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8, 2020
Jay Hamilton
(@stompingllama on StockTwits)
(@stompingllama on Reddit)
1: Overview and Disclaimer
Inpixon’s stock (Nasdaq: INPX) was on a tremendous run
leading up to the R/S announced January 6. I saw a few
subreddits on this, the StockTwits page was inundated
with a steady stream of mostly bullish posts, as I’m sure
other investing forums were. Most notably, as of Jan 3,
the stock had gained as much as 1600% since its recent
low of 0.037 (1.66 post‐split.) I’ve watched this stock off
and on for a couple years, dipped in and out a handful of
times, and come out modestly ahead by selling on spikes
(sometimes at a loss) despite the stock dropping ~99.9%
in two years. Many have come out richer riding the
momentum on the big swings, especially recently, but the
long‐term odds have been strongly towards losses in the
grand scheme.
The parabolic price movement and recent euphoria
prompted me to dig deeper to see what either I or the
market might be missing. Barring significant unknown
positive catalysts, my firm conclusion is there is still very
significant downside at this stage. I’ve highlighted a
handful of items I don’t feel are reflected by the current
market cap, some of which I’ve seen virtually no mention
of through all this hype, outside of the sources I’m linking
here. However, all of this is public information; no insider
trading info here.
Disclaimer: these are my personal impressions and best
effort interpretations; it isn’t intended as investment
advice. I have no qualifications in investments, law,
accounting or business. I do have a degree in geomatics
engineering, which drives my interest in wireless location,
but my qualms aren’t with the INPX’s technology. Simply
reading with a healthy skepticism goes a long way. Please
confirm for yourselves in the supplied links if you’re
skeptical or in disagreement; and follow up if you feel I’m
off‐base in any case. I’m not accusing the company, or any
interested parties of manipulation, fraud or any other
illegal activity. My intent is to highlight what I consider a
gross overvaluation by the market, mostly by way of
general missing context, misinterpretation, coincidence
and confirmation bias leading to good old‐fashioned
euphoria. The company itself isn’t putting out blatantly
misleading information per se, but they were enabling
traders to fill in the gaps optimistically. The uglier details
lurk below the surface, not apparent on their press
releases, cursory glances of their earnings reports, or on
message boards. Let’s narrow those information gaps and
see where the sentiment falls with context that’s come
from more time spent digging than I’d admit (fortunately
no one’s been keeping track.) I now hold a very modest
short position, and therefore stand to profit if the stock
loses value. [Edit: my short sell orders haven’t been able
to fill, and I can’t have it on my conscience if they do
another offering before exposing.] This is neither an
exhaustive nor balanced portrayal of the company – the
company’s investor relations page, SEC filings and other
forums would be a good start to get an idea of the recent
news and sentiment. My arguments are admittedly
against strawmen, but they’re based on common bullish
comments I’ve seen.
I have tried to contact Inpixon’s IR rep with some of these
concerns where I felt some clarification could potentially
mitigate doubts. They’ve added me to their regular
mailing list, but haven’t responded to any questions.
Between that and the universal reality of investors not
being privy to all information, I’ve tried to make it clear in
instances where I’m projecting, inferring or making
assumptions.
2. The “$30 Million Contract” rumour
This was definitely a phenomenon on StockTwits, and
shows up elsewhere on the web. It’s gained legs, still
seldom refuted, and seems to be a major reason for the
first big pump starting Dec. 17. The news of additional
government work announced Dec. 16
(https://preview.tinyurl.com/rgnvbjf) was potentially the
most promising news in a long time for the company. But
the stock was completely flat that day, on a relatively
tame 6M volume. It was the same for most of the day Dec.
17, until a sharp uptick started around 2pm. By the end of
the day it hit 0.077, up from 0.039 on volume of 76M. The
next day peaked at 0.17 on massive 273M volume, and by
the next week the stock was consolidating mostly
between 0.07 and 0.09. Beyond the usual pump and
dump patterns, the drop could be attributed to rapid
dilution through the run, bringing outstanding shares from
108M up to 180M in a week. The stock dipped back down,
but ultimately the market cap was still up about 10M (or
250%.)
So why the massive run a day and a half after the news
was released? On Dec. 17, a link was being shared around
message boards to a document on the US Government’s
SAM website (https://preview.tinyurl.com/ygnxz3vz.)
The interesting thing about the document is that it had a
table containing the value of $30000000. Imagine most
people probably saw this on their phones and were caught
up in the excitement of parabolic stock movement. This
was shared over and over again, everyone ecstatic about
a value posted on an official government website related
to INPX that they attributed to the recent government
work news announcement. This would be almost 5 times
the revenues reported in the last quarter.
Most people (myself included) I’m sure had never been on
the SAM website, or seen a FAR document. The thing
about that table though? It’s just a list of the maximum
size standards that the company would have to meet to
qualify as a small business within their NAICS code. This
allows the government to determine which businesses are
eligible for certain programs or contracts reserved for
small businesses. The company affirmed that they met
every qualification including annual revenues of under
$30M. The size standards are clearly stated here
(https://preview.preview.tinyurl.com/yemcofmx,) with
$30M noted as the maximum size for a small business
under NAICS code 541512 ‐ Computer Systems Design
Services. Every company under that code would have the
same value for that line item. More info on NAICS size
standards here
(https://www.sba.gov/document/support‐‐table‐size‐
standards.) Moreover, that document is neither a
contract, tender, nor bid. It’s simply the company’s
annual SAM registration required to submit a bid. No bid
or tender details are included.
Conclusion? It’s commonly mentioned among bullish
commenters that INPX has a $30M contract in the
pipeline. Some eagerly await an official press release
confirming the same, but significant value is already
priced in based on this misconception. A PR, or otherwise
insignificant future revenue reports indicating a lesser
value could have significant downside for the stock price
(of course, vice versa would be true in the case of a value
exceeding $30M – more on that in part 4.)
3. What were the implications of the Dec. 17‐18 pump for
the company?
I don’t have reason to believe the company ever directed
anyone to the FAR report. My overarching point here is the
overvaluation of the stock, not who caused it to be so. I
imagine the FAR report was initially shared by retail pumpers,
whether the deceit was intentional or genuine confusion, but
it would be pretty difficult and pointless now to pinpoint the
earliest “leak.” However, the company did capitalize on the
pump – the vast majority of their $6.5M at‐the‐market
offering was settled in those days, having raised an average
$0.10 per share after the stock had been languishing under
$0.10 for 8 weeks. To raise the same funds around the $0.04
low, it would have required another 100M shares with the
double whammy of diminishing returns through dilution ‐
during a time of very low volume, this presumably would have
caused a precipitous drop in the share price.
January 6’s outstanding share count sat at 188M (Pre‐R/S,) out
of a maximum of 250M authorized by shareholders, so INPX
literally couldn’t have closed the $6.5M offering at a price of
$0.04 or less. For context, there was a board‐recommended
vote to increase authorized shares to 500M on Oct. 31,
adjourned twice through Dec. 13 in a failed attempt to sway
shareholders (it’s a tough sell to approve eroding shareholder
value unless it’s a last resort.) In hindsight, the timing of
releasing the additional military work news the very next
trading day might not have been a coincidence. But the
company’s allowed to drop that kind of news whenever they
want, or not at all.
Further to the company’s at‐the‐market offering, an additional
~23M shares were issued through this time to Chicago
Venture Partners, owners of promissory notes that account
for most of INPX’s debts. CVP converted the debts to shares
in the company at an accelerated rate compared to the prior
two months of dilution (between CVP and affiliated VC
companies.) I’ll venture a guess to why. The vast majority of
these came at a significant discount – my unproven but data‐
supported theory is that the conversion rates are set as a
function of a recent closing price, or average of multiple days.
So through a massive spike, their conversion rate lagged
behind and gave them a chance to take advantage. This also
prompted them to file a schedule 13G form disclosing a 9.52%
stake in the company – the first time this or other noteholders
had announced such a stake (as mandated for over 5%) in
recent memory.
Up until that point, CVP and their affiliates had been flipping
the converted shares pretty promptly, and suddenly they’re
holding nearly the maximum allowable stake of 10% per State
of Nevada laws. The company could have taken up to ten days
to disclose this per SEC rules, but it was in their best interest
to disclose at this time as seen in the inferences of investors in
message boards – if an institutional buyer is confidant in the
stock, people infer the institutional holder knows something
(positive) that we don’t. Like a lot of stock market catalysts, it
proved a self‐fulfilling prophecy. They contributed to
sentiment that would drive up the value of the shares they
were holding onto – perfectly within their lawful rights.
4: How much might the additional government work be
worth, then?
Discarding the baseless $30M rumour – additional
government work admittedly sounds very positive, and
possibly very lucrative. What value could investors
tentatively attribute to a contract with no disclosed value,
and a vague description aside from the technology
involved? Remember, the market essentially attributed
an additional $10M towards company value to this news
once the dust settled for a few days (impossible to say
now, as the market cap has grown much higher in the
weeks since.) In the press release
(https://preview.tinyurl.com/rgnvbjf,) the technology was
described as “a hybrid GPS + 900 MHz 256‐bit AES‐
encrypted network for secure and private personnel and
equipment tracking.” INPX didn’t have such technology
until an acquisition/licensing of intellectual property from
GTX Corp in June (press release:
https://preview.preview.tinyurl.com/yfkx73ma.) The
technology acquired matches with the details released for
INPX’s “additional work” announcement.
According to the terms and definitions of the asset
purchase agreement itself
(https://preview.tinyurl.com/yhykmrqs,) it included
among other things:
“all licenses, sublicenses, consent to use agreements,
settlements, coexistence agreements, covenants not to
sue, waivers, releases, permissions and other Contracts,
whether written or oral, relating to any Intellectual
Property.”
So any active contracts GTX Corp had relating to this
technology seem to have been conveyed to INPX.
According to INPX’s 2Q report
(https://preview.tinyurl.com/yh4qwppc,) the total value
of this asset purchase agreement was for $950K; $50K of
which was specifically attributed to GTX Corp agreeing not
to compete with INPX on related work for 4 years. $12.5K
per year doesn’t give the impression GTX was forfeiting a
very lucrative product pipeline. Granted GTX Corp had
significant debt and equity issues, so I’ll give INPX the
benefit of the doubt they likely scooped a decent bargain.
Sadly for GTX, much of the deal was settled in INPX shares,
for which GTX declared a $500K+ loss in a recent quarterly
report.
Back to the issue of putting a price tag on the additional
work. On the above linked article
(https://preview.preview.tinyurl.com/yfkx73ma,) it states
the agreement included “an association of $1 million
worth of customers with schools and government
agencies.” I think it’s fair then to go on the assumption
that meant the anticipated total potential value was less
than $2M for all related work in that sales pipeline. Given
that no work related to schools has been announced,
presumably the government agencies aspect only
accounted for a portion of this stated value. GTX’s own
press release on the matter
(https://preview.tinyurl.com/yglu2242,) infers this work
was not a great revenue generator:
“Following this transaction we will now be able to…
concentrate more on the higher revenue generating
people and asset tracking business with our GPS
SmartSoles® and line of NFC tags.”
Granted here, GTX would be trying to give this the best
spin they could for their own stock’s sake, but that’s true
for any company’s press releases. Based on GTX’s
aforementioned financial struggles, there’s plenty of
support for the expectation of meager returns. By my
count, GTX had at least 3 work orders from the
government in 2017‐2019:
2017‐Edwards Air Force Base
https://preview.tinyurl.com/yhcmzd4n
2018‐Edwards Air Force Base, additional work
(https://preview.tinyurl.com/yguvmwoz)
2019‐Hill Air Force Base
(https://preview.tinyurl.com/yzrahhtn)
Yet GTX Corp is a micro‐penny stock sitting at ~$1M
market cap. For the first 9 months of 2019, GTX reported
(https://preview.preview.tinyurl.com/ydpmzbum) $553K
in sales & service revenues. I omitted $732K in licensing
income, since the bulk of this is attributable to INPX’s
purchase. And remember, GTX’s press release insinuated
the bulk of their sales and services revenues were not
from contracts related to the assets INPX acquired. That
doesn’t leave a whole lot to be bullish about. GTX’s total
annual revenues in 2018 and 2017 were $637K and $422K,
respectively (https://preview.tinyurl.com/ygepwg42.) At
its peak intraday trading high post‐R/S on January 7,
INPX’s market cap sat at ~$40M, still up ~900% since this
additional military work was announced less than 3 weeks
prior. There have been a few other catalysts as well, even
less fundamentally robust in my opinion, which I’ll address
in a separate section.
One more note on Department of Defence procurement
in general. This is a highly competitive market. For the
DOD to sole‐source a contract, they need to justify it in
extenuating circumstances (urgent timelines, completely
unique products etc.) Otherwise, even if GTX Corp
developed a prototype/pilot network, additional follow‐
on work may be open to other bids. The following link
gives an idea of the processes, and current development
leading to added uncertainties
(https://preview.tinyurl.com/ygb9ss7a.) It’s not a case of
being locked in with a government cash cow once your
foot’s in the door. And as much as I’m interested in this
technology personally, it’s not as unique as a lot of the
INPX bulls would like to think. Competitive tenders reduce
margins for contractors in the form of lower pricing and
additional labor to prepare the bid, and then of course
there’s a chance you put effort into the bid and don’t end
up with the work at all. Now that I think of it, maybe that’s
why GTX was OK with selling off this tech and associated
revenue stream.
5. Could there still be risks related to the Sysorex spin‐
off?
Most of my findings here pertain to unfounded value.
What could be even more critical in the future, is if there
are significant liabilities that investors aren’t aware of.
INPX completed a spin‐off of their VAR unit as Sysorex
(formerly Inpixon Federal) in 2018. Although this cut
revenues by 90%, the company had been losing money
and purportedly chose to focus on the higher margin IPA
business. As part of the arrangement, INPX supplied SYSX
with initial $2M cash injection, in August 2018. The
separation agreement also included a lot of language
about indemnification of liabilities between the two
entities, but of course with the catch‐all "to the extent
permitted by applicable Law."
(https://preview.tinyurl.com/yfs6hxte)
Seems OK so far? Maybe a little too good to be true to
simply cut ties with the failing majority of your business.
INPX's last annual report sheds some light on potential
spin‐off liabilities in the "Risks" section:
"The court could deem the Spin‐off to be a fraudulent
conveyance and void the transaction or impose substantial
liabilities upon us... Among other things, the court could
require our stockholders to return to us some or all of the
shares of Sysorex common stock issued in the Spin‐off or
require us to fund liabilities of Sysorex for the benefit of
creditors."
The "Risks" section of financial reports are typically either
boring or a little terrifying as a "worst case scenario"
disclaimer (but I imagine it helps them in court if shit hits
the fan.) So maybe we shouldn't put too much weight on
this unless we see evidence of this liability bear out. But
there already is evidence of that, in the same annual
report. Atlas Technology Group sued Sysorex for $1M last
year. Inpixon had to cover half of the damages. What
other liabilities lurk, especially if SYSX goes under? It's
possible INPX would be on the hook with creditors if SYSX
goes bankrupt, yet these liabilities are in the fine print and
not accounted for on the books (which aren’t particulayly
healthy to begin with.) And this is SYSX on the OTC with
$109K market cap, $1.5M in assets and $21M in liabilities.
On the plus side, half of their liabilities are debts owed to
INPX. On the negative, INPX is counting that $10‐11M as
an asset on their own books. At what point does that get
written off as uncollectible?
Perhaps the clearest warning of potential financial ties to
Sysorex is also spelled out in the risks section:
“We may be required to consolidate the financial results
of our former subsidiary, Sysorex, Inc., which could have
a material adverse effect on our operating results and
financial condition.”
The company says they don’t think Sysorex constitutes a
Variable Interest Entity (VIE,) but leave open the
possibility that it may be determined to be one in the
future. Here’s a breakdown on VIE’s
(https://preview.tinyurl.com/yfqfhzb7,) including some
information about how they are sometimes misused.
The liability question came up when I was trying to figure
out why INPX would loan Sysorex $10 million
(https://preview.tinyurl.com/ydsh5yxd) under more
favorable terms than their own debt of about the same
amount. The creeping value of the agreement is a little
concerning too, going from 3M to 5M to 8M to 10M in
separate agreements over a short amount of time. Is that
the end of SYSX’s financing needs? INPX seems to end up
paying ~25‐35% in interest, discounts and fees on its own
promissory notes over terms that range 6‐12 months.
Meanwhile, they lent SYSX $10M at a relatively simple
10% annual rate on a 2‐year term (due end of 2020.)
Per INPX’s quarterly reports:
"Nadir Ali, [INPX's] Chief Executive Officer and a member
of its Board of Directors, is also the Chairman of the Board
of Directors of Sysorex."
(https://preview.tinyurl.com/yzpq66uu)
What’s a little less obvious though, are previously
disclosed family ties. These are true financial ties, not just
having directors in common. A. Salam Qureishi, Nadir's
"father‐in‐law and a member of his household" according
to SYSX filings, has an extensive history with Inpixon,
Sysorex, and their various predecessors. His own similarly
named holdings company was granted an initial 1M SYSX
shares for use of his trademarked name, "Sysorex". Here's
a filing of his beneficial ownership:
(https://preview.tinyurl.com/yfty8g8x.) This stake
appears to be ~3% of the company
(https://preview.tinyurl.com/yh5bcr9s.) As of Nov 12,
2019, assuming he's held those shares, he would now hold
10K out of the 408K outstanding shares after a 100:1
reverse split was effected
(https://preview.tinyurl.com/yef74kvz.) He stands to
receive an additional 2.5K shares each year going forward
for the trademark usage. To be fair, this isn’t a sizeable
holding now, because SYSX’s stock has tanked ~95% since
its OTC listing.
This is arguably a conflict of interest for Nadir Ali that
isn’t disclosed on the latest INPX quarterly report (I have
no insight on whether that’s a breach or not,) but I’ll give
them the benefit of the doubt and assume there’s a case
to be made that the SYSX loan is in the best interest of
INPX and its shareholders. Unfortunately, that comes
back to issues surrounding liability, as otherwise there’s
no sense in borrowing money at significant costs, to
provide a 10% loan to another company that’s supposed
to be a completely separate business entity at this point.
SYSX’s latest filing is for an extension on an overdue loan
they have with Chicago Venture Partners. They tacked
on a $33K fee to bring it up to $696K in order to push
back the maturity date to the end of March, so their debt
situation appears to be an ongoing concern. They don’t
have the stockholder equity to dilute that INPX does.
This is purely speculation at this point, but I’m highly
suspicious that INPX will be issuing more offerings to
either lend SYSX additional funds to keep them afloat, or
if the writing’s on the wall, to settle SYSX’s liabilities.
These offerings would be above and beyond what’s
needed to fund INPX’s operation itself, as well as INPX’s
loans that start coming due in March.
6: “The CEO told us the outlook for 2020 is great! They’ve
improved their cash position and the market’s growing
rapidly!”
[The R/S has since confirmed some of my cynicism for this,
though my first draft predated it.]
On Dec. 30, Nadir Ali appeared on a Yahoo Finance “On
the Move” segment
(https://www.youtube.com/watch?v=kzg4JvvJqMU,) and
the next day sent out a year end recap on New Years’ eve
(https://preview.tinyurl.com/yhfsdx6u.) The former
certainly was good exposure to potential clients and
investors, the latter was a good primer for someone who
had no idea what the company did. But neither
introduced any noteworthy news (I’m dismissing for
example, some internal events like their “leadership
summit” and “hackathon”.) But it did whet investors’
insatiable appetite for anything you can call news, and
realistically there would have been a lot of new investors
who’d jumped aboard on technicals or hype in the
previous couple weeks. So how did the market respond?
A three‐day pump from 0.076 to a high of 0.65, an
astonishing 755% rise, and over a billion shares traded.
That’s over 5 times the number of outstanding shares
traded in three days. Market cap jumped by a range of
over $100M at its peak.
The claim above that this was essentially non‐news is a
little subjective, so I’ll elaborate by addressing some of the
items that were later recycled on repeat in the message
boards to drum up excitement. Ali mentioned they would
be focused on shareholder value. That sounds positive for
shareholders, but it’s also what he said in the Q1 2018
earnings conference call
(https://preview.tinyurl.com/yz944r4b.) The stock’s
tanked ~99% in that time despite still being significantly
up from the recent all time low. And now we’ve seen the
predictable R/S bombshell (I’m not really getting into that
as a negative catalyst ‐ it’s been the elephant in the room
for a while, but it’s only a distracting symptom of the true
fundamental problems.)
Ali also alluded to a better cash position after raising the
aforementioned $6.5M. But note that he did not say they
currently have $6.5M. For starters, that only raised $6.2M
net, after fees. Let’s jump to INPX’s 3Q report
(https://preview.tinyurl.com/ygf554p7.) They had less
than $500K in cash at the end of September, and had a
proforma cash burn rate (which is to say, including
Jibestream’s net losses for the full quarter as if it were part
of the company for the full quarter) of $6.5M. Hmm, that
number rings a bell. Since that time, the only additional
loan we know about is $750K they took out in November.
So projecting the Q3 cash burn rate up to the end of
December, a best educated guess would be ($500K +
$6.2M + $750K) less $6.5M operating expenses, for an
estimated cash balance of $950K.
Applying the same cash burn rate forward, one would
expect them to run out by the middle of January.
Fortunate then, that they suddenly have so much more
equity to tap into at the expense of shareholders! It
should be noted they also have a line of credit they can
tap for up to 80% of current work orders, so I don’t literally
expect them to run out of cash so fast in a practical sense.
But this projection would indicate that after issuing 66M
shares to raise $6.2M net funds
(https://preview.tinyurl.com/yz6cls9f,) this immense
dilution would only have improved their cash position by
~$500K. There was significant further dilution which
improved their debt situation, but I’ll address that later.
Another stock offering would be on its way very shortly if
indeed they’re down to ~$1M cash; it took them over two
months in the 4th quarter to close the ATM offering.
NOTE: latest 8‐k filed Jan. 7
(https://preview.tinyurl.com/ykyx6gcm) appears to
support this line of reasoning. You don’t need an
extension on a $218k loan if you have millions in cash.
The extension on this loan to March 31 2020 also
coincides exactly with the extension on SYSX’s loan. As
elaborated below in part 8, a lot of debts are maturing in
March, and all of them are to venture capitalist
companies tied to John Fife. What’s happening in
March?
I should note that Nasdaq has already warned INPX their
continued dilution could be cause for delisting, regardless
if they’ve done an R/S to clear a dollar. From their 3Q
report:
“the Nasdaq Staff has advised us that our history of non‐
compliance with Nasdaq’s minimum bid price
requirement, the corresponding history of reverse stock
splits, the dilutive effect of the Offering and an inability to
cure the bid price deficiency organically without effecting
a reverse stock split prior to November 26, 2019 would
raise public interest concerns under Nasdaq Listing Rule
5101 and could result in the Nasdaq Staff issuing a
delisting determination with respect to our common stock
(subject to any appeal the Company may file.)”
So the delisting is still up in the air until we hear a ruling.
This is just a word of caution; I personally doubt Nasdaq
will do this, barring a new offering or dramatic plunge in
stock in the meantime. Nasdaq’s in the business of
collecting listing fees, but investors shouldn’t be blind to
the possibility when it’s disclosed in quarterly reports and
the odd 8‐k.
Typically on every report and prospectus, as well as
convention presentations and recently the Yahoo video,
the company will tout the projected worldwide size of the
market. However, it doesn’t acknowledge how big the
market already is, which would reveal just how little
market penetration they have. Based on their own past
and current projections, you can estimate that the market
would have already been in the realm of ~$12‐16B in
2019. Rounding up to $7M revenues, that puts INPX at
about 0.05% market share. So even the “conservative”
assumptions of say 1% market share are completely
ungrounded at this time. Contrary to some believers’
claims, big players (Apple, Google, Amazon, Cisco) have
been all over the retail IPA tech for a while now. Some
have already found aspects of it off‐putting to consumers
https://preview.tinyurl.com/y58atolg.)
The angle of cutting down on shoplifting seems a little
overstated, and to be fair, I think Ali was trying to
downplay it as well. What makes high‐precision tracking
so much more effective for shoplifting, than the typical
beeping RFID alarms we’re used to? It borders on being a
solution in search of a problem. There’s also a reason RFID
chips aren’t on every last item already. Their cost isn’t
negligible for low margin items like groceries, and there’s
labour, practical limitations and consumers’ sentiments to
consider. Having to peel a chip off every apple you eat
might make you shop elsewhere. It’s like having armed
guards with AK‐47’s at the door – it might cut down on
shoplifting, but the amount of business you scare off could
hurt your pocketbook more.
7. “INPX just announced projects at some of the biggest
buildings in the US!”
In the Yahoo video, there’s a splash screen that showed
some very notable mapping or wayfinding applications
that INPX lays claim to: The Pentagon, Westfield WTC
Mall, San Francisco Airport, and Mall of America. That’s
great – all awesome additions to the resume. However,
these banner projects aren’t new at all. In fact, they were
all known to have been completed by Jibestream prior to
their acquisition (https://preview.tinyurl.com/ygzhd427.)
In fact, Jibestream was awarded their Pentagon contract
back in 2012.
How much revenue did they generate to provide
wayfinding technology to the illustrious DOD, for the
largest office building by square footage in the world?
*Drum roll*
$93K (https://preview.tinyurl.com/yzgjcg2q.)
Additional info: https://preview.tinyurl.com/yfc5rax8
They would have needed the equivalent of 80 more of
those Pentagon contracts in the third quarter to reach
profitability (accounting for 7 years’ inflation and
assuming 75% gross margin per 3Q gross profits.) These
aren’t recurring revenues. There’s only one Pentagon,
and in terms of square footage, it’s among the 20 largest
buildings in the world. Even these massive malls are about
half the square footage, or less. I’ll acknowledge that
Jibestream has nabbed some significant contracts since
coming aboard INPX – the American Dream mall being one
of them. Devils’ advocate though has to point out that’s
the same client as the Mall of America. It’s a good
indication of satisfaction in their product, but for a
company now priced like it has extreme growth, the signs
of organic growth are minor for INPX as a whole. The
Jibestream acquisition has given Nadir some flashy visuals
and projects to tout ‐ but let’s be realistic – there’s a
reason Jibestream was able to be acquired for ~$6M USD
($8M CAD.) They had debt issues, their total 2018
revenues were $2.4M US ($3.1M CAD,) down 15% from
2017. 2018 net losses were $1.2M ($1.6M CAD.) This
acquisition gave INPX a more comprehensive portfolio,
but it doesn’t help their cashflow. The associated dilution
cost shareholders dearly last year.
8. “The company’s been paying off their debt!”
Mid‐October through the end of the year, there were
generally 1‐2 dilutive conversions of debt for shares with
one of INPX’s three affiliated venture capitalist
noteholders. Individually, these didn’t have much
dramatic effect on the stock price. They were converted
at close to market value, and reducing debt offset the
negative effects of dilution. But it added up to about 68
million shares (pre‐R/S,) much of which were settled near
all‐time low prices. Since the end of September, they’ve
made about $4M in debt payments this way, but also
taken on another ~$1M in debt.
So they’ve reduced their debts by about $3M through the
issuance of one third of the company’s outstanding shares
over the course of three months. How much is still on the
books?
In terms of promissory notes, $8.2M remained as of the
last conversion filed Dec. 26
(https://preview.tinyurl.com/yjxe6vkj.) These mature at
different times, but the majority of them in March when
they jump to 22% interest along with increased leverage
by the noteholders to force repayment etc. The company
also still owes $750K for their acquisition of Locality
Systems, but that has a pretty extended repayment
period.
While there is a little bit of variation between the different
promissory note agreements, the noteholders typically
have a fair bit of control over when these notes are
redeemed. Prepayments come at a 15% premium, so
there’s no point to prepay on a short‐term 10% loan. They
also typically have a clause that the noteholder can
demand repayment early. Generally, in the last ~3‐6
months before each note matures, the noteholder can
demand repayment of up to 1/3 of the loan, each month.
This must explain why INPX has recently been paying off a
Chicago Venture Partners note that isn’t due yet, and
therefore collecting 10% interest, when there’s a past due
note held by CVP’s affiliate Iliad, running up 22%. Either
the noteholders are forcing INPX’s hands with the
repayments, or INPX is being incompetent (or worse.)
9. “Revenues were up over 60% year over year in last
quarter’s report!”
While true, it was arguably disingenuous for the company
to push this PR in late October, without further context. It
had most of the important numbers, so many investors
probably didn’t pay as much attention when the final 3Q
report (https://preview.tinyurl.com/yzpq66uu) was
released. Buried further into that one was a “Proforma”
table that provided better context.
The Jibestream acquisition closed mid‐August, so only
their financials from the second half of the quarter
contributed to the overall numbers in the main table. The
proforma table included Jibestream’s financials as if it
were part of the company for the full quarter, and the year
prior. Looking at that table, the 3Q consolidated revenues
were only up 11% year‐over‐year. Considering they had
also acquired Locality Systems for $1.9M and the GTX Corp
assets for $900K in that time, the organic growth
component of that 11% would seem to be pretty
negligible. Why distinguish organic growth from platform
growth? Look at the downfall of Valeant Pharmaceuticals
for an example of a stock inflated by inorganic revenue
growth. INPX is treading a different path, but essentially
these acquisitions have cost investors many more millions
than the transactions themselves, through the effects of
dilution.
The CEO has indicated they want to continue this strategy
of mergers and acquisitions
(https://preview.tinyurl.com/yf4rl7jg.) They tout
“revenue growth,” but not improved cashflows. Do those
modest revenue improvements justify eroding
shareholder values in the realm of 98‐99%, when they
don’t even improve the balance sheet? This market has
some major players, and INPX represents a small 1/20th
of one percent of market share. So it certainly can’t be
argued that they’re positioning themselves with some
form of monopoly by acquiring these other small
companies, either.
10. “The stock price is way below historical prices – what
goes down, must come up!”
The problem with price charts, is they don’t tell the whole
story of valuation when there’s significant dilution. A
market cap chart captures this phenomenon, though
(https://ycharts.com/companies/INPX/market_cap.) As
of Jan. 3, INPX was valued at over double what it was
before the SYSX spin‐off, while revenues are about 88%
lower in that timeframe. If you account for four reverse
splits, there was the equivalent of ~22 of today’s
outstanding shares at the time of INPX’s 2014 IPO,
compared to 4.2M today. As of Jan. 7, INPX’s price to sales
ratio (not to be confused with P/E) is in the ballpark of 5
at a market cap of $32M (this number will likely continue
to fluctuate dramatically while the stock’s volatile.) This is
despite the fact that they already have their products out
to market. Iterative technology development aside, some
of the company’s core products have been established for
years. This isn’t a pharmaceutical company waiting for
FDA approval – nothing’s been stopping them from selling
their products. Does it still sound cheap? Are there
grounds for expecting rapid organic growth?
11. The $12000 ($267 pre‐R/S) Price Target
Common sense would negate this paragraph, yet I keep
seeing this number discussed. Often followed with
something like “I’d be happy with just 4000% gains” ‐ how
conservative! This one should be a non‐starter if people
weren’t blinded by the idea of what a $12000 share price
would earn them. Chalk it up to a case of “too good to be
true.” Finance pages like Yahoo and CNN Money
(https://preview.tinyurl.com/yfrof36j,) as well as
countless bot‐generated “news” articles
(https://preview.tinyurl.com/ygwpzgv3) were showing an
analyst forecast of $266.67 for a while, and it’s been
adjusted to $12000 since the latest R/S. It always says it’s
from just one analyst. But looking closer, you might
realize something’s off. There’s also only one analyst
recommendation: “Hold”. Wouldn’t an analyst say “Buy”
if they expected returns in the tens (or hundreds) of
thousands of percent? Has a respected analyst ever
provided a 12‐month target of even 1000% gains? If you
hover your mouse over the recommendation, you see it
was from August 2017. This was again, back when
revenues were about ten times higher. Analysts haven’t
been paying attention to INPX for a couple years and for
whatever reason those obsolete forecasts never got
purged. The $12000 price target likely came from the
same time, but was automatically adjusted to account for
the reverse splits that have happened since. From a
common sense stance, consider there are now 4.2M
shares. At $12000, that puts the market cap at $50B, or
about 3 times the size of the entire market INPX is in. All
that target shows is how far the stock has fallen.
12. “They won an award!”
Now, there are some legitimate awards out there, some
not so much. Have you ever been to a job fair and noticed
every company boasts some kind of “top 50 employer”
type award, if not multiple? Those are typically put on by
marketing companies, who make a living off
advertisements and registration fees from the companies
who win them. They never go in‐depth about what made
them stand out from the crowd. Some of the people who
INPX has been paying to get awards from don’t hide it very
well. INPX has announced two awards from two such
media outlets in the last three months. TMC, the company
behind INPX’s IoTEvolution award
(https://preview.tinyurl.com/ye93ygbn,) hilariously hides
their identity in plain sight at the bottom of the press
release:
“Through custom lead generation programs, TMC
provides clients with an ongoing stream of leads, display
advertising on news sites and newsletters, comprehensive
event and road show management services, and custom
content creation with ghost‐crafted blogs, press releases,
articles and marketing collateral.”
I can’t be quite as sure about the IoT Breakthrough Award
INPX won (https://preview.tinyurl.com/ye93ygbn,)
announced shortly before the R/S. But described as “a
leading market intelligence organization,“ I’m going with
my gut that it walks like a duck. The submission guidelines
indicate the whole thing is judged on a maximum 500‐
word description submitted by the company itself ‐ hardly
a rigorous process. They also don’t reveal any nominees
who don’t win, so there’s no reputational risk for
companies entering, and we’re none‐the wiser as to
whether there was a single competitor. These promotions
are pretty much par for the course; respected household
names show up in the same press releases too. While the
whole idea’s a bit goofy, they’re not necessarily a negative
indicator either.
13. Conclusion
My conclusion is pretty self‐evident at this point. I never
meant for this to be a multi‐page report, I was just putting
a few insights together and elaborating in a format that
wasn’t well suited for message boards (especially hyped‐
up ones with multiple posts every minute.) But in the
process of supporting my arguments, it turned into a
rabbit hole where more and more of my doubts were
being substantiated with every rock turned over.
Regardless of your stance on Inpixon’s stock or the
company itself, I hope this summary has been informative,
and look forward to engaging in any feedback it might
elicit.
Good luck to all most!