Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 17, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 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, $0.001 par value per share | |
Trading Symbol | IDEX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,972,346 | |
Entity Central Index Key | 0000837852 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 1,884 | $ 3,245 |
Accounts receivable, net | 3,066 | 4,269 |
Contract assets | 1,926 | 3,579 |
Amount due from related parties | 90 | 90 |
Notes receivable from third parties, net | 41 | 31,653 |
Inventory, net | 16,781 | 23,192 |
Prepaid expenses | 6,863 | 9,618 |
Other current assets | 5,046 | 5,096 |
Current assets of discontinued operations | 10,463 | 33,296 |
Total current assets | 46,160 | 114,038 |
Property and equipment, net | 11,128 | 7,845 |
Intangible assets, net | 39,980 | 43,622 |
Goodwill | 37,254 | 37,775 |
Operating lease right of use assets | 10,814 | 10,533 |
Long-term investments | 0 | 7,500 |
Other non-current assets | 2,866 | 2,276 |
Non-current assets of discontinued operations | 3,082 | 19,212 |
Total assets | 151,284 | 242,801 |
Current liabilities | ||
Accounts payable | 56,271 | 25,448 |
Accrued salaries | 4,119 | 6,851 |
Accrued expenses | 2,436 | 2,674 |
Deferred revenue | 2,900 | 2,105 |
Current portion of operating lease liabilities | 2,828 | 2,031 |
Convertible note due to third party | 6,149 | 3,928 |
Current contingent consideration | 78 | 867 |
Other current liabilities | 14,900 | |
Current liabilities of discontinued operations | 7,499 | 13,909 |
Total current liabilities | 109,339 | 76,863 |
Promissory note due to third parties | 1,673 | 1,957 |
Operating lease liabilities - long term | 11,244 | 8,566 |
Deferred tax liabilities | 2,841 | 2,511 |
Other long-term liabilities | 1,116 | 1,131 |
Non-current liabilities of discontinued operations | 1,938 | 5,210 |
Total liabilities | 128,151 | 96,238 |
Commitments and contingencies (Note 14) | ||
Equity | ||
Common stock | 1,499 | 597 |
Additional paid-in capital | 1,071,219 | 1,004,082 |
Accumulated deficit | (1,049,603) | (866,450) |
Accumulated other comprehensive loss | (6,684) | (6,104) |
Total Ideanomics, Inc. stockholders' equity | 16,431 | 132,125 |
Non-controlling interest | (1,248) | 4,326 |
Total equity | 15,183 | 136,451 |
Total liabilities, convertible redeemable preferred stock, and equity | 151,284 | 242,801 |
Related Party | ||
Current liabilities | ||
Promissory note due - short term | 2,286 | 2,021 |
Other current liabilities | 1,942 | 1,927 |
Nonrelated Party | ||
Current liabilities | ||
Promissory note due - short term | 7,957 | 5,814 |
Other current liabilities | 14,874 | 9,288 |
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 | 1,863 | 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 | Sep. 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) | 11,992,765 | 4,786,290 |
Common stock, shares outstanding (in shares) | 11,923,955 | 4,786,290 |
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) | 2,105,200 | 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) | 608,680 | 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total revenue | $ 665 | $ 8,221 | $ 11,643 | $ 18,943 |
Total cost of revenue | 2,118 | 8,878 | 13,931 | 18,861 |
Gross (loss) profit | (1,453) | (657) | (2,288) | 82 |
Operating expenses: | ||||
Selling, general and administrative expenses | 8,146 | 31,024 | 69,830 | 91,604 |
Research and development expense | 1,540 | 830 | 9,563 | 2,420 |
Asset impairments | 104,386 | 298 | 142,370 | 699 |
Goodwill impairments | 10,712 | 0 | 10,712 | 0 |
Depreciation and amortization | 5,635 | 1,652 | 15,399 | 4,011 |
Change in fair value of contingent consideration, net | (61,469) | 0 | (74,416) | (131) |
Other general expenses | (261) | 0 | 89 | 0 |
Total operating expenses | 68,689 | 33,804 | 173,547 | 98,603 |
Loss from operations | (70,142) | (34,461) | (175,835) | (98,521) |
Interest and other income (expense): | ||||
Interest income | 0 | 941 | 401 | 2,522 |
Interest expense | (1,366) | (222) | (2,636) | (1,256) |
Gain on remeasurement of investment | 0 | 0 | 0 | 10,965 |
Loss on disposal of investment | (1,153) | (30) | (1,153) | (218) |
Other income, net | 9,560 | 567 | 11,598 | 1,143 |
Loss before income taxes | (63,101) | (33,205) | (167,625) | (85,365) |
Income tax benefit | 876 | 312 | 4,258 | 742 |
Impairment of and equity in loss of equity method investees | 0 | (429) | 0 | (2,357) |
Net loss from continuing operations | (62,225) | (33,322) | (163,367) | (86,980) |
Loss from discontinued operations, net of tax | (2,368) | (5,531) | (24,206) | (20,237) |
Net loss | (64,593) | (38,853) | (187,573) | (107,217) |
Net loss attributable to non-controlling interest | 1,586 | 1,439 | 4,753 | 3,525 |
Net loss attributable to Ideanomics, Inc. common shareholders | $ (63,007) | $ (37,414) | $ (182,820) | $ (103,692) |
Basic, loss per share from continuing operations (in dollars per share) | $ (5.19) | $ (8.07) | $ (17.07) | $ (21.02) |
Diluted, loss per share from continuing operations (in dollars per share) | (5.19) | (8.07) | (17.07) | (21.02) |
Basic, loss per share from discontinued operations (in dollars per share) | (0.20) | (1.40) | (2.61) | (5.10) |
Diluted, loss per share from discontinued operations (in dollars per share) | (0.20) | (1.40) | (2.61) | (5.10) |
Basic loss per share (in dollars per share) | (5.39) | (9.47) | (19.68) | (26.11) |
Diluted loss per share (in dollars per share) | $ (5.39) | $ (9.47) | $ (19.68) | $ (26.11) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 11,692,394 | 3,952,490 | 9,291,974 | 3,971,139 |
Diluted (in shares) | 11,692,394 | 3,952,490 | 9,291,974 | 3,971,139 |
Sale of products | ||||
Total revenue | $ 583 | $ 7,625 | $ 11,038 | $ 17,428 |
Total cost of revenue | 1,047 | 8,712 | 11,841 | 17,834 |
Sale of services | ||||
Total revenue | 19 | 426 | 99 | 1,205 |
Total cost of revenue | 255 | 110 | 451 | 829 |
Other revenue | ||||
Total revenue | 63 | 170 | 506 | 310 |
Total cost of revenue | $ 816 | $ 56 | $ 1,639 | $ 198 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (64,593) | $ (38,853) | $ (187,573) | $ (107,217) |
Other comprehensive income, net of nil tax: | ||||
Foreign currency translation adjustments | (1,963) | (8,127) | (1,138) | (15,930) |
Comprehensive loss | (66,556) | (46,980) | (188,711) | (123,147) |
Comprehensive loss attributable to non-controlling interest | 2,050 | 3,075 | 5,311 | 6,756 |
Comprehensive loss attributable to Ideanomics, Inc. common shareholders | $ (64,506) | $ (43,905) | $ (183,400) | $ (116,391) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Other comprehensive income, net of tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
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 | Treasury Stock | Retained Earnings/ Accumulated (Deficit) | Retained Earnings/ 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 | $ 0 | $ (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 subsidiaries | 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 | 0 | (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 | 0 | (605,758) | 222 | 2,341 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Foreign currency translation adjustments | (15,930) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 4,137,074 | ||||||||||
Ending balance at Sep. 30, 2022 | 282,636 | 262,775 | $ 517 | 980,232 | 4,639 | (709,451) | (13,162) | 19,861 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 3,978,180 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 365,368 | 363,027 | $ 497 | 968,066 | 0 | (605,758) | 222 | 2,341 | |||
Ending balance (in shares) at Dec. 31, 2022 | 4,786,290 | 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 | 0 | (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 | 0 | (672,037) | (5,691) | 22,956 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Share-based compensation | 2,234 | 2,234 | 2,234 | ||||||||
Common stock issuance for acquisition (in shares) | 53,021 | ||||||||||
Common stock reservation for acquisition | (1) | (1) | $ (7) | (4,633) | 4,639 | ||||||
Common stock issuance for professional fee (in shares) | 8,472 | ||||||||||
Common stock issuance for professional fee | 690 | 690 | $ 1 | 689 | |||||||
Common stock issuance for preferred stock Series B conversion (in shares) | 187,642 | ||||||||||
Common stock issuance for preferred stock Series B conversion | 7,523 | 7,523 | $ 23 | 7,500 | |||||||
Investments from noncontrolling shareholders | 264 | 264 | |||||||||
Option repurchase | (11) | (11) | (11) | ||||||||
Equity Adjustment from Foreign Currency Translation | (1,264) | (1,264) | (1,264) | ||||||||
Share issuance pertinent to SEPA (in shares) | 12,000 | ||||||||||
Share issuance pertain to SEPA | 754 | 754 | $ 2 | 752 | |||||||
Net loss | (38,853) | (37,414) | (37,414) | (1,439) | |||||||
Foreign currency translation adjustments | (8,127) | (6,207) | (6,207) | (1,920) | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 4,137,074 | ||||||||||
Ending balance at Sep. 30, 2022 | $ 282,636 | 262,775 | $ 517 | 980,232 | $ 4,639 | (709,451) | (13,162) | 19,861 | |||
Beginning balance (in shares) at Dec. 31, 2022 | 4,786,290 | 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 pertain 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 | 4,786,290 | 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 | $ (1,138) | ||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 11,923,955 | 11,992,765 | |||||||||
Ending balance at Sep. 30, 2023 | $ 15,183 | 16,431 | $ 1,499 | 1,071,219 | (1,049,603) | (6,684) | (1,248) | ||||
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 pertain 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 | 11,264,709 | ||||||||||
Ending balance at Jun. 30, 2023 | 79,126 | 78,324 | $ 1,408 | 1,068,697 | (986,596) | (5,185) | 802 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Share-based compensation | 720 | 720 | 720 | ||||||||
Dividend accrued for Preferred Stock Series B | (84) | (84) | (84) | ||||||||
Common stock reservation for acquisition | (1,470) | (1,470) | (1,470) | ||||||||
Common stock issuance for preferred stock Series B conversion (in shares) | 728,056 | ||||||||||
Common stock issuance for preferred stock Series B conversion | 3,447 | 3,447 | $ 91 | 3,356 | |||||||
Net loss | (64,593) | (63,007) | (63,007) | (1,586) | |||||||
Foreign currency translation adjustments | $ (1,963) | (1,499) | (1,499) | (464) | |||||||
Ending balance (in shares) at Sep. 30, 2023 | 11,923,955 | 11,992,765 | |||||||||
Ending balance at Sep. 30, 2023 | $ 15,183 | $ 16,431 | $ 1,499 | $ 1,071,219 | $ (1,049,603) | $ (6,684) | $ (1,248) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (187,573) | $ (107,217) |
Net loss from discontinued operations | (24,206) | (20,237) |
Net loss from continuing operations | (163,367) | (86,980) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Share-based compensation expense | 6,505 | 7,453 |
Depreciation and amortization | 16,160 | 4,011 |
Obsolescence of inventory | 0 | 49 |
Noncash lease expense | 1,627 | 1,412 |
Non-cash interest expense (income) | 1,458 | (2,265) |
Allowance for doubtful accounts | (76) | 559 |
Income tax benefit | (4,258) | (742) |
Issuance of common stock for professional fees | 4,416 | 1,766 |
Other (income) expense | 150 | (453) |
Change in fair value of contingent consideration | (74,416) | (131) |
Impairment losses | 153,084 | 700 |
Foreign currency exchange losses | 52 | 2,096 |
Impairment of and equity in losses of equity method investees | 0 | 2,357 |
Loss (gain) on disposal of subsidiary | (2,869) | 180 |
Gain on remeasurement of investment | 0 | (10,965) |
Change in assets and liabilities (net of amounts acquired): | ||
Accounts receivable | 1,002 | (1,996) |
Inventory | 6,461 | (10,602) |
Prepaid expenses and other assets | 2,506 | (4,335) |
Accounts payable | 17,100 | 11,962 |
Deferred revenue | 692 | (653) |
Amount due to related parties | 14 | (130) |
Accrued expenses, salary and other current liabilities | (353) | (7,074) |
Net cash used in operating activities from continuing operations | (34,112) | (93,781) |
Net cash used in operating activities from discontinued operations | (10,652) | (15,506) |
Net cash used in operating activities | (44,764) | (109,287) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | 0 | (6,995) |
Acquisition of intangible asset | 0 | (563) |
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 | 2,078 | 4,032 |
Investment in debt securities | (2,900) | (27,646) |
Investments in long-term investment | 0 | (274) |
Proceed from selling long-term investment | 0 | 659 |
Notes receivable from related party | 0 | (1,000) |
Investment in available for sales securities | 0 | (165) |
Net cash provided by (used in) investing activities from continuing operations | 9 | (87,258) |
Net cash used in investing activities from discontinued operations | (2,856) | (3,590) |
Net cash used in investing activities | (2,847) | (90,848) |
Cash flows from financing activities | ||
Proceeds from issuance of shares, stock options and warrants | 4,026 | (11) |
Proceeds from issuance of convertible notes | 7,650 | 0 |
Proceeds from issuance of preferred stock | 9,850 | 0 |
Borrowings from related parties | 2,070 | 0 |
Borrowings from third parties | 8,700 | 297 |
Proceeds from revolving line of credit | 5,973 | 0 |
Repayments to third parties | (1,439) | (2,019) |
Principal payments on revolving line of credit | (7,031) | 0 |
Repayment of convertible notes | 0 | (40,833) |
Proceeds from noncontrolling interest shareholder | 0 | 49 |
Tax withholding paid for net share settlement of equity awards | 0 | (84) |
Payment of finance lease obligations | (27) | (160) |
Repayments to related parties | (2,070) | 0 |
Net cash provided by (used in) financing activities from continuing operations | 27,702 | (42,761) |
Net cash provided by financing activities from discontinued operations | 4,217 | (27) |
Net cash provided by (used in) financing activities | 31,919 | (42,788) |
Effect of exchange rate changes on cash | (42) | (1,755) |
Net decrease in cash and cash equivalents | (15,734) | (244,678) |
Cash, beginning of period - continuing operations | 3,245 | 233,184 |
Cash, beginning of period - discontinued operations | 18,684 | 36,679 |
Total cash, beginning of period | 21,929 | 269,863 |
Cash, end of period - continuing operations | 1,884 | 5,062 |
Cash, end of period - discontinued operations | 4,311 | 20,123 |
Total cash, end of period | 6,195 | 25,185 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income tax | 0 | 0 |
Cash paid for interest | 485 | 1,383 |
Issuance of shares for acquisition | 26,308 | 0 |
Issuance of shares for repayment of convertible note and accrued interest | 16,054 | 7,523 |
Purchases of property and equipment with unpaid costs accrued in accounts payable | 868 | 0 |
Purchases of intangibles with unpaid costs accrued in accounts payable | 40 | 0 |
Issuance of shares for preferred stock conversion | 15,837 | 0 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 693 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 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 September 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 nine months ended September 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 nine months ended September 30, 2023, our business components Timios, US Hybrid, Tree Technologies 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, 2023, 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. On November 7, 2023, the Company received the deposit of $0.5 million from a potential buyer of US Hybrid. As of September 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 Nine months ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Total revenue $ 1,820 $ 16,057 $ 15,043 $ 64,928 Cost of revenue 2,010 16,059 13,200 64,160 Gross profit (190) (2) 1,843 768 Selling and administrative expenses 3,831 6,686 15,918 21,951 Depreciation and amortization 35 619 433 1,827 Asset impairments 1,133 80 10,575 331 Other operating costs 20 21 40 167 Operating loss (5,209) (7,408) (25,123) (23,508) Non-operating income (expense) 2,841 1,789 796 3,088 Income tax benefit — 88 121 183 Loss from discontinued operations, net of tax $ (2,368) $ (5,531) $ (24,206) $ (20,237) The following table summarizes the assets and liabilities of the Discontinued Operations included in the consolidated balance sheets for the periods indicated: September 30, 2023 December 31, 2022 Cash and cash equivalents $ 4,311 $ 18,683 Accounts Receivables, net 897 1,587 Inventory, net 4,160 5,054 Prepaid expenses and other current assets 1,095 7,972 Current assets of discontinued operations $ 10,463 $ 33,296 Property and equipment, net 236 1,227 Intangible assets, net 7 9,147 Operating lease right of use assets 2,465 5,446 Other noncurrent assets 374 3,392 Noncurrent assets of discontinued operations $ 3,082 $ 19,212 Accounts payable and accrued expenses $ 3,066 $ 8,741 Current portion of operating lease liabilities 962 2,051 Other current liabilities 3,471 3,117 Current liabilities of discontinued operations $ 7,499 $ 13,909 Operating lease liabilities – long term 1,532 3,707 Deferred tax liabilities — 489 Other noncurrent liabilities 406 1,014 Noncurrent liabilities of discontinued operations $ 1,938 $ 5,210 Assets Held for Sale During the nine months ended September 30, 2023, our business components Energica, Solectrac and Wave (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 Nine months ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Total revenue $ 637 $ 8,172 $ 11,477 $ 18,887 Cost of revenue 2,110 8,870 13,893 18,842 Gross profit (1,473) (698) (2,416) 45 Selling and administrative expenses 5,372 9,766 21,488 25,836 Depreciation and amortization 1,380 1,428 4,045 3,389 Asset impairments — (321) 148 12 Other operating costs 531 830 2,089 2,250 Operating loss $ (8,756) $ (12,401) $ (30,186) $ (31,442) The following table summarizes the assets and liabilities of the held for sale businesses included in the consolidated balance sheets for the periods indicated: September 30, 2023 December 31, 2022 Cash and cash equivalents $ 1,498 $ 2,142 Accounts Receivables, net 3,052 4,239 Inventory, net 16,776 23,192 Prepaid expenses and other current assets 8,696 13,973 Current assets of businesses held for sale $ 30,022 $ 43,546 Property and equipment, net $ 8,216 $ 7,063 Intangible assets, net 39,918 43,597 Goodwill 37,254 37,775 Operating lease right of use assets 6,304 7,017 Other noncurrent assets 2,392 2,115 Noncurrent assets of businesses held for sale $ 94,084 $ 97,567 Accounts payable and accrued expenses $ 17,746 $ 18,941 Current portion of operating lease liabilities 1,026 1,213 Other current liabilities 22,486 17,184 Current liabilities of businesses held for sale $ 41,258 $ 37,338 Operating lease liabilities – long term $ 5,546 $ 5,904 Deferred tax liabilities 2,528 2,648 Other noncurrent liabilities 2,790 3,088 Noncurrent liabilities of businesses held for sale $ 10,864 $ 11,640 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 September 30, 2023 as if the sale of Energica, Wave Technologies, and Solectrac 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. September 30, 2023 December 31, 2022 Cash and cash equivalents $ 386 $ 1,103 Accounts Receivables, net 14 30 Inventory, net 5 — Prepaid expenses and other current assets 5,267 36,062 Current assets of discontinued operation and businesses held for sale 40,485 76,843 Total current assets 46,157 114,038 Property and equipment, net 2,911 782 Intangible assets, net 62 25 Operating lease right of use assets 4,510 3,516 Other noncurrent assets 477 7,798 Noncurrent assets of discontinued operation and businesses held for sale 97,167 116,780 Total assets $ 151,284 $ 242,939 Accounts payable and accrued expenses $ 45,080 $ 16,037 Current portion of operating lease liabilities 1,802 818 Other current liabilities 13,701 8,764 Current liabilities of discontinued operation and businesses held for sale 48,757 51,247 Total current liabilities 109,340 76,866 Operating lease liabilities – long term 5,699 2,662 Deferred tax liabilities 310 — Noncurrent liabilities of discontinued operation and businesses held for sale 12,802 16,848 Total liabilities 128,151 96,376 Series A 1,262 1,262 Series B 1,863 8,850 Series C 4,825 — Equity: Common stock 1,499 597 Additional paid-in capital 1,071,219 1,004,082 Accumulated deficit (1,049,603) (866,450) Accumulated other comprehensive loss (6,684) (6,104) Total Ideanomics, Inc. shareholder’s equity 16,431 132,125 Non-controlling interest (1,248) 4,326 Total equity 15,183 136,451 Total liabilities, convertible redeemable preferred stock and equity $ 151,284 $ 242,939 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): September 30, 2023 December 31, 2022 Raw materials $ 7,231 $ 5,674 Work in progress 10,584 10,695 Finished goods 6,167 9,291 Inventory Reserve (7,201) (2,468) Total $ 16,781 $ 23,192 As of September 30, 2023 and December 31, 2022, the carrying amount of inventories serving as collateral for short-term borrowing agreements is $3.4 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 estimates the sales return based on historical return rates, current inventory levels, and current economic conditions. The estimated returns are recorded in “Contract assets” for the inventory value of estimated returns. The estimated refund liability is recorded in “Other current liabilities”. 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 September 30, 2023 and December 31, 2022 is $0.7 million and $0.6 million, respectively, and is included in “Other long-term liabilities” within the consolidated balance sheets. VIE Structures and Arrangements 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 September 30, 2023.Refer to Note 4. 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 September 30, 2023, the Company had cash and cash equivalents of approximately $6.2 million, with $1.9 million reported in continuing operations and $4.3 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 growth and feels its asset and talent base enables it 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, June 30, 2023, and September 30, 2023 were not filed timely, we will not be Form S-3 eligible until November of 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 each of the first three quarters of 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 $38.3 million, since the beginning of the first quarter 2023, including the sale of preferred shares, issuance of a convertible note, and borrowing from third parties. 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 | 9 Months Ended |
Sep. 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 earnings. 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 | 9 Months Ended |
Sep. 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 Nine Months Ended September 30, September 30, September 30, September 30, Geographic Markets North America $ (367) $ 3,971 $ 6,695 $ 10,164 Europe 1,032 4,250 4,948 8,779 Total $ 665 $ 8,221 $ 11,643 $ 18,943 Product or Service EV products $ (1,312) $ 3,170 $ 2,753 $ 8,066 EV services 17 — 29 — Electric motorcycle products and services 1,415 4,249 6,300 8,779 Electric motorcycle sponsorship services — — 36 — Charging, batteries and powertrain products 482 206 1,989 583 Charging, batteries and powertrain services — 426 30 1,205 Other revenue 63 170 506 310 Total $ 665 $ 8,221 $ 11,643 $ 18,943 In the three months ended September 30, 2023 and 2022, the Company recognized revenue of $0.1 million and $0.2 million recorded in deferred revenue as of the beginning of the periods, respectively. In the nine months ended September 30, 2023 and 2022, the Company recognized revenue of $0.2 million and $0.9 million recorded in deferred revenue as of the beginning of the periods, respectively. In the three months ended September 30, 2023 and 2022, the Company recorded grant revenue of $0.1 million and $0.2 million, respectively. In the nine months ended September 30, 2023 and 2022, the Company recorded grant revenue of $0.5 million and $0.3 million, respectively, in "Other revenue" in the consolidated statements of operations. The negative revenue in North America's EV products is a result of a change in accounting estimate related to dealer sales recognized in the Solectrac business unit. Because there was no history of customer return rates when the dealer program began in 2022, Solectrac did not establish a reserve for customer returns at the end of the fiscal year. Upon establishing history of returns in 2023, and accounting for these transactions at the time of occurrence, it became apparent that a reserve should be established to allow for future returns from dealers. This resulted in a change of accounting estimate to the revenue recognized to date. The entry debited sales $2.8 million and credited cost of goods sold $1.9 million, creating a liability and asset on the balance sheet. Each quarter the reserve amounts will be assessed and adjusted according to historical return rates, dealer inventory, and current market conditions. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 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 September 30, 2023, the company has issued 1.0 million common shares and 1.2 million convertible preferred shares. During the three months ended September 30, 2023, the Company determined it does not have the obligation to issue the remaining RSU shares and reversed liabilities of $2.3 million against goodwill. In the meantime, the Company identified there are $1.5 million worth of common shares that were previously reserved, but may be paid in cash; the Company recorded $1.5 million in "other current liabilities". The Company had the notes receivable $31.6 million due from VIA as of December 31, 2022 and increased to $32.6 million before the acquisition. The Company wrote off $27.4 million at the time of the acquisition to reflect the value attributable to the credits included in the closing statement. The remaining balance $5.2 million were included the VIA acquisition consideration, 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 Amortization expense related to intangible assets created as a result of the VIA acquisition for the nine months ended September 30, 2023 was $11.2 million. The Company wrote down the remaining intangible assets to zero in the three months ended September 30, 2023. 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. The Company wrote down the goodwill to zero in the three months ended September 30, 2023. Revenue of $0.1 million and net loss $136.0 million for the nine months ended September 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 Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (Amounts in thousands, except per share and share data) Total revenue $ 665 $ 8,242 $ 11,644 $ 19,004 Net loss attributable to Ideanomics, Inc. common shareholders (63,007) (57,411) (166,369) (134,115) 2022 Acq uisition The Company has completed the below acquisition in the nine months ended September 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 nine months ended September 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 September 30, 2023, is as follows (amounts in thousands): 2023 remaining $ 963 2024 3,854 2025 3,854 2026 3,854 2027 3,854 Thereafter 22,982 Total $ 39,361 Amortization expense related to intangible assets created as a result of the Energica acquisition for the nine months ending September 30, 2023 and 2022, respectively was $3.2 million and $3.0 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 be tested for impairment at least annually and more frequently if certain indicators of impairment are present. Revenue of $6.3 million and $8.8 million and net loss of $11.7 million and $8.8 million for the nine months ended September 30, 2023 and 2022, respectively, have been included in the consolidated financial statements. Dispositions Fiducia (wholly owned subsidiary of Timios) Stock Purchase Agreement On July 25, 2023, the Company closed the Fiducia Stock Purchase Agreement as executed on May 1, 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 convertible notes owed by the company to YA II PN were extinguished. the Company recognized $1.7 million gain in the three months ended September 30, 2023. Timios was classified as discontinued operations, please refer to Note 1 " Discontinued Operations" for further information. SSE Refer to Note 10 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 nine months ended September 30, 2023 related to VIA acquisition. There is no significant transaction costs incurred in the three months ended September 30, 2023 • The Company incurred transaction costs of $0.6 million during the nine months ended September 30, 2022, related to the Energica acquisition.There is no significant transaction costs incurred in the three months ended September 30, 2023 |
Restructuring
Restructuring | 9 Months Ended |
Sep. 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 September 30, 2023 and December 31, 2022, the Company recorded charges of $0.9 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 $0.9 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 $0.4 million related to Tree Technology wind-down as of September 30, 2023. The following table summarizes the charges in connection with its employee termination cost (in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Balance at the beginning of the period $ 1,056 $ — Increase/(decrease) 608 — Payment $ (349) $ — Balance at the end of the period $ 1,314 $ — |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 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): September 30, December 31, Furniture and office equipment $ 1,627 $ 1,756 Vehicle 731 1,028 Leasehold improvements 3,312 3,783 Shop equipment 4,457 3,129 Total property and equipment 10,127 9,696 Less: accumulated depreciation (3,165) (1,851) 6,962 7,845 Construction in progress 4,166 — Property and equipment, net $ 11,128 $ 7,845 The Company recorded depreciation expense of $0.5 million and $0.5 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 September 30, 2023 and 2022, respectively and $1.8 million and $1.1 million for the nine months ended September 30, 2023 and 2022, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 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 Impairment losses (a) (10,712) Goodwill acquired during the year (a) 13,020 Measurement period adjustments (2,308) Effect of change in foreign currency exchange rates (521) Balance as of September 30, 2023 $ 37,254 (a) Refer to Note 4 for discussion of VIA acquisition. Intangible Assets The following tables summarize information regarding amortizing and indefinite lived intangible assets (in thousands): September 30, 2023 Weighted Intangible before impairment Accumulated Accumulated impairment charge Net Definite lived intangible assets* Patents, trademarks and brands 21.1 $ 25,980 $ (1,628) $ (11,030) $ 13,322 Customer relationships 13.0 13,745 (1,674) — 12,071 Licenses 3.7 105 (28) — 77 Software 2.6 132 (68) — 64 Technology 6.5 122,178 (14,401) (93,356) 14,421 Total 162,140 (17,799) (104,386) 39,955 Indefinite lived intangible assets Website name 25 — — 25 Total $ 162,165 $ (17,799) $ (104,386) $ 39,980 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 (1,955) — 16,270 Total 50,018 (4,122) (2,299) 43,597 Indefinite lived intangible assets Website name 25 — — 25 Total $ 50,043 $ (4,122) $ (2,299) $ 43,622 *excludes intangible assets fully amortized or written off in prior period Management has concluded that VIA will not achieve its previous production and sales goals as the business's engineering and operations functions have been temporarily paused due to a lack of capital to invest in the next phases of development and manufacturing. As a result, the Company recorded an impairment charge of $104.4 million of intangible assets for both the three and nine months ended September 30, 2023. Amortization expense relating to intangible assets was $5.3 million and $1.2 million for the three month ended September 30, 2023 and 2022, respectively and $14.4 million and $2.9 million for the nine months ended September 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 nine months ended September 30, 2023) $ 1,013 2024 4,053 2025 4,044 2026 3,913 2027 3,876 2028 and thereafter 23,056 Total $ 39,955 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the outstanding promissory notes as of September 30, 2023 and December 31, 2022 (dollars in thousands): September 30, December 31, Interest Rate Principal Amount Carrying Amount Principal Amount Carrying Amount YA II PN Convertible Debenture 8.0% $ 250 $ 261 $ 4,442 $ 3,928 YA II PN Convertible Debenture first amendment 8.0% 1,400 1,457 — — YA II PN Convertible Debenture second amendment 8.0% 750 777 — — YA II PN Convertible Debenture third amendment 8.0% 1,730 1,721 — — YA II PN Convertible Debenture forth amendment 8.0% 2,050 1,932 — — Tillou promissory note 22.0% 2,000 2,236 2,000 2,021 Therese promissory note 22.0% 775 1,038 — — Commercial Insurance Premium Finance 6% 530 530 992 992 SBA PPP due April 10, 2025 1.0% 149 149 219 219 Other lending agreements 0.1%-18% 7,914 7,964 6,561 6,561 Total $ 17,548 18,065 $ 14,214 13,721 Less: Current portion (16,392) (11,764) Long-term Note, less current portion $ 1,673 $ 1,957 The weighted average interest rate for these borrowings is 9.5% and 8.1% as of September 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 nine months ended September 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. The Company and Timios have granted YA II PN an option (the “Call Right”), exercisable after May 30, 2023, to purchase (a) from the Company an amount of shares of common stock of Timios representing one hundred percent (100%) of the then issued and outstanding common stock of Timios on a Fully-Diluted Basis (as defined therein) at the time the Call Right is effected, or (b) from Timios one hundred percent (100%) of the then issued and outstanding common stock of Fiducia on a Fully-Diluted Basis at the time the Call Right is effected. 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. On July 14, 2023, the Company entered into the fourth amendment to the SDPA. YA II PN purchased an additional debenture with substantially the same terms in the principal amount of $1.85 million or a purchase price of $1.55 million, payable on November 1, 2023. The amendment also added a Triggering Event repayment provision whereby if at any time the daily dollar volume-weighted average price (the “VWAP”) of the Company’s Common Stock is less than $1.25 per share for five seven ten thereon, and (iii) accrued and unpaid interest.. It also added a provision giving the holder the right to convert the debenture into shares of Common Stock upon an event of default at a conversion price per share equal to the lower of (i) $8.75 (subject to adjustment in certain circumstances as described in the Fifth Debenture) or (ii) 90% of the lowest daily VWAP of the Common Stock during the ten On September 7, 2023, YA II PN purchased an additional debenture in the principal amount of $0.5 million for a purchase price of $0.45 million, due on October 6, 2023. The Company will pay no interest on the outstanding principal amount of this debenture, provided that the interest rate shall be 18% upon an event of default. Upon an event of default, the holder of the debenture is entitled to convert any portion of the outstanding principle and accrued interest into shares of the Company’s Common Stock, at a conversion price per share equal to the lower of (i) $2.46 (subject to adjustment in certain circumstances as described in the debenture) or (ii) 90% of the lowest daily VWAP of the Common Stock during the ten The Company recognized interest expense related to the YA II PN convertible debenture of $0.6 million and $1.5 million, including of debt discount amortization for the three and nine months ended September 30, 2023, respectively. During the nine months ended September 30, 2023, the Company repaid $4.2 million of principal and interest using the proceeds from SEPA, repaid $2.7 million as the consideration of Timios sale and the legal expense reimbursement. The contracted due date of repaying the above debentures were by a subsequent event, noted below, extended to January 31, 2024. (b) Tillou promissory note due on demand after 4/20/2023 Refer to Note 10 for further discussion of this related party transaction. (c) Therese promissory note due on 6/6/2023 Refer to Note 10 for further discussion of this related party transaction. ( d) Commercial Insurance Premium Finance The Company entered one promissory note of $0.5 million during the nine months ended September 30, 2023 to finance the insurance premium . The interest rate is 7.99%, and is payable in 6 installment of $56,504 commencing on October 1, 2023 with down payment of $0.2 million due at the contract signing. the Company has not made any payment as of September 30, 2023. (e) Other lending agreement NFS leasing provides the financing to the trucks purchased by the Company. The total loan amount is $2.9 million. The repayment is over 36 months and will start from the first day of the month following the delivery of the trucks. NFS has provided the financing of $1.5 million as of the September 30, 2023, which was recorded in “Promissory note due to third parties” in the consolidated balance sheets as of September 30, 2023 |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Convertible Preferred Stock | Convertible Preferred StockSignificant convertible preferred stock transactions during the nine months ended September 30, 2023 are as follows: Convertible Preferred Stock Series C During the nine months ended September 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 September 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 The third closing with Acuitas was held on February 2, 2023, at which time 10.0 million shares of Preferred Stock Series B and 10.0 million warrants were purchased and at the price of $10.0 million. The fair value of the warrants is $2.3 million based on binomial lattice model and recorded on the "Additional paid-in capital" on the consolidated balance sheets as of December 31 2022. Between March 6, 2023 and May 2, 2023, Ideanomics received a total of 10 cashless exercise notices for a total of 96.7 million warrants requesting an aggregate number of 3.2 million common shares be issued pursuant to the cashless exercise notices. This is inconsistent with the 20 million warrants specified in the agreement. The company has considered whether to pursue litigation on this matter and decided not to purse litigation but to try and complete the agreement and close the relationship with Acuitas considering the court issued a preliminary injunction order on March 31, 2023 requiring Ideanomics to comply with the cashless exercise notices received from Acuitas in March, As a result, the Company recorded $18.6 million warrant liabilities. During the nine months ended September 30, 2023, the Company issued 3.2 million shares for warrant cashless exercise, the remaining warrant liabilities $1.0 million was reversed to APIC because unexercised warrants were relinquished. On August 7 2023, the Company and Acuitas entered into a settlement agreement and settled the disputes between two parties. On the same day, YA II PN agreed to acquire the remaining 6 million shares of preferred Stock Series B and accrued dividends from Acuitas. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions (a) Transactions with Dr. Wu and his affiliates Dr. Wu As of September 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 September 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 September 30, 2023 and December 31, 2022, the Company recorded $0.4 million in “Current liabilities of discontinued operations” in the consolidated balance sheets. (b) Amounts due from and due to Glory As of September 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 “Current liabilities of discontinued operations” in the unaudited condensed consolidated balance sheets. (c) Receivable due from Tree Technology minority shareholders In the nine months ended September 30, 2023, the Company entered $10.5 million senior convertible note with Tree Technology and fully converted this note into Tree Technology equity, then the Company used $0.3 million to settle the previous receivable due from Tree Technology minority shareholders., which was recorded in “Current liabilities of discontinued operations” in the consolidated balance sheet as of December 31, 2022. (d) 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 $0.4 million of material and services from three entities owned by one of its senior management team during the nine months ended September 30, 2023 and September 30, 2022, respectively, The outstanding payable as of September 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): September 30, 2023 Operating lease right of use assets $ 286 Current portion of operating lease liabilities 46 Operating lease liabilities - long term 240 Selling, general and administrative expenses 42 (e) 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 “promissory note due to related party-short term” in the consolidated balance sheets as of September 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 September 30, 2023. (g) Promissory notes with the CEO of one subsidiary On August 31, 2023, one of the Company's subsidiaries entered into a promissory note with its CEO in the amount of $50,000. the note bears interest at a rate of 7% per annum, compounded monthly. there is no maturity date on this note The Company recorded the note in “promissory note due to related party-short term” in the consolidated balance sheets as of September 30, 2023. (h) 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 (i) Promissory note with FNL On June 7, 2022, the Company entered into a secured negotiable promissory note of $1.0 million with FNL. The note bore an interest rate of 6% and matured on March 7, 2023, or with a change of control of FNL, or in the event of default. The Company transferred the note to a third party at the price of $0.4 million and recorded $0.6 million impairment of this note during the three months ended September 30, 2022. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation As of September 30, 2023, the Company had 0.2 million options and 0.0 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 September 30, 2023, options available for issuance are 0.4 million shares. For the three months ended September 30, 2023 and 2022, total share-based payments expense was $0.7 million and $2.2 million , respectively. For the nine months ended September 30, 2023 and 2022, total share-based payments expense was $6.5 million and $7.4 million , respectively. (a) Stock Options The following table summarizes stock option activity for the nine months ended September 30, 2023: Options Weighted Weighted Aggregate Outstanding at January 1, 2023 268,323 $ 146.35 7.8 $ — Granted 2,800 4.75 Expired (37,896) 161.59 Forfeited (21,463) 105.76 Outstanding at September 30, 2023 211,764 145.66 7.1 — Vested as of September 30, 2023 183,442 154.14 6.86 — Expected to vest as of September 30, 2023 28,322 90.70 8.68 — As of September 30, 2023, $0.9 million o f total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 1.17 years. The total intrinsic value of shares exercised in the nine months ended September 30, 2023 and 2022 was $0.0 million and $0.0 million . The total fair value of shares vested in the nine months ended September 30, 2023 and 2022 was $4.1 million and $6.7 million, respectively. Cash received from options exercised in the nine months ended September 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 nine months ended September 30, 2023 and 2022 as follows: Nine Months Ended September 30, 2023 September 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. September 30, 2023 December 31, 2022 Warrants Outstanding Number of Number of Exercise Expiration Acuitas — 40,000 $ 36.25 Acuitas — 40,000 $ 36.25 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 nine months ended September 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 September 30, 2023, there was $0.8 million of unrecognized compensation cost related to unvested restricted shares. |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 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 three and nine months ended September 30, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Net loss from continuing operations $ (60,639) $ (31,883) $ (158,614) $ (83,455) Net loss from discontinued operations (2,368) (5,531) (24,206) (20,237) Net loss attributable to Ideanomics, Inc. common stockholders $ (63,007) $ (37,414) $ (182,820) $ (103,692) Basic and diluted weighted average common shares outstanding 11,692,394 3,952,490 9,291,974 3,971,139 Net loss per share: Basic and diluted Continuing operations $ (5.19) $ (8.07) $ (17.07) $ (21.02) Discontinued operations $ (0.20) $ (1.40) $ (2.61) $ (5.10) Basic and diluted loss per share of Common Stock $ (5.39) $ (9.47) $ (19.68) $ (26.11) 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): September 30, December 31, Warrants — 80 Options and RSUs 237 336 Series A Preferred Stock 7 7 Series B Preferred Stock 866 500 Series C Preferred Stock 186 — Contingent shares — 12 Convertible promissory note and interest 3,099 243 Total 4,395 1,178 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 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 nine months ended September 30, 2023 there was an income tax benefit of approximately $4.3 million from continuing operations. This consisted principally of the approximately $2.4 million one-time benefit as discussed in the preceding paragraph plus approximately $1.9 million resulting from other sources. During the three months endedSeptember 30, 2023 there was an income tax benefit of approximately $0.9 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. During the three months ended September 30, 2022, there was an income tax benefit of $0.3 million from continuing operations. During the nine months ended September 30, 2022, there was an income tax benefit of $0.7 million from continuing operations. The income tax benefits for the three and nine months ended September 30, 2022 consisted principally of foreign income tax benefits. These foreign income benefits consisted primarily of the reversal of some of Energica deferred tax liability as a result of Energica's losses. At September 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 September 30, 2023 and December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 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 (“SEC”). The Company is cooperating with the SEC investigation and has responded to requests for documents, testimony and information. The SEC staff has notified the Company that the staff has made a preliminary determination to recommend that the SEC initiate an enforcement action against the Company regarding certain disclosures, transactions and accounting determinations from 2017 into 2019 that relate to the Company’s former business focus and do not relate to the Company’s EV business. Certain individuals, including certain current and former members of Ideanomics' management team, received similar notifications. Although the Company believes that it has defenses, the Company is engaged in discussions with the SEC about a resolution through settlement of the matters at hand. Until a final settlement is agreed with the SEC, the Company is unable to predict the outcome of this matter at this time. As part of any potential resolution the Company 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), 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 the three months ended September 30, 2023, the Company made the payment of $0.2 million, and the balance of $0.4 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 subsequently filed with the court a stipulation of discontinuance with prejudice of the action. This settled the matter with no admission of liability 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’ counsel filed motions to dismiss the First and Second causes of action and the Court denied the motions on October 23, 2023. Although the Company believes it has defenses, the case remains pending. The Company recorded $0.5 million in "accrued expense" in the the unaudited condensed consolidated balance sheets. Osirius Group v. Ideanomics On April 22, 2023, Osirius Group, LLC (“Osirius”) filed suit against Ideanomics in the U.S. District for the Eastern District Court of Michigan, alleging breach of contract between the parties. On August 22, 2023, a default judgment was entered by the Court in the amount of approximate $2.8 million dollars. The Company has since made payments in aggregate of $1.3 million, and the balance of $1.5 million remaining to be paid. Additional Matters |
Contingent Consideration
Contingent Consideration | 9 Months Ended |
Sep. 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): September 30, 2023 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ — $ — Tree Technology - Contingent consideration 2 — — 78 78 Solectrac - Contingent consideration 3 — — — — VIA - Contingent consideration 4 $ — $ — $ — $ — Total $ — $ — $ 78 $ 78 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 expired at that time, and therefore the Company did not remeasure this liability after that. During the three months ended September 30, 2023, The Company did not believe it has any remaining obligation related to this and reversed the remaining liabilities. 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. The contractual period which required periodic remeasurement expired at that time, and therefore the Company did not remeasure this liability after that. 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 as of December 31, 2022. The fair value was reduced to zero as of September 30, 2023 due to the change of projection. 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.The fair value was reduced to zero as of September 30, 2023 due to the change of projection. 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: 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 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 : December 31, 2022 Weighted-average cost of capital 15.0% Probability 5%-20% The fair value of the Tree Technologies contingent consideration as of September 30, 2023 represents the actual liabilities calculated in accordance with the acquisition agreement. Solectrac Contingent Consideration The fair value of the Solectrac contingent consideration as of December 31, 2022 was valued using a Monte-Carlo simulation model. The significant unobservable inputs include volatility, discount rate and the risk free rate, Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2022 Risk-free interest rate 3.4% Expected volatility 25.0% Expected discount rate 13.1% VIA Contingent Consideration The fair value of the VIA contingent consideration at the acquisition date, January 31 2023, was 73.6 million and 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 nine months ended September 30, 2023, the Company recorded the remeasurement gain 73.6 million due to the change of projections based on current EV market conditions. The following table summarizes the significant inputs and assumptions used in the model: January 31, 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 (74,417) September 30, 2023 $ 78 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Seventh Debenture under the Fourth Amendment to Secured Convertible Debenture Purchase Agreement On October 27, 2023, under the same Fourth Amendment referenced, the Company agreed to a sale of a Secured Convertible Debenture (the “Seventh Debenture”) for a purchase price of $1.3 million. The funding, directly paid to vendors for regulatory purposes, occurs in two tranches with estimated spend of $0.9 million and $0.4 million. The first tranche was honored on October 27, 2023, and the second tranche has yet to be executed . 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 $1.5 million on January 31, 2024, (a) subject to earlier redemption at the Company’s option (upon payment of a redemption premium of 15% 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 Seventh Debenture at an interest rate of eight percent (8%), provided that such interest rate shall be increased to 18% upon an event of default. Earnest Payment for the Sale of US Hybrid On November 7, 2023, the Company received a $0.5 million earnest payment to enter in exclusive discussions for the sale of US Hybrid. As of the date of this filing, no definitive agreements have been entered into, and there can be no assurance that definitive agreements will be executed or that the sale will be completed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2023, our business components Timios, US Hybrid, Tree Technologies 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 nine months ended September 30, 2023, our business components Energica, Solectrac and Wave (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. The Company estimates the sales return based on historical return rates, current inventory levels, and current economic conditions. The estimated returns are recorded in “Contract assets” for the inventory value of estimated returns. The estimated refund liability is recorded in “Other current liabilities”. |
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 ArrangementsVIA 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 September 30, 2023. |
Recently Adopted 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 earnings. 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) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of discontinued operations | The following table summarizes the operating results of the discontinued operations for the periods indicated: Three months ended Nine months ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Total revenue $ 1,820 $ 16,057 $ 15,043 $ 64,928 Cost of revenue 2,010 16,059 13,200 64,160 Gross profit (190) (2) 1,843 768 Selling and administrative expenses 3,831 6,686 15,918 21,951 Depreciation and amortization 35 619 433 1,827 Asset impairments 1,133 80 10,575 331 Other operating costs 20 21 40 167 Operating loss (5,209) (7,408) (25,123) (23,508) Non-operating income (expense) 2,841 1,789 796 3,088 Income tax benefit — 88 121 183 Loss from discontinued operations, net of tax $ (2,368) $ (5,531) $ (24,206) $ (20,237) The following table summarizes the assets and liabilities of the Discontinued Operations included in the consolidated balance sheets for the periods indicated: September 30, 2023 December 31, 2022 Cash and cash equivalents $ 4,311 $ 18,683 Accounts Receivables, net 897 1,587 Inventory, net 4,160 5,054 Prepaid expenses and other current assets 1,095 7,972 Current assets of discontinued operations $ 10,463 $ 33,296 Property and equipment, net 236 1,227 Intangible assets, net 7 9,147 Operating lease right of use assets 2,465 5,446 Other noncurrent assets 374 3,392 Noncurrent assets of discontinued operations $ 3,082 $ 19,212 Accounts payable and accrued expenses $ 3,066 $ 8,741 Current portion of operating lease liabilities 962 2,051 Other current liabilities 3,471 3,117 Current liabilities of discontinued operations $ 7,499 $ 13,909 Operating lease liabilities – long term 1,532 3,707 Deferred tax liabilities — 489 Other noncurrent liabilities 406 1,014 Noncurrent liabilities of discontinued operations $ 1,938 $ 5,210 The following table summarizes the operating results of the held for sale businesses for the periods indicated: Three months ended Nine months ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Total revenue $ 637 $ 8,172 $ 11,477 $ 18,887 Cost of revenue 2,110 8,870 13,893 18,842 Gross profit (1,473) (698) (2,416) 45 Selling and administrative expenses 5,372 9,766 21,488 25,836 Depreciation and amortization 1,380 1,428 4,045 3,389 Asset impairments — (321) 148 12 Other operating costs 531 830 2,089 2,250 Operating loss $ (8,756) $ (12,401) $ (30,186) $ (31,442) The following table summarizes the assets and liabilities of the held for sale businesses included in the consolidated balance sheets for the periods indicated: September 30, 2023 December 31, 2022 Cash and cash equivalents $ 1,498 $ 2,142 Accounts Receivables, net 3,052 4,239 Inventory, net 16,776 23,192 Prepaid expenses and other current assets 8,696 13,973 Current assets of businesses held for sale $ 30,022 $ 43,546 Property and equipment, net $ 8,216 $ 7,063 Intangible assets, net 39,918 43,597 Goodwill 37,254 37,775 Operating lease right of use assets 6,304 7,017 Other noncurrent assets 2,392 2,115 Noncurrent assets of businesses held for sale $ 94,084 $ 97,567 Accounts payable and accrued expenses $ 17,746 $ 18,941 Current portion of operating lease liabilities 1,026 1,213 Other current liabilities 22,486 17,184 Current liabilities of businesses held for sale $ 41,258 $ 37,338 Operating lease liabilities – long term $ 5,546 $ 5,904 Deferred tax liabilities 2,528 2,648 Other noncurrent liabilities 2,790 3,088 Noncurrent liabilities of businesses held for sale $ 10,864 $ 11,640 |
Schedule of pro forma information | The following table presents a balance sheet as of September 30, 2023 as if the sale of Energica, Wave Technologies, and Solectrac 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. September 30, 2023 December 31, 2022 Cash and cash equivalents $ 386 $ 1,103 Accounts Receivables, net 14 30 Inventory, net 5 — Prepaid expenses and other current assets 5,267 36,062 Current assets of discontinued operation and businesses held for sale 40,485 76,843 Total current assets 46,157 114,038 Property and equipment, net 2,911 782 Intangible assets, net 62 25 Operating lease right of use assets 4,510 3,516 Other noncurrent assets 477 7,798 Noncurrent assets of discontinued operation and businesses held for sale 97,167 116,780 Total assets $ 151,284 $ 242,939 Accounts payable and accrued expenses $ 45,080 $ 16,037 Current portion of operating lease liabilities 1,802 818 Other current liabilities 13,701 8,764 Current liabilities of discontinued operation and businesses held for sale 48,757 51,247 Total current liabilities 109,340 76,866 Operating lease liabilities – long term 5,699 2,662 Deferred tax liabilities 310 — Noncurrent liabilities of discontinued operation and businesses held for sale 12,802 16,848 Total liabilities 128,151 96,376 Series A 1,262 1,262 Series B 1,863 8,850 Series C 4,825 — Equity: Common stock 1,499 597 Additional paid-in capital 1,071,219 1,004,082 Accumulated deficit (1,049,603) (866,450) Accumulated other comprehensive loss (6,684) (6,104) Total Ideanomics, Inc. shareholder’s equity 16,431 132,125 Non-controlling interest (1,248) 4,326 Total equity 15,183 136,451 Total liabilities, convertible redeemable preferred stock and equity $ 151,284 $ 242,939 |
Schedule of inventory | The composition of inventory is as follows (in thousands): September 30, 2023 December 31, 2022 Raw materials $ 7,231 $ 5,674 Work in progress 10,584 10,695 Finished goods 6,167 9,291 Inventory Reserve (7,201) (2,468) Total $ 16,781 $ 23,192 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 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 Nine Months Ended September 30, September 30, September 30, September 30, Geographic Markets North America $ (367) $ 3,971 $ 6,695 $ 10,164 Europe 1,032 4,250 4,948 8,779 Total $ 665 $ 8,221 $ 11,643 $ 18,943 Product or Service EV products $ (1,312) $ 3,170 $ 2,753 $ 8,066 EV services 17 — 29 — Electric motorcycle products and services 1,415 4,249 6,300 8,779 Electric motorcycle sponsorship services — — 36 — Charging, batteries and powertrain products 482 206 1,989 583 Charging, batteries and powertrain services — 426 30 1,205 Other revenue 63 170 506 310 Total $ 665 $ 8,221 $ 11,643 $ 18,943 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Sep. 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 Acquired Intangible Assets | 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 Unaudited Pro Forma Financial Information | 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 Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (Amounts in thousands, except per share and share data) Total revenue $ 665 $ 8,242 $ 11,644 $ 19,004 Net loss attributable to Ideanomics, Inc. common shareholders (63,007) (57,411) (166,369) (134,115) |
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 September 30, 2023, is as follows (amounts in thousands): 2023 remaining $ 963 2024 3,854 2025 3,854 2026 3,854 2027 3,854 Thereafter 22,982 Total $ 39,361 The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be 2023 (excluding the nine months ended September 30, 2023) $ 1,013 2024 4,053 2025 4,044 2026 3,913 2027 3,876 2028 and thereafter 23,056 Total $ 39,955 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 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): Nine Months Ended September 30, 2023 September 30, 2022 Balance at the beginning of the period $ 1,056 $ — Increase/(decrease) 608 — Payment $ (349) $ — Balance at the end of the period $ 1,314 $ — |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following table summarizes the Company’s property and equipment (in thousands): September 30, December 31, Furniture and office equipment $ 1,627 $ 1,756 Vehicle 731 1,028 Leasehold improvements 3,312 3,783 Shop equipment 4,457 3,129 Total property and equipment 10,127 9,696 Less: accumulated depreciation (3,165) (1,851) 6,962 7,845 Construction in progress 4,166 — Property and equipment, net $ 11,128 $ 7,845 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 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 Impairment losses (a) (10,712) Goodwill acquired during the year (a) 13,020 Measurement period adjustments (2,308) Effect of change in foreign currency exchange rates (521) Balance as of September 30, 2023 $ 37,254 (a) Refer to Note 4 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): September 30, 2023 Weighted Intangible before impairment Accumulated Accumulated impairment charge Net Definite lived intangible assets* Patents, trademarks and brands 21.1 $ 25,980 $ (1,628) $ (11,030) $ 13,322 Customer relationships 13.0 13,745 (1,674) — 12,071 Licenses 3.7 105 (28) — 77 Software 2.6 132 (68) — 64 Technology 6.5 122,178 (14,401) (93,356) 14,421 Total 162,140 (17,799) (104,386) 39,955 Indefinite lived intangible assets Website name 25 — — 25 Total $ 162,165 $ (17,799) $ (104,386) $ 39,980 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 (1,955) — 16,270 Total 50,018 (4,122) (2,299) 43,597 Indefinite lived intangible assets Website name 25 — — 25 Total $ 50,043 $ (4,122) $ (2,299) $ 43,622 *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 September 30, 2023, is as follows (amounts in thousands): 2023 remaining $ 963 2024 3,854 2025 3,854 2026 3,854 2027 3,854 Thereafter 22,982 Total $ 39,361 The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be 2023 (excluding the nine months ended September 30, 2023) $ 1,013 2024 4,053 2025 4,044 2026 3,913 2027 3,876 2028 and thereafter 23,056 Total $ 39,955 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Promissory Notes | The following table summarizes the outstanding promissory notes as of September 30, 2023 and December 31, 2022 (dollars in thousands): September 30, December 31, Interest Rate Principal Amount Carrying Amount Principal Amount Carrying Amount YA II PN Convertible Debenture 8.0% $ 250 $ 261 $ 4,442 $ 3,928 YA II PN Convertible Debenture first amendment 8.0% 1,400 1,457 — — YA II PN Convertible Debenture second amendment 8.0% 750 777 — — YA II PN Convertible Debenture third amendment 8.0% 1,730 1,721 — — YA II PN Convertible Debenture forth amendment 8.0% 2,050 1,932 — — Tillou promissory note 22.0% 2,000 2,236 2,000 2,021 Therese promissory note 22.0% 775 1,038 — — Commercial Insurance Premium Finance 6% 530 530 992 992 SBA PPP due April 10, 2025 1.0% 149 149 219 219 Other lending agreements 0.1%-18% 7,914 7,964 6,561 6,561 Total $ 17,548 18,065 $ 14,214 13,721 Less: Current portion (16,392) (11,764) Long-term Note, less current portion $ 1,673 $ 1,957 |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 9 Months Ended |
Sep. 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): September 30, 2023 Operating lease right of use assets $ 286 Current portion of operating lease liabilities 46 Operating lease liabilities - long term 240 Selling, general and administrative expenses 42 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2023: Options Weighted Weighted Aggregate Outstanding at January 1, 2023 268,323 $ 146.35 7.8 $ — Granted 2,800 4.75 Expired (37,896) 161.59 Forfeited (21,463) 105.76 Outstanding at September 30, 2023 211,764 145.66 7.1 — Vested as of September 30, 2023 183,442 154.14 6.86 — Expected to vest as of September 30, 2023 28,322 90.70 8.68 — |
Schedule of Assumptions Used to Estimate the Fair Value | For the options with service conditions, the assumptions used to estimate the fair values of the stock options granted in the nine months ended September 30, 2023 and 2022 as follows: Nine Months Ended September 30, 2023 September 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 | In connection with certain of the Company’s service agreements, the Company issued warrants to service providers to purchase common stock of the Company. September 30, 2023 December 31, 2022 Warrants Outstanding Number of Number of Exercise Expiration Acuitas — 40,000 $ 36.25 Acuitas — 40,000 $ 36.25 Total — 80,000 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 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 three and nine months ended September 30, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Net loss from continuing operations $ (60,639) $ (31,883) $ (158,614) $ (83,455) Net loss from discontinued operations (2,368) (5,531) (24,206) (20,237) Net loss attributable to Ideanomics, Inc. common stockholders $ (63,007) $ (37,414) $ (182,820) $ (103,692) Basic and diluted weighted average common shares outstanding 11,692,394 3,952,490 9,291,974 3,971,139 Net loss per share: Basic and diluted Continuing operations $ (5.19) $ (8.07) $ (17.07) $ (21.02) Discontinued operations $ (0.20) $ (1.40) $ (2.61) $ (5.10) Basic and diluted loss per share of Common Stock $ (5.39) $ (9.47) $ (19.68) $ (26.11) |
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): September 30, December 31, Warrants — 80 Options and RSUs 237 336 Series A Preferred Stock 7 7 Series B Preferred Stock 866 500 Series C Preferred Stock 186 — Contingent shares — 12 Convertible promissory note and interest 3,099 243 Total 4,395 1,178 |
Contingent Consideration (Table
Contingent Consideration (Tables) | 9 Months Ended |
Sep. 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): September 30, 2023 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ — $ — Tree Technology - Contingent consideration 2 — — 78 78 Solectrac - Contingent consideration 3 — — — — VIA - Contingent consideration 4 $ — $ — $ — $ — Total $ — $ — $ 78 $ 78 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 expired at that time, and therefore the Company did not remeasure this liability after that. During the three months ended September 30, 2023, The Company did not believe it has any remaining obligation related to this and reversed the remaining liabilities. 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. The contractual period which required periodic remeasurement expired at that time, and therefore the Company did not remeasure this liability after that. 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 as of December 31, 2022. The fair value was reduced to zero as of September 30, 2023 due to the change of projection. 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.The fair value was reduced to zero as of September 30, 2023 due to the change of projection. |
Schedule of Significant Inputs and Assumptions | The following table summarizes the significant inputs and assumptions used in the model: 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 : December 31, 2022 Weighted-average cost of capital 15.0% Probability 5%-20% December 31, 2022 Risk-free interest rate 3.4% Expected volatility 25.0% Expected discount rate 13.1% January 31, 2023 Risk-free interest rate 3.7 % Expected volatility 65.0 % Expected discount rate 13.9 % |
Schedule of Reconciliation of Level 3 Fair Value Measurements | The following table summarizes the reconciliation of Level 3 fair value measurements (in thousands): Contingent January 1, 2023 $ 867 Addition 73,628 Remeasurement loss/(gain) recognized in the statement of operations (74,417) September 30, 2023 $ 78 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Nov. 07, 2023 USD ($) | Jul. 25, 2023 USD ($) | Sep. 30, 2023 USD ($) covenant | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) covenant | Sep. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 07, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Inventory serving as collateral for short term borrowing | $ 3,400 | $ 3,400 | $ 6,100 | ||||||
Warranty liability | $ 700 | $ 700 | 600 | ||||||
Cost method investments | $ 7,500 | ||||||||
Number of covenants breached | covenant | 2 | 2 | |||||||
Cash and cash equivalents, continuing and discontinuing | $ 6,200 | $ 6,200 | |||||||
Cash and cash equivalents | 1,884 | 1,884 | 3,245 | ||||||
Cash and cash equivalents, discontinued operations | 4,300 | 4,300 | |||||||
Accounts payable and accrued expenses | 62,800 | 62,800 | |||||||
Other current liabilities | 14,900 | 14,900 | |||||||
Current portion of operating lease liabilities | 2,828 | 2,828 | 2,031 | ||||||
Debt, long-term and short-term, combined amount | 16,400 | 16,400 | |||||||
Net loss | 63,007 | $ 37,414 | 182,820 | $ 103,692 | |||||
Accumulated deficit | 1,049,603 | 1,049,603 | 866,450 | ||||||
Proceeds from sale of preferred shares, issuance of a convertible note and sale of financial assets | 38,300 | ||||||||
Other Commitment, Aggregate Committed Investment | |||||||||
Business Acquisition [Line Items] | |||||||||
Investments | $ 7,000 | ||||||||
CHINA | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | 5,600 | 5,600 | |||||||
US Hybrid | Subsequent Event | |||||||||
Business Acquisition [Line Items] | |||||||||
Proceeds from disposal | $ 500 | ||||||||
Discontinued Operations, Disposed of by Sale | Timios | |||||||||
Business Acquisition [Line Items] | |||||||||
Proceeds from disposal | $ 450 | ||||||||
Transactions cost | 150 | ||||||||
Extinguishment of outstanding payables | $ 2,400 | ||||||||
Cash and cash equivalents, discontinued operations | $ 4,311 | $ 4,311 | $ 18,683 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Operating Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss from discontinued operations, net of tax | $ (2,368) | $ (5,531) | $ (24,206) | $ (20,237) |
Discontinued Operations, Disposed of by Sale | Timios | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenue | 1,820 | 16,057 | 15,043 | 64,928 |
Cost of revenue | 2,010 | 16,059 | 13,200 | 64,160 |
Gross profit | (190) | (2) | 1,843 | 768 |
Selling and administrative expenses | 3,831 | 6,686 | 15,918 | 21,951 |
Depreciation and amortization | 35 | 619 | 433 | 1,827 |
Asset impairments | 1,133 | 80 | 10,575 | 331 |
Other operating costs | 20 | 21 | 40 | 167 |
Operating loss | (5,209) | (7,408) | (25,123) | (23,508) |
Non-operating income (expense) | 2,841 | 1,789 | 796 | 3,088 |
Income tax benefit | 0 | 88 | 121 | 183 |
Loss from discontinued operations, net of tax | (2,368) | (5,531) | (24,206) | (20,237) |
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 | 637 | 8,172 | 11,477 | 18,887 |
Cost of revenue | 2,110 | 8,870 | 13,893 | 18,842 |
Gross profit | (1,473) | (698) | (2,416) | 45 |
Selling and administrative expenses | 5,372 | 9,766 | 21,488 | 25,836 |
Depreciation and amortization | 1,380 | 1,428 | 4,045 | 3,389 |
Asset impairments | 0 | (321) | 148 | 12 |
Other operating costs | 531 | 830 | 2,089 | 2,250 |
Operating loss | $ (8,756) | $ (12,401) | $ (30,186) | $ (31,442) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | $ 4,300 | |
Current assets of discontinued operations | 10,463 | $ 33,296 |
Noncurrent assets of discontinued operations | 3,082 | 19,212 |
Current liabilities of discontinued operations | 7,499 | 13,909 |
Noncurrent liabilities of discontinued operations | 1,938 | 5,210 |
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 | 4,311 | 18,683 |
Accounts Receivables, net | 897 | 1,587 |
Inventory, net | 4,160 | 5,054 |
Prepaid expenses and other current assets | 1,095 | 7,972 |
Current assets of discontinued operations | 10,463 | 33,296 |
Property and equipment, net | 236 | 1,227 |
Intangible assets, net | 7 | 9,147 |
Operating lease right of use assets | 2,465 | 5,446 |
Other noncurrent assets | 374 | 3,392 |
Noncurrent assets of discontinued operations | 3,082 | 19,212 |
Accounts payable and accrued expenses | 3,066 | 8,741 |
Current portion of operating lease liabilities | 962 | 2,051 |
Other current liabilities | 3,471 | 3,117 |
Current liabilities of discontinued operations | 7,499 | 13,909 |
Operating lease liabilities – long term | 1,532 | 3,707 |
Deferred tax liabilities | 0 | 489 |
Other noncurrent liabilities | 406 | 1,014 |
Noncurrent liabilities of discontinued operations | 1,938 | 5,210 |
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 | 1,498 | 2,142 |
Accounts Receivables, net | 3,052 | 4,239 |
Inventory, net | 16,776 | 23,192 |
Prepaid expenses and other current assets | 8,696 | 13,973 |
Current assets of discontinued operations | 30,022 | 43,546 |
Property and equipment, net | 8,216 | 7,063 |
Intangible assets, net | 39,918 | 43,597 |
Goodwill | 37,254 | 37,775 |
Operating lease right of use assets | 6,304 | 7,017 |
Other noncurrent assets | 2,392 | 2,115 |
Noncurrent assets of discontinued operations | 94,084 | 97,567 |
Accounts payable and accrued expenses | 17,746 | 18,941 |
Current portion of operating lease liabilities | 1,026 | 1,213 |
Other current liabilities | 22,486 | 17,184 |
Current liabilities of discontinued operations | 41,258 | 37,338 |
Operating lease liabilities – long term | 5,546 | 5,904 |
Deferred tax liabilities | 2,528 | 2,648 |
Other noncurrent liabilities | 2,790 | 3,088 |
Noncurrent liabilities of discontinued operations | $ 10,864 | $ 11,640 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Balance Sheet Excluding Held for Sale Businesses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 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 | $ 1,884 | $ 3,245 | ||||||
Accounts receivable, net | 3,066 | 4,269 | ||||||
Inventory, net | 16,781 | 23,192 | ||||||
Current assets of discontinued operations | 10,463 | 33,296 | ||||||
Total current assets | 46,160 | 114,038 | ||||||
Property and equipment, net | 11,128 | 7,845 | ||||||
Intangible assets, net | 39,980 | 43,622 | ||||||
Operating lease right of use assets | 10,814 | 10,533 | ||||||
Other non-current assets | 2,866 | 2,276 | ||||||
Non-current assets of discontinued operations | 3,082 | 19,212 | ||||||
Total assets | 151,284 | 242,801 | ||||||
Accounts payable and accrued expenses | 62,800 | |||||||
Current portion of operating lease liabilities | 2,828 | 2,031 | ||||||
Other current liabilities | 14,900 | |||||||
Current liabilities of discontinued operations | 7,499 | 13,909 | ||||||
Total current liabilities | 109,339 | 76,863 | ||||||
Operating lease liabilities - long term | 11,244 | 8,566 | ||||||
Non-current liabilities of discontinued operations | 1,938 | 5,210 | ||||||
Total liabilities | 128,151 | 96,238 | ||||||
Equity | ||||||||
Common stock | 1,499 | 597 | ||||||
Additional paid-in capital | 1,071,219 | 1,004,082 | ||||||
Accumulated deficit | (1,049,603) | (866,450) | ||||||
Accumulated other comprehensive loss | (6,684) | (6,104) | ||||||
Total Ideanomics, Inc. stockholders' equity | 16,431 | 132,125 | ||||||
Non-controlling interest | (1,248) | 4,326 | ||||||
Total equity | 15,183 | $ 79,126 | $ 89,780 | 136,451 | $ 282,636 | $ 319,427 | $ 364,800 | $ 365,368 |
Total liabilities, convertible redeemable preferred stock, and equity | 151,284 | 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 | 1,863 | 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 | 386 | 1,103 | ||||||
Accounts receivable, net | 14 | 30 | ||||||
Inventory, net | 5 | 0 | ||||||
Prepaid expenses and other current assets | 5,267 | 36,062 | ||||||
Current assets of discontinued operations | 40,485 | 76,843 | ||||||
Total current assets | 46,157 | 114,038 | ||||||
Property and equipment, net | 2,911 | 782 | ||||||
Intangible assets, net | 62 | 25 | ||||||
Operating lease right of use assets | 4,510 | 3,516 | ||||||
Other non-current assets | 477 | 7,798 | ||||||
Non-current assets of discontinued operations | 97,167 | 116,780 | ||||||
Total assets | 151,284 | 242,939 | ||||||
Accounts payable and accrued expenses | 45,080 | 16,037 | ||||||
Current portion of operating lease liabilities | 1,802 | 818 | ||||||
Other current liabilities | 13,701 | 8,764 | ||||||
Current liabilities of discontinued operations | 48,757 | 51,247 | ||||||
Total current liabilities | 109,340 | 76,866 | ||||||
Operating lease liabilities - long term | 5,699 | 2,662 | ||||||
Deferred tax liabilities | 310 | 0 | ||||||
Non-current liabilities of discontinued operations | 12,802 | 16,848 | ||||||
Total liabilities | 128,151 | 96,376 | ||||||
Equity | ||||||||
Common stock | 1,499 | 597 | ||||||
Additional paid-in capital | 1,071,219 | 1,004,082 | ||||||
Accumulated deficit | (1,049,603) | (866,450) | ||||||
Accumulated other comprehensive loss | (6,684) | (6,104) | ||||||
Total Ideanomics, Inc. stockholders' equity | 16,431 | 132,125 | ||||||
Non-controlling interest | (1,248) | 4,326 | ||||||
Total equity | 15,183 | 136,451 | ||||||
Total liabilities, convertible redeemable preferred stock, and equity | 151,284 | 242,939 | ||||||
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 | 1,863 | 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 | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 7,231 | $ 5,674 |
Work in progress | 10,584 | 10,695 |
Finished goods | 6,167 | 9,291 |
Inventory Reserve | (7,201) | (2,468) |
Total | $ 16,781 | $ 23,192 |
New Accounting Pronouncements (
New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Total equity | $ (15,183) | $ (79,126) | $ (89,780) | $ (136,451) | $ (282,636) | $ (319,427) | $ (364,800) | $ (365,368) |
Retained Earnings/ Accumulated (Deficit) | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Total equity | $ 1,049,603 | $ 986,596 | $ 951,099 | 866,450 | $ 709,451 | $ 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 | Retained Earnings/ 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 665 | $ 8,221 | $ 11,643 | $ 18,943 |
Revenue recognized | 100 | 200 | 200 | 900 |
Total cost of revenue | 2,118 | 8,878 | 13,931 | 18,861 |
EV products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | (1,312) | 3,170 | 2,753 | 8,066 |
EV products | Change of Accounting Estimate | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,800 | |||
Total cost of revenue | 1,900 | |||
EV services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 17 | 0 | 29 | 0 |
Electric motorcycle products and services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,415 | 4,249 | 6,300 | 8,779 |
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 | 482 | 206 | 1,989 | 583 |
Charging, batteries and powertrain services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 426 | 30 | 1,205 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 63 | 170 | 506 | 310 |
Total cost of revenue | 816 | 56 | 1,639 | 198 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | (367) | 3,971 | 6,695 | 10,164 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,032 | $ 4,250 | $ 4,948 | $ 8,779 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) € in Millions | 3 Months Ended | 9 Months Ended | ||||||||||||
Jul. 25, 2023 USD ($) | Jan. 31, 2023 USD ($) shares | Mar. 14, 2022 USD ($) | Feb. 09, 2022 USD ($) | Feb. 09, 2022 EUR (€) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Jan. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 07, 2022 | Sep. 15, 2021 | Mar. 03, 2021 | |
Acquisitions and Divestitures | ||||||||||||||
Goodwill impairments | $ 10,712,000 | $ 0 | $ 10,712,000 | $ 0 | ||||||||||
Notes receivable from third parties, net | 41,000 | 41,000 | $ 31,653,000 | |||||||||||
Amortization expense relating to intangible assets | 5,300,000 | 1,200,000 | 14,400,000 | 2,900,000 | ||||||||||
Intangible assets, net | 39,980,000 | 39,980,000 | 43,622,000 | |||||||||||
Goodwill | 37,254,000 | 37,254,000 | 37,775,000 | |||||||||||
Gain on remeasurement of investment | 0 | $ 0 | $ 0 | 10,965,000 | ||||||||||
Fiducia Stock Purchase Agreement | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Proceeds from issuance of stock | $ 450,000 | |||||||||||||
Transaction expenses | 150,000 | |||||||||||||
Loans extinguished | $ 2,400,000 | |||||||||||||
Gain on extinguishment | $ 1,700,000 | |||||||||||||
Energica Motor Company, Inc. | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Equity method investment, ownership percentage (as percent) | 72.40% | 72.40% | 20% | |||||||||||
Energica Motor Company, Inc. | Energica Founders | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Equity method investment, ownership percentage (as percent) | 27.60% | 27.60% | ||||||||||||
Energica | ||||||||||||||
Acquisitions and Divestitures | ||||||||||||||
Equity method investment, ownership percentage (as percent) | 27.60% | 27.60% | 20% | |||||||||||
Conditional tender offer costs | $ 60,300,000 | € 52.5 | ||||||||||||
Equity method investment, ownership percentage threshold (as 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 | |||||||||||||
Goodwill impairments | 2,300,000 | |||||||||||||
Notes receivable from third parties, net | $ 32,600,000 | $ 31,600,000 | ||||||||||||
Write-offs | $ 27,400,000 | |||||||||||||
Fair value of consideration transferred | 5,200,000 | |||||||||||||
Amortization expense relating to intangible assets | 11,200,000 | |||||||||||||
Intangible assets, net | 0 | 0 | ||||||||||||
Tax deductible goodwill | 0 | 0 | ||||||||||||
Goodwill | $ 13,020,000 | 0 | 0 | |||||||||||
Revenue | 100,000 | |||||||||||||
Net loss | 136,000,000 | |||||||||||||
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 | 1,500,000 | $ 1,500,000 | |||||||||||
Fair value of consideration transferred | $ 28,617,000 | |||||||||||||
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 | $ 3,200,000 | 3,000,000 | ||||||||||||
Tax deductible goodwill | $ 0 | 0 | ||||||||||||
Goodwill | $ 60,394,000 | |||||||||||||
Revenue | 6,300,000 | 8,800,000 | ||||||||||||
Net loss | $ 11,700,000 | 8,800,000 | ||||||||||||
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 ($) | Jan. 31, 2023 | Mar. 14, 2022 | Sep. 30, 2023 | Dec. 31, 2022 |
Assets acquired | ||||
Goodwill | $ 37,254,000 | $ 37,775,000 | ||
VIA Motors International, Inc. | ||||
Acquisitions and Divestitures | ||||
Fair value of consideration transferred | $ 5,200,000 | |||
Contingent consideration | 73,627,000 | |||
Purchase Price | ||||
Purchase price | 112,815,000 | |||
Assets acquired | ||||
Current assets | 1,757,000 | |||
Property and equipment, net | 2,315,000 | |||
Operating lease right of use assets | 5,064,000 | |||
Goodwill | 13,020,000 | $ 0 | ||
Other assets | 0 | |||
Current liabilities | (16,940,000) | |||
Deferred tax liability | (4,227,000) | |||
Other liabilities | (3,784,000) | |||
Fair value of assets acquired, less liabilities assumed | $ 112,815,000 | |||
Weighted average useful life | 20 years | |||
VIA Motors International, Inc. | Development technology | ||||
Assets acquired | ||||
Intangible assets | $ 104,200,000 | |||
Weighted average useful life | 20 years | |||
VIA Motors International, Inc. | Trademarks and trade name | ||||
Assets acquired | ||||
Intangible assets | $ 11,410,000 | |||
Weighted average useful life | 20 years | |||
VIA Motors International, Inc. | SAFE note | ||||
Acquisitions and Divestitures | ||||
Fair value of consideration transferred | $ 581,000 | |||
VIA Motors International, Inc. | Secured convertible note | ||||
Acquisitions and Divestitures | ||||
Fair value of consideration transferred | 5,165,000 | |||
VIA Motors International, Inc. | Common Stock | ||||
Acquisitions and Divestitures | ||||
Fair value of consideration transferred | 28,617,000 | |||
VIA Motors International, Inc. | Preferred Stock | ||||
Acquisitions and Divestitures | ||||
Fair value of consideration transferred | $ 4,825,000 | |||
Energica | ||||
Purchase Price | ||||
Cash paid at closing, including working capital estimates | $ 58,140,000 | |||
Fair value of previously held interest | 22,183,000 | |||
Fair value of non-controlling interest | 24,778,000 | |||
Purchase price | 105,101,000 | |||
Assets acquired | ||||
Current assets | 19,708,000 | |||
Property and equipment, net | 1,927,000 | |||
Goodwill | 60,394,000 | |||
Other assets | 1,024,000 | |||
Current liabilities | (16,894,000) | |||
Other liabilities | (8,383,000) | |||
Fair value of assets acquired, less liabilities assumed | $ 105,101,000 | |||
Weighted average useful life | 14 years 8 months 12 days | |||
Energica | Customer relationships | ||||
Assets acquired | ||||
Intangible assets | $ 14,226,000 | |||
Weighted average useful life | 13 years | |||
Energica | Development technology | ||||
Assets acquired | ||||
Intangible assets | $ 18,603,000 | |||
Weighted average useful life | 8 years | |||
Energica | Trademarks and trade name | ||||
Assets acquired | ||||
Intangible assets | $ 14,496,000 | |||
Weighted average useful life | 25 years |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Total revenue | $ 665 | $ 8,242 | $ 11,644 | $ 19,004 |
Net loss attributable to Ideanomics, Inc. common shareholders | $ (63,007) | $ (57,411) | $ (166,369) | $ (134,115) |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
2023 remaining | $ 1,013 | |
2024 | 4,053 | |
2025 | 4,044 | |
2026 | 3,913 | |
2027 | 3,876 | |
Thereafter | 23,056 | |
Total | 39,955 | $ 43,597 |
Energica | ||
Business Acquisition [Line Items] | ||
2023 remaining | 963 | |
2024 | 3,854 | |
2025 | 3,854 | |
2026 | 3,854 | |
2027 | 3,854 | |
Thereafter | 22,982 | |
Total | $ 39,361 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Tree Technology Wind-Down | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Restructuring charges | $ 0.4 | ||
CHINA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Restructuring charges | $ 0.9 | $ 1.2 | |
CHINA | Employee Severance | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Restructuring charges | $ 0.9 | $ 1.1 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Charges (Details) - Employee Severance - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Balance at the beginning of the period | $ 1,056 | $ 0 |
Increase/(decrease) | 608 | 0 |
Payment | (349) | 0 |
Balance at the end of the period | $ 1,314 | $ 0 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 10,127 | $ 10,127 | $ 9,696 | ||
Less: accumulated depreciation | (3,165) | (3,165) | (1,851) | ||
Property and equipment | 6,962 | 6,962 | 7,845 | ||
Construction in progress | 4,166 | 4,166 | 0 | ||
Property and equipment, net | 11,128 | 11,128 | 7,845 | ||
Depreciation expense | 500 | $ 500 | 1,800 | $ 1,100 | |
Furniture and office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 1,627 | 1,627 | 1,756 | ||
Vehicle | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 731 | 731 | 1,028 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 3,312 | 3,312 | 3,783 | ||
Shop equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 4,457 | $ 4,457 | $ 3,129 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) businessUnit segment | Sep. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Number of operating segments | segment | 1 | |||
Number of reporting units | businessUnit | 8 | |||
Goodwill and Intangible Asset Impairment | $ 104.4 | $ 104.4 | ||
Amortization expense relating to intangible assets | $ 5.3 | $ 1.2 | $ 14.4 | $ 2.9 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 37,775 | |||
Impairment losses | $ (10,712) | $ 0 | (10,712) | $ 0 |
Goodwill acquired during the year | 13,020 | |||
Measurement period adjustments | (2,308) | |||
Effect of change in foreign currency exchange rates | (521) | |||
Ending balance | $ 37,254 | $ 37,254 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Amortizing and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Definite lived intangible assets | ||
Intangible before impairment | $ 162,140 | $ 50,018 |
Accumulated amortization | (17,799) | (4,122) |
Accumulated impairment charge | (104,386) | (2,299) |
Total | 39,955 | 43,597 |
Total intangible assets | ||
Intangible before impairment | 162,165 | 50,043 |
Accumulated impairment charge | (104,386) | (2,299) |
Intangible assets, net | 39,980 | 43,622 |
Website name | ||
Indefinite lived intangible assets | ||
Intangible before impairment | 25 | 25 |
Net balance | $ 25 | 25 |
Patents, trademarks and brands | ||
Definite lived intangible assets | ||
Weighted Average Remaining Useful Life (in years) | 21 years 1 month 6 days | |
Intangible before impairment | $ 25,980 | 14,734 |
Accumulated amortization | (1,628) | (660) |
Accumulated impairment charge | (11,030) | 0 |
Total | $ 13,322 | 14,074 |
Customer relationships | ||
Definite lived intangible assets | ||
Weighted Average Remaining Useful Life (in years) | 13 years | |
Intangible before impairment | $ 13,745 | 13,937 |
Accumulated amortization | (1,674) | (824) |
Accumulated impairment charge | 0 | 0 |
Total | $ 12,071 | 13,113 |
Licenses | ||
Definite lived intangible assets | ||
Weighted Average Remaining Useful Life (in years) | 3 years 8 months 12 days | |
Intangible before impairment | $ 105 | 141 |
Accumulated amortization | (28) | (16) |
Accumulated impairment charge | 0 | 0 |
Total | $ 77 | 125 |
Software | ||
Definite lived intangible assets | ||
Weighted Average Remaining Useful Life (in years) | 2 years 7 months 6 days | |
Intangible before impairment | $ 132 | 2,981 |
Accumulated amortization | (68) | (667) |
Accumulated impairment charge | 0 | (2,299) |
Total | $ 64 | 15 |
Technology | ||
Definite lived intangible assets | ||
Weighted Average Remaining Useful Life (in years) | 6 years 6 months | |
Intangible before impairment | $ 122,178 | 18,225 |
Accumulated amortization | (14,401) | (1,955) |
Accumulated impairment charge | (93,356) | 0 |
Total | $ 14,421 | $ 16,270 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (excluding the nine months ended September 30, 2023) | $ 1,013 | |
2024 | 4,053 | |
2025 | 4,044 | |
2026 | 3,913 | |
2027 | 3,876 | |
2028 and thereafter | 23,056 | |
Total | $ 39,955 | $ 43,597 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Promissory Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 07, 2023 | Jul. 14, 2023 | May 01, 2023 | Apr. 17, 2023 | Dec. 31, 2022 |
Short-term Debt [Line Items] | ||||||
Principal Amount | $ 17,548 | $ 14,214 | ||||
Carrying Amount | 18,065 | 13,721 | ||||
Long-term Note, less current portion | $ 1,673 | 1,957 | ||||
YA II PN Convertible Debenture | ||||||
Short-term Debt [Line Items] | ||||||
Interest Rate | 8% | |||||
Principal Amount | $ 250 | 4,442 | ||||
Carrying Amount | $ 261 | 3,928 | ||||
YA II PN Convertible Debenture first amendment | ||||||
Short-term Debt [Line Items] | ||||||
Interest Rate | 8% | |||||
Principal Amount | $ 1,400 | 0 | ||||
Carrying Amount | $ 1,457 | 0 | ||||
YA II PN Convertible Debenture second amendment | ||||||
Short-term Debt [Line Items] | ||||||
Interest Rate | 8% | |||||
Principal Amount | $ 750 | $ 800 | 0 | |||
Carrying Amount | $ 777 | 0 | ||||
YA II PN Convertible Debenture third amendment | ||||||
Short-term Debt [Line Items] | ||||||
Interest Rate | 8% | |||||
Principal Amount | $ 1,730 | $ 4,100 | 0 | |||
Carrying Amount | $ 1,721 | 0 | ||||
YA II PN Convertible Debenture forth amendment | ||||||
Short-term Debt [Line Items] | ||||||
Interest Rate | 8% | |||||
Principal Amount | $ 2,050 | $ 500 | $ 1,850 | 0 | ||
Carrying Amount | $ 1,932 | 0 | ||||
Tillou promissory note | ||||||
Short-term Debt [Line Items] | ||||||
Interest Rate | 22% | |||||
Principal Amount | $ 2,000 | 2,000 | ||||
Carrying Amount | $ 2,236 | 2,021 | ||||
Therese promissory note | ||||||
Short-term Debt [Line Items] | ||||||
Interest Rate | 22% | |||||
Principal Amount | $ 775 | 0 | ||||
Carrying Amount | $ 1,038 | 0 | ||||
Commercial Insurance Premium Finance | ||||||
Short-term Debt [Line Items] | ||||||
Interest Rate | 6% | |||||
Principal Amount | $ 530 | 992 | ||||
Carrying Amount | $ 530 | 992 | ||||
SBA PPP due April 10, 2025 | ||||||
Short-term Debt [Line Items] | ||||||
Interest Rate | 1% | |||||
Principal Amount | $ 149 | 219 | ||||
Carrying Amount | 149 | 219 | ||||
Other lending agreements | ||||||
Short-term Debt [Line Items] | ||||||
Principal Amount | 7,914 | 6,561 | ||||
Carrying Amount | $ 7,964 | 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 | 18% | |||||
Convertible Note | ||||||
Short-term Debt [Line Items] | ||||||
Less: Current portion | $ (16,392) | $ (11,764) |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 07, 2023 USD ($) $ / shares | Jul. 14, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) covenant | Sep. 30, 2023 USD ($) covenant installment | May 01, 2023 USD ($) | Apr. 17, 2023 USD ($) | Apr. 06, 2023 USD ($) | Mar. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 07, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Weighted average interest rate (as percent) | 9.50% | 9.50% | 8.10% | |||||||
Number of covenants breached | covenant | 2 | 2 | ||||||||
Principal amount | $ 17,548,000 | $ 17,548,000 | $ 14,214,000 | |||||||
Total loan amount | 1,673,000 | 1,673,000 | 1,957,000 | |||||||
Third Party Promissory Note | Related Party | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 1,000,000 | $ 1,000,000 | ||||||||
Interest rate (as percent) | 20% | 6% | ||||||||
Timios | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | 2,700,000 | |||||||||
Standby Equity Purchase Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | 4,200,000 | |||||||||
YA II PN Convertible Debenture first amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible notes payable | $ 1,400,000 | |||||||||
Option to purchase percentage of issued and outstanding common stock | 0.70 | |||||||||
Option aggregate purchase price | $ 2,500,000 | |||||||||
Principal amount | 1,400,000 | 1,400,000 | 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 | $ 3,500,000 | |||||||||
Principal amount | 750,000 | 750,000 | $ 800,000 | 0 | ||||||
YA II PN Convertible Debenture third amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Option aggregate purchase price | $ 3,500,000 | |||||||||
Principal amount | 1,730,000 | 1,730,000 | $ 4,100,000 | 0 | ||||||
YA II PN Convertible Debenture forth amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Option aggregate purchase price | $ 450,000 | $ 1,550,000 | ||||||||
Principal amount | $ 500,000 | $ 1,850,000 | 2,050,000 | 2,050,000 | 0 | |||||
Volume weighted average price, maximum threshold (in dollars per share) | $ / shares | $ 1.25 | |||||||||
Volume weighted average price threshold period | 5 days | |||||||||
Volume weighted average price period | 7 days | |||||||||
Redemption payment period | 10 days | |||||||||
Redemption percentage | 20% | |||||||||
Debt default, volume weighted average price (in dollars per share) | $ / shares | $ 2.46 | $ 8.75 | ||||||||
Debt default, volume weighted average price percentage | 90% | 90% | ||||||||
Debt default, volume weighted average price period | 10 days | 10 days | ||||||||
Debt default, volume weighted average price, minimum | $ / shares | $ 0.492 | $ 1.25 | ||||||||
Debt default interest rate | 18% | |||||||||
YA II PN Convertible Debenture forth amendment | Debt Covenant, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 1,400,000 | |||||||||
YA II PN Convertible Debenture forth amendment | Debt Covenant, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | 800,000 | |||||||||
YA II PN Convertible Debenture forth amendment | Debt Covenant, Period Three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 1,700,000 | |||||||||
YA II PN Convertible Debenture | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | 250,000 | 250,000 | 4,442,000 | |||||||
Interest expense | 600,000 | 1,500,000 | ||||||||
Commercial Insurance Premium Finance | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 530,000 | $ 530,000 | 992,000 | |||||||
Interest rate (as percent) | 7.99% | 7.99% | ||||||||
Number of installments | installment | 6 | |||||||||
Installment amount payable | $ 56,504 | $ 56,504 | ||||||||
Initial down payment | 200,000 | |||||||||
Other Lending Agreements | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total loan amount | 2,900,000 | $ 2,900,000 | ||||||||
Repayment period (in months) | 36 months | |||||||||
Other Lending Agreements | Third Party Promissory Note | Related Party | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | 1,500,000 | $ 1,500,000 | ||||||||
Therese Promissory Note Due On 6/6/2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unused borrowing capacity | $ 1,200,000 | $ 1,200,000 | $ 400,000 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) $ / shares in Units, $ in Millions | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 07, 2023 shares | Feb. 02, 2023 USD ($) shares | May 02, 2023 number_of_notice shares | Sep. 30, 2023 USD ($) vote $ / shares shares | Sep. 30, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 shares | |
Securities Purchase Agreement | ||||||
Stockholders Equity [Line Items] | ||||||
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 | $ 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 | 2.3 | ||||
Number of warrants requested (in shares) | 96,700,000 | |||||
Adjustments to additional paid in capital, warrant issued | $ | $ 1 | |||||
Common Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Shares converted (in shares) | 700,000 | 1,400,000 | ||||
Common Stock | Securities Purchase Agreement | ||||||
Stockholders Equity [Line Items] | ||||||
Number of warrants requested (in shares) | 3,200,000 | 3,200,000 | 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 | 2,000,000 | |||
Number of shares (in shares) | 0.16 | 0.16 | ||||
Liquidation event, distributed amount per share (in dollars per share) | $ / shares | $ 0.1804 | $ 0.1804 | ||||
Convertible redeemable preferred stock, shares issued (in shares) | 1,159,276 | 1,159,276 | 0 | |||
Number of votes | vote | 1 | 1 | ||||
Series B Preferred Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Convertible redeemable preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |||
Convertible redeemable preferred stock, shares issued (in shares) | 20,000,000 | 20,000,000 | 10,000,000 | |||
Shares converted (in shares) | 3,900,000 | 17,900,000 | ||||
Series B Preferred Stock | YA II PN, Ltd | ||||||
Stockholders Equity [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 6,000,000 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) shares in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jan. 13, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2023 USD ($) entity | Sep. 30, 2022 USD ($) entity | Dec. 31, 2022 USD ($) entity | Aug. 31, 2023 USD ($) | Apr. 06, 2023 USD ($) | Mar. 19, 2023 USD ($) | Dec. 13, 2022 USD ($) | Jun. 07, 2022 USD ($) | Feb. 09, 2022 | |
Related Party Transaction [Line Items] | ||||||||||||||
Amount due from related parties | $ 90,000 | $ 90,000 | ||||||||||||
Amount due to related parties | 14,900,000 | |||||||||||||
Current liabilities of discontinued operations | 7,499,000 | 13,909,000 | ||||||||||||
Principal amount | 17,548,000 | $ 14,214,000 | ||||||||||||
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 (as percent) | 51% | |||||||||||||
Loss on disposal | $ 200,000 | |||||||||||||
CRP | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Cost of revenue from related party | $ 100,000 | $ 400,000 | ||||||||||||
Number of related party entities | entity | 3 | 3 | 3 | |||||||||||
Service agreement with SSSIG | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, amounts of transaction | $ 400,000 | |||||||||||||
Board of Directors Chairman | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Amount due from related parties | $ 200,000 | $ 200,000 | ||||||||||||
Amount due to related parties | 700,000 | 700,000 | ||||||||||||
Related Party | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Amount due to related parties | 1,942,000 | 1,927,000 | ||||||||||||
Related Party | Glory Connection Sdn. Bhd. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Current liabilities of discontinued operations | 200,000 | 200,000 | ||||||||||||
Related Party | Tree Technologies Sdn. Bhd. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Current liabilities of discontinued operations | 300,000 | |||||||||||||
Principal amount | 10,500,000 | |||||||||||||
Related Party | CRP | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Amount due to related parties | 1,400,000 | 1,300,000 | ||||||||||||
Related Party | Service agreement with SSSIG | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Current liabilities of discontinued operations | $ 400,000 | $ 400,000 | ||||||||||||
Related Party | Third Party Promissory Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount | $ 1,000,000 | $ 1,000,000 | ||||||||||||
Interest rate (as percent) | 20% | 6% | ||||||||||||
Notes receivable, bearing interest rate plus (as percent) | 2% | |||||||||||||
Transfer price | $ 400,000 | $ 400,000 | ||||||||||||
Impairment of promissory note | $ 600,000 | |||||||||||||
Management | Energica | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Amount due from related parties | $ 1,800,000 | |||||||||||||
Option exercise (in shares) | shares | 0.8 | |||||||||||||
Options exercise | $ 1,300,000 | |||||||||||||
Fair value of consideration transferred | $ 3,100,000 | |||||||||||||
Immediate Family Member of Management or Principal Owner | December 2022 Promissory Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount | $ 2,000,000 | |||||||||||||
Interest rate (as percent) | 20% | |||||||||||||
Secured collateral | $ 2,400,000 | |||||||||||||
Repayment of notes receivable from related party | $ 100,000 | |||||||||||||
Immediate Family Member of Management or Principal Owner | March 2023 Promissory Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount | $ 2,000,000 | |||||||||||||
Interest rate (as percent) | 20% | |||||||||||||
Notes receivable, bearing interest rate plus (as percent) | 2% | |||||||||||||
Chief Executive Officer | August 2023 Promissory Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount | $ 50,000 | |||||||||||||
Interest rate (as percent) | 7% |
Related Party Transactions - Le
Related Party Transactions - Lease Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Operating lease right of use assets | $ 10,814 | $ 10,814 | $ 10,533 | ||
Current portion of operating lease liabilities | 2,828 | 2,828 | 2,031 | ||
Operating lease liabilities - long term | 11,244 | 11,244 | $ 8,566 | ||
Selling, general and administrative expenses | 8,146 | $ 31,024 | 69,830 | $ 91,604 | |
Related Party | EMCH | |||||
Related Party Transaction [Line Items] | |||||
Operating lease right of use assets | 286 | 286 | |||
Current portion of operating lease liabilities | 46 | 46 | |||
Operating lease liabilities - long term | $ 240 | 240 | |||
Selling, general and administrative expenses | $ 42 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 22, 2020 | Aug. 03, 2018 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options outstanding to purchase shares of common stock (in shares) | 268,323 | 211,764 | 211,764 | |||||
Share-based payments expense | $ 0.7 | $ 2.2 | $ 6.5 | $ 7.4 | ||||
Unrecognized compensation expense related to non-vested share options | $ 0.9 | $ 0.9 | ||||||
Weighted average period for recognition related to non-vested stock options (in years) | 1 year 2 months 1 day | |||||||
Total intrinsic value of shares exercised | $ 0 | 0 | ||||||
Total fair value of vested shares | $ 4.1 | 6.7 | ||||||
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) | 0 | 0 | ||||||
Adjusted restricted shares granted (in shares) | 28,500 | |||||||
Unrecognized compensation cost related to unvested restricted shares | $ 0.8 | $ 0.8 | ||||||
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 (in years) | 2 years | 2 years | ||||||
Amount of grant date fair value of the restricted shares | $ 1.6 | $ 1.5 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Options Outstanding | ||
Beginning balance (in shares) | 268,323 | |
Granted (in shares) | 2,800 | |
Expired (in shares) | (37,896) | |
Forfeited (in shares) | (21,463) | |
Ending balance (in shares) | 211,764 | 268,323 |
Vested at end of period (in shares) | 183,442 | |
Expected to vest at end of period (in shares) | 28,322 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 146.35 | |
Granted (in dollars per share) | 4.75 | |
Expired (in dollars per share) | 161.59 | |
Forfeited (in dollars per share) | 105.76 | |
Ending balance (in dollars per share) | 145.66 | $ 146.35 |
Vested at end of period (in dollars per share) | 154.14 | |
Expected to vest at end of period (in dollars per share) | $ 90.70 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding | 7 years 1 month 6 days | 7 years 9 months 18 days |
Vested at end of period (in years) | 6 years 10 months 9 days | |
Expected to vest at end of period (in years) | 8 years 8 months 4 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 - Sc_2
Share-Based Compensation - Schedule of Assumptions Used to Estimate the Fair Value (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 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 - Sc_3
Share-Based Compensation - Schedule of Warrants Outstanding and Exercisable (Details) - $ / shares | Sep. 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 - Sch
Net Loss Per Common Share - Schedule of Basic and Diluted Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss from continuing operations | $ (60,639) | $ (31,883) | $ (158,614) | $ (83,455) |
Net loss from discontinued operations | (2,368) | (5,531) | (24,206) | (20,237) |
Net loss attributable to Ideanomics, Inc. common shareholders | $ (63,007) | $ (37,414) | $ (182,820) | $ (103,692) |
Basic weighted average common shares outstanding (in shares) | 11,692,394 | 3,952,490 | 9,291,974 | 3,971,139 |
Diluted weighted average common shares outstanding (in shares) | 11,692,394 | 3,952,490 | 9,291,974 | 3,971,139 |
Net loss per share: | ||||
Basic, loss per share from continuing operations (in dollars per share) | $ (5.19) | $ (8.07) | $ (17.07) | $ (21.02) |
Diluted, loss per share from continuing operations (in dollars per share) | (5.19) | (8.07) | (17.07) | (21.02) |
Basic, loss per share from discontinued operations (in dollars per share) | (0.20) | (1.40) | (2.61) | (5.10) |
Diluted, loss per share from discontinued operations (in dollars per share) | (0.20) | (1.40) | (2.61) | (5.10) |
Basic loss per share of Common Stock (in dollars per share) | (5.39) | (9.47) | (19.68) | (26.11) |
Diluted loss per share of Common Stock (in dollars per share) | $ (5.39) | $ (9.47) | $ (19.68) | $ (26.11) |
Net Loss Per Common Share - S_2
Net Loss Per Common Share - Schedule of Computation of Diluted Loss Per Share (Details) - shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 4,395 | 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) | 237 | 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) | 866 | 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) | 0 | 12 |
Convertible promissory note and interest | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 3,099 | 243 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||||||
Income tax benefit | $ 876,000 | $ 312,000 | $ 4,258,000 | $ 742,000 | ||||
Valuation allowance (as percent) | 100% | |||||||
Valuation allowance offset (as percent) | 80% | |||||||
One-time income tax benefit | $ 2,400,000 | |||||||
Other tax benefit | 1,900,000 | |||||||
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 | ||||||
Aug. 22, 2023 | Jul. 18, 2023 | Apr. 12, 2023 | Jan. 10, 2023 | Dec. 14, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||||||
Accrued salaries | $ 4,119 | $ 6,851 | |||||
McCarthy v. Ideanomics | |||||||
Loss Contingencies [Line Items] | |||||||
Value of damages | $ 700 | ||||||
Settlement amount | $ 700 | ||||||
Loss contingency paid | 200 | ||||||
Accrued salaries | 400 | ||||||
Cantor Fitzgerald, LLC v. Ideanomics | |||||||
Loss Contingencies [Line Items] | |||||||
Value of damages | $ 200 | ||||||
Judgment amount | $ 100 | ||||||
3i LP v. Ideanomics | |||||||
Loss Contingencies [Line Items] | |||||||
Accrued expense | $ 500 | ||||||
Osirius Group, LLC v. Ideanomics, Inc | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency paid | $ 1,300 | ||||||
Judgment amount | 2,800 | ||||||
Remaining payments | $ 1,500 |
Contingent Consideration - Sche
Contingent Consideration - Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 78 | $ 867 |
DBOT | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 649 |
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 | 0 | 100 |
VIA Motors International, Inc. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | |
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 | 78 | 867 |
Level III | DBOT | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 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 | 0 | $ 100 |
Level III | VIA Motors International, Inc. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 0 |
Contingent Consideration - Sc_2
Contingent Consideration - Schedule of Significant Inputs and Assumptions (Details) | Jan. 31, 2023 | Dec. 31, 2022 lease |
DBOT | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.1 | |
DBOT | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 30 | |
DBOT | Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.08 | |
DBOT | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0 | |
Tree Technologies | Weighted-average cost of capital | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 15 | |
Tree Technologies | Probability | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 5 | |
Tree Technologies | Probability | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 20 | |
Solectrac | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 3.4 | |
Solectrac | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 25 | |
Solectrac | Expected discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 13.1 | |
VIA Motors International, Inc. | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.037 | |
VIA Motors International, Inc. | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.650 | |
VIA Motors International, Inc. | Expected discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.139 |
Contingent Consideration - Narr
Contingent Consideration - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Remeasurement gain recognized in the statement of operations | $ 61,469 | $ 0 | $ 74,416 | $ 131 | |
Contingent Consideration | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Remeasurement gain recognized in the statement of operations | 74,417 | ||||
Contingent Consideration | VIA Motors International, Inc. | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Remeasurement gain recognized in the statement of operations | $ 73,600 | $ 73,600 |
Contingent Consideration - Sc_3
Contingent Consideration - Schedule of Reconciliation of Level 3 Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Remeasurement loss/(gain) recognized in the statement of operations | $ (61,469) | $ 0 | $ (74,416) | $ (131) |
Contingent Consideration | ||||
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 | (74,417) | |||
Ending balance | $ 78 | $ 78 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Oct. 27, 2023 | Nov. 07, 2023 | Sep. 07, 2023 | Jul. 14, 2023 |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Earnest money proceeds | $ 500 | ||||
YA II PN Convertible Debenture forth amendment | |||||
Subsequent Event [Line Items] | |||||
Option aggregate purchase price | $ 450 | $ 1,550 | |||
YA II PN Convertible Debenture forth amendment | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Option aggregate purchase price | $ 1,300 | ||||
YA II PN Convertible Debenture forth amendment | Subsequent Event | Convertible Debt | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, percentage of principal amount being redeemed (as percent) | 15% | ||||
Interest rate (as percent) | 8% | ||||
Interest rate in event of default (as percent) | 18% | ||||
YA II PN Convertible Debenture forth amendment | Subsequent Event | Forecast | |||||
Subsequent Event [Line Items] | |||||
Principal and accrued and unpaid interest | $ 1,500 | ||||
YA II PN Convertible Debenture forth amendment | Subsequent Event | Debt Instrument, Tranche One | |||||
Subsequent Event [Line Items] | |||||
Payments to regulatory process | $ 900 | ||||
YA II PN Convertible Debenture forth amendment | Subsequent Event | Debt Instrument, Tranche Two | |||||
Subsequent Event [Line Items] | |||||
Payments to regulatory process | $ 400 |