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. |