Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 23, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 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, $0.001 par value per share | |
Trading Symbol | IDEX | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,993,068 | |
Entity Central Index Key | 0000837852 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 2,895 | $ 3,759 |
Accounts receivable, net | 6,556 | 5,783 |
Contract assets | 373 | 3,579 |
Amount due from related parties | 108 | 386 |
Notes receivable from third parties, net | 42 | 31,653 |
Inventory, net | 22,925 | 27,600 |
Prepaid expenses | 9,535 | 10,382 |
Other current assets | 3,237 | 5,592 |
Current assets of discontinued operations | 15,089 | 25,304 |
Total current assets | 60,760 | 114,038 |
Property and equipment, net | 11,029 | 8,650 |
Intangible assets, net | 150,652 | 43,624 |
Goodwill | 51,237 | 37,775 |
Operating lease right of use assets | 14,702 | 14,385 |
Long-term investments | 0 | 7,500 |
Other non-current assets | 3,147 | 2,825 |
Non-current assets of discontinued operations | 1,110 | 14,004 |
Total assets | 292,637 | 242,801 |
Current liabilities | ||
Accounts payable | 57,737 | 28,022 |
Accrued salaries | 9,663 | 7,328 |
Accrued expenses | 3,381 | 2,842 |
Deferred revenue | 2,759 | 2,110 |
Current portion of operating lease liabilities | 3,383 | 3,189 |
Convertible note due to third party | 6,212 | 3,928 |
Current contingent consideration | 827 | 867 |
Other current liabilities | 13,300 | |
Current liabilities of discontinued operations | 10,886 | 8,764 |
Total current liabilities | 119,519 | 76,861 |
Promissory note due to third parties | 1,819 | 1,957 |
Operating lease liabilities - long term | 14,093 | 11,347 |
Non-current contingent liabilities | 60,721 | 0 |
Deferred tax liabilities | 3,677 | 2,511 |
Other long-term liabilities | 1,457 | 1,634 |
Non-current liabilities of discontinued operations | 828 | 1,928 |
Total liabilities | 202,114 | 96,238 |
Commitments and contingencies (Note 15) | ||
Equity | ||
Common stock | 1,408 | 597 |
Additional paid-in capital | 1,068,697 | 1,004,082 |
Accumulated deficit | (986,596) | (866,450) |
Accumulated other comprehensive loss | (5,185) | (6,104) |
Total Ideanomics, Inc. stockholders' equity | 78,324 | 132,125 |
Non-controlling interest | 802 | 4,326 |
Total equity | 79,126 | 136,451 |
Total liabilities, convertible redeemable preferred stock, and equity | 292,637 | 242,801 |
Related Party | ||
Current liabilities | ||
Promissory note due - short term | 2,123 | 2,021 |
Other current liabilities | 2,279 | 2,152 |
Nonrelated Party | ||
Current liabilities | ||
Promissory note due - short term | 7,003 | 5,814 |
Other current liabilities | 13,266 | 9,824 |
Series A Preferred Stock | ||
Convertible redeemable preferred stock | ||
Convertible redeemable preferred stock | 1,262 | 1,262 |
Series B Preferred Stock | ||
Convertible redeemable preferred stock | ||
Convertible redeemable preferred stock | 5,310 | 8,850 |
Series C Preferred Stock | ||
Convertible redeemable preferred stock | ||
Convertible redeemable preferred stock | $ 4,825 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Equity | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 12,000,000 | 12,000,000 |
Common stock, shares issued (in shares) | 11,264,709 | 4,786,290 |
Common stock, shares outstanding (in shares) | 10,976,787 | 4,786,289.768 |
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 issued (in shares) | 20,000,000 | 10,000,000 |
Convertible redeemable preferred stock, shares outstanding (in shares) | 6,000,000 | 10,000,000 |
Convertible redeemable preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Series C Preferred Stock | ||
Convertible redeemable preferred stock | ||
Convertible redeemable preferred stock, shares issued (in shares) | 1,159,276 | 0 |
Convertible redeemable preferred stock, shares outstanding (in shares) | 1,159,276 | 0 |
Convertible redeemable preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenue | $ 8,183 | $ 9,385 | $ 13,837 | $ 11,615 |
Total cost of revenue | 7,494 | 9,875 | 13,267 | 12,968 |
Gross (loss) profit | 689 | (490) | 570 | (1,353) |
Operating expenses: | ||||
Selling, general and administrative expenses | 23,626 | 33,783 | 65,736 | 64,817 |
Research and development expense | 3,408 | 680 | 8,033 | 1,694 |
Asset impairments | 3,197 | 320 | 37,984 | 402 |
Depreciation and amortization | 5,651 | 1,773 | 9,889 | 2,548 |
Other general expenses | 0 | 0 | (12,596) | (131) |
Total operating expenses | 35,882 | 36,556 | 109,046 | 69,330 |
Loss from operations | (35,193) | (37,046) | (108,476) | (70,683) |
Interest and other income (expense): | ||||
Interest income | 151 | 827 | 479 | 1,583 |
Interest expense | (942) | (488) | (2,265) | (1,067) |
Gain on remeasurement of investment | 0 | 0 | 0 | 10,965 |
Loss on disposal of investment | 0 | (41) | 0 | (188) |
Other income, net | 1,184 | 431 | 2,067 | 585 |
Loss before income taxes | (34,800) | (36,317) | (108,195) | (58,805) |
Income tax benefit | 467 | 124 | 3,382 | 339 |
Impairment of and equity in loss of equity method investees | 0 | (589) | 0 | (1,928) |
Net loss from continuing operations | (34,333) | (36,782) | (104,813) | (60,394) |
Loss from discontinued operations, net of tax | (2,756) | (2,491) | (18,168) | (7,970) |
Net loss | (37,089) | (39,273) | (122,981) | (68,364) |
Net loss attributable to non-controlling interest | 1,592 | 1,506 | 3,167 | 2,086 |
Net loss attributable to Ideanomics, Inc. common shareholders | $ (35,497) | $ (37,767) | $ (119,814) | $ (66,278) |
Basic, loss per share from continuing operations (in dollars per share) | $ (3.19) | $ (8.86) | $ (12.59) | $ (14.65) |
Diluted, loss per share from continuing operations (in dollars per share) | (3.19) | (8.86) | (12.59) | (14.65) |
Basic, loss per share from discontinued operations (in dollars per share) | (0.27) | (0.63) | (2) | |
Diluted, loss per share from discontinued operations (in dollars per share) | (0.27) | (0.63) | (2) | |
Basic loss per share (in dollars per share) | (3.46) | (9.49) | (14.84) | (16.65) |
Diluted loss per share (in dollars per share) | $ (3.46) | $ (9.49) | $ (14.84) | $ (16.65) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 10,271,290 | 3,982,340 | 8,071,870 | 3,980,619 |
Diluted (in shares) | 10,271,290 | 3,982,340 | 8,071,870 | 3,980,619 |
Sale of products | ||||
Total revenue | $ 7,828 | $ 8,888 | $ 12,964 | $ 10,529 |
Total cost of revenue | 6,298 | 9,438 | 11,979 | 12,005 |
Sale of services | ||||
Total revenue | 349 | 418 | 429 | 953 |
Total cost of revenue | 577 | 356 | 465 | 832 |
Other revenue | ||||
Total revenue | 6 | 79 | 444 | 133 |
Total cost of revenue | $ 619 | $ 81 | $ 823 | $ 131 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenue | $ 8,183 | $ 9,385 | $ 13,837 | $ 11,615 |
Total cost of revenue | 7,494 | 9,875 | 13,267 | 12,968 |
Related Party | ||||
Total revenue | 0 | 0 | 4 | 0 |
Sale of products | ||||
Total revenue | 7,828 | 8,888 | 12,964 | 10,529 |
Total cost of revenue | 6,298 | 9,438 | 11,979 | 12,005 |
Sale of products | Related Party | ||||
Total cost of revenue | $ 0 | $ 0 | $ 37 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (37,089) | $ (39,273) | $ (122,981) | $ (68,364) |
Other comprehensive income, net of nil tax: | ||||
Foreign currency translation adjustments | (536) | (9,012) | 825 | (7,803) |
Comprehensive loss | (37,625) | (48,285) | (122,156) | (76,167) |
Comprehensive loss attributable to non-controlling interest | 1,991 | 3,385 | 3,261 | 3,681 |
Comprehensive loss attributable to Ideanomics, Inc. common shareholders | $ (35,634) | $ (44,900) | $ (118,895) | $ (72,486) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Other comprehensive income, net of tax | $ 0 | $ 0 | $ 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 | 3,978,180 | |||||||||
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) | 2,800 | |||||||||
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) | 1,000 | |||||||||
Common stock issued under employee stock incentive plan | 66 | 66 | 66 | |||||||
Deconsolidation of subsidiary | (236) | (236) | ||||||||
Acquisition of Energica | 24,778 | 24,778 | ||||||||
Net loss | (29,092) | (28,512) | (28,512) | (580) | ||||||
Foreign currency translation adjustments | 1,209 | 925 | 925 | 284 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 3,981,980 | |||||||||
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 | 3,978,180 | |||||||||
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] | ||||||||||
Foreign currency translation adjustments | (7,803) | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 3,981,980 | |||||||||
Ending balance at Jun. 30, 2022 | 319,427 | 296,471 | $ 498 | 973,701 | (672,037) | (5,691) | 22,956 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 3,978,180 | |||||||||
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 | 4,786,289.768 | 4,781,930 | ||||||||
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] | |||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 3,981,980 | |||||||||
Beginning balance at Mar. 31, 2022 | $ 364,800 | 338,213 | $ 498 | 970,838 | (634,270) | 1,147 | 26,587 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation | 2,863 | 2,863 | 2,863 | |||||||
Common stock issuance for acquisition | 49 | 49 | ||||||||
Net loss | (39,273) | (37,767) | (37,767) | (1,506) | ||||||
Foreign currency translation adjustments | (9,012) | (6,838) | (6,838) | (2,174) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 3,981,980 | |||||||||
Ending balance at Jun. 30, 2022 | $ 319,427 | 296,471 | $ 498 | 973,701 | (672,037) | (5,691) | 22,956 | |||
Beginning balance (in shares) at Dec. 31, 2022 | 4,786,289.768 | 4,781,930 | ||||||||
Beginning 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] | ||||||||||
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) | 1,011,372 | |||||||||
Common stock issuance for acquisition | 26,308 | 26,308 | $ 126 | 26,182 | ||||||
Common stock issuance for professional fee (in shares) | 234,239 | |||||||||
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) | 21,359 | |||||||||
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) | 392,157 | |||||||||
Common stock issuance for preferred stock Series B conversion | 8,850 | 8,850 | $ 49 | 8,801 | ||||||
Share issuance pertinent to SEPA (in shares) | 885,733 | |||||||||
Share issuance pertinent to SEPA | 15,157 | 15,157 | $ 111 | 15,046 | ||||||
RSUs issued to employees (in shares) | 4,800 | |||||||||
RSUs issued to employees | 0 | $ 1 | (1) | |||||||
Net loss | (85,892) | (84,317) | (84,317) | (1,575) | ||||||
Foreign currency translation adjustments | 1,361 | 1,056 | 1,056 | 305 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 7,331,590 | |||||||||
Ending balance at Mar. 31, 2023 | $ 89,780 | 86,724 | $ 916 | 1,041,955 | (951,099) | (5,048) | 3,056 | |||
Beginning balance (in shares) at Dec. 31, 2022 | 4,786,289.768 | 4,781,930 | ||||||||
Beginning 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] | ||||||||||
Foreign currency translation adjustments | $ 825 | |||||||||
Ending balance (in shares) at Jun. 30, 2023 | 10,976,787 | 11,264,709 | ||||||||
Ending balance at Jun. 30, 2023 | $ 79,126 | 78,324 | $ 1,408 | 1,068,697 | (986,596) | (5,185) | 802 | |||
Beginning balance (in shares) at Mar. 31, 2023 | 7,331,590 | |||||||||
Beginning balance at Mar. 31, 2023 | 89,780 | 86,724 | $ 916 | 1,041,955 | (951,099) | (5,048) | 3,056 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation | 1,816 | 1,816 | 1,816 | |||||||
Dividend accrued for Preferred Stock Series B | (130) | (130) | (130) | |||||||
Common stock issuance for series B preferred stock warrants exercise (in shares) | 3,191,555 | |||||||||
Common stock issuance for warrants exercise | 17,516 | 17,516 | $ 399 | 17,117 | ||||||
Warrants expiration | 1,037 | 1,037 | 1,037 | |||||||
Common stock issuance for professional fee (in shares) | 173,542 | |||||||||
Common stock issuance for professional fee | 1,058 | 1,058 | $ 22 | 1,036 | ||||||
Common stock issuance for preferred stock Series B conversion (in shares) | 280,422 | |||||||||
Common stock issuance for preferred stock Series B conversion | 3,540 | 3,540 | $ 35 | 3,505 | ||||||
Share issuance pertinent to SEPA (in shares) | 167,600 | |||||||||
Share issuance pertinent to SEPA | 897 | 897 | $ 21 | 876 | ||||||
RSUs issued to employees (in shares) | 120,000 | |||||||||
RSUs issued to employees | 1,500 | 1,500 | $ 15 | 1,485 | ||||||
Non-controlling shareholders withdraw | (263) | (263) | ||||||||
Net loss | (37,089) | (35,497) | (35,497) | (1,592) | ||||||
Foreign currency translation adjustments | $ (536) | (137) | (137) | (399) | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 10,976,787 | 11,264,709 | ||||||||
Ending balance at Jun. 30, 2023 | $ 79,126 | $ 78,324 | $ 1,408 | $ 1,068,697 | $ (986,596) | $ (5,185) | $ 802 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (122,981) | $ (68,364) |
Loss from discontinued operations, net of tax | (18,168) | (7,970) |
Net loss from continuing operations | (104,813) | (60,394) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Share-based compensation expense | 5,786 | 5,218 |
Depreciation and amortization | 10,480 | 2,548 |
Noncash lease expense | 1,542 | 1,853 |
Non-cash interest income | (15) | (1,394) |
Allowance for doubtful accounts | 0 | 559 |
Income tax benefit | (3,382) | (338) |
Issuance of common stock for professional fees | 4,356 | 951 |
Other (income) expense | 150 | (99) |
Change in fair value of contingent consideration | (12,946) | (131) |
Impairment losses | 37,984 | 402 |
Foreign currency exchange losses | 223 | 0 |
Impairment of and equity in losses of equity method investees | 0 | 1,928 |
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 | (1,048) | (1,812) |
Inventory | 4,724 | (8,343) |
Prepaid expenses and other assets | 8,327 | (6,517) |
Accounts payable | 15,814 | 6,727 |
Deferred revenue | 548 | 383 |
Amount due to related parties | 404 | (6) |
Accrued expenses, salary and other current liabilities | 607 | (7,374) |
Net cash used in operating activities from continuing operations | (31,259) | (76,624) |
Net cash used in operating activities from discontinued operations | (7,564) | (5,745) |
Net cash provided by (used in) operating activities | (38,823) | (82,369) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (136) | (3,362) |
Acquisition of intangible asset | 0 | (469) |
Disposal of subsidiaries, net of cash disposed | 0 | (417) |
Acquisition of subsidiaries, net of cash acquired | 831 | (54,889) |
Proceeds from selling available for sales securities | 0 | 337 |
Investment in debt securities | (2,900) | (12,800) |
Investments in long-term investment | 0 | (127) |
Notes receivable from related party | 0 | (1,000) |
Net cash used in investing activities from continuing operations | (2,205) | (72,727) |
Net cash used in investing activities from discontinued operations | (55) | (3,590) |
Net cash used in investing activities | (2,260) | (76,317) |
Cash flows from financing activities | ||
Proceeds from issuance of shares, stock options and warrants | 4,026 | 0 |
Proceeds from issuance of convertible notes | 5,650 | 0 |
Proceeds from issuance of preferred stock | 9,850 | 0 |
Borrowings from related parties | 2,000 | 0 |
Borrowings from third parties | 8,700 | 279 |
Proceeds from revolving line of credit | 3,550 | 0 |
Repayments to third parties | (986) | 0 |
Principal payments on revolving line of credit | (3,995) | 0 |
Repayment of convertible notes | 0 | (24,664) |
Proceeds from noncontrolling interest shareholder | 0 | 49 |
Tax withholding paid for net share settlement of equity awards | 0 | (84) |
Payment of finance lease obligations | (106) | 0 |
Repayments to related parties | (2,000) | 0 |
Net cash provided by (used in) financing activities from continuing operations | 26,689 | (24,420) |
Net cash provided by financing activities from discontinued operations | 4,295 | 0 |
Net cash provided by (used in) financing activities | 30,984 | (24,420) |
Effect of exchange rate changes on cash | (59) | (1,249) |
Net (decrease) in cash and cash equivalents | (10,158) | (184,355) |
Cash, beginning of period - continuing operations | 3,759 | 234,181 |
Cash, beginning of period - discontinued operations | 18,170 | 35,682 |
Total cash, beginning of period | 21,929 | 269,863 |
Total cash, end of period | 11,771 | 85,508 |
Cash, end of period - continuing operations | 2,895 | 68,833 |
Cash, end of period - discontinued operations | 8,876 | 16,675 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income tax | 41 | 159 |
Cash paid for interest | 348 | 1,188 |
Issuance of shares for acquisition | 26,308 | 0 |
Issuance of shares for repayment of convertible note and accrued interest | 16,054 | 0 |
Purchases of property and equipment with unpaid costs accrued in accounts payable | 867 | 0 |
Purchases of intangibles with unpaid costs accrued in accounts payable | 49 | 0 |
Issuance of shares for preferred stock conversion | 12,390 | 0 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 644 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 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. Discontinued Operations During the second quarter of 2023, our business components Timios and China met the criteria for classification as discontinued operations and are no longer presented as continuing operations. Assets and liabilities associated with these components are presented in our consolidated balance sheets as Discontinued Operations. The results of operations related to these components are included in the consolidated statements of operations as "Loss from discontinued operations, net of tax." The cash flows of these components are also presented separately in our consolidated statements of cash flows. All corresponding prior year periods presented in our financial statements and related information in the accompanying notes have been reclassified to reflect the Discontinued Operations presentation. On July 25, 2022, we completed the sale of the Timios Operations for cash proceeds of $450,000 (net of $150,000 in transactions costs paid for by the buyer) and the extinguishment of outstanding payables to YA PN II of $2.4 million. There was no material gain or loss on the sale of the Timios operations. As of June 30, 2023, the China business component completed all commercial vehicle resale activities and does not expect to generate material revenues prior to the wind up of the legal entities in China. The following table summarizes the operating results of the discontinued operations for the periods indicated: Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Total revenue $ 5,456 $ 24,817 $ 10,366 $ 47,978 Cost of revenue 4,377 22,839 9,736 45,116 Gross profit 1,079 1,978 630 2,862 Selling and administrative expenses 3,900 4,967 8,035 11,028 Depreciation and amortization 2 509 274 1,019 Asset impairments 116 251 9,442 251 Other operating costs 10 42 10 42 Operating loss (2,949) (3,791) (17,131) (9,478) Non-operating income (expense) 141 1,277 (1,158) 1,322 Income tax benefit 52 23 121 186 Loss from discontinued operations, net of tax $ (2,756) $ (2,491) $ (18,168) $ (7,970) The following table summarizes the assets and liabilities of the Discontinued Operations included in the consolidated balance sheets for the periods indicated: June 30, 2023 December 31, 2022 Cash and cash equivalents $ 8,876 $ 18,169 Accounts Receivables, net 152 72 Inventory, net — 647 Prepaid expenses and other current assets 6,061 6,416 Current assets of discontinued operations 15,089 25,304 Property and equipment, net — 423 Intangible assets, net 6 9,144 Operating lease right of use assets 1,046 1,594 Other noncurrent assets 58 2,843 Noncurrent assets of discontinued operations $ 1,110 $ 14,004 Accounts payable and accrued expenses $ 5,099 $ 5,523 Current portion of operating lease liabilities 491 893 Other current liabilities 5,296 2,348 Current liabilities of discontinued operations 10,886 8,764 Operating lease liabilities – long term 828 926 Deferred tax liabilities — 489 Other noncurrent liabilities — 513 Noncurrent liabilities of discontinued operations $ 828 $ 1,928 Assets Held for Sale During the second quarter of 2023, our business components Energica, Solectrac, Wave Technologies and US Hybrid (the “held for sale businesses”) met the criteria for classification as assets held for sale and discontinued operations. However, as the held for sale businesses comprise the substantial majority of assets, liabilities, revenues and operating costs of the company’s continuing operations and the period of time over which the disposal events are expected to occur, we have continued to present these operations as continuing operations. We believe this provides more relevant information in the primary financial statements. While these assets are classified as held for sale as we assess active third-party interest, we do not anticipate the sale of all of these businesses. For those that we do decide to sell, it is expected that the majority of the balances attributable to the held for sale businesses will not be divested until 2024. The following table summarizes the operating results of the held for sale businesses for the periods indicated: Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Total revenue $ 8,138 $ 9,345 $ 13,664 $ 11,559 Cost of revenue 7,469 9,845 13,212 12,926 Gross profit 669 (500) 452 (1,367) Selling and administrative expenses 9,500 12,160 19,060 19,075 Depreciation and amortization 1,363 1,483 2,712 1,979 Asset impairments 148 321 148 333 Other operating costs 815 679 1,558 1,500 Operating loss $ (11,157) $ (15,143) $ (23,026) $ (24,254) The following table summarizes the assets and liabilities of the held for sale businesses included in the consolidated balance sheets for the periods indicated: June 30, 2023 December 31, 2022 Cash and cash equivalents $ 1,994 $ 2,156 Accounts Receivables, net 6,540 5,753 Inventory, net 22,352 27,031 Prepaid expenses and other current assets 9,582 14,492 Current assets of businesses held for sale 40,468 49,432 Property and equipment, net 7,594 7,194 Intangible assets, net 41,990 43,599 Goodwill 38,217 37,775 Operating lease right of use assets 9,498 10,169 Other noncurrent assets 2,672 2,664 Noncurrent assets of businesses held for sale $ 99,971 $ 101,401 Accounts payable and accrued expenses $ 21,162 $ 21,748 Current portion of operating lease liabilities 2,092 2,134 Other current liabilities 18,931 17,784 Current liabilities of businesses held for sale 42,185 41,666 Operating lease liabilities – long term 7,689 8,162 Deferred tax liabilities 2,512 2,648 Other noncurrent liabilities 3,227 3,543 Noncurrent liabilities of businesses held for sale $ 13,428 $ 14,353 Balance Sheet View if Excluding the Held for Sale Businesses Noted Above While the sale of the businesses noted above is contingent on the ability to reach a mutually acceptable price with an unrelated arms-length buyer, in the event these business components are divested in the next twelve months, the company will experience a material change in the assets its owns and operates. The following table presents a balance sheet as of June 30, 2023 as if the sale of Energica, Wave Technologies, Solectrac and US Hybrid were complete and such businesses were presented as discontinued operations. In this event, the balance sheet below would reflect the assets and liabilities of the parent company Ideanomics, Inc. and VIA Motors as the sole remaining continuing operations in that hypothetical situation. However, the balance sheet below presents historical financial information and does not include cash or other assets we would receive from the sale of the businesses held for sale, nor does it show any liabilities that may be reduced or discharged with cash received. Additionally, as described above, we may decide not to sell one or more of the businesses held for sale. June 30, 2023 December 31, 2022 Cash and cash equivalents $ 901 $ 1,603 Accounts Receivables, net 15 30 Inventory, net 573 569 Prepaid expenses and other current assets 3,712 37,099 Current assets of discontinued operation and businesses held for sale 55,559 74,737 Total current assets 60,760 114,038 Property and equipment, net 3,434 1,455 Intangible assets, net 108,662 25 Goodwill 13,020 — Operating lease right of use assets 5,204 4,217 Other noncurrent assets 477 7,660 Noncurrent assets of discontinued operation and businesses held for sale 101,080 115,406 Total assets $ 292,637 $ 242,801 Accounts payable and accrued expenses $ 49,619 $ 16,445 Current portion of operating lease liabilities 1,291 1,055 Other current liabilities 15,538 8,931 Current liabilities of discontinued operation and businesses held for sale 53,071 50,430 Total current liabilities 119,519 76,861 Operating lease liabilities – long term 6,404 3,185 Deferred tax liabilities 1,164 (137) Non current contingent Liabilities 60,721 — Other noncurrent liabilities 50 53 Noncurrent liabilities of discontinued operation and businesses held for sale 14,256 16,276 Total liabilities 202,114 96,238 Series A 1,262 1,262 Series B 5,310 8,850 Series C 4,825 — Equity: Common stock 1,408 597 Additional paid-in capital 1,068,697 1,004,082 Accumulated deficit (986,596) (866,450) Accumulated other comprehensive loss (5,185) (6,104) Total Ideanomics, Inc. shareholder’s equity 78,324 132,125 Non-controlling interest 802 4,326 Total equity 79,126 136,451 Total liabilities, convertible redeemable preferred stock and equity $ 292,637 $ 242,801 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): June 30, 2023 December 31, 2022 Raw materials $ 7,887 $ 12,782 Work in progress 11,626 10,868 Finished goods 14,142 9,518 Inventory Reserve (10,730) (5,568) Total $ 22,925 $ 27,600 As of June 30, 2023 and December 31, 2022, the carrying amount of inventories serving as collateral for short-term borrowing agreements is $4.4 million and $6.1 million respectively. 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 June 30, 2023 and December 31, 2022 is $1.0 million and $0.6 million, respectively, and is included in “Other long-term liabilities” within the consolidated balance sheets. VIE Structures and Arrangements 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 June 30, 2023.Refer to Note 5. 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 June 30, 2023, the Company had cash and cash equivalents of approximately $11.8 million, with $2.9 million reported in continuing operations and $8.9 million in discontinued operations. Cash held in China is 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 and June 30, 2023 were not filed timely, we will not be Form S-3 eligible until August 25, 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, a 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 three and six months ended June 30, 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 as 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 continue to be insufficient 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 $31.1 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. The company's primary actions to raise capital are currently focused on divestiture of a number of business components (please refer to Note 1, " Discontinued Operations" for further details). These divestitures, if successful, may take up to twelve months to close and fund. 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 | 6 Months Ended |
Jun. 30, 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) |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 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 Six Months Ended June 30, June 30, June 30, June 30, Geographic Markets North America $ 6,490 $ 5,202 $ 9,889 $ 7,036 Asia 10 33 32 50 Europe 1,683 4,150 3,916 4,529 Total $ 8,183 $ 9,385 $ 13,837 $ 11,615 Product or Service EV products $ 2,534 $ 3,857 $ 4,638 $ 4,947 EV services 348 5 361 6 Electric motorcycle products and services 2,112 4,150 4,885 4,529 Electric motorcycle sponsorship services — — 36 — Charging, batteries and powertrain products 3,183 956 3,443 1,210 Charging, batteries and powertrain services — 338 30 790 Other revenue 6 79 444 133 Total $ 8,183 $ 9,385 $ 13,837 $ 11,615 In the three months ended June 30, 2023 and 2022, the Company recognized revenue of $0.1 million and $0.8 million recorded in deferred revenue as of the beginning of the periods, respectively. In the six months ended June 30, 2023 and 2022, the Company recognized revenue of $0.1 million and $0.8 million recorded in deferred revenue as of the beginning of the periods, respectively. In the three months ended June 30, 2023 and 2022, the Company recorded grant revenue of $0.0 million and $0.1 million, respectively. In the six months ended June 30, 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. |
Notes Receivable from Third Par
Notes Receivable from Third Parties | 6 Months Ended |
Jun. 30, 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): June 30, December 31, Green Power Motor Company $ 42 $ 45 VIA — 31,608 $ 42 $ 31,653 The following table summarizes the activity related to the notes receivable reserve (in thousands): Balance at December 31, 2022 $ 60,513 Increase 27,400 Write-offs (76,313) Effect of change in foreign currency exchange rates 177 Balance at March 31, 2023 $ 11,777 Effect of change in foreign currency exchange rates (41) Balance at June 30, 2023 11,736 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 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 1.1 million common shares, and 1.2 million convertible preferred shares (at a ratio of 0.16:1 to common) and the settlement of loans advanced to VIA prior to closing with a settlement value of $5.7 million. As of June 30, 2023, the company has issued 1.0 million common shares and 1.2 million convertible preferred shares. The remaining considered owed to selling shareholders has been recorded as a liability in the amount of $2.3 million and is presented in "other current liabilities." It is expected that this will be satisfied through the issuance of shares based on the settlement statement prepared at closing. 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 June 30, 2023, is as follows (amounts in thousands): 2023 remaining $ 9,821 2024 14,591 2025 12,487 2026 10,709 2027 9,178 Thereafter 53,212 Total $ 109,998 Amortization expense related to intangible assets created as a result of the VIA acquisition for the six months ended months ended June 30, 2023 was $7.0 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 $29,000 and net loss $14.0 million for the six months ended June 30, 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 Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (Amounts in thousands, except per share and share data) Total revenue $ 8,183 $ 9,406 $ 13,838 $ 11,655 Net loss attributable to Ideanomics, Inc. common shareholders (35,497) (57,911) (82,808) (88,714) 2022 Acq uisition The Company has completed the below acquisition in the six months ended months ended June 30, 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 USD) 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 six months ended June 30, 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 June 30, 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 six months ended months ending June 30, 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 six months ended months ended June 30, 2023 and 2022, respectively, have been included in the consolidated financial statements. Dispositions Fiducia (wholly owned subsidiary of Timios) 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. The purchase agreement closed on July 25, 2023 at which time $0.45 million in cash was received by the company(net of $0.15 million in transaction expenses paid for by YA II PN and $2.40 million in loans owed by the company to YA II PN were extinguished. Timios was classified as discontinued operations as of June 30, 2023, please refer to Note 1 " Discontinued Operations" for further information. 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 six months ended months ended June 30, 2023 related to VIA acquisition. • The Company incurred transaction costs of $0.6 million during the six months ended months ended June 30, 2022, related to the Energica acquisition. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 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. As of June 30, 2023 and December 31, 2022, the Company recorded charges of $1.0 million and $1.2 million in connection with its China 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. In the second quarter of 2023, the Company decided to wind down Tree Technology business, Accordingly the Company recorded employee termination cost of $0.5 million related to Tree Technology wind-down. The following table summarizes the charges in connection with its employee termination cost (in thousands): Six Months Ended June 30, 2023 June 30, 2022 Balance at the beginning of the period $ 1,056 $ — Increase/(decrease) 689 — Payment $ (242) $ — Balance at the end of the period $ 1,503 $ — |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 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): June 30, December 31, Furniture and office equipment $ 2,256 $ 1,985 Vehicle 775 1,189 Leasehold improvements 3,700 4,181 Shop equipment 4,532 3,204 Total property and equipment 11,263 10,559 Less: accumulated depreciation (3,004) (1,909) 8,259 8,650 Construction in progress 2,770 — Property and equipment, net $ 11,029 $ 8,650 The Company recorded depreciation expense of $0.7 million and $0.6 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 June 30, 2023 and 2022, respectively and $1.4 million and $0.9 million for the six months ended June 30, 2023 and 2022, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 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 442 Balance as of June 30, 2023 $ 51,237 (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): June 30, 2023 Weighted Intangible before impairment Accumulated Accumulated impairment charge Net Definite lived intangible assets* Patents, trademarks and brands 21.4 $ 26,357 $ (1,327) $ — $ 25,030 Customer relationships 13.2 14,100 (1,446) — 12,654 Licenses 3.9 105 (23) — 82 Software 2.6 132 (57) — 75 Technology 17.8 122,636 (9,850) — 112,786 Total 163,330 (12,703) — 150,627 Indefinite lived intangible assets Website name 25 — — 25 Total $ 163,355 $ (12,703) $ — $ 150,652 December 31, 2022 Gross Accumulated Accumulated impairment charge Net Definite lived intangible assets* Patents, trademarks and brands $ 14,734 $ (660) $ — $ 14,074 Customer relationships 13,937 (824) — 13,113 Licenses 141 (16) — 125 Software 2,981 (667) (2,299) 15 Technology 18,225 (1,953) — 16,272 Total 50,018 (4,120) (2,299) 43,599 Indefinite lived intangible assets Website name 25 — — 25 Total $ 50,043 $ (4,120) $ (2,299) $ 43,624 *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 six months ended June 30, 2023. Amortization expense relating to intangible assets was $5.2 million and $1.7 million for the three month ended June 30, 2023 and 2022, respectively and $9.1 million and $1.9 million for the six months ended June 30, 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) $ 14,567 2024 18,748 2025 16,634 2026 14,732 2027 13,154 2028 and thereafter 72,792 Total $ 150,627 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the outstanding promissory notes as of June 30, 2023 and December 31, 2022 (dollars in thousands): June 30, December 31, Interest Rate Principal Amount Carrying Amount Principal Amount Carrying Amount YA II PN Convertible Debenture 8.0% $ 250 $ 256 $ 4,442 $ 3,928 YA II PN Convertible Debenture first amendment 8.0% 1,400 1,429 — — YA II PN Convertible Debenture second amendment 8.0% 750 762 — — YA II PN Convertible Debenture third amendment 8.0% 4,130 3,765 — — Tillou promissory note 22.0% 2,000 2,123 2,000 2,021 Therese promissory note 22.0% 1,200 1,215 — — Commercial Insurance Premium Finance 6% 142 142 992 992 SBA PPP due April 10, 2025 1.0% 172 172 219 219 Other lending agreements 0.1%-11.8% 7,292 7,292 6,561 6,561 Total $ 17,336 17,156 $ 14,214 13,721 Less: Current portion (15,336) (11,764) Long-term Note, less current portion $ 1,820 $ 1,957 The weighted average interest rate for these borrowings is 9.6% and 8.1% as of June 30, 2023 and December 31, 2022, respectively. 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 six months ended June 30, 2023 are as follows: (a) YA II PN Convertible Debenture On March 30, 2023, the Company entered into the first Amendment to the SDPA. YA II PN purchased an additional debenture with substantially the same terms in the principal amount of $1.4 million. The Company also entered the first amendment to the option agreement as a condition precedent to the purchase of $1.4 million of convertible securities under the SDPA, The Company and Timios have granted YA II PN an option, exercisable after May 30, 2023, to purchase from the Company an amount of shares of common stock of Timios representing seventy percent (70%) of the then issued and outstanding Timios Common Stock on a Fully-Diluted Basis at the time the Call Right is effected or seventy percent (70%) of the then issued and outstanding Fiducia Common Stock on a Fully-Diluted Basis at the time the Call Right is effected. Pursuant to the Amended Option Agreement, if YA II PN exercises the Call Right, the aggregate purchase price shall be $2.5 million. On April 17, 2023, the Company entered into the second amendment to the SDPA and option agreement. YA II PN purchased an additional debenture with substantially the same terms in the principal amount of $0.8 million. The Company also entered the second amendment to the option agreement as a condition precedent to the purchase of $0.8 million of convertible securities under the SDPA. Tthe 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. Pursuant to the Amended Option Agreement, if YA II PN exercises the Call Right, the aggregate purchase price shall be $3.5 million. On May 1, 2023, the Company entered into the third amendment to the SDPA. YA II PN purchased an additional debenture with substantially the same terms in the principal amount of $4.1 million for a purchase price of $3.5 million, with the subsequent amendments, the maturity date is extended to November 1, 2023 The Company recognized interest expense related to the YA II PN convertible debenture of $0.5 million and $0.8 million, including of debt discount amortization for the three months and six months ended June 30, 2023, respectively. During the six months ended June 30, 2023, the Company repaid $4.2 million of principal and interest using the proceeds from SEPA. (b) Tillou promissory note due on demand after 4/20/2023 Refer to Note 11 for further discussion of this related party transaction. (c) Therese promissory note due on 6/6/2023 Refer to Note 11 for further discussion of this related party transaction. |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock Significant convertible preferred stock transactions during the three months ended June 30, 2023 are as follows: Convertible Preferred Stock Series C During the six months ended June 30, 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 0.16 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 June 30, 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 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions (a) Transactions with Dr. Wu and his affiliates Dr. Wu As of June 30, 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 June 30, 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 June 30, 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 June 30, 2023 and December 31, 2022. (c) Amounts due from and due to Glory As of June 30, 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 unaudited condensed consolidated balance sheets. (d) Receivable due from Tree Technology minority shareholders In the six months ended June 30, 2023, the Company entered $10.5 million senior convertible note with Tree Technology and fully converted this note into Tree Technology equity, $0.3 million of this capital contribution is used to settle the previous receivable due from Tree Technology minority shareholders., which was recorded in "Amounts due from related parties" in the consolidated balance sheet as of December 31, 2022. (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 $0.1 million and $0.2 million of material and services from three entities owned by one of its senior management team during the three months ended June 30, 2023 and June 30 2022, respectively, The outstanding payable as of June 30, 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): June 30, 2023 Operating lease right of use assets $ 305 Current portion of operating lease liabilities 47 Operating lease liabilities - long term 258 Selling, general and administrative expenses 27 (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. Tillou is an entity controlled by Vince McMahon, the father of our Executive Chairman. T he 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 June 30, 2023. (f) Promissory notes with Therese Lee Carabillo On April 6, 2023, the Company entered into a secured negotiable promissory note with Therese Lee Carabillo in the amount of $1.0 million. The maturity date is June 6 2023 . the applicable interest rate is 20% . If any amount payable under the Note is not paid when due, such overdue amount shall bear interest at the applicable interest rate plus 2%. O ur Executive Chairman provided the personal guarantee of the note The Company recorded the note in “Promissory note due to third parties” in the consolidated balance sheets as of June 30, 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 | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation As of June 30, 2023, the Company had 0.2 million options and 0.1 million RSUs 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 0.3 million shares to 0.5 million shares. As of June 30, 2023, options available for issuance are 0.4 million shares. For the three months ended June 30, 2023 and 2022, total share-based payments expense was $3.3 million and $2.9 million , respectively. For the six months ended June 30, 2023 and 2022, total share-based payments expense was $5.8 million and $5.2 million , respectively. (a) Stock Options The following table summarizes stock option activity for the six months ended months ended June 30, 2023: Options Weighted Weighted Aggregate Outstanding at January 1, 2023 268,323 $ 146.35 7.8 $ — Granted 2,800 4.75 Expired (14,930) 149.28 Forfeited (12,838) 35.55 Outstanding at June 30, 2023 243,355 150.21 6.94 — Vested as of June 30, 2023 172,673 178.73 6.08 — Expected to vest as of June 30, 2023 70,682 80.54 9.06 — As of June 30, 2023, $1.6 million o f total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 0.97 years. The total intrinsic value of shares exercised in the six months ended months ended June 30, 2023 and 2022 was $0.0 million and $0.0 million . The total fair value of shares vested in the six months ended months ended June 30, 2023 and 2022 was $3.1 million and $4.8 million, respectively. Cash received from options exercised in the six months ended June 30, 2023 and 2022 was $0.0 million and $0.0 million. For the options with service conditions, the assumptions used to estimate the fair values of the stock options granted in the six months ended June 30, 2023 and 2022 as follows: Six Months Ended June 30, 2023 June 30, 2022 Expected term (in years) 5.38 5.51-5.53 Expected volatility 128% 123%-124% Expected dividend yield — % — % Risk free interest rate 3.91% 1.69%-2.87% (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. June 30, 2023 December 31, 2022 Warrants Outstanding Number of Number of Exercise Expiration Acuitas — 40,000 $ 36.25 November 14, 2027 Acuitas — 40,000 $ 36.25 November 27, 2027 Total — 80,000 (c) RSUs In December 2022, the Company granted 0.1 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 28.5 thousand restricted shares of IDEX . The aggregated fair value of all those restricted shares was $0.7 million on the acquisition completion date. In the six months ended June 30, 2023, the Company granted 0.1 million restricted shares to certain employees 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 $1.5 million. As of June 30, 2023, there was $1.0 million of unrecognized compensation cost related to unvested restricted shares. |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 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 six months ended months ended June 30, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Net loss from continuing operations $ (32,741) $ (35,276) $ (101,646) $ (58,308) Net loss from discontinued operations (2,756) (2,491) (18,168) (7,970) Net loss attributable to Ideanomics, Inc. common stockholders $ (35,497) $ (37,767) $ (119,814) $ (66,278) Basic and diluted weighted average common shares outstanding 10,271,290 3,982,340 8,071,870 3,980,619 Net loss per share: Basic and diluted Continuing operations $ (3.19) $ (8.86) $ (12.59) $ (14.65) Discontinued operations $ (0.27) $ (0.63) $ (2.25) $ (2.00) Basic and diluted loss per share of Common Stock $ (3.46) $ (9.49) $ (14.84) $ (16.65) 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): June 30, December 31, Warrants — 80 Options and RSUs 304 336 Series A Preferred Stock 7 7 Series B Preferred Stock 686 500 Series C Preferred Stock 186 — Contingent shares 20,580 12 Convertible promissory note and interest 710 243 Total 22,473 1,178 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesIn 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 six months ended months ended June 30, 2023 there was an income tax benefit of approximately $3.4 million from continuing operations. This consisted principally of the approximately $2.4 million one-time benefit as discussed in the preceding paragraph plus approximately $1.0 million resulting from other sources. During the three months ended June 30, 2023 there was an income tax benefit of approximately $0.5 million from continuing operations. The income tax benefits, other than from the one-time benefit, consisted principally of 1) the amortization or impairment of intangible assets with carrying values in excess of their tax bases, resulting in the reversal of related deferred tax liabilities, and 2) the creation of additional net operating loss carryovers capable of offsetting certain previously existing deferred tax liabilities. 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 June 30, 2022, there was an income tax benefit of $0.1 million from continuing operations. This consisted principally of foreign income tax benefits. During the six months ended June 30, 2022, there was an income tax benefit of $0.3 million from continuing operations. This consisted principally of $0.1 million state income tax benefits for US subsidiaries and $0.2 million of foreign income tax benefits.The foreign income tax benefit for the six and three months ended June 30, 2023, consists primarily of the reversal of some of the Energica deferred tax liability as a result of Energica's losses. At June 30, 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 June 30, 2023 and December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 and later amended, pursuant to which Ideanomics will make payments towards Mr. McCarthy that shall total in the amount of $0.7 million. During three months ended June 30 2023, the Company made the payment of $50,000, and the balance $0.7 million is recorded in "accrued salaries" in the unaudited condensed consolidated balance sheets. 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 As previously reported, on March 14, 2023, Acuitas Capital, LLC (“Acuitas”) filed suit against Ideanomics in the U.S. District Court for the Southern District of New York, alleging breach of the Securities Purchase Agreement executed between the parties on November 14, 2022. On August 7, 2023, Ideanomics and Acuitas entered into a Settlement Agreement pursuant to which the parties will file with the court a stipulation of discontinuance with prejudice of the action. No admission of liability will be made by either party. 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. the Company recorded $0.5 million in "accrued expense" in the the unaudited condensed consolidated balance sheets. Additional Matters |
Contingent Consideration
Contingent Consideration | 6 Months Ended |
Jun. 30, 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): June 30, 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 0.1 million shares during the year ended December 31 2020 and still have the obligation to issue 8,106 shares June 30, 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 June 30, 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: June 30, 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 June 30, 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: June 30, 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 June 30, 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: June 30, 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 June 30, 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. In the six months ended June 30 2023, the Company recorded the remeasurement gain 12.9 million due to the change of projections The following table summarizes the significant inputs and assumptions used in the model: June 30, 2023 Risk-free interest rate 3.7 % Expected volatility 65.0 % Expected discount rate 13.9 % 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) June 30, 2023 $ 61,548 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Fourth Amendment to Secured Convertible Debenture Purchase Agreement On July 14, 2023, the Company entered into the Fourth Amendment to the SDPA, as previously amended (the “Fourth Amended SDPA”) with YA II PN, which further amended the Original SDPA, and simultaneously consummated the sale to the Investor of a new Secured Convertible Debenture (the “Fifth Debenture”) in a private placement pursuant to the SDPA for a purchase price of $1.5 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 $1.9 million on November 1, 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 Fifth Debenture at an interest rate of eight percent (8%), provided that such interest rate shall be increased to 18% upon an event of default. Fiducia Stock Purchase Agreement Closure On July 25, 2023, the Company, signed and closed the Fiducia Stock Purchase Agreement as executed on May 1, 2023. 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, (4) $600,000 payment, and minus (4) any applicable taxes. Preferred Shares Assignment Agreement On August 7, 2023, the Company entered a Settlement Agreement where YA II PN has agreed to acquire from Acuitas all of its (a) shares (the “Preferred Shares”) of Series B Convertible Preferred Stock in the Company, consisting of 6.0 million shares of Preferred Shares with an aggregate Series B Original Issue Price of $6.0 million as of the date hereof and accrued but unpaid dividends of $445,480.94 as of August 1, 2023, and (b) rights (but none of the obligations) under the Acuitas Stock Purchase Agreement. In executing the agreement YA II PN shall pay to Acuitas Capital the total of $2.5 million. This agreement resolves the action against Ideanomics in which Acuitas Capital alleged that Ideanomics had breached the SPA and sought certain relief, including a preliminary injunction. As of the date of this filing, YA II PN held $3 million of the remaining Series B Original Convertible Preferred Stock. Ideanomics Reverse Stock Split On August 22, 2023, the Company filed a Certificate of Change with the Nevada Secretary of State to effect a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-125. Accordingly, all references to numbers of common shares and per-share data in the accompanying financial statements have been adjusted to reflect the stock split on a retroactive basis. The Company is effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price, as set forth in Nasdaq Listing Rule 5550(a)(2), for continued listing on The Nasdaq Capital Market. As previously disclosed, on April 20, 2023, the Company was notified by the Listing Qualifications Staff of Nasdaq that the Company did not meet the minimum closing bid price requirement of $1.00 for continued listing, as set forth in Nasdaq Listing Rule 5550(a)(2), as the Staff determined that as of April 19, 2023, the Company’s securities had a closing bid price of $0.10 or less for ten The Reverse Stock Split will be effective at 12:01 am, Eastern Time, on August 25, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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. |
Discontinued Operations, Assets Held for Sale | Discontinued Operations During the second quarter of 2023, our business components Timios and China met the criteria for classification as discontinued operations and are no longer presented as continuing operations. Assets and liabilities associated with these components are presented in our consolidated balance sheets as Discontinued Operations. The results of operations related to these components are included in the consolidated statements of operations as "Loss from discontinued operations, net of tax." The cash flows of these components are also presented separately in our consolidated statements of cash flows. All corresponding prior year periods presented in our financial statements and related information in the accompanying notes have been reclassified to reflect the Discontinued Operations presentation. Assets Held for Sale During the second quarter of 2023, our business components Energica, Solectrac, Wave Technologies and US Hybrid (the “held for sale businesses”) met the criteria for classification as assets held for sale and discontinued operations. However, as the held for sale businesses comprise the substantial majority of assets, liabilities, revenues and operating costs of the company’s continuing operations and the period of time over which the disposal events are expected to occur, we have continued to present these operations as continuing operations. We believe this provides more relevant information in the primary financial statements. While these assets are classified as held for sale as we assess active third-party interest, we do not anticipate the sale of all of these businesses. For those that we do decide to sell, it is expected that the majority of the balances attributable to the held for sale businesses will not be divested until 2024. |
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. |
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 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 June 30, 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) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of discontinued operations | The following table summarizes the operating results of the discontinued operations for the periods indicated: Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Total revenue $ 5,456 $ 24,817 $ 10,366 $ 47,978 Cost of revenue 4,377 22,839 9,736 45,116 Gross profit 1,079 1,978 630 2,862 Selling and administrative expenses 3,900 4,967 8,035 11,028 Depreciation and amortization 2 509 274 1,019 Asset impairments 116 251 9,442 251 Other operating costs 10 42 10 42 Operating loss (2,949) (3,791) (17,131) (9,478) Non-operating income (expense) 141 1,277 (1,158) 1,322 Income tax benefit 52 23 121 186 Loss from discontinued operations, net of tax $ (2,756) $ (2,491) $ (18,168) $ (7,970) The following table summarizes the assets and liabilities of the Discontinued Operations included in the consolidated balance sheets for the periods indicated: June 30, 2023 December 31, 2022 Cash and cash equivalents $ 8,876 $ 18,169 Accounts Receivables, net 152 72 Inventory, net — 647 Prepaid expenses and other current assets 6,061 6,416 Current assets of discontinued operations 15,089 25,304 Property and equipment, net — 423 Intangible assets, net 6 9,144 Operating lease right of use assets 1,046 1,594 Other noncurrent assets 58 2,843 Noncurrent assets of discontinued operations $ 1,110 $ 14,004 Accounts payable and accrued expenses $ 5,099 $ 5,523 Current portion of operating lease liabilities 491 893 Other current liabilities 5,296 2,348 Current liabilities of discontinued operations 10,886 8,764 Operating lease liabilities – long term 828 926 Deferred tax liabilities — 489 Other noncurrent liabilities — 513 Noncurrent liabilities of discontinued operations $ 828 $ 1,928 The following table summarizes the operating results of the held for sale businesses for the periods indicated: Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Total revenue $ 8,138 $ 9,345 $ 13,664 $ 11,559 Cost of revenue 7,469 9,845 13,212 12,926 Gross profit 669 (500) 452 (1,367) Selling and administrative expenses 9,500 12,160 19,060 19,075 Depreciation and amortization 1,363 1,483 2,712 1,979 Asset impairments 148 321 148 333 Other operating costs 815 679 1,558 1,500 Operating loss $ (11,157) $ (15,143) $ (23,026) $ (24,254) The following table summarizes the assets and liabilities of the held for sale businesses included in the consolidated balance sheets for the periods indicated: June 30, 2023 December 31, 2022 Cash and cash equivalents $ 1,994 $ 2,156 Accounts Receivables, net 6,540 5,753 Inventory, net 22,352 27,031 Prepaid expenses and other current assets 9,582 14,492 Current assets of businesses held for sale 40,468 49,432 Property and equipment, net 7,594 7,194 Intangible assets, net 41,990 43,599 Goodwill 38,217 37,775 Operating lease right of use assets 9,498 10,169 Other noncurrent assets 2,672 2,664 Noncurrent assets of businesses held for sale $ 99,971 $ 101,401 Accounts payable and accrued expenses $ 21,162 $ 21,748 Current portion of operating lease liabilities 2,092 2,134 Other current liabilities 18,931 17,784 Current liabilities of businesses held for sale 42,185 41,666 Operating lease liabilities – long term 7,689 8,162 Deferred tax liabilities 2,512 2,648 Other noncurrent liabilities 3,227 3,543 Noncurrent liabilities of businesses held for sale $ 13,428 $ 14,353 |
Schedule of inventory | The composition of inventory is as follows (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 7,887 $ 12,782 Work in progress 11,626 10,868 Finished goods 14,142 9,518 Inventory Reserve (10,730) (5,568) Total $ 22,925 $ 27,600 |
Schedule of pro forma information | The following table presents a balance sheet as of June 30, 2023 as if the sale of Energica, Wave Technologies, Solectrac and US Hybrid were complete and such businesses were presented as discontinued operations. In this event, the balance sheet below would reflect the assets and liabilities of the parent company Ideanomics, Inc. and VIA Motors as the sole remaining continuing operations in that hypothetical situation. However, the balance sheet below presents historical financial information and does not include cash or other assets we would receive from the sale of the businesses held for sale, nor does it show any liabilities that may be reduced or discharged with cash received. Additionally, as described above, we may decide not to sell one or more of the businesses held for sale. June 30, 2023 December 31, 2022 Cash and cash equivalents $ 901 $ 1,603 Accounts Receivables, net 15 30 Inventory, net 573 569 Prepaid expenses and other current assets 3,712 37,099 Current assets of discontinued operation and businesses held for sale 55,559 74,737 Total current assets 60,760 114,038 Property and equipment, net 3,434 1,455 Intangible assets, net 108,662 25 Goodwill 13,020 — Operating lease right of use assets 5,204 4,217 Other noncurrent assets 477 7,660 Noncurrent assets of discontinued operation and businesses held for sale 101,080 115,406 Total assets $ 292,637 $ 242,801 Accounts payable and accrued expenses $ 49,619 $ 16,445 Current portion of operating lease liabilities 1,291 1,055 Other current liabilities 15,538 8,931 Current liabilities of discontinued operation and businesses held for sale 53,071 50,430 Total current liabilities 119,519 76,861 Operating lease liabilities – long term 6,404 3,185 Deferred tax liabilities 1,164 (137) Non current contingent Liabilities 60,721 — Other noncurrent liabilities 50 53 Noncurrent liabilities of discontinued operation and businesses held for sale 14,256 16,276 Total liabilities 202,114 96,238 Series A 1,262 1,262 Series B 5,310 8,850 Series C 4,825 — Equity: Common stock 1,408 597 Additional paid-in capital 1,068,697 1,004,082 Accumulated deficit (986,596) (866,450) Accumulated other comprehensive loss (5,185) (6,104) Total Ideanomics, Inc. shareholder’s equity 78,324 132,125 Non-controlling interest 802 4,326 Total equity 79,126 136,451 Total liabilities, convertible redeemable preferred stock and equity $ 292,637 $ 242,801 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 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 Six Months Ended June 30, June 30, June 30, June 30, Geographic Markets North America $ 6,490 $ 5,202 $ 9,889 $ 7,036 Asia 10 33 32 50 Europe 1,683 4,150 3,916 4,529 Total $ 8,183 $ 9,385 $ 13,837 $ 11,615 Product or Service EV products $ 2,534 $ 3,857 $ 4,638 $ 4,947 EV services 348 5 361 6 Electric motorcycle products and services 2,112 4,150 4,885 4,529 Electric motorcycle sponsorship services — — 36 — Charging, batteries and powertrain products 3,183 956 3,443 1,210 Charging, batteries and powertrain services — 338 30 790 Other revenue 6 79 444 133 Total $ 8,183 $ 9,385 $ 13,837 $ 11,615 |
Notes Receivable from Third P_2
Notes Receivable from Third Parties (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Schedule of accounts receivable | The following table shows the composition of notes receivable, net of reserves (in thousands): June 30, December 31, Green Power Motor Company $ 42 $ 45 VIA — 31,608 $ 42 $ 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 Increase 27,400 Write-offs (76,313) Effect of change in foreign currency exchange rates 177 Balance at March 31, 2023 $ 11,777 Effect of change in foreign currency exchange rates (41) Balance at June 30, 2023 11,736 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2023, is as follows (amounts in thousands): 2023 remaining $ 9,821 2024 14,591 2025 12,487 2026 10,709 2027 9,178 Thereafter 53,212 Total $ 109,998 The estimated amortization expense related to these intangible assets for each of the years subsequent to June 30, 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) $ 14,567 2024 18,748 2025 16,634 2026 14,732 2027 13,154 2028 and thereafter 72,792 Total $ 150,627 |
Summary of unaudited pro forma financial information | Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (Amounts in thousands, except per share and share data) Total revenue $ 8,183 $ 9,406 $ 13,838 $ 11,655 Net loss attributable to Ideanomics, Inc. common shareholders (35,497) (57,911) (82,808) (88,714) |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 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): Six Months Ended June 30, 2023 June 30, 2022 Balance at the beginning of the period $ 1,056 $ — Increase/(decrease) 689 — Payment $ (242) $ — Balance at the end of the period $ 1,503 $ — |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | The following table summarizes the Company’s property and equipment (in thousands): June 30, December 31, Furniture and office equipment $ 2,256 $ 1,985 Vehicle 775 1,189 Leasehold improvements 3,700 4,181 Shop equipment 4,532 3,204 Total property and equipment 11,263 10,559 Less: accumulated depreciation (3,004) (1,909) 8,259 8,650 Construction in progress 2,770 — Property and equipment, net $ 11,029 $ 8,650 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 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 442 Balance as of June 30, 2023 $ 51,237 (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): June 30, 2023 Weighted Intangible before impairment Accumulated Accumulated impairment charge Net Definite lived intangible assets* Patents, trademarks and brands 21.4 $ 26,357 $ (1,327) $ — $ 25,030 Customer relationships 13.2 14,100 (1,446) — 12,654 Licenses 3.9 105 (23) — 82 Software 2.6 132 (57) — 75 Technology 17.8 122,636 (9,850) — 112,786 Total 163,330 (12,703) — 150,627 Indefinite lived intangible assets Website name 25 — — 25 Total $ 163,355 $ (12,703) $ — $ 150,652 December 31, 2022 Gross Accumulated Accumulated impairment charge Net Definite lived intangible assets* Patents, trademarks and brands $ 14,734 $ (660) $ — $ 14,074 Customer relationships 13,937 (824) — 13,113 Licenses 141 (16) — 125 Software 2,981 (667) (2,299) 15 Technology 18,225 (1,953) — 16,272 Total 50,018 (4,120) (2,299) 43,599 Indefinite lived intangible assets Website name 25 — — 25 Total $ 50,043 $ (4,120) $ (2,299) $ 43,624 *excludes intangible assets fully amortized or written off in prior period |
Schedule of estimated amortization expense related to intangible assets | The estimated amortization expense related to these intangible assets for each of the years subsequent to June 30, 2023, is as follows (amounts in thousands): 2023 remaining $ 9,821 2024 14,591 2025 12,487 2026 10,709 2027 9,178 Thereafter 53,212 Total $ 109,998 The estimated amortization expense related to these intangible assets for each of the years subsequent to June 30, 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) $ 14,567 2024 18,748 2025 16,634 2026 14,732 2027 13,154 2028 and thereafter 72,792 Total $ 150,627 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of of outstanding convertible notes | The following table summarizes the outstanding promissory notes as of June 30, 2023 and December 31, 2022 (dollars in thousands): June 30, December 31, Interest Rate Principal Amount Carrying Amount Principal Amount Carrying Amount YA II PN Convertible Debenture 8.0% $ 250 $ 256 $ 4,442 $ 3,928 YA II PN Convertible Debenture first amendment 8.0% 1,400 1,429 — — YA II PN Convertible Debenture second amendment 8.0% 750 762 — — YA II PN Convertible Debenture third amendment 8.0% 4,130 3,765 — — Tillou promissory note 22.0% 2,000 2,123 2,000 2,021 Therese promissory note 22.0% 1,200 1,215 — — Commercial Insurance Premium Finance 6% 142 142 992 992 SBA PPP due April 10, 2025 1.0% 172 172 219 219 Other lending agreements 0.1%-11.8% 7,292 7,292 6,561 6,561 Total $ 17,336 17,156 $ 14,214 13,721 Less: Current portion (15,336) (11,764) Long-term Note, less current portion $ 1,820 $ 1,957 |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 6 Months Ended |
Jun. 30, 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): June 30, 2023 Operating lease right of use assets $ 305 Current portion of operating lease liabilities 47 Operating lease liabilities - long term 258 Selling, general and administrative expenses 27 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | The following table summarizes stock option activity for the six months ended months ended June 30, 2023: Options Weighted Weighted Aggregate Outstanding at January 1, 2023 268,323 $ 146.35 7.8 $ — Granted 2,800 4.75 Expired (14,930) 149.28 Forfeited (12,838) 35.55 Outstanding at June 30, 2023 243,355 150.21 6.94 — Vested as of June 30, 2023 172,673 178.73 6.08 — Expected to vest as of June 30, 2023 70,682 80.54 9.06 — |
Schedule of assumptions used to estimate the fair values of share options granted | For the options with service conditions, the assumptions used to estimate the fair values of the stock options granted in the six months ended June 30, 2023 and 2022 as follows: Six Months Ended June 30, 2023 June 30, 2022 Expected term (in years) 5.38 5.51-5.53 Expected volatility 128% 123%-124% Expected dividend yield — % — % Risk free interest rate 3.91% 1.69%-2.87% |
Schedule of warrants outstanding and exercisable | June 30, 2023 December 31, 2022 Warrants Outstanding Number of Number of Exercise Expiration Acuitas — 40,000 $ 36.25 November 14, 2027 Acuitas — 40,000 $ 36.25 November 27, 2027 Total — 80,000 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended months ended June 30, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Net loss from continuing operations $ (32,741) $ (35,276) $ (101,646) $ (58,308) Net loss from discontinued operations (2,756) (2,491) (18,168) (7,970) Net loss attributable to Ideanomics, Inc. common stockholders $ (35,497) $ (37,767) $ (119,814) $ (66,278) Basic and diluted weighted average common shares outstanding 10,271,290 3,982,340 8,071,870 3,980,619 Net loss per share: Basic and diluted Continuing operations $ (3.19) $ (8.86) $ (12.59) $ (14.65) Discontinued operations $ (0.27) $ (0.63) $ (2.25) $ (2.00) Basic and diluted loss per share of Common Stock $ (3.46) $ (9.49) $ (14.84) $ (16.65) |
Schedule of computation of diluted loss per share | The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands): June 30, December 31, Warrants — 80 Options and RSUs 304 336 Series A Preferred Stock 7 7 Series B Preferred Stock 686 500 Series C Preferred Stock 186 — Contingent shares 20,580 12 Convertible promissory note and interest 710 243 Total 22,473 1,178 |
Contingent Consideration (Table
Contingent Consideration (Tables) | 6 Months Ended |
Jun. 30, 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): June 30, 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 0.1 million shares during the year ended December 31 2020 and still have the obligation to issue 8,106 shares June 30, 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 June 30, 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: June 30, 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: June 30, 2023 December 31, 2022 Weighted-average cost of capital 15.0% 15.0% Probability 5%-20% 5%-20% June 30, 2023 and December 31, 2022 Risk-free interest rate 3.4% Expected volatility 25.0% Expected discount rate 13.1% June 30, 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) June 30, 2023 $ 61,548 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jul. 25, 2022 USD ($) | Jun. 30, 2023 USD ($) covenant | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) covenant | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jun. 07, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||
Inventory serving as collateral for short term borrowing | $ 4,400 | $ 4,400 | $ 6,100 | ||||
Product warranty accrual, noncurrent | $ 1,000 | $ 1,000 | 600 | ||||
Cost method investments | $ 7,500 | ||||||
Number of covenants breached | covenant | 2 | 2 | |||||
Cash and cash equivalents, continuing and discontinuing | $ 11,800 | $ 11,800 | |||||
Cash and cash equivalents | 2,895 | 2,895 | 3,759 | ||||
Cash and cash equivalents, discontinued operations | 8,900 | 8,900 | |||||
Accounts payable and accrued expenses | 70,800 | 70,800 | |||||
Other current liabilities | 13,300 | 13,300 | |||||
Current portion of operating lease liabilities | 3,383 | 3,383 | 3,189 | ||||
Debt, long-term and short-term, combined amount | 15,300 | 15,300 | |||||
Net loss | 35,497 | $ 37,767 | 119,814 | $ 66,278 | |||
Accumulated deficit | 986,596 | 986,596 | 866,450 | ||||
Proceeds from sale of preferred shares, issuance of a convertible note and sale of financial assets | 31,100 | ||||||
Other Commitment, Aggregate Committed Investment | |||||||
Business Acquisition [Line Items] | |||||||
Investments | 7,000 | 7,000 | |||||
CHINA | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | 5,600 | 5,600 | |||||
Timios | Discontinued Operations, Disposed of by Sale | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from disposal | $ 450 | ||||||
Transactions cost | 150 | ||||||
Extinguishment of outstanding payables | $ 2,400 | ||||||
Cash and cash equivalents, discontinued operations | $ 8,876 | $ 8,876 | $ 18,169 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Operating Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss from discontinued operations, net of tax | $ (2,756) | $ (2,491) | $ (18,168) | $ (7,970) |
Discontinued Operations, Disposed of by Sale | Timios | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenue | 5,456 | 24,817 | 10,366 | 47,978 |
Cost of revenue | 4,377 | 22,839 | 9,736 | 45,116 |
Gross profit | 1,079 | 1,978 | 630 | 2,862 |
Selling and administrative expenses | 3,900 | 4,967 | 8,035 | 11,028 |
Depreciation and amortization | 2 | 509 | 274 | 1,019 |
Asset impairments | 116 | 251 | 9,442 | 251 |
Other operating costs | 10 | 42 | 10 | 42 |
Operating loss | (2,949) | (3,791) | (17,131) | (9,478) |
Non-operating income (expense) | 141 | 1,277 | (1,158) | 1,322 |
Income tax benefit | 52 | 23 | 121 | 186 |
Loss from discontinued operations, net of tax | (2,756) | (2,491) | (18,168) | (7,970) |
Discontinued Operations, Held-for-sale | Energica, Solectrac, Wave Technologies and US Hybrid | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenue | 8,138 | 9,345 | 13,664 | 11,559 |
Cost of revenue | 7,469 | 9,845 | 13,212 | 12,926 |
Gross profit | 669 | (500) | 452 | (1,367) |
Selling and administrative expenses | 9,500 | 12,160 | 19,060 | 19,075 |
Depreciation and amortization | 1,363 | 1,483 | 2,712 | 1,979 |
Asset impairments | 148 | 321 | 148 | 333 |
Other operating costs | 815 | 679 | 1,558 | 1,500 |
Operating loss | $ (11,157) | $ (15,143) | $ (23,026) | $ (24,254) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | $ 8,900 | ||
Current assets of discontinued operations | 15,089 | $ 25,304 | |
Noncurrent assets of discontinued operations | 1,110 | 14,004 | |
Current liabilities of discontinued operations | 10,886 | 8,764 | |
Noncurrent liabilities of discontinued operations | 828 | 1,928 | |
Discontinued Operations, Disposed of by Sale | Timios | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | 8,876 | 18,169 | |
Accounts Receivables, net | 152 | 72 | |
Inventory, net | 0 | 647 | |
Prepaid expenses and other current assets | 6,061 | 6,416 | |
Current assets of discontinued operations | 15,089 | 25,304 | |
Property and equipment, net | 0 | 423 | |
Intangible assets, net | 6 | 9,144 | |
Operating lease right of use assets | 1,046 | 1,594 | |
Other noncurrent assets | 58 | 2,843 | |
Noncurrent assets of discontinued operations | 1,110 | 14,004 | |
Accounts payable and accrued expenses | 5,099 | 5,523 | |
Current portion of operating lease liabilities | 491 | 893 | |
Other current liabilities | 5,296 | 2,348 | |
Current liabilities of discontinued operations | 10,886 | 8,764 | |
Operating lease liabilities – long term | 828 | 926 | |
Deferred tax liabilities | 0 | 489 | |
Other noncurrent liabilities | 0 | 513 | |
Noncurrent liabilities of discontinued operations | 828 | 1,928 | |
Discontinued Operations, Disposed of by Sale | Timios | Subsequent Event | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | $ 3,300 | ||
Discontinued Operations, Held-for-sale | Energica, Solectrac, Wave Technologies and US Hybrid | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | 1,994 | 2,156 | |
Accounts Receivables, net | 6,540 | 5,753 | |
Inventory, net | 22,352 | 27,031 | |
Prepaid expenses and other current assets | 9,582 | 14,492 | |
Current assets of discontinued operations | 40,468 | 49,432 | |
Property and equipment, net | 7,594 | 7,194 | |
Intangible assets, net | 41,990 | 43,599 | |
Goodwill | 38,217 | 37,775 | |
Operating lease right of use assets | 9,498 | 10,169 | |
Other noncurrent assets | 2,672 | 2,664 | |
Noncurrent assets of discontinued operations | 99,971 | 101,401 | |
Accounts payable and accrued expenses | 21,162 | 21,748 | |
Current portion of operating lease liabilities | 2,092 | 2,134 | |
Other current liabilities | 18,931 | 17,784 | |
Current liabilities of discontinued operations | 42,185 | 41,666 | |
Operating lease liabilities – long term | 7,689 | 8,162 | |
Deferred tax liabilities | 2,512 | 2,648 | |
Other noncurrent liabilities | 3,227 | 3,543 | |
Noncurrent liabilities of discontinued operations | $ 13,428 | $ 14,353 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Balance Sheet Excluding Held for Sale Businesses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cash and cash equivalents | $ 2,895 | $ 3,759 | ||||
Accounts receivable, net | 6,556 | 5,783 | ||||
Inventory, net | 22,925 | 27,600 | ||||
Current assets of discontinued operations | 15,089 | 25,304 | ||||
Total current assets | 60,760 | 114,038 | ||||
Property and equipment, net | 11,029 | 8,650 | ||||
Intangible assets, net | 150,652 | 43,624 | ||||
Goodwill | 51,237 | 37,775 | ||||
Operating lease right of use assets | 14,702 | 14,385 | ||||
Other non-current assets | 3,147 | 2,825 | ||||
Non-current assets of discontinued operations | 1,110 | 14,004 | ||||
Total assets | 292,637 | 242,801 | ||||
Accounts payable and accrued expenses | 70,800 | |||||
Current portion of operating lease liabilities | 3,383 | 3,189 | ||||
Other current liabilities | 13,300 | |||||
Current liabilities of discontinued operations | 10,886 | 8,764 | ||||
Total current liabilities | 119,519 | 76,861 | ||||
Operating lease liabilities - long term | 14,093 | 11,347 | ||||
Non-current contingent liabilities | 60,721 | 0 | ||||
Other long-term liabilities | 1,457 | 1,634 | ||||
Non-current liabilities of discontinued operations | 828 | 1,928 | ||||
Total liabilities | 202,114 | 96,238 | ||||
Equity | ||||||
Common stock | 1,408 | 597 | ||||
Additional paid-in capital | 1,068,697 | 1,004,082 | ||||
Accumulated deficit | (986,596) | (866,450) | ||||
Accumulated other comprehensive loss | (5,185) | (6,104) | ||||
Total Ideanomics, Inc. stockholders' equity | 78,324 | 132,125 | ||||
Non-controlling interest | 802 | 4,326 | ||||
Total equity | 79,126 | $ 89,780 | 136,451 | $ 319,427 | $ 364,800 | $ 365,368 |
Total liabilities, convertible redeemable preferred stock, and equity | 292,637 | 242,801 | ||||
Series A Preferred Stock | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Convertible redeemable preferred stock | 1,262 | 1,262 | ||||
Series B Preferred Stock | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Convertible redeemable preferred stock | 5,310 | 8,850 | ||||
Series C Preferred Stock | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Convertible redeemable preferred stock | 4,825 | 0 | ||||
Pro Forma | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cash and cash equivalents | 901 | 1,603 | ||||
Accounts receivable, net | 15 | 30 | ||||
Inventory, net | 573 | 569 | ||||
Prepaid expenses and other current assets | 3,712 | 37,099 | ||||
Current assets of discontinued operations | 55,559 | 74,737 | ||||
Total current assets | 60,760 | 114,038 | ||||
Property and equipment, net | 3,434 | 1,455 | ||||
Intangible assets, net | 108,662 | 25 | ||||
Goodwill | 13,020 | 0 | ||||
Operating lease right of use assets | 5,204 | 4,217 | ||||
Other non-current assets | 477 | 7,660 | ||||
Non-current assets of discontinued operations | 101,080 | 115,406 | ||||
Total assets | 292,637 | 242,801 | ||||
Accounts payable and accrued expenses | 49,619 | 16,445 | ||||
Current portion of operating lease liabilities | 1,291 | 1,055 | ||||
Other current liabilities | 15,538 | 8,931 | ||||
Current liabilities of discontinued operations | 53,071 | 50,430 | ||||
Total current liabilities | 119,519 | 76,861 | ||||
Operating lease liabilities - long term | 6,404 | 3,185 | ||||
Deferred tax liabilities | 1,164 | (137) | ||||
Non-current contingent liabilities | 60,721 | 0 | ||||
Other long-term liabilities | 50 | 53 | ||||
Non-current liabilities of discontinued operations | 14,256 | 16,276 | ||||
Total liabilities | 202,114 | 96,238 | ||||
Equity | ||||||
Common stock | 1,408 | 597 | ||||
Additional paid-in capital | 1,068,697 | 1,004,082 | ||||
Accumulated deficit | (986,596) | (866,450) | ||||
Accumulated other comprehensive loss | (5,185) | (6,104) | ||||
Total Ideanomics, Inc. stockholders' equity | 78,324 | 132,125 | ||||
Non-controlling interest | 802 | 4,326 | ||||
Total equity | 79,126 | 136,451 | ||||
Pro Forma | Series A Preferred Stock | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Convertible redeemable preferred stock | 1,262 | 1,262 | ||||
Pro Forma | Series B Preferred Stock | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Convertible redeemable preferred stock | 5,310 | 8,850 | ||||
Pro Forma | Series C Preferred Stock | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Convertible redeemable preferred stock | $ 4,825 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 7,887 | $ 12,782 |
Work in progress | 11,626 | 10,868 |
Finished goods | 14,142 | 9,518 |
Inventory Reserve | (10,730) | (5,568) |
Total | $ 22,925 | $ 27,600 |
New Accounting Pronouncements (
New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total equity | $ (79,126) | $ (89,780) | $ (136,451) | $ (319,427) | $ (364,800) | $ (365,368) |
Accumulated Deficit | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total equity | $ 986,596 | $ 951,099 | 866,450 | $ 672,037 | $ 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 8,183 | $ 9,385 | $ 13,837 | $ 11,615 |
Revenue recognized | 100 | 800 | 100 | 800 |
EV products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,534 | 3,857 | 4,638 | 4,947 |
EV services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 348 | 5 | 361 | 6 |
Electric motorcycle products and services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,112 | 4,150 | 4,885 | 4,529 |
Electric motorcycle sponsorship services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 36 | 0 |
Charging, batteries and powertrain products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,183 | 956 | 3,443 | 1,210 |
Charging, batteries and powertrain services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 338 | 30 | 790 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6 | 79 | 444 | 133 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,490 | 5,202 | 9,889 | 7,036 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10 | 33 | 32 | 50 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,683 | $ 4,150 | $ 3,916 | $ 4,529 |
Notes Receivable from Third P_3
Notes Receivable from Third Parties - Composition of Notes Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Notes receivable from third parties, net | $ 42 | $ 31,653 |
Convertible promissory note and interest | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Notes receivable from third parties, net | 42 | 31,653 |
Convertible promissory note and interest | Green Power Motor Company | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Notes receivable from third parties, net | 42 | 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) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at the beginning of the period | $ 11,777 | $ 60,513 | $ 60,513 |
Increase | 27,400 | ||
Write-offs | (76,313) | ||
Effect of change in foreign currency exchange rates | (41) | 177 | |
Balance at the end of the period | $ 11,736 | $ 11,777 | $ 11,736 |
Notes Receivable from Third P_5
Notes Receivable from Third Parties - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jan. 17, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Debt Securities, Available-for-Sale [Line Items] | |||
Write-offs | $ 76,313 | ||
VIA Motors International, Inc. | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Write-offs | $ 76,300 | ||
Business combination, additional funding amount | $ 800 | ||
Fair value of consideration transferred | $ 5,200 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) € in Millions | 3 Months Ended | 6 Months Ended | ||||||||||||
Jul. 25, 2023 USD ($) | May 01, 2023 USD ($) | Jan. 31, 2023 USD ($) shares | Mar. 14, 2022 USD ($) | Feb. 09, 2022 USD ($) | Feb. 09, 2022 EUR (€) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 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 | $ 61,548,000 | $ 867,000 | ||||||||||
Amortization expense relating to intangible assets | 5,200,000 | $ 1,700,000 | 9,100,000 | $ 1,900,000 | ||||||||||
Gain on remeasurement of investment | 0 | $ 0 | 0 | 10,965,000 | ||||||||||
Principal amount | $ 17,336,000 | $ 17,336,000 | $ 14,214,000 | |||||||||||
Fiducia Stock Purchase Agreement | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Investment consideration | $ 3,000,000 | |||||||||||||
Fiducia Stock Purchase Agreement | Subsequent Event | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Payments of stock issuance costs | $ 150,000 | |||||||||||||
Proceeds from issuance of stock | 450,000 | |||||||||||||
Loans extinguished | $ 2,400,000 | |||||||||||||
Fiducia Stock Purchase Agreement | Secured Debenture Purchase Agreement, October 25, 2022 | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Principal amount | 250,000 | |||||||||||||
Fiducia Stock Purchase Agreement | Secured Debenture Purchase Agreement, March 30, 2023 | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Principal amount | 1,400,000 | |||||||||||||
Fiducia Stock Purchase Agreement | Secured Debenture Purchase Agreement, April 17, 2023 | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Principal amount | $ 750,000 | |||||||||||||
Fiducia | Fiducia Stock Purchase Agreement | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Percentage of ownership interest (in percent) | 100% | |||||||||||||
Energica Motor Company, Inc. | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Equity method investment, ownership percentage (in percent) | 72.40% | 72.40% | 20% | |||||||||||
Energica Motor Company, Inc. | Energica Founders | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Equity method investment, ownership percentage (in percent) | 27.60% | 27.60% | ||||||||||||
Energica | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Equity method investment, ownership percentage (in percent) | 27.60% | 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 | $ 24,800,000 | ||||||||||||
VIA Motors International, Inc. | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Conversion ratio | 0.16 | |||||||||||||
Business combination liability current | 2,300,000 | 2,300,000 | ||||||||||||
Contingent consideration | 60,721,000 | 60,721,000 | ||||||||||||
Amortization expense relating to intangible assets | 7,000,000 | |||||||||||||
Tax deductible goodwill | 0 | 0 | ||||||||||||
Revenue | 29,000 | |||||||||||||
Net loss | 14,000,000 | |||||||||||||
Transaction costs | $ 11,700,000 | |||||||||||||
VIA Motors International, Inc. | Common Stock | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Number of common stock issued (in shares) | shares | 1,100,000 | 1,000,000 | ||||||||||||
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 | 1,200,000 | ||||||||||||
Energica | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Amortization expense relating to intangible assets | $ 1,000,000 | 400,000 | ||||||||||||
Tax deductible goodwill | $ 0 | 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 | Jun. 30, 2023 | Dec. 31, 2022 |
Assets acquired | |||||
Goodwill | $ 51,237 | $ 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 | Jun. 30, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
2023 remaining | $ 14,567 | |
2024 | 18,748 | |
2025 | 16,634 | |
2026 | 14,732 | |
2027 | 13,154 | |
Thereafter | 72,792 | |
Total | 150,627 | $ 43,599 |
VIA Motors International, Inc. | ||
Business Acquisition [Line Items] | ||
2023 remaining | 9,821 | |
2024 | 14,591 | |
2025 | 12,487 | |
2026 | 10,709 | |
2027 | 9,178 | |
Thereafter | 53,212 | |
Total | 109,998 | |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Total revenue | $ 8,183 | $ 9,406 | $ 13,838 | $ 11,655 |
Net loss attributable to Ideanomics, Inc. common shareholders | $ (35,497) | $ (57,911) | $ (82,808) | $ (88,714) |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Tree Technology Wind-Down | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Restructuring charges | $ 0.5 | ||
CHINA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Restructuring charges | $ 1 | $ 1.2 | |
CHINA | Employee Severance | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Restructuring charges | $ 1 | $ 1.1 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Charges (Details) - Employee Severance - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Balance at the beginning of the period | $ 1,056 | $ 0 |
Increase/(decrease) | 689 | 0 |
Payment | (242) | 0 |
Balance at the end of the period | $ 1,503 | $ 0 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 11,263 | $ 11,263 | $ 10,559 | ||
Less: accumulated depreciation | (3,004) | (3,004) | (1,909) | ||
Property and equipment | 8,259 | 8,259 | 8,650 | ||
Construction in progress | 2,770 | 2,770 | 0 | ||
Property and equipment, net | 11,029 | 11,029 | 8,650 | ||
Depreciation expense | 700 | $ 600 | 1,400 | $ 900 | |
Furniture and office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 2,256 | 2,256 | 1,985 | ||
Vehicle | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 775 | 775 | 1,189 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 3,700 | 3,700 | 4,181 | ||
Shop equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 4,532 | $ 4,532 | $ 3,204 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) businessUnit segment | Jun. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Number of operating segments | segment | 1 | |||
Number of reporting units | businessUnit | 8 | |||
Amortization expense relating to intangible assets | $ | $ 5.2 | $ 1.7 | $ 9.1 | $ 1.9 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Goodwill Roll Forward (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 37,775 |
Goodwill acquired during the year | 13,020 |
Effect of change in foreign currency exchange rates | 442 |
Ending balance | $ 51,237 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortizing and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Definite lived intangible assets | |||||
Intangible before impairment | $ 163,330 | $ 163,330 | $ 50,018 | ||
Accumulated amortization | (12,703) | (12,703) | (4,120) | ||
Accumulated impairment charge | 0 | 0 | (2,299) | ||
Total | 150,627 | 150,627 | 43,599 | ||
Total intangible assets | |||||
Intangible before impairment | 163,355 | 163,355 | 50,043 | ||
Accumulated impairment charge | 0 | 0 | (2,299) | ||
Intangible assets, net | 150,652 | 150,652 | 43,624 | ||
Impairment loss of intangible assets | 3,197 | $ 320 | 37,984 | $ 402 | |
Website name | |||||
Indefinite lived intangible assets | |||||
Intangible before impairment | 25 | 25 | 25 | ||
Net balance | $ 25 | $ 25 | 25 | ||
Patents, trademarks and brands | |||||
Definite lived intangible assets | |||||
Weighted Average Remaining Useful Life (in years) | 21 years 4 months 24 days | 21 years 4 months 24 days | |||
Intangible before impairment | $ 26,357 | $ 26,357 | 14,734 | ||
Accumulated amortization | (1,327) | (1,327) | (660) | ||
Accumulated impairment charge | 0 | 0 | 0 | ||
Total | $ 25,030 | $ 25,030 | 14,074 | ||
Customer relationships | |||||
Definite lived intangible assets | |||||
Weighted Average Remaining Useful Life (in years) | 13 years 2 months 12 days | 13 years 2 months 12 days | |||
Intangible before impairment | $ 14,100 | $ 14,100 | 13,937 | ||
Accumulated amortization | (1,446) | (1,446) | (824) | ||
Accumulated impairment charge | 0 | 0 | 0 | ||
Total | $ 12,654 | $ 12,654 | 13,113 | ||
Licenses | |||||
Definite lived intangible assets | |||||
Weighted Average Remaining Useful Life (in years) | 3 years 10 months 24 days | 3 years 10 months 24 days | |||
Intangible before impairment | $ 105 | $ 105 | 141 | ||
Accumulated amortization | (23) | (23) | (16) | ||
Accumulated impairment charge | 0 | 0 | 0 | ||
Total | $ 82 | $ 82 | 125 | ||
Software | |||||
Definite lived intangible assets | |||||
Weighted Average Remaining Useful Life (in years) | 2 years 7 months 6 days | 2 years 7 months 6 days | |||
Intangible before impairment | $ 132 | $ 132 | 2,981 | ||
Accumulated amortization | (57) | (57) | (667) | ||
Accumulated impairment charge | 0 | 0 | (2,299) | ||
Total | $ 75 | 75 | 15 | ||
Total intangible assets | |||||
Impairment loss of intangible assets | $ 8,900 | ||||
Technology | |||||
Definite lived intangible assets | |||||
Weighted Average Remaining Useful Life (in years) | 17 years 9 months 18 days | 17 years 9 months 18 days | |||
Intangible before impairment | $ 122,636 | $ 122,636 | 18,225 | ||
Accumulated amortization | (9,850) | (9,850) | (1,953) | ||
Accumulated impairment charge | 0 | 0 | 0 | ||
Total | $ 112,786 | $ 112,786 | $ 16,272 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Amortization Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (excluding the three months ended March 31, 2023) | $ 14,567 | |
2024 | 18,748 | |
2025 | 16,634 | |
2026 | 14,732 | |
2027 | 13,154 | |
2028 and thereafter | 72,792 | |
Total | $ 150,627 | $ 43,599 |
Debt - Schedule of Promissory N
Debt - Schedule of Promissory Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | May 01, 2023 | Apr. 17, 2023 | Dec. 31, 2022 |
Short-term Debt [Line Items] | ||||
Principal Amount | $ 17,336 | $ 14,214 | ||
Carrying Amount | 17,156 | 13,721 | ||
Long-term Note, less current portion | $ 1,820 | 1,957 | ||
YA II PN Convertible Debenture | ||||
Short-term Debt [Line Items] | ||||
Interest Rate | 8% | |||
Principal Amount | $ 250 | 4,442 | ||
Carrying Amount | $ 256 | 3,928 | ||
YA II PN Convertible Debenture first amendment | ||||
Short-term Debt [Line Items] | ||||
Interest Rate | 8% | |||
Principal Amount | $ 1,400 | 0 | ||
Carrying Amount | $ 1,429 | 0 | ||
YA II PN Convertible Debenture second amendment | ||||
Short-term Debt [Line Items] | ||||
Interest Rate | 8% | |||
Principal Amount | $ 750 | $ 800 | 0 | |
Carrying Amount | $ 762 | 0 | ||
YA II PN Convertible Debenture third amendment | ||||
Short-term Debt [Line Items] | ||||
Interest Rate | 8% | |||
Principal Amount | $ 4,130 | $ 4,100 | 0 | |
Carrying Amount | $ 3,765 | 0 | ||
Tillou promissory note | ||||
Short-term Debt [Line Items] | ||||
Interest Rate | 22% | |||
Principal Amount | $ 2,000 | 2,000 | ||
Carrying Amount | $ 2,123 | 2,021 | ||
Therese promissory note | ||||
Short-term Debt [Line Items] | ||||
Interest Rate | 22% | |||
Principal Amount | $ 1,200 | 0 | ||
Carrying Amount | $ 1,215 | 0 | ||
Commercial Insurance Premium Finance | ||||
Short-term Debt [Line Items] | ||||
Interest Rate | 6% | |||
Principal Amount | $ 142 | 992 | ||
Carrying Amount | $ 142 | 992 | ||
SBA PPP due April 10, 2025 | ||||
Short-term Debt [Line Items] | ||||
Interest Rate | 1% | |||
Principal Amount | $ 172 | 219 | ||
Carrying Amount | 172 | 219 | ||
Other lending agreements | ||||
Short-term Debt [Line Items] | ||||
Principal Amount | 7,292 | 6,561 | ||
Carrying Amount | $ 7,292 | 6,561 | ||
Other lending agreements | Minimum | ||||
Short-term Debt [Line Items] | ||||
Interest Rate | 0.10% | |||
Other lending agreements | Maximum | ||||
Short-term Debt [Line Items] | ||||
Interest Rate | 11.80% | |||
Convertible Note | ||||
Short-term Debt [Line Items] | ||||
Less: Current portion | $ (15,336) | $ (11,764) |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) covenant | Jun. 30, 2023 USD ($) covenant | May 01, 2023 USD ($) | Apr. 17, 2023 USD ($) | Mar. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (in percent) | 9.60% | 9.60% | 8.10% | |||
Number of covenants breached | covenant | 2 | 2 | ||||
Principal amount | $ 17,336 | $ 17,336 | $ 14,214 | |||
Repayments of debt | 4,200 | |||||
YA II PN Convertible Debenture first amendment | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable | $ 1,400 | |||||
Option to purchase percentage of issued and outstanding common stock | 0.70 | |||||
Option aggregate purchase price | $ 2,500 | |||||
Principal amount | 1,400 | 1,400 | 0 | |||
YA II PN Convertible Debenture second amendment | ||||||
Debt Instrument [Line Items] | ||||||
Option to purchase percentage of issued and outstanding common stock | 1 | |||||
Option aggregate purchase price | $ 3,500 | |||||
Principal amount | 750 | 750 | $ 800 | 0 | ||
YA II PN Convertible Debenture third amendment | ||||||
Debt Instrument [Line Items] | ||||||
Option aggregate purchase price | $ 3,500 | |||||
Principal amount | 4,130 | 4,130 | $ 4,100 | 0 | ||
YA II PN Convertible Debenture | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | 250 | 250 | 4,442 | |||
Interest expense | 500 | 500 | ||||
Amortization of debt discount | 800 | 800 | ||||
Therese Promissory Note Due On 6/6/2023 | ||||||
Debt Instrument [Line Items] | ||||||
Unused borrowing capacity | $ 900 | $ 900 | $ 400 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) $ / shares in Units, $ in Millions | 2 Months Ended | 6 Months Ended | ||
Feb. 02, 2023 USD ($) shares | May 02, 2023 number_of_notice shares | Jun. 30, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 shares | |
Securities Purchase Agreement | ||||
Stockholders Equity [Line Items] | ||||
Common stock issuance (in shares) | 700,000 | |||
Common stock issuance | $ | $ 10 | |||
Number of cashless exercise notices received | number_of_notice | 10 | |||
Number of warrants specified (in shares) | 20,000,000 | |||
Warrant liabilities | $ | $ 18.6 | |||
Preferred Stock | Securities Purchase Agreement | ||||
Stockholders Equity [Line Items] | ||||
Common stock issuance (in shares) | 10,000,000 | |||
Warrants | Securities Purchase Agreement | ||||
Stockholders Equity [Line Items] | ||||
Common stock issuance (in shares) | 10,000,000 | |||
Fair value of warrants | $ | 2.3 | |||
Number of warrants requested (in shares) | 96,700,000 | |||
Adjustments to additional paid in capital, warrant issued | $ | $ 1 | |||
Common Stock | Securities Purchase Agreement | ||||
Stockholders Equity [Line Items] | ||||
Number of warrants requested (in shares) | 3.2 | 3,200,000 | ||
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) | 0.16 | |||
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] | ||||
Common stock issuance (in shares) | 14,000,000 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jan. 13, 2023 USD ($) | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Jun. 30, 2023 USD ($) entity | Jun. 30, 2022 USD ($) entity | Dec. 31, 2022 USD ($) entity | Apr. 06, 2023 USD ($) | Mar. 19, 2023 USD ($) | Dec. 13, 2022 USD ($) | Mar. 31, 2022 USD ($) | Feb. 09, 2022 | |
Related Party Transaction [Line Items] | |||||||||||
Amount due from related parties | $ 108 | $ 386 | |||||||||
Amount due to related parties | 13,300 | ||||||||||
Principal amount | $ 17,336 | $ 14,214 | |||||||||
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] | |||||||||||
Cost of revenue from related party | $ 100 | $ 200 | |||||||||
Number of related party entities | entity | 3 | 3 | 3 | ||||||||
Service agreement with SSSIG | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | $ 400 | ||||||||||
Board of Directors Chairman | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount due from related parties | $ 200 | $ 200 | |||||||||
Amount due to related parties | 700 | 700 | |||||||||
Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount due to related parties | 2,279 | 2,152 | |||||||||
Related Party | Glory Connection Sdn. Bhd. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount due to related parties | 200 | 200 | |||||||||
Related Party | Tree Technologies Sdn. Bhd. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount due to related parties | 300 | ||||||||||
Principal amount | 10,500 | ||||||||||
Related Party | CRP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount due to related parties | 1,400 | 1,300 | |||||||||
Related Party | Service agreement with SSSIG | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount due to related parties | 400 | 400 | |||||||||
Related Party | FNL Stock Purchase Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount due to related parties | $ 100 | $ 100 | |||||||||
Related Party | Third Party Promissory Note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal amount | $ 1,000 | ||||||||||
Debt instrument, interest rate (in percent) | 20% | ||||||||||
Notes receivable, bearing interest rate plus (in percent) | 2% | ||||||||||
Management | Energica | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount due from related parties | $ 1,800 | ||||||||||
Option exercise (in shares) | shares | 0.8 | ||||||||||
Options exercise | $ 1,300 | ||||||||||
Fair value of consideration transferred | $ 3,100 | ||||||||||
Immediate Family Member of Management or Principal Owner | December 2022 Promissory Note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal amount | $ 2,000 | ||||||||||
Debt instrument, interest rate (in percent) | 20% | ||||||||||
Secured collateral | $ 2,400 | ||||||||||
Repayment of notes receivable from related party | $ 100 | ||||||||||
Immediate Family Member of Management or Principal Owner | March 2023 Promissory Note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal amount | $ 2,000 | ||||||||||
Debt instrument, interest rate (in percent) | 20% | ||||||||||
Notes receivable, bearing interest rate plus (in percent) | 2% |
Related Party Transactions - Le
Related Party Transactions - Lease Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Operating lease right of use assets | $ 14,702 | $ 14,702 | $ 14,385 | ||
Current portion of operating lease liabilities | 3,383 | 3,383 | 3,189 | ||
Operating lease liabilities - long term | 14,093 | 14,093 | $ 11,347 | ||
Selling, general and administrative expenses | 23,626 | $ 33,783 | 65,736 | $ 64,817 | |
Related Party | EMCH | |||||
Related Party Transaction [Line Items] | |||||
Operating lease right of use assets | 305 | 305 | |||
Current portion of operating lease liabilities | 47 | 47 | |||
Operating lease liabilities - long term | $ 258 | 258 | |||
Selling, general and administrative expenses | $ 27 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jan. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 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) | 268,323 | 243,355 | 243,355 | |||||
Share-based payments expense | $ 3.3 | $ 2.9 | $ 5.8 | $ 5.2 | ||||
Unrecognized compensation expense related to non-vested share options | $ 1.6 | $ 1.6 | ||||||
Weighted average period for recognition related to non-vested stock options (in years) | 11 months 19 days | |||||||
Total intrinsic value of shares exercised | $ 0 | 0 | ||||||
Total fair value of vested shares | $ 3.1 | 4.8 | ||||||
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) | 500,000 | 300,000 | ||||||
Number of options available for issuance (in shares) | 400,000 | 400,000 | ||||||
Options | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options outstanding to purchase shares of common stock (in shares) | 200,000 | 200,000 | ||||||
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) | 100,000 | 100,000 | ||||||
Adjusted restricted shares granted (in shares) | 28,500 | |||||||
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) | 100,000 | 100,000 | ||||||
Vesting period | 2 years | 2 years | ||||||
Amount of grant date fair value of the restricted shares | $ 1.6 | $ 1.5 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Options Outstanding | ||
Beginning balance (in shares) | 268,323 | |
Granted (in shares) | 2,800 | |
Expired (in shares) | (14,930) | |
Forfeited (in shares) | (12,838) | |
Ending balance (in shares) | 243,355 | 268,323 |
Vested at end of period (in shares) | 172,673 | |
Expected to vest at end of period (in shares) | 70,682 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 146.35 | |
Granted (in dollars per share) | 4.75 | |
Expired (in dollars per share) | 149.28 | |
Forfeited (in dollars per share) | 35.55 | |
Ending balance (in dollars per share) | 150.21 | $ 146.35 |
Vested at end of period (in dollars per share) | 178.73 | |
Expected to vest at end of period (in dollars per share) | $ 80.54 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding | 6 years 11 months 8 days | 7 years 9 months 18 days |
Vested at end of period (in years) | 6 years 29 days | |
Expected to vest at end of period (in years) | 9 years 21 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) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term (in years) | 5 years 4 months 17 days | |
Expected volatility | 128% | |
Expected volatility, minimum | 123% | |
Expected volatility, maximum | 124% | |
Expected dividend yield | 0% | 0% |
Risk free interest rate | 3.91% | |
Risk free interest rate, minimum | 1.69% | |
Risk free interest rate, maximum | 2.87% | |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 0 | 80,000 |
Acuitas | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 0 | 40,000 |
Exercise Price (in dollars per share) | $ 36.25 | |
Acuitas | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable (in shares) | 0 | 40,000 |
Exercise Price (in dollars per share) | $ 36.25 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss from continuing operations | $ (32,741) | $ (35,276) | $ (101,646) | $ (58,308) |
Net loss from discontinued operations | (2,756) | (2,491) | (18,168) | (7,970) |
Net loss attributable to Ideanomics, Inc. common shareholders | $ (35,497) | $ (37,767) | $ (119,814) | $ (66,278) |
Basic weighted average common shares outstanding (in shares) | 10,271,290 | 3,982,340 | 8,071,870 | 3,980,619 |
Diluted weighted average common shares outstanding (in shares) | 10,271,290 | 3,982,340 | 8,071,870 | 3,980,619 |
Net loss per share: | ||||
Basic, loss per share from continuing operations (in dollars per share) | $ (3.19) | $ (8.86) | $ (12.59) | $ (14.65) |
Diluted, loss per share from continuing operations (in dollars per share) | (3.19) | (8.86) | (12.59) | (14.65) |
Basic, loss per share from discontinued operations (in dollars per share) | (0.27) | (0.63) | (2.25) | (2) |
Diluted, loss per share from discontinued operations (in dollars per share) | (0.27) | (0.63) | (2.25) | (2) |
Basic loss per share of Common Stock (in dollars per share) | (3.46) | (9.49) | (14.84) | (16.65) |
Diluted loss per share of Common Stock (in dollars per share) | $ (3.46) | $ (9.49) | $ (14.84) | $ (16.65) |
Net Loss Per Common Share - Com
Net Loss Per Common Share - Computation of Diluted Loss Per Share (Details) - shares shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 22,473 | 1,178 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 80 |
Options and RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 304 | 336 |
Series A Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 7 | 7 |
Series B Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 686 | 500 |
Series C Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 186 | 0 |
Contingent shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 20,580 | 12 |
Convertible promissory note and interest | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 710 | 243 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jan. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||||||
Income tax benefit | $ 467,000 | $ 124,000 | $ 3,382,000 | $ 339,000 | ||||
Valuation allowance | 100% | |||||||
Valuation allowance offset | 80% | |||||||
One-time income tax benefit | $ 2,400,000 | |||||||
Other tax benefit | 1,000,000 | |||||||
Foreign income tax benefit | 200,000 | |||||||
State income tax benefits | $ 100,000 | |||||||
Deferred tax assets | 300,000 | 300,000 | $ 300,000 | |||||
Unrecognized tax positions | $ 0 | $ 0 | $ 0 | |||||
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 Thousands | 3 Months Ended | |||||
Jul. 18, 2023 | Apr. 12, 2023 | Jan. 10, 2023 | Dec. 14, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||||||
Accrued salaries | $ 9,663 | $ 7,328 | ||||
McCarthy v. Ideanomics | ||||||
Loss Contingencies [Line Items] | ||||||
Value of damages | $ 700 | |||||
Settlement amount | $ 700 | |||||
Loss contingency paid | 50 | |||||
Accrued salaries | 700 | |||||
Cantor Fitzgerald, LLC v. Ideanomics | ||||||
Loss Contingencies [Line Items] | ||||||
Value of damages | $ 200 | |||||
Cantor Fitzgerald, LLC v. Ideanomics | Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Judgment amount | $ 100 | |||||
3i LP v. Ideanomics | ||||||
Loss Contingencies [Line Items] | ||||||
Accrued expense | $ 500 |
Contingent Consideration - Summ
Contingent Consideration - Summary of Financial Instruments (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 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) | 8,106 | 8,106 | 100,000 | |
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) | Jun. 30, 2023 lease | Dec. 31, 2022 lease | Dec. 31, 2020 |
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 | ||
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 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 | |
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 |
Contingent Consideration - Narr
Contingent Consideration - Narrative (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Contingent Consideration | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Remeasurement gain recognized in the statement of operations | $ 12,947 |
Contingent Consideration - Reco
Contingent Consideration - Reconciliation of Level 3 Fair Value Measurements (Details) - Contingent Consideration $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 867 |
Addition | 73,628 |
Remeasurement loss/(gain) recognized in the statement of operations | (12,947) |
Ending balance | $ 61,548 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, shares in Millions | Aug. 22, 2023 extension $ / shares | Aug. 07, 2023 USD ($) shares | Jul. 25, 2023 USD ($) | Jul. 14, 2023 USD ($) | Aug. 25, 2023 USD ($) | Aug. 01, 2023 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares |
Subsequent Event [Line Items] | ||||||||
Principal amount | $ 17,336,000 | $ 14,214,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||
Stock split | 0.008 | |||||||
Subscription price (in dollars per share) | $ / shares | $ 0.10 | |||||||
Share price period | 10 days | |||||||
Number of extension periods | extension | 2 | |||||||
Subsequent Event | Fiducia Stock Purchase Agreement Closure | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments of stock issuance costs | $ 600,000 | |||||||
Secured Debenture Purchase Agreement, October 25, 2022 | Subsequent Event | Fiducia Stock Purchase Agreement Closure | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount | 250,000 | |||||||
Secured Debenture Purchase Agreement, March 30, 2023 | Subsequent Event | Fiducia Stock Purchase Agreement Closure | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount | 1,400,000 | |||||||
Secured Debenture Purchase Agreement, April 17, 2023 | Subsequent Event | Fiducia Stock Purchase Agreement Closure | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount | $ 750,000 | |||||||
YA II PN, Ltd | Subsequent Event | Series B Convertible Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments of stock issuance costs | $ 2,500,000 | |||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 6 | |||||||
Investment consideration | $ 6,000,000 | |||||||
Dividends payable | $ 445,480.94 | |||||||
Convertible preferred stock held | $ 3,000,000 | |||||||
YA II PN, Ltd | Convertible Debenture Purchase Agreement - YA Fourth Amendment | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 1,500,000 | |||||||
Principal and accrued and unpaid interest | $ 1,900,000 | |||||||
YA II PN, Ltd | Convertible Debenture Purchase Agreement - YA Fourth Amendment | Subsequent Event | Convertible Debt | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument, percentage of principal amount being redeemed (in percent) | 20% | |||||||
Debt instrument, interest rate (in percent) | 8% | |||||||
Interest rate in event of default (in percent) | 18% |