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Long-term Investments
12 Months Ended
Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]  
Long-term Investments Long-term Investments
The following table summarizes the composition of long-term investments (in thousands):
December 31,
2022
December 31,
2021
Non-marketable equity investments$7,500 $7,500 
Equity method investments2,784 28,088 
Total$10,284 $35,588 
Non-marketable equity investments

Our non-marketable equity investments are investments in privately held companies without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Based on management’s analysis of certain investment’s performance, there were no impairment losses recorded in the year ended
December 31, 2022, and impairment losses of $4.5 million and $0.2 million were recorded in the years ended December 31, 2021 and 2020, and are recorded in “Asset impairments” in the consolidated statements of operations.
Equity method investments
The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands):
December 31, 2022
January 1, 2021AdditionIncome (loss)
on investment
Foreign currency translation adjImpairment
losses
Reclassification to subsidiariesReturn of basisDecember 31, 2022
Energica(a)$12,329 $— $(1,031)$— $— $(11,298)$— $— 
FNL(b)2,856 — (915)— (1,941)— — — 
MDI Fund(c)3,765 401 (406)— (3,102)— (658)— 
PEA(d)9,138 — (626)(1,766)(6,746)— — — 
Orangegrid(e)— 3,076 (292)— — — — 2,784 
Total$28,088 $3,477 $(3,270)$(1,766)$(11,789)$(11,298)$(658)$2,784 

December 31, 2021
January 1, 2020AdditionIncome (loss)
on investment
Reclassification to equity method investeeImpairment
losses
Reclassification
to subsidiaries
Dilution loss due to investee share issuanceDecember 31, 2021
Solectrac(f)$2,556 $— $(153)$— $— $(2,372)$(31)$— 
Energica(a)— 13,555 (1,226)— — — — 12,329 
FNL(b)— 3,505 (899)250 — — — 2,856 
MDI Fund(c)— 4,646 (881)— — — — 3,765 
TM2(g)1,144 7,226 (506)— (7,864)— — — 
PEA(d)— 9,138 — — — — — 9,138 
Total$3,700 $38,070 $(3,665)$250 $(7,864)$(2,372)$(31)$28,088 
The Company has received no dividends from equity method investees in the years ended December 31, 2022, 2021 and 2020.

(a)Energica
Refer to Note 6.
(b)FNL

On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, which included the investment of $2.9 million cash into FNL, the issuance of 0.1 million shares of Ideanomics common stock, and 100.0% of the common stock outstanding of Grapevine. Ideanomics received 0.6 million shares of common stock of FNL at a subscription price of $8.09 per share of common stock, and Ideanomics also converted a $250,000 SAFE into 30,902 shares of common stock. The Company determined that the basis in the FNL investment is the aggregate of the cash invested, including the SAFE, the fair value of the Ideanomics common stock issued, and the fair value of Grapevine. As a result of this transaction, Ideanomics owns 29.0% of the common stock outstanding of FNL, and FNL appointed Alfred Poor, Ideanomics’ Chief Executive Officer, to be a member of its board of directors.

In the fourth quarter of 2022, FNL continued to pursue securing incremental funds. Success has been limited and they requested the loan be converted into equity in the fourth quarter of 2022. After rejecting the offer to convert, the company sold the loan at a loss to an investor in FNL in the fourth quarter. In addition, FNL currently has financial payables significantly in excess of cash balances and available committed credit.

Based on the limited success in raising funds in 2022 to date and the perceived decline in value of the platform evidenced by the lack of success in raising funds, the company has concluded the investment should be impaired. The investment was fully impaired at year end December 31, 2022.

The Company has decided to account for FNL on a one quarter lag, as FNL is in the development stage and will require the additional time to prepare financial statements in accordance with U.S. GAAP.
(c)MDI Fund

On July 26, 2021, the Company entered into a subscription agreement to invest $25.0 million in the MDI Fund. The MDI Fund an organization of minority-owned banks that aim to increase inclusivity in the financial services industry, is sponsored by the National Bankers’ Association. The MDI Fund will provide capital resources primarily in low and moderate income areas to grow a more skilled workforce, increase employment opportunities, and support businesses’ growth among minority and underserved communities. The initial investment of $0.6 million was made on July 26, 2021. As capital markets continue their rotation from growth to value investments, the company has evaluated impairment risks associated with all of its investments and adjusted the carrying values to reflect the valuation risks associated. As part of this investment review, we have impaired the investment in MDI. As a result, impairment losses of $3.1 million were recorded in the year ended December 31, 2022, and are recorded in “Asset impairments” in the consolidated statements of operations.

(d)PEA

On August 2, 2021, the Company announced a strategic investment in PEA, a business unit within the Prettl Group, a large German industrial company that manufactures and distributes components and systems for the automotive, energy, and electronics industries. The terms include a strategic investment of €7.5 million ($9.1 million) for 11,175 preferred shares. Ideanomics will receive exclusive sales and distribution rights for PEA charging infrastructure products and solutions in North America and CEO Alf Poor joined PEA's Board of Directors. The Company received legal ownership as of October 19, 2021, after payment of €7.5 million ($9.1 million) representing a 30% equity ownership. In the fourth quarter of 2022, Prettl reassessed timing associated with product introduction in the North American market and identified risks which could result in delays and potential incremental costs, which result in revisions to the timing of the recovery of the investment in Prettl. Consequently, the company has adjusted the carrying value of the equity method investment to incorporate updated product launch timing and the costs required to successfully launch product. As a result, impairment losses of $6.7 million were recorded in the year ended December 31, 2022, and are recorded in “Asset impairments” in the consolidated statements of operations.

(e)Orangegrid

On May 20, 2022, Timios purchased 6.6 million Series A-1 preferred share units in Orangegrid for a total investment of $3.0 million. Orangegrid is a developer and vendor of software technologies which improve the operational efficiency and effectiveness of financial institutions and their service providers. Timios and Orangegrid also entered into a strategic partnership making Timios the preferred provider of title, escrow, valuation and asset management services within OrangeGrid's GridReady default management ecosystem.

The Company has decided to account for Orangegrid on a one quarter lag due to the availability of financial results.
(f)Solectrac

On October 22, 2020, the Company acquired 1.4 million common shares, representing 15.0% of the total common shares outstanding, of Solectrac for a purchase price of $0.91 per share, for total consideration of $1.3 million. On November 19, 2020, Ideanomics acquired an additional 1.3 million shares of common stock for $1.00 per share, for a subsequent investment of $1.3 million. The Company’s ownership in Solectrac was diluted to 24.3% as of March 31, 2021 due to the new share issuance by Solectrac during the three months ended March 31, 2021.

On June 11, 2021, Ideanomics entered into a stock purchase agreement and plan of merger with Solectrac and its shareholders, and acquired the remaining common shares outstanding of Solectrac for total consideration of $17.7 million. Ideanomics now owns 100% of Solectrac, and commenced consolidation of Solectrac on that date. Refer to Note 6 for additional information on the acquisition of Solectrac.

(g)TM2

On January 28, 2021, the Company entered into a SAFE with TM2. As of August 13, 2021, the SAFE was amended to which Ideanomics would invest €5.0 million ($5.9 million), an increase in the investment of €3.5 million ($4.1 million), from the original contracted investment of €1.5 million ($1.8 million.) If there is an equity financing (of above €5.0 million ($6.8 million)) during the twelve months immediately following execution of the SAFE, on the initial closing of such equity financing the SAFE will automatically convert into the number of ordinary shares equal to the purchase amount divided by the lowest price per share of the ordinary shares paid during such equity financing. If no equity financing has taken place during the twelve-month period immediately following the date of the SAFE, the parties shall in good faith attempt for one month to agree
to a fair value per ordinary share represented by the SAFE, following which the SAFE shall convert into the number of ordinary shares equal to the purchase amount divided by such fair value. If the parties are unable to establish a fair value per ordinary share within such one-month period, the Company shall be entitled to convert the purchase amount into ordinary shares based on the pre-investment valuation of the Company of €10.0 million ($11.1 million) on December 20, 2019, plus the value of any investment into the SAFE since the original investment resulting in a current valuation of the Company of €11.0 million ($12.5 million), but subject to increase by the amount of any further debt, equity, convertible investment prior to January 28, 2022. In the event of a non-qualifying financing, TM2 shall provide the Company with sufficient information to verify such funding and increase in valuation. The Company accounts for TM2 as an equity method investment, as it holds a 10.0% equity ownership interest and has one of four seats on the board of directors.