Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 13-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Sysorex Global Holdings Corp. | |
Entity Central Index Key | 1529113 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 19,811,407 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current Assets | ||
Cash and cash equivalents | $2,695 | $3,228 |
Accounts receivable, net | 9,069 | 8,225 |
Notes receivable, related party | 90 | 90 |
Notes and other receivables | 1,702 | 1,294 |
Inventory | 542 | 610 |
Prepaid licenses and maintenance contracts | 7,179 | 7,151 |
Other current assets | 1,490 | 1,463 |
Total Current Assets | 22,767 | 22,061 |
Prepaid licenses and maintenance contracts, non-current | 5,818 | 6,200 |
Property and equipment, net | 1,227 | 1,308 |
Software development costs, net | 357 | 278 |
Intangible assets, net | 16,794 | 17,676 |
Goodwill | 13,166 | 13,166 |
Other assets | 1,350 | 1,371 |
Total Assets | 61,479 | 62,060 |
Current Liabilities | ||
Accounts payable | 8,282 | 7,468 |
Accrued Liabilities | 2,811 | 3,299 |
Deferred revenue | 8,888 | 8,689 |
Short-term debt | 7,272 | 5,418 |
Total Current Liabilities | 27,253 | 24,874 |
Long Term Liabilities | ||
Deferred revenue, non-current | 6,781 | 7,181 |
Long-term debt | 100 | 100 |
Other liabilities | 650 | 684 |
Total Liabilities | 34,784 | 32,839 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock - $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock - $0.001 par value; 50,000,000 shares authorized; 19,791,407 and 19,707,262 issued and outstanding | 20 | 20 |
Additional paid-in capital | 52,508 | 52,122 |
Due from Sysorex Consulting Inc. | -666 | -666 |
Accumulated other comprehensive income | -25 | -18 |
Accumulated deficit (excluding $2,441,960 reclassified to additional paid in capital in quasi-reorganization) | -23,541 | -20,641 |
Stockholders' Equity Attributable to Sysorex Global Holdings Corp. | 28,296 | 30,817 |
Non- controlling Interest | -1,601 | -1,596 |
Total Stockholders' Equity | 26,695 | 29,221 |
Total Liabilities and Stockholders' Equity | $61,479 | $62,060 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 19,791,407 | 19,707,262 |
Common stock, shares outstanding | 19,791,407 | 19,707,262 |
Accumulated deficit reclassified to additional paid in capital in quasi-reorganization | $2,441,960 | $2,441,960 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues | ||
Products | $10,388 | $13,225 |
Services | 3,734 | 3,095 |
Total Revenues | 14,122 | 16,320 |
Cost of Revenues | ||
Products | 8,650 | 10,708 |
Services | 1,425 | 1,262 |
Total Cost of Revenues | 10,075 | 11,970 |
Gross Profit | 4,047 | 4,350 |
Operating Expenses | ||
Research and development | 163 | 0 |
Sales and marketing | 2,463 | 2,297 |
General and administrative | 3,274 | 2,315 |
Acquisition related costs | 76 | 104 |
Amortization of intangibles | 882 | 328 |
Total Operating Expenses | 6,858 | 5,044 |
Loss from Operations | -2,811 | -694 |
Other Income (Expense) | ||
Interest expense | -99 | -108 |
Other | 5 | 14 |
Total Other Income (Expense) | -94 | -94 |
Loss before Provision for Income Taxes | -2,905 | -788 |
Provision for Income Taxes | -35 | |
Net Loss | -2,905 | -823 |
Net Loss Attributable to Non-controlling Interest | -5 | -43 |
Net Loss Attributable to Stockholders of Sysorex Global Holdings Corp. | ($2,900) | ($780) |
Net Loss Per Share - Basic and Diluted | ($0.15) | ($0.05) |
Weighted Average Shares Outstanding | ||
Basic and Diluted | 19,765,585 | 14,244,699 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | ($2,905) | ($823) |
Unrealized foreign exchange gain/(loss) from cumulative translation adjustments | -7 | 0 |
Unrealized holding gains in marketable securities including reclassification adjustment of realized gains included in net income | 0 | -3 |
Comprehensive Loss | ($2,912) | ($826) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-In Capital | Due from Sysorex Consulting, Inc. | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-controlling Interest |
In Thousands, except Share data | |||||||
Begining Balance at Dec. 31, 2014 | $29,221 | $20 | $52,122 | ($666) | ($18) | ($20,641) | ($1,596) |
Beginning Balance, Shares at Dec. 31, 2014 | 19,707,262 | ||||||
Common shares issued for services | 132 | 132 | |||||
Common shares issued for services, Shares | 84,145 | ||||||
Stock based compensation | 254 | 254 | |||||
Cumulative translation adjustment | -7 | -7 | |||||
Net loss | -2,905 | -2,900 | -5 | ||||
Ending Balance at Mar. 31, 2015 | $26,695 | $20 | $52,508 | ($666) | ($25) | ($23,541) | ($1,601) |
Ending Balance, Shares at Mar. 31, 2015 | 19,791,407 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash Flows from Operating Activities | ||
Net loss | ($2,905) | ($823) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 121 | 39 |
Amortization of intangible assets | 882 | 328 |
Stock based compensation | 386 | 192 |
Investment income | -3 | |
Amortization of deferred financing costs | 23 | |
Changes in operating assets and liabilities: | ||
Accounts receivable and other receivables | -1,252 | -94 |
Inventory | 68 | -52 |
Other current assets | -27 | -648 |
Prepaid licenses and maintenance contracts | 354 | -1,454 |
Other assets | -2 | 319 |
Accounts payable | 814 | 304 |
Accrued liabilities | -488 | -186 |
Deferred revenue | -201 | 1,760 |
Other liabilities | -34 | -16 |
Total Adjustments | 644 | 489 |
Net Cash Used in Operating Activities | -2,261 | -334 |
Cash Flows (Used in) Provided by Investing Activities | ||
Purchase of property and equipment | -22 | -11 |
Proceeds from the sale of marketable securities | 125 | |
Investment in capitalized software | -97 | -70 |
Net Cash Flows (Used in) Provided by Investing Activities | -119 | 44 |
Cash Flows Provided by Financing Activities | ||
Net proceeds (repayments) from bank facility | 1,980 | -423 |
Repayment of term loan | -125 | |
Net proceeds from issuance of common stock | 2,080 | |
Repayment of notes payable | -1 | -136 |
Net Cash Provided by Financing Activities | 1,854 | 1,521 |
Effect of Foreign Exchange Rate on Changes on Cash | -7 | |
Net (Decrease) Increase in Cash and Cash Equivalents | -533 | 1,231 |
Cash and Cash Equivalents - Beginning of period | 3,228 | 2,104 |
Cash and Cash Equivalents - End of period | 2,695 | 3,335 |
Cash paid for: | ||
Interest | 76 | 85 |
Income Taxes | $35 |
Organization_and_Nature_of_Bus
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2015 | |
Organization and Nature of Business | |
Organization and Nature of Business | Note 1 - Organization and Nature of Business |
Overview | |
Sysorex Global Holdings Corp. (“SGHC”), through its wholly-owned subsidiaries, AirPatrol Corporation and AirPatrol Research Corporation (“AirPatrol”), Lilien Systems (“Lilien”), Shoom, Inc. (“Shoom”), Sysorex Government Services, Inc. (“SGS”), Sysorex Federal, Inc. (“Sysorex Federal”) and the majority-owned subsidiary, Sysorex Arabia LLC (“SA”) (collectively the “Company”), provides big data analytics and location based products and related services for the cyber-security and Internet of Things markets. Sysorex also provides supporting products and services including enterprise computing and storage, virtualization, business continuity, data migration, custom application development, networking and information technology business consulting services. The Company is headquartered in California, and has subsidiary offices in Virginia, Maryland, Oregon, Hawaii, State of Washington, California, Vancouver, Canada and Riyadh, Saudi Arabia. | |
Effective April 16, 2014, and as more fully described in Note 4, the Company acquired AirPatrol, Inc. (“AirPatrol”), a Maryland based provider of mobile cyber-security and location-based service solutions. | |
Liquidity | |
As of March 31, 2015, the Company has a working capital deficiency of approximately $4.5 million. For the three months ended March 31, 2015, the Company incurred a net loss of approximately $2.9 million and utilized cash in operations of approximately $2.3 million. | |
On May 4, 2015 and effective April 29, 2015, the Company amended its bank line of credit to increase the credit limit to $10 million and provide for a second term loan of up to $2 million of which $167,000 was used to pay off the balance of the initial term loan. The Company’s outstanding balance on its bank line of credit and initial term loan on April 29, 2015 was $5,999,000 and $208,000, respectively. Additionally, the Sysorex group of companies was awarded two large IDIQ government vehicles as a prime contractor in April 2015. While the Company believes that it will be successful in securing task orders under the contracts which will generate revenue, there are no assurances that any task orders under the contracts will ultimately be awarded to the Company. | |
The Company’s current capital resources as of March 31, 2015, increased bank facility, higher margin business line expansion and recent contract awards are expected to be sufficient to fund planned operations during the succeeding twelve months from date of filing this quarterly report. If these sources do not provide the capital necessary to fund the Company’s operations during the next twelve months from the date of filing this quarterly report, the Company may need to curtail certain of its expansion activities or consider obtaining additional financing. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Basis of Presentation/Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Note 2 - Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of the Company’s operations for the three-month period ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015. These interim condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and footnotes for the years ended December 31, 2014 and 2013 included in the Form 10-K filed with the Securities and Exchange Commission on March 27, 2015. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Basis of Presentation/Summary of Significant Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies | ||||||||
Significant Accounting Policies | |||||||||
The Company's complete accounting policies are described in Note 2 to the Company's audited financial statements and footnotes for the years ended December 31, 2014 and 2013. | |||||||||
Principles of Consolidation | |||||||||
The condensed consolidated financial statements have been prepared using the accounting records of the Company and its wholly-owned subsidiaries, Sysorex Federal, Inc., Sysorex Government Services, Inc., Lilien Systems, Shoom, Inc., AirPatrol as of April 16, 2014 and its majority-owned subsidiary, Sysorex Arabia LLC (“SA”). All material inter-company balances and transactions have been eliminated. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. The Company’s significant estimates consist of: | |||||||||
● | The valuation of stock-based compensation; | ||||||||
● | The allowance for doubtful accounts; | ||||||||
● | The valuation allowance for the deferred tax asset; and | ||||||||
● | Impairment of long-lived assets. | ||||||||
Inventory | |||||||||
Inventory is stated at the lower of cost or market utilizing the first-in, first-out method. The Company continually analyzes its slow-moving, excess and obsolete inventories. Based on historical and projected sales volumes and anticipated selling prices, the Company establishes reserves. If the Company does not meet its sales expectations, these reserves are increased. Products that are determined to be obsolete are written down to net realizable value. As of March 31, 2015 and 2014, the Company deemed any such allowance nominal. | |||||||||
Revenue Recognition | |||||||||
The Company is a systems integrator and consulting services company that provides IT solutions and services to its customers and recognizes revenue once four criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed and determinable, (3) delivery (software and hardware) or fulfillment (maintenance) has occurred, and (4) there is reasonable assurance of collection of the sales proceeds (the “Revenue Recognition Criteria”). In addition, the Company also records revenues in accordance with Accounting Standards Codification (“ASC”) Topic 605-45 “Principal Agent Consideration” (“ASC 605-45”). The Company evaluates the sales of products and services on a case by case basis to determine whether the transaction should be recorded gross or net, including, but not limited to, assessing whether or not the Company: 1) is the primary obligor in the transaction; 2) has inventory risk with respect to the products and/or services sold; 3) has latitude in pricing; and 4) changes the product or performs part of the services sold. The Company evaluates whether revenues received from the sale of hardware and software products, licenses, and services, including maintenance and professional consulting services, should be recognized on a gross or net basis on a transaction by transaction basis. As of the date hereof, the Company has determined that all revenues received should be recognized on a gross basis in accordance with applicable the standards. | |||||||||
Cooperative reimbursements from vendors, which are earned and available, are recorded in the period the related transaction is incurred. Cooperative reimbursements are recorded as a reduction of cost of sales in accordance with ASC Topic 605-50 “Accounting by a Customer (including reseller) for Certain Consideration Received from a Vendor.” Provisions for returns are estimated based on historical sales returns and credit memo analysis for the period. The Company receives Marketing Development Funds (MDF) from vendors based on quarterly or annual sales performance to promote the marketing of vendor products and services. The Company must file claims with vendors for these cooperative reimbursements by providing invoices and receipts for marketing expenses. Reimbursements are recorded as a reduction of marketing expenses and other applicable selling general and administrative expenses in the period in which the expenses were incurred. | |||||||||
The Company also enters into sales transactions whereby customer orders contain multiple deliverables, and reports its multiple deliverable arrangements under ASC 605-25 “Revenue Arrangements with Multiple Deliverables” (“ASC-605-25”). These multiple deliverable arrangements primarily consist of the following deliverables: the Company’s design, configuration, installation, integration, warranty/maintenance and consulting services; and third-party computer hardware, software and warranty maintenance services. In situations where the Company bundles all or a portion of the separate elements, Vendor Specific Objective Evidence (“VSOE”) is determined based on prices when sold separately. For the three months ended March 31, 2015 and 2014 revenues recognized as a result of customer contracts requiring the delivery of multiple elements was $7.6 million and $12.3 million, respectively. | |||||||||
Hardware, Software and Licensing Revenue Recognition | |||||||||
Generally, the Revenue Recognition Criteria are met with respect to the sales of hardware and software products when they are shipped to the customer. The delivery of products to our customers occurs in a variety of ways, including (i) as a physical product shipped from the Company’s warehouse, (ii) via drop-shipment by a third-party vendor, or (iii) via electronic delivery with respect to software licenses. The Company leverages drop-ship arrangements with many of its vendors and suppliers to deliver products to customers without having to physically hold the inventory at its warehouse. In such arrangements, the Company negotiates the sale price with the customer, pays the supplier directly for the product shipped, bears credit risk of collecting payment from its customers and is ultimately responsible for the acceptability of the product and ensuring that such product meets the standards and requirements of the customer. As a result, the Company recognizes the sale of the product and the cost of such upon receiving notification from the supplier that the product has shipped. Vendor rebates and price protection are recorded when earned as a reduction to cost of sales or merchandise inventory, as applicable. Vendor product price discounts are recorded when earned as a reduction to cost of sales. | |||||||||
Maintenance and Professional Services Revenue Recognition | |||||||||
With respect to sales of our maintenance, consulting and other service agreements including our digital advertising and electronic services, the Revenue Recognition Criteria is met once the service has been provided. Revenue on time and material contracts is recognized based on a fixed hourly rate as direct labor hours are expended. The fixed rate includes direct labor, indirect expenses, and profits. Materials, or other specified direct costs, are reimbursed as actual costs and may include markup. Anticipated losses are recognized as soon as they become known. For the three months ended March 31, 2015 and 2014, the Company did not incur any such losses. These amounts are based on known and estimated factors. Revenues from time and material or firm fixed price long-term and short-term contracts are derived principally with various United States Government agencies and commercial customers. | |||||||||
The Company recognizes revenue for sales of all services billed as a fixed fee ratably over the term of the arrangement as such services are provided. Billings for such services that are made in advance of the related revenue recognized are recorded as deferred revenue and recognized as revenue ratably over the billing coverage period. Amounts received as prepayments for services to be rendered are recognized as deferred revenue. Revenue from such prepayments is recognized when the services are provided. | |||||||||
The Company’s maintenance services agreements permit customers to obtain technical support from the Company and/or the manufacturer and to update, at no additional cost, to the latest technology if new software updates are introduced during the period that the maintenance agreement is in effect. Since the Company assumes certain responsibility for product staging, configuration, installation, modification, and integration with other client systems, or retains general inventory risk upon customer return or rejection and is most familiar with the customer and its required specifications, it generally serves as the initial contact with the customer with respect to any maintenance services required and therefore will perform all or part of the required service. | |||||||||
Typically, the Company sells maintenance contracts for a separate fee with initial contractual periods ranging from one to three years with renewal for additional periods thereafter. The Company generally bills maintenance fees in advance and records the amounts received as deferred revenue with respect to any portion of the fee for which services have not yet been provided. The Company recognizes the related revenue ratably over the term of the maintenance agreement as services are provided. In situations where the Company bundles all or a portion of the maintenance fee with products, VSOE for maintenance is determined based on prices when sold separately. | |||||||||
Customers that have purchased maintenance/warranty services have a right to cancel and receive a refund of the amounts paid for unused services at any time during the service period upon advance written notice to the Company. Cancellation and refund privileges with respect to maintenance/warranty services lapse as to any period during the term of the agreement for which such services have already been provided. Customers do not have the right to a refund of paid fees for maintenance/warranty services that the Company has earned and recognized as revenue. Invoices issued for maintenance/warranty services not yet rendered are recorded as deferred revenue and then recognized as revenue ratably over the service period. As a result (1) the warranty and maintenance service fees payable by each customer are separately accounted for in each customer purchase order as a separate line item, and (2) upon the Company’s receipt and acceptance of a request for refund of maintenance/warranty services not yet provided, the Company’s obligation to perform any additional maintenance/warranty services will end. Sales are recorded net of discounts and returns. | |||||||||
Stock-Based Compensation | |||||||||
The Company accounts for options granted to employees by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as expense over the period during which the recipient is required to provide services in exchange for that award. | |||||||||
Options and warrants granted to consultants and other non-employees are recorded at fair value as of the grant date and subsequently adjusted to fair value at the end of each reporting period until such options and warrants vest, and the fair value of such instruments, as adjusted, is expensed over the related vesting period. | |||||||||
The Company incurred stock-based compensation charges, net of estimated forfeitures of $386,000 and $192,000 for the three months ended March 31, 2015 and 2014, respectively. The following table summarizes the nature of such charges for the years then ended (in thousands): | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
General & Administrative: Compensation and related benefits | $ | 254 | $ | 172 | |||||
General & Administrative: Professional fees | 132 | -- | |||||||
Acquisition transaction costs | -- | 20 | |||||||
Totals | $ | 386 | $ | 192 | |||||
Net Loss Per Share | |||||||||
The Company computes basic and diluted earnings per share by dividing net loss by the weighted average number of common shares outstanding during the period. Basic and diluted net loss per common share were the same since the inclusion of common shares issuable pursuant to the exercise of options and warrants in the calculation of diluted net loss per common shares would have been anti-dilutive. | |||||||||
The following table summarizes the number of common shares and common share equivalents excluded from the calculation of diluted net loss per common share for the three months ended March 31, 2015 and 2014: | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Options | 2,981,658 | 2,067,210 | |||||||
Warrants | 511,262 | 411,262 | |||||||
Shares accrued but not issued | 35,715 | 32,143 | |||||||
Totals | 3,528,635 | 2,510,615 | |||||||
Reclassification | |||||||||
Certain accounts in the prior year’s financial statements have been reclassified for comparative purposes to conform to the presentation in the current year’s financial statements. These reclassifications have no effect on previously reported earnings. | |||||||||
Recent Accounting Pronouncements | |||||||||
The FASB and the SEC have issued certain other accounting standards updates and regulations that will become effective in subsequent periods; however, management of the Company does not believe that any of those updates would have significantly affected the Company’s financial accounting measures or disclosures had they been in effect during 2015 or 2014, and does not believe that any of those pronouncements will have a significant impact on the Company’s consolidated financial statements at the time they become effective. | |||||||||
Reverse Stock Split | |||||||||
The board of directors was authorized by the Company's stockholders to effect a 1-for-2 reverse stock split of its common stock which was effective April 8, 2014. The financial statements and accompanying notes give effect to the 1-for-2 reverse stock split as if it occurred as of the beginning of the first period presented. | |||||||||
Subsequent Events | |||||||||
The Company evaluates events and/or transactions occurring after the balance sheet date and before the issue date of the consolidated financial statements to determine if any of those events and/or transactions requires adjustment to or disclosure in the consolidated financial statements. |
Acquisition_of_AirPatrol_Corpo
Acquisition of AirPatrol Corporation (AirPatrol Corporation [Member]) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
AirPatrol Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition | Note 4 - Acquisition of AirPatrol Corporation | ||||
On December 20, 2013, the Company entered into an Agreement of Plan and Merger (the “AirPatrol Agreement”) to acquire 100% of the capital stock of AirPatrol, a provider of mobile cyber-security and location-based services solutions, for a purchase price equal to (a) $10.0 million in cash, subject to certain adjustments, allocated to and among certain creditors, payees and holders of AirPatrol’s issued and outstanding capital stock and (b) 2 million shares (after giving effect to a reverse stock split) of the Company common stock, of which it was agreed that 800,000 shares would be held in escrow for one year, as security to satisfy any indemnity claims that may be owed by the former AirPatrol stockholders to the Company (the “AirPatrol Merger Consideration”). The AirPatrol Merger Consideration also includes an earn-out, half of the value of which shall be in stock and the other half in cash (unless otherwise agreed or required pursuant to the AirPatrol Merger Agreement) payable to the former stockholders of AirPatrol in 2015 in accordance with the following formula: if for the five quarter period ending March 31, 2015, AirPatrol Net Income meets or exceeds $3.5 million, the Company shall pay to the former AirPatrol stockholders an earn-out payment equal to two times AirPatrol Net Income, provided that the total earn-out payment shall not exceed $10.0 million. | |||||
The merger was consummated on April 18, 2014 with an effective date of acquisition of April 16, 2014, and as a result the Company became the holder of 100% of the outstanding capital stock of AirPatrol. At the closing, the Company (i) paid or initiated actions to pay a total of $8.5 million to various former stockholders, former note holders, former directors, professional service firms and continuing officers, (ii) issued a total of 1,042,809 shares of its common stock to former stockholders, directors, and continuing officers of AirPatrol, and to the investment banking firm of AGC Partners, LLC, and (iii) issued 800,000 shares of its common stock into a holdback escrow. A working capital adjustment applied at closing reduced cash consideration by approximately $486,000 and reduced stock merger consideration by 157,192 shares. | |||||
The total recorded purchase price for the transaction was $19.7 million which consisted of $9.5 million cash paid and $10.2 million for the value of stock. The Company evaluated the fair value of the contingent earn out liability and deemed it more likely than not that nothing will be owed under such agreement. | |||||
The following unaudited proforma financial information presents the consolidated results of operations of the Company and AirPatrol for the three months ended March 31, 2014, as if the acquisition had occurred on January 1, 2014 instead of on April 16, 2014. The proforma information does not necessarily reflect the results of operations that would have occurred had the entities been a single company during those periods. | |||||
(in thousands, except share amounts) | For the Three Months Ended March 31, 2014 | ||||
Revenues | $ | 16,597 | |||
Net Loss Attributable to Common Shareholder | $ | (2,646 | ) | ||
Weighted Average Number of Common Shares | 19,246,028 | ||||
Outstanding, basic and diluted | |||||
Loss Per Common Share - Basic and Diluted | $ | (0.14 | ) |
IronSky_Investment
IronSky Investment | 3 Months Ended |
Mar. 31, 2015 | |
IronSky Investment [Abstract] | |
IronSky Investment | Note 5 - IronSky Investment |
In October 2013, the Company loaned $130,000 to IronSky Corporation, a company in the field of cyber security solutions, to support its operations in accordance with the terms of a Secured Promissory Note (“IronSky Note”). During 2014, the Company also had $190,000 of accounts receivable from IronSky. As of December 31, 2014, the Company determined that it would accept the IronSky note collateral in lieu of a cash payment of the IronSky note and accounts receivable owed and have deemed the amounts owed as an investment in the business of IronSky. On January 22, 2015, IronSky and the Company entered into an Agreement and Consent to Surrender of Collateral whereby IronSky irrevocably assigned and transferred all rights, title, ownership and interests in and to the Collateral in full satisfaction of the Secured Indebtedness. Preliminary information is not yet available and the Company plans to operate the business within its Sysorex Mobile, IoT & Big Data Products Segment. However, such operations since January 22, 2015 have been minimal. |
Notes_and_Other_Receivables
Notes and Other Receivables | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes and Other Receivables [Abstract] | |||||||||
Notes and Other Receivables | Note 6 - Notes and Other Receivables | ||||||||
Notes and other receivables at March 31, 2015 and December 31, 2014 consisted of the following (in thousands): | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Notes receivable | $ | 900 | $ | 900 | |||||
Other receivables | 802 | 394 | |||||||
Total Notes and Other Receivables | $ | 1,702 | $ | 1,294 | |||||
Notes Receivable | |||||||||
On July 17, 2014, the Company loaned $900,000 to a third party pursuant to the terms of a promissory note. The promissory note’s extended due date is June 30, 2015, and accrues interest at a rate of 8% per annum. | |||||||||
Other Receivables | |||||||||
Other receivables primarily consist of receivables for cooperative reimbursements from vendors; marketing development funds from vendors; and revenue earned under contracts in advance of billings. | |||||||||
Notes Receivable, Related Party | |||||||||
On June 19, 2014 AirPatrol loaned $90,000 to a related party pursuant to the terms of a promissory note. The promissory note is due December 19, 2015 and accrues interest at a rate of 0.33% per annum. |
Inventory
Inventory | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Inventory [Abstract] | |||||||||
Inventory | Note 7 - Inventory | ||||||||
Inventory at March 31, 2015 and December 31, 2014 consisted of the following (in thousands): | |||||||||
31-Mar-15 | December 31, 2014 | ||||||||
Raw materials | $ | 86 | $ | 401 | |||||
Work in process | 8 | 113 | |||||||
Finished goods | 448 | 96 | |||||||
Total Inventory | $ | 542 | $ | 610 |
Due_from_Related_Parties
Due from Related Parties | 3 Months Ended |
Mar. 31, 2015 | |
Due from Related Parties [Abstract] | |
Due from Related Parties | Note 8 - Due from Related Parties |
Non-interest bearing amounts due on demand from a related party are $666,000 as of March 31, 2014 and December 31, 2013 and consist primarily of amounts due from Sysorex Consulting, Inc. As Sysorex Consulting, Inc. is a direct shareholder of, and an investor in, the Company, the amounts due from Sysorex Consulting, Inc. as of March 31, 2015 and December 31, 2014 are classified as a reduction of stockholders' equity. |
Deferred_Revenue
Deferred Revenue | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Deferred Revenue [Abstract] | |||||||||
Deferred Revenue | Note 9 - Deferred Revenue | ||||||||
Deferred revenue as of March 31, 2015 and December 31, 2014 consisted of the following: | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Deferred Revenue, Current | |||||||||
Maintenance agreements | $ | 8,420 | $ | 8,321 | |||||
Services | 468 | 368 | |||||||
Total Deferred Revenue, Current | 8,888 | 8,689 | |||||||
Deferred Revenue, Non-Current | |||||||||
Maintenance agreements | 6,781 | 7,181 | |||||||
Total Deferred Revenue | $ | 15,669 | $ | 15,870 | |||||
The fair value of the deferred revenue approximates the services to be rendered. |
Debt
Debt | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt [Abstract] | |||||||||
Debt | Note 10 - Debt | ||||||||
Debt as of March 31, 2015 and December 31, 2014 consisted of the following (in thousands): | |||||||||
31-Mar-15 | December 31, 2014 | ||||||||
Short-Term Debt | |||||||||
Advances payable | 722 | 722 | |||||||
Notes payable | 421 | 423 | |||||||
Revolving line of credit | 5,879 | 3,898 | |||||||
Term loan | 250 | 375 | |||||||
Total Short-Term Debt | $ | 7,272 | $ | 5,418 | |||||
Long-Term Debt | |||||||||
Notes payable | $ | 100 | $ | 100 | |||||
Total Long-Term Debt | $ | 100 | $ | 100 | |||||
Advances Payable | |||||||||
During the year ended December 31, 2011, a judgment in the amount of $936,000 was levied against Sysorex Arabia LLC in favor of Creative Edge, Inc. in connection with amounts advanced for operations. Of that amount, $214,000 has been repaid leaving a balance of $722,000 of which $515,000 will be paid through a surety bond and the remaining $207,000 has been accrued as advances payable by Sysorex Arabia as of March, 31, 2015 and December 31, 2014. | |||||||||
Notes Payable | |||||||||
Notes payable and accrued interest as of March 31, 2015 and December 31, 2014 consisted of the following (in thousands): | |||||||||
31-Mar-15 | December 31, 2014 | ||||||||
Notes Payable, Short-Term | |||||||||
Notes payable dated August 31, 2013 (A) | 421 | 423 | |||||||
Total Notes Payable, Short-Term | $ | 421 | $ | 423 | |||||
Notes Payable, Long-Term | |||||||||
Notes payable dated August 30, 2013 (B) | $ | 100 | $ | 100 | |||||
Total Notes Payable, Long-Term | $ | 100 | $ | 100 | |||||
(A) | Note payable dated August 31, 2013 | ||||||||
On August 31, 2013 the Company entered into the Shoom Agreement to acquire Shoom for a purchase price of $2.5 million of cash and 1.4 million shares of common stock (after giving effect to a reverse stock split). Approximately $500,000 of the cash purchase price was deposited in escrow from which any amounts not subject to claims shall be released to the former Shoom stockholders, on a pro-rata basis, in equal installments over seven years on each anniversary date of the closing date. As of March 31, 2015, $420,000 remains in escrow with $70,000 reflected in other current assets and $350,000 reflected in other assets in the accompanying financial statements. Pursuant to the terms of the Shoom Agreement, the delivery of the Shoom consideration to each stockholder was subject to the return of certain documentation thus the Company initially recorded the cash consideration to be paid as a non-interest bearing note in the amount of $2.5 million. As of March 31, 2015 and December 31, 2014, $421,000 and $423,000, respectively, was still payable to the Shoom stockholders and is reflected as a note payable in the accompanying financial statements. | |||||||||
(B) | Note payable dated August 30, 2013 | ||||||||
Note received by AirPatrol from Howard County Economic Development Authority (Maryland) as incentive to relocate the AirPatrol office to the county. The note is unsecured, accrues interest at 3% per annum, and matures on December 31, 2017. | |||||||||
Revolving Line of Credit | |||||||||
On March 15, 2013, and in connection with and concurrent with our acquisition of Lilien, Sysorex Government Services, Inc., and Lilien Systems, 100%-owned subsidiaries of Sysorex Global Holdings, Inc., entered into a Business Finance Agreement (the “BFA”) as co-borrowers (the “Borrowers”) with Bridge Bank, NA (the “Bank”) under which the Borrowers obtained a revolving line of credit for up to $5.0 million through March 15, 2015. On March 20, 2013, the Borrowers received $4.2 million under the Agreement. Of that amount, $3.0 million was paid as consideration in connection with the acquisition of Lilien effective March 1, 2013. The balance of $1.2 million was utilized to pay the acquisition costs, for the repayment of various notes and short-term debts and to support operations. The terms of the BFA require all cash receipts of Sysorex Government Services, Inc. and Lilien Systems to be remitted to a lockbox for application to the balance due in connection with the Agreement. Per the original terms the line of credit incurs interest at the greater of 5.25% or the bank's prime rate plus 2% and matured on March 15, 2015. The interest rate as of March 31, 2015 was 5.25% per annum. | |||||||||
The BFA was subsequently amended on August 29, 2013 to increase the credit limit to $6.0 million and amend certain financial covenants. In addition, warrants to purchase 56,250 shares of common stock were issued to Bridge Bank in connection with this first amendment to the BFA. The warrants were fully vested on the date of grant, have an exercise period of seven years and have a fair value of $137,000 determined by the Black Scholes model. The warrants have an exercise price of $1.20 per share. The Company paid $7,000 in fees to Bridge Bank for Amendment 1. The Company capitalized the fair value of the warrants of $137,000 and the fees paid of $7,000 as deferred financing costs and a component of other assets. The capitalized amount is amortized to interest expense over the remaining term of the credit line | |||||||||
On May 13, 2014 and December 31, 2014, the BFA was amended to extend the revolving advances maturity date to April 16, 2016; define the term advance maturity date as August 27, 2015; consent to the acquisition of the AirPatrol Corporation, further amend the financial covenant requirements and waive any existing defaults by the Company with respect to such covenants. | |||||||||
Term Loan | |||||||||
Additionally and concurrently with the Amendment 1 to the BFA, the Company entered into a term loan for $750,000 which accrues interest at the greater of 5.25% or Bridge Bank's prime rate plus 2% and matured on August 27, 2016. Amendment 2 to the BFA further defined the term advance maturity date as August 27, 2015. The Company will make payments of $42,000 on the first day of each month commencing on April 1, 2014 until the loan amount is paid in full. The balance due on the term loan is scheduled to be paid in full during the year ending December 31, 2015. The interest rate as of March 31, 2015 was 5.25% per annum. |
Common_Stock
Common Stock | 3 Months Ended |
Mar. 31, 2015 | |
Common Stock [Abstract] | |
Common Stock | Note 11 - Common Stock |
During the three months ended March 31, 2015 the Company issued 84,145 shares of common stock for services which were fully vested upon the date of grant. The Company recorded an expense of $132,000 for the value of those shares. |
Stock_Options
Stock Options | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stock Options [Abstract] | |||||||||
Stock Options | Note 12 - Stock Options | ||||||||
During the three months ended March 31, 2015, the Company granted options for the purchase of 236,500 shares of common stock to employees of the Company. These options vest pro-rata over 48 months and have a life of ten years and an exercise price of $1.56 per share. The Company valued the stock options using the Black-Scholes option valuation model and the fair value of the award was $162,000. The fair value of the common stock as of the grant date was $1.56 per share. | |||||||||
As of March 31, 2015, the fair value of non-vested options totaled $3,097,251 which will be amortized to expense over the weighted average remaining term of 2.99 years. | |||||||||
The fair value of each employee option grant is estimated on the date of the grant using the Black-Scholes option-pricing model. Key weighted-average assumptions used to apply this pricing model during the three months ended March 31, 2015 and 2014 were as follows: | |||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
Risk-free interest rate | 1.99% | 2.78% | |||||||
Expected life of option grants | 10 years | 10 years | |||||||
Expected volatility of underlying stock | 39.40% | 39.40% | |||||||
Dividends Assumption | 0 | 0 | |||||||
The expected stock price volatility for the Company’s stock options was determined by the historical volatilities for industry peers and used an average of those volatilities. The Company attributes the value of stock-based compensation to operations on the straight-line single option method. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. |
Credit_Risk_and_Concentrations
Credit Risk and Concentrations | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Credit Risk and Concentrations [Abstract] | |||||||||||||||||
Credit Risk and Concentrations | Note 13 - Credit Risk and Concentrations | ||||||||||||||||
Financial instruments that subject the Company to credit risk consist principally of trade accounts receivable and cash and cash equivalents. The Company performs certain credit evaluation procedures and does not require collateral for financial instruments subject to credit risk. The Company believes that credit risk is limited because the Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk of its customers, establishes an allowance for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowances is limited. | |||||||||||||||||
The Company maintains cash deposits with financial institutions, which, from time to time, may exceed federally insured limits. Cash is also maintained at a foreign financial institution for its majority-owned subsidiary. Cash in foreign financial institutions as of March 31, 2015 and December 31, 2014 was immaterial. The Company has not experienced any losses and believes it is not exposed to any significant credit risk from cash. | |||||||||||||||||
The following table sets forth the percentages of revenue derived by the Company from those customers which accounted for at least 10% of revenues during the three months ended March 31, 2015 and 2014 (in thousands): | |||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
$ | % | $ | % | ||||||||||||||
Customer A | 3,038 | 22% | -- | -- | |||||||||||||
Customer B | -- | -- | 2,333 | 14% | |||||||||||||
Customer C | -- | -- | 2,025 | 12% | |||||||||||||
As of March 31, 2015, Customer D represented approximately 16%, Customer A represented approximately 13% and Customer E represented approximately 11% of total accounts receivable. | |||||||||||||||||
As of March 31, 2015, two vendors represented approximately 46% and 14% of total gross accounts payable. Purchases from these vendors during the three months ended March 31, 2015 were $4.9 million, and $0.6 million, respectively. | |||||||||||||||||
For the three months ended March 31, 2015, two vendors represented approximately 56%, and 11% of total purchases. For the three months ended March 31, 2014, three vendors represented approximately 55%, 13% and 13% of total purchases. |
Segment_Reporting_and_Foreign_
Segment Reporting and Foreign Operations | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Segment Reporting and Foreign Operations [Abstract] | |||||||||||||||||||||
Segment Reporting and Foreign Operations | Note 14 - Segment Reporting and Foreign Operations | ||||||||||||||||||||
The Company operates in the following business segments: | |||||||||||||||||||||
● | Sysorex Mobile, IoT & Big Data Products: These products currently include our AirPatrol product line (location-based security and marketing platform for wireless and cellular devices that can detect, monitor and manage the content and behavior of smartphones, tablets and other mobile devices based on their location and user); on-premise big data appliance product (Light Miner Studio “LMS”) and will include future Sysorex owned products. | ||||||||||||||||||||
● | Storage and Computing: This segment includes third party hardware, software and related maintenance/warranty products and services that Sysorex resells. It includes but is not limited to products for enterprise computing; storage; virtualization; networking; etc. | ||||||||||||||||||||
● | SaaS Revenues: These are Software-as-a-Services (SaaS) or internet based hosted services including the Shoom product line and cloud based big data analytics services (based on our LMS product) and other data science services; analytics services for AirPatrol products and other managed services on a SaaS basis. | ||||||||||||||||||||
● | Professional Services: These are general IT services including but not limited to: custom application/software design; architecture and development; project management; C4I system consulting; strategic outsourcing; staff augmentation; data center design and operations services; data migration services and other non-SaaS services. | ||||||||||||||||||||
The following tables present key financial information of the Company's reportable segments before unallocated corporate expenses (in thousands): | |||||||||||||||||||||
Sysorex Mobile, IoT & Big Data Products | Storage and Computing | SaaS Revenues | Professional Services | Consolidated | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||||||
Net revenues | $ | 143 | $ | 10,277 | $ | 973 | $ | 2,729 | $ | 14,122 | |||||||||||
Cost of net revenues | $ | (125 | ) | $ | (8,530 | ) | $ | (222 | ) | $ | (1,198 | ) | $ | (10,075 | ) | ||||||
Gross profit | $ | 18 | $ | 1,747 | $ | 751 | $ | 1,531 | $ | 4,047 | |||||||||||
Gross margin % | 12 | % | 17 | % | 77 | % | 56 | % | 29 | % | |||||||||||
Depreciation and amortization | $ | 31 | $ | 32 | $ | 21 | $ | 1 | $ | 85 | |||||||||||
Amortization of intangibles | $ | 554 | $ | 192 | $ | 136 | $ | -- | $ | 882 | |||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||||||
Net revenues | $ | -- | $ | 13,201 | $ | 974 | $ | 2,145 | $ | 16,320 | |||||||||||
Cost of net revenues | $ | -- | $ | (10,431 | ) | $ | (203 | ) | $ | (1,336 | ) | $ | (11,970 | ) | |||||||
Gross profit | $ | -- | $ | 2,770 | $ | 771 | $ | 809 | $ | 4,350 | |||||||||||
Gross margin % | -- | 21 | % | 79 | % | 38 | % | 27 | % | ||||||||||||
Depreciation and amortization | $ | -- | $ | 21 | $ | 11 | $ | 7 | $ | 39 | |||||||||||
Amortization of intangibles | $ | -- | $ | 192 | $ | 136 | $ | -- | $ | 328 | |||||||||||
Reconciliation of reportable segments’ combined income from operations to the consolidated loss before income taxes is as follows (in thousands): | |||||||||||||||||||||
For the Three Months Ended | |||||||||||||||||||||
March 31, | |||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||
Income from operations of reportable segments | $ | 4,047 | $ | 4,350 | |||||||||||||||||
Unallocated corporate expenses | $ | (6,858 | ) | $ | (5,044 | ) | |||||||||||||||
Interest expense | $ | (99 | ) | $ | (108 | ) | |||||||||||||||
Other income (expense) | $ | 5 | $ | 14 | |||||||||||||||||
Consolidated net loss before income taxes | $ | (2,905 | ) | $ | (788 | ) | |||||||||||||||
The Company’s operations are located primarily in the United States, Canada and Saudi Arabia. Revenues by geographic area are attributed by country of domicile of our subsidiaries. The financial data by geographic area are as follows (in thousands): | |||||||||||||||||||||
United | Saudi | ||||||||||||||||||||
States | Canada | Arabia | Eliminations | Total | |||||||||||||||||
Three Months Ended March 31, 2015: | |||||||||||||||||||||
Revenues by geographic area | $ | 14,122 | $ | -- | $ | -- | $ | -- | $ | 14,122 | |||||||||||
Operating loss by geographic area | $ | (2,522 | ) | $ | (280 | ) | $ | (9 | ) | $ | -- | $ | (2,811 | ) | |||||||
Net loss by geographic area | $ | (2,616 | ) | $ | (280 | ) | $ | (9 | ) | $ | -- | $ | (2,905 | ) | |||||||
Three Months Ended March 31, 2014: | |||||||||||||||||||||
Revenues by geographic area | $ | 16,320 | $ | -- | $ | -- | $ | -- | $ | 16,320 | |||||||||||
Operating loss by geographic area | $ | (608 | ) | $ | -- | $ | (86 | ) | $ | -- | $ | (694 | ) | ||||||||
Net income (loss) by geographic area | $ | (737 | ) | $ | -- | $ | (86 | ) | $ | -- | $ | (823 | ) | ||||||||
As of March 31, 2015: | |||||||||||||||||||||
Identifiable assets by geographic area | $ | 60,537 | $ | 168 | $ | 774 | $ | -- | $ | 61,479 | |||||||||||
Long lived assets by geographic area | $ | 31,519 | $ | 25 | $ | -- | $ | -- | $ | 31,544 | |||||||||||
As of December 31, 2014: | |||||||||||||||||||||
Identifiable assets by geographic area | $ | 61,149 | $ | 133 | $ | 778 | $ | -- | $ | 62,060 | |||||||||||
Long lived assets by geographic area | $ | 32,398 | $ | 30 | $ | -- | $ | -- | $ | 32,428 |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 15 - Commitments and Contingencies |
Litigation | |
Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. | |
Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |
During the year ended December 31, 2011, a judgment in the amount of $936,000 was levied against Sysorex Arabia LLC in favor of Creative Edge, Inc. in connection with amounts advanced for operations. Of that amount, $214,000 has been repaid, $515,000 will be paid through a surety bond, and the remaining $207,000 has been accrued as advances payable on the consolidated balance sheet by Sysorex Arabia as of March 31, 2015 and December 31, 2014, respectively. There was no effect upon the statement of operations in connection with this transaction. | |
Contingent Consideration | |
Under the terms of the acquisition of Lilien the Company is liable for the payment of additional cash consideration to the extent that the recipients of the 3,000,000 shares of the Company's common stock referred to above receive less than $6.0 million from the sale of those shares, less customary commissions, on or before March 20, 2015. As of the date of the acquisition and March 31, 2015 and December 31, 2014, the guaranteed amount was considered by management to be de minimis. The former Lilien members did not exercise this option which expired on March 31, 2015. | |
Under the terms of the acquisition of AirPatrol, the AirPatrol Merger Consideration also includes an earn-out, half of the value of which shall be in stock and the other half in cash (unless otherwise agreed or required pursuant to the AirPatrol Agreement) payable to the former stockholders of AirPatrol in 2015 in accordance with the following formula: if for the five quarter period ending March 31, 2015, AirPatrol Net Income meets or exceeds $3.5 million, the Company shall pay to the former AirPatrol stockholders an earn-out payment equal to two times AirPatrol Net Income, provided that the total earn-out payment shall not exceed $10,000,000. AirPatrol did not meet or exceed the required threshold and nothing is owed under such agreement. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 - Subsequent Events |
LightMiner Systems, Inc. Asset Acquisition | |
On April 24, 2015, in accordance with the terms and conditions of an Asset Purchase Agreement (the “APA”), the Company completed the acquisition of substantially all of the assets of LightMiner Systems, Inc. (“LightMiner”), which is in the business of developing and commercializing in-memory SQL databases for manipulation (the “Acquisition”). At closing, the Company paid $19,000 in cash to the owner (the “Owner”), of approximately 19% of LightMiner’s outstanding securities prior to closing and agreed to pay upon the one year anniversary of the closing (the “First Anniversary”), shares of the Company’s common stock in an amount equal to the quotient of (A) $3,200,000 (the “Purchase Price”) divided by (B) the Sysorex Weighted Average Price (as defined below) as of the fifth trading day prior to the First Anniversary (the “Seller Stock Consideration”), less a hold back of Seller Stock Consideration having an aggregate value of $567,150, as determined by the Sysorex Weighted Average Price, for the purpose of satisfying indemnification obligations of LightMiner. The Sysorex Weighted Average Price means the volume-weighted daily average of the price of the Company’s Common Stock for the twenty (20) trading days immediately prior to the date of determination; however, the price may not be less than $2.00 per share. | |
The Company also agreed to issue to the Owner an aggregate of 127,000 restricted shares of Common Stock (the “Owner Stock Consideration”) on the First Anniversary and issue to the Owner an option to purchase up to 100,000 shares of Company’s Common Stock in accordance with the terms and conditions of the Company’s 2011 Employee Stock Incentive Plan, as amended, pursuant to an at-will employment offer letter. In addition, the Company agreed to issue such number of additional shares of the Company’s common stock equal to $200,000 divided by the Sysorex Weighted Average Price to another pre-Acquisition principal of LightMiner. | |
Bank Line Amendment | |
On May 4, 2015 (effective as of April 29, 2015), the Company and Bridge Bank entered into Amendment 4 to Bridge Bank’s Business Financing Agreement (“BFA”) dated March 15, 2013 to add the Company, Sysorex Federal, AirPatrol and Shoom as borrowers under the agreement, amend certain financial covenants, increase the credit limit to $10.0 million and provide for a second term loan of $2 million which matures on April 29, 2018 of which $167,000 was used to pay off the balance of the initial term loan. The term loan accrues interest at the greater of 5.25% or Bridge Bank's prime rate plus 2%. The Company will make payments of $56,000 on the term loan on the first day of each month commencing on May 1, 2015 until the loan amount is paid in full. The balance due on the term loan is scheduled to be paid in full during the year ending December 31, 2018. | |
Common Stock | |
Subsequent to March 31, 2015 the Company issued 20,000 shares of common stock under the terms of director services agreements which were fully vested upon the date of grant. The Company recorded an expense of $43,250 for the value of those shares. | |
Options | |
Subsequent to March 31, 2015 the Company granted options for the purchase of 650,500 shares of common stock to employees of the Company. These options vest pro-rata over 48 months and have a life of ten years and an exercise price ranging from $2.14 to $2.32 per share. The Company valued the stock options using the Black-Scholes option valuation model and the fair value of the award was $636,500. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Basis of Presentation/Summary of Significant Accounting Policies [Abstract] | |||||||||
Significant Accounting Policies | Significant Accounting Policies | ||||||||
The Company's complete accounting policies are described in Note 2 to the Company's audited financial statements and footnotes for the years ended December 31, 2014 and 2013. | |||||||||
Principles of Consolidation | Principles of Consolidation | ||||||||
The condensed consolidated financial statements have been prepared using the accounting records of the Company and its wholly-owned subsidiaries, Sysorex Federal, Inc., Sysorex Government Services, Inc., Lilien Systems, Shoom, Inc., AirPatrol as of April 16, 2014 and its majority-owned subsidiary, Sysorex Arabia LLC (“SA”). All material inter-company balances and transactions have been eliminated. | |||||||||
Use of Estimates | Use of Estimates | ||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. The Company’s significant estimates consist of: | |||||||||
● | The valuation of stock-based compensation; | ||||||||
● | The allowance for doubtful accounts; | ||||||||
● | The valuation allowance for the deferred tax asset; and | ||||||||
● | Impairment of long-lived assets. | ||||||||
Inventory | Inventory | ||||||||
Inventory is stated at the lower of cost or market utilizing the first-in, first-out method. The Company continually analyzes its slow-moving, excess and obsolete inventories. Based on historical and projected sales volumes and anticipated selling prices, the Company establishes reserves. If the Company does not meet its sales expectations, these reserves are increased. Products that are determined to be obsolete are written down to net realizable value. As of March 31, 2015 and 2014, the Company deemed any such allowance nominal. | |||||||||
Revenue Recognition | Revenue Recognition | ||||||||
The Company is a systems integrator and consulting services company that provides IT solutions and services to its customers and recognizes revenue once four criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed and determinable, (3) delivery (software and hardware) or fulfillment (maintenance) has occurred, and (4) there is reasonable assurance of collection of the sales proceeds (the “Revenue Recognition Criteria”). In addition, the Company also records revenues in accordance with Accounting Standards Codification (“ASC”) Topic 605-45 “Principal Agent Consideration” (“ASC 605-45”). The Company evaluates the sales of products and services on a case by case basis to determine whether the transaction should be recorded gross or net, including, but not limited to, assessing whether or not the Company: 1) is the primary obligor in the transaction; 2) has inventory risk with respect to the products and/or services sold; 3) has latitude in pricing; and 4) changes the product or performs part of the services sold. The Company evaluates whether revenues received from the sale of hardware and software products, licenses, and services, including maintenance and professional consulting services, should be recognized on a gross or net basis on a transaction by transaction basis. As of the date hereof, the Company has determined that all revenues received should be recognized on a gross basis in accordance with applicable the standards. | |||||||||
Cooperative reimbursements from vendors, which are earned and available, are recorded in the period the related transaction is incurred. Cooperative reimbursements are recorded as a reduction of cost of sales in accordance with ASC Topic 605-50 “Accounting by a Customer (including reseller) for Certain Consideration Received from a Vendor.” Provisions for returns are estimated based on historical sales returns and credit memo analysis for the period. The Company receives Marketing Development Funds (MDF) from vendors based on quarterly or annual sales performance to promote the marketing of vendor products and services. The Company must file claims with vendors for these cooperative reimbursements by providing invoices and receipts for marketing expenses. Reimbursements are recorded as a reduction of marketing expenses and other applicable selling general and administrative expenses in the period in which the expenses were incurred. | |||||||||
The Company also enters into sales transactions whereby customer orders contain multiple deliverables, and reports its multiple deliverable arrangements under ASC 605-25 “Revenue Arrangements with Multiple Deliverables” (“ASC-605-25”). These multiple deliverable arrangements primarily consist of the following deliverables: the Company’s design, configuration, installation, integration, warranty/maintenance and consulting services; and third-party computer hardware, software and warranty maintenance services. In situations where the Company bundles all or a portion of the separate elements, Vendor Specific Objective Evidence (“VSOE”) is determined based on prices when sold separately. For the three months ended March 31, 2015 and 2014 revenues recognized as a result of customer contracts requiring the delivery of multiple elements was $7.6 million and $12.3 million, respectively. | |||||||||
Hardware, Software and Licensing Revenue Recognition | |||||||||
Generally, the Revenue Recognition Criteria are met with respect to the sales of hardware and software products when they are shipped to the customer. The delivery of products to our customers occurs in a variety of ways, including (i) as a physical product shipped from the Company’s warehouse, (ii) via drop-shipment by a third-party vendor, or (iii) via electronic delivery with respect to software licenses. The Company leverages drop-ship arrangements with many of its vendors and suppliers to deliver products to customers without having to physically hold the inventory at its warehouse. In such arrangements, the Company negotiates the sale price with the customer, pays the supplier directly for the product shipped, bears credit risk of collecting payment from its customers and is ultimately responsible for the acceptability of the product and ensuring that such product meets the standards and requirements of the customer. As a result, the Company recognizes the sale of the product and the cost of such upon receiving notification from the supplier that the product has shipped. Vendor rebates and price protection are recorded when earned as a reduction to cost of sales or merchandise inventory, as applicable. Vendor product price discounts are recorded when earned as a reduction to cost of sales. | |||||||||
Maintenance and Professional Services Revenue Recognition | |||||||||
With respect to sales of our maintenance, consulting and other service agreements including our digital advertising and electronic services, the Revenue Recognition Criteria is met once the service has been provided. Revenue on time and material contracts is recognized based on a fixed hourly rate as direct labor hours are expended. The fixed rate includes direct labor, indirect expenses, and profits. Materials, or other specified direct costs, are reimbursed as actual costs and may include markup. Anticipated losses are recognized as soon as they become known. For the three months ended March 31, 2015 and 2014, the Company did not incur any such losses. These amounts are based on known and estimated factors. Revenues from time and material or firm fixed price long-term and short-term contracts are derived principally with various United States Government agencies and commercial customers. | |||||||||
The Company recognizes revenue for sales of all services billed as a fixed fee ratably over the term of the arrangement as such services are provided. Billings for such services that are made in advance of the related revenue recognized are recorded as deferred revenue and recognized as revenue ratably over the billing coverage period. Amounts received as prepayments for services to be rendered are recognized as deferred revenue. Revenue from such prepayments is recognized when the services are provided. | |||||||||
The Company’s maintenance services agreements permit customers to obtain technical support from the Company and/or the manufacturer and to update, at no additional cost, to the latest technology if new software updates are introduced during the period that the maintenance agreement is in effect. Since the Company assumes certain responsibility for product staging, configuration, installation, modification, and integration with other client systems, or retains general inventory risk upon customer return or rejection and is most familiar with the customer and its required specifications, it generally serves as the initial contact with the customer with respect to any maintenance services required and therefore will perform all or part of the required service. | |||||||||
Typically, the Company sells maintenance contracts for a separate fee with initial contractual periods ranging from one to three years with renewal for additional periods thereafter. The Company generally bills maintenance fees in advance and records the amounts received as deferred revenue with respect to any portion of the fee for which services have not yet been provided. The Company recognizes the related revenue ratably over the term of the maintenance agreement as services are provided. In situations where the Company bundles all or a portion of the maintenance fee with products, VSOE for maintenance is determined based on prices when sold separately. | |||||||||
Customers that have purchased maintenance/warranty services have a right to cancel and receive a refund of the amounts paid for unused services at any time during the service period upon advance written notice to the Company. Cancellation and refund privileges with respect to maintenance/warranty services lapse as to any period during the term of the agreement for which such services have already been provided. Customers do not have the right to a refund of paid fees for maintenance/warranty services that the Company has earned and recognized as revenue. Invoices issued for maintenance/warranty services not yet rendered are recorded as deferred revenue and then recognized as revenue ratably over the service period. As a result (1) the warranty and maintenance service fees payable by each customer are separately accounted for in each customer purchase order as a separate line item, and (2) upon the Company’s receipt and acceptance of a request for refund of maintenance/warranty services not yet provided, the Company’s obligation to perform any additional maintenance/warranty services will end. Sales are recorded net of discounts and returns. | |||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||
The Company accounts for options granted to employees by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as expense over the period during which the recipient is required to provide services in exchange for that award. | |||||||||
Options and warrants granted to consultants and other non-employees are recorded at fair value as of the grant date and subsequently adjusted to fair value at the end of each reporting period until such options and warrants vest, and the fair value of such instruments, as adjusted, is expensed over the related vesting period. | |||||||||
The Company incurred stock-based compensation charges, net of estimated forfeitures of $386,000 and $192,000 for the three months ended March 31, 2015 and 2014, respectively. The following table summarizes the nature of such charges for the years then ended (in thousands): | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
General & Administrative: Compensation and related benefits | $ | 254 | $ | 172 | |||||
General & Administrative: Professional fees | 132 | -- | |||||||
Acquisition transaction costs | -- | 20 | |||||||
Totals | $ | 386 | $ | 192 | |||||
Net Loss Per Share | Net Loss Per Share | ||||||||
The Company computes basic and diluted earnings per share by dividing net loss by the weighted average number of common shares outstanding during the period. Basic and diluted net loss per common share were the same since the inclusion of common shares issuable pursuant to the exercise of options and warrants in the calculation of diluted net loss per common shares would have been anti-dilutive. | |||||||||
The following table summarizes the number of common shares and common share equivalents excluded from the calculation of diluted net loss per common share for the three months ended March 31, 2015 and 2014: | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Options | 2,981,658 | 2,067,210 | |||||||
Warrants | 511,262 | 411,262 | |||||||
Shares accrued but not issued | 35,715 | 32,143 | |||||||
Totals | 3,528,635 | 2,510,615 | |||||||
Reclassification | Reclassification | ||||||||
Certain accounts in the prior year’s financial statements have been reclassified for comparative purposes to conform to the presentation in the current year’s financial statements. These reclassifications have no effect on previously reported earnings. | |||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
The FASB and the SEC have issued certain other accounting standards updates and regulations that will become effective in subsequent periods; however, management of the Company does not believe that any of those updates would have significantly affected the Company’s financial accounting measures or disclosures had they been in effect during 2015 or 2014, and does not believe that any of those pronouncements will have a significant impact on the Company’s consolidated financial statements at the time they become effective. | |||||||||
Reverse Stock Split | Reverse Stock Split | ||||||||
The board of directors was authorized by the Company's stockholders to effect a 1-for-2 reverse stock split of its common stock which was effective April 8, 2014. The financial statements and accompanying notes give effect to the 1-for-2 reverse stock split as if it occurred as of the beginning of the first period presented. | |||||||||
Subsequent Events | Subsequent Events | ||||||||
The Company evaluates events and/or transactions occurring after the balance sheet date and before the issue date of the consolidated financial statements to determine if any of those events and/or transactions requires adjustment to or disclosure in the consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Basis of Presentation/Summary of Significant Accounting Policies [Abstract] | |||||||||
Schedule of stock-based compensation charges | For the Three Months Ended March 31, | ||||||||
2015 | 2014 | ||||||||
General & Administrative: Compensation and related benefits | $ | 254 | $ | 172 | |||||
General & Administrative: Professional fees | 132 | -- | |||||||
Acquisition transaction costs | -- | 20 | |||||||
Totals | $ | 386 | $ | 192 | |||||
Schedule of number of common shares and common share equivalents excluded from the calculation of diluted net loss per common share | For the Three Months Ended March 31, | ||||||||
2015 | 2014 | ||||||||
Options | 2,981,658 | 2,067,210 | |||||||
Warrants | 511,262 | 411,262 | |||||||
Shares accrued but not issued | 35,715 | 32,143 | |||||||
Totals | 3,528,635 | 2,510,615 |
Acquisition_of_AirPatrol_Corpo1
Acquisition of AirPatrol Corporation (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Proforma Financial Information - AirPatrol acquisition [Abstract] | |||||
Schedule of proforma results of operations | (in thousands, except share amounts) | For the Three Months Ended March 31, 2014 | |||
Revenues | $ | 16,597 | |||
Net Loss Attributable to Common Shareholder | $ | (2,646 | ) | ||
Weighted Average Number of Common Shares | 19,246,028 | ||||
Outstanding, basic and diluted | |||||
Loss Per Common Share - Basic and Diluted | $ | (0.14 | ) |
Notes_and_Other_Receivables_Ta
Notes and Other Receivables (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes and Other Receivables [Abstract] | |||||||||
Schedule of Notes and other receivable | 31-Mar-15 | 31-Dec-14 | |||||||
Notes receivable | $ | 900 | $ | 900 | |||||
Other receivables | 802 | 394 | |||||||
Total Notes and Other Receivables | $ | 1,702 | $ | 1,294 |
Inventory_Tables
Inventory (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Inventory [Abstract] | |||||||||
Schedule of inventory | 31-Mar-15 | December 31, 2014 | |||||||
Raw materials | $ | 86 | $ | 401 | |||||
Work in process | 8 | 113 | |||||||
Finished goods | 448 | 96 | |||||||
Total Inventory | $ | 542 | $ | 610 |
Deferred_Revenue_Tables
Deferred Revenue (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Deferred Revenue [Abstract] | |||||||||
Schedule of deferred revenue | 31-Mar-15 | 31-Dec-14 | |||||||
Deferred Revenue, Current | |||||||||
Maintenance agreements | $ | 8,420 | $ | 8,321 | |||||
Services | 468 | 368 | |||||||
Total Deferred Revenue, Current | 8,888 | 8,689 | |||||||
Deferred Revenue, Non-Current | |||||||||
Maintenance agreements | 6,781 | 7,181 | |||||||
Total Deferred Revenue | $ | 15,669 | $ | 15,870 |
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt [Abstract] | |||||||||
Schedule of debt | 31-Mar-15 | December 31, 2014 | |||||||
Short-Term Debt | |||||||||
Advances payable | 722 | 722 | |||||||
Notes payable | 421 | 423 | |||||||
Revolving line of credit | 5,879 | 3,898 | |||||||
Term loan | 250 | 375 | |||||||
Total Short-Term Debt | $ | 7,272 | $ | 5,418 | |||||
Long-Term Debt | |||||||||
Notes payable | $ | 100 | $ | 100 | |||||
Total Long-Term Debt | $ | 100 | $ | 100 | |||||
Schedule of notes payable and accrued interest | 31-Mar-15 | December 31, 2014 | |||||||
Notes Payable, Short-Term | |||||||||
Notes payable dated August 31, 2013 (A) | 421 | 423 | |||||||
Total Notes Payable, Short-Term | $ | 421 | $ | 423 | |||||
Notes Payable, Long-Term | |||||||||
Notes payable dated August 30, 2013 (B) | $ | 100 | $ | 100 | |||||
Total Notes Payable, Long-Term | $ | 100 | $ | 100 |
Stock_Options_Tables
Stock Options (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stock Options [Abstract] | |||||||||
Schedule of weighted-average assumptions Black-Scholes option-pricing model | 31-Mar-15 | 31-Mar-14 | |||||||
Risk-free interest rate | 1.99% | 2.78% | |||||||
Expected life of option grants | 10 years | 10 years | |||||||
Expected volatility of underlying stock | 39.40% | 39.40% | |||||||
Dividends Assumption | 0 | 0 |
Credit_Risk_and_Concentrations1
Credit Risk and Concentrations (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Credit Risk and Concentrations [Abstract] | |||||||||||||||||
Schedule of risk percentage of revenue from customers | Three Months Ended March 31, | ||||||||||||||||
2015 | 2014 | ||||||||||||||||
$ | % | $ | % | ||||||||||||||
Customer A | 3,038 | 22% | -- | -- | |||||||||||||
Customer B | -- | -- | 2,333 | 14% | |||||||||||||
Customer C | -- | -- | 2,025 | 12% |
Segment_Reporting_and_Foreign_1
Segment Reporting and Foreign Operations (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Segment Reporting and Foreign Operations [Abstract] | |||||||||||||||||||||
Schedule of segment reporting information | Sysorex Mobile, IoT & Big Data Products | Storage and Computing | SaaS Revenues | Professional Services | Consolidated | ||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||||||
Net revenues | $ | 143 | $ | 10,277 | $ | 973 | $ | 2,729 | $ | 14,122 | |||||||||||
Cost of net revenues | $ | (125 | ) | $ | (8,530 | ) | $ | (222 | ) | $ | (1,198 | ) | $ | (10,075 | ) | ||||||
Gross profit | $ | 18 | $ | 1,747 | $ | 751 | $ | 1,531 | $ | 4,047 | |||||||||||
Gross margin % | 12 | % | 17 | % | 77 | % | 56 | % | 29 | % | |||||||||||
Depreciation and amortization | $ | 31 | $ | 32 | $ | 21 | $ | 1 | $ | 85 | |||||||||||
Amortization of intangibles | $ | 554 | $ | 192 | $ | 136 | $ | -- | $ | 882 | |||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||||||
Net revenues | $ | -- | $ | 13,201 | $ | 974 | $ | 2,145 | $ | 16,320 | |||||||||||
Cost of net revenues | $ | -- | $ | (10,431 | ) | $ | (203 | ) | $ | (1,336 | ) | $ | (11,970 | ) | |||||||
Gross profit | $ | -- | $ | 2,770 | $ | 771 | $ | 809 | $ | 4,350 | |||||||||||
Gross margin % | -- | 21 | % | 79 | % | 38 | % | 27 | % | ||||||||||||
Depreciation and amortization | $ | -- | $ | 21 | $ | 11 | $ | 7 | $ | 39 | |||||||||||
Amortization of intangibles | $ | -- | $ | 192 | $ | 136 | $ | -- | $ | 328 | |||||||||||
Schedule of reconciliation of reportable "segments" combined income from operations | For the Three Months Ended | ||||||||||||||||||||
March 31, | |||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||
Income from operations of reportable segments | $ | 4,047 | $ | 4,350 | |||||||||||||||||
Unallocated corporate expenses | $ | (6,858 | ) | $ | (5,044 | ) | |||||||||||||||
Interest expense | $ | (99 | ) | $ | (108 | ) | |||||||||||||||
Other income (expense) | $ | 5 | $ | 14 | |||||||||||||||||
Consolidated net loss before income taxes | $ | (2,905 | ) | $ | (788 | ) | |||||||||||||||
Schedule of financial data by geographic area | United | Saudi | |||||||||||||||||||
States | Canada | Arabia | Eliminations | Total | |||||||||||||||||
Three Months Ended March 31, 2015: | |||||||||||||||||||||
Revenues by geographic area | $ | 14,122 | $ | -- | $ | -- | $ | -- | $ | 14,122 | |||||||||||
Operating loss by geographic area | $ | (2,522 | ) | $ | (280 | ) | $ | (9 | ) | $ | -- | $ | (2,811 | ) | |||||||
Net loss by geographic area | $ | (2,616 | ) | $ | (280 | ) | $ | (9 | ) | $ | -- | $ | (2,905 | ) | |||||||
Three Months Ended March 31, 2014: | |||||||||||||||||||||
Revenues by geographic area | $ | 16,320 | $ | -- | $ | -- | $ | -- | $ | 16,320 | |||||||||||
Operating loss by geographic area | $ | (608 | ) | $ | -- | $ | (86 | ) | $ | -- | $ | (694 | ) | ||||||||
Net income (loss) by geographic area | $ | (737 | ) | $ | -- | $ | (86 | ) | $ | -- | $ | (823 | ) | ||||||||
As of March 31, 2015: | |||||||||||||||||||||
Identifiable assets by geographic area | $ | 60,537 | $ | 168 | $ | 774 | $ | -- | $ | 61,479 | |||||||||||
Long lived assets by geographic area | $ | 31,519 | $ | 25 | $ | -- | $ | -- | $ | 31,544 | |||||||||||
As of December 31, 2014: | |||||||||||||||||||||
Identifiable assets by geographic area | $ | 61,149 | $ | 133 | $ | 778 | $ | -- | $ | 62,060 | |||||||||||
Long lived assets by geographic area | $ | 32,398 | $ | 30 | $ | -- | $ | -- | $ | 32,428 |
Organization_and_Nature_of_Bus1
Organization and Nature of Business (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | 4-May-15 | Apr. 29, 2015 | Mar. 20, 2013 | Mar. 15, 2013 | |
Organization and Nature of Business (Textuals) | ||||||
Working capital deficiency | $4,500,000 | |||||
Net loss | -2,905,000 | -823,000 | ||||
Cash used in operations | -2,261,000 | -334,000 | ||||
Line of credit, Outstanding | 4,200,000 | 5,000,000 | ||||
Term loan | 750,000 | |||||
Subsequent Event [Member] | ||||||
Organization and Nature of Business (Textuals) | ||||||
Line of credit, Outstanding | 5,999,000 | |||||
Increase in line of credit | 10,000,000 | |||||
Term loan | 2,000,000 | 208,000 | ||||
Repayments of term loan | $167,000 | $56,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Stock Based Compensation [Abstract] | ||
General & Administrative: Compensation and related benefits | $254 | $172 |
General & Administrative: Professional fees | 132 | 0 |
Acquisition transaction costs | 0 | 20 |
Totals | $386 | $192 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of common shares and common share equivalents excluded from the calculation of diluted net loss per share | 3,528,635 | 2,510,615 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of common shares and common share equivalents excluded from the calculation of diluted net loss per share | 2,981,658 | 2,067,210 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of common shares and common share equivalents excluded from the calculation of diluted net loss per share | 511,262 | 411,262 |
Shares accrued but not issued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of common shares and common share equivalents excluded from the calculation of diluted net loss per share | 35,715 | 32,143 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Summary of Significant Accounting Policies (Textual) | ||
Revenues | $14,122 | $16,320 |
Stock based compensation charges | 386 | 192 |
Reverse stock split, Description | The board of directors was authorized by the Company's stockholders to effect a 1-for-2 reverse stock split of its common stock which was effective April 8, 2014. | |
Multiple Deliverable Elements [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Revenues | $7,600 | $12,300 |
Acquisition_of_AirPatrol_Corpo2
Acquisition of AirPatrol Corporation (Details) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 |
Proforma Financial Information - AirPatrol acquisition [Abstract] | |
Revenues | $16,597 |
Net Loss Attributable to Common Shareholder | ($2,646) |
Weighted Average Number of Common Shares Outstanding, basic and diluted | 19,246,028 |
Loss Per Common Share - Basic and Diluted | ($0.14) |
Acquisition_of_AirPatrol_Corpo3
Acquisition of AirPatrol Corporation (Details Textual) (AirPatrol Corporation [Member], USD $) | 1 Months Ended | 0 Months Ended | 3 Months Ended |
Apr. 18, 2014 | Dec. 20, 2013 | Mar. 31, 2014 | |
AirPatrol Corporation [Member] | |||
Business Acquisition [Line Items] | |||
Percentage of interest acquired | 100.00% | 100.00% | |
Cash paid to acquire Company | $8,500,000 | $9,500,000 | |
Purchase price consideration shares | 1,042,809 | 2,000,000 | |
Number of shares held in escrow | 800,000 | 800,000 | |
Earn-out payment formula description | If for the five quarter period ending March 31, 2015, AirPatrol Net Income meets or exceeds $3.5 million, the Company shall pay to the former AirPatrol stockholders an earn-out payment equal to two times AirPatrol Net Income, provided that the total earn-out payment shall not exceed $10.0 million. | ||
Purchase price consideration shares value | 10,200,000 | 10,000,000 | |
Purchase Price | 19,700,000 | ||
Cash merger consideration working capital adjustment | $486,000 | ||
Merger consideration deducted shares | 157,192 |
IronSky_Investment_Details
IronSky Investment (Details) (Iron Sky Corporation [Member], USD $) | Nov. 30, 2014 | Oct. 31, 2013 |
Iron Sky Corporation [Member] | ||
Ironsky Investment (Textuals) | ||
Notes receivable net | $130,000 | |
Accounts receivable from IronSky | $190,000 |
Notes_and_Other_Receivables_De
Notes and Other Receivables (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Notes and Other Receivables [Abstract] | ||
Notes receivable | $900 | $900 |
Other receivables | 802 | 394 |
Total Notes and Other Receivables | $1,702 | $1,294 |
Notes_and_Other_Receivables_De1
Notes and Other Receivables (Details Textual) (USD $) | 1 Months Ended | |||
Jul. 17, 2014 | Jun. 19, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Notes Receivable (Textual) | ||||
Notes receivable, related party | $90,000 | $90,000 | ||
Third Party [Member] | ||||
Notes Receivable (Textual) | ||||
Interest rate per annum | 8.00% | |||
Debt instrument, Due date | 30-Jun-15 | |||
Notes receivable net | 900,000 | |||
Air Patrol Corporation [Member] | ||||
Notes Receivable (Textual) | ||||
Interest rate per annum | 0.33% | |||
Debt instrument, Due date | 19-Dec-15 | |||
Notes receivable, related party | $90,000 |
Inventory_Details
Inventory (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory [Abstract] | ||
Raw materials | $86 | $401 |
Work in process | 8 | 113 |
Finished goods | 448 | 96 |
Total Inventory | $542 | $610 |
Due_from_Related_Parties_Detai
Due from Related Parties (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Due from Related Parties [Abstract] | |||
Due from Sysorex Consulting Inc. | $666 | $666 | $666 |
Deferred_Revenue_Details
Deferred Revenue (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Deferred Revenue, current | ||
Total Deferred Revenue, current | $8,888 | $8,689 |
Deferred Revenue, non-current | ||
Total Deferred Revenue, non-current | 6,781 | 7,181 |
Total Deferred Revenue | 15,669 | 15,870 |
Maintenance agreements | ||
Deferred Revenue, current | ||
Total Deferred Revenue, current | 8,420 | 8,321 |
Deferred Revenue, non-current | ||
Total Deferred Revenue, non-current | 6,781 | 7,181 |
Services [Member] | ||
Deferred Revenue, current | ||
Total Deferred Revenue, current | $468 | $368 |
Debt_Details
Debt (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Short-Term Debt | ||
Advances payable | $722 | $722 |
Notes Payable | 421 | 423 |
Revolving line of credit | 5,879 | 3,898 |
Term loan | 250 | 375 |
Total Short-Term Debt | 7,272 | 5,418 |
Long-Term Debt | ||
Notes Payable | 100 | 100 |
Total Long-Term Debt | $100 | $100 |
Debt_Details_1
Debt (Details 1) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Notes Payable, Short-Term | ||
Total Notes Payable, Short-Term | $421 | $423 |
Notes Payable, Long-Term | ||
Total Notes Payable, Long-Term | 100 | 100 |
Note payable dated August 31, 2013 | ||
Notes Payable, Short-Term | ||
Total Notes Payable, Short-Term | 421 | 423 |
Note payable dated August 30, 2013 | ||
Notes Payable, Long-Term | ||
Total Notes Payable, Long-Term | $100 | $100 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||
Mar. 15, 2013 | Aug. 29, 2013 | Mar. 31, 2015 | Dec. 31, 2011 | Aug. 31, 2013 | Dec. 31, 2014 | Mar. 20, 2013 | |
Debt Instrument [Line Items] | |||||||
Litigation settlement in favor of Creative Edge, Inc. | $936,000 | ||||||
Litigation amount, repaid | 214,000 | ||||||
Litigation amount to be paid through a surety bond | 515,000 | ||||||
Amount accrued as advances payable | 207,000 | 207,000 | |||||
Notes payable, current | 421,000 | 423,000 | |||||
Escrow balance in other current assets | 1,490,000 | 1,463,000 | |||||
Escrow balance in other assets | 1,350,000 | 1,371,000 | |||||
Revolving line of credit | 5,000,000 | 4,200,000 | |||||
Loans payable | 750,000 | ||||||
Description of debt instrument maturity date | Amendment 2 to the BFA further defined the term advance maturity date as August 27, 2015. | ||||||
Description on debt instrument | Incurs interest at the greater of 5.25% or the bank's prime rate plus 2%. | ||||||
Debt Instrument Periodic Payment Principal | 42,000 | ||||||
Advances payable | 722,000 | 722,000 | |||||
Business acquisition, description | 100%-owned subsidiaries of Sysorex Global Holdings, Inc., entered into a Business Finance Agreement (the "Agreement") as co-borrowers (the "Borrowers") with Bridge Bank | ||||||
Line of credit facility, expiration date | 15-Mar-15 | ||||||
Cash consideration in connection with acquisition | 3,000,000 | ||||||
Business acquisition costs | 1,200,000 | ||||||
Line of credit facility, Interest rate during period | 5.25% | 5.25% | |||||
Line of credit facility | 6,000,000 | ||||||
Fair value of warrants | 137,000 | ||||||
Fees paid to Bridge Bank | 7,000 | ||||||
Warrants to purchase shares of common stock | 56,250 | ||||||
Term loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Paid Date | 27-Aug-16 | ||||||
Loans payable | 750,000 | 375,000 | |||||
Description on debt instrument | Incurs interest at the greater of 5.25% or the bank's prime rate plus 2%. | ||||||
Acquisition of Shoom Inc | |||||||
Debt Instrument [Line Items] | |||||||
Cash paid for Shoom Acquisition | 2,500,000 | ||||||
Purchase price consideration shares | 1,400,000 | ||||||
Amounts held in escrow per purchase agreement | 420,000 | 500,000 | |||||
Business acquisition, escrow description | Approximately $500,000 of the cash purchase price was deposited in escrow of which any amounts not subject to claims shall be released to the former Shoom stockholders, on a pro-rata basis, in equal installments over seven years on the anniversary date of the closing date. | ||||||
Escrow balance in other current assets | 70,000 | ||||||
Escrow balance in other assets | 350,000 | ||||||
Note payable dated August 31, 2013 | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable, current | $421,000 | $423,000 | |||||
Note payable dated August 30, 2013 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Paid Date | 31-Dec-17 | ||||||
Interest rate per annum | 3.00% |
Common_Stock_Details
Common Stock (Details) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 |
Common shares issued for services | $132 |
Common Stock [Member] | |
Common shares issued for services | |
Common shares issued for services, Shares | 84,145 |
Stock_Options_Details
Stock Options (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Stock Options [Abstract] | ||
Risk-free interest rate | 1.99% | 2.78% |
Expected life of option grants | 10 years | 10 years |
Expected volatility of underlying stock | 39.40% | 39.40% |
Dividends Assumption | $0 | $0 |
Stock_Options_Details_Textual
Stock Options (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||
Expected life of option grants | 10 years | 10 years |
Options [Member] | ||
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||
Weighted average remaining term of non-vested options | 2 years 11 months 27 days | |
Employee [Member] | ||
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||
Number of options granted, shares | 236,500 | |
Expected life of option grants | 10 years | |
Options exercise price | 1.56 | |
Fair value of options granted | 162,000 | |
Fair value of the stock option as of grant date | 1.56 | |
Fair value of non-vested options | 3,097,251 |
Credit_Risk_and_Concentrations2
Credit Risk and Concentrations (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Concentration Risk [Line Items] | ||
Revenues | $14,122 | $16,320 |
Customer Concentration Risk [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | 3,038 | |
Concentration risk, percentage | 22.00% | |
Customer Concentration Risk [Member] | Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | 2,333 | |
Concentration risk, percentage | 14.00% | |
Customer Concentration Risk [Member] | Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $2,025 | |
Concentration risk, percentage | 12.00% |
Credit_Risk_and_Concentrations3
Credit Risk and Concentrations (Details Textual) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Vendor | Vendor | |
Concentration Risk [Line Items] | ||
Sales to customers | $10,388 | $13,225 |
Number of vendors | 2 | 3 |
Vendor one [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 56.00% | 55.00% |
Vendor two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11.00% | 13.00% |
Vendor three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13.00% | |
Accounts payable [Member] | ||
Concentration Risk [Line Items] | ||
Number of vendors | 2 | |
Accounts payable [Member] | Vendor one [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 46.00% | |
Accounts payable [Member] | Vendor two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 14.00% | |
Accounts Receivable [Member] | Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 16.00% | |
Accounts Receivable [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13.00% | |
Accounts Receivable [Member] | Customer E [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11.00% |
Segment_Reporting_and_Foreign_2
Segment Reporting and Foreign Operations (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Net revenues | $14,122 | $16,320 |
Cost of net revenues | -10,075 | -11,970 |
Gross profit | 4,047 | 4,350 |
Gross margin % | 29.00% | 27.00% |
Depreciation and amortization | 85 | 39 |
Amortization of intangibles | 882 | 328 |
Sysorex Mobile, IoT & Big Data Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 143 | |
Cost of net revenues | 125 | |
Gross profit | 18 | |
Gross margin % | 12.00% | |
Depreciation and amortization | 31 | |
Amortization of intangibles | 554 | |
Storage and Computing [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 10,277 | 13,201 |
Cost of net revenues | 8,530 | 10,431 |
Gross profit | 1,747 | 2,770 |
Gross margin % | 17.00% | 21.00% |
Depreciation and amortization | 32 | 21 |
Amortization of intangibles | 192 | 192 |
SaaS Revenues [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 973 | 974 |
Cost of net revenues | 222 | 203 |
Gross profit | 751 | 771 |
Gross margin % | 77.00% | 79.00% |
Depreciation and amortization | 21 | 11 |
Amortization of intangibles | 136 | 136 |
Professional Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 2,729 | 2,145 |
Cost of net revenues | 1,198 | 1,336 |
Gross profit | 1,531 | 809 |
Gross margin % | 56.00% | 38.00% |
Depreciation and amortization | 1 | 7 |
Amortization of intangibles |
Segment_Reporting_and_Foreign_3
Segment Reporting and Foreign Operations (Details 1) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting and Foreign Operations [Abstract] | ||
Income from operations of reportable segments | $4,047 | $4,350 |
Unallocated corporate expenses | 6,858 | 5,044 |
Interest expense | -99 | -108 |
Other income (expense) | -94 | -94 |
Consolidated net loss before income taxes | ($2,905) | ($788) |
Segment_Reporting_and_Foreign_4
Segment Reporting and Foreign Operations (Details 2) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues by geographic area | $14,122 | $16,320 | |
Operating loss by geographic area | -2,811 | -694 | |
Net loss | -2,905 | -823 | |
Identifiable assets by geographic area | 61,479 | 62,060 | |
Long lived assets by geographic area | 31,544 | 32,428 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues by geographic area | 14,122 | 16,320 | |
Operating loss by geographic area | -2,522 | -608 | |
Net loss | -2,616 | -737 | |
Identifiable assets by geographic area | 60,537 | 61,149 | |
Long lived assets by geographic area | 31,519 | 32,398 | |
Canada | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues by geographic area | |||
Operating loss by geographic area | -280 | ||
Net loss | -280 | ||
Identifiable assets by geographic area | 168 | 133 | |
Long lived assets by geographic area | 25 | 30 | |
Saudi Arabia | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues by geographic area | |||
Operating loss by geographic area | -9 | -86 | |
Net loss | -9 | -86 | |
Identifiable assets by geographic area | 774 | 778 | |
Long lived assets by geographic area | |||
Eliminations | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues by geographic area | |||
Operating loss by geographic area | |||
Net loss | |||
Identifiable assets by geographic area | |||
Long lived assets by geographic area |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2011 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Litigation settlement in favor of Creative Edge, Inc. | $936,000 | ||
Amount paid towards loss contingency | 214,000 | ||
Litigation amount to be paid through a surety bond | 515,000 | ||
Litigation amount accrued as advances payable, expected to be paid within 12 months | 207,000 | 207,000 | |
Required sale value of acquisition shares, pre-split | $6,000,000 | ||
Acquisition shares issued, post-split | 3,000,000 | ||
Business combination consideration description | AirPatrol Net Income meets or exceeds $3.5 million, the Company shall pay to the former AirPatrol stockholders an earn-out payment equal to two times AirPatrol Net Income, provided that the total earn-out payment shall not exceed $10,000,000. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | 4-May-15 | Apr. 29, 2015 | Apr. 24, 2015 | |
Subsequent Event [Line Items] | |||||
Expected life of option grants | 10 years | 10 years | |||
Employee One [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of options granted, shares | 650,500 | ||||
Fair value of stock options award | 636,500 | ||||
Employee One [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Options exercise price | 2.32 | ||||
Employee One [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Options exercise price | 2.14 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of options granted, shares | 20,000 | ||||
Share-based compensation expense | 43,250 | ||||
Bank Facility Credit Limit | 10,000,000 | ||||
Term loan | 2,000,000 | ||||
Maturity date of term loan | 29-Apr-18 | ||||
Line of credit facility, Interest rate description | The term loan accrues interest at the greater of 5.25% or Bridge Bank's prime rate plus 2%. | ||||
Repayments of term loan | 167,000 | 56,000 | |||
Options exercise price | $2.25 | ||||
Term loan accrues interest percentage | 5.25% | ||||
Subsequent Event [Member] | LightMiner Systems, Inc.[Member] | |||||
Subsequent Event [Line Items] | |||||
Number of options granted, shares | 100,000 | ||||
Cash purchase price consideration | 19,000 | ||||
Stock purchase price consideration | 3,200,000 | ||||
Aggregate value of consideration | 567,150 | ||||
Ownership percentage | 19.00% | ||||
Price per share | $2 | ||||
Common shares issued for acquisition, Shares | 127,000 | ||||
Common shares issued for acquisition, Value | $200,000 |