Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Aug. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-35561 | |
Entity Registrant Name | IDEANOMICS, INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 20-1778374 | |
Entity Address, Address Line One | 1441 Broadway | |
Entity Address, Address Line Two | Suite 5116 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10018 | |
City Area Code | 212 | |
Local Phone Number | 206-1216 | |
Title of 12(b) Security | Common stock, $0.001 par value per share | |
Trading Symbol | IDEX | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,384,019,786 | |
Entity Central Index Key | 0000837852 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 18,880 | $ 21,929 |
Accounts receivable, net | 6,835 | 5,855 |
Contract assets | 1,142 | 3,579 |
Amount due from related parties | 539 | 899 |
Notes receivable from third parties, net | 44 | 31,653 |
Inventory, net | 27,353 | 28,246 |
Prepaid expenses | 10,535 | 13,341 |
Other current assets | 10,185 | 8,536 |
Total current assets | 75,513 | 114,038 |
Property and equipment, net | 11,414 | 9,072 |
Intangible assets, net | 156,090 | 52,768 |
Goodwill | 51,371 | 37,775 |
Operating lease right of use assets | 19,626 | 15,979 |
Long-term investments | 0 | 10,284 |
Other non-current assets | 2,974 | 2,885 |
Total assets | 316,988 | 242,801 |
Current liabilities | ||
Accounts payable | 57,598 | 29,699 |
Accrued salaries | 11,982 | 9,848 |
Accrued expenses | 6,024 | 4,167 |
Deferred revenue | 2,498 | 2,749 |
Due to other related parties | 2,443 | 2,376 |
Current portion of operating lease liabilities | 3,984 | 4,082 |
Promissory note due to related party | 2,014 | 2,021 |
Current portion of promissory note due to third parties | 6,223 | 7,270 |
Convertible promissory note due to third-parties | 1,650 | 3,928 |
Warrant liabilities | 18,553 | 0 |
Other current liabilities | 15,174 | 10,721 |
Total current liabilities | 128,143 | 76,861 |
Promissory note due to third parties, net of current portion | 1,894 | 1,957 |
Operating lease liabilities, net of current portion | 15,288 | 12,273 |
Non-current contingent liabilities | 60,721 | 0 |
Deferred tax liabilities | 4,203 | 3,000 |
Other long-term liabilities | 2,022 | 2,147 |
Total liabilities | 212,271 | 96,238 |
Commitments and contingencies (Note 15) | ||
Equity | ||
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 916,448,791 and 598,286,221 shares issued and 790,072,216 and 598,286,221 shares outstanding as of March 31, 2023 and December 31, 2022, respectively | 916 | 597 |
Additional paid-in capital | 1,041,955 | 1,004,082 |
Accumulated deficit | (951,099) | (866,450) |
Accumulated other comprehensive loss | (5,048) | (6,104) |
Total stockholders' equity | 86,724 | 132,125 |
Non-controlling interest | 3,056 | 4,326 |
Total equity | 89,780 | 136,451 |
Total liabilities, convertible redeemable preferred stock, and equity | 316,988 | 242,801 |
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 March 31, 2023 and December 31, 2022, Series B - 50,000,000.00 shares authorized, 20,000,000 and 10,000,000 shares issued and 10,000,000 and 10,000,000 shares outstanding as of March 31, 2023 and December 31, 2022, respectively, Series C - 2,000,000 shares authorized, 1,159,276 and 0 shares issued and 0 and 0 shares outstanding as of March 31, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022, Series B - 50,000,000.00 shares authorized, 20,000,000 and 10,000,000 shares issued and 10,000,000 and 10,000,000 shares outstanding as of March 31, 2023 and December 31, 2022, respectively, Series C - 2,000,000 shares authorized, 1,159,276 and 0 shares issued and 0 and 0 shares outstanding as of March 31, 2023 and December 31, 2022, respectively | 8,850 | 8,850 |
Series C 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 March 31, 2023 and December 31, 2022, Series B - 50,000,000.00 shares authorized, 20,000,000 and 10,000,000 shares issued and 10,000,000 and 10,000,000 shares outstanding as of March 31, 2023 and December 31, 2022, respectively, Series C - 2,000,000 shares authorized, 1,159,276 and 0 shares issued and 0 and 0 shares outstanding as of March 31, 2023 and December 31, 2022, respectively | $ 4,825 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
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) | 916,448,791 | 598,286,221 |
Common stock, shares outstanding (in shares) | 790,072,216 | 598,286,221 |
Series A Preferred Stock | ||
Convertible redeemable preferred stock | ||
Convertible redeemable preferred stock, shares issued (in shares) | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, shares outstanding (in shares) | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, liquidation and deemed liquidation preference | $ 3,500 | $ 3,500 |
Series B Preferred Stock | ||
Convertible redeemable preferred stock | ||
Convertible redeemable preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Convertible redeemable preferred stock, shares issued (in shares) | 20,000,000 | 10,000,000 |
Convertible redeemable preferred stock, shares outstanding (in shares) | 10,000,000 | 10,000,000 |
Series C Preferred Stock | ||
Convertible redeemable preferred stock | ||
Convertible redeemable preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Convertible redeemable preferred stock, shares issued (in shares) | 1,159,276 | 0 |
Convertible redeemable preferred stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total revenue | $ 10,562 | $ 25,391 |
Total cost of revenue | 11,131 | 25,371 |
Gross (loss) profit | (569) | 20 |
Operating expenses: | ||
Selling, general and administrative expenses | 46,245 | 37,095 |
Research and development expense | 4,625 | 1,014 |
Asset impairments | 44,113 | 81 |
Depreciation and amortization | 4,510 | 1,285 |
Other general expenses | (12,596) | (131) |
Total operating expenses | 86,897 | 39,344 |
Loss from operations | (87,466) | (39,324) |
Interest and other income (expense): | ||
Interest income | 340 | 763 |
Interest expense | (1,349) | (579) |
Gain on remeasurement of investment | 0 | 10,965 |
Other income, net | 2,382 | 43 |
Loss before income taxes and non-controlling interest | (86,093) | (28,132) |
Income tax benefit | 2,985 | 378 |
Impairment of and equity in loss of equity method investees | (2,784) | (1,338) |
Net loss | (85,892) | (29,092) |
Net loss attributable to non-controlling interest | 1,575 | 580 |
Net loss attributable to Ideanomics, Inc. common shareholders | $ (84,317) | $ (28,512) |
Basic loss per share (in dollars per share) | $ (0.12) | $ (0.06) |
Diluted loss per share (in dollars per share) | $ (0.12) | $ (0.06) |
Weighted average shares outstanding: | ||
Basic (in shares) | 731,001,467 | 497,359,747 |
Diluted (in shares) | 731,001,467 | 497,359,747 |
Sale of products | ||
Total revenue | $ 5,756 | $ 14,877 |
Total cost of revenue | 6,391 | 15,738 |
Sale of services | ||
Total revenue | 4,369 | 10,460 |
Total cost of revenue | 4,537 | 9,583 |
Other revenue | ||
Total revenue | 437 | 54 |
Total cost of revenue | $ 203 | $ 50 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parentheticals) - Sale of products - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from related party | $ 4 | $ 0 |
Cost of revenue from related party | $ 37 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (85,892) | $ (29,092) |
Other comprehensive income, net of nil tax: | ||
Foreign currency translation adjustments, net of nil tax | 1,361 | 1,209 |
Comprehensive loss | (84,531) | (27,883) |
Comprehensive loss attributable to non-controlling interest | 1,270 | 296 |
Comprehensive loss attributable to Ideanomics, Inc. common shareholders | $ (83,261) | $ (27,587) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Other comprehensive income (loss), tax | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Cumulative effect of changes in accounting principle | Ideanomics Shareholders’ equity | Ideanomics Shareholders’ equity Cumulative effect of changes in accounting principle | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Deficit Cumulative effect of changes in accounting principle | Accumulated Other Comprehensive Loss | Non- controlling Interest |
Beginning balance (in shares) at Dec. 31, 2021 | 497,272,525 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 365,368 | $ 363,027 | $ 497 | $ 968,066 | $ (605,758) | $ 222 | $ 2,341 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation | 2,355 | 2,355 | 2,355 | |||||||
Common stock issuance for professional fee (in shares) | 350,000 | |||||||||
Common stock issuance for professional fee | 435 | 435 | $ 1 | 434 | ||||||
Tax withholding paid for net share settlement of equity awards | (83) | (83) | (83) | |||||||
Common stock issued under employee stock incentive plan (in shares) | 125,000 | |||||||||
Common stock issued under employee stock incentive plan | 66 | 66 | 66 | |||||||
Deconsolidation of subsidiary | (236) | (236) | ||||||||
Acquisition of subsidiary | 24,778 | 24,778 | ||||||||
Net loss | (29,092) | (28,512) | (28,512) | (580) | ||||||
Foreign currency translation adjustments, net of nil tax | 1,209 | 925 | 925 | 284 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 497,747,525 | |||||||||
Ending balance at Mar. 31, 2022 | 364,800 | 338,213 | $ 498 | 970,838 | (634,270) | 1,147 | 26,587 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 497,272,525 | |||||||||
Beginning balance at Dec. 31, 2021 | 365,368 | 363,027 | $ 497 | 968,066 | (605,758) | 222 | 2,341 | |||
Ending balance (in shares) at Dec. 31, 2022 | 597,741,271 | |||||||||
Ending balance at Dec. 31, 2022 | $ 136,451 | $ (332) | 132,125 | $ (332) | $ 597 | 1,004,082 | (866,450) | $ (332) | (6,104) | 4,326 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Accounting standards update, extensible enumeration | Accounting Standards Update 2016-13 [Member] | |||||||||
Share-based compensation | $ 2,470 | 2,470 | 2,470 | |||||||
Dividend accrued for Preferred Stock Series B | (214) | (214) | (214) | |||||||
Preferred stock series B warrants | (17,402) | (17,402) | (17,402) | |||||||
Common stock issuance for acquisition (in shares) | 126,421,525 | |||||||||
Common stock issuance for acquisition | 26,308 | 26,308 | $ 126 | 26,182 | ||||||
Common stock issuance for professional fee (in shares) | 29,279,870 | |||||||||
Common stock issuance for professional fee | 3,377 | 3,377 | $ 29 | 3,348 | ||||||
Tax withholding paid for net share settlement of equity awards (in shares) | 2,669,850 | |||||||||
Tax withholding paid for net share settlement of equity awards | (354) | (354) | $ 3 | (357) | ||||||
Common stock issuance for preferred stock Series B conversion (in shares) | 49,019,608 | |||||||||
Common stock issuance for preferred stock Series B conversion | 8,850 | 8,850 | $ 49 | 8,801 | ||||||
Share issuance pertinent to SEPA (in shares) | 110,716,667 | |||||||||
Share issuance pertinent to SEPA | 15,157 | 15,157 | $ 111 | 15,046 | ||||||
RSUs issued to employees (in shares) | 600,000 | |||||||||
RSUs issued to employees | 0 | $ 1 | (1) | |||||||
Net loss | (85,892) | (84,317) | (84,317) | (1,575) | ||||||
Foreign currency translation adjustments, net of nil tax | 1,361 | 1,056 | 1,056 | 305 | ||||||
Ending balance at Mar. 31, 2023 | $ 89,780 | $ 86,724 | $ 916 | $ 1,041,955 | $ (951,099) | $ (5,048) | $ 3,056 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) (Parentheticals) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Foreign currency translation adjustments, tax | $ 0 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss | $ (85,892) | $ (29,092) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Share-based compensation expense | 2,470 | 2,355 | |
Depreciation and amortization | 4,831 | 1,285 | |
Noncash lease expense | 1,325 | 878 | |
Non-cash interest income | (226) | (718) | |
Allowance for doubtful accounts | 712 | 0 | |
Income tax benefit | (2,985) | (378) | |
Issuance of common stock for professional fees | 3,073 | 749 | |
Other expense | 151 | 43 | |
Change in fair value of contingent consideration | (12,946) | (131) | |
Impairment losses | 44,113 | 81 | |
Foreign currency exchange losses | 176 | 0 | |
Impairment of and equity in losses of equity method investees | 2,784 | 1,338 | |
Loss on disposal of subsidiary | 0 | 180 | |
Gain on remeasurement of investment | 0 | (10,965) | |
Change in assets and liabilities (net of amounts acquired): | |||
Accounts receivable | (1,968) | 1,183 | |
Inventory | 942 | (6,428) | |
Prepaid expenses and other assets | 6,388 | (3,967) | |
Accounts payable | 14,235 | 6,624 | |
Deferred revenue | (354) | 1,933 | |
Amount due to related parties | 426 | 101 | |
Accrued expenses, salary and other current liabilities | 1,494 | (6,991) | |
Net cash used in operating activities | (21,251) | (41,920) | |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (132) | (1,132) | |
Acquisition of intangible asset | 0 | (85) | |
Disposal of subsidiaries, net of cash disposed | 0 | (417) | |
Acquisition of subsidiaries, net of cash acquired | 831 | (54,889) | |
Investment in debt securities | (2,900) | (514) | |
Investments in long-term investment | 0 | (120) | |
Net cash used in investing activities | (2,201) | (57,157) | |
Cash flows from financing activities | |||
Proceeds from issuance of shares, stock options and warrants | 3,129 | 0 | |
Proceeds from issuance of convertible notes | 1,400 | 0 | |
Proceeds from issuance of preferred stock | 9,850 | 0 | |
Borrowings from related parties | 2,000 | 0 | |
Borrowings from third parties | 7,500 | 0 | |
Proceeds from revolving line of credit | 1,725 | 0 | |
Repayments to third parties | (633) | (147) | |
Principal payments on revolving line of credit | (2,656) | 0 | |
Tax withholding paid for net share settlement of equity awards | 0 | (83) | |
Payment of finance lease obligations | (53) | 0 | |
Repayments to related parties | (2,000) | 0 | |
Net cash provided by (used in) financing activities | 20,262 | (230) | |
Effect of exchange rate changes on cash | 141 | 201 | |
Net (decrease) in cash and cash equivalents | (3,049) | (99,106) | |
Cash and cash equivalents at the beginning of the period | 21,929 | 269,863 | $ 269,863 |
Cash and cash equivalents at the end of the period | 18,880 | 170,757 | $ 21,929 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income tax | 6 | 0 | |
Cash paid for interest | 116 | 0 | |
Issuance of shares for acquisition | 26,308 | 0 | |
Issuance of shares for repayment of convertible note and accrued interest | 15,157 | 0 | |
Purchases of property and equipment with unpaid costs accrued in accounts payable | 685 | 0 | |
Purchases of intangibles with unpaid costs accrued in accounts payable | 40 | 0 | |
Issuance of shares for preferred stock conversion | 8,850 | 0 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 320 | $ 6,746 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Unaudited Interim Financial Statements The consolidated financial statements of the Company, including the consolidated balance sheet as of March 31, 2023, the consolidated statements of operations, the consolidated statements of comprehensive loss, the consolidated statements of equity, and the consolidated statements of cash flows for the three months ended March 31, 2023 and 2022, as well as other information disclosed in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements as of that date. The interim consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 30 2023. The interim consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods. Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-period financial statement presentation. Significant Accounting Policies For a detailed discussion of Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ condensed consolidated financial statements included in the Company’s 2022 Form 10-K. Inventory Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost generally computed on a FIFO basis. 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 composition of inventory is as follows (in thousands): March 31, 2023 December 31, 2022 Raw materials $ 9,312 $ 12,043 Work in progress 11,417 10,868 Finished goods 17,273 11,043 Inventory Reserve (10,649) (5,708) Total $ 27,353 $ 28,246 As of March 31, 2023 and December 31, 2022, the carrying amount of inventories serving as collateral for short-term borrowing agreements is $6.1 million. Revenue 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. 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 March 31, 2023 and December 31, 2022 is $0.7 million and $0.6 million, respectively, and is included in “Other long-term liabilities” within the consolidated balance sheets. VIE Structures and Arrangements The Company consolidated its VIE located in Italy in which it holds variable interests and was the primary beneficiary through contractual agreements as of March 14, 2022, the date control was obtained. 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 financial position of this VIE is included in the consolidated financial statements for periods ended March 31, 2023 and December 31, 2022. The results of operations and cash flows of this VIE are included in the consolidated financial statements for the three months ending March 31, 2023 and for the period from March 14, 2022 through March 31, 2022. Refer to Note 5. 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 for the period ended December 31, 2022. Prior to January 31, 2023, 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.Subsequent to the acquisition of VIA on January 31, 2023, the results of operations and financial position of this VIE are included in the consolidated financial statements for period ended March 31, 2023.Refer to Note 5. The maximum exposure for this VIE is represented in the consolidated balance sheets prior to acquisition. The maximum exposure is limited to $39.1 million for the year ended December 31, 2022, recorded in "Notes receivables from third parties, net' and "Long-term investments." Refer to Notes 4 and 5 for additional information regarding transactions with VIA. Liquidity and Going Concern The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with U.S. GAAP. 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. (3) The Company breached at least two covenants, including making timely SEC filings and a minimum stock purchase from the Company’s officers or directors, although Yorkville has not asserted either breach and has since extended additional loan amounts to the Company As of March 31, 2023, the Company had cash and cash equivalents of approximately $18.9 million, of which $15.0 million is held in China and is subject to local foreign exchange regulations in that country. The company has initiated a formal process to repatriate these cash funds located in China and as of the date of this filing has successfully repatriated $7.0 million. 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 $75.6 million, other current liabilities of $15.2 million, operating lease payments due within the next twelve months of $4.0 million, and payments of short-term and long-term debt due within the next twelve months of $9.9 million. The Company had a net loss of $84.3 million for the quarter ended March 31, 2023, and an accumulated deficit of $951.1 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 2022 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 no remaining available and committed equity funding vehicles. As our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 was not filed timely, we will not be Form S-3 eligible until August 4, 2024, which could make fund raising more difficult or more expensive. Management continues to seek to raise additional funds through the issuance of equity, mezzanine or debt securities. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our business and industry. These factors individually and collectively raise doubt about the Company’s ability to continue as a going concern. 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 continued to incur net losses and negative cash flows from operating and investing activities in the quarter ended March 31, 2023, consistent with its business plan for ongoing activities. As of the date of the filing of this Form 10-Q, securing additional financing is in progress, and as such management’s actions to preserve an adequate level of liquidity for a period extending twelve months from the date of the filing of this Form 10-Q are no longer sufficient on their own without additional financing, to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern. We currently do not have adequate cash to meet our short or long-term needs. In the event additional capital is raised, it may have a dilutive effect on our existing stockholders. The Company’s ability to raise capital is critical. The company has raised approximately $20.3 million, since the beginning of the first quarter 2023, including the sale of preferred shares, issuance of a convertible note, and the sale of shares under the SEPA. 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 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. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, to require financial assets carried at amortized cost to be presented at the net amount expected to be collected based on historical experience, current conditions and forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU No. 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02 and ASU 2020-03 to provide additional guidance on the credit losses standard. ASU 2019-10 deferred 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. Adoption of the ASUs is on a modified retrospective basis. We adopted the ASUs on January 1, 2023. The Company recorded $0.3 million impact to the retained earning . This ASU applies to all financial assets including loans, trade receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. 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. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this ASU prospectively on January 1, 2023. This ASU has not and is currently not expected to have a material impact on our consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table summarizes the Company’s revenues disaggregated by geography and major revenue source (in thousands): Three Months Ended March 31, March 31, Geographic Markets North America $ 7,736 $ 11,760 Asia 1,038 13,252 Europe 1,788 379 Total $ 10,562 $ 25,391 Product or Service EV products $ 2,723 $ 14,244 EV services 57 83 Electric motorcycle products and services 2,773 379 Electric motorcycle sponsorship services 36 — Charging, batteries and powertrain products 260 254 Charging, batteries and powertrain services 30 452 Title and escrow services 4,246 9,925 Other revenue 437 54 Total $ 10,562 $ 25,391 For the three months ended March 31, 2023 and 2022, the Company recorded grant revenue of $0.4 million and $0.1 million, respectively, in "Other revenue" in the consolidated statements of operations. Revenue recognized from the deferred revenue balance as of December 31, 2022 and 2021 was $0.7 million and $2.1 million |
Notes Receivable from Third Par
Notes Receivable from Third Parties | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Notes Receivable from Third Parties | Notes Receivable from Third Parties The following table shows the composition of notes receivable, net of reserves (in thousands): March 31, December 31, Green Power Motor Company $ 44 $ 45 VIA — 31,608 $ 44 $ 31,653 The following table summarizes the activity related to the notes receivable reserve (in thousands): Balance at December 31, 2022 $ 60,513 Write-offs (48,913) Effect of change in foreign currency exchange rates 176 Balance at March 31, 2023 $ 11,776 Write-offs during the three months ended March 31, 2023 of $48.9 million were driven by the completion of the VIA acquisition as of January 31, 2023 and the notes value extended to VIA Motors prior to the closing of the acquisition were adjusted at the time of the acquisition to reflect the value attributable to the credits included in the closing statement. VIA notes receivable, including additional funding of $0.8 million on January 17, 2023, were settled and included in the consideration |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2023 | |
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 EVs. 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 businesses 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. 2023 Acq uisition VIA Acquisition On January 31, 2023, the company closed the acquisition of VIA, pursuant to the terms of the Amended and Restated Merger Agreement. In closing, the company acquired all outstanding shares of VIA in exchange for the issuance of $125.7 million common shares and $1.2 million convertible preferred shares (at a ratio of 20:1 to common) and the settlement of loans advanced to VIA prior to closing with a settlement value of $5.7 million. In addition, the VIA selling shareholders will be entitled to receive up to $180.0 million in convertible preferred shares upon the satisfaction of earn out provisions included in the Amended and Restated Merger agreement. The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.The recorded amounts for assets acquired and liabilities assumed are provisional and subject to change during the measurement period for certain items including the valuation of separately identified intangibles (Dollars in thousands) January 31, 2023 Fair value of consideration transferred: Common shares $ 28,617 Preferred shares 4,825 SAFE note 581 Secured convertible note 5,165 Contingent consideration 73,627 Purchase price $ 112,815 Allocated to: Current assets 1,757 Property and equipment, net 2,315 Operating lease right of use assets 5,064 Intangible assets – development technology 104,200 Intangible assets – trademark and tradename 11,410 Goodwill 13,020 Other assets — Current liabilities (16,940) Deferred tax liability (4,227) Other liabilities (3,784) Fair value of assets acquired, less liabilities assumed $ 112,815 The useful lives of the intangible assets acquired is as follows: January 31, 2023 Intangible assets – development technology 20 Intangible assets – trademark and tradename 20 Weighted average 20 The estimated amortization expense related to these intangible assets for each of the years subsequent to March 31, 2023, is as follows (amounts in thousands): 2023 remaining $ 12,627 2024 14,591 2025 12,487 2026 10,709 2027 9,178 Thereafter 53,212 Total $ 112,804 Amortization expense related to intangible assets created as a result of the VIA acquisition for the three months ended March 31, 2023 was $2.8 million. The goodwill from the VIA acquisition represents future economic benefits that we expect to achieve as a result of the VIA acquisition. Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is not expected to be deductible for tax purposes. Goodwill will not be amortized but instead will be tested for impairment at least annually and more frequently if certain indicators of impairment are present. Revenue of $0.0 million and net loss $8.0 million for the three months ended March 31, 2023 have been included in the consolidated financial statements. Unaudited Pro forma Financial Information The unaudited pro forma results presented below include the effects of the Company’s acquisitions as if the acquisitions had occurred on January 1, 2022. The Company filed an Amended Form 8-K on July 3, 2023 to disclose unaudited pro forma financial information, and explanatory notes, related to the acquisition of VIA as it met the criteria of a significant acquisition. The Energica acquisition did not meet the criteria of a significant acquisition, in aggregate or individually. The pro forma adjustments are based on historically reported transactions by the acquired companies. The pro forma results do not include any material, nonrecurring adjustments directly attributable to the 2021 Acquisitions or the Energica acquisition. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions occurred on January 1, 2022. Three Months Ended March 31, 2023 March 31, 2022 (Amounts in thousands, except per share and share data) Total revenue $ 10,581 $ 25,411 Net loss attributable to Ideanomics, Inc. common shareholders 73,012 40,082 2022 Acq uisition The Company has completed the below acquisition in the three months ended March 31, 2022. The accompanying consolidated financial statements include the operations of the acquired entity from its respective acquisition dates. The acquisition has been accounted for as a business combination. 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 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 three months ending March 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) March 14, 2022 Cash paid at closing, including working capital estimates $ 58,140 Fair value of previously held interest 22,183 Fair value of non-controlling interest 24,778 Purchase price $ 105,101 Allocated to: Current assets $ 19,708 Property and equipment, net 1,927 Intangible assets –Customer relationships 14,226 Intangible assets – Development technology 18,603 Intangible assets – Trademark and trade name 14,496 Goodwill 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: March 14, 2022 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 March 31, 2023, is as follows (amounts in thousands): 2023 remaining $ 2,976 2024 3,967 2025 3,967 2026 3,967 2027 3,967 Thereafter 23,658 Total $ 42,502 Amortization expense related to intangible assets created as a result of the Energica acquisition for the three months ending March 31, 2023 and 2022, respectively was $1.0 million and $0.4 million. The goodwill from the Energica acquisition represents future economic benefits that we expect to achieve as a result of the Energica acquisition, Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is not 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 $2.8 million and $0.4 million and net loss of $4.5 million and $0.8 million for the three months ended March 31, 2023 and 2022, respectively, have been included in the consolidated financial statements. Dispositions SSE Refer to Note 11 for further discussion of this related party transaction. 2023 and 2022 Transaction Costs Transaction costs describe the broad category of costs the Company incurs in connection with signed and/or closed acquisitions. Transaction costs include expenses associated with legal, accounting, regulatory, and other transition services rendered in connection with acquisition, travel expense, and other non-recurring direct expenses associated with acquisitions. • The Company incurred transaction costs of $11.7 million during the three months ended March 31, 2023 related to VIA acquisition. • The Company incurred transaction costs of $0.6 million during the three months ended March 31, 2022, related to the Energica acquisition. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring On September 12, 2022, the Board authorized management to pursue a plan to restructure the current EV resale activities in China. While the current operational activities will decline in scale during 2023, 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. For the three months ending March 31, 2023 and 2022, the company generated $0.7 million and $13.2 million in revenues in the PRC, primarily from the sale of EV products, respectively. The carrying value of long lived assets in the PRC for the period ended March 31, 2023 and December 31, 2022, was $0.03 million and $0.1 million, respectively. Cash held in the PRC was approximately $15.0 million and $15.5 million for the period ended March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023 and December 31, 2022, the Company recorded charges of $1.0 million and $1.2 million in connection with its restructuring actions on the consolidated balance sheet. The restructuring charges consist of employee termination costs of $1.0 million and $1.1 million, respectively. Employee termination benefits were recorded based on statutory requirements, completed negotiations and Company policy. The following table summarizes the charges in connection with its employee termination cost (in thousands): Three Months Ended March 31, 2023 March 31, 2022 Balance at the beginning of the period $ 1,056 $ — Increase/(decrease) — — Payment $ (35) $ — Balance at the end of the period $ 1,021 $ — |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2023 | |
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): March 31, December 31, Furniture and office equipment $ 2,554 $ 2,753 Vehicle 853 1,257 Leasehold improvements 3,971 4,577 Shop equipment 4,546 3,204 Total property and equipment 11,924 11,791 Less: accumulated depreciation (3,274) (2,719) 8,650 9,072 Construction in progress 2,764 — Property and equipment, net $ 11,414 $ 9,072 The Company recorded depreciation expense of $0.7 million and $0.3 million, which have been included in "Cost of revenue from sales of products" and "Depreciation and amortization" in the consolidated statements of operations, for the three months ended March 31, 2023 and 2022, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
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 eight reporting units. Goodwill The following table summarizes changes in the carrying amount of goodwill (in thousands): Balance as of December 31, 2022 37,775 Goodwill acquired during the year (a) 13,020 Effect of change in foreign currency exchange rates 576 Balance as of March 31, 2023 $ 51,371 (a) Refer to Note 5 for discussion of VIA acquisition. Intangible Assets The following tables summarize information regarding amortizing and indefinite lived intangible assets (in thousands): March 31, 2023 Weighted Intangible before impairment Accumulated Accumulated impairment charge Net Definite lived intangible assets* Patents, trademarks and brands 19.8 33,128 (2,060) (5,644) 25,424 Customer relationships 13.5 14,149 (1,179) — 12,970 Licenses 4.2 1,105 (166) (851) 88 Lender relationships 0 2,510 (594) (1,916) — Software 2.7 142 (48) — 94 Technology 18.1 122,705 (5,216) — 117,489 Total 173,739 (9,263) (8,411) 156,065 Indefinite lived intangible assets Timios title plant 500 — (500) — Website name 25 — — 25 Total $ 174,264 $ (9,263) $ (8,911) $ 156,090 December 31, 2022 Gross Accumulated Accumulated impairment charge Net Definite lived intangible assets* Patents, trademarks and brands $ 22,974 $ (1,625) $ (1,520) $ 19,829 Customer relationships 13,937 (824) — 13,113 Licenses 1,141 (148) — 993 Lender relationships 16,600 (2,034) (12,548) 2,018 Software 4,491 (1,288) (3,182) 21 Technology 18,225 (1,956) — 16,269 Total 77,368 (7,875) (17,250) 52,243 Indefinite lived intangible assets Timios title plant 500 — — 500 Website name 25 — — 25 Total $ 77,893 $ (7,875) $ (17,250) $ 52,768 *excludes intangible assets fully amortized or written off in prior period As discussed in Note 17, update for purchase agreement discussion and impairment considerations. As a result, the Company recorded an impairment charge of $8.9 million for the three months ended March 31, 2023. Amortization expense relating to intangible assets was $4.1 million and $1.0 million for the three month ended March 31, 2023 and 2022, respectively. The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be 2023 (excluding the three months ended March 31, 2023) $ 15,766 2024 18,764 2025 16,651 2026 14,773 2027 13,168 2028 and thereafter 76,943 Total $ 156,065 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the outstanding promissory notes as of March 31, 2023 and December 31, 2022 (dollars in thousands): March 31, December 31, Interest Rate Principal Amount Carrying Amount Principal Amount Carrying Amount YA II PN Convertible Debenture due 2/24/2023 4.0% $ 250 $ 250 $ 4,442 $ 3,928 YA II PN Convertible Debenture due 9/30/2023 4.0% 1,400 1,400 — — Tillou promissory note due on demand after 1/15/2023 20.0% — — 2,000 2,021 Tillou promissory note due on demand after 4/20/2023 20.0% 2,000 2,014 — — Commercial Insurance Premium Finance 5.5%-6.2% 905 905 1,335 1,335 SBA PPP due April 10, 2025 1.0% 195 195 219 219 Other lending agreements 1.0%-12% 6,999 7,017 7,673 7,673 Total $ 11,749 11,781 $ 15,669 15,176 Less: Current portion (9,887) (13,219) Long-term Note, less current portion $ 1,894 $ 1,957 The weighted average interest rate for these borrowings is 7.6% and 8.1% as of March 31, 2023 and December 31, 2022, respectively. The Company recognized interest expense related to the YA II PN convertible debenture due February 24, 2023 of $0.5 million, including of $0.5 million debt discount amortization for the three months ended March 31, 2023. The Company breached at least two covenants, including making timely SEC filings and a minimum stock purchase from the Company’s officers or directors. Yorkville has not asserted either breach and has since extended additional loan amounts to the Company. New debt transactions executed by the Company during the three months ended March 31, 2023 are as follows: (a) YA II PN Convertible Debenture due 9/30/2023 On March 30, 2023, the Company entered into the first Amendment to the SDPA for the Company to sell and YA II PN to purchase convertible debentures pursuant to an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the SEC. Under the amended SDPA, YA II PN purchased an additional debenture with substantially the same terms in the principal amount of $1.4 million. (b) Tillou promissory note due on demand after 4/20/2023 Refer to Note 11 for further discussion of this related party transaction. |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock Significant convertible preferred stock transactions during the three months ended March 31, 2023 are as follows: Convertible Preferred Stock Series C During the three months ended March 31, 2023, the Board authorized 2.0 million shares of Preferred Stock Series C. Each share of Preferred Stock Series C 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 twenty 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 Preferred Stock Series C 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 $0.1804, as may be adjusted from time to time plus all accrued, but unpaid dividends, whether declared or not. As of March 31, 2023, 1,159,276 shares of Preferred Stock Series C were issued. The Preferred Stock Series C shareholders shall be entitled to one vote per common stock on an as-converted basis and are only entitled to receive dividends when and if declared by the Board. Convertible Preferred Stock Series B The third closing with Acuitas was held on February 2, 2023, at which time 10.0 million shares of Preferred Stock Series B and 10.0 million warrants were purchased and at the price of $10.0 million. The fair value of the warrants is $2.3 million based on binomial lattice model and recorded on the " Additional paid-in capital" on the consolidated balance sheets as of December 31 2022.Acuitas converted 10.0 million shares of Preferred Stock Series B into 49.1 million shares of common stock during the three months ended March 31, 2023. Between March 6, 2023 and May 2, 2023, Ideanomics received a total of 10 cashless exercise notices for a total of 96.7 million warrants requesting an aggregate number of 398.9 million common shares be issued pursuant to the cashless exercise notices. this is inconsistent with the 20 million warrants specified in the agreement. The company has considered whether to pursue litigation on this matter and decided not to purse litigation but to try and complete the agreement and close the relationship with Acuitas considering the court issued a preliminary injunction order on March 31, 2023 requiring Ideanomics to comply with the cashless exercise notices received from Acuitas in March, As a result, the Company has recorded $18.6 million warrant liabilities as of March 31, 2023 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions (a) Transactions with Dr. Wu and his affiliates Dr. Wu As of March 31, 2023 and December 31, 2022, the Company has receivables of $0.2 million, respectively, due from Dr. Wu, the former Chairman of the Company, and his affiliates recorded in “Amounts due from related parties” in the consolidated balance sheets. As of March 31, 2023 and December 31, 2022, the Company has payables of $0.7 million, respectively, due to Dr. Wu, the former Chairman of the Company, and his affiliates recorded in “Amounts due to related parties” in the consolidated balance sheets. Service agreement with SSSIG The Company entered a 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. As of March 31, 2023 and December 31, 2022, the Company recorded $0.4 million in “Amount due to related parties” in the consolidated balance sheets. (b) 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 March 31, 2023 and December 31, 2022. (c) Amounts due from and due to Glory As of March 31, 2023 and December 31, 2022, the Company has payables of $0.2 million and $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” in the consolidated balance sheets. (d) Receivable due from Tree Technology minority shareholders As of March 31, 2023 and December 31, 2022, the Company has receivables of $0.3 million, respectively, due from Tree Technology minority shareholders for the registered capital contribution of the entity recorded in "Amounts due from related parties" in the consolidated balance sheets. (e) Transactions with Energica management and their affiliates Energica management stock options The Company loaned $1.8 million to Energica senior management to exercise their stock options during the three months ended March 31 2022. In the second quarter of 2022, the Company purchased 0.8 million shares from options exercised for an additional $1.3 million during the three months ended June 30, 2022. The total of the disbursements, $3.1 million, is considered part of the purchase price of Energica. Materials and services from CRP Meccanica S.r.l., CRP Service S.r.l. and CRP Technology S.r.l. Energica has purchased and $37,000 and $0.1 million of material and services from three entities owned by one of its senior management team during the three months ended March 31, 2023 and March 31 2022, respectively, The outstanding payable as of March 31, 2023 and December 31, 2022, with these three entities is $1.4 million and $1.3 million, respectively, and recorded in “Amounts due to related parties” in the consolidated balance sheets. Lease agreement with EMCH S.r.l. Energica entered a lease agreement with EMCH S.r.l., an entity owned by one of its senior management team. The lease period is from February 1, 2023 through January 31, 2029. This lease agreement is reflected in the consolidated balance sheets and statement of operations as follows (in thousands): March 31, 2023 Operating lease right of use assets $ 318 Current portion of operating lease liabilities 46 Operating lease liabilities, net of current portion 271 Selling, general and administrative expenses 11 (f) Promissory notes with Tillou On December 13, 2022, the Company entered into a promissory note with Tilllou in the amount of $2.0 million. The principal and interest is payable on demand any time after January 15, 2023. The note bears interest at a rate of 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 recorded the note in “Amounts due to related parties” in the consolidated balance sheets as of December 31, 2022. The Company repaid the principal and the accrued interest of less than $0.1 million on January 13, 2023. On March 19, 2023, the Company entered into a promissory note with Tilllou in the amount of $2.0 million. The principal and interest is payable on demand any time afte r April 20, 2023. The note bears interest at a rate of 20% per annum. If any amount payable under the Note is not paid when due, such overdue amount shall bear interest at the Interest Rate plus 2%. The Company granted to the Noteholder a security interest in a purchase obligation of YA II PN, Ltd as c ollatera l. The Company recorded the note in “Amounts due to related parties” in the consolidated balance sheets as of March 31, 2023. (g) Disposal of SSE On February 9, 2022, the Company transferred its 51.0% interest in SSE 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 “ Other income, net |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation As of March 31, 2023, the Company had 31.5 million options, 7.0 million RSUs and 98.0 million warrants outstanding. The Company awards common stock and stock options to employees, consultants, and directors as compensation for their services. Stock option awards to employees, consultants, and directors are recorded by the Company 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 Monte-Carlo valuation model and recognizes the fair value of each option as compensation expense over the derived service period. For the options with performance conditions, the fair value of each award is estimated on the date of grant using Black-Scholes Merton valuation model and recognizes the fair value of each option as compensation expense over the implicit service period. For RSUs and option awards only with service conditions, the fair value of each option award is estimated on the date of grant using the Black-Scholes Merton valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period. Effective as of December 3, 2010 and amended on August 3, 2018, the Company’s Board of Directors approved the 2010 Plan pursuant to which options or other similar securities may be granted. On October 22, 2020, the Company’s shareholders approved the amendment and restatement of the 2010 Plan. The maximum aggregate number of shares of common stock that may be issued under the 2010 Plan increased from 31.5 million shares to 56.8 million shares. As of March 31, 2023, options available for issuance are 58.5 million shares. For the three months ended March 31, 2023 and 2022, total share-based payments expense was $2.4 million , respectively. (a) Stock Options The following table summarizes stock option activity for the three months ended March 31, 2023: Options Weighted Weighted Aggregate Outstanding at January 1, 2023 33,240,364 $ 1.17 7.8 $ — Expired (1,563,574) 1.07 Forfeited (222,292) 0.41 Outstanding at March 31, 2023 31,454,498 1.19 7.83 — Vested as of March 31, 2023 21,292,622 1.42 7.16 — Expected to vest as of March 31, 2023 10,161,876 0.71 9.23 — As of March 31, 2023, $3.5 million o f total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 1.18 years. The total intrinsic value of shares exercised in the three months ended March 31, 2023 and 2022 was $0.0 million . The total fair value of shares vested in the three months ended March 31, 2023 and 2022 was $2.0 million and $2.2 million, respectively. Cash received from options exercised in the three months ended March 31, 2023 and 2022 was $0.0 million. For the options with service conditions, the assumptions used to estimate the fair values of the stock options granted in the three months ended March 31, 2022 as follows: Three Months Ended March 31, 2022 Expected term (in years) 5.51-5.53 Expected volatility 123% Expected dividend yield — % Risk free interest rate 1.69%-2.12% (b) Warrants In connection with certain of the Company’s service agreements, the Company issued warrants to service providers to purchase common stock of the Company. The weighted average exercise price was $0.29 and the weighted average remaining life was 4.75 years . March 31, 2023 December 31, 2022 Warrants Outstanding Number of Number of Exercise Expiration Acuitas 24,509,804 5,000,000 $ 0.29 November 14, 2027 Acuitas 24,509,804 5,000,000 0.29 November 27, 2027 Acuitas 49,019,608 — 0.29 February 2, 2028 Total 98,039,216 10,000,000 (c) RSUs 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 2.00 years . The aggregated grant date fair value of all those restricted shares was $1.6 million. In January 2023, due to the completion of VIA acquisition, the Company assumed the restricted shares that VIA granted to its employees of 1.5 million, which was adjusted to 3.6 million restricted shares of IDEX . The aggregated fair value of all those restricted shares was $0.7 million on the acquisition completion date. As of March 31, 2023, there was $1.1 million of unrecognized compensation cost related to unvested restricted shares. |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share The following table summarizes the Company’s loss per share for the three months ended March 31, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended March 31, March 31, Net loss attributable to Ideanomics, Inc. common stockholders (84,317) (28,512) Basic Basic weighted average common shares outstanding 731,001,467 497,359,747 Diluted Diluted potential common shares 731,001,467 497,359,747 Net loss per share: Basic $ (0.12) $ (0.06) Diluted $ (0.12) $ (0.06) Basic net loss per common share attributable to the Company’s shareholders is calculated by dividing the net loss attributable to the Company’s shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive. The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands): March 31, December 31, Warrants 409,358 10,000 Options and RSUs 43,237 42,055 Series A Preferred Stock 933 933 Series B Preferred Stock 90,909 62,500 Series C Preferred Stock 23,186 — Contingent shares 1,637,377 1,491 Convertible promissory note and interest 15,314 30,317 Total 2,220,314 147,296 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In January 2023 approximately $4.2 million of deferred tax liabilities were recognized on the acquisition of VIA as shown in the table in Note 5. The deferred tax liabilities recognized related primarily to intangible assets recognized for financial reporting purposes that are not recognized for income tax purposes. A significant portion of Ideanomics’ net deferred tax assets had previously been judged to be more likely that not to be unable to reduce the Company’s income tax liability and consequently were offset by a valuation allowance. Once the acquisition of VIA 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 approximately $2.4 million during the three months ended March 31, 2023. In general, the Company has net operating loss carryovers creating deferred tax assets that, to the extent that they do not offset deferred tax liabilities, are reduced by a 100% valuation allowance. Certain deferred tax liabilities cannot be offset by deferred tax assets. These consist of state deferred tax liabilities of certain US subsidiaries that file separate state tax returns and of certain foreign subsidiaries. The Company also has certain deferred tax liabilities that can only be 80% offset by deferred tax assets relating to net operating loss carryovers that can only offset 80% of taxable income. During the three months ended March 31, 2023 there was an income tax benefit of approximately $3.0 million. This consisted principally of the approximately $2.4 million one-time benefit as discussed in the preceding paragraph plus approximately $0.6 million resulting from the amortization or impairment of intangible assets with carrying values in excess of their tax bases. The latter resulted in the reversal of related deferred tax liabilities. The income tax benefit was substantially all domestic. In March 2022 approximately $4.7 million of deferred tax liabilities were recognized on the acquisition of Energica. These are included in “other liabilities” in the table in Note 5. During the three months ended March 31, 2022, there was an income tax benefit of approximately $0.4 million, this consisted principally of approximately $0.3 million state income tax benefits for US subsidiaries and approximately $0.1 million of foreign income tax benefits. The foreign income tax benefit for the three months ended March 31, 2023, consists primarily of the reversal of some of the Energica deferred tax liability as a result of Energica's losses. At March 31, 2023 and December 31, 2022, the Company’s deferred tax assets do not include approximately $0.3 million of potential deferred tax assets, arising in 2021, not recognized because they do not meet the threshold for recognition. If these assets were to be recognized, they would be fully offset by a valuation allowance. Other than these, there were no uncertain tax positions that would prevent the Company from recording the related benefit as of March 31, 2023 and December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 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 to amend and dismissed the case. Merger-related Litigation and Demand Letters Following the announcement of the Company’s agreement to acquire VIA, the Company received several demand letters on behalf of purported stockholders of the Company and the Company and certain of its officers and directors have been named as defendants in complaints filed and consolidated in the United States District Court for the Southern District of New York demanding the issuance of additional disclosures in connection with the merger. The specific complaints, all of which have been consolidated, have the following filing dates: Macmillan v. Ideanomics, Inc.et al.¸ December 2, 2021; Saee v. Ideanomics, et al., December 7, 2021; and Foran v. Ideanomics, Inc., et al., January 11, 2022. In those complaints, Plaintiffs allege that the Company’s Registration Statement on Form S-4 initially filed with the SEC on November 5, 2021, is false and misleading and purportedly omits material information regarding the Company’s acquisition of VIA. The Company believes that its disclosures comply fully with applicable law and that the demand letters and complaints are without merit. Nevertheless, in order to moot the purported deficiencies alleged in the demand letters and the complaints, avoid the risk of delaying the consummation of the merger, and minimize the costs, risks, and uncertainties inherent in litigation, the Company, without admitting any liability or wrongdoing, voluntarily provided certain supplemental disclosures. Nothing in those supplemental disclosures should be considered an admission of the legal necessity or materiality under applicable laws of any of the disclosures included. To the contrary, the Company denies all of the allegations in the demand letters and the complaints that any additional disclosures are required. SEC Investigation As previously reported, the Company is subject to an investigation by the Division of Enforcement of the United States Securities and Exchange Commission. The Company is cooperating with the investigation and has responded to requests for documents, testimony and information regarding various transactions and disclosures going back to 2017. At this point, we are unable to predict what the timing or the outcome of the SEC investigation may be or what, if any, consequences the SEC investigation may have with respect to the Company. However, the SEC investigation could result in additional legal expenses and divert management’s attention from other business concerns and harm our business. If the SEC were to determine that legal violations occurred, we could be required to pay civil penalties or other amounts, and remedies or conditions could be imposed as part of any resolution. 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 parties settled the arbitration on April 12, 2023 pursuant to which Ideanomics will make periodic payments towards Mr. McCarthy’s separation agreement. Ideanomics has since made the first payment. 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 negotiated a payment plan, under which Ideanomics failed to meet its obligations. Cantor filed a confession of judgment for the remaining $0.1M on July 18, 2023. 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. On March 31, 2023, the Court enjoined Ideanomics, requiring the Company to honor future contractual requests from Acuitas. The case is still in active litigation. 3i LP v. Ideanomics On March 21, 2023, Ideanomics was served with a notice of lawsuit filed in the Supreme Court of New York, New York County. The summons alleges breach of contract regarding an exclusive term sheet. On June 9, 2023, Ideanomics filed a motion to dismiss for failure to state a claim, since the term sheet expressly stated that it was non-binding (among other reasons), which the plaintiff opposed. Ideanomics’ response brief is due August 2, 2023. The case remains pending. Additional Matters |
Contingent Consideration
Contingent Consideration | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Contingent Consideration | Contingent Consideration The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands): March 31, 2023 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration 2 — — 78 78 Solectrac - Contingent consideration 3 — — 100 100 VIA - Contingent consideration 4 $ — $ — $ 60,721 $ 60,721 Total $ — $ — $ 61,548 $ 61,548 December 31, 2022 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration 2 — — 118 118 Solectrac - Contingent consideration 3 — — $ 100 100 Total $ — $ — $ 867 $ 867 1 This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The Company issued 11.3 million shares during the year ended December 31 2020 and still have the obligation to issue 1.0 million shares March 31, 2023 and December 31, 2022. 2 This represents the liability incurred in connection with the acquisition of Tree Technology shares during the three months ended December 31, 2019 and as subsequently remeasured as of March 31, 2023 and 2022. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach. 3 This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. 4 This represents the liability incurred in connection with the acquisition of VIA. 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 was valued using the Black-Scholes Merton model. The contractual period which required periodic remeasurement has expired as of April 17, 2020, and therefore the Company will not remeasure this liability in the future. 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. 2023 and December 31, 2022 Risk-free interest rate 0.1% Expected volatility 30% Expected term (years) 0.08 Expected dividend yield — % Tree Technologies Contingent Consideration The fair value of the Tree Technologies contingent consideration as of March 31, 2023 and December 31, 2022, 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: March 31, 2023 December 31, 2022 Weighted-average cost of capital 15.0% 15.0% Probability 5%-20% 5%-20% Solectrac Contingent Consideration The fair value of the Solectrac contingent consideration as of March 31, 2023 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: March 31, 2023 and December 31, 2022 Risk-free interest rate 3.4% Expected volatility 25.0% Expected discount rate 13.1% VIA Contingent Consideration The fair value of the VIA contingent consideration as of March 31, 2023 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: March 31, 2023 Risk-free interest rate 3.7 % Expected volatility 65.0 % Expected discount rate 13.9 % Contingent January 1, 2023 $ 867 Addition 73,628 Remeasurement loss/(gain) recognized in the statement of operations (12,947) March 31, 2023 $ 61,548 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events FNL Stock Purchase Agreement On April 14, 2023, David L. Beatty (the “Purchaser”), the Company and FNL entered into a Stock Purchase Agreement in which the Purchaser purchased from the Company 664,578 shares of FNL common stock (representing all of the shares of FNL common stock held by the Company) for an aggregate purchase price of $1.0 million. FNL holds 100% of the shares of Grapevine, which the Company sold to FNL in April of 2021. Simultaneously, the Company withdrew from the Shareholders’ Agreement relating to FNL shares originally among the Company, the Purchaser and certain other holders of FNL stock. Amended and Restated YA II Option Agreement On April 17, 2023, the Company entered into an Second Amended and Restated Option Agreement (the “Second Amended Option Agreement”) with Timios, Fiducia and YA II PN. In accordance with the Second Amended Option Agreement, the Company and Timios have granted YA II PN, an option (the “Call Right”), exercisable after May 30, 2023, to purchase (a) from the Company an amount of shares of common stock of Timios representing one hundred percent (100%) of the then issued and outstanding common stock of Timios on a Fully-Diluted Basis (as defined therein) at the time the Call Right is effected, or (b) from Timios one hundred percent (100%) of the then issued and outstanding common stock of Fiducia on a Fully-Diluted Basis at the time the Call Right is effected (such shares of Timios or Fiducia, as applicable, the “Call Shares”). In the event the YA II PN desires to buy the Call Shares pursuant to the Amended and Restated Option Agreement, the YA II PN shall deliver to the Company a written, unconditional and irrevocable notice (the “Call Exercise Notice”) of the YA II PN’s election to exercise the applicable Call Right for the Call Purchase Price. Additionally, the Company shall have the right to repay the Debenture (as defined below) in full at any time during period commencing on April 17, 2023, and ending on May 30, 2023 (the “Payback Period”), plus a redemption premium of 50%. However, if the Company chooses to repay the Debenture prior to the end of the Payback Period, YA II PN will no longer retain any Call Right and the Second Amended Option Agreement will terminate automatically as of the date of such payment. Pursuant to the Second Amended Option Agreement, if YA II PN exercises the Call Right, the aggregate purchase price at which YA II PN (or its permitted assignee) shall purchase the applicable Call Shares (the “Call Purchase Price”) shall be $3.5 million, inclusive of any funds received by Timios to meet its regulatory capital requirements. YA II PN may at its sole and exclusive right pay all or part of the Call Purchase Price by offset or setoff (collectively, the “Setoff”) of any or all amounts due and owing to YA II PN by the Company, including, without limitation, any outstanding amounts due and owing under the Debenture or any other debentures issued to YA II PN under the Original SDPA, or under any existing or future instrument, agreement, note, advance, standby equity purchase agreement, pre-paid advance or otherwise. Second and Third Amendments to Secured Convertible Debenture Purchase Agreement On April 17, 2023, the Company entered into the Second Amendment to the SDPA, as previously amended (the “Second Amended SDPA”) with YA II PN, which amended the Original SDPA, and simultaneously consummated the sale to YA II PN of a new Secured Convertible Debenture (the “Debenture”) in a private placement pursuant to the SDPA. Upon the terms and subject to the conditions contained in the Amended SDPA and Debenture, the Company promises to pay to YA II PN $0.8 million on September 30, 2023, (a) subject to earlier redemption at the Company’s option (upon payment of a redemption premium of 10% of the principal amount being redeemed or paid, plus, during the Payback Period, 50% of the principal amount being redeemed or paid (unless the Buyer, in its sole and absolute discretion, elects to exercise a Call Right (as defined in the Second Amended Option Agreement) in connection with the applicable redemption or payment, and (b) subject to acceleration at the holder’s option upon an event of default described in the Indenture. The Company will also pay interest on outstanding principal of the Debenture at an interest rate of eight percent (8%), provided that such interest rate shall be increased to 18% upon an event of default. On May 1, 2023, the Company entered into the Third Amendment to the SDPA, as previously amended (the “Third Amended SDPA”) with YA II PN, which further amended the the Original SDPA, and simultaneously consummated the sale to the Investor of a new Secured Convertible Debenture (the “Fourth Debenture”) in a private placement pursuant to the SDPA for a purchase price of $3.5 million. Upon the terms and subject to the conditions contained in the Amended SDPA and Fourth Debenture, the Company promises to pay to YA II PN $4.1 million (subject to reduction to $3.8 million on the Energica SPA Closing Date (as defined below) on August 29, 2023, (a) subject to earlier redemption at the Company’s option (upon payment of a redemption premium of 20% of the principal amount being redeemed or paid, and (b) subject to acceleration at the holder’s option upon an event of default described in the Indenture. The Company will also pay interest on outstanding principal of the Fourth Debenture at an interest rate of eight percent (8%), provided that such interest rate shall be increased to 18% upon an event of default. In addition, as described in the Third Amended SDPA, the Company, Energica, and YA II PN are contemplating entering into an equity transfer agreement or similar agreement (the “Energica SPA”) pursuant to which YA II PN (or one of its affiliates) would acquire, inter alia, a percentage, to be agreed upon among the parties thereto, of the then issued and outstanding common stock of Energica (the “Transferred Energica Shares”). The date, if any, on which the parties may enter into the Energica SPA and consummate the transfer of the Transferred Energica Shares is referred to herein the “Energica SPA Closing Date”); provided, that, none of YA II PN or any of its affiliates shall be required to entered into the Energica SPA unless, in YA II PN’s sole discretion, all terms and conditions thereof are satisfactory to YA II. The Company agreed to, and to cause Energica to, deliver to YA II PN each of the following materials on or prior to May 22, 2023: (i) such documentation as required or otherwise requested by YA II PN to consummate the transactions contemplated under, or reasonably related to, the Energica SPA under Italian law and (ii) such documentation as required or otherwise requested by YA II PN for YA II PN to obtain a first-priority perfected security interest under Italian law in respect of the agreed percentage of the Company’s ownership in Energica (the date on which the Company has fulfilled its obligations under this clause (ii) being referred to as the “Energica Pledge Date”). If the Energica Pledge Date occurs, the Company will sell to YA II PN a new Secured Convertible Debenture (the “Fifth Debenture”) in a private placement pursuant to the SDPA for a purchase price of $3.0 million, pursuant to which Company will promise to pay to YA II PN $3.2 million principal amount. If the Energica SPA Closing Date occurs, the Purchase Price to be paid by YA II PN in connection with the Fourth Debenture and the Fifth Debenture shall be consideration for YA II PN’s (or one of its affiliates’) acquisition of the Transferred Energica Shares. Fiducia Stock Purchase Agreement On May 1, 2023, the Company, Timios and Timios Acquisition, LLC (the “Buyer”) (an affiliate of YA II PN) entered into and consummated a Stock Purchase Agreement, pursuant to which Seller sold to the Buyer 100% of the issued and outstanding shares of common stock of its subsidiary, Fiducia, for a purchase price of $3.0 million (the “Purchase Price”). At the closing, the Buyer delivered to the Seller Parties (i) the Purchase Price minus (1) the $250,000 outstanding under the Secured Debenture Purchase Agreement, dated as of October 25, 2022, by and between the Parent and YA II PN, minus (2) the $1,400,000 outstanding under the secured debenture, dated as of March 30, 2023, by and between the Company and YA II PN, minus (3) $750,000 outstanding under the secured debenture, dated as of April 17, 2023, by and between the Company and YA II PN, and minus (4) any applicable taxes. SEPA On May 10, 2023, pursuant to the previously disclosed Amended and Restated SEPA dated September 14, 2022 between the Company and YA II PN, the Company sent an advance notice to sell 21.0 million shares and received proceeds in the aggregate of 0.9 million. There are 0 shares remaining under the SEPA as of June 30, 2023. 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. Discontinued Operations for Businesses Held for Sale In the second quarter, the company began the process to divest certain operating companies from within the Ideanomics group. After considering the provisions of ASC 250 Discontinued Operations, the company has concluded that Timios, Energica, Wave Technologies, Solectrac and US Hybrid meet the requirements to be presented as assets held for sale as of June 30, 2023. This will be a strategic shift for the company and will result in the presentation of one or more of these companies as discontinued operations in the second quarter. In addition, the company believes that as of June 30, 2023, the run-off operations associated with its China business are effectively complete and remaining activities associated with the wind-down are limited to statutory administrative wind-down responsibilities. Consequently, the China business will be presented as a discontinued operation in the second quarter. In the year ended December 31, 2022, the aggregate revenues and loss from operations generated by the companies noted above totaled $100.8 million and $76.2 million, respectively. In the quarter ended March 31, 2023, the aggregate revenues and loss from operations generated by the companies noted above totaled $10.4 million and $16.6 million, respectively. The net book value of these companies as of March 31, 2023 totaled $92.0 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-period financial statement presentation. |
Inventory | Inventory Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost generally computed on a FIFO basis. 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. |
Revenue | Revenue 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. |
Product Warranties | Product WarrantiesCertain 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. |
VIE Structures and Arrangements | VIE Structures and Arrangements The Company consolidated its VIE located in Italy in which it holds variable interests and was the primary beneficiary through contractual agreements as of March 14, 2022, the date control was obtained. 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 financial position of this VIE is included in the consolidated financial statements for periods ended March 31, 2023 and December 31, 2022. The results of operations and cash flows of this VIE are included in the consolidated financial statements for the three months ending March 31, 2023 and for the period from March 14, 2022 through March 31, 2022. Refer to Note 5. 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 for the period ended December 31, 2022. Prior to January 31, 2023, 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.Subsequent to the acquisition of VIA on January 31, 2023, the results of operations and financial position of this VIE are included in the consolidated financial statements for period ended March 31, 2023.Refer to Note 5. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, to require financial assets carried at amortized cost to be presented at the net amount expected to be collected based on historical experience, current conditions and forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU No. 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02 and ASU 2020-03 to provide additional guidance on the credit losses standard. ASU 2019-10 deferred 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. Adoption of the ASUs is on a modified retrospective basis. We adopted the ASUs on January 1, 2023. The Company recorded $0.3 million impact to the retained earning . This ASU applies to all financial assets including loans, trade receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. 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. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this ASU prospectively on January 1, 2023. This ASU has not and is currently not expected to have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of inventory | The composition of inventory is as follows (in thousands): March 31, 2023 December 31, 2022 Raw materials $ 9,312 $ 12,043 Work in progress 11,417 10,868 Finished goods 17,273 11,043 Inventory Reserve (10,649) (5,708) Total $ 27,353 $ 28,246 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues disaggregated by geography and major revenue source | The following table summarizes the Company’s revenues disaggregated by geography and major revenue source (in thousands): Three Months Ended March 31, March 31, Geographic Markets North America $ 7,736 $ 11,760 Asia 1,038 13,252 Europe 1,788 379 Total $ 10,562 $ 25,391 Product or Service EV products $ 2,723 $ 14,244 EV services 57 83 Electric motorcycle products and services 2,773 379 Electric motorcycle sponsorship services 36 — Charging, batteries and powertrain products 260 254 Charging, batteries and powertrain services 30 452 Title and escrow services 4,246 9,925 Other revenue 437 54 Total $ 10,562 $ 25,391 |
Notes Receivable from Third P_2
Notes Receivable from Third Parties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of accounts receivable | The following table shows the composition of notes receivable, net of reserves (in thousands): March 31, December 31, Green Power Motor Company $ 44 $ 45 VIA — 31,608 $ 44 $ 31,653 |
Schedule of movement of the allowance for doubtful accounts | The following table summarizes the activity related to the notes receivable reserve (in thousands): Balance at December 31, 2022 $ 60,513 Write-offs (48,913) Effect of change in foreign currency exchange rates 176 Balance at March 31, 2023 $ 11,776 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of assets acquired and liabilities assumed | The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.The recorded amounts for assets acquired and liabilities assumed are provisional and subject to change during the measurement period for certain items including the valuation of separately identified intangibles (Dollars in thousands) January 31, 2023 Fair value of consideration transferred: Common shares $ 28,617 Preferred shares 4,825 SAFE note 581 Secured convertible note 5,165 Contingent consideration 73,627 Purchase price $ 112,815 Allocated to: Current assets 1,757 Property and equipment, net 2,315 Operating lease right of use assets 5,064 Intangible assets – development technology 104,200 Intangible assets – trademark and tradename 11,410 Goodwill 13,020 Other assets — Current liabilities (16,940) Deferred tax liability (4,227) Other liabilities (3,784) Fair value of assets acquired, less liabilities assumed $ 112,815 (Dollars in thousands) March 14, 2022 Cash paid at closing, including working capital estimates $ 58,140 Fair value of previously held interest 22,183 Fair value of non-controlling interest 24,778 Purchase price $ 105,101 Allocated to: Current assets $ 19,708 Property and equipment, net 1,927 Intangible assets –Customer relationships 14,226 Intangible assets – Development technology 18,603 Intangible assets – Trademark and trade name 14,496 Goodwill 60,394 Other assets 1,024 Current liabilities (16,894) Other liabilities (8,383) Fair value of assets acquired, less liabilities assumed $ 105,101 |
Schedule of useful lives of the intangible assets acquired | The useful lives of the intangible assets acquired is as follows: January 31, 2023 Intangible assets – development technology 20 Intangible assets – trademark and tradename 20 Weighted average 20 The useful lives of the intangible assets acquired is as follows: March 14, 2022 Intangible assets – customer relationships 13.0 Intangible assets – development technology 8.0 Intangible assets – trademark and tradename 25.0 Weighted average 14.7 |
Schedule of estimated amortization expense related to intangible assets | The estimated amortization expense related to these intangible assets for each of the years subsequent to March 31, 2023, is as follows (amounts in thousands): 2023 remaining $ 12,627 2024 14,591 2025 12,487 2026 10,709 2027 9,178 Thereafter 53,212 Total $ 112,804 The estimated amortization expense related to these intangible assets for each of the years subsequent to March 31, 2023, is as follows (amounts in thousands): 2023 remaining $ 2,976 2024 3,967 2025 3,967 2026 3,967 2027 3,967 Thereafter 23,658 Total $ 42,502 The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be 2023 (excluding the three months ended March 31, 2023) $ 15,766 2024 18,764 2025 16,651 2026 14,773 2027 13,168 2028 and thereafter 76,943 Total $ 156,065 |
Summary of unaudited pro forma financial information | Three Months Ended March 31, 2023 March 31, 2022 (Amounts in thousands, except per share and share data) Total revenue $ 10,581 $ 25,411 Net loss attributable to Ideanomics, Inc. common shareholders 73,012 40,082 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring charges | The following table summarizes the charges in connection with its employee termination cost (in thousands): Three Months Ended March 31, 2023 March 31, 2022 Balance at the beginning of the period $ 1,056 $ — Increase/(decrease) — — Payment $ (35) $ — Balance at the end of the period $ 1,021 $ — |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | The following table summarizes the Company’s property and equipment (in thousands): March 31, December 31, Furniture and office equipment $ 2,554 $ 2,753 Vehicle 853 1,257 Leasehold improvements 3,971 4,577 Shop equipment 4,546 3,204 Total property and equipment 11,924 11,791 Less: accumulated depreciation (3,274) (2,719) 8,650 9,072 Construction in progress 2,764 — Property and equipment, net $ 11,414 $ 9,072 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following table summarizes changes in the carrying amount of goodwill (in thousands): Balance as of December 31, 2022 37,775 Goodwill acquired during the year (a) 13,020 Effect of change in foreign currency exchange rates 576 Balance as of March 31, 2023 $ 51,371 (a) Refer to Note 5 for discussion of VIA acquisition. |
Schedule of amortizing and indefinite lived intangible assets | The following tables summarize information regarding amortizing and indefinite lived intangible assets (in thousands): March 31, 2023 Weighted Intangible before impairment Accumulated Accumulated impairment charge Net Definite lived intangible assets* Patents, trademarks and brands 19.8 33,128 (2,060) (5,644) 25,424 Customer relationships 13.5 14,149 (1,179) — 12,970 Licenses 4.2 1,105 (166) (851) 88 Lender relationships 0 2,510 (594) (1,916) — Software 2.7 142 (48) — 94 Technology 18.1 122,705 (5,216) — 117,489 Total 173,739 (9,263) (8,411) 156,065 Indefinite lived intangible assets Timios title plant 500 — (500) — Website name 25 — — 25 Total $ 174,264 $ (9,263) $ (8,911) $ 156,090 December 31, 2022 Gross Accumulated Accumulated impairment charge Net Definite lived intangible assets* Patents, trademarks and brands $ 22,974 $ (1,625) $ (1,520) $ 19,829 Customer relationships 13,937 (824) — 13,113 Licenses 1,141 (148) — 993 Lender relationships 16,600 (2,034) (12,548) 2,018 Software 4,491 (1,288) (3,182) 21 Technology 18,225 (1,956) — 16,269 Total 77,368 (7,875) (17,250) 52,243 Indefinite lived intangible assets Timios title plant 500 — — 500 Website name 25 — — 25 Total $ 77,893 $ (7,875) $ (17,250) $ 52,768 *excludes intangible assets fully amortized or written off in prior period As discussed in Note 17, update for purchase agreement discussion and impairment considerations. As a result, the Company recorded an impairment charge of $8.9 million for the three months ended March 31, 2023. |
Schedule of estimated amortization expense related to intangible assets | The estimated amortization expense related to these intangible assets for each of the years subsequent to March 31, 2023, is as follows (amounts in thousands): 2023 remaining $ 12,627 2024 14,591 2025 12,487 2026 10,709 2027 9,178 Thereafter 53,212 Total $ 112,804 The estimated amortization expense related to these intangible assets for each of the years subsequent to March 31, 2023, is as follows (amounts in thousands): 2023 remaining $ 2,976 2024 3,967 2025 3,967 2026 3,967 2027 3,967 Thereafter 23,658 Total $ 42,502 The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be 2023 (excluding the three months ended March 31, 2023) $ 15,766 2024 18,764 2025 16,651 2026 14,773 2027 13,168 2028 and thereafter 76,943 Total $ 156,065 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of of outstanding convertible notes | The following table summarizes the outstanding promissory notes as of March 31, 2023 and December 31, 2022 (dollars in thousands): March 31, December 31, Interest Rate Principal Amount Carrying Amount Principal Amount Carrying Amount YA II PN Convertible Debenture due 2/24/2023 4.0% $ 250 $ 250 $ 4,442 $ 3,928 YA II PN Convertible Debenture due 9/30/2023 4.0% 1,400 1,400 — — Tillou promissory note due on demand after 1/15/2023 20.0% — — 2,000 2,021 Tillou promissory note due on demand after 4/20/2023 20.0% 2,000 2,014 — — Commercial Insurance Premium Finance 5.5%-6.2% 905 905 1,335 1,335 SBA PPP due April 10, 2025 1.0% 195 195 219 219 Other lending agreements 1.0%-12% 6,999 7,017 7,673 7,673 Total $ 11,749 11,781 $ 15,669 15,176 Less: Current portion (9,887) (13,219) Long-term Note, less current portion $ 1,894 $ 1,957 |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Lease Agreement | This lease agreement is reflected in the consolidated balance sheets and statement of operations as follows (in thousands): March 31, 2023 Operating lease right of use assets $ 318 Current portion of operating lease liabilities 46 Operating lease liabilities, net of current portion 271 Selling, general and administrative expenses 11 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | The following table summarizes stock option activity for the three months ended March 31, 2023: Options Weighted Weighted Aggregate Outstanding at January 1, 2023 33,240,364 $ 1.17 7.8 $ — Expired (1,563,574) 1.07 Forfeited (222,292) 0.41 Outstanding at March 31, 2023 31,454,498 1.19 7.83 — Vested as of March 31, 2023 21,292,622 1.42 7.16 — Expected to vest as of March 31, 2023 10,161,876 0.71 9.23 — |
Schedule of assumptions used to estimate the fair values of share options granted | For the options with service conditions, the assumptions used to estimate the fair values of the stock options granted in the three months ended March 31, 2022 as follows: Three Months Ended March 31, 2022 Expected term (in years) 5.51-5.53 Expected volatility 123% Expected dividend yield — % Risk free interest rate 1.69%-2.12% |
Schedule of warrants outstanding and exercisable | March 31, 2023 December 31, 2022 Warrants Outstanding Number of Number of Exercise Expiration Acuitas 24,509,804 5,000,000 $ 0.29 November 14, 2027 Acuitas 24,509,804 5,000,000 0.29 November 27, 2027 Acuitas 49,019,608 — 0.29 February 2, 2028 Total 98,039,216 10,000,000 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted loss per common share | The following table summarizes the Company’s loss per share for the three months ended March 31, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended March 31, March 31, Net loss attributable to Ideanomics, Inc. common stockholders (84,317) (28,512) Basic Basic weighted average common shares outstanding 731,001,467 497,359,747 Diluted Diluted potential common shares 731,001,467 497,359,747 Net loss per share: Basic $ (0.12) $ (0.06) Diluted $ (0.12) $ (0.06) |
Schedule of computation of diluted loss per share | The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands): March 31, December 31, Warrants 409,358 10,000 Options and RSUs 43,237 42,055 Series A Preferred Stock 933 933 Series B Preferred Stock 90,909 62,500 Series C Preferred Stock 23,186 — Contingent shares 1,637,377 1,491 Convertible promissory note and interest 15,314 30,317 Total 2,220,314 147,296 |
Contingent Consideration (Table
Contingent Consideration (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments measured at fair value on a recurring basis | The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands): March 31, 2023 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration 2 — — 78 78 Solectrac - Contingent consideration 3 — — 100 100 VIA - Contingent consideration 4 $ — $ — $ 60,721 $ 60,721 Total $ — $ — $ 61,548 $ 61,548 December 31, 2022 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration 2 — — 118 118 Solectrac - Contingent consideration 3 — — $ 100 100 Total $ — $ — $ 867 $ 867 1 This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The Company issued 11.3 million shares during the year ended December 31 2020 and still have the obligation to issue 1.0 million shares March 31, 2023 and December 31, 2022. 2 This represents the liability incurred in connection with the acquisition of Tree Technology shares during the three months ended December 31, 2019 and as subsequently remeasured as of March 31, 2023 and 2022. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach. 3 This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. 4 This represents the liability incurred in connection with the acquisition of VIA. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations. |
Summary of significant inputs and assumptions | The following table summarizes the significant inputs and assumptions used in the model: March 31. 2023 and December 31, 2022 Risk-free interest rate 0.1% Expected volatility 30% Expected term (years) 0.08 Expected dividend yield — % The following table summarizes the significant inputs and assumptions used in the probability-weighted discounted cash flow approach: March 31, 2023 December 31, 2022 Weighted-average cost of capital 15.0% 15.0% Probability 5%-20% 5%-20% March 31, 2023 and December 31, 2022 Risk-free interest rate 3.4% Expected volatility 25.0% Expected discount rate 13.1% March 31, 2023 Risk-free interest rate 3.7 % Expected volatility 65.0 % Expected discount rate 13.9 % |
Schedule of reconciliation of level 3 fair value measurements | The following table summarizes the reconciliation of Level 3 fair value measurements (in thousands): Contingent January 1, 2023 $ 867 Addition 73,628 Remeasurement loss/(gain) recognized in the statement of operations (12,947) March 31, 2023 $ 61,548 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 USD ($) covenant | Mar. 28, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jun. 07, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||
Inventory serving as collateral for short term borrowing | $ 6,100 | $ 6,100 | |||
Product warranty accrual, noncurrent | $ 700 | 600 | |||
Cost method investments | $ 7,500 | ||||
Variable interest entity, primary beneficiary, maximum loss exposure, amount | 39,100 | ||||
Number of covenants breached | covenant | 2 | ||||
Cash and cash equivalents | $ 18,880 | 21,929 | |||
Accounts payable and accrued liabilities | 75,600 | ||||
Other current liabilities | 15,174 | 10,721 | |||
Current portion of operating lease liabilities | 3,984 | 4,082 | |||
Debt, long-term and short-term, combined amount | 9,900 | ||||
Net loss attributable to Ideanomics, Inc. common shareholders | (84,317) | $ (28,512) | |||
Accumulated deficit | (951,099) | (866,450) | |||
Proceeds from sale of preferred shares, issuance of a convertible note and sale of financial assets | 20,300 | ||||
Proceeds from investments | $ 50,000 | ||||
Other Commitment, Aggregate Committed Investment | |||||
Business Acquisition [Line Items] | |||||
Investments | 7,000 | ||||
CHINA | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 15,000 | $ 15,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 9,312 | $ 12,043 |
Work in progress | 11,417 | 10,868 |
Finished goods | 17,273 | 11,043 |
Inventory Reserve | (10,649) | (5,708) |
Total | $ 27,353 | $ 28,246 |
New Accounting Pronouncements (
New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total equity | $ (89,780) | $ (136,451) | $ (364,800) | $ (365,368) |
Accumulated Deficit | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total equity | $ 951,099 | 866,450 | $ 634,270 | $ 605,758 |
Cumulative effect of changes in accounting principle | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total equity | 332 | |||
Cumulative effect of changes in accounting principle | Accumulated Deficit | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total equity | $ 332 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 10,562 | $ 25,391 |
Revenue recognized | 700 | 2,100 |
EV products | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,723 | 14,244 |
EV services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 57 | 83 |
Electric motorcycle products and services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,773 | 379 |
Electric motorcycle sponsorship services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 36 | 0 |
Charging, batteries and powertrain products | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 260 | 254 |
Charging, batteries and powertrain services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 30 | 452 |
Title and escrow services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,246 | 9,925 |
Other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 437 | 54 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,736 | 11,760 |
Asia | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,038 | 13,252 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,788 | $ 379 |
Notes Receivable from Third P_3
Notes Receivable from Third Parties - Composition of Notes Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Notes receivable from third parties, net | $ 44 | $ 31,653 |
Convertible promissory note and interest | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Notes receivable from third parties, net | 44 | 31,653 |
Convertible promissory note and interest | Green Power Motor Company | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Notes receivable from third parties, net | 44 | 45 |
Convertible promissory note and interest | VIA | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Notes receivable from third parties, net | $ 0 | $ 31,608 |
Notes Receivable from Third P_4
Notes Receivable from Third Parties - Activity Related to the Notes Receivable Reserve (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at the beginning of the period | $ 60,513 |
Write-offs | (48,913) |
Effect of change in foreign currency exchange rates | 176 |
Balance at the end of the period | $ 11,776 |
Notes Receivable from Third P_5
Notes Receivable from Third Parties - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 17, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Securities, Available-for-Sale [Line Items] | |||
Write-offs | $ 48,913 | ||
Asset impairments | 44,113 | $ 81 | |
VIA Motors International, Inc. | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Write-offs | 48,900 | ||
Business combination, additional funding amount | $ 800 | ||
Fair value of consideration transferred | $ 5,200 | ||
Asset impairments | $ 27,400 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) € in Millions | 3 Months Ended | |||||||||
Jan. 31, 2023 USD ($) shares | Mar. 14, 2022 USD ($) | Feb. 09, 2022 USD ($) | Feb. 09, 2022 EUR (€) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Mar. 07, 2022 | Sep. 15, 2021 | Mar. 03, 2021 | |
Acquisitions and Divestitures | ||||||||||
Contingent consideration | $ 180,000,000 | $ 61,548,000 | $ 867,000 | |||||||
Amortization expense relating to intangible assets | 4,100,000 | $ 1,000,000 | ||||||||
Gain on remeasurement of investment | $ 0 | 10,965,000 | ||||||||
Energica Motor Company, Inc. | ||||||||||
Acquisitions and Divestitures | ||||||||||
Equity method investment, ownership percentage (in percent) | 72.40% | 20% | ||||||||
Energica Motor Company, Inc. | Energica Founders | ||||||||||
Acquisitions and Divestitures | ||||||||||
Equity method investment, ownership percentage (in percent) | 27.60% | |||||||||
Energica | ||||||||||
Acquisitions and Divestitures | ||||||||||
Equity method investment, ownership percentage (in percent) | 27.60% | 20% | ||||||||
Conditional tender offer costs | $ 60,300,000 | € 52.5 | ||||||||
Equity method investment, ownership percentage threshold (in percent) | 90% | |||||||||
Fair value of non controlling interest | $ 24,800,000 | |||||||||
VIA Motors International, Inc. | ||||||||||
Acquisitions and Divestitures | ||||||||||
Contingent consideration | 60,721,000 | |||||||||
Amortization expense relating to intangible assets | 2,800,000 | |||||||||
Tax deductible goodwill | 0 | |||||||||
Revenue | 0 | |||||||||
Net loss | 8,000,000 | |||||||||
Transaction costs | 11,700,000 | |||||||||
VIA Motors International, Inc. | Common Stock | ||||||||||
Acquisitions and Divestitures | ||||||||||
Number of common stock issued (in shares) | shares | 125,700,000 | |||||||||
Value of common stock issued | $ 5,700,000 | |||||||||
VIA Motors International, Inc. | Convertible Preferred Stock | ||||||||||
Acquisitions and Divestitures | ||||||||||
Number of common stock issued (in shares) | shares | 1,200,000 | |||||||||
Energica | ||||||||||
Acquisitions and Divestitures | ||||||||||
Amortization expense relating to intangible assets | 1,000,000 | 400,000 | ||||||||
Tax deductible goodwill | 0 | |||||||||
Revenue | 2,800,000 | 400,000 | ||||||||
Net loss | $ 4,500,000 | 800,000 | ||||||||
Cash paid at closing, including working capital estimates | $ 58,140,000 | |||||||||
Payments to acquire businesses, gross | $ 2,000,000 | |||||||||
Transaction costs | $ 600,000 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Provisional Estimates of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 17, 2023 | Mar. 14, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Assets acquired | |||||
Goodwill | $ 51,371 | $ 37,775 | |||
VIA Motors International, Inc. | |||||
Acquisitions and Divestitures | |||||
Fair value of consideration transferred | $ 5,200 | ||||
Contingent consideration | $ 73,627 | ||||
Purchase Price | |||||
Purchase price | 112,815 | ||||
Assets acquired | |||||
Current assets | 1,757 | ||||
Property and equipment, net | 2,315 | ||||
Operating lease right of use assets | 5,064 | ||||
Goodwill | 13,020 | ||||
Other assets | 0 | ||||
Current liabilities | (16,940) | ||||
Deferred tax liability | (4,227) | ||||
Other liabilities | (3,784) | ||||
Fair value of assets acquired, less liabilities assumed | $ 112,815 | ||||
Weighted average useful life | 20 years | ||||
VIA Motors International, Inc. | SAFE note | |||||
Acquisitions and Divestitures | |||||
Fair value of consideration transferred | $ 581 | ||||
VIA Motors International, Inc. | Secured convertible note | |||||
Acquisitions and Divestitures | |||||
Fair value of consideration transferred | 5,165 | ||||
VIA Motors International, Inc. | Common Stock | |||||
Acquisitions and Divestitures | |||||
Fair value of consideration transferred | 28,617 | ||||
VIA Motors International, Inc. | Preferred Stock | |||||
Acquisitions and Divestitures | |||||
Fair value of consideration transferred | 4,825 | ||||
VIA Motors International, Inc. | Development technology | |||||
Assets acquired | |||||
Intangible assets | $ 104,200 | ||||
Weighted average useful life | 20 years | ||||
VIA Motors International, Inc. | Trademarks and trade name | |||||
Assets acquired | |||||
Intangible assets | $ 11,410 | ||||
Weighted average useful life | 20 years | ||||
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 | ||||
Purchase price | 105,101 | ||||
Assets acquired | |||||
Current assets | 19,708 | ||||
Property and equipment, net | 1,927 | ||||
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 | ||||
Weighted average useful life | 14 years 8 months 12 days | ||||
Energica | Customer relationships | |||||
Assets acquired | |||||
Intangible assets | $ 14,226 | ||||
Weighted average useful life | 13 years | ||||
Energica | Development technology | |||||
Assets acquired | |||||
Intangible assets | $ 18,603 | ||||
Weighted average useful life | 8 years | ||||
Energica | Trademarks and trade name | |||||
Assets acquired | |||||
Intangible assets | $ 14,496 | ||||
Weighted average useful life | 25 years |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
2023 remaining | $ 15,766 | |
2024 | 18,764 | |
2025 | 16,651 | |
2026 | 14,773 | |
2027 | 13,168 | |
Thereafter | 76,943 | |
Total | 156,065 | $ 52,243 |
VIA Motors International, Inc. | ||
Business Acquisition [Line Items] | ||
2023 remaining | 12,627 | |
2024 | 14,591 | |
2025 | 12,487 | |
2026 | 10,709 | |
2027 | 9,178 | |
Thereafter | 53,212 | |
Total | 112,804 | |
Energica | ||
Business Acquisition [Line Items] | ||
2023 remaining | 2,976 | |
2024 | 3,967 | |
2025 | 3,967 | |
2026 | 3,967 | |
2027 | 3,967 | |
Thereafter | 23,658 | |
Total | $ 42,502 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Total revenue | $ 10,581 | $ 25,411 |
Net loss attributable to Ideanomics, Inc. common shareholders | $ 73,012 | $ 40,082 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 10,562 | $ 25,391 | |
Cash and cash equivalents | 18,880 | $ 21,929 | |
Restructuring charges | 1,000 | 1,200 | |
Employee Severance | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Restructuring charges | 1,000 | 1,100 | |
CHINA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 700 | $ 13,200 | |
Long lived assets | 30 | 100 | |
Cash and cash equivalents | $ 15,000 | $ 15,500 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Charges (Details) - Employee Severance - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Balance at the beginning of the period | $ 1,056 | $ 0 |
Increase/(decrease) | 0 | 0 |
Payment | (35) | 0 |
Balance at the end of the period | $ 1,021 | $ 0 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 11,924 | $ 11,791 | |
Less: accumulated depreciation | (3,274) | (2,719) | |
Property and equipment | 8,650 | 9,072 | |
Construction in progress | 2,764 | 0 | |
Property and equipment, net | 11,414 | 9,072 | |
Depreciation expense | 700 | $ 300 | |
Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 2,554 | 2,753 | |
Vehicle | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 853 | 1,257 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3,971 | 4,577 | |
Shop equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 4,546 | $ 3,204 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) segment businessUnit | Mar. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Number of operating segments | segment | 1 | |
Number of reporting units | businessUnit | 8 | |
Amortization expense relating to intangible assets | $ | $ 4.1 | $ 1 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Goodwill Roll Forward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 37,775 |
Goodwill acquired during the year | 13,020 |
Effect of change in foreign currency exchange rates | 576 |
Ending balance | $ 51,371 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortizing and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Definite lived intangible assets | |||
Intangible before impairment | $ 173,739 | $ 77,368 | |
Accumulated amortization | (9,263) | (7,875) | |
Accumulated impairment charge | (8,411) | (17,250) | |
Total | 156,065 | 52,243 | |
Total intangible assets | |||
Intangible before impairment | 174,264 | 77,893 | |
Accumulated impairment charge | (8,911) | (17,250) | |
Intangible assets, net | 156,090 | 52,768 | |
Impairment loss of intangible assets | 44,113 | $ 81 | |
Timios title plant | |||
Indefinite lived intangible assets | |||
Intangible before impairment | 500 | 500 | |
Accumulated impairment charge | (500) | ||
Net balance | 0 | 500 | |
Website name | |||
Indefinite lived intangible assets | |||
Intangible before impairment | 25 | 25 | |
Net balance | $ 25 | 25 | |
Patents, trademarks and brands | |||
Definite lived intangible assets | |||
Weighted Average Remaining Useful Life (in years) | 19 years 9 months 18 days | ||
Intangible before impairment | $ 33,128 | 22,974 | |
Accumulated amortization | (2,060) | (1,625) | |
Accumulated impairment charge | (5,644) | (1,520) | |
Total | $ 25,424 | 19,829 | |
Customer relationships | |||
Definite lived intangible assets | |||
Weighted Average Remaining Useful Life (in years) | 13 years 6 months | ||
Intangible before impairment | $ 14,149 | 13,937 | |
Accumulated amortization | (1,179) | (824) | |
Accumulated impairment charge | 0 | 0 | |
Total | $ 12,970 | 13,113 | |
Licenses | |||
Definite lived intangible assets | |||
Weighted Average Remaining Useful Life (in years) | 4 years 2 months 12 days | ||
Intangible before impairment | $ 1,105 | 1,141 | |
Accumulated amortization | (166) | (148) | |
Accumulated impairment charge | (851) | 0 | |
Total | $ 88 | 993 | |
Lender relationships | |||
Definite lived intangible assets | |||
Weighted Average Remaining Useful Life (in years) | 0 years | ||
Intangible before impairment | $ 2,510 | 16,600 | |
Accumulated amortization | (594) | (2,034) | |
Accumulated impairment charge | (1,916) | (12,548) | |
Total | $ 0 | 2,018 | |
Software | |||
Definite lived intangible assets | |||
Weighted Average Remaining Useful Life (in years) | 2 years 8 months 12 days | ||
Intangible before impairment | $ 142 | 4,491 | |
Accumulated amortization | (48) | (1,288) | |
Accumulated impairment charge | 0 | (3,182) | |
Total | 94 | 21 | |
Total intangible assets | |||
Impairment loss of intangible assets | $ 8,900 | ||
Technology | |||
Definite lived intangible assets | |||
Weighted Average Remaining Useful Life (in years) | 18 years 1 month 6 days | ||
Intangible before impairment | $ 122,705 | 18,225 | |
Accumulated amortization | (5,216) | (1,956) | |
Accumulated impairment charge | 0 | 0 | |
Total | $ 117,489 | $ 16,269 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Amortization Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 remaining | $ 15,766 | |
2024 | 18,764 | |
2025 | 16,651 | |
2026 | 14,773 | |
2027 | 13,168 | |
Thereafter | 76,943 | |
Total | $ 156,065 | $ 52,243 |
Debt - Schedule of Promissory N
Debt - Schedule of Promissory Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Short-term Debt [Line Items] | ||
Principal Amount | $ 11,749 | $ 15,669 |
Carrying Amount | 11,781 | 15,176 |
Long-term Note, less current portion | $ 1,894 | 1,957 |
YA II PN Convertible Debenture due 2/24/2023 | ||
Short-term Debt [Line Items] | ||
Interest Rate | 4% | |
Principal Amount | $ 250 | 4,442 |
Carrying Amount | $ 250 | 3,928 |
YA II PN Convertible Debenture due 9/30/2023 | ||
Short-term Debt [Line Items] | ||
Interest Rate | 4% | |
Principal Amount | $ 1,400 | 0 |
Carrying Amount | $ 1,400 | 0 |
Tillou promissory note due on demand after 1/15/2023 | ||
Short-term Debt [Line Items] | ||
Interest Rate | 20% | |
Principal Amount | $ 0 | 2,000 |
Carrying Amount | $ 0 | 2,021 |
Tillou promissory note due on demand after 4/20/2023 | ||
Short-term Debt [Line Items] | ||
Interest Rate | 20% | |
Principal Amount | $ 2,000 | 0 |
Carrying Amount | 2,014 | 0 |
Commercial Insurance Premium Finance | ||
Short-term Debt [Line Items] | ||
Principal Amount | 905 | 1,335 |
Carrying Amount | $ 905 | 1,335 |
Commercial Insurance Premium Finance | Minimum | ||
Short-term Debt [Line Items] | ||
Interest Rate | 5.50% | |
Commercial Insurance Premium Finance | Maximum | ||
Short-term Debt [Line Items] | ||
Interest Rate | 6.20% | |
SBA PPP due April 10, 2025 | ||
Short-term Debt [Line Items] | ||
Interest Rate | 1% | |
Principal Amount | $ 195 | 219 |
Carrying Amount | 195 | 219 |
Other lending agreements | ||
Short-term Debt [Line Items] | ||
Principal Amount | 6,999 | 7,673 |
Carrying Amount | $ 7,017 | 7,673 |
Other lending agreements | Minimum | ||
Short-term Debt [Line Items] | ||
Interest Rate | 1% | |
Other lending agreements | Maximum | ||
Short-term Debt [Line Items] | ||
Interest Rate | 12% | |
Convertible Note | ||
Short-term Debt [Line Items] | ||
Less: Current portion | $ (9,887) | $ (13,219) |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) covenant | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||
Weighted average interest rate (in percent) | 7.60% | 8.10% |
Number of covenants breached | covenant | 2 | |
YA II PN Convertible Debenture due 2/24/2023 | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 0.5 | |
Amortization of debt discount | 0.5 | |
YA II PN Convertible Debenture due 9/30/2023 | ||
Debt Instrument [Line Items] | ||
Convertible notes payable | 1.4 | |
Tillou promissory note due on demand after 4/20/2023 | ||
Debt Instrument [Line Items] | ||
Unused borrowing capacity | $ 1.1 | $ 0.4 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | ||
Feb. 02, 2023 USD ($) shares | May 02, 2023 number_of_notice shares | Mar. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) shares | |
Stockholders Equity [Line Items] | ||||
Warrant liabilities | $ | $ 18,553 | $ 0 | ||
Securities Purchase Agreement | ||||
Stockholders Equity [Line Items] | ||||
Common stock issuance | $ | $ 10,000 | |||
Warrant liabilities | $ | $ 18,600 | |||
Securities Purchase Agreement | Subsequent Event | ||||
Stockholders Equity [Line Items] | ||||
Number of cashless exercise notices received | number_of_notice | 10 | |||
Number of warrants specified (in shares) | 20,000,000 | |||
Preferred Stock | Securities Purchase Agreement | ||||
Stockholders Equity [Line Items] | ||||
Common stock issuance (in shares) | 10,000,000 | 10,000,000 | ||
Warrants | Securities Purchase Agreement | ||||
Stockholders Equity [Line Items] | ||||
Common stock issuance (in shares) | 10,000,000 | |||
Fair value of warrants | $ | $ 2,300 | |||
Warrants | Securities Purchase Agreement | Subsequent Event | ||||
Stockholders Equity [Line Items] | ||||
Number of warrants requested (in shares) | 96,700,000 | |||
Common Stock | Securities Purchase Agreement | Subsequent Event | ||||
Stockholders Equity [Line Items] | ||||
Common stock issuance (in shares) | 398,900,000 | |||
Series C Preferred Stock | ||||
Stockholders Equity [Line Items] | ||||
Convertible redeemable preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 | ||
Number of shares (in shares) | 20 | |||
Liquidation event, distributed amount per share (in dollars per share) | $ / shares | $ 0.1804 | |||
Convertible redeemable preferred stock, shares issued (in shares) | 1,159,276 | 0 | ||
Number of votes | vote | 1 | |||
Series B Preferred Stock | ||||
Stockholders Equity [Line Items] | ||||
Convertible redeemable preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Convertible redeemable preferred stock, shares issued (in shares) | 20,000,000 | 10,000,000 | ||
Series B Preferred Stock | Securities Purchase Agreement | ||||
Stockholders Equity [Line Items] | ||||
Convertible preferred stock, converted into common stocks | $ | $ 49,100 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | ||||||
Jan. 13, 2023 USD ($) | Mar. 31, 2023 USD ($) entity | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) entity | Dec. 31, 2022 USD ($) entity | Mar. 19, 2023 USD ($) | Dec. 13, 2022 USD ($) | Feb. 09, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Proceeds from issuance of convertible notes | $ 1,400 | $ 0 | ||||||
Due to other related parties | 2,443 | $ 2,376 | ||||||
Amount due from related parties | $ 539 | 899 | ||||||
Disposal group, not discontinued operation, gain (loss) on disposal, statement of income or comprehensive income | Other income, net | |||||||
SSE | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of ownership interest (in percent) | 51% | |||||||
Loss on disposal | $ 200 | |||||||
CRP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount due to related parties | 1,400 | $ 1,300 | ||||||
Cost of revenue from related party | $ 37 | $ 100 | ||||||
Number of related party entities | entity | 3 | 3 | 3 | |||||
Paycheck Protection Program | Unsecured Debt | Grapevine Logic, Inc. ("Grapevine") | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from issuance of convertible notes | $ 100 | $ 100 | ||||||
Service agreement with SSSIG | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts of transaction | 400 | |||||||
Amount due from related parties | $ 400 | 400 | ||||||
Glory | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to other related parties | 200 | 200 | ||||||
Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount due from related parties | $ 1,800 | |||||||
Option exercise (in shares) | shares | 0.8 | |||||||
Options exercise | $ 1,300 | |||||||
Purchase price | $ 3,100 | |||||||
Affiliated Entity | Tree Technologies Sdn. Bhd. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount due from related parties | 300 | 300 | ||||||
Tilllou | ||||||||
Related Party Transaction [Line Items] | ||||||||
Note receivable | $ 2,000 | $ 2,000 | ||||||
Fixed interest rate (in percent) | 20% | 20% | ||||||
Secured collateral | $ 2,400 | |||||||
Repayment of notes receivable from related party | $ 100 | |||||||
Notes receivable, bearing interest rate plus (in percent) | 2% | |||||||
Borrowing from Dr. Wu. and his affiliates | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount due to related parties | 200 | 200 | ||||||
Payables from related party | $ 700 | $ 700 |
Related Party Transactions - Le
Related Party Transactions - Lease Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Operating lease right of use assets | $ 19,626 | $ 15,979 | |
Current portion of operating lease liabilities | 3,984 | 4,082 | |
Operating lease liabilities, net of current portion | 15,288 | $ 12,273 | |
Selling, general and administrative expenses | 46,245 | $ 37,095 | |
EMCH | |||
Related Party Transaction [Line Items] | |||
Operating lease right of use assets | 318 | ||
Current portion of operating lease liabilities | 46 | ||
Operating lease liabilities, net of current portion | 271 | ||
Selling, general and administrative expenses | $ 11 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Jan. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Aug. 03, 2018 | Dec. 03, 2010 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options outstanding to purchase shares of common stock (in shares) | 33,240,364 | 31,454,498 | ||||
Warrants outstanding (in shares) | 10,000,000 | 98,039,216 | ||||
Share-based payments expense | $ 2.4 | $ 2.4 | ||||
Unrecognized compensation expense related to non-vested share options | $ 3.5 | |||||
Weighted average period for recognition related to non-vested stock options (in years) | 1 year 2 months 4 days | |||||
Total intrinsic value of shares exercised | $ 0 | 0 | ||||
Total fair value of vested shares | $ 2 | 2.2 | ||||
Weighted average exercise price of warrants (in dollars per share) | $ 0.29 | |||||
Weighted average remaining life of warrants (in years) | 4 years 9 months | |||||
2010 Stock Incentive Plan ("the Plan") | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares authorized for issuance (in shares) | 56,800,000 | 31,500,000 | ||||
Number of options available for issuance (in shares) | 58,500,000 | |||||
Options | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options outstanding to purchase shares of common stock (in shares) | 31,500,000 | |||||
Cash received from options exercised | $ 0 | $ 0 | ||||
Restricted Stock Units (RSUs) | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Outstanding shares to purchase shares of common stock (in shares) | 7,000,000 | |||||
Adjusted restricted shares granted (in shares) | 3,600,000 | |||||
Unrecognized compensation cost related to unvested restricted shares | $ 1.1 | |||||
Restricted Stock Units (RSUs) | VIA Motors International, Inc. | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Restricted shares granted (in shares) | 1,500,000 | |||||
Amount of grant date fair value of the restricted shares | $ 0.7 | |||||
Restricted Stock Units (RSUs) | 2010 Stock Incentive Plan ("the Plan") | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Restricted shares granted (in shares) | 8,200,000 | |||||
Vesting period | 2 years | |||||
Amount of grant date fair value of the restricted shares | $ 1.6 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Options Outstanding | ||
Beginning balance (in shares) | 33,240,364 | |
Expired (in shares) | (1,563,574) | |
Forfeited (in shares) | (222,292) | |
Ending balance (in shares) | 31,454,498 | 33,240,364 |
Vested at end of period (in shares) | 21,292,622 | |
Expected to vest at end of period (in shares) | 10,161,876 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.17 | |
Expired (in dollars per share) | 1.07 | |
Forfeited (in dollars per share) | 0.41 | |
Ending balance (in dollars per share) | 1.19 | $ 1.17 |
Vested at end of period (in dollars per share) | 1.42 | |
Expected to vest at end of period (in dollars per share) | $ 0.71 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding | 7 years 9 months 29 days | 7 years 9 months 18 days |
Vested at end of period (in years) | 7 years 1 month 28 days | |
Expected to vest at end of period (in years) | 9 years 2 months 23 days | |
Aggregate Intrinsic Value | ||
Outstanding at beginning period | $ 0 | |
Outstanding at end of period | 0 | $ 0 |
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) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Expected volatility | 123% |
Expected dividend yield | 0% |
Risk free interest rate, minimum | 1.69% |
Risk free interest rate, maximum | 2.12% |
Minimum | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Expected term (in years) | 5 years 6 months 3 days |
Maximum | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Expected term (in years) | 5 years 6 months 10 days |
Share-Based Compensation - Warr
Share-Based Compensation - Warrants (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 98,039,216 | 10,000,000 |
Exercise Price (in dollars per share) | $ 0.29 | |
Acuitas | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 24,509,804 | 5,000,000 |
Exercise Price (in dollars per share) | $ 0.29 | |
Acuitas | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 24,509,804 | 5,000,000 |
Exercise Price (in dollars per share) | $ 0.29 | |
Acuitas | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 49,019,608 | 0 |
Exercise Price (in dollars per share) | $ 0.29 |
Net Loss Per Common Share - Sum
Net Loss Per Common Share - Summary of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Ideanomics, Inc. common stockholders | $ (84,317) | $ (28,512) |
Basic | ||
Basic weighted average common shares outstanding (in shares) | 731,001,467 | 497,359,747 |
Diluted | ||
Diluted potential common shares (in shares) | 731,001,467 | 497,359,747 |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.12) | $ (0.06) |
Diluted (in dollars per share) | $ (0.12) | $ (0.06) |
Net Loss Per Common Share - Com
Net Loss Per Common Share - Computation of Diluted Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 2,220,314 | 147,296 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 409,358 | 10,000 |
Options and RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 43,237 | 42,055 |
Series A Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 933 | 933 |
Series B Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 90,909 | 62,500 |
Series C Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 23,186 | 0 |
Contingent shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 1,637,377 | 1,491 |
Convertible promissory note and interest | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 15,314 | 30,317 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Jan. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax benefit | $ 2,985,000 | $ 378,000 | ||
Valuation allowance | 100% | |||
Valuation allowance offset | 80% | |||
Benefit from amortization | $ 600,000 | |||
Deferred tax assets | 300,000 | $ 300,000 | ||
Unrecognized tax positions | 0 | $ 0 | ||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax benefit | 300,000 | |||
Foreign | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax benefit | 100,000 | |||
VIA Motors International, Inc. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax liability | $ 4,227,000 | |||
Income tax benefit | $ 2,400,000 | |||
Energica | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax liability | $ 4,700,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Jul. 18, 2023 | Jan. 10, 2023 | Dec. 14, 2022 |
Cantor Fitzgerald, LLC v. Ideanomics | |||
Loss Contingencies [Line Items] | |||
Value of damages | $ 0.2 | ||
Cantor Fitzgerald, LLC v. Ideanomics | Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Judgment amount | $ 0.1 | ||
Chief Financial Officer | |||
Loss Contingencies [Line Items] | |||
Value of damages | $ 0.7 |
Contingent Consideration - Summ
Contingent Consideration - Summary of Financial Instruments (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Jan. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 61,548 | $ 867 | $ 180,000 | |
DBOT | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 649 | $ 649 | ||
Number of common stock issued (in shares) | 1 | 1 | 11.3 | |
Tree Technologies | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 78 | $ 118 | ||
Solectrac | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 100 | 100 | ||
VIA Motors International, Inc. | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 60,721 | |||
Level I | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 0 | 0 | ||
Level I | DBOT | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 0 | 0 | ||
Level I | Tree Technologies | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 0 | 0 | ||
Level I | Solectrac | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 0 | 0 | ||
Level I | VIA Motors International, Inc. | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 0 | |||
Level II | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 0 | 0 | ||
Level II | DBOT | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 0 | 0 | ||
Level II | Tree Technologies | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 0 | 0 | ||
Level II | Solectrac | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 0 | 0 | ||
Level II | VIA Motors International, Inc. | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 0 | |||
Level III | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 61,548 | 867 | ||
Level III | DBOT | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 649 | 649 | ||
Level III | Tree Technologies | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 78 | 118 | ||
Level III | Solectrac | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 100 | $ 100 | ||
Level III | VIA Motors International, Inc. | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 60,721 |
Contingent Consideration - Sign
Contingent Consideration - Significant Inputs and Assumptions (Details) | Mar. 31, 2023 lease | Dec. 31, 2022 lease |
Risk-free interest rate | DBOT | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.1 | 0.1 |
Risk-free interest rate | Solectrac | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 3.4 | 3.4 |
Risk-free interest rate | VIA Motors International, Inc. | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.037 | |
Expected volatility | DBOT | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 30 | 30 |
Expected volatility | Solectrac | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 25 | 25 |
Expected volatility | VIA Motors International, Inc. | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.650 | |
Expected discount rate | Solectrac | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 13.1 | 13.1 |
Expected discount rate | VIA Motors International, Inc. | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.139 | |
Expected term (years) | DBOT | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.08 | 0.08 |
Expected dividend yield | DBOT | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0 | 0 |
Weighted-average cost of capital | Tree Technologies | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 15 | 15 |
Probability | Tree Technologies | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 5 | 5 |
Probability | Tree Technologies | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 20 | 20 |
Contingent Consideration - Reco
Contingent Consideration - Reconciliation of Level 3 Fair Value Measurements (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Addition | $ 73,628 |
Contingent Consideration | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 867 |
Remeasurement loss/(gain) recognized in the statement of operations | (12,947) |
Ending balance | $ 61,548 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Aug. 29, 2023 | May 21, 2023 | May 10, 2023 | May 01, 2023 | Apr. 17, 2023 | Apr. 14, 2023 | Feb. 13, 2023 | Feb. 03, 2023 | Feb. 01, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | |||||||||||||
Principal amount | $ 11,749 | $ 15,669 | |||||||||||
Total revenue | 10,562 | $ 25,391 | |||||||||||
Loss from operations | 87,466 | $ 39,324 | |||||||||||
Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares converted (in shares) | 5,000,000 | 5,000,000 | |||||||||||
Common Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Conversion of stock, shares issued (in shares) | 24,500,000 | 24,500,000 | |||||||||||
Series B Convertible Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Investment consideration | $ 10,000 | ||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 10,000,000 | ||||||||||||
Convertible redeemable preferred stock, shares outstanding (in shares) | 10,000,000 | ||||||||||||
YA II PN, Ltd | Convertible Debenture - YA II PN | Forecast | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal and accrued and unpaid interest | $ 3,800 | ||||||||||||
Individually Immaterial Counterparties | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Total revenue | 10,400 | 100,800 | |||||||||||
Loss from operations | 16,600 | $ 76,200 | |||||||||||
Net book value | $ 92,000 | ||||||||||||
Subsequent Event | Standby Equity Purchase Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Investment consideration | $ 900 | ||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 21,000,000 | ||||||||||||
Remaining shares (in shares) | 0 | ||||||||||||
Subsequent Event | Fiducia Stock Purchase Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Investment consideration | $ 3,000 | ||||||||||||
Subsequent Event | Fiducia | Fiducia Stock Purchase Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage of ownership interest (in percent) | 100% | ||||||||||||
Subsequent Event | Secured Debenture Purchase Agreement, October 25, 2022 | Fiducia Stock Purchase Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | $ 250 | ||||||||||||
Subsequent Event | Secured Debenture Purchase Agreement, March 30, 2023 | Fiducia Stock Purchase Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | 1,400 | ||||||||||||
Subsequent Event | Secured Debenture Purchase Agreement, April 17, 2023 | Fiducia Stock Purchase Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | 750 | ||||||||||||
Subsequent Event | YA II PN, Ltd | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, repurchased face amount | $ 3,500 | ||||||||||||
Debt instrument, percentage of principal amount being redeemed (in percent) | 50% | ||||||||||||
Subsequent Event | YA II PN, Ltd | Convertible Debenture - YA II PN | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal and accrued and unpaid interest | $ 3,200 | 4,100 | $ 800 | ||||||||||
Payments to acquire businesses, gross | $ 3,500 | ||||||||||||
Principal amount | $ 3,000 | ||||||||||||
Subsequent Event | YA II PN, Ltd | Convertible Debenture | Convertible Debt | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, percentage of principal amount being redeemed (in percent) | 20% | 10% | |||||||||||
Threshold percentage (in percent) | 50% | ||||||||||||
Debt instrument, interest rate (in percent) | 8% | 8% | |||||||||||
Interest rate in event of default (in percent) | 18% | 18% | |||||||||||
Subsequent Event | FNL Technologies | FNL Stock Purchase Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of shares purchased (in shares) | 664,578 | ||||||||||||
Investment consideration | $ 1,000 | ||||||||||||
Subsequent Event | FNL Technologies | Grapevine | FNL Stock Purchase Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage of ownership interest (in percent) | 100% | ||||||||||||
Subsequent Event | Timios | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage of issued and outstanding common stock | 100% | ||||||||||||
Subsequent Event | Fiducia | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, percentage of principal amount being redeemed (in percent) | 100% |