Workflow
Ideanomics(IDEX)
icon
Search documents
Ideanomics Announces Receipt of Notice from Nasdaq Regarding Listing Delinquency
GlobeNewswire News Room· 2024-07-02 21:00
Core Viewpoint - Ideanomics has received a notice from Nasdaq regarding non-compliance with listing requirements due to insufficient stockholders' equity, which may lead to delisting [1][2]. Company Summary - Ideanomics (NASDAQ: IDEX) aims to accelerate the commercial adoption of electric vehicles by integrating vehicles, charging technology, design, implementation, and financial services [3]. - The company reported stockholders' equity of less than the required minimum of $2,500,000 for continued listing on Nasdaq [1]. - The Nasdaq Hearings Panel will review the company's situation, and Ideanomics must submit its response by July 3, 2024 [2]. - The company is actively working to regain compliance and will provide updates as more information becomes available [2].
Ideanomics(IDEX) - 2023 Q4 - Annual Report
2024-06-18 21:30
Market and Competitive Environment - The company operates in the commercial EV market, which is still in its development stage, and the transition from ICE vehicles to EVs is highly dependent on environmental regulations, government subsidies, and financing availability [105]. - The company faces significant competitive pressure in the EV and charging businesses, which may negatively impact its financial condition and results of operations [104]. - VIA's growth is highly dependent on the adoption of electric commercial vehicles by the commercial and municipal fleet industry, which is characterized by rapidly changing technologies and uncertain customer demands [241]. - The electric vehicle market is highly competitive, with traditional manufacturers and new entrants posing significant challenges to VIA's market share and profitability [278]. Financial Condition and Performance - The company reported net losses of approximately $204.9 million, $213.6 million, and $111.6 million for the years ended December 31, 2023, 2022, and 2021, respectively, with an accumulated deficit of $1,090.6 million as of December 31, 2023 [132]. - The company anticipates continuing to incur losses for the foreseeable future, raising substantial doubt about its financial viability and ability to continue as a going concern [132]. - The company has limited working capital and requires significant cash resources to execute its business plans, expecting to finance operations through public or private equity or debt offerings [134]. - A disruption in funding sources could adversely affect the company's liquidity and ability to meet obligations [167]. - The company has incurred significant losses related to research and development and expects expenses to increase as it transitions to commercial production [227]. Regulatory and Compliance Risks - The company is subject to various federal, state, and international laws and regulations, and any changes could adversely affect its business and financial condition [118]. - The company is subject to an SEC investigation, which could have a material adverse effect on its reputation and financial condition [129]. - The company is subject to PRC regulations that restrict its subsidiaries' ability to make dividends and other payments to offshore parent companies, which could limit its growth and investment capabilities [189]. - The regulatory framework for privacy and security issues is rapidly evolving, which may create compliance challenges for the company [148]. - Compliance with privacy and data security laws is a rigorous process that may incur substantial costs and affect business practices [150]. Operational and Supply Chain Challenges - The company is affected by supply chain issues, including a global chip shortage, which could delay or stall new vehicle production [114]. - VIA has not secured long-term supply agreements for critical components, exposing the company to fluctuations in prices and potential supply shortages [246]. - The company relies on a small group of suppliers for components, which may lead to supply chain vulnerabilities and delays if suppliers face issues [244]. - Disruptions in global transportation systems could adversely affect VIA's ability to receive components and ship products, impacting revenue [274]. Intellectual Property and Technology Risks - The company has limited intellectual property rights related to its EV businesses, primarily relying on third parties for protection and development [107]. - The company relies on a combination of trade secrets and intellectual property protections, but unauthorized use by third parties could harm its competitive position [269]. - The development of complex software and technology systems is critical for production, and any failure in this area could harm VIA's competitive position [261]. - VIA's reliance on third-party suppliers for lithium-ion battery technology poses risks related to cost, performance, and compliance with business plan expectations [262]. Legal and Litigation Risks - The company is actively involved in various litigations, including an ongoing securities class action and shareholder derivative actions, which could result in significant legal expenses and harm to its business [128]. - The company has faced intense scrutiny and negative publicity related to financial irregularities, which has led to a significant decrease in stock value for many U.S.-listed Chinese companies [195]. - Claims regarding the wrongful use of trade secrets by former employees could lead to costly litigation and loss of valuable intellectual property [289]. Human Resources and Management Challenges - The company has faced challenges in hiring and retaining key employees, which is critical for its success [124]. - VIA's ability to generate customer loyalty and grow its business may be impaired if it cannot satisfactorily service its future customers [260]. - VIA's business may be adversely affected by labor and union activities, which could result in higher employee costs and increased risk of work stoppages [258]. Future Outlook and Strategic Initiatives - The company may seek acquisitions to complement existing products and enhance market coverage, but such efforts could result in significant financial costs and operational risks [123]. - The company plans to further expand its international operations despite facing significant risks associated with local economic and political conditions, including sanctions and regulatory actions [169]. - The company is undergoing a restructuring plan expected to be completed by Q1 2024, which may impact revenue and stock value [214]. - If the restructuring is not completed as anticipated, it could lead to significant adverse effects on the company's financial condition and stock price [214].
Ideanomics, Inc. Reports Q4 and Full Year 2023 Financial Results
Newsfilter· 2024-06-18 21:05
NEW YORK, June 18, 2024 (GLOBE NEWSWIRE) -- Ideanomics (NASDAQ: IDEX) ("Ideanomics" or the "Company"), a global company focused on accelerating the commercial adoption of electric vehicles, announced today its fourth quarter and full year 2023 operating results for the period ended December 31, 2023. Throughout 2023 Ideanomics continued executing its commitment to shareholders to exit non-core businesses and finalize a reorganization of the business to focus on last-mile and local delivery vehicles and asso ...
Ideanomics, Inc. Reports Q4 and Full Year 2023 Financial Results
GlobeNewswire News Room· 2024-06-18 21:05
NEW YORK, June 18, 2024 (GLOBE NEWSWIRE) -- Ideanomics (NASDAQ: IDEX) ("Ideanomics" or the "Company"), a global company focused on accelerating the commercial adoption of electric vehicles, announced today its fourth quarter and full year 2023 operating results for the period ended December 31, 2023. Throughout 2023 Ideanomics continued executing its commitment to shareholders to exit non-core businesses and finalize a reorganization of the business to focus on last-mile and local delivery vehicles and asso ...
Ideanomics Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q
globenewswire.com· 2024-05-24 21:00
New York, May 24, 2024 (GLOBE NEWSWIRE) -- Ideanomics (NASDAQ: IDEX) ("Ideanomics" or the "Company") today announced that on May 21, 2024, the Company received a notice (the "10-Q Notice") from the staff of the Nasdaq Listing Qualifications department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") stating that because the Company has not yet filed its Form 10-Q for the period ended March 31, 2024 (the "Form 10-Q"), the Company is not in compliance with Nasdaq Listing Rules for continued listing. Th ...
Energica and Electra Forge Partnership to Revolutionize the Two-Wheel Electric Vehicle Experience
Newsfilter· 2024-05-23 16:30
Core Insights - Energica Motor Company and Electra have formed a strategic R&D partnership aimed at transforming the electric two-wheeler market through advanced battery management solutions powered by AI [1][2][4] Company Overview - Energica Motor Company is a leading manufacturer of high-performance electric motorcycles and has been a pioneer in electric vehicle technology for over a decade [2][5] - Electra specializes in AI/ML-based solutions for electric vehicles and aims to drive the transition to electric mobility globally with its 'Brain for Batteries' software [7] Partnership Details - The collaboration will utilize Electra's AI technology to enhance battery performance, optimize vehicle range, charging, and lifetime, and improve the overall driving experience [1][2] - The AI technology is expected to enhance battery management systems (BMS), improving performance metrics across Energica's vehicles [2][3] Technological Advancements - Electra's AI algorithms can integrate battery data with external factors, leading to reduced charging times, optimized range, extended battery life, and lower operational costs [2][3] - The technology can estimate the battery's state of health with up to 97% accuracy and extend battery life by over 20% [3] - It provides precise range estimations with only a 1% error rate and can preemptively detect faults and maintenance issues months in advance [3] Strategic Goals - By integrating Electra's solutions, Energica aims to minimize costs related to downtime and maintenance while enhancing battery reliability [4] - The partnership reaffirms Energica's commitment to delivering innovative and safe solutions to its customers [4]
Energica Inside Signs Agreement with Nimbus to Provide Customized Electric Powertrain
Newsfilter· 2024-01-30 13:00
Core Insights - Energica Inside, a business unit of Energica Motor Company, has signed an agreement to provide technology for electrifying the historic Nimbus Model C motorcycle, showcasing a blend of classic design and modern electric vehicle technology [1][2] - The collaboration aims to support Nimbus in achieving climate goals and emphasizes the importance of technological innovation in reaching zero emissions in electric mobility [2] Company Overview - Energica Motor Company is recognized as a leading manufacturer of high-performance electric motorcycles, focusing on cutting-edge technology and sustainable mobility solutions [3] - Ideanomics is a global group dedicated to accelerating the commercial adoption of electric vehicles by integrating vehicles, charging, and financing solutions [4]
WAVE Charging Announces Receipt of Purchase Order from Leading Retail and Logistics Company
Newsfilter· 2024-01-18 12:30
Core Insights - WAVE Charging, a subsidiary of Ideanomics, has received a purchase order for a commercial proof of concept project with a major retail and logistics company in the U.S. [1][2] - The project will utilize BYD yard tractors equipped with WAVE's wireless charging technology to reduce the customer's emissions footprint [2][3] - The initial order value is approximately $500,000, with plans to scale deployment following successful proof of concept [3][4] Company Overview - WAVE Charging specializes in high-power wireless inductive charging solutions for medium- and heavy-duty commercial vehicles, founded in 2011 [5] - The company offers systems ranging from 125kW to ultra-high power, providing a reliable and efficient alternative to traditional wired charging [5] - Ideanomics aims to accelerate the commercial adoption of electric vehicles by integrating vehicles, charging, and financing solutions [6]
First Planned Deployment of 500kW Inductive Charger to Power Electric Trucks in Cold Climates
Newsfilter· 2024-01-16 12:00
Core Viewpoint - WAVE Charging, a subsidiary of Ideanomics, is advancing its 500kW ultra-fast wireless charging system for medium and heavy-duty electric vehicles, aiming to enhance operational efficiency and support zero-emission goals in the logistics sector [1][3][5]. Technology Development - The 500kW wireless charging system has successfully charged a class 8 electric truck in under 15 minutes, demonstrating the potential for near-continuous vehicle uptime for fleet operators [2][5]. - The system can theoretically provide a full day's energy for 400 homes in just 3.6 minutes, showcasing its efficiency compared to traditional wired charging [2]. Project Deployment - WAVE is collaborating with Cummins, Venture Logistics, and the US Department of Energy to deploy the 500kW wireless charger at a Venture Logistics facility in Q1 2024 [3][4]. - The project is supported by an $8.4 million grant from the US Department of Energy, aimed at facilitating the transition to zero-emission vehicles with minimal operational disruption [3][4]. Industry Context - The transportation sector is responsible for 27% of greenhouse gas emissions in the US and Europe, with medium and heavy-duty trucks contributing significantly [5]. - The Inflation Reduction Act provides over $75 billion in programs and tax credits to encourage electrification, particularly for heavy-duty vehicles in disadvantaged communities [4]. Benefits of Wireless Charging - The WAVE Wireless system allows for quick and convenient charging during scheduled stops, eliminating the need for heavy cables and enhancing operational efficiency [5][6]. - The embedded system design reduces maintenance needs and minimizes collision risks, making it suitable for busy logistics environments [5][6]. Future Outlook - Wireless charging is positioned as an ideal solution for fleet operators with fixed routes, enabling continuous operations and reducing vehicle weight and costs [7]. - WAVE is committed to further developing its wireless charging technology and exploring its integration into next-generation electric vehicles [7][8].
Ideanomics(IDEX) - 2023 Q3 - Quarterly Report
2023-11-20 16:00
[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Ideanomics, Inc. and its subsidiaries for the period ended September 30, 2023 Key Financial Statements Included | Statement | Page | | :---------------------------------------------- | :--- | | Unaudited Condensed Consolidated Balance Sheets | 6 | | Unaudited Condensed Consolidated Statements of Operations | 8 |\n| Unaudited Condensed Consolidated Statements of Comprehensive Loss | 9 |\n| Unaudited Condensed Consolidated Statements of Equity | 10 |\n| Unaudited Condensed Consolidated Statements of Cash Flows | 14 | [Unaudited Condensed Consolidated Balance Sheets](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheets (Unaudited) (in thousands) | Metric | Sep 30, 2023 (Unaudited) | Dec 31, 2022 | | :----------------------------------------- | :----------------------- | :----------- | | **ASSETS** | | | | 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 | | Total assets | $151,284 | $242,801 | | **LIABILITIES & EQUITY** | | | | Total current liabilities | $109,339 | $76,863 | | Total liabilities | 128,151 | 96,238 | | Total Ideanomics, Inc. stockholders' equity | 16,431 | 132,125 | | Total equity | 15,183 | 136,451 | | Total liabilities, convertible redeemable preferred stock, and equity | $151,284 | $242,801 | - Total assets decreased by approximately **$91.5 million** from December 31, 2022, to September 30, 2023, primarily driven by a significant reduction in current assets and non-current assets of discontinued operations[15](index=15&type=chunk) - Total current liabilities increased by approximately **$32.5 million**, while total equity decreased substantially by approximately **$121.3 million**, indicating a deteriorating financial position[15](index=15&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) This statement details the company's revenues, expenses, and net loss over specific reporting periods Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended 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 | | Total operating expenses | 68,689 | 33,804 | 173,547 | 98,603 | | Loss from operations | (70,142) | (34,461) | (175,835) | (98,521) | | Net loss from continuing operations | (62,225) | (33,322) | (163,367) | (86,980) | | Net 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 Ideanomics, Inc. common shareholders | $(63,007) | $(37,414) | $(182,820) | $(103,692) | | Basic and diluted loss per share | $(5.39) | $(9.47) | $(19.68) | $(26.11) | - Total revenue for the three months ended September 30, 2023, significantly decreased by **91.9%** to **$0.7 million** from **$8.2 million** in the prior year, and for the nine months, it decreased by **38.5%** to **$11.6 million** from **$18.9 million**[19](index=19&type=chunk)[204](index=204&type=chunk)[208](index=208&type=chunk) - Net loss attributable to common shareholders increased by **68.4%** to **$(63.0) million** for the three months and by **76.3%** to **$(182.8) million** for the nine months, primarily due to higher operating expenses, particularly asset and goodwill impairments[19](index=19&type=chunk)[204](index=204&type=chunk)[206](index=206&type=chunk) [Unaudited Condensed Consolidated Statements of Comprehensive Loss](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) This statement presents the net loss and other comprehensive income or loss components for the reporting periods Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (in thousands) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :----------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net loss | $(64,593) | $(38,853) | $(187,573) | $(107,217) | | 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 Ideanomics, Inc. common shareholders | $(64,506) | $(43,905) | $(183,400) | $(116,391) | - Comprehensive loss attributable to common shareholders increased by **46.9%** to **$(64.5) million** for the three months and by **57.6%** to **$(183.4) million** for the nine months, primarily due to the increased net loss[22](index=22&type=chunk) [Unaudited Condensed Consolidated Statements of Equity](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Equity) This statement outlines changes in the company's equity accounts, including common stock and accumulated deficit Key Changes in Equity (in thousands) | Metric | Balance, Jan 1, 2023 | Balance, Sep 30, 2023 | | :----------------------------------------- | :------------------- | :-------------------- | | Common Stock (shares) | 4,781,930 | 11,992,765 | | Par Value | $597 | $1,499 | | Additional Paid-in Capital | $1,004,082 | $1,071,219 | | Accumulated Deficit | $(866,450) | $(1,049,603) | | Total Ideanomics Shareholders' equity | $132,125 | $16,431 | | Noncontrolling Interest | $4,326 | $(1,248) | | Total Equity | $136,451 | $15,183 | - Total Ideanomics Shareholders' equity decreased significantly from **$132.1 million** at January 1, 2023, to **$16.4 million** at September 30, 2023, primarily due to the accumulated deficit increasing by **$183.1 million**[29](index=29&type=chunk) - Common stock shares outstanding increased from **4.8 million** to **12.0 million**, reflecting various issuances for acquisitions, professional fees, preferred stock conversions, and SEPA[29](index=29&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=14&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement summarizes the cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(44,764) | $(109,287) | | Net cash used in investing activities | $(2,847) | $(90,848) | | Net cash provided by (used in) financing activities | $31,919 | $(42,788) | | Net decrease in cash and cash equivalents | $(15,734) | $(244,678) | | Total cash, beginning of period | $21,929 | $269,863 | | Total cash, end of period | $6,195 | $25,185 | - Net cash used in operating activities significantly decreased from **$(109.3) million** in 2022 to **$(44.8) million** in 2023, primarily due to changes in operating assets and liabilities[33](index=33&type=chunk)[242](index=242&type=chunk) - Net cash provided by financing activities turned positive at **$31.9 million** in 2023, compared to cash used of **$(42.8) million** in 2022, driven by proceeds from convertible notes, preferred stock, and third-party borrowings[35](index=35&type=chunk)[244](index=244&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=16&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements [Note 1. Summary of Significant Accounting Policies](index=17&type=section&id=Note%201.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies, including the basis of presentation for unaudited interim financial statements, reclassifications, and the treatment of discontinued operations - Timios, US Hybrid, Tree Technologies, and China business components were classified as discontinued operations during the nine months ended September 30, 2023[41](index=41&type=chunk) - Energica, Solectrac, and Wave Technologies are classified as assets held for sale but continue to be presented as continuing operations due to their substantial contribution to assets, liabilities, revenues, and operating costs[46](index=46&type=chunk) Operating Results of Discontinued Operations (in thousands) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total revenue | $1,820 | $16,057 | $15,043 | $64,928 | | Loss from discontinued operations, net of tax | $(2,368) | $(5,531) | $(24,206) | $(20,237) | - The company faces substantial doubt about its ability to continue as a going concern, citing insufficient cash, ongoing net losses, negative cash flows, and the need for additional capital, which may be difficult to raise due to SEC filing delays[63](index=63&type=chunk)[65](index=65&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[71](index=71&type=chunk) [Note 2. New Accounting Pronouncements](index=23&type=section&id=Note%202.%20New%20Accounting%20Pronouncements) This note details the adoption of new accounting pronouncements, specifically ASU No 2016-13 (Credit Losses) and ASU No 2021-08 (Business Combinations) - Adopted ASU No **2016-13** (Credit Losses) on January 1, 2023, resulting in a **$0.3 million** impact to retained earnings[72](index=72&type=chunk)[73](index=73&type=chunk) - Adopted ASU No **2021-08** (Business Combinations) prospectively on January 1, 2023, with no material impact expected on consolidated financial statements[73](index=73&type=chunk)[74](index=74&type=chunk) [Note 3. Revenue](index=24&type=section&id=Note%203.%20Revenue) Revenue for the three months ended September 30, 2023, decreased significantly by 91.9% to $0.7 million, primarily due to a $4.5 million decrease in EV products revenue (partly from a change in accounting estimate for dealer sales returns) and a $2.8 million decrease in electric motorcycle products and services Revenue by Product or Service (in thousands) | Product or Service | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | EV products | $(1,312) | $3,170 | $2,753 | $8,066 | | Electric motorcycle products and services | 1,415 | 4,249 | 6,300 | 8,779 | | Charging, batteries and powertrain products | 482 | 206 | 1,989 | 583 | | Total revenue | $665 | $8,221 | $11,643 | $18,943 | - Negative revenue in North America's EV products is attributed to a change in accounting estimate related to dealer sales returns in the Solectrac business unit, leading to a **$2.8 million** debit to sales[78](index=78&type=chunk) - Grant revenue for the nine months ended September 30, 2023, increased to **$0.5 million** from **$0.3 million** in the prior year[77](index=77&type=chunk) [Note 4. Acquisitions and Divestitures](index=25&type=section&id=Note%204.%20Acquisitions%20and%20Divestitures) This note details the company's acquisition and divestiture activities, including the acquisition of VIA Motors in January 2023 and Energica in March 2022 - Acquired VIA Motors on January 31, 2023, for a purchase price of **$112.8 million**, including common shares, preferred shares, SAFE note, secured convertible note, and contingent consideration[84](index=84&type=chunk)[86](index=86&type=chunk) - VIA acquisition resulted in the recognition of **$104.2 million** in development technology intangible assets and **$13.0 million** in goodwill, both of which were subsequently written down to zero in the three months ended September 30, 2023[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) - Completed the sale of Timios Operations (Fiducia) on July 25, 2023, for **$0.45 million** cash (net) and extinguishment of **$2.4 million** in convertible notes owed to YA II PN, recognizing a **$1.7 million** gain[101](index=101&type=chunk) - Incurred **$11.7 million** in transaction costs related to the VIA acquisition during the nine months ended September 30, 2023[102](index=102&type=chunk) [Note 5. Restructuring](index=29&type=section&id=Note%205.%20Restructuring) The company is restructuring its China EV resale activities and winding down Tree Technology business, leading to significant reductions in operational scale and employee termination costs - Board authorized a plan to restructure China EV resale activities, aiming for reduced operational scale, simplified legal structure, and a pivot to margin expansion[103](index=103&type=chunk) - Recorded **$0.9 million** in restructuring charges for China and **$0.4 million** for Tree Technology wind-down as of September 30, 2023, primarily for employee termination costs[104](index=104&type=chunk) - China and Tree Technology completed all expected run-off activities and were classified as discontinued operations[106](index=106&type=chunk) [Note 6. Property and Equipment, net](index=30&type=section&id=Note%206.%20Property%20and%20Equipment%2C%20net) The company's net property and equipment increased to $11.1 million as of September 30, 2023, from $7.8 million at December 31, 2022, primarily due to an increase in construction in progress Property and Equipment, net (in thousands) | Category | Sep 30, 2023 | Dec 31, 2022 | | :------------------------- | :----------- | :----------- | | Total property and equipment | $10,127 | $9,696 | | Less: accumulated depreciation | (3,165) | (1,851) | | Construction in progress | 4,166 | — | | Property and equipment, net | $11,128 | $7,845 | - Depreciation expense for the nine months ended September 30, 2023, increased to **$1.8 million** from **$1.1 million** in the prior year[108](index=108&type=chunk) [Note 7. Goodwill and Intangible Assets](index=30&type=section&id=Note%207.%20Goodwill%20and%20Intangible%20Assets) Goodwill decreased to $37.3 million as of September 30, 2023, primarily due to a $10.7 million impairment loss related to VIA Motors, partially offset by $13.0 million goodwill acquired from VIA Changes in Goodwill (in thousands) | Metric | Amount | | :----------------------------------------- | :----------- | | Balance as of December 31, 2022 | $37,775 | | Impairment losses | (10,712) | | Goodwill acquired during the year | 13,020 | | Measurement period adjustments | (2,308) | | Effect of change in foreign currency exchange rates | (521) | | Balance as of September 30, 2023 | $37,254 | Intangible Assets, Net (in thousands) | Category | Sep 30, 2023 | Dec 31, 2022 | | :--------------------------------------- | :----------- | :----------- | | Patents, trademarks and brands | $13,322 | $14,074 | | Customer relationships | 12,071 | 13,113 | | Technology | 14,421 | 16,270 | | Total definite lived intangible assets | 39,955 | 43,597 | | Total intangible assets | $39,980 | $43,622 | - Recorded an impairment charge of **$104.4 million** for VIA Motors' intangible assets in the three and nine months ended September 30, 2023, due to revised production and sales goals[113](index=113&type=chunk) - Amortization expense for intangible assets increased to **$14.4 million** for the nine months ended September 30, 2023, from **$2.9 million** in the prior year, primarily due to VIA acquisitions[114](index=114&type=chunk) [Note 8. Debt](index=32&type=section&id=Note%208.%20Debt) Total debt increased to $18.1 million as of September 30, 2023, from $13.7 million at December 31, 2022, with a weighted average interest rate of 9.5% Debt Summary (in thousands) | Debt Type | Sep 30, 2023 Carrying Amount | Dec 31, 2022 Carrying Amount | | :---------------------------------------- | :--------------------------- | :--------------------------- | | YA II PN Convertible Debentures | $6,149 | $3,928 | | Tillou promissory note | 2,236 | 2,021 | | Therese promissory note | 1,038 | — | | Other lending agreements | 7,964 | 6,561 | | Total | $18,065 | $13,721 | | Less: Current portion | (16,392) | (11,764) | | Long-term Note, less current portion | $1,673 | $1,957 | - Weighted average interest rate for borrowings increased to **9.5%** as of September 30, 2023, from **8.1%** at December 31, 2022[116](index=116&type=chunk) - The company breached at least two covenants, including timely SEC filings and minimum stock purchase from officers/directors, though Yorkville has not asserted breach and extended additional loans[117](index=117&type=chunk) - Entered into multiple amendments to the Secured Debenture Purchase Agreement with YA II PN, purchasing additional debentures totaling **$8.1 million** in principal amount during the nine months ended September 30, 2023[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk)[123](index=123&type=chunk) [Note 9. Convertible Preferred Stock](index=33&type=section&id=Note%209.%20Convertible%20Preferred%20Stock) The company authorized and issued Series C Preferred Stock and engaged in significant transactions involving Series B Preferred Stock, including warrant exercises and a settlement agreement with Acuitas - Authorized **2.0 million** shares of Preferred Stock Series C, with **1,159,276** shares issued as of September 30, 2023, convertible into **0.16** shares of common stock per preferred share[128](index=128&type=chunk)[129](index=129&type=chunk) - Issued **3.2 million** common shares for warrant cashless exercise related to Series B Preferred Stock, and the remaining **$1.0 million** warrant liabilities were reversed to Additional Paid-in Capital[130](index=130&type=chunk) - Settled disputes with Acuitas Capital, LLC regarding the Securities Purchase Agreement and YA II PN agreed to acquire the remaining **6 million** shares of Preferred Stock Series B[131](index=131&type=chunk) [Note 10. Related Party Transactions](index=34&type=section&id=Note%2010.%20Related%20Party%20Transactions) This note details various transactions with related parties, including Dr Wu, Glory, Tree Technology minority shareholders, Energica management, Tillou, and Therese Lee Carabillo - As of September 30, 2023, the company had **$0.2 million** in receivables from and **$0.7 million** in payables to Dr Wu and his affiliates[132](index=132&type=chunk) - Energica purchased **$0.1 million** in materials and services from entities owned by its senior management during the nine months ended September 30, 2023, with **$1.4 million** outstanding payable[137](index=137&type=chunk) - Entered into a **$2.0 million** promissory note with Tillou (an entity controlled by the Executive Chairman's father) on March 19, 2023, bearing **20%** interest[141](index=141&type=chunk) - Entered into a **$1.0 million** secured promissory note with Therese Lee Carabillo on April 6, 2023, with a **20%** interest rate and a personal guarantee from the Executive Chairman[143](index=143&type=chunk) [Note 11. Share-Based Compensation](index=36&type=section&id=Note%2011.%20Share-Based%20Compensation) Share-based compensation expense for the nine months ended September 30, 2023, was $6.5 million - Total share-based payments expense for the nine months ended September 30, 2023, was **$6.5 million**, compared to **$7.4 million** in the prior year[149](index=149&type=chunk) Stock Option Activity (Nine Months Ended Sep 30, 2023) | Metric | Options Outstanding | | :-------------------------------------- | :------------------ | | Outstanding at January 1, 2023 | 268,323 | | Granted | 2,800 | | Expired | (37,896) | | Forfeited | (21,463) | | Outstanding at September 30, 2023 | 211,764 | | Vested as of September 30, 2023 | 183,442 | | Expected to vest as of September 30, 2023 | 28,322 | - As of September 30, 2023, **$0.8 million** of unrecognized compensation cost related to unvested restricted shares is expected to be recognized over a weighted average period of **1.17 years**[155](index=155&type=chunk)[151](index=151&type=chunk) [Note 12. Net Loss Per Common Share](index=38&type=section&id=Note%2012.%20Net%20Loss%20Per%20Common%20Share) Basic and diluted loss per share from continuing operations was $(17.07) for the nine months ended September 30, 2023, and total basic and diluted loss per share was $(19.68) Net Loss Per Common Share (Nine Months Ended Sep 30) | Metric | 2023 | 2022 | | :----------------------------------------- | :---------- | :---------- | | Net loss from continuing operations | $(158,614) | $(83,455) | | Net loss from discontinued operations | $(24,206) | $(20,237) | | Net loss attributable to Ideanomics, Inc. common stockholders | $(182,820) | $(103,692) | | Basic and diluted loss per share | $(19.68) | $(26.11) | - Diluted loss per share equals basic loss per share because the effect of securities convertible into common shares (warrants, options, RSUs, preferred stock, convertible notes) was anti-dilutive[157](index=157&type=chunk)[158](index=158&type=chunk) [Note 13. Income Taxes](index=38&type=section&id=Note%2013.%20Income%20Taxes) The company recognized an income tax benefit of $4.3 million from continuing operations for the nine months ended September 30, 2023, primarily due to a $2.4 million reduction in valuation allowance from the VIA acquisition and $1.8 million from VIA's operations - Recognized a **$4.2 million** deferred tax liability on the VIA acquisition in January 2023, primarily related to intangible assets[159](index=159&type=chunk) - A one-time income tax benefit of approximately **$2.4 million** resulted from the utilization of deferred tax assets to offset newly acquired deferred tax liabilities from the VIA acquisition[159](index=159&type=chunk) - Total income tax benefit from continuing operations for the nine months ended September 30, 2023, was approximately **$4.3 million**[160](index=160&type=chunk) [Note 14. Commitments and Contingencies](index=39&type=section&id=Note%2014.%20Commitments%20and%20Contingencies) The company is involved in various legal proceedings, including shareholder class actions, merger-related litigation, and an ongoing SEC investigation related to past disclosures and accounting - Shareholder class actions (Lundy v Ideanomics Inc et al, Kim v Ideanomics Inc et al) alleging violations of Section **10(b)** and **20(a)** of the Exchange Act were dismissed by the Court in February 2023[164](index=164&type=chunk) - Subject to an ongoing SEC investigation regarding disclosures, transactions, and accounting from **2017-2019**, with a preliminary determination to recommend enforcement action[167](index=167&type=chunk) - Settled arbitration with former CFO Conor McCarthy for **$0.7 million**, with **$0.4 million** remaining recorded in accrued salaries[168](index=168&type=chunk) - A default judgment of approximately **$2.8 million** was entered against the company in Osirius Group v Ideanomics, with **$1.5 million** remaining to be paid[172](index=172&type=chunk) [Note 15. Contingent Consideration](index=41&type=section&id=Note%2015.%20Contingent%20Consideration) Contingent consideration liabilities decreased significantly from $0.9 million at December 31, 2022, to $0.08 million at September 30, 2023 Contingent Consideration (in thousands) | Metric | Sep 30, 2023 | Dec 31, 2022 | | :-------------------------------------- | :----------- | :----------- | | Tree Technology - Contingent consideration | $78 | $118 | | DBOT - Contingent consideration | — | 649 | | Solectrac - Contingent consideration | — | 100 | | VIA - Contingent consideration | — | — | | Total | $78 | $867 | - The fair value of VIA contingent consideration at acquisition (January 31, 2023) was **$73.6 million**, but a remeasurement gain of **$74.4 million** was recorded in the nine months ended September 30, 2023, reducing its value to zero due to changes in EV market projections[183](index=183&type=chunk)[185](index=185&type=chunk) - The company reversed remaining liabilities for DBOT contingent consideration, believing it has no further obligation[175](index=175&type=chunk) [Note 16. Subsequent Events](index=43&type=section&id=Note%2016.%20Subsequent%20Events) Subsequent events include the agreement for a $1.3 million Secured Convertible Debenture (Seventh Debenture) with YA II PN, due January 31, 2024, and a $0.5 million earnest payment received for exclusive discussions regarding the sale of US Hybrid - On October 27, 2023, agreed to a **$1.3 million** Secured Convertible Debenture (Seventh Debenture) with YA II PN, due January 31, 2024, with an **8%** interest rate (**18%** upon default)[186](index=186&type=chunk) - On November 7, 2023, received a **$0.5 million** earnest payment for exclusive discussions on the sale of US Hybrid, though no definitive agreements have been reached[187](index=187&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting key factors affecting performance, significant transactions, and future outlook - Ideanomics is focused on accelerating commercial EV adoption in local and last-mile delivery vehicles and associated charging products[193](index=193&type=chunk) - Significant transactions include the acquisition of VIA Motors in January 2023 and the classification of Timios and China as discontinued operations, with Energica, Solectrac, Wave Technologies, and US Hybrid classified as assets held for sale[194](index=194&type=chunk)[195](index=195&type=chunk)[197](index=197&type=chunk) - Financial performance is heavily impacted by the company's ability to access equity and debt markets to fund EV operations, which are not yet profitable, and the pace of EV mobility adoption, affected by supply chain constraints and rising interest rates[198](index=198&type=chunk)[199](index=199&type=chunk) [OVERVIEW](index=45&type=section&id=OVERVIEW) This section provides a high-level summary of the company's business, strategic focus, and significant operational changes - Ideanomics operates in one segment focused on accelerating commercial EV adoption in local and last-mile delivery vehicles and associated charging products[193](index=193&type=chunk) - Completed the acquisition of VIA Motors on January 31, 2023[194](index=194&type=chunk) - Timios and China business components were classified as discontinued operations during Q2 2023; Energica, Solectrac, Wave Technologies, and US Hybrid were classified as assets held for sale[195](index=195&type=chunk)[197](index=197&type=chunk) [CRITICAL ACCOUNTING POLICIES AND ESTIMATES](index=46&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) This section discusses the key accounting policies and estimates that require significant judgment in financial reporting - The preparation of consolidated financial statements requires significant estimates and assumptions that affect reported amounts, with actual results potentially differing significantly[200](index=200&type=chunk) - Information on new accounting pronouncements is included in Note 2 to the consolidated financial statements[202](index=202&type=chunk) [RESULTS OF OPERATIONS - continuing operations](index=47&type=section&id=RESULTS%20OF%20OPERATIONS%20-%20continuing%20operations) This section analyzes the financial performance of the company's continuing operations, including revenue and expenses Key Financial Performance (Continuing Operations, in thousands) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :----------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revenue | $665 | $8,221 | $11,643 | $18,943 | | Gross (loss) profit | $(1,453) | $(657) | $(2,288) | $82 | | Total operating expenses | 68,689 | 33,804 | 173,547 | 98,603 | | Loss from operations | $(70,142) | $(34,461) | $(175,835) | $(98,521) | | Net loss from continuing operations | $(62,225) | $(33,322) | $(163,367) | $(86,980) | - Revenue decreased by **91.9%** for the three months and **38.5%** for the nine months, primarily due to reduced EV products and electric motorcycle sales, and a negative adjustment for Solectrac dealer sales returns[209](index=209&type=chunk)[210](index=210&type=chunk) - Gross profit ratio for continuing operations was **(218.5)%** for the three months and **(19.7)%** for the nine months ended September 30, 2023, a significant decline from the prior year[217](index=217&type=chunk) - Operating expenses increased significantly, driven by **$104.3 million** in asset impairments and **$10.7 million** in goodwill impairments related to VIA Motors, and a **$61.5 million** change in fair value of contingent consideration[204](index=204&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=56&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section assesses the company's ability to generate and manage cash, fund operations, and meet its financial obligations Cash Flows Summary (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(44,764) | $(109,287) | | Net cash used in investing activities | $(2,847) | $(90,848) | | Net cash provided by (used in) financing activities | $31,919 | $(42,788) | | Net decrease in cash and cash equivalents | $(15,734) | $(244,678) | | Total cash, end of period | $6,195 | $25,185 | - Cash and cash equivalents totaled **$6.2 million** as of September 30, 2023, with **$1.9 million** in continuing operations and **$4.3 million** in discontinued operations[240](index=240&type=chunk) - Cash held in China (**$5.6 million**) is subject to local foreign exchange regulations and is not considered available for operations outside the PRC[65](index=65&type=chunk)[240](index=240&type=chunk) - The company is focused on raising capital through divestiture of business components and assets, including Timios, Energica, Wave Technologies, Solectrac, and US Hybrid[245](index=245&type=chunk) [OUTLOOK](index=58&type=section&id=OUTLOOK) This section outlines the company's strategic objectives, future plans, and expectations for its business and market position - The company aims to accelerate commercial EV adoption, focusing on local and last-mile delivery vehicles and associated charging products[248](index=248&type=chunk) - Management believes the aggregate intrinsic value of its subsidiaries exceeds current public market capitalization and is considering strategic investments or divestments to enhance shareholder value[249](index=249&type=chunk) - Plans to invest in continuous technology and product development and manufacturing expansion to support increasing demand, while also exploring growth opportunities in AI related to the Mobility market[250](index=250&type=chunk)[251](index=251&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=59&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to interest rate risk on its cash and cash equivalents and foreign currency risk due to international operations - Cash and cash equivalents of **$1.9 million** as of September 30, 2023, are primarily invested in low-risk money market funds, limiting material impact from interest rate changes[254](index=254&type=chunk) - A hypothetical **10%** change in foreign currency rates could result in an approximate **$0.4 million** adjustment to the income statement[255](index=255&type=chunk) - Foreign currency exchange losses were **$0.1 million** for the nine months ended September 30, 2023, a significant decrease from **$5.1 million** in the prior year[256](index=256&type=chunk) [Item 4. Controls and Procedures](index=59&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2023, in ensuring timely and accurate reporting of material information - Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective as of September 30, 2023[257](index=257&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended September 30, 2023, and the company continues to invest resources to upgrade internal controls[258](index=258&type=chunk) [PART II - OTHER INFORMATION](index=60&type=section&id=PART%20II%20OTHER%20INFORMATION) This section contains non-financial information and other disclosures required for the reporting period [Item 1. Legal Proceedings](index=60&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 14, Commitments and Contingencies, for a detailed description of the company's legal proceedings - Details of legal proceedings are provided in Note 14, Commitments and Contingencies, to the consolidated financial statements[260](index=260&type=chunk) [Item 1A. Risk Factors](index=60&type=section&id=Item%201A.%20Risk%20Factors) The company refers to its Annual Report on Form 10-K for the year ended December 31, 2022, for a description of applicable risk factors - No material changes in risk factors have occurred since the Annual Report on Form 10-K for the year ended December 31, 2022[261](index=261&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=60&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on any unregistered sales of equity securities and the use of proceeds during the period - No unregistered sales of equity securities occurred during the period, beyond those previously reported in Form 8-K filings[262](index=262&type=chunk) [Item 3. Defaults Upon Senior Securities](index=60&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section reports on any defaults upon senior securities during the period - No defaults upon senior securities occurred during the reporting period[262](index=262&type=chunk) [Item 4. Mine Safety Disclosures](index=60&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company [Item 5. Other Information](index=60&type=section&id=Item%205.%20Other%20Information) This item is not applicable to the company [Item 6. Exhibits](index=61&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including articles of incorporation, bylaws, certificates of designation for preferred stock, debt agreements, and certifications - Includes various corporate governance documents (Articles of Incorporation, Bylaws, Certificates of Designation for Preferred Stock Series A, B, C, D, E)[265](index=265&type=chunk) - Lists several amendments to the Secured Debenture Purchase Agreement and related debentures[265](index=265&type=chunk) - Contains certifications of Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Act[265](index=265&type=chunk) [Signatures](index=63&type=section&id=Signatures) This section confirms the official signing and certification of the report by authorized company officers - The report was signed by Scott Morrison, Chief Financial Officer, on November 21, 2023[270](index=270&type=chunk)