Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 21, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Sysorex, Inc. | ||
Entity Central Index Key | 0001737372 | ||
Trading Symbol | SYSX | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 34,110,469 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 6 | $ 22 |
Accounts receivable, net | 321 | 1,881 |
Notes and other receivables | 9 | 170 |
Inventory | 7 | |
Prepaid licenses and maintenance contracts | 15 | 4,638 |
Prepaid assets and other current assets | 50 | 263 |
Total Current Assets | 401 | 6,981 |
Prepaid licenses and maintenance contracts, non-current | 2,264 | |
Property and equipment, net | 27 | 172 |
Intangible assets, net | 2,572 | 5,113 |
Other assets | 35 | 10 |
Total Assets | 3,035 | 14,540 |
Current Liabilities | ||
Accounts payable | 13,976 | 24,271 |
Accrued liabilities | 603 | 3,215 |
Short Term debt, net of debt discount | 596 | |
Deferred revenue | 182 | 5,554 |
Total Current Liabilities | 15,357 | 33,040 |
Long Term Liabilities | ||
Related party note payable | 2,204 | |
Deferred revenue, non-current | 2,636 | |
Acquisition liability - Integrio | 62 | 997 |
Other liabilities | 74 | 39 |
Total Liabilities | 17,697 | 36,712 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized; 41,648,222 shares issued and 33,523,268 shares outstanding as of December 31, 2018 | 4 | |
Treasury stock, at cost, 8,124,954 shares at December 31, 2018 | (1) | |
Additional paid-in-capital | (11,542) | |
Accumulated Deficit | (3,123) | |
Parent's net deficit | (22,172) | |
Total Stockholders' Deficit | (14,662) | (22,172) |
Total Liabilities and Stockholder's Deficit | $ 3,035 | $ 14,540 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2018$ / sharesshares |
Statement of Financial Position [Abstract] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 41,648,222 |
Common stock, shares outstanding | 33,523,268 |
Treasury stock, shares | 8,124,954 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | ||
Products | $ 2,664 | $ 33,392 |
Services | 1,805 | 7,806 |
Total Revenues | 4,469 | 41,198 |
Cost of Revenues | ||
Products | 1,070 | 28,310 |
Services | 1,151 | 4,770 |
Total Cost of Revenues | 2,221 | 33,080 |
Gross Profit | 2,248 | 8,118 |
Operating Expenses (Income) | ||
Research and development | 168 | 849 |
Sales and marketing | 1,781 | 4,211 |
General and administrative | 5,749 | 7,632 |
Impairment of goodwill | 7,805 | |
Gain on earnout | (934) | |
Amortization of intangibles | 2,540 | 2,077 |
Total Operating Expenses, Net | 9,304 | 22,574 |
Loss from Operations | (7,056) | (14,456) |
Other Income (Expense) | ||
Interest expense | (855) | (1,937) |
Other income, net | 10 | 348 |
Extinguishment loss on debt modification | (869) | |
Total Other Income (Expense) | (845) | (2,458) |
Net Loss | $ (7,901) | $ (16,914) |
Net Loss per share - basic and diluted | $ (0.27) | $ (0.60) |
Weighted Average Shares Outstanding - basic and diluted | 29,385,323 | 28,208,310 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-In Capital | Net Parent Investment | Accumulated Deficit | Total |
Balance at Dec. 31, 2016 | $ (662) | $ (662) | ||||
Balance, shares at Dec. 31, 2016 | ||||||
Net distributions from parent | (4,596) | (4,596) | ||||
Net loss for the period January 1, 2018 through August 31, 2018 | (16,914) | (16,914) | ||||
Balance at Dec. 31, 2017 | (22,172) | (22,172) | ||||
Balance, shares at Dec. 31, 2017 | ||||||
Net loss for the period January 1, 2018 through August 31, 2018 | (4,778) | (4,778) | ||||
Adoption of accounting standards | 1,287 | 1,287 | ||||
Net transfers from former Parent | 14,059 | 14,059 | ||||
Reclassification of net parent investment in connection with distribution | (11,604) | 11,604 | ||||
Common stock distributed in connection with spinoff | $ 4 | $ (1) | (3) | |||
Common stock distributed in connection with spinoff, shares | 40,000,000 | 11,791,690 | ||||
Shared issues for trademark | 40 | 40 | ||||
Shared issues for trademark, shares | 1,000,000 | |||||
Shares reissued from Treasury related to exercise of former parent warrants | ||||||
Shares reissued from Treasury related to exercise of former parent warrants, shares | (3,666,736) | |||||
Shares issued for services | 25 | 25 | ||||
Shares issued for services, shares | 648,222 | |||||
Net loss for the period September 1, 2018 through December 31, 2018 | (3,123) | (3,123) | ||||
Balance at Dec. 31, 2018 | $ 4 | $ (1) | $ (11,542) | $ (3,123) | $ (14,662) | |
Balance, shares at Dec. 31, 2018 | 41,648,222 | 8,124,954 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (7,901) | $ (16,914) |
Adjustment to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation | 115 | 187 |
Amortization of intangibles | 2,540 | 2,077 |
Impairment of goodwill | 7,805 | |
Gain on earnout – Integrio acquisition | (934) | (561) |
Loss on disposal of fixed assets | 29 | 53 |
Gain on the settlement of liabilities | 276 | (430) |
Stock based compensation | 65 | 150 |
Extinguishment loss on debt modification | 869 | |
Amortization of debt discount | 299 | 672 |
Provision for doubtful accounts | 276 | 21 |
Change in fair value of accrued issuable equity | (54) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,284 | 8,881 |
Other receivables | 161 | 169 |
Inventories | 7 | 193 |
Other current assets | 213 | 395 |
Prepaid licenses & maintenance contracts | (15) | 11,588 |
Other assets | (25) | 68 |
Accounts payable | (10,570) | 2,376 |
Accrued liabilities | (2,612) | 653 |
Deferred revenue | 182 | (12,681) |
Other liabilities | 88 | (119) |
Total Adjustments | (8,675) | 22,366 |
Net Cash Provided By (Used In) Operating Activities | (16,576) | 5,452 |
Cash Flows From Investing Activities | ||
Cash acquired in spin-off | 362 | |
Purchase of property and equipment | (80) | |
Net Cash Used in Investing Activities | 362 | (80) |
Cash Flows From Financing Activities | ||
Cash proceeds from related party note | 3,244 | |
Repayments to related party note | (1,040) | |
Cash proceeds from short term debt | 520 | |
Cash paid for short term debt transactional costs | (20) | |
Net cash proceeds from Payplant credit facility | 96 | |
Net distributions from (to) parent | 13,398 | (6,288) |
Net Cash Provided By (Used In) Financing Activities | 16,198 | (6,288) |
Net Decrease in Cash | (16) | (916) |
Cash - beginning of period | 22 | 938 |
Cash - end of period | 6 | 22 |
Cash paid for: | ||
Interest | 784 | 31 |
Income taxes | 6 | 1 |
Non-cash investing and financing activities: | ||
Adjustment to opening retained earnings for adoption of ASC 606 | 1,287 | |
Net distributions from parent | 299 | 1,691 |
Debt discount – original issue discount | 105 | |
Acquisition of Integrio Technologies: | ||
Assumption of assets other than cash (property and equipment) | 64 | |
Assumption of assets other than cash - intangibles | $ 4,858 |
Description of Business, the Sp
Description of Business, the Spin-Off and Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, the Spin-Off and Going Concern and Management's Plans | Note 1 — Description of Business, the Spin-Off and Going Concern and Management's Plans Description of Business Sysorex, Inc., through its wholly-owned subsidiary, Sysorex Government Services, Inc., formerly known as (f/k/a) Inpixon Federal, Inc. ("SGS"), (unless otherwise stated or the context otherwise requires, the terms "SGS" "we," "us," "our" and the "Company" refer collectively to Sysorex, Inc. and SGS), provides information technology solutions primarily to the public sector. These solutions include cybersecurity, professional services, engineering support, IT consulting, enterprise level technology, networking, wireless, help desk, and custom IT solutions. The Company is headquartered in Virginia. The Spin-Off On August 31, 2018 (the "Distribution Date"), the Company became an independent company through the pro rata distribution by Inpixon of 100% of the outstanding common stock of Sysorex to Inpixon equity holders (the "Distribution"). Each Inpixon equity holder of record as of the close of business on August 21, 2018 received one share of the Company's common stock for every three shares of Inpixon common stock held on the record date or such number of shares of common stock issuable upon complete conversion of Inpixon convertible preferred stock or exercise of certain participating warrants. Approximately 40 million shares of the Company's common stock were distributed on the Distribution Date to Inpixon equity holders. In connection with the initial Distribution of its common stock, the Company has 11,791,690 shares of common stock reserved for issuance in treasury (a) to the holders of certain Inpixon warrants who will be entitled to receive shares of the Company's common stock if the warrants are exercised, and (b) the holders of Inpixon securities that were subject to beneficial ownership limitations in connection with the distribution and for future issuances. The Company's common stock began regular-way trading on the OTC Markets under the symbol "SYSX" on September 4, 2018. Immediately prior to the Distribution, Inpixon transferred substantially all of the assets and liabilities and operations of Inpixon's value added reseller business to the Company, which was completed on August 31, 2018 (the "Capitalization"). The Company's consolidated financial statements prior to the Capitalization were prepared on a stand-alone basis and were derived from Inpixon's consolidated financial statements and accounting records. The consolidated financial statements included herein reflect the Company's financial position, results of operations, and cash flows as the Company's business was operated as part of Inpixon's prior to the Capitalization. Following the Capitalization, the consolidated financial statements include the accounts of the Company and SGS. All periods presented have been accounted for in conformity with the accounting principles that are generally accepted in the United States of America ("GAAP"). Going Concern and Management's Plans As of December 31, 2018, the Company had a minimal cash balance and a working capital deficit of approximately $15.0 million. In addition, the Company has a stockholders' deficit of approximately $14.7 million. For the years ended December 31, 2018 and 2017, the Company incurred net losses of approximately $7.9 million and $16.9 million, respectively. The aforementioned factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern within one year after the date the consolidated financial statements are issued. The Company does not believe that its capital resources as of December 31, 2018, availability on the Payplant facility to finance purchase orders and invoices in an amount equal to 80% of the face value of purchase orders received, funds from financing from our related party note (as defined in Note 9 below) and other short-term borrowings, higher margin public sector contracts capture, reauthorization of key vendors and credit limitation improvements will be sufficient to fund planned operations during the year ending December 31, 2019. As a result, the Company will need additional funds to support its obligations for the next twelve months. The Company may raise additional capital as needed, through the issuance of equity, equity-linked or debt securities. The Company's consolidated financial statements as of December 31, 2018 have been prepared under the assumption that we will continue as a going concern for the next twelve months from the date the financial statements are issued. Management's plans and assessment of the probability that such plans will mitigate and alleviate any substantial doubt about the Company's ability to continue as a going concern, is dependent upon the ability to attain funding to secure additional resources to generate sufficient revenues and increased margin, which without these represent the principal conditions that raise substantial doubt about our ability to continue as a going concern. The Company's consolidated financial statements as of December 31, 2018 do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 2 — Basis of Presentation and Significant Accounting Policies The consolidated financial statements have been prepared using the accounting records of Sysorex and SGS. 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 allowance for doubtful accounts; ● the valuation allowance for the deferred tax asset; and ● the impairment of long-lived assets. Revenue Recognition In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-08, “Revenue from Contracts with Customers — Principal versus Agent Considerations”, in April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) — Identifying Performance Obligations and Licensing” and in May 9, 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606)”, or ASU 2016-12. This update provides clarifying guidance regarding the application of ASU No. 2014-09 — Revenue from Contracts with Customers which is not yet effective. These new standards provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In July 2015, the FASB deferred the effective date of ASU 2014-09 until annual and interim periods beginning on or after December 15, 2017. It has replaced most existing revenue recognition guidance under GAAP. The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. The Company has adopted Topic 606 using a modified retrospective approach and will be applied prospectively in the financial statements from January 1, 2018 forward. Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time”, depending on the facts and circumstances of the arrangement, and will be evaluated using a five-step model. The adoption of Topic 606 did have a material impact on our financial statements. Hardware and Software Revenue Recognition The Company is a primary resale channel for a large group of vendors and suppliers, including original equipment manufacturers (“OEMs”), software publishers and wholesale distributors. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of consideration is probable. The Company evaluates the following indicators amongst others when determining whether it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified product or service, (ii) the Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) the Company has discretion in establishing the price for the specified good or service. If the terms of a transaction do not indicate the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis. The Company recognizes revenue once control has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the Company has a right to payment for the product or service, (ii) the customer has legal title to the product, (iii) the Company has transferred physical possession of the product to the customer, (iv) the customer has the significant risk and rewards of ownership of the product and (v) the customer has accepted the product. The Company’s products can be delivered to customers in a variety of ways, including (i) as physical product shipped from the Company’s warehouse, (ii) via drop-shipment by the vendor or supplier or (iii) via electronic delivery of keys for software licenses. The Company’s shipping terms typically specify F.O.B. destination. The Company leverages drop-shipment arrangements with many of its vendors and suppliers to deliver products to its customers without having to physically hold the inventory at its warehouse . The Company is the principal in the transaction and recognizes revenue for drop-shipment arrangements on a gross basis. The Company may provide integration of products from multiple vendors as a solution it sells to the customer. In this arrangement, the Company provides direct warranty to the customer with the Company’s own personnel as the customer requires warranty on the solution and not individual vendor products. This type of warranty is sold integral to the overall solution quoted to the customer. The Company considers these service-type warranties to be performance obligations of the principal from the underlying products that make up a solution and therefore is acting as a principal in the transaction and records revenue on a gross basis at the point of sale. License and Maintenance Services Revenue Recognition The Company provides a customized design and configuration solution for its customers and in this capacity resells hardware, software and other IT equipment license and maintenance services in exchange for fixed fees. The Company selects the vendors and sells the products and services, including maintenance services, that best fit the customer’s needs. For sales of maintenance services and warranties, the customer obtains control at the point in time that the services to be provided by a third-party vendor are purchased by the customer and therefore the Company’s performance obligation to provide the overall systems solution is satisfied at that time. The Company’s customers generally pay within 30 to 60 days from the receipt of a customer-approved invoice. For resale of services, including maintenance services, warranties, and extended warranties, the Company is acting as an agent as the primary activity for those services are fulfilled by a third party. While the Company may facilitate and act as a first responder for these services, the third-party service providers perform the primary maintenance and warranty services for the customer. Therefore, the Company is not primarily responsible for performing these services and revenue is recorded on a net basis. Professional Services Revenue Recognition The Company’s professional services include fixed fee and time and materials contracts. Fixed fees are paid monthly, in phases, or upon acceptance of deliverables. The Company’s time and materials contracts are paid weekly or monthly based on hours worked. Revenue on time and material contracts is recognized based on a fixed hourly rate as direct labor hours are expended. Materials, or other specified direct costs, are reimbursed as actual costs and may include markup. The Company has elected the practical expedient to recognize revenue for the right to invoice because the Company’s right to consideration corresponds directly with the value to the customer of the performance completed to date. For fixed fee contracts, the Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing continuous service. Because the Company’s contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Anticipated losses are recognized as soon as they become known. For the years ended December 31, 2018 and 2017, 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. Impairment of Long-Lived Assets The Company amortizes intangible assets with finite lives over their estimated useful lives and reviews them for impairment whenever an impairment indicator exists. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of its long-lived assets, including its intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. The Company did not recognize any intangible asset impairment charges for the years ended December 31, 2018 and 2017. Recent Accounting Standards The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method, which was applied to all contracts at the date of initial application. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The cumulative effect of the changes made to our consolidated opening January 1, 2018 balance sheet for the adoption of ASU 2014-09, Revenue — Revenue from Contracts with Customers Balance at December 31, Adjustments due to ASU 2014-09 Balance at January 1, Balance Sheet: Assets Prepaid licenses & maintenance contracts, current 4,638 (4,638 ) — Prepaid licenses & maintenance contracts, non-current 2,264 (2,264 ) — Liabilities Deferred revenue, current 5,554 (5,554 ) — Deferred revenue, non-current 2,636 (2,636 ) — Equity Accumulated deficit (22,172 ) 1,287 (20,885 ) In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated income statement and balance sheet was as follows (in millions): For the Year Ended December 31, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) Income Statement Revenues Products (A) 2,664 8,438 (5,774 ) Services 1,805 1,805 - Cost and expenses Cost of Revenues Products (A) 1,070 5,966 (4,896 ) Services 1,151 1,151 - Gross Profit 2,248 3,126 (878 ) Income/Loss from Operations (7,056 ) (7,934 ) (878 ) Net Income (Loss) (7,901 ) (8,779 ) (878 ) Recent Accounting Standards As of December 31, 2018 As Balances Without Effect of Change Balance Sheet Assets Prepaid Licenses & Maintenance Contracts, current — — — Prepaid Licenses & Maintenance Contracts, non-Current — 2,264 (2,264 ) Liabilities Deferred Revenue, current — — — Deferred Revenue, non-current — 2,636 (2,636 ) Equity Accumulated Deficit (13,883 ) (13,473 ) 410 (A) Product revenues and cost of revenues include maintenance/licenses contracts that are sold by the company but performed by third parties. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260) and Derivatives and Hedging (Topic 815) - Accounting for Certain Financial Instruments with Down Round Features” (“ASU 2017-11”). Equity-linked instruments, such as warrants and convertible instruments may contain down round features that result in the strike price being reduced on the basis of the pricing of future equity offerings. Under ASU 2017-11, a down round feature will no longer require a freestanding equity-linked instrument (or embedded conversion option) to be classified as a liability that is remeasured at fair value through the income statement (i.e. marked-to-market). However, other features of the equity-linked instrument (or embedded conversion option) must still be evaluated to determine whether liability or equity classification is appropriate. Equity classified instruments are not marked-to-market. For earnings per share (“EPS”) reporting, the ASU requires companies to recognize the effect of the down round feature only when it is triggered by treating it as a dividend and as a reduction of income available to common shareholders in basic EPS. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period. The Company adopted ASU 2017-11 effective October 1, 2018 and its adoption of did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. As an emerging growth company, the Company expects to delay adoption of ASU 2016-02 until January 1, 2020. ASU 2016-02 is not expected to have a material impact on the financial statements or disclosures. Emerging Growth Company Sysorex is an “emerging growth company” as defined in the JOBS Act. As such, Sysorex will be eligible to take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not emerging growth companies, including compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. In addition, Section 107 of the JOBS Act provides that an emerging growth company may take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for complying with new or revised accounting standards, meaning that Sysorex, as an emerging growth company, can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Sysorex has elected to take advantage of this extended transition period, and therefore our financial statements may not be comparable to those of companies that comply with such new or revised accounting standards. Accounts Receivable, net Accounts receivables are stated at the amount the Company expects to collect. The Company recognizes an allowance for doubtful accounts to ensure accounts receivables are not overstated due to un-collectability. Bad debt reserves are maintained for various customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings, or deterioration in the customer’s operating results or financial position. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. The Company’s allowance for doubtful accounts was approximately $65,000 as of December 31, 2018 and was nominal as of December 31, 2017. Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the useful life of the asset, or the initial lease term. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. Intangible Assets Intangible assets primarily consist of customer relationships, supplier relationships and trade name/trademarks. They are amortized ratably over their deemed useful life of one to seven years. The Company assesses the carrying value of its intangible assets for impairment each year. Based on its assessments, the Company did not incur any impairment charges for the years ended December 31, 2018 and 2017. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited. Pursuant to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Pursuant to ASC Paragraphs 360-10-35-29 through 35-36 Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall include only the future cash flows (cash inflows less associated cash outflows) that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset (asset group). Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall incorporate the entity’s own assumptions about its use of the asset (asset group) and shall consider all available evidence. The assumptions used in developing those estimates shall be reasonable in relation to the assumptions used in developing other information used by the entity for comparable periods, such as internal budgets and projections, accruals related to incentive compensation plans, or information communicated to others. However, if alternative courses of action to recover the carrying amount of a long-lived asset (asset group) are under consideration or if a range is estimated for the amount of possible future cash flows associated with the likely course of action, the likelihood of those possible outcomes shall be considered. A probability-weighted approach may be useful in considering the likelihood of those possible outcomes. Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall be made for the remaining useful life of the asset (asset group) to the entity. For long-lived assets (asset groups) that have uncertainties both in timing and amount, an expected present value technique will often be the appropriate technique with which to estimate fair value. Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses. Based on its assessments, the Company did not record any impairment charges for the years ended December 31, 2018 and 2017. Shipping and Handling Costs Shipping and handling costs are expensed as incurred as part of cost of revenues. These costs were deemed to be nominal for the years ended December 31, 2018 and 2017. Advertising Costs Advertising costs are expensed as incurred. Advertising costs, which are included in selling, general and administrative expenses, were deemed to be nominal for the years ended December 31, 2018 and 2017. Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Income tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. Subsequent Events The Company evaluates events and/or transactions occurring after the balance sheet date and before the issue date of the financial statements to determine if any of those events and/or transactions require adjustment to or disclosure in the financial statements. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 3 — Property and Equipment, net Property and equipment at December 31, 2018 and 2017 consisted of the following (in thousands of dollars): As of December 31, 2018 2017 Computer and office equipment $ 39 $ 868 Furniture and fixtures 109 169 Software 12 12 Total 160 1,049 Less: accumulated depreciation and amortization (133 ) (877 ) Total Property and Equipment, Net $ 27 $ 172 Depreciation and amortization expense were $115,000 and $187,000 for the years ended December 31, 2018 and 2017, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4 — Intangible Assets Intangible assets at December 31, 2018 and 2017 consisted of the following (in thousands of dollars): Gross Carrying Amount Accumulated Amortization 2018 2017 2018 2017 Trade Name/Trademarks $ 3,250 $ 3,250 $ (2,863 ) $ (2,243 ) Customer Relationships 4,003 4,003 (2,523 ) (1,804 ) Supplier Relationships 2,985 2,985 (2,280 ) (1,078 ) Totals $ 10,238 $ 10,238 $ (7,666 ) $ (5,125 ) Aggregate amortization expense for the years ended December 31, 2018 and 2017 was $2.5 million and $2.1 million, respectively. Future amortization expense on intangibles assets is anticipated to be as follows (in thousands of dollars): Years Ending December 31, Amount 2019 $ 1,659 2020 313 2021 313 2022 287 Total $ 2,572 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 5 — Goodwill The Company has recorded goodwill and other indefinite-lived assets in connection with its acquisitions. Goodwill, which represents the excess of acquisition cost over the fair value of the net tangible and intangible assets of the acquired company, is not amortized. Indefinite-lived intangible assets are stated at fair value as of the date acquired in a business combination. The Company’s goodwill balance and other assets with indefinite lives were evaluated for potential impairment during the third quarter of September 30, 2017, as certain indications on a qualitative and quantitative basis were identified, that an impairment existed as of the reporting date. During the year ended December 31, 2017, the Company recognized a $7.8 million impairment charge. The impairment charge was primarily precipitated by the continued decline in Parent’s stock price during the year ended December 31, 2017, accumulated losses and the lack of required working capital to fund our operations. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred Revenue | Note 6 — Deferred Revenue Deferred revenue as of December 31, 2018 and 2017 consisted of the following (in thousands of dollars): As of 2018 2017 Deferred Revenue, Current Maintenance agreements $ 89 $ 5,554 Service and other agreements 93 - Total Deferred Revenue, Current 182 5,554 Deferred Revenue, Non-Current Maintenance agreements - 2,636 Total Deferred Revenue $ 182 $ 8,190 As stated in Note 2 – Recent Accounting Standards, the Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method, which was applied to all contracts at the date of initial application. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The adjustment to opening retained earnings for adoption of ASC 606 was $1,287. The fair value of the deferred revenue approximates the services to be rendered. The tax impact of the adoption was a decrease to the deferred tax asset and a corresponding increase to the valuation allowance. This is included in Other Liabilities of the Balance Sheet. |
Accrued Issuable Equity _ Other
Accrued Issuable Equity – Other Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Issuable Equity [Abstract] | |
Accrued Issuable Equity – Other Liabilities | Note 7 — Accrued Issuable Equity – Other Liabilities In connection with the Distribution of its common stock, the Company has reserved in treasury 3,194,120 shares of common stock for eventual issuance to certain holders of Inpixon securities that are currently subject to beneficial ownership limitations in connection with the Distribution. On August 31, 2018, the Company recorded approximately $128,000 of accrued issuable equity in connection with these share issuance obligations. During the year ended December 31, 2018, the Company has recorded a gain on change in fair value of accrued issuable equity of approximately $54,000 , which was charged to the statement of operations. This is included in Other Income, Net. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 — Income Taxes The income tax provision (benefit) for the years ended December 31, 2018 and 2017 consists of the following (in thousands of dollars): 2018 2017 U.S. federal Current $ - $ - Deferred 3,515 1,652 State and Local Current 10 4 Deferred 1,803 (717 ) 5,328 939 Change in valuation allowance (5,328 ) (939 ) Income tax provision (benefit) $ - $ - The reconciliation between the U.S. statutory federal income tax rate and the Company’s effective rate for the years ended December 31, 2018 and 2017 is as follows: 2018 2017 U.S. federal statutory rate 21.0 % 34.0 % State income taxes, net of federal benefit (7.4 ) 2.7 Impairment of goodwill - (9.1 ) Incentive stock options - (0.3 ) Federal and state rate change and other (7.1 ) (31.8 ) Other permanent items (0.8 ) (1.0 ) Change in valuation allowance (5.8 ) 5.5 Effective rate (0.0 )% 0.0 % As of December 31, 2018 and 2017, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following (in thousands of dollars): As of December 31, 2018 2017 Deferred Tax Assets Net operating loss carryovers $ 488 $ 8,070 Deferred revenue - 1,448 Fixed assets - 6 Accrued compensation 18 67 Reserves 201 229 Intangible assets 4,173 557 Other 201 18 Total deferred tax assets 5,081 10,395 Less: valuation allowance (5,081 ) (10,395 ) Deferred tax assets, net of valuation allowance $ 0 $ 0 In accordance with applicable U.S. tax laws, the Spin Off as described in Note 1 was determined to result in a taxable gain to Inpixon. It is expected that Inpixon will make an election pursuant to the Internal Revenue Code Section 336(e) to treat the Distribution as a sale of assets. Accordingly, the tax effects of the changes in the tax basis of assets and liabilities, as offset by a valuation allowance, have been recognized in equity. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Act”) tax reform legislation. This legislation made significant changes in U.S. tax law including a reduction in the corporate tax rates, changes to net operating loss carryovers and carrybacks, and a repeal of the corporate alternative minimum tax. The legislation reduced the U.S. corporate tax rate from 34% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liabilities at the enacted rate. This revaluation resulted in a provision of $5.4 million to income tax expense and a corresponding reduction in the deferred tax asset, which was offset by an equivalent adjustment to the valuation allowance. The other provisions of the Tax Cuts and Jobs Act did not have a material impact on the consolidated financial statements. The Company completed its analysis of the Act and did not identify any revisions within the measurement period guidance outlined in Staff Accounting Bulletin “SAB 118” . We will continue to assess our provision for income taxes as future guidance is issued, but do not currently anticipate significant revisions will be necessary. As of December 31, 2018 and 2017, the Company had approximately $2.3 million and $32.3 million, respectively, of U.S. federal and state net operating loss (“NOL”) carryovers available to offset future taxable income. NOL’s generated prior to the Distribution were charged off to equity. The NOL’s generated in 2018 do not expire and have an indefinite life. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realization of deferred tax assets, management considers, whether it is “more likely than not”, that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2018 and 2017. As of December 31, 2018 and 2017, the change in valuation allowance was $1.2 million and $(0.9) million, respectively. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file federal and state income tax returns. Based on the Company’s evaluation, it has been concluded that there are no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements for the years ended December 31, 2018 and 2017. The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and penalties as interest expense and as a component of general and administrative expense, respectively. There were no amounts accrued for interest or penalties for the years ended December 31, 2018 and 2017. Management does not expect any material changes in its unrecognized tax benefits in the next year. The Company operates in multiple tax jurisdictions and, in the normal course of business, its tax returns are subject to examination by various taxing authorities. Such examinations may result in future assessments by these taxing authorities. The Company is subject to examination by U.S. tax authorities beginning with the year ended December 31, 2018. Currently, the Company is not subject to any examinations. |
Related Party Note
Related Party Note | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Note | Note 9 — Related Party Note On December 31, 2018, the Company entered into a note purchase agreement with Inpixon (the “Note Purchase Agreement”) pursuant to which Inpixon, the Company’s former parent, agreed to purchase from the Company at a purchase price equal to the Loan Amount (as defined below), a secured promissory note (the “Related Party Note”) for up to an aggregate principal amount of 3,000,000.00 (the “Principal Amount”), including any amounts advanced through the date of the Related Party Note (the “Prior Advances”), to be borrowed and disbursed in increments (such borrowed amount, together with the Prior Advances, collectively referred to as the “Loan Amount”), with interest to accrue at a rate of ten percent (10%) per annum on all such Loan Amounts, beginning as of the date of disbursement with respect to any portion of such Loan Amount. In addition, the Company agreed to pay $20,000 to Inpixon to cover Inpixon’ legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Related Party Note (the “Transaction Expense Amount”), all of which amount is included in the Principal Amount. The initial Loan Amount, therefore, includes any amounts disbursed to the Company and the Transaction Expense Amount. The Company may borrow under the Related Party Note, as needed, for a total outstanding balance, exclusive of any unpaid accrued interest, not to exceed the Principal Amount at any one time. All sums advanced by Inpixon to the maturity date pursuant to the terms of the Note Purchase Agreement will become part of the aggregate Loan Amount underlying the Related Party Note. All outstanding principal amounts and accrued unpaid interest owing under the Related Party Note shall become immediately due and payable on the earlier to occur of (i) December 31, 2020 (the “Maturity Date”), (ii) at such date when declared due and payable by Inpixon upon the occurrence of an Event of Default (as defined in the Related Party Note), or (iii) at any such earlier date as set forth in the Related Party Note. All accrued unpaid interest shall be payable in cash. Pursuant to the terms of the Related Party Note, the Company granted Inpixon, subject to any and all Payplant Liens (as defined in the Related Party Note) and Permitted Liens (as defined in the Related Party Note), a continuing first priority security interest in all assets of the Company whether owned as of the date of the Related Party Note or subsequently acquired, including all proceeds therefrom (collectively, the “Collateral”) to secure the payment of the Related Party Note and all other loans and advances (including all renewals, modifications and extensions thereof) and all obligations of any and every kind and nature of the Company to Inpixon, whether arising prior to, under or after the Related Party Note, however incurred or evidenced, plus all interest, reasonable costs, reasonable expenses and reasonable attorneys’ fees, which may be made or incurred by Inpixon in the disbursement, administration, and collection of such amounts, and in the protection, maintenance, and liquidation of the Collateral. The proceeds received, interest and legal costs accrued in accordance with the Related Party Note for the year ended December 31, 2018 is $2,204,000. |
Short Term Debt
Short Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Short Term Debt | Note 10 — Short Term Debt Short Term Debt as of December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Short-Term Debt Chicago Venture Convertible Note payable (A) $ 500 $ – Revolving Credit Facility (B) 96 – Total Short-Term Debt $ 596 $ – (A) Chicago Venture Convertible Note Payable On December 31, 2018, the Company issued a $625,000 principal face amount convertible promissory note (the “Convertible Note”) to an investor, which yielded net proceeds of $500,000 to the Company pursuant to a Securities Purchase Agreement, dated as of December 31, 2018, by and between the Company and the investor. The Convertible Note bears interest at the rate of 10% per year and is due and payable 10 months after the date of issuance. The Convertible Note carries an original issue discount of $105,000 and the Company agrees to pay $20,000 to the Lender to cover its transaction costs incurred with the purchase and sale of the Convertible Note. The agreement states that the Lender has the right to convert all or part of the outstanding balance into fully paid and non-assessable common stock. The conversion formula is as follows: The number of shares will equal the amount of the outstanding note balance being converted divided by $0.05 per share. The Company determined since the value of the underlying equity on the commitment date was $0.0229 per share, was less than the Lender Conversion Price $0.05, the Company determined there was no beneficial conversion feature. The Lender Conversion Price is subject to certain adjustment such as down-round features whereby the agreement notes that if the Company were to sell, issue or grant any common stock, option to purchase common stock, right to reprice, preferred shares convertible into common stock, or debt, warrants, options or other securities which are convertible, exercisable, or exchangeable for shares of common stock at a price per share less than the Lender Conversion Price, then the Lender Conversion Price shall be reduced to equal the new lower price, subject to a floor of $0.01 per share. When and if there is an adjustment under the down-round provision, the Company will analyze the accounting treatment of the adjustment. Redemptions may occur at any time after the 6-month anniversary of the date of issuance of the Convertible Note with a minimum redemption price equal to the Conversion Price. If the conversion rate is less than the market price, then the redemptions must be made in cash. (B) Revolving Credit Facility On August 31, 2018, the Company entered in an agreement with Payplant Alternatives Funds LLC, pursuant to which Payplant may purchase from the Borrowers, in Payplant’s sole and absolute discretion, Eligible Receivables, as that term is defined in the agreement, in exchange for cash advances, subject to the terms and conditions in the agreement. On September 21, 2018, the Company entered into the Payplant Loan and Security Agreement (the “Loan Agreement”) with Payplant LLC as agent for Payplant Alternatives Fund LLC (“Payplant”). Pursuant to the Loan Agreement and the terms set forth in the form of promissory note attached as Exhibit A to the Loan Agreement, (the “Note”), Payplant, in its sole and absolute discretion, may loan money to the Borrowers on the basis of purchase orders or invoices issued by the Borrowers to customers for goods and services provided. The term of any loan made to the Borrowers may not exceed 360 days. The principal amount of any loan will accrue interest at a 30-day rate of 2%, calculated per day. Upon the occurrence and during the continuance of an Event of Default, as defined in the Loan Agreement, interest will accrue at a rate equal to the interest rate plus 0.42% per 30 days. In no event will interest, when combined with all fees that may be characterized as interest, exceed the Maximum Rate, as defined in the Loan Agreement. All computations of interest will be made on the basis of a 360-day year. The Borrowers will have the right to prepay any loan upon the payment of a premium of at least 30 days of interest. As security for the repayment of any loans and the performance of the Borrowers’ Obligations, as defined in the Loan Agreement, the Borrowers granted to Payplant a security interest in the Collateral, as defined in the Loan Agreement. As of December 31, 2018, the principal amount outstanding under the Loan Agreement was $96,000 and is included in Short Term Debt in the consolidated financial statements. |
Credit Risk and Concentrations
Credit Risk and Concentrations | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Credit Risk and Concentrations | Note 11 — 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, consequently, 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. 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 years ended December 31, 2018 and 2017 (in thousands of dollars): For the Years Ended 2018 2017 $ % $ % Customer A 2,005 38 % - - Customer B 633 12 % - Customer C 523 10 % - - Customer D 4,603 11 % As of December 31, 2018, Customer A represented approximately 27%, of total accounts receivable. As of December 31, 2017, the Company did not have any concentrations of accounts receivable. For the year ended December 31, 2018, two vendors represented approximately 20% and 11% of total purchases. Purchases from these vendors during the year ended December 31, 2018 were $440,000 and $257,000. For the year ended December 31, 2017, two vendors represented approximately 28% and 16% of total purchases. Purchases from these vendors during the year ended December 31, 2017 were $6.5 million and $3.8 million. As of December 31, 2018, three vendors represented approximately 40%, 15% and 12% of total gross accounts payable As of December 31, 2017, two vendors represented approximately 30% and 15% of total gross accounts payable. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 — Commitments and Contingencies Operating Leases Our principal executive offices were located at 2355 Dulles Corner Blvd., Suite 600, Herndon, Virginia 20171. We leased these premises, which consisted of approximately 11,000 square feet, pursuant to a 29-month lease that expired on September 30, 2018. Our gross monthly rent was approximately $30,000 through December 31, 2018. On October 1, 2018, the Company's principal executive offices moved to 13880 Dulles Corner Lane, Suite 175, Herndon, Virginia 20171. We lease these premises, which consists of approximately 5,800 square feet, pursuant to a lease that expires on November 30, 2021. Provided that there is no event of default under this lease, rent will be abated for the last 8 calendar months of the term prior to the expiration date. The total amount of rent expense under the leases is recognized on a straight-line basis over the term of the leases. As of December31, 2018 and 2017, prepaid rent was $5,300 and $0, respectively. Rent expense under the operating leases for the years ended December 31, 2018 and 2017 was $288,000 and $794,000, respectively. Future minimum lease payments under the above operating lease commitments at December 31, 2018 are as follows (in thousands of dollars): For the Years Ending December 31, Operating Lease 2019 $ 117 2020 122 2021 31 Total $ 270 Litigation Certain conditions may exist as of the date the 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 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. On August 10, 2017, Embarcadero Technologies, Inc. ("Embarcadero") and Idera, Inc. ("Idera") filed a complaint in the U.S. Federal District Court for the Western District of Texas against SGS and Integrio for failure to pay for purchased software and services pursuant to certain reseller agreements. The complaint alleges that SGS entered into an agreement with Integrio to acquire certain assets and assume certain liabilities of Integrio and are therefore responsible for any amounts due. In the complaint, Embarcadero and Idera demand that SGS and Integrio pay $1,100,000.00 in damages. On April 26, 2018, the parties filed a stipulation of dismissal to dismiss this case with prejudice following entry into a settlement agreement pursuant to which the Company agreed to satisfy the outstanding payables. On April 28, 2018, the court rendered the final judgment to approve this stipulation. The liability has been accrued and is included as a component of accounts payable. On August 11, 2017, Micro Focus (US) Inc. ("Micro Focus") filed a complaint in the Circuit Court of Fairfax County, Virginia against SGS for failure to pay a debt settlement entered into on March 13, 2017 for a principal amount of approximately $246,000 plus accrued interest. The complaint demands full payment of the principal amount of approximately $246,000 plus accrued interest. On October 31, 2017, Micro Focus filed a motion for summary judgment against SGS. The Company consented to the court entering summary judgment in favor of Micro Focus in the amount of approximately $246,000, with interest accruing at 10% per annum from June 13, 2017 until payment is completed. On April 19, 2018, the Company signed a settlement agreement with Microfocus for $200,000, which has been paid as of the date of this filing. On March 1, 2017, VersionOne, Inc. filed a complaint in the United States District Court, Eastern District of Virginia, against Inpixon, Sysorex, and SGS (collectively, "Defendants"). The complaint alleges that VersionOne provided services to Integrio having a value of approximately $486,000, that in settlement of this amount Integrio and VersionOne entered into an agreement, whereby Integrio agreed to pay, and VersionOne agreed to accept as full payment, approximately $243,000 (the "Settlement Amount"), and that as a result of the Defendants' acquisition of the assets of Integrio, Defendants assumed the Settlement Amount but failed to pay amounts owed to VersionOne. The complaint also alleges that, subsequent to closing of the acquisition, VersionOne provided additional services to Defendants having a value of approximately $145,000, for which it has not been paid. VersionOne alleges that, Defendants have an obligation to pay both the Settlement Amount and the cost of the additional services. On Dec. 8, 2017, the court entered judgment against Inpixon, SGS, and Sysorex, jointly and severally, in the amount of approximately $334,000. The liability of $29,223 has been accrued and is included as a component of accounts payable as of December 31, 2018 in the consolidated balance sheets. On September 5, 2017, Dell Marketing threatened legal action against Sysorex and demanded approximately $1.8 million for payment of unpaid invoices. On or about January 29, 2018 the parties executed a settlement agreement resolving the matter. No court action was filed. The liability of $927,171 has been accrued and is included as a component of accounts payable as of December 31, 2018 in the consolidated balance sheets. On December 28, 2017, Virtual Imaging, Inc. ("Virtual Imaging") filed a complaint in the United States District Court, Eastern District of Virginia, against Sysorex and SGS (collectively, the "Defendants"). The complaint alleges that Virtual Imaging provided products to the Defendants having an aggregate value of approximately $3,938,000, of which approximately $3,688,000 remains outstanding and overdue. Virtual Imaging has demanded compensation for the unpaid amount of approximately $3,688,000. The parties have settled this matter and agreed to a settlement payment schedule. The liability of $1,988,390 has been accrued and is included as a component of accounts payable as of December 31, 2018 in the consolidated balance sheets. On January 2, 2018, VMS, Inc. sent a demand letter claiming Sysorex owes approximately $1.2 million in unpaid invoices. The parties have settled this matter and agreed to a settlement payment schedule. The liability of $902,255 has been accrued and is included as a component of accounts payable as of December 31, 2018 in the consolidated balance sheets. On January 22, 2018, Deque Systems, Inc. ("Deque") filed a motion for entry of default judgment (the "Motion") against SGS in the Circuit Court of Fairfax County, Virginia. The Motion alleges that SGS failed to respond to a complaint served on November 22, 2017. The Motion requests a default judgment in the amount of $336,000 plus $20,000 in legal fees. On August 10, 2018, the Company and Deque entered into a settlement agreement and the Company is repaying the debt in monthly installments. The liability of $280,000 has been accrued and is included as a component of accounts payable as of December 31, 2018 in the consolidated balance sheets. On February 16, 2018, the Versata Companies submitted a notice of mediation to the WIPO Arbitration and Mediation Center claiming that SGS owes approximately $421,000 in unpaid invoices and late fees. Approximately $176,000 of that amount is under dispute by SGS. The parties are currently negotiating a settlement agreement and payment plan to pay the outstanding liability. The liability of $46,994 has been accrued and is included as a component of accounts payable as of December 31, 2018 in the consolidated balance sheets. On April 6, 2018, AVT Technology Solutions, LLC, filed a complaint in the United States District Court Middle District of Florida Tamp Division against Inpixon and Sysorex alleging breach of contract, breach of corporate guaranty and unjust enrichment in connection with non-payment for goods received and requesting a judgment in an amount of not less than $9,152,698. On August 15, 2018, the Company entered into a settlement agreement with AVT and is making payments based on the settlement schedule for repayment. The liability of $5,012,703 has been accrued and is included as a component of accounts payable as of December 31, 2018 in the consolidated balance sheets. On February 20, 2019, Inpixon, the Company and Atlas Technology Group, LLC ("Atlas") entered into a settlement agreement (the "Settlement Agreement") in connection with the satisfaction of an arbitration award in an aggregate amount of $1,156,840 plus pre-judgment interest equal to an aggregate of $59,955 (the "Award") granted to Atlas following arbitration proceedings arising out of an engagement agreement, dated September 8, 2016, by and between Atlas and Inpixon as well as its subsidiaries, including the predecessor to the Company (the "Engagement Agreement"). Pursuant to the Settlement Agreement, Atlas agreed to (a) reduce the Award by $275,000 resulting in a net award of $941,795.53 (the "Net Award") and (b) accept an aggregate of 749,440 shares of freely-tradable common stock of Inpixon (the "Settlement Shares"), in satisfaction of the Award, which was determined by dividing 120% of the Net Award by $1.508, which was the "minimum price," as defined under Nasdaq Listing Rule 5635(d), of Inpixon's common stock. The closing occurred on February 21, 2019. The Award is deemed satisfied in full and the parties are deemed to have released each other from any claims arising out of the Engagement Agreement. In connection with the Spin-off, the Company and Inpixon each agreed pursuant to the terms and conditions of that certain Separation and Distribution Agreement, dated August 7, 2018, as amended, that 50% of the costs and liabilities related to the arbitration action arising from the Engagement Agreement would be shared by each party following the spin-off. As a result, the Company is obligated to indemnify Inpixon for half of the total amount paid by Inpixon to satisfy the Award. In the event that the total net proceeds received by Atlas or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) exceeds the amount of the Net Award, Atlas agreed to deliver an amount equal to the difference between the sale proceeds and the Net Award to the legal counsel for Inpixon and the Company to be applied against fees incurred in connection with the arbitration and the Settlement Agreement. The Company has recorded its obligation in its financial statements, in Accounts Payable, $559,121 as of December 31, 2018. The Company entered into and continues its discussions with the Internal Revenue Service regarding late filings of certain 2017 payroll taxes. As a result, the Company has accrued $217,000 in penalties and interest as of August 31, 2018. Gain on Earnout Under the terms of the asset purchase agreement between Integrio and Emtec Federal, LLC (its wholly owned subsidiary) (collectively, the "Seller") and Inipxon and SGS (collectively, the "Buyer"), the Seller was eligible for an earnout that was included as part of the purchase consideration. During 2018 the Company determined that the Seller was ineligible for a portion of the earnout as the Seller did not meet the terms of the earnout provisions under the agreement and therefore recorded a gain on earnout of $934,000 which is included in the operating expenses section of the consolidated statement of operations. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 13 — Stockholders' Deficit Authorized capital The Company is authorized to issue 500,000,000 shares of common stock, $0.00001 par value, and 10,000,000 shares of preferred stock, $0.00001 par value. The holders of the Company's common stock are entitled to one vote per share. As of December 31, 2018, 500,000,000 common stock shares authorized; 41,648,222 shares were issued and 33,523,268 shares are outstanding. No preferred stock has been designated or issued. Equity incentive plan On July 30, 2018, the board of directors of the Company and its sole director approved the Company's 2018 Equity Incentive Plan (the "2018 Plan"), which enables the Company to grant stock options, share appreciation rights, restricted stock, restricted stock units, share awards, performance unit awards, and cash awards to associates, directors, consultants, and advisors of the Company and its affiliates, and to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Company's sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company. Stock options granted under the 2018 Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code of 1986. Each option, or portion thereof, that is not an incentive stock option, shall be considered a non-qualified option. The option price must be at least 100% of the fair market value on the date of grant and if an Incentive Stock Option is issued to a 10% or greater shareholder the grant must be 110% of the fair market value on the date of the grant. The 2018 Plan is to be administered by the Board, which shall have discretion over the awards and grants thereunder. The aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan is 8,000,000, which number will be automatically increased on the first day of each quarter, beginning on January 1, 2019 and for each quarter thereafter, by a number of shares of common stock equal to the least of (i) 1,000,000 shares,(ii) 10% of the shares of common stock issued and outstanding on that date, or (iii) a lesser number of shares that may be determined by the board. No awards may be issued after July 30, 2028. As of December 31, 2018, there were no awards outstanding under the plan. As of December 31, 2018, there were 8,000,000 securities available for future issuance under the 2018 Plan. Common stock On August 31, 2018, as part of the Spin-off, the Company entered into a Trademark License Agreement with Sysorex Consulting, Inc. for use of the mark "Sysorex". As consideration for the license, the Company issued 1,000,000 shares of its common stock with a fair value of $40,000 to Sysorex Consulting, Inc. and has agreed to issue to Sysorex Consulting, Inc. 250,000 shares of its common stock on each anniversary of the completion of the Spin-off until the License Agreement is terminated. The Company has expensed the licensing fee during the year ended December 31, 2018. During the year ended December 31, 2018, the Company issued 648,222 shares of common stock with an issuance date fair value of $25,281 for services provided. The services being provided are debt consolidation funding and capital funding raise through securities issuance. Stock options On August 31, 2018, as part of the Spin-off, the Company issued replacement Sysorex stock options to employees of Sysorex who formerly held Inpixon stock options, to purchase an aggregate of 1,945 shares of common stock with exercise prices ranging from $ 22.76 to $224.12 and expiration dates ranging from March 2023 to February 2027. The options vest as follows: (i.) every month after the grant date up to 4 years or (ii.) 25% upon the issuance and every year thereafter after on the grant date. Treasury stock As part of the Spin-off, and in connection with the initial Distribution of its common stock, the Company has 11,791,690 shares of common stock reserved for issuance in treasury (a) to the holders of certain Inpixon warrants who will be entitled to receive shares of the Company's common stock if the warrants are exercised, and (b) the holders of Inpixon securities that were subject to beneficial ownership limitations in connection with the distribution and for future issuances. During the year ended December 31, 2018, the Company reissued 3,666,736 shares of common stock from treasury in connection with the exercise of Inpixon warrants. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 — Subsequent Events On February 20, 2019, Inpixon, the Company and Atlas Technology Group, LLC (“Atlas”) entered into a settlement agreement (the “Settlement Agreement”) in connection with the satisfaction of an arbitration award in an aggregate amount of $1,156,840.25 plus pre-judgment interest equal to an aggregate of $59,955.28 (the “Award”) granted to Atlas following arbitration proceedings arising out of an engagement agreement, dated September 8, 2016, by and between Atlas and Inpixon as well as its subsidiaries, including the predecessor to the Company (the “Engagement Agreement”). Pursuant to the Settlement Agreement, Atlas agreed to (a) reduce the Award by $275,000 resulting in a net award of $941,795.53 (the “Net Award”) and (b) accept an aggregate of 749,440 shares of freely-tradable common stock of Inpixon (the “Settlement Shares”), in satisfaction of the Award, which was determined by dividing 120% of the Net Award by $1.508, which was the “minimum price,” as defined under Nasdaq Listing Rule 5635(d), of Inpixon’s common stock. The closing occurred on February 21, 2019. The Award is deemed satisfied in full and the parties are deemed to have released each other from any claims arising out of the Engagement Agreement. In connection with the Spin-off, the Company and Inpixon each agreed pursuant to the terms and conditions of that certain Separation and Distribution Agreement, dated August 7, 2018, as amended, that 50% of the costs and liabilities related to the arbitration action arising from the Engagement Agreement would be shared by each party following the spin-off. As a result, the Company is obligated to indemnify Inpixon for half of the total amount paid by Inpixon to satisfy the Award. In the event that the total net proceeds received by Atlas or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) exceeds the amount of the Net Award, Atlas agreed to deliver an amount equal to the difference between the sale proceeds and the Net Award to the legal counsel for Inpixon and the Company to be applied against fees incurred in connection with the arbitration and the Settlement Agreement. On February 4, 2019, the Related Party Note was amended to increase the maximum principal amount that may be outstanding at any time under the Related Party Note from $3,000,000 to $5,000,000. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
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 allowance for doubtful accounts; ● the valuation allowance for the deferred tax asset; and ● the impairment of long-lived assets. |
Revenue Recognition | Revenue Recognition In March 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2016-08, "Revenue from Contracts with Customers — Principal versus Agent Considerations", in April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606) — Identifying Performance Obligations and Licensing" and in May 9, 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606)", or ASU 2016-12. This update provides clarifying guidance regarding the application of ASU No. 2014-09 — Revenue from Contracts with Customers which is not yet effective. These new standards provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In July 2015, the FASB deferred the effective date of ASU 2014-09 until annual and interim periods beginning on or after December 15, 2017. It has replaced most existing revenue recognition guidance under GAAP. The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. The Company has adopted Topic 606 using a modified retrospective approach and will be applied prospectively in the financial statements from January 1, 2018 forward. Revenues under Topic 606 are required to be recognized either at a "point in time" or "over time", depending on the facts and circumstances of the arrangement, and will be evaluated using a five-step model. The adoption of Topic 606 did have a material impact on our financial statements. Hardware and Software Revenue Recognition The Company is a primary resale channel for a large group of vendors and suppliers, including original equipment manufacturers ("OEMs"), software publishers and wholesale distributors. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of consideration is probable. The Company evaluates the following indicators amongst others when determining whether it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified product or service, (ii) the Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) the Company has discretion in establishing the price for the specified good or service. If the terms of a transaction do not indicate the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis. The Company recognizes revenue once control has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the Company has a right to payment for the product or service, (ii) the customer has legal title to the product, (iii) the Company has transferred physical possession of the product to the customer, (iv) the customer has the significant risk and rewards of ownership of the product and (v) the customer has accepted the product. The Company's products can be delivered to customers in a variety of ways, including (i) as physical product shipped from the Company's warehouse, (ii) via drop-shipment by the vendor or supplier or (iii) via electronic delivery of keys for software licenses. The Company's shipping terms typically specify F.O.B. destination. The Company leverages drop-shipment arrangements with many of its vendors and suppliers to deliver products to its customers without having to physically hold the inventory at its warehouse . The Company is the principal in the transaction and recognizes revenue for drop-shipment arrangements on a gross basis. The Company may provide integration of products from multiple vendors as a solution it sells to the customer. In this arrangement, the Company provides direct warranty to the customer with the Company's own personnel as the customer requires warranty on the solution and not individual vendor products. This type of warranty is sold integral to the overall solution quoted to the customer. The Company considers these service-type warranties to be performance obligations of the principal from the underlying products that make up a solution and therefore is acting as a principal in the transaction and records revenue on a gross basis at the point of sale. License and Maintenance Services Revenue Recognition The Company provides a customized design and configuration solution for its customers and in this capacity resells hardware, software and other IT equipment license and maintenance services in exchange for fixed fees. The Company selects the vendors and sells the products and services, including maintenance services, that best fit the customer's needs. For sales of maintenance services and warranties, the customer obtains control at the point in time that the services to be provided by a third-party vendor are purchased by the customer and therefore the Company's performance obligation to provide the overall systems solution is satisfied at that time. The Company's customers generally pay within 30 to 60 days from the receipt of a customer-approved invoice. For resale of services, including maintenance services, warranties, and extended warranties, the Company is acting as an agent as the primary activity for those services are fulfilled by a third party. While the Company may facilitate and act as a first responder for these services, the third-party service providers perform the primary maintenance and warranty services for the customer. Therefore, the Company is not primarily responsible for performing these services and revenue is recorded on a net basis. Professional Services Revenue Recognition The Company's professional services include fixed fee and time and materials contracts. Fixed fees are paid monthly, in phases, or upon acceptance of deliverables. The Company's time and materials contracts are paid weekly or monthly based on hours worked. Revenue on time and material contracts is recognized based on a fixed hourly rate as direct labor hours are expended. Materials, or other specified direct costs, are reimbursed as actual costs and may include markup. The Company has elected the practical expedient to recognize revenue for the right to invoice because the Company's right to consideration corresponds directly with the value to the customer of the performance completed to date. For fixed fee contracts, the Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing continuous service. Because the Company's contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Anticipated losses are recognized as soon as they become known. For the years ended December 31, 2018 and 2017, 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. Impairment of Long-Lived Assets The Company amortizes intangible assets with finite lives over their estimated useful lives and reviews them for impairment whenever an impairment indicator exists. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of its long-lived assets, including its intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. The Company did not recognize any intangible asset impairment charges for the years ended December 31, 2018 and 2017. |
Recent Accounting Standards | Recent Accounting Standards The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method, which was applied to all contracts at the date of initial application. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The cumulative effect of the changes made to our consolidated opening January 1, 2018 balance sheet for the adoption of ASU 2014-09, Revenue — Revenue from Contracts with Customers Balance at December 31, Adjustments due to ASU 2014-09 Balance at January 1, Balance Sheet: Assets Prepaid licenses & maintenance contracts, current 4,638 (4,638 ) — Prepaid licenses & maintenance contracts, non-current 2,264 (2,264 ) — Liabilities Deferred revenue, current 5,554 (5,554 ) — Deferred revenue, non-current 2,636 (2,636 ) — Equity Accumulated deficit (22,172 ) 1,287 (20,885 ) In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated income statement and balance sheet was as follows (in millions): For the Year Ended December 31, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) Income Statement Revenues Products (A) 2,664 8,438 (5,774 ) Services 1,805 1,805 - Cost and expenses Cost of Revenues Products (A) 1,070 5,966 (4,896 ) Services 1,151 1,151 - Gross Profit 2,248 3,126 (878 ) Income/Loss from Operations (7,056 ) (7,934 ) (878 ) Net Income (Loss) (7,901 ) (8,779 ) (878 ) As of December 31, 2018 As Balances Without Effect of Change Balance Sheet Assets Prepaid Licenses & Maintenance Contracts, current — — — Prepaid Licenses & Maintenance Contracts, non-Current — 2,264 (2,264 ) Liabilities Deferred Revenue, current — — — Deferred Revenue, non-current — 2,636 (2,636 ) Equity Accumulated Deficit (13,883 ) (13,473 ) 410 (A) Product revenues and cost of revenues include maintenance/licenses contracts that are sold by the company but performed by third parties. In July 2017, the FASB issued ASU No. 2017-11, "Earnings Per Share (Topic 260) and Derivatives and Hedging (Topic 815) - Accounting for Certain Financial Instruments with Down Round Features" ("ASU 2017-11"). Equity-linked instruments, such as warrants and convertible instruments may contain down round features that result in the strike price being reduced on the basis of the pricing of future equity offerings. Under ASU 2017-11, a down round feature will no longer require a freestanding equity-linked instrument (or embedded conversion option) to be classified as a liability that is remeasured at fair value through the income statement (i.e. marked-to-market). However, other features of the equity-linked instrument (or embedded conversion option) must still be evaluated to determine whether liability or equity classification is appropriate. Equity classified instruments are not marked-to-market. For earnings per share ("EPS") reporting, the ASU requires companies to recognize the effect of the down round feature only when it is triggered by treating it as a dividend and as a reduction of income available to common shareholders in basic EPS. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period. The Company adopted ASU 2017-11 effective October 1, 2018 and its adoption of did not have a material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. As an emerging growth company, the Company expects to delay adoption of ASU 2016-02 until January 1, 2020. ASU 2016-02 is not expected to have a material impact on the financial statements or disclosures. |
Emerging Growth Company | Emerging Growth Company Sysorex is an “emerging growth company” as defined in the JOBS Act. As such, Sysorex will be eligible to take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not emerging growth companies, including compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. In addition, Section 107 of the JOBS Act provides that an emerging growth company may take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for complying with new or revised accounting standards, meaning that Sysorex, as an emerging growth company, can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Sysorex has elected to take advantage of this extended transition period, and therefore our financial statements may not be comparable to those of companies that comply with such new or revised accounting standards. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivables are stated at the amount the Company expects to collect. The Company recognizes an allowance for doubtful accounts to ensure accounts receivables are not overstated due to un-collectability. Bad debt reserves are maintained for various customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings, or deterioration in the customer’s operating results or financial position. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. The Company’s allowance for doubtful accounts was approximately $65,000 as of December 31, 2018 and was nominal as of December 31, 2017. |
Property and Equipment, net | Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the useful life of the asset, or the initial lease term. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. |
Intangible Assets | Intangible Assets Intangible assets primarily consist of customer relationships, supplier relationships and trade name/trademarks. They are amortized ratably over their deemed useful life of one to seven years. The Company assesses the carrying value of its intangible assets for impairment each year. Based on its assessments, the Company did not incur any impairment charges for the years ended December 31, 2018 and 2017. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited. Pursuant to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Pursuant to ASC Paragraphs 360-10-35-29 through 35-36 Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall include only the future cash flows (cash inflows less associated cash outflows) that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset (asset group). Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall incorporate the entity’s own assumptions about its use of the asset (asset group) and shall consider all available evidence. The assumptions used in developing those estimates shall be reasonable in relation to the assumptions used in developing other information used by the entity for comparable periods, such as internal budgets and projections, accruals related to incentive compensation plans, or information communicated to others. However, if alternative courses of action to recover the carrying amount of a long-lived asset (asset group) are under consideration or if a range is estimated for the amount of possible future cash flows associated with the likely course of action, the likelihood of those possible outcomes shall be considered. A probability-weighted approach may be useful in considering the likelihood of those possible outcomes. Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall be made for the remaining useful life of the asset (asset group) to the entity. For long-lived assets (asset groups) that have uncertainties both in timing and amount, an expected present value technique will often be the appropriate technique with which to estimate fair value. Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses. Based on its assessments, the Company did not record any impairment charges for the years ended December 31, 2018 and 2017. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are expensed as incurred as part of cost of revenues. These costs were deemed to be nominal for the years ended December 31, 2018 and 2017. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs, which are included in selling, general and administrative expenses, were deemed to be nominal for the years ended December 31, 2018 and 2017. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Income tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. |
Subsequent Events | Subsequent Events The Company evaluates events and/or transactions occurring after the balance sheet date and before the issue date of the financial statements to determine if any of those events and/or transactions require adjustment to or disclosure in the financial statements. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of the cumulative effect of the changes made to our consolidated income statement and balance sheet | Balance at December 31, Adjustments due to ASU 2014-09 Balance at January 1, Balance Sheet: Assets Prepaid licenses & maintenance contracts, current 4,638 (4,638 ) — Prepaid licenses & maintenance contracts, non-current 2,264 (2,264 ) — Liabilities Deferred revenue, current 5,554 (5,554 ) — Deferred revenue, non-current 2,636 (2,636 ) — Equity Accumulated deficit (22,172 ) 1,287 (20,885 ) For the Year Ended December 31, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) Income Statement Revenues Products (A) 2,664 8,438 (5,774 ) Services 1,805 1,805 - Cost and expenses Cost of Revenues Products (A) 1,070 5,966 (4,896 ) Services 1,151 1,151 - Gross Profit 2,248 3,126 (878 ) Income/Loss from Operations (7,056 ) (7,934 ) (878 ) Net Income (Loss) (7,901 ) (8,779 ) (878 ) As of December 31, 2018 As Balances Without Effect of Change Balance Sheet Assets Prepaid Licenses & Maintenance Contracts, current — — — Prepaid Licenses & Maintenance Contracts, non-Current — 2,264 (2,264 ) Liabilities Deferred Revenue, current — — — Deferred Revenue, non-current — 2,636 (2,636 ) Equity Accumulated Deficit (13,883 ) (13,473 ) 410 (A) Product revenues and cost of revenues include maintenance/licenses contracts that are sold by the company but performed by third parties. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | As of December 31, 2018 2017 Computer and office equipment $ 39 $ 868 Furniture and fixtures 109 169 Software 12 12 Total 160 1,049 Less: accumulated depreciation and amortization (133 ) (877 ) Total Property and Equipment, Net $ 27 $ 172 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of amortized intangible assets | Gross Carrying Amount Accumulated Amortization 2018 2017 2018 2017 Trade Name/Trademarks $ 3,250 $ 3,250 $ (2,863 ) $ (2,243 ) Customer Relationships 4,003 4,003 (2,523 ) (1,804 ) Supplier Relationships 2,985 2,985 (2,280 ) (1,078 ) Totals $ 10,238 $ 10,238 $ (7,666 ) $ (5,125 ) |
Schedule of future amortization expense | Years Ending December 31, Amount 2019 $ 1,659 2020 313 2021 313 2022 287 Total $ 2,572 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of deferred revenue | As of 2018 2017 Deferred Revenue, Current Maintenance agreements $ 89 $ 5,554 Service and other agreements 93 - Total Deferred Revenue, Current 182 5,554 Deferred Revenue, Non-Current Maintenance agreements - 2,636 Total Deferred Revenue $ 182 $ 8,190 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision (benefit) | 2018 2017 U.S. federal Current $ - $ - Deferred 3,515 1,652 State and Local Current 10 4 Deferred 1,803 (717 ) 5,328 939 Change in valuation allowance (5,328 ) (939 ) Income tax provision (benefit) $ - $ - |
Schedule of reconciliation between the U.S. statutory federal income tax rate | 2018 2017 U.S. federal statutory rate 21.0 % 34.0 % State income taxes, net of federal benefit (7.4 ) 2.7 Impairment of goodwill - (9.1 ) Incentive stock options - (0.3 ) Federal and state rate change and other (7.1 ) (31.8 ) Other permanent items (0.8 ) (1.0 ) Change in valuation allowance (5.8 ) 5.5 Effective rate (0.0 )% 0.0 % |
Schedule of deferred tax assets | As of December 31, 2018 2017 Deferred Tax Assets Net operating loss carryovers $ 488 $ 8,070 Deferred revenue - 1,448 Fixed assets - 6 Accrued compensation 18 67 Reserves 201 229 Intangible assets 4,173 557 Other 201 18 Total deferred tax assets 5,081 10,395 Less: valuation allowance (5,081 ) (10,395 ) Deferred tax assets, net of valuation allowance $ 0 $ 0 |
Short Term Debt (Tables)
Short Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Short Term Debt Tables Abstract | |
Schedule of short term debt | As of December 31, 2018 2017 Short-Term Debt Chicago Venture Convertible Note payable (A) $ 500 $ – Revolving Credit Facility (B) 96 – Total Short-Term Debt $ 596 $ – (A) Chicago Venture Convertible Note Payable On December 31, 2018, the Company issued a $625,000 principal face amount convertible promissory note (the "Convertible Note") to an investor, which yielded net proceeds of $500,000 to the Company pursuant to a Securities Purchase Agreement, dated as of December 31, 2018, by and between the Company and the investor. The Convertible Note bears interest at the rate of 10% per year and is due and payable 10 months after the date of issuance. The Convertible Note carries an original issue discount of $105,000 and the Company agrees to pay $20,000 to the Lender to cover its transaction costs incurred with the purchase and sale of the Convertible Note. The agreement states that the Lender has the right to convert all or part of the outstanding balance into fully paid and non-assessable common stock. The conversion formula is as follows: The number of shares will equal the amount of the outstanding note balance being converted divided by $0.05 per share. The Company determined since the value of the underlying equity on the commitment date was $0.0229 per share, was less than the Lender Conversion Price $0.05, the Company determined there was no beneficial conversion feature. The Lender Conversion Price is subject to certain adjustment such as down-round features whereby the agreement notes that if the Company were to sell, issue or grant any common stock, option to purchase common stock, right to reprice, preferred shares convertible into common stock, or debt, warrants, options or other securities which are convertible, exercisable, or exchangeable for shares of common stock at a price per share less than the Lender Conversion Price, then the Lender Conversion Price shall be reduced to equal the new lower price, subject to a floor of $0.01 per share. When and if there is an adjustment under the down-round provision, the Company will analyze the accounting treatment of the adjustment. Redemptions may occur at any time after the 6-month anniversary of the date of issuance of the Convertible Note with a minimum redemption price equal to the Conversion Price. If the conversion rate is less than the market price, then the redemptions must be made in cash. (B) Revolving Credit Facility On August 31, 2018, the Company entered in an agreement with Payplant Alternatives Funds LLC, pursuant to which Payplant may purchase from the Borrowers, in Payplant's sole and absolute discretion, Eligible Receivables, as that term is defined in the agreement, in exchange for cash advances, subject to the terms and conditions in the agreement. On September 21, 2018, the Company entered into the Payplant Loan and Security Agreement (the "Loan Agreement") with Payplant LLC as agent for Payplant Alternatives Fund LLC ("Payplant"). Pursuant to the Loan Agreement and the terms set forth in the form of promissory note attached as Exhibit A to the Loan Agreement, (the "Note"), Payplant, in its sole and absolute discretion, may loan money to the Borrowers on the basis of purchase orders or invoices issued by the Borrowers to customers for goods and services provided. The term of any loan made to the Borrowers may not exceed 360 days. The principal amount of any loan will accrue interest at a 30-day rate of 2%, calculated per day. Upon the occurrence and during the continuance of an Event of Default, as defined in the Loan Agreement, interest will accrue at a rate equal to the interest rate plus 0.42% per 30 days. In no event will interest, when combined with all fees that may be characterized as interest, exceed the Maximum Rate, as defined in the Loan Agreement. All computations of interest will be made on the basis of a 360-day year. The Borrowers will have the right to prepay any loan upon the payment of a premium of at least 30 days of interest. As security for the repayment of any loans and the performance of the Borrowers' Obligations, as defined in the Loan Agreement, the Borrowers granted to Payplant a security interest in the Collateral, as defined in the Loan Agreement. As of December 31, 2018, the principal amount outstanding under the Loan Agreement was $96,000 and is included in Short Term Debt in the consolidated financial statements. This can be found under CONSOLIDATED STATEMENTS OF CASH FLOWS, Note payable – Payplant. |
Credit Risk and Concentrations
Credit Risk and Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of risk percentage of revenue from customers | For the Years Ended 2018 2017 $ % $ % Customer A 2,005 38 % - - Customer B 633 12 % - Customer C 523 10 % - - Customer D 4,603 11 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments under operating lease | For the Years Ending December 31, Operating Lease Amounts 2019 $ 117 2020 122 2021 31 Total $ 270 |
Description of Business, the _2
Description of Business, the Spin-Off and Going Concern and Management's Plans (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Description of Business, the Spin-Off and Going Concern and Management's Plans (Textual) | ||||
Working capital deficit | $ 15,000 | |||
Stockholders' deficit | (14,662) | $ (22,172) | $ (662) | |
Net Loss | $ (7,901) | $ (16,914) | ||
Description of stock | The Company became an independent company through the pro rata distribution by Inpixon of 100% of the outstanding common stock of Sysorex to Inpixon equity holders (the "Distribution"). Each Inpixon equity holder of record as of the close of business on August 21, 2018 received one share of the Company's common stock for every three shares of Inpixon common stock held on the record date or such number of shares of common stock issuable upon complete conversion of Inpixon convertible preferred stock or exercise of certain participating warrants. Approximately 40 million shares of the Company's common stock were distributed on the Distribution Date to Inpixon equity holders. In connection with the initial Distribution of its common stock, the Company has 11,791,690 shares of common stock reserved for issuance in treasury (a) to the holders of certain Inpixon warrants who will be entitled to receive shares of the Company's common stock if the warrants are exercised, and (b) the holders of Inpixon securities that were subject to beneficial ownership limitations in connection with the distribution and for future issuances. | |||
Percentage of face value of purchase orders | 80.00% |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Prepaid licenses & maintenance contracts, current | $ 15 | $ 4,638 |
Prepaid licenses & maintenance contracts, non-current | 2,264 | |
Liabilities | ||
Deferred revenue, current | 182 | 5,554 |
Deferred revenue non-current | 2,636 | |
Equity | ||
Accumulated deficit | $ (3,123) | |
Adjustments due to ASU 2014-09 [Member] | ||
Assets | ||
Prepaid licenses & maintenance contracts, current | (4,638) | |
Prepaid licenses & maintenance contracts, non-current | (2,264) | |
Liabilities | ||
Deferred revenue, current | (5,554) | |
Deferred revenue non-current | (2,636) | |
Equity | ||
Accumulated deficit | 1,287 | |
Balance at January 1, 2018 [Member] | ||
Assets | ||
Prepaid licenses & maintenance contracts, current | ||
Prepaid licenses & maintenance contracts, non-current | ||
Liabilities | ||
Deferred revenue, current | ||
Deferred revenue non-current | ||
Equity | ||
Accumulated deficit | $ (20,885) |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Revenues | |||
Products | [1] | $ 2,664 | |
Services | 1,805 | $ 7,806 | |
Cost and expenses | |||
Products | [1] | 1,070 | |
Services | 1,151 | 4,770 | |
Gross Profit | 2,248 | 8,118 | |
Income/Loss from Operations | (7,056) | (14,456) | |
Net Income (Loss) | (7,901) | $ (16,914) | |
Balances Without Adoption of ASC 606 [Member] | |||
Revenues | |||
Products | [1] | 8,438 | |
Services | 1,805 | ||
Cost and expenses | |||
Products | [1] | 5,966 | |
Services | 1,151 | ||
Gross Profit | 3,126 | ||
Income/Loss from Operations | (7,934) | ||
Net Income (Loss) | (8,779) | ||
Effect of Change Higher/(Lower) [Member] | |||
Revenues | |||
Products | [1] | (5,774) | |
Services | |||
Cost and expenses | |||
Products | [1] | (4,896) | |
Services | |||
Gross Profit | (878) | ||
Income/Loss from Operations | (878) | ||
Net Income (Loss) | $ (878) | ||
[1] | Product revenues and cost of revenues include maintenance/licenses contracts that are sold by the company but performed by third parties. |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Prepaid licenses & maintenance contracts, current | $ 15 | $ 4,638 |
Prepaid licenses & maintenance contracts, non-current | 2,264 | |
Liabilities | ||
Deferred revenue, current | 182 | 5,554 |
Deferred Revenue, non-current | 2,636 | |
Equity | ||
Accumulated deficit | (3,123) | |
Balances Without Adoption of ASC 606 [Member] | ||
Assets | ||
Prepaid licenses & maintenance contracts, current | ||
Prepaid licenses & maintenance contracts, non-current | 2,264 | |
Liabilities | ||
Deferred revenue, current | ||
Deferred Revenue, non-current | 2,636 | |
Equity | ||
Accumulated deficit | (13,473) | |
Effect of Change Higher/(Lower) [Member] | ||
Assets | ||
Prepaid licenses & maintenance contracts, current | ||
Prepaid licenses & maintenance contracts, non-current | (2,264) | |
Liabilities | ||
Deferred revenue, current | ||
Deferred Revenue, non-current | (2,636) | |
Equity | ||
Accumulated deficit | $ 410 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies (Details Textual) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Basis of Presentation and Significant Accounting Policies (Textual) | |
Allowance for doubtful accounts | $ 65,000 |
Minimum [Member] | |
Basis of Presentation and Significant Accounting Policies (Textual) | |
Estimated useful lives of the assets | 3 years |
Maximum [Member] | |
Basis of Presentation and Significant Accounting Policies (Textual) | |
Estimated useful lives of the assets | 7 years |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Summary of Property, plant and equipment | ||
Total | $ 160 | $ 1,049 |
Less: accumulated depreciation and amortization | (133) | (877) |
Total Property and Equipment, Net | 27 | 172 |
Computer and office equipment [Member] | ||
Summary of Property, plant and equipment | ||
Total | 39 | 868 |
Furniture and fixtures [Member] | ||
Summary of Property, plant and equipment | ||
Total | 109 | 169 |
Software [Member] | ||
Summary of Property, plant and equipment | ||
Total | $ 12 | $ 12 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expenses | $ 115,000 | $ 187,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Gross Carrying Amount | $ 10,238 | $ 10,238 |
Accumulated Amortization | (7,666) | (5,125) |
Trade Name/Trademarks [Member] | ||
Gross Carrying Amount | 3,250 | 3,250 |
Accumulated Amortization | (2,863) | (2,243) |
Customer Relationships [Member] | ||
Gross Carrying Amount | 4,003 | 4,003 |
Accumulated Amortization | (2,523) | (1,804) |
Supplier Relationships [Member] | ||
Gross Carrying Amount | 2,985 | 2,985 |
Accumulated Amortization | $ (2,280) | $ (1,078) |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - Intangibles assets [Member] $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 1,659 |
2020 | 313 |
2021 | 313 |
2022 | 287 |
Total | $ 2,572 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets (Textual) | ||
Amortization expense | $ 2,540 | $ 2,077 |
Goodwill (Details)
Goodwill (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Goodwill (Textual) | |
Impairment charge | $ 7,800,000 |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Revenue, Current | ||
Total Deferred Revenue, Current | $ 182 | $ 5,554 |
Deferred Revenue, Non-Current | ||
Deferred revenue, non-current | 2,636 | |
Total Deferred Revenue | 182 | 8,190 |
Maintenance Agreements [Member] | ||
Deferred Revenue, Current | ||
Total Deferred Revenue, Current | 89 | 5,554 |
Deferred Revenue, Non-Current | ||
Deferred revenue, non-current | 2,636 | |
Service and Other Agreements [Member] | ||
Deferred Revenue, Current | ||
Total Deferred Revenue, Current | $ 93 |
Deferred Revenue (Details Textu
Deferred Revenue (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Retained earnings for adoption | $ 1,287 |
Accrued Issuable Equity _ Oth_2
Accrued Issuable Equity – Other Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Aug. 31, 2018 | |
Accrued Issuable Equity – Other Liabilities (Textual) | ||
Treasury shares of common stock | 3,194,120 | |
Accrued issuable equity | $ 128,000 | |
Gain on change in fair value of accrued issuable equity | $ 54,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
U.S. federal | ||
Current | ||
Deferred | 3,515 | 1,652 |
State and Local | ||
Current | 10 | 4 |
Deferred | (1,803) | (717) |
Total amount | 5,328 | 939 |
Change in valuation allowance | (5,328) | (939) |
Income tax provision (benefit) |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21.00% | 34.00% |
State income taxes, net of federal benefit | (7.40%) | 2.70% |
Impairment of goodwill | (9.10%) | |
Incentive stock options | (0.30%) | |
Federal and state rate change and other | (7.10%) | (31.80%) |
Other permanent items | (0.80%) | (1.00%) |
Change in valuation allowance | (5.80%) | 5.50% |
Effective rate | (0.00%) | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Tax Assets | ||
Net operating loss carryovers | $ 488 | $ 8,070 |
Deferred revenue | 1,448 | |
Fixed assets | 6 | |
Accrued compensation | 18 | 67 |
Reserves | 201 | 229 |
Intangible assets | 4,173 | 557 |
Other | 201 | 18 |
Total deferred tax assets | 5,081 | 10,395 |
Less: valuation allowance | (5,081) | (10,395) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | ||||
Corporate tax rate, description | This legislation made significant changes in U.S. tax law including a reduction in the corporate tax rates, changes to net operating loss carryovers and carrybacks, and a repeal of the corporate alternative minimum tax. The legislation reduced the U.S. corporate tax rate from 34% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liabilities at the enacted rate. This revaluation resulted in a provision of $5.4 million to income tax expense and a corresponding reduction in the deferred tax asset, which was offset by an equivalent adjustment to the valuation allowance. | |||
Net operating loss carryovers available to offset future taxable income | $ 2,300,000 | $ 32,300,000 | $ 23,400,000 | |
Change in valuation allowance | $ 1,200,000 | $ (900,000) |
Related Party Note (Details)
Related Party Note (Details) - USD ($) | Jan. 22, 2018 | Dec. 31, 2018 |
Related Party Note (Textual) | ||
Aggregate principal amount | $ 3,000,000 | |
Transaction cost | $ 20,000 | |
Related Party Note [Member] | ||
Related Party Note (Textual) | ||
Aggregate principal amount | $ 3,000,000 | |
Related party note bears interest rate | 10.00% | |
Related party note maturity date | Dec. 31, 2020 | |
Proceeds received in accordance with the agreement | $ 2,204,000 | |
Transaction cost | $ 20,000 |
Short Term Debt (Details)
Short Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |||
Chicago Venture Convertible Note payable (A) | [1] | $ 500 | |
Revolving Credit Facility (B) | [2] | 96 | |
Total Short-Term Debt | $ 596 | ||
[1] | Chicago Venture Convertible Note Payable On December 31, 2018, the Company issued a $625,000 principal face amount convertible promissory note (the "Convertible Note") to an investor, which yielded net proceeds of $500,000 to the Company pursuant to a Securities Purchase Agreement, dated as of December 31, 2018, by and between the Company and the investor. The Convertible Note bears interest at the rate of 10% per year and is due and payable 10 months after the date of issuance. The Convertible Note carries an original issue discount of $105,000 and the Company agrees to pay $20,000 to the Lender to cover its transaction costs incurred with the purchase and sale of the Convertible Note. The agreement states that the Lender has the right to convert all or part of the outstanding balance into fully paid and non-assessable common stock. The conversion formula is as follows: The number of shares will equal the amount of the outstanding note balance being converted divided by $0.05 per share. The Company determined since the value of the underlying equity on the commitment date was $0.0229 per share, was less than the Lender Conversion Price $0.05, the Company determined there was no beneficial conversion feature. The Lender Conversion Price is subject to certain adjustment such as down-round features whereby the agreement notes that if the Company were to sell, issue or grant any common stock, option to purchase common stock, right to reprice, preferred shares convertible into common stock, or debt, warrants, options or other securities which are convertible, exercisable, or exchangeable for shares of common stock at a price per share less than the Lender Conversion Price, then the Lender Conversion Price shall be reduced to equal the new lower price, subject to a floor of $0.01 per share. When and if there is an adjustment under the down-round provision, the Company will analyze the accounting treatment of the adjustment. Redemptions may occur at any time after the 6-month anniversary of the date of issuance of the Convertible Note with a minimum redemption price equal to the Conversion Price. If the conversion rate is less than the market price, then the redemptions must be made in cash. | ||
[2] | Revolving Credit Facility On August 31, 2018, the Company entered in an agreement with Payplant Alternatives Funds LLC, pursuant to which Payplant may purchase from the Borrowers, in Payplant's sole and absolute discretion, Eligible Receivables, as that term is defined in the agreement, in exchange for cash advances, subject to the terms and conditions in the agreement. On September 21, 2018, the Company entered into the Payplant Loan and Security Agreement (the "Loan Agreement") with Payplant LLC as agent for Payplant Alternatives Fund LLC ("Payplant"). Pursuant to the Loan Agreement and the terms set forth in the form of promissory note attached as Exhibit A to the Loan Agreement, (the "Note"), Payplant, in its sole and absolute discretion, may loan money to the Borrowers on the basis of purchase orders or invoices issued by the Borrowers to customers for goods and services provided. The term of any loan made to the Borrowers may not exceed 360 days. The principal amount of any loan will accrue interest at a 30-day rate of 2%, calculated per day. Upon the occurrence and during the continuance of an Event of Default, as defined in the Loan Agreement, interest will accrue at a rate equal to the interest rate plus 0.42% per 30 days. In no event will interest, when combined with all fees that may be characterized as interest, exceed the Maximum Rate, as defined in the Loan Agreement. All computations of interest will be made on the basis of a 360-day year. The Borrowers will have the right to prepay any loan upon the payment of a premium of at least 30 days of interest. As security for the repayment of any loans and the performance of the Borrowers' Obligations, as defined in the Loan Agreement, the Borrowers granted to Payplant a security interest in the Collateral, as defined in the Loan Agreement. As of December 31, 2018, the principal amount outstanding under the Loan Agreement was $96,000 and is included in Short Term Debt in the consolidated financial statements. This can be found under CONSOLIDATED STATEMENTS OF CASH FLOWS, Note payable - Payplant. |
Short-Term Debt (Details Textua
Short-Term Debt (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 21, 2018 | Dec. 31, 2018 | |
Principal face amount | $ 625,000 | |
Net proceeds | $ 500,000 | |
Convertible note bears interest | 10.00% | |
Original issue discount | $ 105,000 | |
Cost incurred purchase and sale of convertible note | $ 20,000 | |
Outstanding note balance being converted divided per share | $ 0.05 | |
Equity on commitment date per share | 0.0229 | |
Conversion price per share | 0.05 | |
Lender conversion price subject to floor per share | $ 0.01 | |
Loan agreement percentage description | The term of any loan made to the Borrowers may not exceed 360 days. The principal amount of any loan will accrue interest at a 30-day rate of 2%, calculated per day. Upon the occurrence and during the continuance of an Event of Default, as defined in the Loan Agreement, interest will accrue at a rate equal to the interest rate plus 0.42% per 30 days. | |
Loan Agreement [Member] | ||
Principal face amount | $ 96,000 |
Credit Risk and Concentration_2
Credit Risk and Concentrations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | ||
Net revenues | $ 4,469 | $ 41,198 |
Customer Concentration Risk [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Net revenues | $ 2,005 | |
Concentration risk, percentage | 38.00% | |
Customer Concentration Risk [Member] | Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Net revenues | $ 633 | |
Concentration risk, percentage | 12.00% | |
Customer Concentration Risk [Member] | Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Net revenues | $ 523 | |
Concentration risk, percentage | 10.00% | |
Customer Concentration Risk [Member] | Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Net revenues | $ 4,603 | |
Concentration risk, percentage | 11.00% |
Credit Risk and Concentration_3
Credit Risk and Concentrations (Details Textual) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)Vendor | Dec. 31, 2017USD ($)Vendor | |
Customer D [Member] | Customer Concentration Risk [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 11.00% | |
Accounts Receivable [Member] | Customer A [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 27.00% | |
Accounts Payable [Member] | Vendor One [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 40.00% | 30.00% |
Number of vendors | 3 | 2 |
Accounts Payable [Member] | Vendor Two [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 15.00% | 15.00% |
Number of vendors | 3 | 2 |
Accounts Payable [Member] | Vendor Three [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 12.00% | |
Number of vendors | 3 | |
Cost of Goods, Total [Member] | Vendor One [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 20.00% | 28.00% |
Purchases from vendors | $ | $ 4,400 | $ 6,500 |
Number of vendors | 2 | 2 |
Cost of Goods, Total [Member] | Vendor Two [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 11.00% | 16.00% |
Purchases from vendors | $ | $ 2,570 | $ 3,800 |
Number of vendors | 2 | 2 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 117 |
2020 | 122 |
2021 | 31 |
Total | $ 270 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) | Oct. 01, 2018ft² | Apr. 06, 2018USD ($) | Jan. 22, 2018USD ($) | Sep. 05, 2017USD ($) | Aug. 10, 2017USD ($) | Feb. 20, 2019 | Apr. 19, 2018USD ($) | Feb. 16, 2018USD ($) | Jan. 02, 2018USD ($) | Dec. 28, 2017USD ($) | Mar. 01, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2018ft² | Aug. 31, 2018USD ($) | Aug. 07, 2018 | Aug. 11, 2017USD ($) | Jun. 13, 2017USD ($) | Mar. 13, 2017USD ($) |
Commitments and Contingencies (Textual) | |||||||||||||||||||
Amount claimed as owed for unpaid vendor invoices | $ 1,800,000 | $ 421,000 | $ 1,200,000 | ||||||||||||||||
Amount of vendor invoices under dispute | $ 176,000 | ||||||||||||||||||
Default judgment amount | $ 336,000 | ||||||||||||||||||
Legal fees | $ 20,000 | ||||||||||||||||||
Area of land held | ft² | 5,800 | 11,000 | |||||||||||||||||
Lease expiration date | Nov. 30, 2021 | Sep. 30, 2018 | |||||||||||||||||
Gross monthly rent | $ 30,000 | ||||||||||||||||||
Prepaid rent | 5,300 | $ 0 | |||||||||||||||||
Rent expense under operating leases | 288,000 | $ 794,000 | |||||||||||||||||
Penalties and interest accrued | $ 217,000 | ||||||||||||||||||
Costs and liabilities related to the arbitration, Percentage | 50.00% | ||||||||||||||||||
Accrued liability and accounts payable | 927,171 | ||||||||||||||||||
Accounts payable | 559,121 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Settlement agreement, description | The Company and Atlas Technology Group, LLC ("Atlas") entered into a settlement agreement (the "Settlement Agreement") in connection with the satisfaction of an arbitration award in an aggregate amount of $1,156,840 plus pre-judgment interest equal to an aggregate of $59,955 (the "Award") granted to Atlas following arbitration proceedings arising out of an engagement agreement, dated September 8, 2016, by and between Atlas and Inpixon as well as its subsidiaries, including the predecessor to the Company (the "Engagement Agreement"). Pursuant to the Settlement Agreement, Atlas agreed to (a) reduce the Award by $275,000 resulting in a net award of $941,795.53 (the "Net Award") and (b) accept an aggregate of 749,440 shares of freely-tradable common stock of Inpixon (the "Settlement Shares"), in satisfaction of the Award, which was determined by dividing 120% of the Net Award by $1.508, which was the "minimum price," as defined under Nasdaq Listing Rule 5635(d), of Inpixon's common stock. The closing occurred on February 21, 2019. | ||||||||||||||||||
Integrio Technologies Llc [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Original liability amount | $ 486,000 | ||||||||||||||||||
Vendor settlement agreement amount | 243,000 | ||||||||||||||||||
Additional vendor services provided | 145,000 | ||||||||||||||||||
Vendor judgment value | $ 334,000 | ||||||||||||||||||
Accrued liability and accounts payable | 29,223 | ||||||||||||||||||
Avt Technology Solutions Llc [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Value of judgment for non-payment of goods received | $ 9,152,698 | ||||||||||||||||||
Accrued liability and accounts payable | 5,012,703 | ||||||||||||||||||
Embarcadero Technologies Inc [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Amount of damages requested under legal complaint | $ 1,100,000 | ||||||||||||||||||
Micro Focus [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Principal amount plus accrued interest | $ 246,000 | $ 246,000 | $ 246,000 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||
Settlement agreement, description | The Company signed a settlement agreement with Microfocus for $200,000 which has been paid as of the date of this filing. | ||||||||||||||||||
Vendor settlement agreement amount | $ 200,000 | ||||||||||||||||||
Virtual Imaging Inc [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Value of products provided to defendant | $ 3,938,000 | ||||||||||||||||||
Aggregate value outstanding and overdue | 3,688,000 | ||||||||||||||||||
Unpaid value of products demanded by vendor | $ 3,688,000 | ||||||||||||||||||
Accrued liability and accounts payable | 1,988,390 | ||||||||||||||||||
VMS, Inc. [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Accrued liability and accounts payable | 902,255 | ||||||||||||||||||
Deque Systems, Inc. [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Accrued liability and accounts payable | 280,000 | ||||||||||||||||||
Versata [Member] | |||||||||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||||||||
Accrued liability and accounts payable | $ 46,994 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | Aug. 31, 2018 | Dec. 31, 2018 |
Stockholders' Deficit (Textual) | ||
Common stock authorized to issue | 500,000,000 | |
Common stock par value | $ 0.0001 | |
Preferred stock authorized to issue | 10,000,000 | |
Preferred stock par value | $ 0.00001 | |
Common stock voting rights | The holders of the Company's common stock are entitled to one vote per share. | |
Designated or issued preferred stock | ||
Issue of common stock for services | $ 25,000 | |
Common stock, shares issued | 41,648,222 | |
Common stock, shares outstanding | 33,523,268 | |
Equity Incentive Plan [Member] | ||
Stockholders' Deficit (Textual) | ||
Equity incentive plan, description | On July 30, 2018, the board of directors of the Company and its sole director approved the Company's 2018 Equity Incentive Plan (the "2018 Plan"), which enables the Company to grant stock options, share appreciation rights, restricted stock, restricted stock units, share awards, performance unit awards, and cash awards to associates, directors, consultants, and advisors of the Company and its affiliates, and to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Company's sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company. Stock options granted under the 2018 Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code of 1986. Each option, or portion thereof, that is not an incentive stock option, shall be considered a non-qualified option. The option price must be at least 100% of the fair market value on the date of grant and if an Incentive Stock Option is issued to a 10% or greater shareholder the grant must be 110% of the fair market value on the date of the grant. The 2018 Plan is to be administered by the Board, which shall have discretion over the awards and grants thereunder. The aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan is 8,000,000, which number will be automatically increased on the first day of each quarter, beginning on January 1, 2019 and for each quarter thereafter, by a number of shares of common stock equal to the least of (i) 1,000,000 shares,(ii) 10% of the shares of common stock issued and outstanding on that date, or (iii) a lesser number of shares that may be determined by the board. No awards may be issued after July 30, 2028. As of December 31, 2018 there were no awards outstanding under the plan. As of December 31, 2018, there were 8,000,000 securities available for future issuance under the 2018 Plan. | |
Securities available for future issuance | 8,000,000 | |
Equity Option [Member] | ||
Stockholders' Deficit (Textual) | ||
Stock options to purchase of common stock | 1,945 | |
Exercise price lower range | $ 22.76 | |
Exercise price upper range | $ 224.12 | |
Options vest, description | The options vest as follows: (i.) every month after the grant date up to 4 years or (ii.) 25% upon the issuance and every year thereafter after on the grant date. | |
Equity Option [Member] | Minimum [Member] | ||
Stockholders' Deficit (Textual) | ||
Expiration date | Mar. 1, 2023 | |
Equity Option [Member] | Maximum [Member] | ||
Stockholders' Deficit (Textual) | ||
Expiration date | Feb. 28, 2027 | |
Common Stock [Member] | ||
Stockholders' Deficit (Textual) | ||
Common stock shares issued | 1,000,000 | |
Common stock issued, value | $ 40,000 | |
Issue of common stock for services | ||
Issue of common stock for services, shares | 648,222 | |
Common Stock [Member] | Sysorex Consulting [Member] | ||
Stockholders' Deficit (Textual) | ||
Common stock shares issued | 250,000 | |
Treasury Stock [Member] | ||
Stockholders' Deficit (Textual) | ||
Securities available for future issuance | 11,791,690 | |
Issue of common stock for services | ||
Issue of common stock for services, shares |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |||
Feb. 20, 2019 | Feb. 04, 2019 | Dec. 31, 2018 | Aug. 07, 2018 | |
Subsequent Events (Textual) | ||||
Aggregate principal amount | $ 3,000,000 | |||
Costs and liabilities related to the arbitration, Percentage | 50.00% | |||
Subsequent Event [Member] | ||||
Subsequent Events (Textual) | ||||
Subsequent Events, description | The Company and Atlas Technology Group, LLC ("Atlas") entered into a settlement agreement (the "Settlement Agreement") in connection with the satisfaction of an arbitration award in an aggregate amount of $1,156,840.25 plus pre-judgment interest equal to an aggregate of $59,955.28 (the "Award") granted to Atlas following arbitration proceedings arising out of an engagement agreement, dated September 8, 2016, by and between Atlas and Inpixon as well as its subsidiaries, including the predecessor to the Company (the "Engagement Agreement"). Pursuant to the Settlement Agreement, Atlas agreed to (a) reduce the Award by $275,000 resulting in a net award of $941,795.53 (the "Net Award") and (b) accept an aggregate of 749,440 shares of freely-tradable common stock of Inpixon (the "Settlement Shares"), in satisfaction of the Award, which was determined by dividing 120% of the Net Award by $1.508, which was the "minimum price," as defined under Nasdaq Listing Rule 5635(d), of Inpixon's common stock. The closing occurred on February 21, 2019. | |||
Aggregate principal amount | $ 5,000,000 |