Exhibit 99.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2020
IDEANOMICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 20-1778374 |
|
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
| 001-35561 |
| (Commission File Number) |
55 Broadway, 19th Floor, New York, NY 10006
(Address of principal executive offices) (Zip Code)
212-206-1216
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $.001 | IDEX | The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02. | Results of Operations and Financial Condition. |
On August 10, 2020, Ideanomics, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2020. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any other filings under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 7.01. | Regulation FD Disclosure. |
The Company is furnishing the Securities and Exchange Commission with its investor presentation dated August 10, 2020 (the “Investor Presentation”). The Investor Presentation is being posted to the Company’s website. A copy of this Investor Presentation is furnished as Exhibit 99.2 and incorporated herein by reference.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act), except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description |
| 99.1 | Press Release dated August 10, 2020. |
| 99.2 | Investor Presentation, dated August 10, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ideanomics, Inc. | |||
| Date: August 10, 2020 | By: | /s/ Alfred Poor | |
| Alfred Poor | |||
| Chief Executive Officer | |||
Exhibit 99.1
Ideanomics, Inc. Reports Q2 2020 Financial Results
| - | Revenues for the three months ended June 30, 2020, was $4.7 million |
| - | Strengthened cash position, finished the quarter with $36 million |
| - | Continued progress in MEG activities as the value of its S2F2C business model is gains traction in the EV industry |
New York, NY August 10, 2020/PRNewswire/ -- Ideanomics (NASDAQ: IDEX) ("Ideanomics" or the "Company"), a global company focused on monetizing the adoption of commercial electric vehicles and associated energy consumption, as well as enabling the next generation of financial services and fintech products, announced today its second quarter 2020 operating results for the period ended June 30, 2020 (a full copy of the Company's 10-Q report is available at www.sec.gov).
Conference Call: Ideanomics' management, including Alf Poor (Chief Executive Officer), Conor McCarthy (Chief Financial Officer) and Tony Sklar (VP of Communications and Head of Investor Relations), will host live an earnings release conference call at 4:30 pm ET, Monday, August 10, 2020. http://investors.ideanomics.com. Time permitting, Ideanomics management will answer questions during the live Q&A session. A replay of the earnings call will be available soon after the conclusion of the event.
To join the webcast, please visit the 'Events & Presentations' section of the Ideanomics corporate website (http://www.ideanomics.com/), or copy/paste this link:
https://78449.themediaframe.com/dataconf/productusers/ssc/mediaframe/39249/indexl.html
"We are very pleased with the pace of our sales growth in the new energy vehicle industry," said Alf Poor, CEO of Ideanomics. "As the rate of global electric vehicle (EV) adoption continues to rise and technology advancements make EVs more accessible, our Sales to Financing to Charging (S2F2C) business model is positioned to add value for commercial fleet operators in all areas of their business."
Ideanomics Second Quarter 2020 Operating Results
Revenue for the three months ended June 30, 2020, was $4.7 million. The second quarter revenues are the largest revenues from MEG since the Company commenced EV sales demonstrating the underlying strength of MEG’s business, particularly as these revenues were earned during a period when China’s economy was still returning to normal after the Covid-19 lockdown.
Performance on a sequential basis, revenues saw improvement in the second quarter of $4.7 million versus $378,000 in the first quarter ending March 31, 2020.
Gross Profit
Gross profit for second quarter was $255,000 which represented a gross margin of 4.9%.
Second quarter operating expense was $16.5 million as compared to $8.0 million in the same period in 2019. The increase was due principally to a one-time non-cash impairment charge of $6.2 million related to the decision to terminate our office lease at 55 Broadway. Excluding the impairment charge, operating expenses for the second quarter was $10.3 million versus $8.0 million in the prior year.
Operating Loss
The loss from operations was $16.3 million, however, excluding the one-time impairment charge, the loss would have been $10.1 million as compared to $5.7 million in the prior period. Management continues to look for ways to reduce costs and allocate spending to the projects with the highest rate of return. Expenses for the current period include $17.4 million of non-cash expense related to impairment charges, interest expense, and debt conversion.
About Ideanomics
Ideanomics is a global company focused on facilitating the adoption of commercial electric vehicles and developing next generation financial services and Fintech products. Its electric vehicle division, Mobile Energy Global (MEG) provides group purchasing discounts on commercial electric vehicles, EV batteries and electricity as well as financing and charging solutions. Ideanomics Capital includes DBOT ATS and Intelligenta which provide innovative financial services solutions powered by AI and blockchain. MEG and Ideanomics Capital provide our global customers and partners with better efficiencies and technologies and greater access to global markets.
The company is headquartered in New York, NY, and has offices in Beijing and Qingdao, China.
Safe Harbor Statement
This press release contains certain statements that may include "forward looking statements". All statements other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties, and include statements regarding our intention to transition our business model to become a next-generation financial technology company, our business strategy and planned product offerings, our intention to phase out our oil trading and consumer electronics businesses, and potential future financial results. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, such as risks related to: our ability to continue as a going concern; our ability to raise additional financing to meet our business requirements; the transformation of our business model; fluctuations in our operating results; strain to our personnel management, financial systems and other resources as we grow our business; our ability to attract and retain key employees and senior management; competitive pressure; our international operations; and other risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, and similar disclosures in subsequent reports filed with the SEC, which are available on the SEC website at www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Investor Relations and Media Contact
Tony Sklar, VP of Communications
55 Broadway, 19th Floor New York, New York 10006
Email: ir@ideanomics.com
Valerie Christopherson / Lora Wilson
Global Results Communications (GRC)
+1 949 306 6476
valeriec@globalresultspr.com
IDEANOMICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD in thousands)
IDEANOMICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD in thousands)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | |||||||||||||
| Revenue from third-parties | $ | 4,685 | $ | 354 | $ | 5,063 | $ | 700 | ||||||||
| Revenue from related parties | 7 | 14,100 | 7 | 40,700 | ||||||||||||
| Total revenue | 4,692 | 14,454 | 5,070 | 41,400 | ||||||||||||
| Cost of revenue from third-parties | 4,435 | 250 | 4,769 | 507 | ||||||||||||
| Cost of revenue from related parties | 2 | 466 | 2 | 467 | ||||||||||||
| Gross profit | 255 | 13,738 | 299 | 40,426 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative expenses | 6,725 | 6,485 | 12,552 | 10,672 | ||||||||||||
| Professional fees | 2,372 | 1,169 | 4,128 | 2,530 | ||||||||||||
| Impairment loss | 6,200 | — | 7,088 | — | ||||||||||||
| Acquisition earn-out expense, net | 746 | — | 1,279 | — | ||||||||||||
| Depreciation and amortization | 481 | 370 | 957 | 614 | ||||||||||||
| Total operating expenses | 16,524 | 8,024 | 26,004 | 13,816 | ||||||||||||
| Income (loss) from operations | (16,269 | ) | 5,714 | (25,705 | ) | 26,610 | ||||||||||
| Interest and other income (expense): | ||||||||||||||||
| Interest expense, net | (8,890 | ) | (581 | ) | (12,047 | ) | (1,316 | ) | ||||||||
| Equity in loss of equity method investees | (12 | ) | (286 | ) | (15 | ) | (566 | ) | ||||||||
| Conversion expense | (2,266 | ) | — | (2,266 | ) | — | ||||||||||
| Other income (expense) | 1,015 | 2 | 989 | (56 | ) | |||||||||||
| Income (loss) before income taxes and non-controlling interest | (26,422 | ) | 4,849 | (39,044 | ) | 24,672 | ||||||||||
| Income tax benefit | — | 428 | 514 | |||||||||||||
| Net income (loss) | (26,422 | ) | 5,277 | (39,044 | ) | 25,186 | ||||||||||
| Deemed dividend related to warrant repricing | (184 | ) | — | (184 | ) | — | ||||||||||
| Net loss attributable to common stockholders | (26,606 | ) | 5,277 | (39,228 | ) | 25,186 | ||||||||||
| Net loss attributable to non-controlling interest | 28 | 15 | 300 | 33 | ||||||||||||
| Net income (loss) attributable to IDEX common shareholders | $ | (26,578 | ) | $ | 5,292 | $ | (38,928 | ) | $ | 25,219 | ||||||
| Earnings (loss) per share | ||||||||||||||||
| Basic | $ | (0.15 | ) | $ | 0.05 | $ | (0.23 | ) | $ | 0.24 | ||||||
| Diluted | (0.15 | ) | 0.05 | (0.23 | ) | 0.22 | ||||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | 180,034,278 | 108,694,719 | 168,946,960 | 107,029,448 | ||||||||||||
| Diluted | 180,034,278 | 112,461,401 | 168,946,960 | 117,605,184 | ||||||||||||
Exhibit 99.2