Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations

v3.10.0.1
Discontinued Operations
9 Months Ended
Sep. 30, 2018
Discontinued Operations [Abstract]  
Discontinued Operations

Note 7 - Discontinued Operations

 

Sale of Sysorex Arabia

 

As of December 31, 2015, the Company’s management decided to close its Saudi Arabia legal entity as business activities and operations have been strategically shifted according to the business plan of the Company. On January 18, 2018, the Company sold its 50.2% interest in Sysorex Arabia to SCI in consideration for SCI’s assumption of 50.2% of the assets and liabilities of Sysorex Arabia, totaling approximately $11,500 and $1 million, respectively.

 

In accordance with ASC topic 360 “Property, Plant and Equipment”, the Company had classified the assets and liabilities as available for sale assets and liabilities as of December 31, 2017 in the accompanying condensed consolidated financial statements.

 

The major categories of assets and liabilities held for sale in the condensed consolidated balance sheets as of December 31, 2017:

 

(In thousands)   As of December 31,
2017
 
Assets:      
Accounts receivable, net   $ 1  
Notes and other receivables     8  
Other assets     14  
Total Current Assets     23  
         
Other assets     --  
Total Assets   $ 23  
         
Liabilities:        
         
Current Liabilities:        
Accounts payable   $ 178  
Accrued liabilities     918  
Deferred revenue     236  
Due to related party     5  
Short term debt     722  
Total Current Liabilities     2,059  
         
Long Term Liabilities     --  
         
Total Liabilities   $ 2,059  

 

The Company has entered into surety bonds with a financial institution in Saudi Arabia which guaranteed performance on certain contracts. Deposits for surety bonds amounted to $0 as of December 31, 2017, as a reserve was placed against the deposit balance during the year ended December 31, 2016 due to the uncertainty of when the bond will be released.

 

The Company did not recognize any depreciation or amortization expense related to discontinued operations during the nine months ended September 30, 2018 or 2017. There were no significant capital expenditures or non-cash operating or investing activities of discontinued operations during the periods presented. The operations of Sysorex Arabia were insignificant for the year ended December 31, 2017. On January 18, 2018, the Company sold its 50.2% interest in Sysorex Arabia to SCI in consideration for SCI’s assumption of 50.2% of the assets and liabilities of Sysorex Arabia.

  

End of Service Indemnity Provision

 

In accordance with local labor laws, Sysorex Arabia is required to accrue benefits payable to its employees at the end of their services with Sysorex Arabia. For the nine months ended September 30, 2018 and 2017, no amounts were required to be accrued under this provision.

 

Spin- Off of Sysorex, Inc. and its wholly owned subsidiary, Sysorex Government Services, Inc.

 

On August 31, 2018, the Company completed the spin-off (the “Spin-off”) of its value added reseller business from its indoor positioning analytics business by way of a distribution of all the shares of common stock of the Company’s wholly-owned subsidiary, Sysorex, Inc. (“Sysorex”), to the Company’s stockholders of record as of August 21, 2018 (the “Record Date”) and certain warrant holders. The distribution occurred by way of a pro rata stock distribution to such common stock, preferred stock and warrant holders, each of whom received one share of Sysorex’s common stock for every 0.075 shares of the Company’s common stock held on the Record Date or such number of shares of common stock issuable upon complete conversion of the preferred stock or exercise of the warrants. The Spin-off was governed by a Separation and Distribution Agreement as well as other related agreements between the Company and Sysorex (collectively, the “Spin-off Agreements”).

 

As a result of the Spin-off, the Company’s common stock continues trading on the Nasdaq Stock Market (“Nasdaq”), and Sysorex is an independent public company with common stock that is quoted on the OTC Markets.

 

In accordance with Accounting Standards Codification (“ASC”) 205-20, “Discontinued Operations,” the results of Sysorex, including Inpixon’s former subsidiary, Sysorex Government Services, Inc., formerly Inpixon Federal, Inc. (“SGS”), are reflected in Inpixon’s condensed consolidated financial statements as discontinued operations and, therefore, are presented as assets and liabilities of discontinued operations on the condensed consolidated balance sheet and loss from discontinued operations on the condensed consolidated statements of operations. Certain amounts in the prior year’s condensed consolidated financial statements and related footnotes thereto have been reclassified to conform with the current year presentation as a result of the Spin-off of Sysorex.

 

The major categories of assets and liabilities held for sale in the condensed consolidated balance sheets as of December 31, 2017 (in thousands):

 

(In thousands)   As of December 31,
2017
 
Assets:      
Cash and cash equivalents   $ 22  
Accounts receivable, net     1,882  
Notes and other receivables     171  
Inventory     7  
Prepaid licenses and maintenance contracts     4,638  
Other current assets     263  
Total Current Assets   $ 6,983  
         
Prepaid licenses and maintenance, non-current   $ 2,264  
Property and equipment, net     172  
Intangible assets, net     5,112  
Other assets     10  
Total Non-Current Assets   $ 7,558  
         
Liabilities:        
         
Current Liabilities:        
Accounts payable   $ 24,271  
Accrued liabilities     3,215  
Deferred revenue     5,554  
Total Current Liabilities   $ 33,040  
         
Deferred revenue, non-current   $ 2,636  
Other liabilities     40  
Acquisition liability - Integrio     997  
Total Non-Current Liabilities   $ 3,673  

  

The assets and liabilities that were divested as part of the Spin-off completed on August 31, 2018 were as follows:

 

(In thousands)

Assets:      
Accounts receivable, net   $ 651  
Notes and other receivables     473  
Prepaid licenses and maintenance contracts     5  
Other current assets     146  
Property and equipment, net     41  
Intangible assets, net     3,728  
Other assets     34  
Total Assets   $ 5,078  
Liabilities:        
Accounts payable   $ (15,952 )
Accrued liabilities     (792 )
Deferred revenue     (70 )
Other liabilities     (40 )
Acquisition liability - Integrio   (62 )
Total Liabilities   $ (16,916 )
Total Net Assets Deconsolidated as Result of Spin-off   $ (11,838 )