $0.4 million transferred from Beijing Financial Holding Limited, were converted into 2.6 million shares of common stock. As of December 31, 2022 and 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 consolidated balance sheets. As of December 31, 2022 and 2021, the Company has payables of $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 consolidated balance sheets. Service agreement with SSSIG The Company entered a service agreement with SSSIG for the period from July 1, 2020 through June 30, 2021 for $1.4 million in exchange for consulting services from SSSIG, the services include but are not limited to human resources, finance and legal advice. The Company recorded the service charges of $0.4 million and $0.7 million in “Professional fees” for the years ended December 31, 2021 and 2020, respectively. The agreement was terminated in May 2021 and both parties agree that the service agreement has been completely performed and no payment is outstanding, and the termination shall not be regarded as a breach by either party. As a result, the Company recorded the reversal of the unpaid $0.6 million in "Other income, net" in the consolidated statement of operations for the year ended December 31, 2021. The Company entered a new consulting service agreement with SSSIG on April, 20, 2021 for the period from April 1, 2021 through June 30, 2021 for $0.4 million. The service agreement includes employment transfer, financial transition, corporate documents handover, legal representative and board member change for the Company's subsidiaries and affiliates. The Company recorded $0.4 million in the “Amount due to related parties” in the consolidated balance sheets as of December 31, 2022 and 2021. (g) Purchase of receivables from Orangegrid On December 28, 2022, Timios purchased $0.4 million of receivables from Orangegrid in the consideration of $0.4 million. The receivables represent the Employee Retention Tax Credit to be applied against the payroll taxes paid in Q4 2020 through Q3 2021 by Orangegrid. The transfer of receivables is without recourse for nonpayment. Orangegrid is responsible for collection of the receivables and will send to Timios upon receipt, net of 15% fee. As an incentive, Orangegrid agreed to issue $0.1 million worth of its convertible securities to Timios. In the event that Orangegrid returned the full consideration for the receivables on or before January 6, 2023, the receivables would revert back to Orangegrid, and the agreement would be voided. Orangegrid returned the full purchase price of the receivables on or before January 6, 2023. The receivables reverted back to Orangegrid, and the agreement was voided to include no issuance of convertible securities to Timios. (h) Borrowing from Beijing Financial Holdings Limited In the three months ended June 30 2020, the borrowing of $0.4 million from Beijing Financial Holding Limited was transferred to Dr. Wu, the former Chairman of the Company, and was subsequently converted to shares at a conversion price of $0.59 per common share on June 5, 2020. Effective January 1, 2020, Beijing Financials Holding limited is considered a related party because MHTL, was, at a point in time, intended to act as a trustee over 10,000 common shares of Ideanomics China to affect a share-based compensation plan and has the same owner of Beijing Financial Holdings Limited. (i) Receivable due from Ocasia In the year ended December 31, 2021, SSE, one of Ideanomics' subsidiaries, remitted $0.2 million to Ocasia for the purpose of a business cooperation project. Ocasia returned $0.2 million subsequently because the project was put on hold. (j) Receivable due from Mr. McMahon In the year ended December 31, 2021, the Company paid $0.1 million on behalf of Mr. McMahon and subsequently reduced his compensation payment by the same amount. (k) Stock purchase consideration payable due to FNL On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL. The unpaid consideration of $0.1 million is recorded in the “Amount due to related parties” in the consolidated balance sheets as of December 31, 2022 and December 31, 2021. Refer to Note 6 for additional information. (l) Amounts due from and due to Glory As of December 31, 2022 and 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”. (m) Receivable due from Tree Technology minority shareholders As of December 31, 2022, the Company has receivables of $0.3 million due from Tree Technology minority shareholders for the registered capital contribution of the entity. (n) Energica Note Receivable The Company completed the acquisition of Energica on March 14, 2022. Prior to the acquisition, the Company had 20.0% ownership on Energica. The Company provided a loan of $0.7 million to Energica as of the year ended December 31, 2021. The Company recorded a nominal amount of interest income for the years ended December 31, 2022 and 2021 on the consolidated income statements. After the acquisition, the loan and related interest income was eliminated in the consolidated financial statements as of December 31, 2022. (o) Energica Acquisition The Company loaned $1.8 million to Energica senior management to exercise their stock options. In the second quarter of 2022, the Company purchased 0.8 million shares from options exercised for an additional $1.3 million. The total of the disbursements, $3.1 million, is considered part of the purchase price of Energica. (p) Energica Purchases During the year ended December 31, 2022, Energica has purchased $0.6 million of material and services from three entities owned by one of its senior management team. The balance as of December 31, 2022, with these three entities is $1.3 million and recorded in “Amounts due to related parties” in the condensed consolidated Balance Sheets. (q) Promissory note with FNL On June 7, 2022, the Company entered into a secured negotiable promissory note of $1.0 million with FNL. The note bears an interest rate of 6% and expires on March 7, 2023, or with a change of control of FNL, or in the event of default. The Company transferred the note to a third party at the price of $0.4 million and recorded $0.6 million impairment of this note during the year ended December 31, 2022. (r) Promissory note with Tillou On December 13, 2022, the Company entered into a promissory note with Tilllou in the amount of $2.0 million. Tillou is an entity controlled by Vince McMahon, the father of our Executive Chairman, the principal and interest payable on demand any time after January 15, 2023. The note has the flat interest rate 20% per annum. The Company granted to the Noteholder a security interest in the secured collateral. The subordinate agreement among the Company, Tillou and YA PN II agreed to subordinate YA PN II’s security interest in the Inobat Note to Tillou’s security interest up to an aggregate of $2.4 million, subject to the other provisions. The Company repaid the principal and the accrued interest of less than $0.1 million on January 13, 2023. (s) CEO private placement On October 20, 2022, Alf Poor, our CEO purchased 0.4 million shares of the Company in the amount of 0.1 million (t) Shandong notes receivable On Nov 9, 2022, Shandong provided a note receivable to its minority interest in amount of RMB 2.2 million ($0.3 million). The note matures on November 18, 2023. The interest rate is the RMB Benchmark loan interest rate for financial institution for one-to-three year loan published by the the People's Bank of China. Shandong was disposed on November 29, 2022. (u) Disposal of Shangdong On November 29, 2022, the Company sold its 80% ownership on Shandong to the entity’s minority shareholder and its related party in amount of RMB 2.7 million($0.5 million), 70% to the entity’s minority shareholder in amount of RMB 2.4 million ($0.4 million) and 10% to a third party in amount of RMB 0.3 million ($0.1 million). The Company recognized a disposal loss of $0.1 million as a result of the deconsolidation and such loss was recorded in “Loss on disposal of subsidiaries, net” in the condensed consolidated statements of operations for the twelve months ended December 31, 2022. The Company is not involved in the operations of Shangdong after the disposal and is no longer considered a related party. (v) Disposal of Seven Stars Energy Pte. Ltd. On February 9, 2022, the Company transferred its 51.0% interest in Seven Stars Energy Pte. Ltd. to Fan Yurong, a current shareholder of SSE, for a nominal amount. The Company recognized a disposal loss of $0.2 million as a result of the deconsolidation of SSE and such loss was recorded in “ Loss on disposal of subsidiaries, net |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation As of December 31, 2022, the Company had 33.2 million options, 3.7 million restricted shares and 10.0 million warrants outstanding. The Company awards common stock and stock options to employees, consultants, and directors as compensation for their services, and accounts for its stock option awards to employees, consultants, and directors pursuant to the provisions of ASC 718. For the options with market conditions, the fair value of each award is estimated on the date of grant using a Monte-Carlo valuation model and the fair value of each option recognized as compensation expense over the derived service period. For the options with performance conditions, the fair value of each award is estimated on the date of grant using the Black-Scholes Merton valuation model and the fair value of each option recognized as compensation expense over the implicit service period. For restricted stock and option awards only with service conditions, the fair value of each option award is estimated on the date of grant using the Black-Scholes Merton valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period. Effective as of December 3, 2010 and amended on August 3, 2018, the Company’s Board approved the 2010 Plan pursuant to which options or other similar securities may be granted. On October 22, 2020, the Company's shareholders approved the amendment and restatement of the 2010 Plan. The maximum aggregate number of shares of common stock that may be issued under the 2010 Plan increased from 31.5 million shares to 56.8 million shares. As of December 31, 2022, options available for issuance are 60.3 million shares. For the years ended December 31, 2022, 2021 and 2020, total share-based payments expense was $10.6 million, $22.0 million and $12.0 million, respectively. (a) Stock Options The following table summarizes stock option activity for the years ended December 31, 2022 and 2021: Options Weighted Weighted Aggregated Outstanding at December 31, 2020 25,087,416 $ 1.29 7.92 $ 18,554,241 Granted 9,562,000 2.49 — — Exercised (5,589,084) 1.50 — 7,731,175 Expired (2,966,509) 1.69 — — Forfeited (4,250,042) 1.10 — — Outstanding at December 31, 2021 21,843,781 1.74 8.06 4,596,393 Granted 13,033,750 0.30 — — Exercised (72,334) 0.53 — — Expired (1,038,796) 2.08 — — Forfeited (526,037) 1.75 — — Outstanding at December 31, 2022 33,240,364 1.17 7.8 — Vested as of December 31, 2022 18,756,614 1.57 6.45 — Expected to vest as of December 31, 2022 14,483,750 0.65 9.53 — As of December 31, 2022, $5.4 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 1.17 years. The total intrinsic value of shares exercised in the years ended December 31, 2022, 2021 and 2020, was $0.0 million, $7.7 million and $2.4 million, respectively. The total fair value of shares vested in the years ended December 31, 2022, 2021 and 2020, was $8.4 million, $8.4 million and $11.8 million, respectively. Cash received from options exercised in the years ended December 31, 2022, 2021 and 2020, was $0.0 million, $8.4 million and $1.7 million, respectively. For the options with performance and service conditions, the assumptions used to estimate the fair values of the stock options granted in the year ended December 31, 2022, 2021 and 2020 are as follows: Year ended December 31, 2022 December 31, 2021 December 31, 2020 Expected term (in years) 0.5 - 5.55 4.79 - 7.17 5.15 - 5.52 Expected volatility 96% - 127% 112% - 130% 101% - 122% Expected dividend yield — % — % — % Risk free interest rate 1.69% - 4.58% 0.51% - 1.29% 0.39% - 0.44% For the options with market conditions, the assumptions used to estimate the fair values of the stock options granted in the year ended December 31, 2021 as follows: For the Year Ended December 31, 2021 Expected term (in years) 1.88 Expected volatility 106.92 % Expected dividend yield — % Risk free interest rate 1.31 % (b) Warrants In connection with certain of the Company’s service and fund raising agreements, the Company issued warrants to service providers and investors to purchase the common stock of the Company. As of December 31, 2022, the weighted average exercise price was $0.29, and the weighted average remaining life was 4.89 years. A summary of the warrants is as follows: 2022 2021 Warrants Outstanding Number of Number of Exercise Expiration Service providers — 200,000 $ 5.00 July 1, 2022 Service providers — 700,000 2.50 February 28, 2022-October 1, 2022 Service providers — 100,000 7.50 January 1, 2023 Service providers — 100,000 9.00 January 1, 2023 Acuitas Capital, LLC 5,000,000 — 0.29 Acuitas Capital, LLC 5,000,000 — 0.29 10,000,000 1,100,000 (c) Restricted Shares In December 2022, the Company granted 8.2 million restricted shares to certain employees and directors under the 2010 Plan which was approved by the Board. The restricted shares were vested either immediately or over 24 months. The aggregated grant date fair value of all those restricted shares was $1.6 million. In July 2022, the Company granted 0.6 million restricted shares to certain employees under the 2010 Plan which was approved by the Board. The restricted shares were vested immediately on the grant date. The aggregated grant date fair value of all those restricted shares was $0.4 million. In July 2021, the Company granted 5.0 million restricted shares to seven employees and directors under the 2010 Plan which was approved by the Board. The restricted shares were vested immediately on the grant date. The aggregated grant date fair value of all those restricted shares was $12.4 million. In November 2020, the Company granted 0.1 million restricted shares to one employee under the 2010 Plan which was approved by the Board of Directors. The restricted shares were vested immediately on the commencement date. The aggregated grant date fair value of all those restricted shares was $0.1 million. A sumary of the unvested restricted shares is as follows: Shares Weighted-average fair value Non-vested restricted shares outstanding at December 31, 2020 — $ — Granted 5,025,000 2.46 Forfeited — — Vested (5,025,000) 2.46 Non-vested restricted shares outstanding at December 31, 2021 — Granted 8,800,000 0.22 Forfeited — — Vested (5,100,000) 0.25 Non-vested restricted shares outstanding at December 31, 2022 3,700,000 0.19 As of December 31, 2022, there was $0.7 million of unrecognized compensation cost related to unvested restricted shares. |
Loss Per Common Share
Loss Per Common Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common Share The following table summarizes the Company's earnings (loss) per share (USD in thousands, except per share amounts): December 31, 2022 December 31, 2021 December 31, 2020 Net loss $ (260,692) $ (256,009) $ (101,264) Preferred stock dividends (56) — — Net loss attributable to Ideanomics, Inc. common stockholders (260,748) (256,009) (101,264) Basic Basic weighted average common shares outstanding 512,702,986 447,829,204 213,490,535 Diluted Diluted weighted average common shares outstanding 512,702,986 447,829,204 213,490,535 Net loss per share: Basic $ (0.51) $ (0.57) $ (0.47) Diluted $ (0.51) $ (0.57) $ (0.47) Basic loss per common share attributable to our shareholders is calculated by dividing the net loss attributable to our shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive. The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in our losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands.) December 31, December 31, December 31, Warrants 10,000 1,100 900 Options and RSUs 42,055 21,859 25,172 Series A Preferred Stock 933 933 933 Series B Preferred Stock 62,500 — — Contingent shares 1,491 1,491 1,013 Convertible promissory note and interest 30,317 30,585 — Total 147,296 55,968 28,018 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes (a) CIT Ideanomics, Inc., and its US subsidiaries are subject to U.S. federal and state income tax. Taxes that are based on gross revenue, rather than net income, are not CIT. In the year ended December 31, 2022, the Company incurred $0.1 million of such taxes that are included in selling, general and administrative expense in the statement of operations. CB Cayman was incorporated in the Cayman Islands as an exempted company and is not subject to income tax under the current laws of the Cayman Islands. Mobile Energy Operation Group Limited, M.Y. Products Global Limited and M.Y. Products Global Holdings Limited were incorporated in the British Virgin Islands (BVI) and are not subject to income tax under the current laws of the British Virgin Islands. Medici Operation Limited and MEG Technology Services Group Limited were incorporated in Hong Kong. Their activities relate to support and ownership of businesses outside of Hong Kong, and consequently their expenses do not create operating loss carryovers. Tree Technologies is subject to Malaysian federal income tax. At the acquisition of Tree Technologies at the end of 2019, the Company recognized approximately $8.2 million of deferred tax liabilities related to land-use rights and a distribution and marketing agreement with carrying values well in excess of their tax basis. During the year ended December 31, 2020, Tree Technologies recorded a $3.3 million income tax benefit. This resulted principally from a $3.1 million benefit from amortization and eventual impairment, of the distribution and marketing agreement which resulted in the reversal of the deferred tax liabilities related to the agreement. The remaining $0.2 million benefit resulted from the operating losses creating carryovers that could offset part of the remaining deferred tax liabilities. During the year ended December 31, 2021, Tree Technologies recorded a $0.4 million deferred tax benefit. This benefit resulted from a net operating loss carryover for the period, part of which was able to offset previously recorded deferred tax liabilities and part of which were offset by a valuation allowance. Because of the ten-year expiration period of net operating loss carryovers under Malaysian tax law, it is unlikely that additional net operating losses will further reduce the deferred tax liabilities. During the year ended December 31, 2022, Tree Technologies recorded a $4.2 million deferred tax benefit resulting almost entirely from the reduction of deferred tax liabilities that accompanied a total impairment of the land-use rights. At the acquisition of a controlling interest in Energica on March 14, 2022, the Company recognized approximately $6.4 million of deferred tax liabilities related to various intangible assets not recognized for CIT purposes. This was in combination with some smaller temporary differences, as well as net of deferred tax assets, principally related to net operating loss carryovers. During the period from its acquisition on March 14, 2022 and the end of 2022, Energica and its U.S. subsidiary recorded an income tax benefit of $3.5 million. This arose principally from the reduction of deferred tax liabilities as a result of amortization of the intangible assets as well as from net operating losses for the period, the deferred tax assets from which can be used, with limitations, to offset a portion of Energica’s deferred tax liabilities. With the exception of the two Hong Kong companies, the three BVI companies, SSE, incorporated in Singapore, and M.Y. Products LLC, all subsidiaries of Ideanomics China are PRC entities. The income tax provision of these entities is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in the PRC. In accordance with the CIT Law, effective beginning on January 1, 2008, enterprises established under the laws of foreign countries or regions and whose “place of effective management” is located within the PRC territory are considered PRC resident enterprises and subject to the PRC income tax at the rate of 25.0% on worldwide income. The definition of “place of effective management” refers to an establishment that exercises, in substance, and among other items, overall management and control over the production and business, personnel, accounting, and properties of an enterprise. If the Company’s non-PRC incorporated entities are deemed PRC tax residents, such entities would be subject to PRC tax under the CIT Law. Since our non-PRC entities have accumulated losses, the application of this tax rule will not result in any PRC tax liability, if our non-PRC incorporated entities are deemed PRC tax residents. The CIT Law imposes a 10.0% withholding income tax, subject to reduction based on tax treaty where applicable, for dividends distributed by a FIE to its immediate holding company outside China. Under the PRC-HK tax treaty, the withholding tax on dividends is 5.0% provided that a HK holding company qualifies as a HK tax resident as defined in the tax treaty. No provision was made for the withholding income tax liability as the Company’s foreign subsidiaries were in accumulated loss. Loss before tax (after impairment of an equity in loss of equity method investees) and the provision for income tax benefit consists of the following components (in thousands): 2022 2021 2020 Loss before tax, after impairment of and equity in loss of equity method investees United States $ (208,155) $ (256,851) $ (82,999) PRC/Italy/Hong Kong/Malaysia and other (81,672) (11,660) (31,890) (289,827) (268,511) (114,889) Deferred tax expense (benefit) of net operating loss United States - Federal (261) — — United States - State (197) — — PRC/Italy/Hong Kong/Malaysia and other (2,190) (371) (241) (2,648) (371) (241) Deferred tax (benefit) of a decrease in the beginning of the year Valuation allowance as a result of a change in circumstances — — — United States - Federal — (8,873) — United States - State — (1,261) — PRC/Italy/Hong Kong/Malaysia and other — — — — (10,134) — Deferred tax expense (benefit) other than the above two categories United States - Federal (116) (89) — United States - State (218) (1,359) — PRC/Italy/Hong Kong/Malaysia and other (5,030) (58) (3,067) (5,364) (1,506) (3,067) Total deferred income tax (expense) benefit (8,012) (12,011) (3,308) Current tax expense (benefit) other than benefit of net operating loss United States - Federal — — — United States - State 301 225 — PRC/Hong Kong/Singapore/Malaysia — — — Total current income tax (expense) benefit 301 225 — Total income tax expense (benefit) $ (7,711) $ (11,786) $ (3,308) At the acquisition of each of Timios, WAVE, US Hybrid and Solectrac in 2021, the companies immediately became includable in the consolidated federal tax return of Ideanomics. WAVE will be included in the state tax returns of Ideanomics. In the case of each acquisition, intangible assets were recognized for financial reporting purposes that were not recognized for income tax purposes. This, in combination with some smaller temporary differences of the four acquired businesses, resulted in the recognition of $12.2 million deferred tax liabilities. The federal deferred tax liabilities, and the WAVE state deferred tax liabilities created, resulted in the valuation allowance on Ideanomics’ deferred tax assets being reduced. by a similar amount. Ideanomics’ net deferred tax assets that had previously been judged to be more likely that not to be unable to reduce the Company’s income tax liability. As a result, the net deferred tax assets were completely offset by a valuation allowance. Once the acquisitions of four acquired businesses occurred, a portion of Ideanomics’ deferred tax assets could be utilized in offsetting the newly acquired deferred tax liabilities, this resulted in a one-time income tax benefit of $10.1 million . The current CIT for 2021 all relates to Timios, which had taxable income since its acquisition in January 2021 resulting from the non-deductibility of amortization and impairment charges . The current CIT for 2022 also relates to Timios arising from adjustments of prior period estimated amounts. A reconciliation of the expected income tax derived by the application of the U.S. CIT rate to the Company’s loss before income tax benefit is as follows: 2022 2021 2020 U. S. statutory income tax rate 21.0 % 21.0 % 21.0 % Non-deductible expenses: Non-deductible stock awards (0.5) (0.6) (0.6) Non-deductible impairment or disposal of goodwill (3.2) (10.5) (3.7) Non-deductible acquisition costs (0.1) (0.7) — Non-deductible officers’ compensation (0.1) (0.6) — Non-deductible interest expenses (0.1) (0.2) (2.0) Additional tax cost basis on disposal of subsidiary — 0.4 — Expiration of and disposal of subsidiary NOL carryovers (0.3) (0.5) — Change in state tax rates due to change in state apportionment (0.8) 1.1 1.3 Increase in valuation allowance (16.9) (10.3) (15.7) Tax rate differential(state and foreign) 3.2 5.0 1.3 Non-taxable gain on remeasurement of previously held equity interest Energica 0.9 — — Non-taxable gain Non-deductible (loss) on contingent consideration — 0.9 1.1 Others (0.4) (0.6) 0.2 Effective income tax rate 2.7 % 4.4 % 2.9 % The Company’s acquisition of WAVE in 2021, which is included with Ideanomics in all state income tax filings, is expected to have a significant effect on the states to which Ideanomics’ income and loss is apportioned. This results in a higher income tax rate at which many of Ideanomics deductible temporary differences are expected to reverse. The increase in the expected rate consequently resulted in a significant increase in the related deferred tax assets in 2021, which were then offset with a valuation allowance. Deferred income taxes are recognized for future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2022 and 2021 are as follows (in thousands): December 31, December 31, U.S. NOL $ 73,209 $ 46,693 Foreign NOL 14,340 6,554 U.S. capital loss carryover 841 873 U. S. Section 1231 carryover 2,274 2,360 Accrued payroll and expense 963 1,012 Nonqualified options 3,661 2,999 Intangible assets 3,247 — Inventory reserve 884 563 Bad debt allowance 346 281 Impaired assets 28,497 10,728 Urealized losses 345 — Other 218 126 Equity investment loss and others 5,505 5,081 Total deferred tax assets 134,330 77,270 Less: valuation allowance (123,310) (74,972) Property and equipment (292) (357) Intangible assets (12,707) (5,954) Outside basis in domestic subsidiary and other (1,021) (1,060) Total deferred tax liabilities (14,020) (7,371) Net deferred tax assets (liabilities) $ (3,000) $ (5,073) As of December 31, 2022, 2021 and 2020, the Company had U.S. domestic cumulative tax loss carryforwards of $303.7 million, $191.4 million and $99.3 million, respectively, and foreign cumulative tax loss carryforwards of $59.0 million, $26.9 million and $24.0 million, respectively, which may be available to reduce future income tax liabilities in certain jurisdictions. $28.2 million of the U.S. carryforwards expire in the years 2027 through 2037. The remaining U.S. tax loss is not subject to expiration. PRC tax loss carryforwards of $26.2 million will expire beginning year 2023 to year 2027. Italian tax loss carryforwards of $24.8 million, do not expire. Malaysian tax loss carryforwards of $5.9 million will expire in the years 2030 to 2032. At December 31, 2022, The Company also has U.S. capital loss and section 1231 loss carryovers of $3.4 million and $9.1 million respectively. The capital loss carryover expires in 2027, while the 1231 loss carryover does not expire. Utilization of NOLs may be subject to an annual limitation due to ownership change limitations provided in the Internal Revenue Code and similar state and foreign provisions. This annual limitation may result in the expiration of NOLs before utilization. Management has however, excluded from the carryforward totals amounts shown on the tax returns but for which management has assessed cannot be used before expiration because of the annual limitations. The Company has conducted an analysis of potential limitations of the use of its loss US loss carryovers under Internal Revenue Code section 382, and has concluded that as of December 31, 2022, any such limitations would not have a significant impact on the ability to utilize the loss carryovers and other deferred tax assets discussed above. Subsequent to December 31, 2022, the Company believes that the VIA transaction (see Note 24), in combination with previous issuances of Company stock, triggered the imposition of limits on the future use of losses that previously did not have any material limitations to approximately $4.8 million per year. This limit would not only apply to loss carryovers, but also to approximately $10.1 million of future amortization deductions. The limit would also apply to any realization in the next five years of the losses that give rise to the $34.3 million of deferred tax assets above that relate to impaired assets and equity method losses. Any portion of the annual limit not used on one year can be carried forward and used in later years. The triggering of the 382 limitations has an immaterial effect on the net deferred tax assets due to the current valuation allowance. Under the limitations, it would still be at least theoretically possible to eventually utilize all of the Company’s deferred tax assets. Realization of the Company’s net deferred tax assets is largely dependent upon the Company’s ability to generate future taxable income in the respective tax jurisdictions to obtain benefit from the reversal of temporary differences and NOL carryforwards. It is, however, possible that the Company could record an income tax benefit in 2023 or later years from the reduction of the valuation allowance resulting from acquisitions in which deferred tax liabilities are recorded. In such a case, as occurred in 2021, deferred tax assets could be utilized to offset the acquired deferred tax liabilities. The valuation allowance increased by $48.3 million, $28.2 million and $16.5 million in the years ended December 31, 2022, 2021 and 2020, respectively. The following table reflects the changes in the valuation allowance (in thousands): Valuation allowance - January 1, 2020 $ 30,275 Increase - year ended December 31, 2020 16,457 Valuation allowance - December 31, 2020 46,732 Increase - year ended December 31, 2021 28,240 Valuation allowance - December 31, 2021 74,972 Increase - year ended December 31, 2022 48,338 Valuation allowance - December 31, 2022 $ 123,310 (b) Uncertain Tax Positions Accounting guidance for recognizing and measuring uncertain tax positions prescribes a threshold condition that a tax position must meet for any of the benefit of uncertain tax position to be recognized in the financial statements. The deferred tax assets listed above as of December 31, 2022 and 2021, do not include $0.3 million of potential deferred tax assets, arising in the current year, not recognized because they do not meet the threshold for recognition. If these assets were to be recognized they would be fully offset by a valuation allowance. There were no other identified uncertain tax positions December 31, 2022, 2021 and 2020. The following table reflects changes in the gross unrecognized tax positions (in thousands): Unrecognized tax benefits at beginning of year - January 1, 2020 $ — Gross changes - year ended December 31, 2020 — Unrecognized tax benefits at end of year - December 31, 2020 — Gross changes - year ended December 31, 2021 256 Unrecognized tax benefits at end of year - December 31, 2021 256 Gross increases - current year tax positions — Unrecognized tax benefits at end of year - December 31, 2022 $ 256 As of December 31, 2022, 2021 and 2020, the Company did not accrue any material interest and penalties. The Company’s United States federal and state income tax returns are generally subject to examination for potential assessment for 2018 and later years. The use of U.S. net operating loss carryovers from earlier years are subject to challenge in any future year utilized. Due to the uncertainty regarding the filing of tax returns for years before 2007, it is possible that the Company is subject to examination by the IRS for earlier years. All of the PRC tax returns for the PRC operating companies are subject to examination by the PRC tax authorities for all periods from the companies’ inceptions in 2009 through 2022 as applicable. All of Tree Technologies’ tax returns since inception in 2019 are subject to examination by the Malaysian tax authorities. Energica’s tax returns are subject to examination by Italian tax authorities for 2017 and later years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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. 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 2018 and 2019, seeking damages. As part of a mediation, the parties reached a settlement for $5.0 million, that has been recorded in litigation settlements . 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. On February 8, 2023 the Court denied Plaintiffs’ motion for leave to amend and Plaintiff did not appeal that decision within the required 30 day time limit, so this matter is now closed. 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. The court consolidated all of the above actions in January of 2022 and the cases were voluntarily dismissed on October 19, 2022, so these matters are closed. 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, the predecessor auditor, informed the company that information related to the company’s operations in China indicated that an illegal act may have occurred. In response, the company’s Audit Committee engaged an Am Law 100 law firm and a nationally recognized forensics accounting firm to conduct a complete and thorough investigation and such investigation was completed by such parties to the Audit Committee’s satisfaction on July 17, 2022. The investigation concluded with no findings of improper or fraudulent actions or practices by the Company or any of its officers or employees with respect to any matters, including those raised by BDO. Ideanomics, Inc. v. Silk EV Cayman LP Silk executed a convertible promissory note in favor of Ideanomics on January 28, 2021, in the amount of $15.0 million plus interest. Payment of the original principal amount plus interest was due on January 28, 2022. Silk did not pay on the convertible promissory note when it became due. On April 27, 2022, Ideanomics filed suit against Silk in the Supreme Court of the State of New York, New York County, Index No 51668/2022 for non-payment of the convertible promissory note. Silk was timely served with the Summons and Notice of Motion for Summary Judgment in Lieu of Complaint. On June 1, 2022, Ideanomics agreed to dismiss the lawsuit without prejudice in exchange for Silk’s execution of a Confession of Judgment wherein Silk, through its Chairman, acknowledged its debt obligation under the convertible promissory note and agreed to a payment schedule, with interest continuing to run until payment in full at the rate of 6.0% per annum. Following this agreement, Silk did not remit payment according to the payment schedule. On August 16, 2022, Ideanomics obtained a judgment against Silk for $16.4 million including prejudgment interest of 6.0%, which will accrue post-judgment interest of 9% until paid. It has not been paid. McCarthy v. Ideanomics On December 14, 2022, Conor McCarthy, Ideanomics’ former CFO, filed an arbitration in front of the American Arbitration Association alleging breach of his separation agreement by Ideanomics and claiming as damages the entirety of his separation payment (approximately $0.7 million), double damages, statutory interest, and costs. The matter is set for arbitration on April 25, 2023. Cantor Fitzgerald, LLC v. Ideanomics On January 10, 2023, Cantor sued Ideanomics in the Supreme Court of the State of New York, New York County for breach of contract to pay $0.2 million in fees associated with a Letter Agreement entered into on October 22, 2021. The parties are negotiating a resolution, but the case is still pending in the interim. Acuitas Capital, LLC v. Ideanomics On March 14, 2023, Acuitas Capital, LLC filed suit against Ideanomics in the Southern District of New York, alleging breach of the SPA executed between the parties on November 14, 2022 and seeking an injunction for specific performance of the SPA as well as a declaratory judgment that the SPA is valid and enforceable. The hearing on the preliminary injunction motion is set for March 29, 2023. 3i LP v. Ideanomics |
Concentration, Credit and Other
Concentration, Credit and Other Risks | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration, Credit and Other Risks | Concentration, Credit and Other Risks a. Major Customers and Referring Financial Institutions For the year ended December 31, 2022, no customer individually accounted for more than 10.0% of the Company’s revenue. No customer individually accounted for more than 10.0% of the Company’s net accounts receivable as of December 31, 2022. Timios generates much of its revenue through referring financial institutions. For the year ended December 31, 2022, no individual referring financial institution accounted for more than 10.0% of the Company’s revenue. For the year ended December 31, 2021, no customer individually accounted for more than 10.0% of the Company’s revenue. Two customers individually accounted for more than 10.0% of the Company’s net accounts receivable as of December 31, 2021 (37.90% of accounts receivable). For the year ended December 31, 2020, three customers individually accounted for more than 10.0% of the Company’s revenue (77.00% of revenue). Three customers individually accounted for more than 10.0% of the Company’s net accounts receivable as of December 31, 2020 (98.20% of accounts receivable). Major Suppliers For the year ended December 31, 2022, no suppliers individually accounted for more than 10.0% of the Company’s cost of revenues. No suppliers individually accounted for more than 10.0% of the Company’s accounts payable as of December 31, 2022. For the year ended December 31, 2021, no s uppliers individually accounted for more than 10.0% of the Company’s cost of revenues. No suppliers individually accounted for more than 10.0% of the Company’s accounts payable as of December 31, 2021. For the year ended December 31, 2020, four suppliers individually accounted for more than 10.0% of the Company's cost of revenues (73.70% of cost of revenue.) Two suppliers individually accounted for more than 10.0% of the Company's accounts payable as of December 31, 2020 (61.10% of accounts payable.) Concentration of Credit Risks Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of December 31, 2022 and 2021, the Company’s cash and cash equivalents were held by financial institutions (located in the PRC, Hong Kong, Malaysia, Italy, Australia the U.S. and Singapore) that management believes have acceptable credit. Accounts receivable are typically unsecured. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances. b. Foreign Currency Risks, Currency Concentrations, and Capital Requirements A portion of the Company’s operating transactions are denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the RMB is subject to changes in the central government policies and to international economic and political developments. In the PRC, certain foreign exchange transactions are required by laws to be transacted only by authorized financial institutions at exchange rates set by the PBOC. Remittances in currencies other than RMB by the Company in China must be processed through PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to complete the remittance. As of December 31, 2022, the Company had cash and cash equivalents of $21.9 million . Approximately $4.4 million was held in U.S. entities and $16.0 million was held in Hong Kong, Singapore, Malaysia, and the PRC entities. Timios holds various regulatory licenses related to its business as a title insurance agency and is required to hold a minimum cash balance of $2.0 million. As a broker-dealer, JUSTLY has minimum capital requirements. JUSTLY had cash of $0.3 million as of December 31, 2022, which was necessary for JUSTLY to meet its minimum capital requirements. As of December 31, 2022 and 2021, deposits of $3.6 million and $4.7 million were insured, respectively. To limit exposure to credit risk relating to bank deposits, the Company primarily places bank deposits only with large financial institutions in Italy, PRC, HK, U.S., and Malaysia with acceptable credit ratings. c. Cybersecurity Incident The Company’s real estate services subsidiary, Timios, experienced a systems outage that was caused by a cybersecurity incident. Timios has engaged leading forensic information technology firms and legal counsel to assist its investigation into the incident. The systems outage caused a delay or disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings during the year ended December 31, 2021. The cybersecurity incident had a material adverse impact on Timios’ revenues. Timios promptly notified third-parties who may have been affected by this incident, and its insurer has offered a one year credit monitoring service to those who may have been affected. Timios has since recovered their operational capabilities, and has implemented multiple safeguards against future incidents, including but not limited to the establishment of a Chief Information Security Officer and a Security Operations Center that monitors the system against cyber threats twenty four hours a day. Timios still has yet to recover a significant portion of business lost as a result of the incident. Timios is uncertain to what degree any further revenue will be recovered. A class action lawsuit was filed against Timios as a result of the systems outage, which was settled within the limits of its insurance coverage. Timios has filed a claim with its insurer to recover a portion of the lost revenues and profits for the period from July 26, 2021 through January 27, 2022. The amount of the insurance recovery, if any, is not yet known. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution Plans For U.S. employees, the Company sponsors a 401(k) plan that provides for a 100.0% employer matching contribution of th e first 3.0% and 50.0% of the next 2.0% of eligible pay that the employee contributes to the plan. Employees contributions are 100.0% vested immediately. The Company’s matching contribution to the 401(k) plan is evenly vested over five years. The Company paid total matching 401(k) contributions of $1.1 million in the year ended December 31, 2022, and $0.1 million in the years ended December 31, 2021 and 2020, respectively. Full time employees in the PRC and Malaysia participate in government-mandated defined contribution plans pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Company to make contributions based on certain percentages of the employees’ basic salaries. Other than such contributions, there is no further obligation under these plans. The total contributions for such PRC and Malaysia employee benefits were $0.7 million in the years ended December 31, 2022 and 2021, respectively, and $0.4 million in the year ended December 31, 2020. Employees in Italy are entitled to TFR, commonly referred to as an employee leaving indemnity, which represents deferred compensation for employees in the private sector. Under Italian law, an entity is obligated to accrue for TFR on an individual employee basis payable to each individual upon termination of employment (including both voluntary and involuntary dismissal). The annual accrual is approximately 7.0% of total pay, with no ceiling, and is revalued each year by applying a pre-established rate of return of 1.5%, plus 75.0% of the Consumer Price Index, and is recorded by a book reserve. TFR is an unfunded plan. The costs of the retirement benefit obligation are accounted for under the provisions of ASC 715. The amount of the obligation at December 31, 2022 $0.5 million. |
Geographic Areas
Geographic Areas | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Geographic Areas | Geographic AreasThe following table summarizes geographic information for long-lived assets (in thousands): December 31, 2022 December 31, 2021 United States $ 4,935 $ 1,997 Europe 2,532 — Malaysia 673 26,870 Other 97 728 Total $ 8,237 $ 29,595 |
Contingent Consideration
Contingent Consideration | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Contingent Consideration | Contingent Consideration The following table summarizes information about the Company’s contingent consideration arrangements measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total DBOT - Contingent Consideration a $ — $ — $ 649 $ 649 Tree Technology - Contingent Consideration b — — 118 118 Solectrac - Contingent Consideration c — — 100 100 Total $ — $ — $ 867 $ 867 December 31, 2021 Level 1 Level 2 Level 3 Total DBOT - Contingent Consideration a $ — $ — $ 649 $ 649 Tree Technology - Contingent Consideration b — — 250 250 Solectrac - Contingent Consideration c — — 100 100 Total $ — $ — $ 999 $ 999 Note: (a) This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration was valued using the Black-Scholes Merton method. The Company issued 13.1 million shares during the year ended December 31, 2020 and partially satisfied this liability. No shares have been issued in the years ended December 31, 2022 and 2021, respectively. (b) This represents the liability incurred in connection with the acquisition of Tree Technologies during the three months ended December 31, 2019 and as subsequently remeasured as of December 31, 2022 and 2021. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach. (c) This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. DBOT Contingent Consideration The fair value of the DBOT contingent consideration as of March 31, 2020 and December 31, 2019, was valued using the Black-Scholes Merton model. The significant unobservable inputs used in the fair value measurement of the contingent consideration includes the risk-free interest rate, expected volatility, expected term and expected dividend yield. The following table summarizes the significant inputs and assumptions used in the model: March 31, 2020 December 31, 2019 Risk-free interest rate 0.1% 1.6 % Expected volatility 30% 30 % Expected term (years) 0.08 0.25 Expected dividend yield — % — % Tree Technologies Contingent Consideration The fair value of the Tree Technologies contingent consideration as of December 31, 2021 and 2020, was valued using a probability-weighted discounted cash flow approach which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the probability-weighted discounted cash flow approach: December 31, 2022 December 31, 2021 Weighted-average cost of capital 15.0% 15.0% Probability 5%-20% 5%-10% Solectrac Contingent Consideration The fair value of the Solectrac contingent consideration as of December 31, 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: December 31, 2022 Risk-free interest rate 3.4 % Expected volatility 25.0 % Expected discount rate 13.1 % The following table summarizes the reconciliation of contingent consideration measured using Level 3 inputs (in thousands): Contingent January 1, 2020 $ 24,656 Measurement period adjustment (1,990) Settlement (8,203) Remeasurement loss/(gain) recognized in the income statement (5,503) December 31, 2020 8,960 Addition 1,639 Remeasurement loss/(gain) recognized in the income statement (9,600) December 31, 2021 999 Remeasurement loss/(gain) recognized in the income statement (131) December 31, 2022 $ 867 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events SEPA As of December 31, 2022, the company had requested advances against the SEPA for an aggregate of 18.3 million shares. In 2023 year to date, the company has requested additional advances for 107.6 million shares and received proceeds in the aggregate of $10.8 million and a reduction in the balance of the outstanding convertible note of approximately $4.2 million. There are 24.0 million shares remaining under the SEPA as of March 15, 2023. Promissory Note – Tillou Management Effective March 20, 2023, the Company promised to pay to the order of Tillou Management and Consulting LLC, an entity controlled by Vince McMahon, the father of the Company’s Executive Chairman, Shane McMahon, the principal amount of $2.0 million, due on demand any time after April 20, 2023. The principal amount outstanding under the note accrues interest at 20.0% per annum. As collateral for the Company’s obligations under the note, the Company granted to the note holder a security interest in certain secured collateral with recorded value of $2.4 million. VIA Motors Acquisition On January 31, 2023, the company closed the acquisition of VIA Motors, pursuant to the terms of the Amended and Restated Merger Agreement. In closing, the company acquired all outstanding shares of VIA Motors in exchange for the issuance of 126.5 million common shares and up to 2 million convertible preferred shares (at a ratio of 20:1 to common) and the settlement of loans advanced to VIA Motors prior to closing with a settlement value of $72.4 million. The parties agreed to use the closing price on January 24, 2023 to calculate the exchange of share consideration, which was $0.1804. In addition, the VIA Motors selling shareholders will be entitled to receive up to $180 million in convertible preferred shares upon the satisfaction of earn out provisions included in the Amended and Restated Merger agreement. Between December 31, 2022 and the closing, the company provided incremental funds to VIA Motors of approximately $2.9 million. Yorkville Convertible Note Subsequent to December 31, 2022, $4.1 million of the convertible note outstanding balance was converted into shares pursuant to the terms and provisions of the debenture agreement executed in October 2022. As of March 15, 2023 the outstanding balance is $0.3 million. Acuitas SPA On February 1, 2023, the company issued 10 million Series B convertible preferred shares following the satisfaction of conditions associated with Closing #3 in the Buyers Schedule of the SPA in consideration for the receipt of $10 million. In addition, Acuitas Capital notified the company of their request convert 5 million preferred shares into 24.5 million common shares on February 3, 2023 and subsequently a second conversion notice was issued for the conversion of 5 million preferred shares into 24.5 million common shares on February 13, 2023. There are currently 10 million convertible preferred shares outstanding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The consolidated financial statements of Ideanomics, its subsidiaries were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenues and expenses of the subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. |
Use of Estimates | The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the bad debt allowance, collectability of notes receivable, sales returns, fair values of financial instruments, equity investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. |
Cash and Cash Equivalents | Cash consists of cash on hand, demand deposits, time deposits, and other highly liquid instruments with an original maturity of three months or less when purchased. Investments in money market or similar funds are evaluated in order to determine if the fund meets the definition of cash equivalents. The factors evaluated include the weighted-average maturity date of the fund's underlying securities, the fund's redemption policies, and if the fund's investment attributes are consistent with the investment attributes of an SEC-registered money market fund. |
Accounts Receivable, net | Accounts receivable are recognized at invoiced amounts and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company reviews its allowance for doubtful accounts receivable on an ongoing basis. In establishing the required allowance, management considers any historical losses, the customer’s financial condition, the accounts receivable aging, and the customer’s payment patterns. After all attempts to collect a receivable have failed and the potential for recovery is remote, the receivable is written off against the allowance. |
Notes receivable, net | Notes receivable consist of two convertible promissory notes for which the Company had elected the fair value option. The convertible notes receivable were recorded at fair value at the reporting period and any changes to fair value and foreign currency were recorded in earnings. Refer to Note 5 for additional information. Similar to accounts receivable, each reporting period the Company evaluates the collectability of outstanding notes receivable balances and records an allowance for doubtful accounts if the Company determines if the risk of non-payment of the loan is probable and estimable. |
Property and Equipment, net | Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and improvements, which extend the original estimated economic useful lives of applicable assets, are capitalized. Expenditures for normal repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation of assets sold or retired are removed from the accounts and any gain or loss thereon is recognized in the consolidated statement of operations. Depreciation is provided for on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful life is 3 to 10 years for furniture and electronic equipment, 3 to 5 years for vehicles, 5 years for shop equipment and the lesser of lease terms or 10 years for leasehold improvements. Construction in progress is stated at the lower of cost or fair value, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. The Company recorded impairment losses of $3.3 million in the year ended December 31, 2020, related to Fintech Village’s land, building and capitalized architect costs. Refer to Note 8 for additional information. In the year ended December 31, 2021, we closed on the sale of Fintech Village for $2.8 million, incurring commissions and fees of $0.2 million. Asset Retirement Obligations Asset retirement obligations generally apply to legal obligations associated with the retirement of a tangible long-lived asset that result from the acquisition, construction or development and the normal operation of a long-lived asset. If a reasonable estimate of fair value can be made, the fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred or a change in estimate occurs. Asset retirement costs associated with asset retirement obligations are capitalized with the carrying amount of the related long-lived assets and depreciated over the related asset’s estimated useful life. |
Business Combinations | The Company includes the results of operations of the businesses that are acquired as of the acquisition date. The Company allocates the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Contingent consideration in a business combination is included as part of the acquisition cost and is recognized at fair value as of the acquisition date. Fair value is generally estimated by using a probability-weighted discounted cash flow approach, Monte-Carlo simulation model, or scenario-based method. Any liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, and any changes in fair value are recognized in earnings. |
Intangible Assets and Goodwill | The Company accounts for intangible assets and goodwill in accordance with ASC 350. ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. In accordance with ASC 350, goodwill is allocated to reporting units, which are either the operating segment or one reporting level below the operating segment. On an annual basis and more frequently based on triggering events, as of October 1 of each year, management reviews goodwill for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, goodwill is further tested for impairment by comparing the carrying amount to the estimated fair value of its reporting units, determined using externally quoted prices (if available) or a discounted cash flow model and, when deemed necessary, a market approach. Goodwill impairment, if any, is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value. Application of goodwill impairment tests requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units and determination of fair value of each reporting unit. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the reporting unit, composition, personnel or strategy changes affecting the reporting unit and recoverability of asset groups within a reporting unit. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates, and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each reporting unit. |
Inventory | Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost generally computed on a first-in, first-out basis excluding electronic motorcycles. Electronic motorcycle inventories are stated on a specific identification method. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value. The majority of the inventory represents finished assemblies and sub assemblies to be used in delivering electric powertrain components, electric tractors and electric motorcycles to customers. |
Long-term Investments | The Company accounts for equity investments through which management exercises significant influence but does not have control over the investee under the equity method. Under the equity method, the investment is initially recorded at cost and adjusted for the Company’s share of undistributed earnings or losses of the investee. The Company’s share of losses is not recognized when the investment is reduced to zero unless the Company guarantees the investees’ obligations or has committed to providing additional funding. The equity investments which are not consolidated or accounted for under the equity method are either carried at fair value or under the measurement alternative upon the adoption of the ASU No. 2016-1. The Company utilizes the measurement alternative for equity investments that do not have readily determinable fair values and measures these investments at cost less impairment plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company classifies its long-term investments as non-current assets on the consolidated balance sheets. Impairment of Investments |
Leases | The Company leases certain facilities, vehicles and equipment from third-parties. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. For leases beginning in 2019 and later, at the inception of a contract management assesses whether the contract is, or contains, a lease. The assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the right to substantially all the economic benefit from the use of the asset throughout the period is obtained, and (3) whether the Company has the right to direct the use of the asset. At the inception of a lease, management allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from the non-lease components (e.g., common-area maintenance costs). Leases may include one or more options to renew, with renewal terms that can extend the lease term from one year or more. Renewal periods are included in the lease term only when renewal is reasonably certain, which is a high threshold and requires management to apply judgment to determine the appropriate lease term. The Company’s leases do not include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Certain lease agreements include rental payments adjusted periodically for inflation. The majority of the Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The majority of the Company’s leases are classified as operating leases. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases and initial direct costs on our right-of-use asset and lease liability was not material. ASC 842 requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or cancellation provisions, and determining the discount rate. As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption date of ASC 842 in determining the present value of lease payments for existing leases. The Company uses information available at the lease commencement date, or in the event of leases assumed in a business combination, the acquisition date, to determine the discount rate for any new leases. |
Product Warranties | Certain of the Company’s products are sold subject to standard product warranty terms, which generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The Company estimates the liability for warranty claims based on standard warranties, the historical frequency of claims and the cost to replace or repair products under warranty. Factors that influence the warranty liability include the number of units sold, the length of warranty term, historical and anticipated rates of warranty claims and the cost per claim. |
Convertible Promissory Notes | The Company accounts for its convertible notes at issuance by allocating the proceeds received among freestanding instruments according to ASC 470, based upon their relative fair values. The fair value of debt and common stock is determined based on the closing price of the common stock on the date of the transaction, and the fair value of warrants, if any, is determined using the Black-Scholes Merton option-pricing model. Convertible notes are subsequently carried at amortized cost. The fair value of warrants is recorded as additional paid-in capital, with a corresponding debt discount from the face amount of the convertible note. The discounts on the convertible notes, consisting of amounts ascribed to warrants are amortized to interest expense, using the effective interest method, over the terms of the related convertible notes. Each convertible note is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible note and separate accounting treatment. The Company also analyzes the features of its convertible notes which, when triggered, mandate a downward adjustment to the instrument’s strike price (or conversion price) if equity shares are issued at a lower price (or equity-linked financial instruments are issued at a lower strike price) than the instrument’s then-current strike price. The purpose of the feature is typically to protect the instrument’s counterparty from future issuances of equity shares at a more favorable price. |
Fair Value Measurements | Our financial instruments that are not re-measured at fair value include cash and cash equivalents, accounts receivable, net, notes receivable, net, accounts payable and other current liabilities. The carrying values of theses financials instruments approximate their fair values with the exception of contingent consideration. Refer to Note 23 for additional information.Our non-financial assets that are measured at fair value on a nonrecurring basis include goodwill and other intangible assets, and adjustment in carrying amount of equity securities for which the measurement alternative of cost less impairment plus or minus observable price changes is used. |
Assets and Liabilities Held for Sale | The Company classifies assets and liabilities (disposal group) to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the disposal groups; (2) the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group; (3) an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; (4) the sale of the disposal group is probable, and (5) transfer of the disposal group is expected to qualify as a completed sale within one year, except if events or circumstances beyond the Company’s control extend the period of time required to sell the disposal group beyond one year; (6) the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (7) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying amount or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent losses as an adjustment to the carrying amount of the disposal group. As part of this assessment, the Company also evaluates the criteria for reporting the disposal group as a discontinued operation. Factors which the Company considers includes, but is not limited to, the level of continuing involvement, if any, whether the disposal constitutes a strategic shift, and the relative magnitude of revenue, net income or loss, and total assets. |
Foreign Currency Translation | The Company uses the United States dollar as its reporting currency. The Company’s worldwide operations utilize the local currency or USD as the functional currency, where applicable. For certain foreign subsidiaries, USD is used as the functional currency. This occurs when the subsidiary is considered an extension of the parent. The functional currency of subsidiaries located worldwide are either in RMB, HKD or the EURO. In the consolidated financial statements, the financial information of the entities which use RMB and HKD as their functional currency has been translated into USD: assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at the historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of “Accumulated other comprehensive loss” in the equity section of the consolidated balance sheets.Transactions denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated in the functional currency at the applicable rates of exchange in effect at the balance sheet date. |
Escrow and Trust Deposits | In providing escrow services, the Company holds funds for others in a fiduciary capacity, pending completion of real estate transactions. A separate, self-balancing set of accounting records is maintained to record escrow transactions. Escrow trust funds held for others are not the Company’s and, therefore, are excluded from the consolidated balance sheet, however, the Company remains contingently liable for the disposition of these deposits. Escrow trust balances at December 31, 2022 and 2021, were $9.3 million and $21.4 million respectively. It is a common industry practice for financial institutions where escrow funds are deposited to either reimburse or to directly provide for certain costs related to the delivery of escrow services. The Company follows the practice of non-recognition of costs borne by the financial institution where escrow funds are deposited. |
Revenue Recognition | The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. For most of the Company’s customer arrangements, control transfers to customers at a point in time, as that is generally when legal title, physical possession and risk and rewards of goods/services transfer to the customer. In certain arrangements, control transfers over time as the customer simultaneously receives and consumes the benefits as the Company completes the performance obligations. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on the observable prices charged to customers or adjusted market assessment or using expected cost-plus margin when one is available. Adjusted market assessment price is determined based on overall pricing objectives taking into consideration market conditions and entity specific factors. The Company performs an analysis of the relevant terms of its sales contracts, including whether or not it controls the product prior to sale, whether or not it incurs inventory risk, and other factors in order to determine if revenue should be recorded as a principal or agent. Revenues recognized in a Principal capacity are reported gross, while revenues recognized as an Agent are reported net. Certain customers may receive discounts or rebates, which are accounted for as variable consideration. Variable consideration is estimated based on the expected amount to be provided to customers, and initially reduces revenues recognized. The Company records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company expenses as incurred any commissions or other fees which, if capitalizable, would have an amortization period of less than one year. Title, Closing and Appraisal Revenue Premiums from title insurance policies written by independent agencies are recognized net of commission costs when the policies are reported to the Company upon the closing of a transaction and not before the effective date of the policy. Regulation of title insurance rates varies by state. Premiums are charged to customers based on rates predetermined in coordination with each states’ respective Department of Insurance. A closing or escrow is a transaction pursuant to an agreement of a buyer, seller, borrower, or lender wherein an impartial third-party, such as the Company, acts in a fiduciary capacity on behalf of the parties in accordance with the terms of such agreement in order to accomplish the directions stated therein. Services provided include, among others, acting as escrow or other fiduciary agent, obtaining releases, and conducting the actual closing or settlement. Closing and escrow fees are recognized upon closing of the escrow, which is generally at the same time of the closing of the related real estate transaction. Revenue from appraisal services are primarily related to establishing the ownership, legal status and valuation of the property in a real estate transaction. In these cases, the Company does not issue a title insurance policy or perform duties of an escrow agent. Revenues from these services are recognized upon delivery of the service to the customer. EV and Related Revenue For product sales, the Company considers practical and contractual limitations in determining whether there is an alternative use for the product. For example, long-term design and build contracts are typically highly customized to a customer’s specifications. For contracts with no alternative use and an enforceable right to payment for work performed to date, including a reasonable profit if the contract were terminated at the customer’s convenience for reason other than nonperformance, the Company recognizes revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, revenue is determined each quarter, on the basis of accumulated project expenses in relation to estimated accumulated project expenses upon completion. For contracts recognized at a point in time, the Company recognizes revenue when control passes to the customer, which is generally based on shipping terms that address when title and risk and rewards pass to the customer. However, the Company also considers certain customer acceptance provisions as certain contracts with customers include installation, testing, certification or other acceptance provisions. In instances where contractual terms include a provision for customer acceptance, the Company considers whether it has previously demonstrated that the product meets objective criteria specified by either the seller or customer in assessing whether control has passed to the customer. For service contracts, the Company recognizes revenue as the services are rendered if the customer is benefiting from the service as it is performed, or otherwise upon completion of the service. Separately priced extended warranties are recognized as a separate performance obligation over the warranty period. The transaction price in the contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances, and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends, and current factors including market conditions and status of negotiations. For design and build contracts, the Company may at times collect progress payments from the customer throughout the term of the contract, resulting in contract assets or liabilities depending on the timing of the payments. Contract assets consist of unbilled amounts when revenue recognized exceeds customer billings. Contract liabilities consist of advance payments and billings in excess of revenue recognized. Costs to obtain a contract (e.g., commissions) for contracts greater than one year are deferred and amortized in a manner consistent with revenue recognition of the related contract. The Company enters into contracts with governmental agencies for services and products. These contracts are analyzed in order to determine if they should be accounted for under a revenue recognition model pursuant to ASC 606 or a grant model pursuant to ASC 958. If accounted for pursuant to a grant model, the Company must determine if the grant is conditional or unconditional, and if conditional any barriers exist which must be overcome. If unconditional, the grant is recognized as revenue immediately, and if conditional, the grant is recognized as revenue as and when the barriers are overcome. The significant barrier to the current conditional grants are that the expenses incurred must meet the qualifications as established by the respective governmental agencies, so that the grant revenue is recognized as the qualified expenses are incurred. Revenue recorded pursuant to a grant model are recorded as “Other revenue.” |
Advertising and Marketing Costs | Advertising and marketing costs are expensed as incurred. |
Research and Development Costs | The Company expenses research and development costs, which may be incurred for the design, development, experimentation and testing of products related to the automotive industry. |
Share-Based Compensation | The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments.”) Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the individual is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the effect of forfeiture as they occur. When no future services are required to be performed by the individual in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. For options with market conditions, the fair value of each award is estimated on the date of grant using a Monte-Carlo valuation model and the fair value of each option recognized as compensation expense over the derived service period. For options with performance conditions, the fair value of each award is estimated on the date of grant using the Black-Scholes Merton valuation model and the fair value of each option recognized as compensation expense over the implicit service period. When using the Black-Scholes model to determine the fair value of the awards granted, management noted it could not rely on its historical exercise data to develop an accurate expected term as the Company has made significant structural changes in its business via multiple acquisitions and divestures over the last few years. Thus, the Management deemed the Company’s use of the “simplified” method to develop the estimate of the expected term for the stock options to be appropriate. The simplified method uses the mid-point between the vesting period and the contractual term for each grant as the expected term. |
Income Taxes | The Company accounts for income taxes in accordance with the asset and liability method. Deferred taxes are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established, as needed, to reduce the amount of deferred tax assets if it is considered more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of uncertain income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50.0% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company’s policy is to record interest and penalties related to income taxes as a component of income tax expense. There were no material interest or penalties for the years ended December 31, 2022, 2021 and 2020, respectively. On December 22, 2017, the TCJA was signed into law, which among other effects, reduces the U.S. federal CIT rate to 21.0% from 34.0% (or 35.0% in certain cases) beginning in 2018, and requires companies to pay a one-time transition tax on certain unrepatriated earnings from non-U.S. subsidiaries that is payable over eight years. No tax was due under this provision. The TCJA also makes the receipt of future non-U.S. sourced income of non-U.S. subsidiaries tax-free to U.S. companies and creates a new minimum tax on the earnings of non-U.S. subsidiaries relating to the parent’s deductions for payments to the subsidiaries. |
Net Loss Per Share Attributable to Ideanomics Shareholders | Net loss per share attributable to our shareholders is computed in accordance with ASC 260. The two-class method is used for computing earnings per share. Under the two-class method, net income is allocated between common shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s convertible redeemable preferred shares are participating securities because the holders are entitled to receive dividends or distributions on an as converted basis. For the years presented herein, the computation of basic loss per share using the two-class method is not applicable as the Company is in a net loss position and net loss is not allocated to other participating securities, since these securities are not obligated to share the losses in accordance with the contractual terms. Basic net loss per share is computed by dividing net loss attributable to Ideanomics common shareholders by the weighted average number of common shares outstanding during the period. Options and warrants are not considered outstanding in computation of basic earnings per share. Diluted net loss per share is computed by dividing net loss attributable to Ideanomics common shareholders by the weighted-average number of common shares and potential common shares outstanding during the period under the treasury stock method. Potential common shares include options and warrants to purchase common shares, preferred shares and convertible promissory notes, unless they were anti-dilutive. The computation of diluted net loss per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect (i.e. an increase in earnings per share amounts or a decrease in loss per share amounts) on net loss per share. |
VIE Structures and Arrangements | In the year ended December 31, 2022, the Company consolidated its VIE located in Italy in which it holds variable interests and was the primary beneficiary through contractual agreements. The Company is the primary beneficiary because it holds the power to direct activities that most significantly affected their economic performance and has the obligation to absorb or right to receive the majority of their losses or benefits. The results of operations and financial position of this VIE are included in the consolidated financial statements for the year ended December 31, 2022. Refer to Note 6. Additionally, VIA was identified as a VIE in consideration of the aggregate funding provided since August 2021 through the acquisition date of January 31, 2023. Prior to entering into the Merger Agreement, on June 7, 2021, the Company and VIA entered into a SAFE for an amount of $7.5 million which is recorded in Long-term investments as a cost method investment. VIA is not consolidated as the Company did not participate in the design of VIA, does not have significant influence over VIA to make management decisions, did not have any representation on the VIA’s board and did not provide more than half of the total equity as of the years ended December 31, 2022 and 2021. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | 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 and as such there was no effect. 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 has adopted ASU 2016-13 effective January 1, 2023 during Q1 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 accounts receivable 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Composition of inventory | The composition of inventory is as follows (in thousands): December 31, December 31, Raw materials $ 12,043 $ 245 Work in progress 10,868 90 Finished goods 11,043 6,689 Inventory Reserve (5,708) (865) Total $ 28,246 $ 6,159 |
Summary of inventory reserve | The following table summarizes the movement in the inventory reserve (in thousands): December 31, December 31, Balance at the beginning of the year $ (865) $ — Increases (4,843) (865) Decreases — — Balance at the end of the year $ (5,708) $ (865) As of December 31, 2022, the carrying amount of inventories serving as collateral for short-term borrowing agreements is $2.0 million. The borrowing agreement was not executed until 2022, and as such, no inventory serviced as collateral for short-term borrowing agreements as of December 31, 2021. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, December 31, December 31, Geographic Markets North America $ 51,580 $ 84,303 $ 1,631 Asia 40,511 29,777 25,128 Europe 8,845 — — Total $ 100,936 $ 114,080 $ 26,759 Product or Service Digital advertising services and other $ — $ 231 $ 1,631 Title and escrow services 32,223 72,686 — Electric vehicle products 51,178 31,123 19,462 Electric vehicle services 250 204 — Electric motorcycle products and services 10,469 — — Electric motorcycle sponsorship services 1,040 — — Combustion engine vehicles — — 5,160 Charging, battery and powertrain products 3,880 5,886 506 Charging, battery and powertrain services 1,482 2,645 — Other 414 1,305 — Total $ 100,936 $ 114,080 $ 26,759 |
Schedule of client receivables, contract liabilities and contract assets from contracts with customers | The following table provides information about client receivables, contract liabilities and contract assets from contracts with customers: Year ended Balances from contracts with customers: December 31, 2022 December 31, 2021 Accounts receivable, net $ 5,855 $ 3,338 Deferred revenue 2,749 5,392 Contract assets 3,579 2,772 |
Schedule of deferred revenue | The following table reflects the Company’s deferred revenue balance as of December 31, 2022 and 2021 (in thousands): Year ended Deferred revenue from contracts with customers: December 31, 2022 December 31, 2021 Beginning balance $ 5,392 $ 2,879 Revenue recognized, included in beginning balance (3,975) (650) Additions, net of revenue recognized during period, and other 1,332 3,163 Ending Balance $ 2,749 $ 5,392 |
Available-for-Sale Securities (
Available-for-Sale Securities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated Fair Value Silk EV Note $ 15,000 $ 833 $ 4 $ (20) $ (15,817) $ — Total available-for-sale securities $ 15,000 $ 833 $ 4 $ (20) $ (15,817) $ — |
Notes Receivable from Third P_2
Notes Receivable from Third Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Information related to notes receivable | The following table provides certain information related to n otes receivable consists of the following (in thousands): As of December 31, 2022 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated Fair Value VIA Note (a) $ 63,218 $ 2,603 $ — $ — $ (34,213) $ 31,608 VIA Note 2 (a) 14,468 233 — — (14,701) — Inobat Note (b) 11,819 863 — (1,083) (11,599) — Timios (c) — — — — — — Green Power Motor Company (d) 45 — — — — 45 Total notes receivable $ 89,550 $ 3,699 $ — $ (1,083) $ (60,513) $ 31,653 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. As of December 31, 2022, the principal amount of the convertible promissory note was $63.2 million, the note was secured by the certain assets and rights of VIA, bore interest at an annual rate of 4.0% and the scheduled maturity date was 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 contained 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 (VIA Note-2) 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 company entered into further amendments during the third quarter of 2022 to provide a total of an additional $4.4 million and additional amendments in the fourth quarter of 2022 to provide an additional $4.6 million, bringing the total payable under the note as of December 31, 2022 to $16.3 million. The note was secured by the certain assets and rights of VIA, bore 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 experienced significant delays in the closing of the acquisition of VIA and in the fourth quarter of 2022 withdrew the S-4 resulting in an inability to close the acquisition in the manner originally contemplated. Consequently, the outstanding balances were re-evaluated as to recovery and the balances adjusted to estimated recovery values inclusive of the risks associated with the consummation of the acquisition and the credit risks in the event of an unsuccessful closing. (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, was due December 24, 2022. Inobat specializes in the research, development, manufacture, and provision of innovative electric batteries custom-designed to meet the specific requirements of global mainstream and specialist OEMs within the automotive, commercial vehicle, motorsport, and aerospace sectors. Inobat is a European based battery manufacturer, that has a battery research and development facility and pilot line under development in Slovakia. The principal amount of the convertible promissory note is €10.0 million ($11.4 million) is unsecured, bears interest at an annual rate of 8.0%, and the scheduled maturity date is December 28, 2022. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The loan due from Inobat matured in December 2022 without any receipt of payment, in March 2023, the company extended the maturity date of the loan to May 2023 The Company determined that the Inobat note was fully impaired and recorded an impairment loss of $11.6 million recorded in "Asset impairments" in the year ended December 31, 2022 . (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. In the fourth quarter of 2022, Timios sold the mortgage notes for $0.3 million, this resulted in a loss of $0.2 million in the year ended December 31, 2022. (d) Green Power Motor Company On July 29, 2022, the Company loaned $43,500, to Green Power Motor Company. Interest will accrue on the outstanding principal at a rate of fixed interest rate per annum equal to 7.50%. Borrower will make 80 consecutive monthly payments commencing on September 1, 2022. The following table summarizes the Company’s accounts receivable (in thousands): December 31, December 31, Accounts receivable, gross $ 6,201 $ 4,945 Less: allowance for doubtful accounts (346) (1,607) Accounts receivable, net $ 5,855 $ 3,338 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of assets acquired and liabilities assumed | In conjunction with the acquisition of Energica, the Company remeasured the 20.0% previously accounted for as an equity method investment. The fair value measurement is based on significant inputs to include discounted cash flow analyses that are not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The Company determined the enterprise value using external specialists in support of the preliminary purchase price allocation referenced in the table below. The Company used this enterprise value to remeasure the previous equity investment by stepping up the value of the 20.0% equity ownership to reflect the proceeds paid to gain control of Energica. This remeasurement resulted in a gain of $11.0 million recorded in the year ended December 31, 2022, this was recorded in Gain on remeasurement of investment, in our consolidated statement of operations. The fair value of the 27.6% non-controlling interest in Energica is estimated to be $24.8 million. The fair value measurement is based on significant inputs to include discounted cash flow analyses that are not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The Company determined the enterprise value using external specialists in support of the preliminary purchase price allocation referenced in the table below. The Company used this enterprise value to remeasure the previous non-controlling interest by stepping up the value of the non-controlling interest less a discount for lack of marketability. The discount for the lack of marketability was calculated by external specialists using a Finnerty model. (Dollars in thousands) Cash paid at closing $ 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 60,394 Other assets 1,024 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 estimates of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands): Solectrac US Hybrid Timios WAVE Purchase Price Cash paid at closing, including working capital estimates $ 18,025 $ 30,139 $ 46,576 $ 15,000 Fair value of previously held interest 5,287 — Fair value of common stock — 20,877 — 28,616 Fair value of contingent consideration 1,640 — — 11,418 Total purchase consideration 24,952 51,016 46,576 55,034 Purchase Price Allocation Assets acquired Current assets 2,700 3,793 7,292 2,820 Property, plant and equipment 30 5 429 — Other assets 45 52 48 — Intangible assets – tradename 4,210 1,740 8,426 12,630 Intangible assets – lender relationships — — 16,600 — Intangible assets - technology 2,350 5,110 Intangible assets – patents — — — 13,000 Intangible assets - non-compete — 520 — — Intangible assets – licenses — — 1,000 — Indefinite lived title plant — — 500 — Goodwill 17,714 42,218 21,824 35,689 Total assets acquired 27,049 53,438 56,119 64,139 Liabilities assumed: Current liabilities (509) (1,602) (4,306) (4,578) Deferred tax liability (1,588) (820) (5,237) (4,527) Total liabilities assumed (2,097) (2,422) (9,543) (9,105) Net assets acquired $ 24,952 $ 51,016 $ 46,576 $ 55,034 |
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 Timios Intangible assets – tradename 13 Intangible assets – lender relationships 5 Intangible assets – licenses 13 Weighted average useful life 11.1 |
Schedule of amortization expense | The estimated amortization expense related to these intangible assets for each of the years subsequent to December 31, 2022, is as follows (amounts in thousands): 2023 remaining 4,000 2024 4,000 2025 4,000 2026 4,000 2027 4,000 2028 and beyond 24,145 Total 44,145 The estimated amortization expense adjusted for the impairment related to the remaining intangible assets for each of the years subsequent to December 31, 2022 is as follows (amounts in thousands): 2023 remaining $ 933 2024 933 2025 933 2026 933 2027 933 2028 and beyond 3,974 Total $ 8,639 The following table summarizes future expected amortization expense (in thousands): Years ending December 31, Amortization to be 2023 $ 4,889 2024 4,875 2025 4,875 2026 4,833 2027 4,722 2028 and thereafter 28,049 Total $ 52,243 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Mobile Energy Group (formerly Wecast Services) business accounts receivable | The following table provides certain information related to n otes receivable consists of the following (in thousands): As of December 31, 2022 Cost Interest Unrealized Gains Unrealized Losses Impairment Estimated Fair Value VIA Note (a) $ 63,218 $ 2,603 $ — $ — $ (34,213) $ 31,608 VIA Note 2 (a) 14,468 233 — — (14,701) — Inobat Note (b) 11,819 863 — (1,083) (11,599) — Timios (c) — — — — — — Green Power Motor Company (d) 45 — — — — 45 Total notes receivable $ 89,550 $ 3,699 $ — $ (1,083) $ (60,513) $ 31,653 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. As of December 31, 2022, the principal amount of the convertible promissory note was $63.2 million, the note was secured by the certain assets and rights of VIA, bore interest at an annual rate of 4.0% and the scheduled maturity date was 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 contained 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 (VIA Note-2) 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 company entered into further amendments during the third quarter of 2022 to provide a total of an additional $4.4 million and additional amendments in the fourth quarter of 2022 to provide an additional $4.6 million, bringing the total payable under the note as of December 31, 2022 to $16.3 million. The note was secured by the certain assets and rights of VIA, bore 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 experienced significant delays in the closing of the acquisition of VIA and in the fourth quarter of 2022 withdrew the S-4 resulting in an inability to close the acquisition in the manner originally contemplated. Consequently, the outstanding balances were re-evaluated as to recovery and the balances adjusted to estimated recovery values inclusive of the risks associated with the consummation of the acquisition and the credit risks in the event of an unsuccessful closing. (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, was due December 24, 2022. Inobat specializes in the research, development, manufacture, and provision of innovative electric batteries custom-designed to meet the specific requirements of global mainstream and specialist OEMs within the automotive, commercial vehicle, motorsport, and aerospace sectors. Inobat is a European based battery manufacturer, that has a battery research and development facility and pilot line under development in Slovakia. The principal amount of the convertible promissory note is €10.0 million ($11.4 million) is unsecured, bears interest at an annual rate of 8.0%, and the scheduled maturity date is December 28, 2022. The convertible promissory note contains certain customary events of default and other rights and obligations of the parties. The loan due from Inobat matured in December 2022 without any receipt of payment, in March 2023, the company extended the maturity date of the loan to May 2023 The Company determined that the Inobat note was fully impaired and recorded an impairment loss of $11.6 million recorded in "Asset impairments" in the year ended December 31, 2022 . (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. In the fourth quarter of 2022, Timios sold the mortgage notes for $0.3 million, this resulted in a loss of $0.2 million in the year ended December 31, 2022. (d) Green Power Motor Company On July 29, 2022, the Company loaned $43,500, to Green Power Motor Company. Interest will accrue on the outstanding principal at a rate of fixed interest rate per annum equal to 7.50%. Borrower will make 80 consecutive monthly payments commencing on September 1, 2022. The following table summarizes the Company’s accounts receivable (in thousands): December 31, December 31, Accounts receivable, gross $ 6,201 $ 4,945 Less: allowance for doubtful accounts (346) (1,607) Accounts receivable, net $ 5,855 $ 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): December 31, December 31, December 31, Balance at the beginning of the year $ (1,607) $ (1,219) $ — Increase in the allowance for doubtful accounts (348) (350) (1,219) Write offs of accounts receivable 1,603 — — Effect of change in foreign currency exchange rates 6 (38) — Balance at the end of the year $ (346) $ (1,607) $ (1,219) |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | The following table summarizes the Company’s property and equipment (in thousands): December 31, December 31, Furniture and office equipment $ 2,753 $ 1,432 Vehicles 1,257 900 Leasehold improvements 4,577 581 Shop equipment 3,204 825 Total property and equipment 11,791 3,738 Less: accumulated depreciation (2,719) (833) Property and equipment, net $ 9,072 $ 2,905 |
Schedule of asset retirement obligation | The following table summarizes the activity in the asset retirement obligation for the year ended December 31, 2021, (in thousands): January 1, Liabilities Remediation Accretion Derecognition December 31, Asset retirement obligation $ 4,653 $ — $ — $ — $ (4,653) $ — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2022, 2021 and 2020 (in thousands): Balance as of January 1, 2020 31,654 Measurement period adjustments (12,848) Effect of change in foreign currency exchange rates (12) Impairment loss (a) (18,089) Balance as of January 1, 2021 705 Measurement period adjustments 186 Impairment (b,c,d,f,g) (101,470) Acquisitions 117,445 Effect of change in foreign currency exchange rates (1) Disposal of Grapevine (e) (704) Balance as of January 1, 2022 16,161 Measurement period adjustments 1,280 Impairment (g,h) (38,868) Acquisitions 60,394 Effect of change in foreign currency exchange rates (1,192) Balance as of December 31, 2022 $ 37,775 (a) Throughout 2021, the Company pursued its initial business goals for DBOT involving the sale of digital securities and brokering commodity products, more specifically investigating applications to new and underserved markets, or targeting of specific transactions, such as the origination of foreign securities, the formation of an investment vehicle with a third-party, or the securitization of digital assets. These efforts did not come to fruition, and the Company concluded sufficient impairment indicators existed to evaluate the fair value of DBOT’s intangible assets. As part of this fair value analysis, the Company determined that the goodwill associated with the DBOT acquisition was fully impaired and recorded an impairment loss of $9.3 million. Refer to Note 9 for information regarding the impairment of the continuing membership agreement and customer list. The Company acquired Tree Technologies in December, 2019 and determined that there were immaterial errors in the initial accounting for the acquisition. A deferred tax liability should have been recorded in connection with the acquisition, with a corresponding amount of goodwill of $8.3 million. Tree Technologies business objectives developed more slowly than originally projected, due to a revaluation of the market opportunity, both in the context of the time and amount of investment required to achieve the originally projected results, and further complicated by various factors, including COVID-19, the temporary closures of businesses in the area, which resulted in the lack of demand for motorbikes, rolling business and government shutdowns, and supply chain constraints. The Company determined that sufficient impairment indicators existed and decided to perform a quantitative impairment analysis in the three months ended December 31, 2020. Under the income approach, the Company estimated the fair value of Tree Technologies based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company utilized cash flow projections based on information known and knowable at that time, and included management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the then current macroeconomic industry and market conditions. The Company based the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to Tree Technologies’ ability to execute on its business plan. (b) On July 26, 2021, Timios experienced a systems outage that was caused by a cybersecurity incident, which caused disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings. This resulted in an adverse impact on Timios’ revenues in that one significant customer was lost and other customers have reduced their volume. The Company determined that an indicator of potential impairment existed and decided to perform an interim quantitative tangible and intangible asset and goodwill impairment tests for its Timios reporting unit. Based on the results of this interim quantitative impairment test, the fair value of the Timios reporting unit was below the carrying value of its net assets. The decline in the fair value of the Timios reporting unit resulted from the cybersecurity event described above, which lowered the projected revenue and profitability levels of the reporting unit. The fair value of the Timios reporting unit was based on the income approach. Under the income approach, the Company estimated the fair value of the reporting unit based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. The Company based the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the Timios’ ability to execute on the projected cash flows. The fair value of Timios’ reporting unit is based on management’s best estimates, and should actual results differ from those estimates, future impairment charges may be required in future periods. The quantitative analysis indicated that the carrying amount of the Timios reporting unit exceeded its fair value. As a result, the Company recorded a goodwill impairment charge of $5.6 million, and impairment charges related to the Timios tradename and lender relationships of $0.7 million and $13.2 million, respectively, in the three months ended September 30, 2021. (c) For the year ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on WAVE’s business forecasts. The projections have negatively impacted WAVE’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $35.7 million for the year ended December 31, 2021. (d) For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on US Hybrid’s business forecasts. The projections have negatively impacted US Hybrid’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $42.2 million for the year ended December 31, 2021. (e) During the three months ended June 30, 2021, the Company completed the sale of Grapevine. Refer to Note 6 for additional information. (f) For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on Solectrac's business forecasts. The projections have negatively impacted Solectrac's performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of $17.7 million for the year ended December 31, 2021. (g) During 2022, the financial services industry suffered a significant decline in transaction processing for services provided by Timios driven by continuous increases in lending rates and an industry sector decline. As a result, the projected financial performance of the reporting unit has declined compared to the prior year reflecting the recovery period expected for the industry sector. Based on the results of the annual quantitative impairment test, the fair value of the Timios reporting unit was below the carrying value of its net assets. 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. The quantitative analysis indicated that the carrying amount of the Timios reporting unit exceeded its fair value. As a result, the Company recorded a goodwill impairment charge of $16.2 million in the year ended December 31, 2022. (h) While Energica significantly expanded the global dealer network and introduced product into the US market, the business did not meet its performance targets in 2022 and is expected to continue to miss business development targets in 2023. Consequently, updated projections reflecting the longer time period required for market development and sales expansion reflect a related decrease in the enterprise value. Based on the results of the annual quantitative impairment test, the fair value of the Energica reporting unit was below the carrying value of its net assets. The fair value of the Energica 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 Energica’s ability to execute on the projected cash flows. The fair value of Energica’s 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 Energica reporting unit exceeded its fair value. As a result, the Company recorded a goodwill impairment charge of €21.1 million ($22.7 million) in the year ended December 31, 2022. |
Schedule of amortizing and indefinite lived intangible assets | The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): December 31, 2022 December 31, 2021 Weighted Gross Accumulated Impairment Loss Net Gross Accumulated Impairment Loss Net Amortizing Intangible Assets Continuing membership agreement (b) 16.5 $ 1,179 $ (679) $ (500) $ — $ 1,179 $ (649) $ — $ 530 Patents, trademarks and brands (a,d,g,f,h,i) 37.2 22,974 (1,625) (1,520) 19,829 39,820 (2,715) (30,492) 6,613 Customer relationships 13.7 13,937 (824) — 13,113 — — — — Land use rights (c) 96.0 25,653 (649) (25,004) — 27,102 (411) — 26,691 Licenses (d) 21.8 1,141 (148) — 993 1,000 (65) — 935 Lender relationships (d) 5.0 16,600 (2,034) (12,548) 2,018 16,600 (1,638) (12,550) 2,412 Internally developed software (e,k) 1.6 760 (266) (494) — 452 (76) — 376 Software (h,j,k) 9.7 4,491 (1,288) (3,182) 21 4,492 (178) — 4,314 Non-compete (i) 0 — — — — 520 (57) (463) — Technology (h,i) 7.2 18,225 (1,956) — 16,269 7,460 (347) (7,113) — Other 0.9 150 (81) (69) — 150 (6) — 144 105,110 (9,550) (43,317) 52,243 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 $ 105,641 $ (9,550) $ (43,323) $ 52,768 $ 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 6 for additional information related to the acquisition. (b) During the three months ended December 31, 2020, 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, 2021, 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 6 for additional information related to the acquisition. (c) During the three months ended March 31. 2021, the Company completed the acquisition of 100.0% interest in Timios. Refer to Note 6 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% interest in WAVE. Refer to Note 6 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 6 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 6 for additional information related to the acquisition. (i) Relates to software costs capitalized during the three months ended September 30, 2021 . (j) Relates to licensing costs that were capitalized during the three months ended September 30, 2022. |
Schedule of amortization expense | The estimated amortization expense related to these intangible assets for each of the years subsequent to December 31, 2022, is as follows (amounts in thousands): 2023 remaining 4,000 2024 4,000 2025 4,000 2026 4,000 2027 4,000 2028 and beyond 24,145 Total 44,145 The estimated amortization expense adjusted for the impairment related to the remaining intangible assets for each of the years subsequent to December 31, 2022 is as follows (amounts in thousands): 2023 remaining $ 933 2024 933 2025 933 2026 933 2027 933 2028 and beyond 3,974 Total $ 8,639 The following table summarizes future expected amortization expense (in thousands): Years ending December 31, Amortization to be 2023 $ 4,889 2024 4,875 2025 4,875 2026 4,833 2027 4,722 2028 and thereafter 28,049 Total $ 52,243 |
Long-term Investments (Tables)
Long-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of long-term investments | The following table summarizes the composition of long-term investments (in thousands): December 31, December 31, Non-marketable equity investments $ 7,500 $ 7,500 Equity method investments 2,784 28,088 Total $ 10,284 $ 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): December 31, 2022 January 1, 2021 Addition Income (loss) Foreign currency translation adj Impairment Reclassification to subsidiaries Return of basis December 31, 2022 Energica (a) $ 12,329 $ — $ (1,031) $ — $ — $ (11,298) $ — $ — FNL (b) 2,856 — (915) — (1,941) — — — MDI Fund (c) 3,765 401 (406) — (3,102) — (658) — PEA (d) 9,138 — (626) (1,766) (6,746) — — — Orangegrid (e) — 3,076 (292) — — — — 2,784 Total $ 28,088 $ 3,477 $ (3,270) $ (1,766) $ (11,789) $ (11,298) $ (658) $ 2,784 December 31, 2021 January 1, 2020 Addition Income (loss) Reclassification to equity method investee Impairment Reclassification Dilution loss due to investee share issuance December 31, 2021 Solectrac (f) $ 2,556 $ — $ (153) $ — $ — $ (2,372) $ (31) $ — Energica (a) — 13,555 (1,226) — — — — 12,329 FNL (b) — 3,505 (899) 250 — — — 2,856 MDI Fund (c) — 4,646 (881) — — — — 3,765 TM2 (g) 1,144 7,226 (506) — (7,864) — — — PEA (d) — 9,138 — — — — — 9,138 Total $ 3,700 $ 38,070 $ (3,665) $ 250 $ (7,864) $ (2,372) $ (31) $ 28,088 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of components of lease expense and supplemental cash flow information | The following tables provide the components of lease expense included within the Consolidated Statement of Comprehensive Income(Loss) for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Operating lease cost $ 4,701 $ 1,764 $ 1,600 Short-term lease cost 898 720 349 Finance lease cost: Amortization of right-of-use assets 163 — — Interest on lease liabilities 16 — — Sublease income — — (74) Total $ 5,778 $ 2,484 $ 1,875 The following table provides the weighted average remaining lease term and the weighted average discount rate for the Company's leases as of December 31, 2022 and 2021: Year Ended December 31, 2022 December 31, 2021 Operating and Finance lease weighted average remaining lease term (in years): Operating leases 5.3 4.2 Finance leases 4.0 — Year Ended December 31, 2022 December 31, 2021 Operating and Finance lease weighted average discount rate: Operating leases 4.9 % 5.2 % Finance leases 2.2 % — % The following table provides supplemental cash flow information related to leases for the ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,454 $ 1,856 $ 991 Operating cash flows from finance leases 242 — — Right-of-use assets obtained in exchange for new operating lease liabilities 6,773 14,293 486 Right-of-use assets obtained in exchange for new finance lease liabilities $ 1,134 $ — $ — |
Schedule of maturity of operating lease liability | As of December 31, 2022, the Company’s future maturities of operating and finance lease liabilities were as follows: Years ending December 31 Operating Leases Finance Leases 2023 $ 4,706 $ 409 2024 3,572 409 2025 3,238 409 2026 2,610 282 2027 1,062 162 2028 and thereafter 3,474 — Total undiscounted lease liabilities 18,662 1,671 Less: imputed interest (2,279) (166) Net lease liabilities $ 16,383 $ 1,505 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable, Current [Abstract] | |
Schedule of of outstanding convertible notes | The following is the summary of outstanding promissory notes as of December 31, 2022 and 2021 (in thousands): December 31, December 31, Interest rate Principal Amount Carrying Amount* Principal Amount Carrying Amount* Convertible Debenture (a,b) 4.0% $ 4,442 $ 3,928 $ 57,500 $ 57,809 Small Business Association Paycheck Protection Program (c) 1.0% 219 219 311 312 Promissory note (d) 0.2 2,000 2,021 — — Commercial Insurance Premium Finance (e) 5.49% - 7.8% 1,335 1,335 — — Other lending agreements (f) 0.1% - 12.0% 7,673 7,673 — — Total $ 15,669 15,176 $ 57,811 58,121 Less: Current portion (13,219) (58,121) Long-term Note, less current portion $ 1,957 $ — *Carrying amount includes the accrued interest and approximates the fair value because of the short-term nature of these instruments. During the year ended December 31, 2021, the Company issued several convertible debt instruments to YA II PN, the terms of which are summarized in the following table (principal and gross proceeds in thousands): YA II PN Note 1 YA II PN Note 2 YA II PN Note 3 YA II PN Note 4 Principal $ 37,500 $ 37,500 $ 65,000 $ 80,000 Gross proceeds $ 37,500 $ 37,500 $ 65,000 $ 80,000 Interest rate 4.0 % 4.0 % 4.0 % 4.0 % Conversion price $ 2.00 $ 3.31 $ 4.12 $ 4.95 Maturity dates July 4, 2021 July 15, 2021 July 28, 2021 August 8, 2021 |
Schedule of impact to the consolidated statements of operations associated with promissory notes | The following table summarizes the impact to the consolidated statements of operations associated with outstanding promissory notes (in thousands): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Interest expense excluding amortization of debt discount $ 1,839 $ 2,139 $ 1,593 Interest expense related to amortization of debt discount 1,111 — 14,485 Total interest expense $ 2,950 $ 2,139 $ 16,078 Expense due to conversion of notes $ — $ — $ 2,266 (Gain)loss on extinguishment of debt $ — $ (300) $ (8,891) |
Stockholders_ Equity and Conv_2
Stockholders’ Equity and Convertible Redeemable Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 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 for the years ended December 31, 2022 and 2021 (in thousands): January 1, 2021 Initial investment $ 7,047 Accretion of dividend 438 Loss attributable to non-controlling interest (135) Adjustment to redemption value 135 January 1, 2022 7,485 Accretion of dividend 464 Loss attributable to non-controlling interest (206) Adjustment to redemption value 206 Settlement (7,949) December 31, 2022 $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | The following table summarizes stock option activity for the years ended December 31, 2022 and 2021: Options Weighted Weighted Aggregated Outstanding at December 31, 2020 25,087,416 $ 1.29 7.92 $ 18,554,241 Granted 9,562,000 2.49 — — Exercised (5,589,084) 1.50 — 7,731,175 Expired (2,966,509) 1.69 — — Forfeited (4,250,042) 1.10 — — Outstanding at December 31, 2021 21,843,781 1.74 8.06 4,596,393 Granted 13,033,750 0.30 — — Exercised (72,334) 0.53 — — Expired (1,038,796) 2.08 — — Forfeited (526,037) 1.75 — — Outstanding at December 31, 2022 33,240,364 1.17 7.8 — Vested as of December 31, 2022 18,756,614 1.57 6.45 — Expected to vest as of December 31, 2022 14,483,750 0.65 9.53 — |
Schedule of assumptions used to estimate the fair values of the share options | For the options with performance and service conditions, the assumptions used to estimate the fair values of the stock options granted in the year ended December 31, 2022, 2021 and 2020 are as follows: Year ended December 31, 2022 December 31, 2021 December 31, 2020 Expected term (in years) 0.5 - 5.55 4.79 - 7.17 5.15 - 5.52 Expected volatility 96% - 127% 112% - 130% 101% - 122% Expected dividend yield — % — % — % Risk free interest rate 1.69% - 4.58% 0.51% - 1.29% 0.39% - 0.44% For the options with market conditions, the assumptions used to estimate the fair values of the stock options granted in the year ended December 31, 2021 as follows: For the Year Ended December 31, 2021 Expected term (in years) 1.88 Expected volatility 106.92 % Expected dividend yield — % Risk free interest rate 1.31 % |
Schedule of warrants outstanding and exercisable | A summary of the warrants is as follows: 2022 2021 Warrants Outstanding Number of Number of Exercise Expiration Service providers — 200,000 $ 5.00 July 1, 2022 Service providers — 700,000 2.50 February 28, 2022-October 1, 2022 Service providers — 100,000 7.50 January 1, 2023 Service providers — 100,000 9.00 January 1, 2023 Acuitas Capital, LLC 5,000,000 — 0.29 Acuitas Capital, LLC 5,000,000 — 0.29 10,000,000 1,100,000 |
Schedule of unvested restricted shares | A sumary of the unvested restricted shares is as follows: Shares Weighted-average fair value Non-vested restricted shares outstanding at December 31, 2020 — $ — Granted 5,025,000 2.46 Forfeited — — Vested (5,025,000) 2.46 Non-vested restricted shares outstanding at December 31, 2021 — Granted 8,800,000 0.22 Forfeited — — Vested (5,100,000) 0.25 Non-vested restricted shares outstanding at December 31, 2022 3,700,000 0.19 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 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 (USD in thousands, except per share amounts): December 31, 2022 December 31, 2021 December 31, 2020 Net loss $ (260,692) $ (256,009) $ (101,264) Preferred stock dividends (56) — — Net loss attributable to Ideanomics, Inc. common stockholders (260,748) (256,009) (101,264) Basic Basic weighted average common shares outstanding 512,702,986 447,829,204 213,490,535 Diluted Diluted weighted average common shares outstanding 512,702,986 447,829,204 213,490,535 Net loss per share: Basic $ (0.51) $ (0.57) $ (0.47) Diluted $ (0.51) $ (0.57) $ (0.47) |
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 our losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands.) December 31, December 31, December 31, Warrants 10,000 1,100 900 Options and RSUs 42,055 21,859 25,172 Series A Preferred Stock 933 933 933 Series B Preferred Stock 62,500 — — Contingent shares 1,491 1,491 1,013 Convertible promissory note and interest 30,317 30,585 — Total 147,296 55,968 28,018 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of loss before tax and provision for income tax benefit | Loss before tax (after impairment of an equity in loss of equity method investees) and the provision for income tax benefit consists of the following components (in thousands): 2022 2021 2020 Loss before tax, after impairment of and equity in loss of equity method investees United States $ (208,155) $ (256,851) $ (82,999) PRC/Italy/Hong Kong/Malaysia and other (81,672) (11,660) (31,890) (289,827) (268,511) (114,889) Deferred tax expense (benefit) of net operating loss United States - Federal (261) — — United States - State (197) — — PRC/Italy/Hong Kong/Malaysia and other (2,190) (371) (241) (2,648) (371) (241) Deferred tax (benefit) of a decrease in the beginning of the year Valuation allowance as a result of a change in circumstances — — — United States - Federal — (8,873) — United States - State — (1,261) — PRC/Italy/Hong Kong/Malaysia and other — — — — (10,134) — Deferred tax expense (benefit) other than the above two categories United States - Federal (116) (89) — United States - State (218) (1,359) — PRC/Italy/Hong Kong/Malaysia and other (5,030) (58) (3,067) (5,364) (1,506) (3,067) Total deferred income tax (expense) benefit (8,012) (12,011) (3,308) Current tax expense (benefit) other than benefit of net operating loss United States - Federal — — — United States - State 301 225 — PRC/Hong Kong/Singapore/Malaysia — — — Total current income tax (expense) benefit 301 225 — Total income tax expense (benefit) $ (7,711) $ (11,786) $ (3,308) |
Schedule of reconciliation of expected income tax | A reconciliation of the expected income tax derived by the application of the U.S. CIT rate to the Company’s loss before income tax benefit is as follows: 2022 2021 2020 U. S. statutory income tax rate 21.0 % 21.0 % 21.0 % Non-deductible expenses: Non-deductible stock awards (0.5) (0.6) (0.6) Non-deductible impairment or disposal of goodwill (3.2) (10.5) (3.7) Non-deductible acquisition costs (0.1) (0.7) — Non-deductible officers’ compensation (0.1) (0.6) — Non-deductible interest expenses (0.1) (0.2) (2.0) Additional tax cost basis on disposal of subsidiary — 0.4 — Expiration of and disposal of subsidiary NOL carryovers (0.3) (0.5) — Change in state tax rates due to change in state apportionment (0.8) 1.1 1.3 Increase in valuation allowance (16.9) (10.3) (15.7) Tax rate differential(state and foreign) 3.2 5.0 1.3 Non-taxable gain on remeasurement of previously held equity interest Energica 0.9 — — Non-taxable gain Non-deductible (loss) on contingent consideration — 0.9 1.1 Others (0.4) (0.6) 0.2 Effective income tax rate 2.7 % 4.4 % 2.9 % |
Schedule of components of deferred tax assets and liabilities | Deferred income taxes are recognized for future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2022 and 2021 are as follows (in thousands): December 31, December 31, U.S. NOL $ 73,209 $ 46,693 Foreign NOL 14,340 6,554 U.S. capital loss carryover 841 873 U. S. Section 1231 carryover 2,274 2,360 Accrued payroll and expense 963 1,012 Nonqualified options 3,661 2,999 Intangible assets 3,247 — Inventory reserve 884 563 Bad debt allowance 346 281 Impaired assets 28,497 10,728 Urealized losses 345 — Other 218 126 Equity investment loss and others 5,505 5,081 Total deferred tax assets 134,330 77,270 Less: valuation allowance (123,310) (74,972) Property and equipment (292) (357) Intangible assets (12,707) (5,954) Outside basis in domestic subsidiary and other (1,021) (1,060) Total deferred tax liabilities (14,020) (7,371) Net deferred tax assets (liabilities) $ (3,000) $ (5,073) |
Changes in the valuation allowance | The following table reflects the changes in the valuation allowance (in thousands): Valuation allowance - January 1, 2020 $ 30,275 Increase - year ended December 31, 2020 16,457 Valuation allowance - December 31, 2020 46,732 Increase - year ended December 31, 2021 28,240 Valuation allowance - December 31, 2021 74,972 Increase - year ended December 31, 2022 48,338 Valuation allowance - December 31, 2022 $ 123,310 |
Changes in the gross unrecognized tax positions | The following table reflects changes in the gross unrecognized tax positions (in thousands): Unrecognized tax benefits at beginning of year - January 1, 2020 $ — Gross changes - year ended December 31, 2020 — Unrecognized tax benefits at end of year - December 31, 2020 — Gross changes - year ended December 31, 2021 256 Unrecognized tax benefits at end of year - December 31, 2021 256 Gross increases - current year tax positions — Unrecognized tax benefits at end of year - December 31, 2022 $ 256 |
Geographic Areas (Tables)
Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of summarizes geographic information | The following table summarizes geographic information for long-lived assets (in thousands): December 31, 2022 December 31, 2021 United States $ 4,935 $ 1,997 Europe 2,532 — Malaysia 673 26,870 Other 97 728 Total $ 8,237 $ 29,595 |
Contingent Consideration (Table
Contingent Consideration (Tables) | 12 Months Ended |
Dec. 31, 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 contingent consideration arrangements measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total DBOT - Contingent Consideration a $ — $ — $ 649 $ 649 Tree Technology - Contingent Consideration b — — 118 118 Solectrac - Contingent Consideration c — — 100 100 Total $ — $ — $ 867 $ 867 December 31, 2021 Level 1 Level 2 Level 3 Total DBOT - Contingent Consideration a $ — $ — $ 649 $ 649 Tree Technology - Contingent Consideration b — — 250 250 Solectrac - Contingent Consideration c — — 100 100 Total $ — $ — $ 999 $ 999 Note: (a) This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration was valued using the Black-Scholes Merton method. The Company issued 13.1 million shares during the year ended December 31, 2020 and partially satisfied this liability. No shares have been issued in the years ended December 31, 2022 and 2021, respectively. (b) This represents the liability incurred in connection with the acquisition of Tree Technologies during the three months ended December 31, 2019 and as subsequently remeasured as of December 31, 2022 and 2021. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach. (c) This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. |
Schedule of significant inputs and assumptions | The following table summarizes the significant inputs and assumptions used in the model: March 31, 2020 December 31, 2019 Risk-free interest rate 0.1% 1.6 % Expected volatility 30% 30 % Expected term (years) 0.08 0.25 Expected dividend yield — % — % The following table summarizes the significant inputs and assumptions used in the probability-weighted discounted cash flow approach: December 31, 2022 December 31, 2021 Weighted-average cost of capital 15.0% 15.0% Probability 5%-20% 5%-10% December 31, 2022 Risk-free interest rate 3.4 % Expected volatility 25.0 % Expected discount rate 13.1 % |
Schedule of reconciliation of level 3 fair value measurements | The following table summarizes the reconciliation of contingent consideration measured using Level 3 inputs (in thousands): Contingent January 1, 2020 $ 24,656 Measurement period adjustment (1,990) Settlement (8,203) Remeasurement loss/(gain) recognized in the income statement (5,503) December 31, 2020 8,960 Addition 1,639 Remeasurement loss/(gain) recognized in the income statement (9,600) December 31, 2021 999 Remeasurement loss/(gain) recognized in the income statement (131) December 31, 2022 $ 867 |
Organization and Principal Ac_2
Organization and Principal Activities (Details) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 USD ($) | Mar. 28, 2023 USD ($) shares | Mar. 24, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) segment subsidiary businessUnit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Number of operating segments | segment | 1 | ||||||
Number of business units | businessUnit | 2 | ||||||
Cash and cash equivalents | $ 21,929 | $ 269,863 | |||||
Number of subsidiaries requiring capital liquidity requirements | subsidiary | 2 | ||||||
Capital liquidity requirements from subsidiaries | $ 2,200 | ||||||
Accounts payable and accrued expenses | 39,500 | ||||||
Other current liabilities | 13,676 | 7,137 | |||||
Current contingent consideration | 867 | 648 | |||||
Current portion of operating lease liabilities | 4,082 | 3,086 | |||||
Payments of short-term and long-term debt | 5,900 | ||||||
Net loss | (282,116) | (256,725) | $ (111,581) | ||||
Accumulated deficit | (866,450) | (605,758) | |||||
Proceeds from sale of preferred shares, issuance of a convertible note and sale of financial assets | $ 43,000 | ||||||
Total revenue | 100,936 | 114,080 | 26,759 | ||||
Long lived assets | 8,237 | 29,595 | |||||
Restructuring expenses | 1,200 | ||||||
Employee termination costs | 1,100 | ||||||
Other Commitment, Aggregate Committed Investment | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Investments | 7,000 | ||||||
Forecast | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Proceeds from investments | $ 50,000 | ||||||
Standby Equity Purchase Agreement | Subsequent Event | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Remaining shares | shares | 24 | ||||||
Consideration available | $ 2,500 | ||||||
Consideration received on transaction | $ 10,800 | ||||||
PRC | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Cash and cash equivalents | 15,500 | ||||||
Total revenue | 39,100 | $ 29,700 | $ 25,000 | ||||
Long lived assets | $ 100 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) note | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 07, 2021 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of convertible promissory notes | note | 2 | ||||
Provision for depreciation | $ 2,719,000 | $ 833,000 | |||
Impaired related asset retirement costs | 0 | 0 | $ 2,000,000 | ||
Impairment loss | $ 5,600,000 | 38,868,000 | 101,470,000 | 18,089,000 | |
Asset impairments | 91,333,000 | 71,070,000 | 33,230,000 | ||
Inventory | 28,246,000 | 6,159,000 | 0 | ||
Inventories serving as collateral for short-term borrowing | 2,000,000 | 0 | |||
Recorded impairment losses | 0 | 1,500,000 | 200,000 | ||
Impairment of equity method investments | 11,789,000 | 7,864,000 | 16,700,000 | ||
Impairment losses right of use assets | 0 | 100,000 | 6,300,000 | ||
Warranty liability | 600,000 | 500,000 | |||
Foreign currency translation adjustments | (4,300,000) | (200,000) | 100,000 | ||
Escrow trust balances | 9,300,000 | 21,400,000 | 0 | ||
Advertising and marketing costs | 4,000,000 | 2,300,000 | 200,000 | ||
Interest or penalties of uncertain tax positions | 0 | 0 | 0 | ||
Cost method investment | $ 7,500,000 | ||||
Maximum exposure for VIE | 39,100,000 | 50,600,000 | |||
Various Acquisitions | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Asset impairments | $ 43,300,000 | 50,600,000 | 20,400,000 | ||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Fintech Village | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Sale of discontinued operation | 2,800,000 | ||||
Incurred commissions and fees | $ 200,000 | ||||
Furniture and office equipment | Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life of property and equipment | 3 years | ||||
Furniture and office equipment | Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life of property and equipment | 10 years | ||||
Vehicles | Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life of property and equipment | 3 years | ||||
Vehicles | Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life of property and equipment | 5 years | ||||
Electronic equipment | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life of property and equipment | 5 years | ||||
Construction in Progress | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Provision for depreciation | $ 0 | ||||
Impairment of assets | $ 3,300,000 | ||||
Leasehold improvements | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life of property and equipment | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Raw materials | $ 12,043 | $ 245 | |
Work in progress | 10,868 | 90 | |
Finished goods | 11,043 | 6,689 | |
Inventory Reserve | (5,708) | (865) | $ 0 |
Total | $ 28,246 | $ 6,159 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Inventory Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Valuation Reserves [Roll Forward] | ||
Balance at the beginning of the year | $ (865) | $ 0 |
Increases | (4,843) | (865) |
Decreases | 0 | 0 |
Balance at the end of the year | $ (5,708) | $ (865) |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 100,936 | $ 114,080 | $ 26,759 |
Digital advertising services and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 231 | 1,631 |
Title and escrow services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 32,223 | 72,686 | 0 |
Electric vehicle products | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 51,178 | 31,123 | 19,462 |
Electric vehicle services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 250 | 204 | 0 |
Electric motorcycle products and services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 10,469 | 0 | 0 |
Electric motorcycle sponsorship services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,040 | 0 | 0 |
Combustion engine vehicles | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 5,160 |
Charging, battery and powertrain products | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 3,880 | 5,886 | 506 |
Charging, battery and powertrain services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,482 | 2,645 | 0 |
Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 414 | 1,305 | 0 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 51,580 | 84,303 | 1,631 |
Asia | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 40,511 | 29,777 | 25,128 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 8,845 | $ 0 | $ 0 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Liabilities and Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 5,855 | $ 3,338 |
Deferred revenue | 2,749 | 5,392 |
Contract assets | $ 3,579 | $ 2,772 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 100,936 | $ 114,080 | $ 26,759 |
Contract asset | 3,600 | 2,200 | |
Contract asset revenue expected to be recognized | 3,600 | ||
Recognized revenue | 3,975 | 650 | 500 |
Grant | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 300 | $ 1,300 | $ 0 |
Revenue - Schedule of Deferred
Revenue - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract With Customer, Liability [Roll Forward] | |||
Beginning balance | $ 5,392 | $ 2,879 | |
Revenue recognized, included in beginning balance | (3,975) | (650) | $ (500) |
Additions, net of revenue recognized during period, and other | 1,332 | 3,163 | |
Ending Balance | $ 2,749 | $ 5,392 | $ 2,879 |
Available-for-Sale Securities -
Available-for-Sale Securities - Information on Securities (Details) | 12 Months Ended | ||
Jan. 28, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Securities, Available-for-sale [Line Items] | |||
Cost | $ 15,000,000 | ||
Interest | 833,000 | ||
Unrealized Gains | 4,000 | ||
Unrealized Losses | (20,000) | ||
Impairment | (15,817,000) | ||
Estimated Fair Value | 0 | ||
Principal | $ 57,811,000 | $ 15,669,000 | |
Debt securities, available for sale, accrued interest, after allowance for credit loss, current, statement of financial position | Interest | ||
Silk EV Note | Convertible Debenture | |||
Debt Securities, Available-for-sale [Line Items] | |||
Principal | $ 15,000,000 | ||
Interest rate of convertible note | 6% | ||
Conversion ratio (as a percent) | 0.80 | ||
Silk EV | Convertible promissory note and interest | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | $ 15,000,000 | $ 15,000,000 | |
Interest | 833,000 | ||
Unrealized Gains | 4,000 | ||
Unrealized Losses | (20,000) | ||
Impairment | (15,817,000) | ||
Estimated Fair Value | $ 15,000,000 | $ 0 |
Notes Receivable from Third P_3
Notes Receivable from Third Parties - Schedule (Details) € in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Jul. 29, 2022 USD ($) payment | May 20, 2022 EUR (€) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 30, 2021 USD ($) | Aug. 30, 2021 EUR (€) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Notes receivable from third parties, net | $ 31,653,000 | $ 31,653,000 | $ 54,907,000 | ||||||||
Principal | $ 15,669,000 | $ 15,669,000 | 57,811,000 | ||||||||
Via Motor Note | Convertible Debenture | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Interest rate | 4% | 4% | 4% | 4% | 4% | ||||||
Inobat Note | Convertible Debenture | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Interest rate | 8% | 8% | |||||||||
Timios Promissory Note | Mortgages | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Principal | $ 500,000 | ||||||||||
Proceeds from sale of notes receivable | $ 300,000 | ||||||||||
Loss on sale of notes receivable | $ 200,000 | ||||||||||
Convertible promissory note and interest | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Cost | 89,550,000 | 89,550,000 | 54,319,000 | ||||||||
Interest | 3,699,000 | 3,699,000 | 588,000 | ||||||||
Unrealized Gains | 0 | 0 | 0 | ||||||||
Unrealized Losses | (1,083,000) | (1,083,000) | 0 | ||||||||
Impairment | (60,513,000) | (60,513,000) | 0 | ||||||||
Notes receivable from third parties, net | 31,653,000 | 31,653,000 | 54,907,000 | ||||||||
VIA Motors International, Inc. | Convertible promissory note and interest | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Cost | 63,218,000 | 63,218,000 | 42,500,000 | $ 42,500,000 | |||||||
Interest | 2,603,000 | 2,603,000 | 578,000 | ||||||||
Unrealized Gains | 0 | 0 | 0 | ||||||||
Unrealized Losses | 0 | 0 | 0 | ||||||||
Impairment | (34,213,000) | (34,213,000) | 0 | ||||||||
Notes receivable from third parties, net | 31,608,000 | 31,608,000 | 43,078,000 | ||||||||
Via Motors International, Inc Note Two | Via Motor Note | Convertible Debenture | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Principal | € | € 16.3 | € 2.2 | |||||||||
Notes receivable from related party | 4,600,000 | $ 4,400,000 | $ 5,100,000 | ||||||||
Inobat | Convertible promissory note and interest | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Cost | 11,819,000 | 11,819,000 | 11,819,000 | $ 11,400,000 | € 10 | ||||||
Interest | 863,000 | 863,000 | 10,000 | ||||||||
Unrealized Gains | 0 | 0 | 0 | ||||||||
Unrealized Losses | (1,083,000) | (1,083,000) | 0 | ||||||||
Impairment | (11,599,000) | (11,599,000) | 0 | ||||||||
Notes receivable from third parties, net | 0 | 0 | $ 11,829,000 | ||||||||
Timios | Three Point Five Percentage Mortgage Promissory Notes | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Interest rate | 3.50% | ||||||||||
Timios | Four Point Eight Seven Five Percentage Mortgage Promissory Notes | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Interest rate | 4.875% | ||||||||||
Timios | Mortgage Promissory Notes Member | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Periodic payment | 3,000 | ||||||||||
Timios | Convertible promissory note and interest | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Cost | 0 | 0 | |||||||||
Interest | 0 | 0 | |||||||||
Unrealized Gains | 0 | 0 | |||||||||
Unrealized Losses | 0 | 0 | |||||||||
Impairment | 0 | 0 | |||||||||
Notes receivable from third parties, net | 0 | 0 | |||||||||
Green Power Motor Company | Convertible promissory note and interest | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Cost | 45,000 | 45,000 | |||||||||
Interest | 0 | 0 | |||||||||
Unrealized Gains | 0 | 0 | |||||||||
Unrealized Losses | 0 | 0 | |||||||||
Impairment | 0 | 0 | |||||||||
Notes receivable from third parties, net | 45,000 | 45,000 | |||||||||
Notes receivable, face amount | $ 43,500 | ||||||||||
Fixed interest rate | 7.50% | ||||||||||
Number of consecutive monthly payments | payment | 80 | ||||||||||
Via Motor Note Two | Convertible promissory note and interest | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Cost | 14,468,000 | 14,468,000 | |||||||||
Interest | 233,000 | 233,000 | |||||||||
Unrealized Gains | 0 | 0 | |||||||||
Unrealized Losses | 0 | 0 | |||||||||
Impairment | (14,701,000) | (14,701,000) | |||||||||
Notes receivable from third parties, net | $ 0 | $ 0 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) shares in Thousands, € in Millions, ¥ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Nov. 29, 2022 USD ($) | Nov. 29, 2022 CNY (¥) | Jul. 12, 2022 shares | Mar. 14, 2022 USD ($) | 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 ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 07, 2022 | Sep. 15, 2021 | Jun. 30, 2021 | Apr. 21, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Mar. 03, 2021 | Dec. 31, 2019 USD ($) | |
Acquisitions and Divestitures | ||||||||||||||||||||||
Gain on remeasurement of investment | $ 10,965,000 | $ 2,915,000 | $ 0 | |||||||||||||||||||
Amortization expense relating to intangible assets | 6,000,000 | 5,500,000 | 5,200,000 | |||||||||||||||||||
Contingent consideration | $ 999,000 | 867,000 | 999,000 | |||||||||||||||||||
Change in fair value of contingent consideration, net | (131,000) | (9,600,000) | (5,503,000) | |||||||||||||||||||
Gross profit margins | (815,000) | 23,228,000 | 2,057,000 | |||||||||||||||||||
Goodwill | 16,161,000 | 37,775,000 | 16,161,000 | 705,000 | $ 31,654,000 | |||||||||||||||||
(Loss) Gain on disposal of subsidiaries, net | $ (276,000) | (1,264,000) | $ 276,000 | |||||||||||||||||||
Energica Motor Company, Inc. | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Ownership percentage, equity method | 72.40% | 20% | ||||||||||||||||||||
Energica Motor Company, Inc. | Energica Founders | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Ownership percentage, equity method | 27.60% | |||||||||||||||||||||
Energica | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Ownership percentage, equity method | 27.60% | 20% | ||||||||||||||||||||
Tender offer cost | $ 60,300,000 | € 52.5 | ||||||||||||||||||||
Ownership percentage threshold | 90% | |||||||||||||||||||||
Fair value of non controlling interest | $ 24,800,000 | |||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Percentage of ownership interest | 100% | 100% | ||||||||||||||||||||
FNL | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Percentage of ownership interest | 29% | 29% | ||||||||||||||||||||
Amer Global Technology Limited | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Percentage of ownership interest | 10% | |||||||||||||||||||||
Seven Stars Energy Ptd. Ltd. | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Percentage of ownership interest | 51% | 51% | ||||||||||||||||||||
Loss on disposal | 200,000 | |||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
(Loss) Gain on disposal of subsidiaries, net | (1,200,000) | |||||||||||||||||||||
Amer Global Technology Limited | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
(Loss) Gain on disposal of subsidiaries, net | $ 300,000 | |||||||||||||||||||||
Bad debt expense | $ 200,000 | |||||||||||||||||||||
Shandong | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Ownership interest disposed | 80% | 80% | ||||||||||||||||||||
Proceeds from disposal | $ 500,000 | ¥ 2.7 | ||||||||||||||||||||
Shandong | Minority Shareholder | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Ownership interest disposed | 70% | 70% | ||||||||||||||||||||
Proceeds from disposal | $ 400,000 | ¥ 2.4 | ||||||||||||||||||||
Shandong | Third Party | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Loss on disposal | 100,000 | |||||||||||||||||||||
Ownership interest disposed | 10% | 10% | ||||||||||||||||||||
Proceeds from disposal | $ 100,000 | ¥ 0.3 | ||||||||||||||||||||
Timios Holdings Corp | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 46,576,000 | |||||||||||||||||||||
Revenue | 32,200,000 | |||||||||||||||||||||
Net loss | 16,300,000 | |||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | |||||||||||||||||||||
Purchase price, net of cash acquired | 40,000,000 | |||||||||||||||||||||
Cash acquired from acquisition | 6,500,000 | |||||||||||||||||||||
Escrow trust balances | 5,100,000 | |||||||||||||||||||||
Total purchase price paid | 46,576,000 | |||||||||||||||||||||
Goodwill | $ 21,824,000 | |||||||||||||||||||||
WAVE | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 15,000,000 | |||||||||||||||||||||
Purchase price on cash | $ 15,000,000 | |||||||||||||||||||||
Revenue | 2,700,000 | |||||||||||||||||||||
Net loss | $ 14,000,000 | |||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | 100% | ||||||||||||||||||||
Escrow trust balances | $ 5,000,000 | |||||||||||||||||||||
Number of common stock issued (in shares) | shares | 12,600 | 500 | ||||||||||||||||||||
Value of common stock issued | $ 40,000,000 | |||||||||||||||||||||
Total purchase price paid | $ 55,034,000 | |||||||||||||||||||||
Common stock be held back at closing (in shares) | shares | 3,600 | |||||||||||||||||||||
Number of earnouts | earnout | 3 | |||||||||||||||||||||
Payment of additional purchase price | $ 30,000,000 | |||||||||||||||||||||
Gross profit margins | 10,000,000 | |||||||||||||||||||||
Sales tax obligation | 800,000 | |||||||||||||||||||||
Receivable recorded | 800,000 | 800,000 | ||||||||||||||||||||
Historic net operating losses | 7,700,000 | |||||||||||||||||||||
Reduction of deferred tax assets | 1,400,000 | 1,400,000 | ||||||||||||||||||||
Increase to goodwill | 1,400,000 | |||||||||||||||||||||
Goodwill | $ 35,689,000 | |||||||||||||||||||||
US Hybrid | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 30,139,000 | |||||||||||||||||||||
Revenue | $ 3,000,000 | |||||||||||||||||||||
Net loss | 9,600,000 | |||||||||||||||||||||
Percentage of voting equity interests acquired | 100% | |||||||||||||||||||||
Escrow trust balances | $ 1,000,000 | |||||||||||||||||||||
Number of common stock issued (in shares) | shares | 6,600 | 6,600 | ||||||||||||||||||||
Value of common stock issued | $ 20,900,000 | |||||||||||||||||||||
Total purchase price paid | $ 51,016,000 | |||||||||||||||||||||
Common stock be held back at closing (in shares) | shares | 6,600 | |||||||||||||||||||||
Maximum earnout over three years | $ 16,700,000 | |||||||||||||||||||||
Contingent consideration | 300,000 | |||||||||||||||||||||
Equity interest percentage | 100% | |||||||||||||||||||||
Escrow deposit period | 90 days | |||||||||||||||||||||
Goodwill | $ 42,218,000 | |||||||||||||||||||||
US Hybrid | Previously Reported [Member] | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Purchase price on cash | 30,000,000 | |||||||||||||||||||||
Total purchase price paid | $ 50,000,000 | |||||||||||||||||||||
Solectrac | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 18,025,000 | |||||||||||||||||||||
Purchase price on cash | $ 17,700,000 | |||||||||||||||||||||
Revenue | 10,900,000 | |||||||||||||||||||||
Net loss | 15,200,000 | |||||||||||||||||||||
Percentage of voting equity interests acquired | 78.60% | |||||||||||||||||||||
Escrow trust balances | $ 2,000,000 | |||||||||||||||||||||
Total purchase price paid | 24,952,000 | |||||||||||||||||||||
Maximum earnout over three years | 6,000,000 | |||||||||||||||||||||
Contingent consideration | 1,600,000 | 100,000 | 100,000 | 100,000 | ||||||||||||||||||
Net working capital | $ 300,000 | |||||||||||||||||||||
Equity interest percentage | 21.40% | |||||||||||||||||||||
Equity ownership percentage | 100% | |||||||||||||||||||||
Gain on remeasurement of investment | 2,900,000 | |||||||||||||||||||||
Number of earnouts | earnout | 3 | |||||||||||||||||||||
Percent of battery power | 100% | |||||||||||||||||||||
Goodwill | $ 17,714,000 | |||||||||||||||||||||
Solectrac | Other Operating Income (Expense) | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Change in fair value of contingent consideration, net | 1,500,000 | |||||||||||||||||||||
Solectrac | Employee Performance And Retention Plan | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Maximum earnout over three years | $ 3,000,000 | |||||||||||||||||||||
Acquisitions In 2021 | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Amortization expense relating to intangible assets | 3,200,000 | |||||||||||||||||||||
Goodwill | $ 117,400,000 | 117,400,000 | ||||||||||||||||||||
Expected tax deductible amount of goodwill | 0 | |||||||||||||||||||||
Energica | ||||||||||||||||||||||
Acquisitions and Divestitures | ||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 58,140,000 | |||||||||||||||||||||
Purchase price on cash | 2,000,000 | |||||||||||||||||||||
Amortization expense relating to intangible assets | 3,200,000 | |||||||||||||||||||||
Revenue | 11,500,000 | |||||||||||||||||||||
Net loss | 35,100,000 | |||||||||||||||||||||
Total purchase price paid | 105,101,000 | |||||||||||||||||||||
Goodwill | $ 60,394,000 | |||||||||||||||||||||
Expected tax deductible amount of goodwill | 0 | |||||||||||||||||||||
Transaction costs | $ 300,000 | $ 1,400,000 |
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 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets acquired | |||||||||
Goodwill | $ 37,775 | $ 16,161 | $ 705 | $ 31,654 | |||||
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 | 1,024 | ||||||||
Goodwill | 60,394 | ||||||||
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 | Technology | |||||||||
Assets acquired | |||||||||
Intangible assets | $ 18,603 | ||||||||
Liabilities assumed: | |||||||||
Weighted average useful life | 8 years | ||||||||
Energica | Customer relationships | |||||||||
Assets acquired | |||||||||
Intangible assets | $ 14,226 | ||||||||
Liabilities assumed: | |||||||||
Weighted average useful life | 13 years | ||||||||
Energica | Trademarks and Trade Names | |||||||||
Assets acquired | |||||||||
Intangible assets | $ 14,496 | ||||||||
Liabilities assumed: | |||||||||
Weighted average useful life | 25 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 | 11 years 1 month 6 days | ||||||||
Timios | Trade name | |||||||||
Assets acquired | |||||||||
Intangible assets | $ 8,426 | ||||||||
Liabilities assumed: | |||||||||
Weighted average useful life | 13 years | ||||||||
Timios | Lender relationships | |||||||||
Assets acquired | |||||||||
Intangible assets | $ 16,600 | ||||||||
Liabilities assumed: | |||||||||
Weighted average useful life | 5 years | ||||||||
Timios | License content | |||||||||
Assets acquired | |||||||||
Intangible assets | $ 1,000 | ||||||||
Liabilities assumed: | |||||||||
Weighted average useful life | 13 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 | Mar. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
2023 remaining | $ 4,889 | ||
2024 | 4,875 | ||
2025 | 4,875 | ||
2026 | 4,833 | ||
2027 | 4,722 | ||
2028 and beyond | 28,049 | ||
Total | 52,243 | $ 42,015 | |
Customer relationships | |||
Business Acquisition [Line Items] | |||
Total | 13,113 | 0 | |
Technology | |||
Business Acquisition [Line Items] | |||
Total | 16,269 | $ 0 | |
Acquisitions In 2021 | |||
Business Acquisition [Line Items] | |||
2023 remaining | 933 | ||
2024 | 933 | ||
2025 | 933 | ||
2026 | 933 | ||
2027 | 933 | ||
2028 and beyond | 3,974 | ||
Total | 8,639 | ||
Energica | |||
Business Acquisition [Line Items] | |||
2023 remaining | 4,000 | ||
2024 | 4,000 | ||
2025 | 4,000 | ||
2026 | 4,000 | ||
2027 | 4,000 | ||
2028 and beyond | 24,145 | ||
Total | $ 44,145 | ||
Weighted average useful life | 14 years 8 months 12 days | ||
Energica | Customer relationships | |||
Business Acquisition [Line Items] | |||
Weighted average useful life | 13 years | ||
Energica | Technology | |||
Business Acquisition [Line Items] | |||
Weighted average useful life | 8 years | ||
Energica | Trademarks and Trade Names | |||
Business Acquisition [Line Items] | |||
Weighted average useful life | 25 years |
Accounts Receivable - Accounts
Accounts Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable, gross | $ 6,201 | $ 4,945 |
Less: allowance for doubtful accounts | (346) | (1,607) |
Accounts receivable, net | $ 5,855 | $ 3,338 |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Changes in the allowance for doubtful accounts | $ 348 | $ 350 | $ 1,219 | |
Accounts receivable | 346 | 1,607 | $ 1,219 | $ 0 |
Guizhou Qianxi Green Environmentally Friendly Taxi Service Co | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Taxi commission revenue receivables | 0 | 1,300 | ||
Changes in the allowance for doubtful accounts | $ 300 | |||
Accounts receivable | $ 400 |
Accounts Receivable - Allowance
Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at the beginning of the year | $ (1,607) | $ (1,219) | $ 0 |
Increase in the allowance for doubtful accounts | (348) | (350) | (1,219) |
Write offs of accounts receivable | 1,603 | 0 | 0 |
Effect of change in foreign currency exchange rates | 6 | (38) | 0 |
Balance at the end of the year | $ (346) | $ (1,607) | $ (1,219) |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property and Equipment net | ||
Total property and equipment | $ 11,791 | $ 3,738 |
Less: accumulated depreciation | (2,719) | (833) |
Property and equipment, net | 9,072 | 2,905 |
Furniture and office equipment | ||
Property and Equipment net | ||
Total property and equipment | 2,753 | 1,432 |
Vehicles | ||
Property and Equipment net | ||
Total property and equipment | 1,257 | 900 |
Leasehold improvements | ||
Property and Equipment net | ||
Total property and equipment | 4,577 | 581 |
Shop equipment | ||
Property and Equipment net | ||
Total property and equipment | $ 3,204 | $ 825 |
Property and Equipment net - Ad
Property and Equipment net - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Oct. 10, 2018 USD ($) a | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 2,200 | $ 500 | $ 100 | |
Asset retirement obligations | $ 8,000 | |||
Asset impairments | $ 130,201 | 172,540 | $ 51,319 | |
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Fintech Village | ||||
Property, Plant and Equipment [Line Items] | ||||
Consideration for sale of subsidiary | 2,800 | |||
Land and Building | ||||
Property, Plant and Equipment [Line Items] | ||||
Asset retirement obligations | 2,000 | |||
Capitalized cost related to the legal and architect costs | 2,700 | |||
Building | ||||
Property, Plant and Equipment [Line Items] | ||||
Asset impairments | 300 | |||
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Asset impairments | $ 300 | |||
University of Connecticut | ||||
Property, Plant and Equipment [Line Items] | ||||
Area of property (in acres) | a | 58 | |||
Purchase price | $ 5,200 |
Property and Equipment, net - A
Property and Equipment, net - Asset Retirement Obligation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Beginning balance | $ 4,653 |
Liabilities Incurred | 0 |
Remediation Performed | 0 |
Accretion Expense | 0 |
Derecognition | (4,653) |
Ending balance | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) businessUnit segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Number of operating segments | segment | 1 | ||
Number of reporting units | businessUnit | 7 | ||
Impairment of Intangible Assets (Excluding Goodwill) | $ 91,333 | $ 71,070 | $ 33,230 |
Asset impairment | 29,700 | 13,900 | 20,500 |
Amortization expense relating to intangible assets | $ 6,000 | $ 5,500 | $ 5,200 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Goodwill Roll Forward (Details) $ in Thousands, € in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Goodwill [Roll Forward] | |||||
Beginning balance | $ 16,161 | $ 705 | $ 31,654 | ||
Measurement period adjustments | 1,280 | 186 | (12,848) | ||
Effect of change in foreign currency exchange rates | (1,192) | (1) | (12) | ||
Impairment loss | $ (5,600) | (38,868) | (101,470) | (18,089) | |
Acquisitions | 60,394 | 117,445 | |||
Disposal of Grapevine | (704) | ||||
Ending balance | 37,775 | 16,161 | 705 | ||
Asset impairments | 91,333 | 71,070 | 33,230 | ||
Energica | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | (22,700) | € (21.1) | |||
Timios Reporting Unit | Trade name | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | (700) | ||||
Timios Reporting Unit | Lender relationships | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | $ (13,200) | ||||
DBOT | |||||
Goodwill [Roll Forward] | |||||
Asset impairments | 9,300 | ||||
Tree Technologies | Revision of Prior Period, Error Correction, Adjustment [Member] | |||||
Goodwill [Roll Forward] | |||||
Beginning balance | $ 8,300 | ||||
WAVE | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | (35,700) | ||||
US Hybrid | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | (42,200) | ||||
Solectrac | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | $ (17,700) | ||||
Timios | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | $ (16,200) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortizing and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Jan. 15, 2021 | Dec. 31, 2021 | Sep. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 11, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | |
Amortizing Intangible Assets | ||||||||||
Gross Carrying Amount | $ 98,775 | $ 105,110 | $ 98,775 | |||||||
Accumulated Amortization | (6,142) | (9,550) | (6,142) | |||||||
Impairment Loss | (50,618) | (43,317) | (50,618) | |||||||
Total | 42,015 | 52,243 | 42,015 | |||||||
Total intangible assets | ||||||||||
Gross Carrying Amount | 99,306 | 105,641 | 99,306 | |||||||
Impairment Loss | (50,618) | (43,323) | (50,618) | |||||||
Net Balance | 42,546 | 52,768 | 42,546 | |||||||
Asset impairments | 91,333 | 71,070 | $ 33,230 | |||||||
Timios Title Plant E | ||||||||||
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) | |||||||||
Net Balance | 6 | 6 | ||||||||
Patent | ||||||||||
Indefinite lived intangible assets | ||||||||||
Gross Carrying Amount | 0 | $ 0 | 0 | |||||||
Net Balance | 0 | 0 | ||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||
Total intangible assets | ||||||||||
Percentage of ownership interest | 100% | 100% | ||||||||
DBOT | ||||||||||
Total intangible assets | ||||||||||
Asset impairments | 9,300 | |||||||||
Intangible assets acquired | $ 8,300 | |||||||||
Percentage of ownership interest acquired | 99% | |||||||||
Tree Technologies | ||||||||||
Total intangible assets | ||||||||||
Value of capital stock issued | 11,300 | |||||||||
Percentage of ownership interest acquired | 51% | |||||||||
WAVE | ||||||||||
Total intangible assets | ||||||||||
Value of capital stock issued | $ 28,616 | |||||||||
Percentage of ownership interest acquired | 100% | 100% | ||||||||
Solectrac | ||||||||||
Total intangible assets | ||||||||||
Percentage of ownership interest acquired | 78.60% | |||||||||
Percent of battery power | 100% | |||||||||
Timios | ||||||||||
Total intangible assets | ||||||||||
Percentage of ownership interest acquired | 100% | |||||||||
Continuing membership agreements | ||||||||||
Amortizing Intangible Assets | ||||||||||
Weighted Average Remaining Useful Life (in years) | 16 years 6 months | |||||||||
Gross Carrying Amount | 1,179 | $ 1,179 | 1,179 | |||||||
Accumulated Amortization | (649) | (679) | (649) | |||||||
Impairment Loss | 0 | (500) | 0 | |||||||
Total | 530 | $ 0 | 530 | |||||||
Total intangible assets | ||||||||||
Asset impairments | $ 7,100 | |||||||||
Value of capital stock issued | 600 | |||||||||
Continuing membership agreements | DBOT | ||||||||||
Total intangible assets | ||||||||||
Asset impairments | $ 30 | |||||||||
Patents, trademarks and brands | ||||||||||
Amortizing Intangible Assets | ||||||||||
Weighted Average Remaining Useful Life (in years) | 37 years 2 months 12 days | |||||||||
Gross Carrying Amount | 39,820 | $ 22,974 | 39,820 | |||||||
Accumulated Amortization | (2,715) | (1,625) | (2,715) | |||||||
Impairment Loss | (30,492) | (1,520) | (30,492) | |||||||
Total | 6,613 | $ 19,829 | 6,613 | |||||||
Customer relationships | ||||||||||
Amortizing Intangible Assets | ||||||||||
Weighted Average Remaining Useful Life (in years) | 13 years 8 months 12 days | |||||||||
Gross Carrying Amount | 0 | $ 13,937 | 0 | |||||||
Accumulated Amortization | 0 | (824) | 0 | |||||||
Impairment Loss | 0 | 0 | 0 | |||||||
Total | 0 | $ 13,113 | 0 | |||||||
Land | ||||||||||
Amortizing Intangible Assets | ||||||||||
Weighted Average Remaining Useful Life (in years) | 96 years | |||||||||
Gross Carrying Amount | 27,102 | $ 25,653 | 27,102 | |||||||
Accumulated Amortization | (411) | (649) | (411) | |||||||
Impairment Loss | 0 | (25,004) | 0 | |||||||
Total | 26,691 | $ 0 | 26,691 | |||||||
Licenses | ||||||||||
Amortizing Intangible Assets | ||||||||||
Weighted Average Remaining Useful Life (in years) | 21 years 9 months 18 days | |||||||||
Gross Carrying Amount | 1,000 | $ 1,141 | 1,000 | |||||||
Accumulated Amortization | (65) | (148) | (65) | |||||||
Impairment Loss | 0 | 0 | 0 | |||||||
Total | 935 | $ 993 | 935 | |||||||
Lender relationships | ||||||||||
Amortizing Intangible Assets | ||||||||||
Weighted Average Remaining Useful Life (in years) | 5 years | |||||||||
Gross Carrying Amount | 16,600 | $ 16,600 | 16,600 | |||||||
Accumulated Amortization | (1,638) | (2,034) | (1,638) | |||||||
Impairment Loss | (12,550) | (12,548) | (12,550) | |||||||
Total | 2,412 | $ 2,018 | 2,412 | |||||||
Internally developed software | ||||||||||
Amortizing Intangible Assets | ||||||||||
Weighted Average Remaining Useful Life (in years) | 1 year 7 months 6 days | |||||||||
Gross Carrying Amount | 452 | $ 760 | 452 | |||||||
Accumulated Amortization | (76) | (266) | (76) | |||||||
Impairment Loss | 0 | (494) | 0 | |||||||
Total | 376 | $ 0 | 376 | |||||||
Software | ||||||||||
Amortizing Intangible Assets | ||||||||||
Weighted Average Remaining Useful Life (in years) | 9 years 8 months 12 days | |||||||||
Gross Carrying Amount | 4,492 | $ 4,491 | 4,492 | |||||||
Accumulated Amortization | (178) | (1,288) | (178) | |||||||
Impairment Loss | 0 | (3,182) | 0 | |||||||
Total | 4,314 | 21 | 4,314 | |||||||
Total intangible assets | ||||||||||
Asset impairments | $ 1,200 | |||||||||
Non-compete | ||||||||||
Amortizing Intangible Assets | ||||||||||
Weighted Average Remaining Useful Life (in years) | 0 years | |||||||||
Gross Carrying Amount | 520 | $ 0 | 520 | |||||||
Accumulated Amortization | (57) | 0 | (57) | |||||||
Impairment Loss | (463) | 0 | (463) | |||||||
Total | 0 | $ 0 | 0 | |||||||
Technology | ||||||||||
Amortizing Intangible Assets | ||||||||||
Weighted Average Remaining Useful Life (in years) | 7 years 2 months 12 days | |||||||||
Gross Carrying Amount | 7,460 | $ 18,225 | 7,460 | |||||||
Accumulated Amortization | (347) | (1,956) | (347) | |||||||
Impairment Loss | (7,113) | 0 | (7,113) | |||||||
Total | 0 | $ 16,269 | 0 | |||||||
Marketing and distribution agreement | ||||||||||
Total intangible assets | ||||||||||
Asset impairments | 12,500 | |||||||||
Other | ||||||||||
Amortizing Intangible Assets | ||||||||||
Weighted Average Remaining Useful Life (in years) | 10 months 24 days | |||||||||
Gross Carrying Amount | 150 | $ 150 | 150 | |||||||
Accumulated Amortization | (6) | (81) | (6) | |||||||
Impairment Loss | 0 | (69) | 0 | |||||||
Total | $ 144 | $ 0 | $ 144 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Amortization Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 4,889 | |
2024 | 4,875 | |
2025 | 4,875 | |
2026 | 4,833 | |
2027 | 4,722 | |
2028 | 28,049 | |
Total | $ 52,243 | $ 42,015 |
Long-term Investments - Composi
Long-term Investments - Composition of Long-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | |||
Non-marketable equity investments | $ 7,500 | $ 7,500 | |
Equity method investments | 2,784 | 28,088 | $ 3,700 |
Total | $ 10,284 | $ 35,588 |
Long-term Investments - Additio
Long-term Investments - Additional Information (Details) $ / shares in Units, € in Millions | 7 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Aug. 02, 2021 USD ($) | Aug. 02, 2021 EUR (€) | Jul. 26, 2021 USD ($) | Jun. 11, 2021 USD ($) | Apr. 20, 2021 USD ($) $ / shares shares | Mar. 03, 2021 shares | Nov. 19, 2020 USD ($) $ / shares shares | Oct. 22, 2020 USD ($) $ / shares shares | Aug. 13, 2021 USD ($) | Aug. 13, 2021 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 EUR (€) | May 20, 2022 EUR (€) shares | Sep. 15, 2021 | Aug. 13, 2021 EUR (€) | Jun. 30, 2021 | Apr. 21, 2021 | Mar. 31, 2021 | Jan. 28, 2021 USD ($) seat | Jan. 28, 2021 EUR (€) seat | Dec. 20, 2019 USD ($) | Dec. 20, 2019 EUR (€) | |
Long-term Investments | ||||||||||||||||||||||||
Dividends received | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||
Investment cost | $ 1,300,000 | |||||||||||||||||||||||
Equity method investments | 2,784,000 | 28,088,000 | 3,700,000 | |||||||||||||||||||||
Initial investment | 3,477,000 | 38,070,000 | ||||||||||||||||||||||
Number of seats on the board of directors | seat | 4 | 4 | ||||||||||||||||||||||
Impairment of equity method investments | 11,789,000 | 7,864,000 | 16,700,000 | |||||||||||||||||||||
Solectrac | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Shares acquired (in shares) | shares | 1,400,000 | |||||||||||||||||||||||
Percentage of shares acquired | 15% | |||||||||||||||||||||||
Purchase price (in dollars per share) | $ / shares | $ 0.91 | |||||||||||||||||||||||
Additional share price (in dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||||
FNL | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Common stock issued to equity method investee (in shares) | shares | 100,000 | |||||||||||||||||||||||
Shares subscribed but not issued (in shares) | shares | 600,000 | |||||||||||||||||||||||
Equity investment conversion (in shares) | shares | 30,902 | |||||||||||||||||||||||
Common Stock | FNL | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 8.09 | |||||||||||||||||||||||
Conversion amount for future equity | $ 250,000 | |||||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Percentage of ownership interest | 100% | 100% | ||||||||||||||||||||||
FNL | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Percentage of ownership interest | 29% | 29% | ||||||||||||||||||||||
Cash | FNL | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Equity method investments | $ 2,900,000 | |||||||||||||||||||||||
Solectrac | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Shares acquired (in shares) | shares | 1,300,000 | |||||||||||||||||||||||
Equity method investment | $ 1,300,000 | |||||||||||||||||||||||
Ownership percentage, equity method | 24.30% | |||||||||||||||||||||||
Equity method investments | 0 | 2,556,000 | ||||||||||||||||||||||
Initial investment | 0 | |||||||||||||||||||||||
Impairment of equity method investments | 0 | |||||||||||||||||||||||
MDI Fund | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Equity method investment | $ 25,000,000 | |||||||||||||||||||||||
Equity method investments | 0 | 3,765,000 | 0 | |||||||||||||||||||||
Initial investment | $ 600,000 | 401,000 | 4,646,000 | |||||||||||||||||||||
Impairment of equity method investments | 3,102,000 | 0 | ||||||||||||||||||||||
TM2 | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Ownership percentage, equity method | 10% | 10% | ||||||||||||||||||||||
Equity method investments | 0 | 1,144,000 | ||||||||||||||||||||||
Initial investment | 7,226,000 | |||||||||||||||||||||||
Number of seats on the board of directors | seat | 1 | 1 | ||||||||||||||||||||||
Impairment of equity method investments | 6,746,000 | 7,864,000 | ||||||||||||||||||||||
PEA | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Ownership percentage, equity method | 30% | |||||||||||||||||||||||
Equity method investment (in shares) | shares | 11,175 | |||||||||||||||||||||||
Equity method investments | 0 | 9,138,000 | 0 | |||||||||||||||||||||
Initial investment | $ 9,100,000 | € 7.5 | 0 | 9,138,000 | ||||||||||||||||||||
Impairment of equity method investments | 0 | 0 | ||||||||||||||||||||||
FNL | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Equity method investments | 0 | 2,856,000 | 0 | |||||||||||||||||||||
Initial investment | 0 | 3,505,000 | ||||||||||||||||||||||
Impairment of equity method investments | $ 1,941,000 | 0 | ||||||||||||||||||||||
Energica | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Ownership percentage, equity method | 27.60% | 27.60% | 20% | |||||||||||||||||||||
Equity method investments | $ 0 | 12,329,000 | 0 | |||||||||||||||||||||
Initial investment | 0 | 13,555,000 | ||||||||||||||||||||||
Impairment of equity method investments | 0 | 0 | ||||||||||||||||||||||
Non Marketable Equity Investments | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Impairment loss with respect to one non-marketable equity investment | 0 | $ 4,500,000 | $ 200,000 | |||||||||||||||||||||
Non Marketable Equity Investments | TM2 | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Equity method investment | $ 5,900,000 | € 5 | $ 1,800,000 | € 1.5 | ||||||||||||||||||||
Increase in investment | $ 4,100,000 | € 3.5 | ||||||||||||||||||||||
Threshold of equity financing | $ 6,800,000 | € 5 | ||||||||||||||||||||||
Pre-investment valuation amount | $ 11,100,000 | € 10 | ||||||||||||||||||||||
Current valuation amount | $ 12,500,000 | € 11 | ||||||||||||||||||||||
Non Marketable Equity Investments | Orange Grid | Timios | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Equity method investments | € | € 3 | |||||||||||||||||||||||
Shares purchased | shares | 6,600,000 | |||||||||||||||||||||||
Solectrac | ||||||||||||||||||||||||
Long-term Investments | ||||||||||||||||||||||||
Cash paid at closing, including working capital estimates | $ 17,700,000 | |||||||||||||||||||||||
Equity ownership percentage | 100% |
Long-term Investments - Equity
Long-term Investments - Equity Method Investments (Details) $ in Thousands, € in Millions | 12 Months Ended | |||||
Aug. 02, 2021 USD ($) | Aug. 02, 2021 EUR (€) | Jul. 26, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Schedule Of Equity Method Investment [Roll Forward] | ||||||
Beginning balance | $ 28,088 | $ 3,700 | ||||
Addition | 3,477 | 38,070 | ||||
Income (loss) on investment | (3,270) | (3,665) | ||||
Foreign currency translation adj | (1,766) | |||||
Impairment losses | (11,789) | (7,864) | $ (16,700) | |||
Reclassification to subsidiaries | (11,298) | (2,372) | ||||
Reclassification to equity method investee | 250 | |||||
Return of basis | (658) | (31) | ||||
Ending balance | 2,784 | 28,088 | 3,700 | |||
Solectrac | ||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||
Beginning balance | 0 | 2,556 | ||||
Addition | 0 | |||||
Income (loss) on investment | (153) | |||||
Impairment losses | 0 | |||||
Reclassification to subsidiaries | (2,372) | |||||
Reclassification to equity method investee | 0 | |||||
Return of basis | (31) | |||||
Ending balance | 0 | 2,556 | ||||
Energica | ||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||
Beginning balance | 12,329 | 0 | ||||
Addition | 0 | 13,555 | ||||
Income (loss) on investment | (1,031) | (1,226) | ||||
Foreign currency translation adj | 0 | |||||
Impairment losses | 0 | 0 | ||||
Reclassification to subsidiaries | (11,298) | 0 | ||||
Reclassification to equity method investee | 0 | |||||
Return of basis | 0 | 0 | ||||
Ending balance | 0 | 12,329 | 0 | |||
FNL | ||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||
Beginning balance | 2,856 | 0 | ||||
Addition | 0 | 3,505 | ||||
Income (loss) on investment | (915) | (899) | ||||
Foreign currency translation adj | 0 | |||||
Impairment losses | (1,941) | 0 | ||||
Reclassification to subsidiaries | 0 | 0 | ||||
Reclassification to equity method investee | 250 | |||||
Return of basis | 0 | 0 | ||||
Ending balance | 0 | 2,856 | 0 | |||
MDI Fund | ||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||
Beginning balance | 3,765 | 0 | ||||
Addition | $ 600 | 401 | 4,646 | |||
Income (loss) on investment | (406) | (881) | ||||
Foreign currency translation adj | 0 | |||||
Impairment losses | (3,102) | 0 | ||||
Reclassification to subsidiaries | 0 | 0 | ||||
Reclassification to equity method investee | 0 | |||||
Return of basis | (658) | 0 | ||||
Ending balance | 0 | 3,765 | 0 | |||
TM2 | ||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||
Beginning balance | 0 | 1,144 | ||||
Addition | 7,226 | |||||
Income (loss) on investment | (506) | |||||
Impairment losses | (6,746) | (7,864) | ||||
Reclassification to subsidiaries | 0 | |||||
Reclassification to equity method investee | 0 | |||||
Return of basis | 0 | |||||
Ending balance | 0 | 1,144 | ||||
PEA | ||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||
Beginning balance | 9,138 | 0 | ||||
Addition | $ 9,100 | € 7.5 | 0 | 9,138 | ||
Income (loss) on investment | (626) | 0 | ||||
Foreign currency translation adj | (1,766) | |||||
Impairment losses | 0 | 0 | ||||
Reclassification to subsidiaries | 0 | 0 | ||||
Reclassification to equity method investee | 0 | |||||
Return of basis | 0 | 0 | ||||
Ending balance | 0 | 9,138 | $ 0 | |||
Orangegrid | ||||||
Schedule Of Equity Method Investment [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Addition | 3,076 | |||||
Income (loss) on investment | (292) | |||||
Foreign currency translation adj | 0 | |||||
Reclassification to subsidiaries | 0 | |||||
Return of basis | 0 | |||||
Ending balance | $ 2,784 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 USD ($) | Jun. 30, 2020 USD ($) lease | Mar. 31, 2020 USD ($) lease | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Operating Leased Assets [Line Items] | ||||||
Net lease liabilities | $ 16,383 | |||||
Operating right of use assets | 15,979 | $ 12,827 | ||||
Gain on settlement | 0 | 0 | $ 5,926 | |||
Operating lease liability-long term | 12,273 | 9,647 | ||||
Current portion of operating lease liabilities | 4,082 | 3,086 | ||||
Operating cash flows from operating leases | 4,454 | 1,856 | $ 991 | |||
Promissory Note | ||||||
Operating Leased Assets [Line Items] | ||||||
Operating right of use assets | $ 100 | |||||
Notes Payable, Other Payables | Lease Settlement Payable | ||||||
Operating Leased Assets [Line Items] | ||||||
Interest rate of convertible note | 4% | |||||
New York City Headquarter | ||||||
Operating Leased Assets [Line Items] | ||||||
Impairment loss | $ 5,300 | $ 400 | 100 | |||
Number of leases | lease | 2 | |||||
Net lease liabilities | $ 6,400 | |||||
Gain on settlement | 4,900 | |||||
Operating lease liability-long term | $ 5,800 | |||||
Current portion of operating lease liabilities | 600 | |||||
Operating cash flows from operating leases | $ 1,500 | |||||
Terminated and Vacated Lease | ||||||
Operating Leased Assets [Line Items] | ||||||
Impairment loss | $ 900 | |||||
Number of leases | lease | 1 | |||||
Net lease liabilities | $ 900 | |||||
Gain on settlement | $ 800 |
Leases - Lease Expense and Supp
Leases - Lease Expense and Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease cost | |||
Operating lease cost | $ 4,701 | $ 1,764 | $ 1,600 |
Short-term lease cost | 898 | 720 | 349 |
Amortization of right-of-use assets | 163 | 0 | 0 |
Interest on lease liabilities | 16 | 0 | 0 |
Sublease income | 0 | 0 | (74) |
Total | $ 5,778 | $ 2,484 | $ 1,875 |
Operating and Finance lease weighted average remaining lease term (in years): | |||
Operating leases | 5 years 3 months 18 days | 4 years 2 months 12 days | |
Finance leases | 4 years | ||
Operating and Finance lease weighted average discount rate: | |||
Operating leases | 4.90% | 5.20% | |
Finance leases | 2.20% | 0% |
Leases - Maturity of Operating
Leases - Maturity of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 4,706 |
2024 | 3,572 |
2025 | 3,238 |
2026 | 2,610 |
2027 | 1,062 |
2028 and thereafter | 3,474 |
Total undiscounted lease liabilities | 18,662 |
Less: imputed interest | (2,279) |
Net lease liabilities | 16,383 |
Finance Leases | |
2023 | 409 |
2024 | 409 |
2025 | 409 |
2026 | 282 |
2027 | 162 |
2028 and thereafter | 0 |
Total undiscounted lease liabilities | 1,671 |
Less: imputed interest | (166) |
Net lease liabilities | $ 1,505 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 4,454 | $ 1,856 | $ 991 |
Operating cash flows from finance leases | 242 | 0 | 0 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 6,773 | 14,293 | 486 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 1,134 | $ 0 | $ 0 |
Supplementary Information (Deta
Supplementary Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Financial Statement Information | |||
Other current assets | $ 8,536 | $ 4,490 | |
Value added tax credit | 3,300 | ||
Receivable from third party | 1,900 | ||
Other current liabilities | 13,676 | 7,137 | |
Other payables | 6,800 | ||
Accrued expenses | 4,200 | ||
Other income, net | 6,478 | $ 1,261 | $ 6,604 |
Other Noncurrent Assets | |||
Supplemental Financial Statement Information | |||
Derecognition of asset (liability) | 6,600 | ||
Liability | |||
Supplemental Financial Statement Information | |||
Derecognition of asset (liability) | (6,700) | ||
Other Current Liabilities | |||
Supplemental Financial Statement Information | |||
Derecognition of asset (liability) | (300) | ||
Other Noncurrent Liabilities | |||
Supplemental Financial Statement Information | |||
Derecognition of asset (liability) | (6,400) | ||
PRC | |||
Supplemental Financial Statement Information | |||
Other income, net | 200 | ||
Third-party supplier | |||
Supplemental Financial Statement Information | |||
Amount deposited with third party supplier | $ 2,300 |
Promissory Notes - Schedule of
Promissory Notes - Schedule of Promissory Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Short-term Debt [Line Items] | ||
Principal Amount | $ 15,669 | $ 57,811 |
Carrying Amount | 15,176 | 58,121 |
Less: Current portion | (13,219) | (58,121) |
Long-term Note, less current portion | $ 1,957 | 0 |
Convertible Debenture Due In June 2021 - YA II PN | ||
Short-term Debt [Line Items] | ||
Interest rate | 4% | |
Principal Amount | $ 4,442 | 57,500 |
Carrying Amount | $ 3,928 | 57,809 |
Small Business Association Paycheck Protection Program | ||
Short-term Debt [Line Items] | ||
Interest rate | 1% | |
Principal Amount | $ 219 | 311 |
Carrying Amount | $ 219 | 312 |
Promissory Note | ||
Short-term Debt [Line Items] | ||
Interest rate | 20% | |
Principal Amount | $ 2,000 | 0 |
Carrying Amount | 2,021 | 0 |
Commercial Insurance Premium Finance | ||
Short-term Debt [Line Items] | ||
Principal Amount | 1,335 | 0 |
Carrying Amount | $ 1,335 | 0 |
Commercial Insurance Premium Finance | Minimum | ||
Short-term Debt [Line Items] | ||
Interest rate | 5.49% | |
Commercial Insurance Premium Finance | Maximum | ||
Short-term Debt [Line Items] | ||
Interest rate | 7.80% | |
Other Lending Agreements | ||
Short-term Debt [Line Items] | ||
Principal Amount | $ 7,673 | 0 |
Carrying Amount | 7,673 | $ 0 |
Less: Current portion | (5,700) | |
Long-term Note, less current portion | $ 2,000 | |
Other Lending Agreements | Minimum | ||
Short-term Debt [Line Items] | ||
Interest rate | 0.10% | |
Other Lending Agreements | Maximum | ||
Short-term Debt [Line Items] | ||
Interest rate | 12% |
Promissory Notes - Impact of Pr
Promissory Notes - Impact of Promissory Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Long-term Investments | |||
Expense due to conversion of notes | $ 0 | $ 0 | $ 2,266 |
Gain on extinguishment of debt | 0 | (300) | (8,891) |
Convertible Note | |||
Long-term Investments | |||
Interest expense excluding amortization of debt discount | 1,839 | 2,139 | 1,593 |
Interest expense related to amortization of debt discount | 1,111 | 0 | 14,485 |
Total interest expense | 2,950 | 2,139 | 16,078 |
Expense due to conversion of notes | 0 | 0 | 2,266 |
Gain on extinguishment of debt | $ 0 | $ (300) | $ (8,891) |
Promissory Notes - Additional I
Promissory Notes - Additional Information (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Jan. 13, 2023 USD ($) | Oct. 25, 2022 USD ($) day $ / shares | Aug. 29, 2022 USD ($) day $ / shares | Oct. 25, 2021 USD ($) $ / shares | Feb. 24, 2021 USD ($) | Nov. 10, 2020 USD ($) installment | May 13, 2020 USD ($) installment | May 03, 2020 USD ($) installment | May 01, 2020 USD ($) installment | Apr. 10, 2020 USD ($) | Dec. 31, 2022 USD ($) party | Jun. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) party shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 13, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||
Weighted average interest rate | 8.10% | 8.10% | 4% | |||||||||||||
Principal | $ 15,669,000 | $ 15,669,000 | $ 57,811,000 | |||||||||||||
Net lease liabilities | 16,383,000 | 16,383,000 | ||||||||||||||
Proceeds from issuance of convertible notes | 4,875,000 | 295,000,000 | $ 27,000,000 | |||||||||||||
Debt, current | 13,219,000 | 13,219,000 | 58,121,000 | |||||||||||||
Debt, noncurrent | 1,957,000 | $ 1,957,000 | 0 | |||||||||||||
Convertible Debenture | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal and accrued and unpaid interest | $ 17,600,000 | |||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 9.4 | |||||||||||||||
Interest expense | $ 600,000 | |||||||||||||||
Convertible Debenture | YA II PN, Ltd | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.50 | |||||||||||||||
Gross proceeds | $ 16,700,000 | |||||||||||||||
Percentage of stock price trigger | 85% | |||||||||||||||
Consecutive trading days | day | 7 | |||||||||||||||
Conversion price of common stock (in dollars per share) | $ / shares | $ 0.20 | |||||||||||||||
Convertible Debenture | YA II PN, Ltd | Convertible Debenture | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal | $ 6,500,000 | |||||||||||||||
Interest rate of convertible note | 8% | |||||||||||||||
Interest rate in the event of default | 18% | |||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.05 | |||||||||||||||
Percentage of stock price trigger | 95% | |||||||||||||||
Consecutive trading days | day | 5 | |||||||||||||||
Proceeds from issuance of convertible notes | $ 4,900,000 | |||||||||||||||
Convertible Debenture | Convertible Debenture | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate in the event of default | 18% | |||||||||||||||
Convertible Debenture | Convertible Debenture | YA II PN, Ltd | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal | $ 75,000,000 | |||||||||||||||
Total purchase price in asset acquisition | $ 75,000,000 | |||||||||||||||
Interest rate of convertible note | 4% | |||||||||||||||
Interest rate in the event of default | 18% | |||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.88 | |||||||||||||||
Redemption of unpaid principal per month | $ 8,300,000 | |||||||||||||||
YA II PN Note 4 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Shares converted (in shares) | shares | 45.9 | |||||||||||||||
YA II PN Note 4 | Convertible Debenture | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal | $ 80,000,000 | |||||||||||||||
Interest rate of convertible note | 4% | |||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 4.95 | |||||||||||||||
Convertible Debenture Due October 2022 - YA II PN | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal and accrued and unpaid interest | $ 16,800,000 | |||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 67.1 | |||||||||||||||
Repayments of principal and accrued unpaid interest | $ 42,200,000 | |||||||||||||||
Interest expense | 1,200,000 | |||||||||||||||
Small Business Association Paycheck Protection Program | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal | 219,000 | 219,000 | $ 311,000 | |||||||||||||
Small Business Association Paycheck Protection Program | Unsecured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Payments of principal and interest | 95,482 | 31,674 | ||||||||||||||
Promissory Note | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal | 2,000,000 | 2,000,000 | 0 | |||||||||||||
Promissory Note | Immediate Family Member of Management or Principal Owner | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal | $ 2,000,000 | |||||||||||||||
Interest rate of convertible note | 20% | |||||||||||||||
Secured collateral | $ 2,400,000 | |||||||||||||||
Promissory Note | Subsequent Event | Immediate Family Member of Management or Principal Owner | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayments of principal and accrued unpaid interest | $ 2,000,000 | |||||||||||||||
Commercial Insurance Premium Finance | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal | $ 1,335,000 | $ 1,335,000 | 0 | |||||||||||||
Commercial Insurance Premium Finance One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate of convertible note | 5.49% | 5.49% | ||||||||||||||
Number of installments | party | 11 | |||||||||||||||
Installment payable | $ 50,320 | $ 50,320 | ||||||||||||||
Commercial Insurance Premium Finance Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate of convertible note | 6.16% | 6.16% | ||||||||||||||
Number of installments | party | 9 | |||||||||||||||
Installment payable | $ 100,000 | $ 100,000 | ||||||||||||||
Other Lending Agreements | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal | $ 7,673,000 | $ 7,673,000 | 0 | |||||||||||||
Weighted average interest rate | 5.30% | 5.30% | ||||||||||||||
Debt, current | $ 5,700,000 | $ 5,700,000 | ||||||||||||||
Debt, noncurrent | 2,000,000 | 2,000,000 | ||||||||||||||
Unused borrowing capacity | $ 400,000 | $ 400,000 | ||||||||||||||
Other Lending Agreements | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate of convertible note | 12% | 12% | ||||||||||||||
Number of installments | party | 68 | |||||||||||||||
Other Lending Agreements | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate of convertible note | 0.10% | 0.10% | ||||||||||||||
Number of installments | party | 41 | |||||||||||||||
Convertible Debenture due February 24, 2023 – YA II PN | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayments of principal and accrued unpaid interest | $ 2,200,000 | |||||||||||||||
Interest expense | 1,200,000 | |||||||||||||||
Debt discount amortization | 1,100,000 | |||||||||||||||
Small Business Association Paycheck Protection Program | Unsecured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate of convertible note | 1% | |||||||||||||||
Number of installments | installment | 18 | |||||||||||||||
Proceeds from issuance of convertible notes | $ 300,000 | |||||||||||||||
Installment payable | $ 18,993 | |||||||||||||||
Delaware Board Of Trade Holdings Inc | Vendor Notes Payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate of convertible note | 0.25% | 4% | ||||||||||||||
Interest expense | $ 100,000 | |||||||||||||||
Initial amount paid | $ 30,000 | |||||||||||||||
Unsecured promissory note | $ 60,000 | |||||||||||||||
Number of installments | installment | 2 | |||||||||||||||
Net lease liabilities | $ 900,000 | |||||||||||||||
Installment payable | $ 30,000 | |||||||||||||||
US Hybrid | Paycheck Protection Program | Unsecured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate of convertible note | 1% | |||||||||||||||
Proceeds from issuance of convertible notes | $ 500,000 | |||||||||||||||
Loan forgiveness period | 2 months | |||||||||||||||
Deferment period | 10 months | |||||||||||||||
WAVE | Small Business Association Paycheck Protection Program | Unsecured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate of convertible note | 1% | |||||||||||||||
Number of installments | installment | 18 | |||||||||||||||
Proceeds from issuance of convertible notes | $ 300,000 | |||||||||||||||
Installment payable | $ 12,630 | |||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Paycheck Protection Program | Unsecured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of convertible notes | $ 100,000 | $ 100,000 | ||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Small Business Association Paycheck Protection Program | Unsecured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate of convertible note | 1% | |||||||||||||||
Number of installments | installment | 18 | |||||||||||||||
Proceeds from issuance of convertible notes | $ 100,000 | |||||||||||||||
Installment payable | $ 7,000 |
Promissory Notes - Promissory N
Promissory Notes - Promissory Notes Issued and Paid (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Long-term Investments | ||
Principal | $ 57,811,000 | $ 15,669,000 |
YA II PN Note 1 | Convertible Debenture | ||
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 Debenture | ||
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 Debenture | ||
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 Debenture | ||
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 and Conv_3
Stockholders’ Equity and Convertible Redeemable Preferred Stock - Additional Information (Details) $ / shares in Units, ¥ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Feb. 02, 2023 USD ($) shares | Dec. 27, 2022 USD ($) shares | Nov. 14, 2022 USD ($) $ / shares shares | Sep. 15, 2022 shares | Sep. 01, 2022 USD ($) shares | Jul. 12, 2022 shares | Jun. 30, 2021 day | Jun. 11, 2021 USD ($) day | Jun. 10, 2021 USD ($) shares | Feb. 26, 2021 USD ($) | Sep. 04, 2020 USD ($) | Jun. 09, 2020 USD ($) | Mar. 24, 2023 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2021 CNY (¥) | Dec. 31, 2022 USD ($) installment party $ / shares shares | Dec. 31, 2022 CNY (¥) installment shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 CNY (¥) shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2022 CNY (¥) party shares | Aug. 12, 2021 USD ($) | Apr. 03, 2020 USD ($) | Dec. 31, 2019 shares | |
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Common stock, shares authorized (in shares) | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Weighted average exercise price of warrants (in dollars per share) | $ / shares | $ 0.29 | |||||||||||||||||||||||
Common stock issuance | $ | $ 2,886,000 | $ 188,546,000 | $ 182,498,000 | |||||||||||||||||||||
Common stock issuance for professional fees (in shares) | 400,000 | 400,000 | ||||||||||||||||||||||
Aggregate offering price | $ | $ 150,000,000 | |||||||||||||||||||||||
Proceeds from issuance of stock | $ | $ 145,500,000 | |||||||||||||||||||||||
Commission and transaction fees | $ | 4,500,000 | |||||||||||||||||||||||
Purchase price as percent of market price | 95% | |||||||||||||||||||||||
Purchase price as percent of market price, period two | 96% | |||||||||||||||||||||||
Common stock | $ | $ 597,000 | $ 497,000 | ||||||||||||||||||||||
Share price calculated as a percentage of market price | 3% | |||||||||||||||||||||||
US Hybrid | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Number of common stock issued (in shares) | 6,600,000 | 6,600,000 | ||||||||||||||||||||||
Equity interest percentage | 100% | |||||||||||||||||||||||
Total purchase price paid | $ | $ 51,016,000 | |||||||||||||||||||||||
Qingdao Xingyang City Investment | New Energy | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Ownership interest | 100% | |||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Shares issued (in shares) | 50,400,000 | 50,400,000 | ||||||||||||||||||||||
Common stock issuance (in shares) | 17,300,000 | 17,300,000 | 68,293,722 | 68,293,722 | 123,437,386 | |||||||||||||||||||
Common stock issuance | $ | $ 17,000 | $ 69,000 | $ 123,000 | |||||||||||||||||||||
Common stock issuance for professional fees (in shares) | 2,709,006 | 2,709,006 | 962,689 | 962,689 | 1,804,033 | |||||||||||||||||||
Preferred Stock | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
Qingdao Xingyang City Investment | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Aggregate potential investment | $ 28,000,000 | ¥ 200 | ||||||||||||||||||||||
Installments of capital contribution | $ 7,000,000 | ¥ 50 | ¥ 50 | |||||||||||||||||||||
Remaining capital contribution | $ 21,000,000 | ¥ 150 | ||||||||||||||||||||||
Number of installments | installment | 3 | 3 | ||||||||||||||||||||||
Dividend rate | 6% | 6% | ||||||||||||||||||||||
Threshold period for selling | 1 year | 1 year | ||||||||||||||||||||||
Threshold period to redeem investment | 3 years | 3 years | ||||||||||||||||||||||
Qingdao Xingyang City Investment | New Energy | Qingdao Xingyang City Investment | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Total purchase price paid | $ 7,900,000 | ¥ 56 | ||||||||||||||||||||||
VIA Motors International, Inc. | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Common stock issuance for professional fees (in shares) | 16,900,000 | 16,900,000 | ||||||||||||||||||||||
Private placement | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Ownership limitation percentage | 4.99% | |||||||||||||||||||||||
Consideration received on transaction | $ | $ 80,400,000 | |||||||||||||||||||||||
Consecutive trading days | day | 2 | |||||||||||||||||||||||
Issuance period | 36 months | 36 months | ||||||||||||||||||||||
Threshold consecutive trading days | day | 5 | 5 | ||||||||||||||||||||||
Private placement | Common Stock | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Common stock issuance (in shares) | 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Common stock issuance | $ | $ 27,300,000 | |||||||||||||||||||||||
Private placement | Cantor Fitzgerald & Co | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Shares issued (in shares) | 7,900,000 | 7,900,000 | ||||||||||||||||||||||
Consideration received on transaction | $ | $ 15,700,000 | |||||||||||||||||||||||
Aggregate offering price | $ | $ 350,000,000 | |||||||||||||||||||||||
Percent of gross proceeds | 3% | 3% | ||||||||||||||||||||||
Purchase price on common stock | $ | $ 400,000 | |||||||||||||||||||||||
SEDA | YA II PN, Ltd. | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Installments of capital contribution | $ | $ 1,000,000 | |||||||||||||||||||||||
Aggregate amount | $ | $ 45,000,000 | $ 50,000,000 | ||||||||||||||||||||||
Period to issue or sell stock | 36 months | |||||||||||||||||||||||
Deferred offering costs and additional paid in capital | $ | $ 900,000 | |||||||||||||||||||||||
Common stock | $ | $ 150,000,000 | $ 182,500,000 | ||||||||||||||||||||||
Share price calculated as a percentage of market price | 90% | 90% | ||||||||||||||||||||||
Percentage of common stock shares held | 4.99% | 4.99% | ||||||||||||||||||||||
Shares issued (in shares) | 122,900,000 | |||||||||||||||||||||||
Standby Equity Purchase Agreement | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Shares issued (in shares) | 150,000,000 | 19,800,000 | 19,800,000 | |||||||||||||||||||||
Ownership limitation percentage | 4.99% | |||||||||||||||||||||||
Transaction period | 36 months | |||||||||||||||||||||||
Purchase price equal to percentage of market price | 95% | |||||||||||||||||||||||
Structuring fee | $ | $ 10,000 | |||||||||||||||||||||||
Common stock issuance as a commitment fee (in shares) | 600,000 | 1,500,000 | 1,500,000 | |||||||||||||||||||||
Standby Equity Purchase Agreement | Subsequent Event | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Consideration received on transaction | $ | $ 10,800,000 | |||||||||||||||||||||||
Securities Purchase Agreement | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Shares issued (in shares) | 20,000,000 | |||||||||||||||||||||||
Weighted average exercise price of warrants (in dollars per share) | $ / shares | $ 0.2867 | |||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||
Ownership limitation percentage | 9.99% | |||||||||||||||||||||||
Common stock issuance | $ | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||
Preferred stock, dividend per annum | 8% | |||||||||||||||||||||||
Securities Purchase Agreement | Subsequent Event | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Common stock issuance | $ | $ 10,000,000 | |||||||||||||||||||||||
Securities Purchase Agreement | Preferred Stock | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Common stock issuance (in shares) | 5,000,000 | 5,000,000 | ||||||||||||||||||||||
Securities Purchase Agreement | Preferred Stock | Subsequent Event | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Common stock issuance (in shares) | 10,000,000 | |||||||||||||||||||||||
Securities Purchase Agreement | Warrants | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Common stock issuance (in shares) | 5,000,000 | 5,000,000 | ||||||||||||||||||||||
Fair value of warrants | $ | $ 1,200,000 | |||||||||||||||||||||||
Securities Purchase Agreement | Warrants | Subsequent Event | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Common stock issuance (in shares) | 10,000,000 | |||||||||||||||||||||||
Convertible preferred stock | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares issued (in shares) | 7,000,000 | 7,000,000 | 7,000,000 | |||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 7,000,000 | 7,000,000 | 7,000,000 | |||||||||||||||||||||
Number of votes entitled | party | 1 | 1 | ||||||||||||||||||||||
Converted shares issued (in shares) | 10 | 10 | ||||||||||||||||||||||
Distribution amount per share (in dollars per share) | $ / shares | $ 0.50 |
Stockholders_ Equity and Conv_4
Stockholders’ Equity and Convertible Redeemable Preferred Stock - Schedule (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Initial investment | $ 264 | ||
Loss attributable to non-controlling interest | (21,424) | $ (716) | $ (10,501) |
Qingdao Xingyang City Investment | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at the beginning | 7,485 | ||
Initial investment | 7,047 | ||
Accretion of dividend | 464 | 438 | |
Loss attributable to non-controlling interest | (206) | (135) | |
Common stock issuance | 206 | 135 | |
Settlement | (7,949) | ||
Balance at the end | $ 0 | $ 7,485 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, ¥ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Jan. 31, 2023 USD ($) | Dec. 28, 2022 CNY (¥) | Nov. 29, 2022 USD ($) | Nov. 29, 2022 CNY (¥) | Oct. 20, 2022 USD ($) shares | Jun. 05, 2020 USD ($) $ / shares shares | Sep. 30, 2020 USD ($) | Sep. 30, 2020 CNY (¥) | May 31, 2020 USD ($) | Nov. 30, 2019 USD ($) installment | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) entity shares | Dec. 31, 2021 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 13, 2022 USD ($) | Nov. 09, 2022 USD ($) | Nov. 09, 2022 CNY (¥) | Jun. 07, 2022 USD ($) | Mar. 31, 2022 USD ($) | Feb. 09, 2022 | Mar. 03, 2021 | May 31, 2020 CNY (¥) | Jan. 01, 2020 shares | Dec. 31, 2019 USD ($) | Nov. 25, 2019 USD ($) $ / shares | Oct. 30, 2019 | Feb. 08, 2019 USD ($) $ / shares | May 10, 2012 USD ($) $ / shares | |
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Expense due to conversion of notes | $ 0 | $ 0 | $ 2,266,000 | ||||||||||||||||||||||||||||
Principal | 15,669,000 | 57,811,000 | |||||||||||||||||||||||||||||
Due to other related parties | 2,376,000 | 1,102,000 | |||||||||||||||||||||||||||||
Common stock issuance | 2,886,000 | 188,546,000 | 182,498,000 | ||||||||||||||||||||||||||||
Payments to acquire equity Interest | 54,889,000 | 100,859,000 | 0 | ||||||||||||||||||||||||||||
Number of shares (in shares) | shares | 10,000 | ||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 4,875,000 | 295,000,000 | 27,000,000 | ||||||||||||||||||||||||||||
Write offs of accounts receivable | 1,603,000 | 0 | 0 | ||||||||||||||||||||||||||||
Notes receivable, current | 0 | 697,000 | |||||||||||||||||||||||||||||
Notes receivable | 31,653,000 | 54,907,000 | |||||||||||||||||||||||||||||
Proceeds from loan repayment | 0 | 473,000 | 1,529,000 | ||||||||||||||||||||||||||||
Amount due from related parties | $ 899,000 | $ 266,000 | |||||||||||||||||||||||||||||
Option exercise (in shares) | shares | 72,334 | 5,589,084 | |||||||||||||||||||||||||||||
Disposal group, not discontinued operation, gain (loss) on disposal, statement of income or comprehensive income | (Loss) Gain on disposal of subsidiaries, net | ||||||||||||||||||||||||||||||
Chief Executive Officer | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Common stock issuance | $ 100,000 | ||||||||||||||||||||||||||||||
Common stock issuance (in shares) | shares | 400,000 | ||||||||||||||||||||||||||||||
Shandong | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Ownership interest disposed | 80% | 80% | |||||||||||||||||||||||||||||
Proceeds from disposal | $ 500,000 | ¥ 2.7 | |||||||||||||||||||||||||||||
Seven Stars Founder Space Industrial Pte. Ltd ("Founder Space") | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage, equity method | 50% | 50% | |||||||||||||||||||||||||||||
Energica Investment | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage, equity method | 20% | ||||||||||||||||||||||||||||||
Fuzhou Note Receivable | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Notes receivable provided | $ 400,000 | ¥ 3 | |||||||||||||||||||||||||||||
Notes receivable | $ 500,000 | 3.3 | |||||||||||||||||||||||||||||
Repayment period | 3 months | ||||||||||||||||||||||||||||||
Recorded reserve against notes receivable | 500,000 | ||||||||||||||||||||||||||||||
Zhu Note Receivable | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Notes receivable provided | $ 1,400,000 | 10 | |||||||||||||||||||||||||||||
Notes receivable | $ 1,500,000 | ¥ 10.5 | |||||||||||||||||||||||||||||
Repayment period | 1 month | ||||||||||||||||||||||||||||||
Proceeds from loan repayment | $ 1,500,000 | ¥ 10.5 | |||||||||||||||||||||||||||||
Orangegrid Note Receivable | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Percent fee | 15% | ||||||||||||||||||||||||||||||
Notes receivable provided | ¥ | ¥ 0.4 | ||||||||||||||||||||||||||||||
Borrowing from Dr. Wu. and his affiliates | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | ||||||||||||||||||||||||||||||
Amount of debt converted | $ 1,500,000 | ||||||||||||||||||||||||||||||
Amount of debt transferred | $ 400,000 | ||||||||||||||||||||||||||||||
Tilllou | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Notes receivable | $ 2,000,000 | ||||||||||||||||||||||||||||||
Fixed interest rate | 20% | ||||||||||||||||||||||||||||||
Secured collateral | $ 2,400,000 | ||||||||||||||||||||||||||||||
Tilllou | Subsequent Event | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Repayment of notes receivable from related party | $ 100,000 | ||||||||||||||||||||||||||||||
Shandong | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Notes receivable | $ 300,000 | ¥ 2.2 | |||||||||||||||||||||||||||||
Minority Shareholder | Shandong | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Ownership interest disposed | 70% | 70% | |||||||||||||||||||||||||||||
Proceeds from disposal | $ 400,000 | ¥ 2.4 | |||||||||||||||||||||||||||||
Third Party | Shandong | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Loss on disposal | $ 100,000 | ||||||||||||||||||||||||||||||
Ownership interest disposed | 10% | 10% | |||||||||||||||||||||||||||||
Proceeds from disposal | $ 100,000 | ¥ 0.3 | |||||||||||||||||||||||||||||
Borrowing from Dr. Wu. and his affiliates | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Amount due to related parties | 200,000 | $ 200,000 | |||||||||||||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | ||||||||||||||||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 2,600,000 | ||||||||||||||||||||||||||||||
Amount of debt transferred | $ 400,000 | ||||||||||||||||||||||||||||||
Accounts payables | 700,000 | 700,000 | |||||||||||||||||||||||||||||
Seven Stars Founder Space Industrial Pte. Ltd ("Founder Space") | Zhu Note Receivable | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Ownership interest provided as collateral (as a percent) | 50% | 50% | |||||||||||||||||||||||||||||
Seven Stars Energy Ptd. Ltd. | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Percentage of ownership interest | 51% | ||||||||||||||||||||||||||||||
Loss on disposal | 200,000 | ||||||||||||||||||||||||||||||
Shenma | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Common stock issuance | $ 4,900,000 | ||||||||||||||||||||||||||||||
Number of installments | installment | 6 | ||||||||||||||||||||||||||||||
Receivable | $ 500,000 | ||||||||||||||||||||||||||||||
Write offs of accounts receivable | 500,000 | ||||||||||||||||||||||||||||||
Shenma | Qianxi | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Percentage of ownership interest | 1.72% | ||||||||||||||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Paycheck Protection Program | Unsecured Debt | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 100,000 | 100,000 | |||||||||||||||||||||||||||||
Energica | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Amount due to related parties | 1,300,000 | ||||||||||||||||||||||||||||||
Cost of revenue from related party | $ 600,000 | ||||||||||||||||||||||||||||||
Number of related party entities | entity | 3 | ||||||||||||||||||||||||||||||
Timios | Orangegrid Note Receivable | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from convertible debt | ¥ | ¥ 0.1 | ||||||||||||||||||||||||||||||
Vice Chairman | Related party personal expenses | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Personal expenses | 100,000 | ||||||||||||||||||||||||||||||
Service agreement with SSSIG | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Due to other related parties | $ 600,000 | ||||||||||||||||||||||||||||||
Transaction with related party | $ 400,000 | ||||||||||||||||||||||||||||||
Professional fees | 400,000 | 700,000 | |||||||||||||||||||||||||||||
Service agreement with SSSIG | Selling, general and administrative expenses | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Transaction with related party | $ 1,400,000 | ||||||||||||||||||||||||||||||
Glory Connection [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Due to other related parties | 200,000 | 200,000 | |||||||||||||||||||||||||||||
Affiliated Entity | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Notes receivable, current | 700,000 | 700,000 | |||||||||||||||||||||||||||||
Amount due from related parties | $ 1,800,000 | ||||||||||||||||||||||||||||||
Option exercise (in shares) | shares | 800,000 | ||||||||||||||||||||||||||||||
Options exercise | $ 1,300,000 | ||||||||||||||||||||||||||||||
Total purchase price paid | $ 3,100,000 | ||||||||||||||||||||||||||||||
Affiliated Entity | Ocasia Group Holding LTD | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Personal expenses | 200,000 | ||||||||||||||||||||||||||||||
Affiliated Entity | FNL | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Notes receivable | $ 1,000,000 | ||||||||||||||||||||||||||||||
Fixed interest rate | 6% | ||||||||||||||||||||||||||||||
Proceeds from sale of notes receivable | 400,000 | ||||||||||||||||||||||||||||||
Promissory note impairment | 600,000 | ||||||||||||||||||||||||||||||
Affiliated Entity | Tree Technologies | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Amount due from related parties | 300,000 | ||||||||||||||||||||||||||||||
Research and development contract with a related party | Research and development expense | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Transaction with related party | 2,800,000 | ||||||||||||||||||||||||||||||
Service charges | 1,600,000 | ||||||||||||||||||||||||||||||
Convertible Note | Vice Chairman | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Amount due to related parties | $ 3,000,000 | ||||||||||||||||||||||||||||||
Interest rate of convertible note | 4% | ||||||||||||||||||||||||||||||
Conversion price of convertible note after amendment (in dollars per share) | $ / shares | $ 1.75 | ||||||||||||||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | $ 1.50 | |||||||||||||||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 5,100,000 | ||||||||||||||||||||||||||||||
Expense due to conversion of notes | 1,500,000 | ||||||||||||||||||||||||||||||
Interest expense | 300,000 | ||||||||||||||||||||||||||||||
$2.5 Million Convertible Promissory Note | SSSIG | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Advance received without any interest | $ 1,300,000 | ||||||||||||||||||||||||||||||
Convertible promissory note amount not received | $ 1,200,000 | ||||||||||||||||||||||||||||||
$2.5 Million Convertible Promissory Note | Mr Bruno Wu | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Expense due to conversion of notes | 700,000 | ||||||||||||||||||||||||||||||
Interest expense | 0 | 0 | 100,000 | ||||||||||||||||||||||||||||
$2.5 Million Convertible Promissory Note | Mr Bruno Wu | SSSIG | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Interest rate of convertible note | 4% | ||||||||||||||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | $ 1.83 | |||||||||||||||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 2,200,000 | ||||||||||||||||||||||||||||||
Interest expense | 0 | 0 | 21,546 | ||||||||||||||||||||||||||||
Principal | $ 2,500,000 | ||||||||||||||||||||||||||||||
Convertible Promissory Note | Mr Bruno Wu | SSSIG | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Interest rate of convertible note | 4% | ||||||||||||||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 1.25 | ||||||||||||||||||||||||||||||
Principal | $ 1,000,000 | ||||||||||||||||||||||||||||||
$1.0 Million Convertible Promissory Note | SSSIG | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Advance received without any interest | 300,000 | ||||||||||||||||||||||||||||||
Convertible promissory note amount not received | $ 800,000 | ||||||||||||||||||||||||||||||
$1.0 Million Convertible Promissory Note | Mr Bruno Wu | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | ||||||||||||||||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 400,000 | ||||||||||||||||||||||||||||||
Expense due to conversion of notes | 100,000 | ||||||||||||||||||||||||||||||
$1.0 Million Convertible Promissory Note | Mr Bruno Wu | SSSIG | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Interest expense | $ 0 | $ 0 | $ 4,301 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2022 USD ($) $ / shares shares | Jul. 31, 2022 USD ($) shares | Jul. 31, 2021 USD ($) employee shares | Nov. 30, 2020 USD ($) employee shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Aug. 03, 2018 shares | Dec. 03, 2010 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding to purchase shares of common stock (in shares) | shares | 33,240,364 | 33,240,364 | 21,843,781 | 25,087,416 | |||||
Warrants outstanding (in shares) | shares | 10,000,000 | 10,000,000 | 1,100,000 | ||||||
Share-based payments expense | $ | $ 10,600,000 | $ 22,000,000 | $ 12,000,000 | ||||||
Unrecognized compensation expense related to non-vested share options | $ | $ 5,400,000 | 5,400,000 | |||||||
Exercised | $ | 0 | 7,731,175 | 2,400,000 | ||||||
Total fair value of vested shares | $ | $ 8,400,000 | 8,400,000 | 11,800,000 | ||||||
Weighted average exercise price of warrants (in dollars per share) | $ / shares | $ 0.29 | $ 0.29 | |||||||
Weighted average remaining life of warrants | 4 years 10 months 20 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) | shares | 56,800,000 | 31,500,000 | |||||||
Number of options available for issuance (in shares) | shares | 60,300,000 | 60,300,000 | |||||||
Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average period for recognition related to non-vested stock options | 1 year 2 months 1 day | ||||||||
Cash received from options exercised | $ | $ 0 | $ 8,400,000 | $ 1,700,000 | ||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Outstanding shares to purchase shares of common stock (in shares) | shares | 3,700,000 | 3,700,000 | 0 | 0 | |||||
Restricted shares granted (in shares) | shares | 8,800,000 | 5,025,000 | |||||||
Number of employees and directors granted shares | employee | 7 | ||||||||
Unrecognized compensation cost related to unvested restricted shares | $ | $ 700,000 | $ 700,000 | |||||||
Restricted Stock | 2010 Stock Incentive Plan ("the Plan") | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted shares granted (in shares) | shares | 8,200,000 | 600,000 | 5,000,000 | 100,000 | |||||
Vesting period | 24 months | ||||||||
Amount of grant date fair value of the restricted shares | $ | $ 1,600,000 | $ 400,000 | $ 12,400,000 | $ 100,000 | |||||
Number of employees and directors granted shares | employee | 1 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options Outstanding | |||
Beginning balance (in shares) | 21,843,781 | 25,087,416 | |
Granted (in shares) | 13,033,750 | 9,562,000 | |
Exercised (in shares) | (72,334) | (5,589,084) | |
Expired (in shares) | (1,038,796) | (2,966,509) | |
Forfeited (in shares) | (526,037) | (4,250,042) | |
Ending balance (in shares) | 33,240,364 | 21,843,781 | 25,087,416 |
Vested at end of period (in shares) | 18,756,614 | ||
Expected to vest at end of period (in shares) | 14,483,750 | ||
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 1.74 | $ 1.29 | |
Granted (in dollars per share) | 0.30 | 2.49 | |
Exercised (in dollars per share) | 0.53 | 1.50 | |
Expired (in dollars per share) | 2.08 | 1.69 | |
Forfeited (in dollars per share) | 1.75 | 1.10 | |
Ending balance (in dollars per share) | 1.17 | $ 1.74 | $ 1.29 |
Vested at end of period (in dollars per share) | 1.57 | ||
Expected to vest at end of period (in dollars per share) | $ 0.65 | ||
Weighted Average Remaining Contractual Life (Years) | |||
Outstanding | 7 years 9 months 18 days | 8 years 21 days | 7 years 11 months 1 day |
Vested at end of period (in years) | 6 years 5 months 12 days | ||
Expected to vest at end of period (in years) | 9 years 6 months 10 days | ||
Aggregated Intrinsic Value | |||
Outstanding at beginning period | $ 4,596,393 | $ 18,554,241 | |
Exercised | 0 | 7,731,175 | $ 2,400,000 |
Outstanding at end of period | 0 | $ 4,596,393 | $ 18,554,241 |
Vested at end of period | 0 | ||
Expected to vest at end of period | $ 0 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions Used to Estimate the Fair Values (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option, Performance And Service Conditions | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Expected volatility, minimum | 96% | 112% | 101% |
Expected volatility, maximum | 127% | 130% | 122% |
Expected dividend yield | 0% | 0% | 0% |
Risk free interest rate, minimum | 1.69% | 0.51% | 0.39% |
Risk free interest rate, maximum | 4.58% | 1.29% | 0.44% |
Share-Based Payment Arrangement, Option, Market Conditions | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Expected term (in years) | 1 year 10 months 17 days | ||
Expected volatility | 106.92% | ||
Expected dividend yield | 0% | ||
Risk free interest rate | 1.31% | ||
Minimum | Share-Based Payment Arrangement, Option, Performance And Service Conditions | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Expected term (in years) | 6 months | 4 years 9 months 14 days | 5 years 1 month 24 days |
Maximum | Share-Based Payment Arrangement, Option, Performance And Service Conditions | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Expected term (in years) | 5 years 6 months 18 days | 7 years 2 months 1 day | 5 years 6 months 7 days |
Share-Based Compensation - Warr
Share-Based Compensation - Warrants (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 10,000,000 | 1,100,000 |
Exercise Price (in dollars per share) | $ 0.29 | |
Service Providers Expiring January 2023 - One | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 0 | 100,000 |
Exercise Price (in dollars per share) | $ 7.50 | |
Service Providers Expiring July 2022 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 0 | 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) | 0 | 700,000 |
Exercise Price (in dollars per share) | $ 2.50 | |
Service Providers Expiring January 2023 - Two | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 0 | 100,000 |
Exercise Price (in dollars per share) | $ 9 | |
Acuitas Capital, LLC | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 5,000,000 | 0 |
Exercise Price (in dollars per share) | $ 0.29 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Shares (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Outstanding, beginning balance (in shares) | 0 | 0 |
Granted (in shares) | 8,800,000 | 5,025,000 |
Forfeited (in shares) | 0 | 0 |
Vested (in shares) | (5,100,000) | (5,025,000) |
Outstanding, ending balance (in shares) | 3,700,000 | 0 |
Weighted-average fair value | ||
Outstanding, beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 0.22 | 2.46 |
Forfeited (in dollars per share) | 0 | 0 |
Vested (in dollars per share) | 0.25 | 2.46 |
Outstanding, ending balance (in dollars per share) | $ 0.19 |
Loss Per Common Share - Summary
Loss Per Common Share - Summary of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (260,692) | $ (256,009) | $ (101,264) |
Preferred stock dividends | (56) | 0 | 0 |
Net loss attributable to Ideanomics, Inc. common stockholders | $ (260,748) | $ (256,009) | $ (101,264) |
Basic | |||
Basic weighted average common shares outstanding (in shares) | 512,702,986 | 447,829,204 | 213,490,535 |
Diluted | |||
Diluted weighted average common shares outstanding (in shares) | 512,702,986 | 447,829,204 | 213,490,535 |
Net loss per share: | |||
Basic (in dollars per share) | $ (0.51) | $ (0.57) | $ (0.47) |
Diluted (in dollars per share) | $ (0.51) | $ (0.57) | $ (0.47) |
Loss Per Common Share - Computa
Loss Per Common Share - Computation of Diluted Earnings Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 147,296 | 55,968 | 28,018 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 10,000 | 1,100 | 900 |
Options and RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 42,055 | 21,859 | 25,172 |
Series A Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 933 | 933 | 933 |
Series B Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 62,500 | 0 | 0 |
Contingent shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 1,491 | 1,491 | 1,013 |
Convertible promissory note and interest | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 30,317 | 30,585 | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Mar. 28, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) business | Dec. 31, 2020 USD ($) | Mar. 14, 2022 USD ($) | Dec. 31, 2019 USD ($) | |
Operating Loss Carryforwards [Line Items] | |||||||
Taxes incurred | $ (7,711,000) | $ (11,786,000) | $ (3,308,000) | ||||
Cumulative tax loss carryforwards | $ 28,200,000 | 28,200,000 | |||||
Deferred tax benefit | 2,648,000 | 371,000 | $ 241,000 | ||||
Intangible assets | 12,707,000 | $ 12,707,000 | $ 5,954,000 | ||||
Foreign income tax rate | 3.20% | 5% | 1.30% | ||||
Number of businesses acquired | business | 4 | ||||||
Deferred tax liabilities | $ 12,200,000 | ||||||
Increase of valuation allowance | $ 48,338,000 | 28,240,000 | $ 16,457,000 | ||||
Potential deferred tax assets | 300,000 | 300,000 | 300,000 | ||||
Other uncertain tax positions | 0 | 0 | 0 | 0 | |||
Uncertain tax positions, accrued interest and penalties | 0 | 0 | 0 | 0 | |||
Subsequent Event | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Annual limitation amount on future use of losses | $ 4,800,000 | ||||||
Annual limitation amount on future amortization deductions | 10,100,000 | ||||||
Deferred tax assets related to impaired assets and equity method losses | $ 34,300,000 | ||||||
Selling, general and administrative expenses | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Taxes incurred | 100,000 | ||||||
Inland Revenue Malaysia | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Taxes incurred | 3,300,000 | ||||||
Deferred tax liabilities related to land-use rights | $ 8,200,000 | ||||||
Benefit from amortization | 3,100,000 | ||||||
Cumulative tax loss carryforwards | 200,000 | ||||||
Deferred tax benefit | 4,200,000 | 400,000 | |||||
Tax loss carryforwards, subject to expiration | 9,100,000 | $ 9,100,000 | |||||
State Administration of Taxation, China | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Foreign income tax rate | 25% | ||||||
Acquisitions In 2021 | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Taxes incurred | (10,100,000) | ||||||
Energica | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Taxes incurred | 3,500,000 | ||||||
Intangible assets | $ 6,400,000 | ||||||
United States - Federal | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Cumulative tax loss carryforwards | 303,700,000 | $ 303,700,000 | 191,400,000 | 99,300,000 | |||
Deferred tax benefit | 261,000 | 0 | 0 | ||||
United States - Federal | Inland Revenue Malaysia | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Tax loss carryforwards, subject to expiration | 3,400,000 | 3,400,000 | |||||
PRC/Italy/Hong Kong/Malaysia and other | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Cumulative tax loss carryforwards | 59,000,000 | 59,000,000 | 26,900,000 | 24,000,000 | |||
Deferred tax benefit | 2,190,000 | $ 371,000 | $ 241,000 | ||||
PRC/Italy/Hong Kong/Malaysia and other | Inland Revenue Malaysia | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Tax loss carryforwards, subject to expiration | 5,900,000 | 5,900,000 | |||||
PRC/Italy/Hong Kong/Malaysia and other | State Administration of Taxation, China | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Tax loss carryforwards, subject to expiration | 26,200,000 | 26,200,000 | |||||
PRC/Italy/Hong Kong/Malaysia and other | Ministry of Economic Affairs and Finance, Italy | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Tax loss carryforwards, not subject to expiration | $ 24,800,000 | $ 24,800,000 |
Income Taxes - Loss Before Tax
Income Taxes - Loss Before Tax and Provision For Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Loss before tax, after impairment of and equity in loss of equity method investees | $ (289,827) | $ (268,511) | $ (114,889) |
Deferred tax expense (benefit) of net operating loss | (2,648) | (371) | (241) |
Valuation allowance as a result of a change in circumstances | 0 | (10,134) | 0 |
Deferred tax expense (benefit) other than the above two categories | (5,364) | (1,506) | (3,067) |
Total deferred income tax (expense) benefit | (8,012) | (12,011) | (3,308) |
Current tax expense (benefit) other than benefit of net operating loss | 301 | 225 | 0 |
Total income tax expense (benefit) | (7,711) | (11,786) | (3,308) |
Change In Circumstance | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance as a result of a change in circumstances | 0 | 0 | 0 |
United States - Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Loss before tax, after impairment of and equity in loss of equity method investees | (208,155) | (256,851) | (82,999) |
Deferred tax expense (benefit) of net operating loss | (261) | 0 | 0 |
Valuation allowance as a result of a change in circumstances | 0 | (8,873) | 0 |
Deferred tax expense (benefit) other than the above two categories | (116) | (89) | 0 |
Current tax expense (benefit) other than benefit of net operating loss | 0 | 0 | 0 |
United States - State | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax expense (benefit) of net operating loss | (197) | 0 | 0 |
Valuation allowance as a result of a change in circumstances | 0 | (1,261) | 0 |
Deferred tax expense (benefit) other than the above two categories | (218) | (1,359) | 0 |
Current tax expense (benefit) other than benefit of net operating loss | 301 | 225 | 0 |
PRC/Italy/Hong Kong/Malaysia and other | |||
Operating Loss Carryforwards [Line Items] | |||
Loss before tax, after impairment of and equity in loss of equity method investees | (81,672) | (11,660) | (31,890) |
Deferred tax expense (benefit) of net operating loss | (2,190) | (371) | (241) |
Valuation allowance as a result of a change in circumstances | 0 | 0 | 0 |
Deferred tax expense (benefit) other than the above two categories | (5,030) | (58) | (3,067) |
Current tax expense (benefit) other than benefit of net operating loss | $ 0 | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Expected Income Tax (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U. S. statutory income tax rate | 21% | 21% | 21% |
Non-deductible expenses: | |||
Non-deductible stock awards | (0.50%) | (0.60%) | (0.60%) |
Non-deductible impairment or disposal of goodwill | (3.20%) | (10.50%) | (3.70%) |
Non-deductible acquisition costs | (0.10%) | (0.70%) | 0% |
Non-deductible officers’ compensation | (0.10%) | (0.60%) | 0% |
Non-deductible interest expenses | (0.10%) | (0.20%) | (2.00%) |
Additional tax cost basis on disposal of subsidiary | 0% | 0.40% | 0% |
Expiration of and disposal of subsidiary NOL carryovers | (0.30%) | (0.50%) | 0% |
Change in state tax rates due to change in state apportionment | (0.80%) | 1.10% | 1.30% |
Increase in valuation allowance | (16.90%) | (10.30%) | (15.70%) |
Tax rate differential(state and foreign) | 3.20% | 5% | 1.30% |
Non-taxable gain on remeasurement of previously held equity interest Energica | 0.90% | 0% | 0% |
Non-taxable gain Non-deductible (loss) on contingent consideration | 0% | 0.90% | 1.10% |
Others | (0.40%) | (0.60%) | 0.20% |
Effective income tax rate | 2.70% | 4.40% | 2.90% |
Income Taxes - Components of th
Income Taxes - Components of the Company's Deferred Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||||
U.S. NOL | $ 73,209 | $ 46,693 | ||
Foreign NOL | 14,340 | 6,554 | ||
U.S. capital loss carryover | 841 | 873 | ||
U. S. Section 1231 carryover | 2,274 | 2,360 | ||
Accrued payroll and expense | 963 | 1,012 | ||
Nonqualified options | 3,661 | 2,999 | ||
Intangible assets | 3,247 | 0 | ||
Inventory reserve | 884 | 563 | ||
Bad debt allowance | 346 | 281 | ||
Impaired assets | 28,497 | 10,728 | ||
Urealized losses | 345 | 0 | ||
Other | 218 | 126 | ||
Equity investment loss and others | 5,505 | 5,081 | ||
Total deferred tax assets | 134,330 | 77,270 | ||
Less: valuation allowance | (123,310) | (74,972) | $ (46,732) | $ (30,275) |
Property and equipment | (292) | (357) | ||
Intangible assets | (12,707) | (5,954) | ||
Outside basis in domestic subsidiary and other | (1,021) | (1,060) | ||
Total deferred tax liabilities | (14,020) | (7,371) | ||
Net deferred tax assets (liabilities) | $ (3,000) | $ (5,073) |
Income Taxes - Changes in Valua
Income Taxes - Changes in Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | |||
Valuation allowance beginning balance | $ 74,972 | $ 46,732 | $ 30,275 |
Increase of valuation allowance | 48,338 | 28,240 | 16,457 |
Valuation allowance ending balance | $ 123,310 | $ 74,972 | $ 46,732 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits at beginning of year | $ 256 | $ 0 | $ 0 |
Gross changes | 256 | 0 | |
Gross increases - current year tax positions | 0 | ||
Unrecognized tax benefits at end of year | $ 256 | $ 256 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Mar. 21, 2023 | Jan. 10, 2023 | Dec. 14, 2022 | Aug. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 28, 2021 | Jul. 19, 2019 |
Loss Contingencies [Line Items] | ||||||||
Amount payable | $ 5,000 | |||||||
Cost | $ 15,000 | |||||||
Judgment amount | $ 16,400 | |||||||
Judgment interest rate | 9% | |||||||
Subsequent Event | Cantor Fitzgerald, LLC v. Ideanomics | ||||||||
Loss Contingencies [Line Items] | ||||||||
Value of damages | $ 200 | |||||||
Subsequent Event | 3i LP v. Ideanomics | ||||||||
Loss Contingencies [Line Items] | ||||||||
Value of damages | $ 10,000 | |||||||
Chief Financial Officer | ||||||||
Loss Contingencies [Line Items] | ||||||||
Value of damages | $ 700 | |||||||
Silk EV | Convertible promissory note and interest | ||||||||
Loss Contingencies [Line Items] | ||||||||
Cost | $ 15,000 | $ 15,000 | ||||||
Silk EV Note | Convertible Debenture | ||||||||
Loss Contingencies [Line Items] | ||||||||
Interest rate | 6% |
Concentration, Credit and Oth_2
Concentration, Credit and Other Risks - Major Customers and Suppliers (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Major Customers | Accounts receivables | Two Customers | ||
Revenue, Major Customer [Line Items] | ||
Percentage of concentration risk | 37.90% | |
Major Customers | Accounts receivables | Three Customers | ||
Revenue, Major Customer [Line Items] | ||
Percentage of concentration risk | 98.20% | |
Major Customers | Revenue from Contract with Customer Benchmark | Three Customers | ||
Revenue, Major Customer [Line Items] | ||
Percentage of concentration risk | 77% | |
Major Suppliers | Revenue from Contract with Customer Benchmark | Four Suppliers | ||
Revenue, Major Customer [Line Items] | ||
Percentage of concentration risk | 73.70% | |
Major Suppliers | Accounts payable | Two Suppliers | ||
Revenue, Major Customer [Line Items] | ||
Percentage of concentration risk | 61.10% |
Concentration, Credit and Oth_3
Concentration, Credit and Other Risks - Foreign Currency Risks (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue, Major Customer [Line Items] | ||
Cash and cash equivalents | $ 21,929 | $ 269,863 |
Minimum cash balance | 2,000 | |
Cash amount | 300 | |
Insured deposit | 3,600 | $ 4,700 |
United States - Federal | ||
Revenue, Major Customer [Line Items] | ||
Cash and cash equivalents | 4,400 | |
Malaysia, Singapore, China, Hong Kong | ||
Revenue, Major Customer [Line Items] | ||
Cash and cash equivalents | $ 16,000 |
Concentration, Credit and Oth_4
Concentration, Credit and Other Risks - Cybersecurity Incident (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Credit monitoring service period | 1 year |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan | |||
Employer matching contribution, percent | 100% | ||
Employer matching contribution pay, percent | 3% | ||
Employer matching contribution, percent | 50% | ||
Employer matching contribution pay, percent | 2% | ||
Percentage of vesting contribution | 100% | ||
Vesting period | 5 years | ||
UNITED STATES | |||
Defined Contribution Plan | |||
Employer matching contribution, amount | $ 1.1 | $ 0.1 | $ 0.1 |
PRC | |||
Defined Contribution Plan | |||
Employer matching contribution, amount | $ 0.7 | $ 0.4 | |
ITALY | Employee Severance | |||
Defined Contribution Plan | |||
Annual accrual percentage | 7% | ||
Established rate of return percentage | 1.50% | ||
Consumer price index | 75% | ||
Obligation amount | $ 0.5 |
Geographic Areas (Details)
Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total | $ 8,237 | $ 29,595 | |
Total revenue | 100,936 | 114,080 | $ 26,759 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total | 4,935 | 1,997 | |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total | 2,532 | 0 | |
Total revenue | 8,845 | 0 | 0 |
Malaysia | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total | 673 | 26,870 | |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total | 97 | 728 | |
PRC | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total | 100 | ||
Total revenue | $ 39,100 | $ 29,700 | $ 25,000 |
Contingent Consideration - Summ
Contingent Consideration - Summary of Financial Instruments Measured at Fair Value (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) contingentConsideration shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 shares | Jun. 11, 2021 USD ($) | |
Fair Value Measurements | ||||
Contingent consideration | $ 867 | $ 999 | ||
DBOT | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 649 | $ 649 | ||
Number of common stock issued (in shares) | shares | 0 | 0 | 13,100,000 | |
Tree Technologies | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 118 | $ 250 | ||
Solectrac | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 100 | 100 | $ 1,600 | |
Number of contingent considerations | contingentConsideration | 3 | |||
Level 1 | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 0 | 0 | ||
Level 1 | DBOT | ||||
Fair Value Measurements | ||||
Contingent consideration | 0 | 0 | ||
Level 1 | Tree Technologies | ||||
Fair Value Measurements | ||||
Contingent consideration | 0 | 0 | ||
Level 1 | Solectrac | ||||
Fair Value Measurements | ||||
Contingent consideration | 0 | 0 | ||
Level 2 | ||||
Fair Value Measurements | ||||
Contingent consideration | 0 | 0 | ||
Level 2 | DBOT | ||||
Fair Value Measurements | ||||
Contingent consideration | 0 | 0 | ||
Level 2 | Tree Technologies | ||||
Fair Value Measurements | ||||
Contingent consideration | 0 | 0 | ||
Level 2 | Solectrac | ||||
Fair Value Measurements | ||||
Contingent consideration | 0 | 0 | ||
Level 3 | ||||
Fair Value Measurements | ||||
Contingent consideration | 867 | 999 | ||
Level 3 | DBOT | ||||
Fair Value Measurements | ||||
Contingent consideration | 649 | 649 | ||
Level 3 | Tree Technologies | ||||
Fair Value Measurements | ||||
Contingent consideration | 118 | 250 | ||
Level 3 | Solectrac | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 100 | $ 100 |
Contingent Consideration - Sign
Contingent Consideration - Significant Inputs and Assumptions (Details) | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 |
Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 0.034 | 0.1 | 0.016 | |
Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 0.250 | 30 | 0.30 | |
Expected term (years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 0.08 | 0.25 | ||
Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 0 | 0 | ||
Weighted-average cost of capital | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 15 | 15 | ||
Expected discount rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 0.131 | |||
Probability | Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 0.05 | 0.05 | ||
Probability | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration liability, measurement input | 0.20 | 0.10 |
Contingent Consideration - Reco
Contingent Consideration - Reconciliation of Level 3 Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Measurement period adjustment | $ (1,990) | ||
Addition | $ 1,639 | ||
Settlement | (8,203) | ||
Remeasurement loss/(gain) recognized in the income statement | $ (131) | (9,600) | (5,503) |
Contingent Consideration | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 999 | 8,960 | 24,656 |
Ending balance | $ 867 | $ 999 | $ 8,960 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Feb. 13, 2023 | Feb. 03, 2023 | Feb. 01, 2023 | Jan. 31, 2023 | Sep. 15, 2022 | Jan. 31, 2023 | Mar. 05, 2023 | Mar. 24, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 28, 2023 | Mar. 20, 2023 | Mar. 15, 2023 | |
Subsequent Event [Line Items] | ||||||||||||||
Repayments of convertible notes | $ 40,833 | $ 80,000 | $ 12,000 | |||||||||||
Principal | 15,669 | 57,811 | ||||||||||||
Contingent consideration | $ 867 | $ 999 | ||||||||||||
Standby Equity Purchase Agreement | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Advance against number of shares | 18,300,000 | |||||||||||||
Shares issued (in shares) | 150,000,000 | 19,800,000 | ||||||||||||
Common Stock | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Shares issued (in shares) | 50,400,000 | |||||||||||||
Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Repayments of convertible notes | $ 4,200 | |||||||||||||
Subsequent Event | Standby Equity Purchase Agreement | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Advance against number of shares | 107,600,000 | |||||||||||||
Consideration received on transaction | $ 10,800 | |||||||||||||
Remaining shares | 24,000,000 | |||||||||||||
Subsequent Event | Yorkville Convertible Note | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal | $ 300 | |||||||||||||
Conversion of debt to common stock | $ 4,100 | |||||||||||||
Subsequent Event | Promissory Note | Tillou Management and Consulting LLC | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal | $ 2,000 | |||||||||||||
Interest rate | 20% | |||||||||||||
Secured collateral | $ 2,400 | |||||||||||||
Subsequent Event | Common Stock | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Shares issued upon conversion (in shares) | 24,500,000 | 24,500,000 | ||||||||||||
Subsequent Event | Preferred Stock | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Shares converted (in shares) | 5,000,000 | 5,000,000 | ||||||||||||
Subsequent Event | Series B Convertible Preferred Stock | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Consideration received on transaction | $ 10,000 | |||||||||||||
Shares issued (in shares) | 10,000,000 | |||||||||||||
Convertible preferred shares outstanding (in shares) | 10,000,000 | |||||||||||||
Subsequent Event | VIA Motors International, Inc. | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Share price of capital stock issued (in dollars per share) | $ 0.1804 | $ 0.1804 | ||||||||||||
Incremental funds paid | $ 2,900 | |||||||||||||
Subsequent Event | VIA Motors International, Inc. | Convertible preferred stock | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Contingent consideration | $ 180,000 | 180,000 | ||||||||||||
Subsequent Event | Common Stock | VIA Motors International, Inc. | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of common stock issued (in shares) | 126,500,000 | |||||||||||||
Value of common stock issued | $ 72,400 | $ 72,400 | ||||||||||||
Subsequent Event | Convertible preferred stock | VIA Motors International, Inc. | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of common stock issued (in shares) | 2,000,000 |