Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 09, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | FORM Holdings Corp. | |
Entity Central Index Key | 1,410,428 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | FH | |
Entity Common Stock, Shares Outstanding | 15,804,881 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 21,679 | $ 24,951 |
Deposits with courts | 0 | 1,930 |
Accounts receivable, net | 1,833 | 246 |
Inventory | 408 | 379 |
Other current assets | 342 | 698 |
Investment in XpresSpa | 1,734 | 0 |
Total current assets | 25,996 | 28,204 |
Intangible assets, net | 3,315 | 16,476 |
Goodwill | 4,863 | 4,863 |
Other assets | 1,143 | 916 |
Total assets | 35,317 | 50,459 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 7,421 | 5,855 |
Deferred revenue | 453 | 175 |
Senior secured notes | 0 | 3,111 |
Total current liabilities | 7,874 | 9,141 |
Long-term liabilities | ||
Derivative warrant liabilities | 601 | 416 |
Other liabilities | 119 | 386 |
Total liabilities | 8,594 | 9,943 |
Commitments and contingencies (see Note 14) | ||
Stockholders’ equity | ||
Common stock, $0.01 par value per share 150,000,000 shares authorized; 15,799,881 and 13,220,050 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 158 | 132 |
Additional paid-in capital | 243,450 | 237,246 |
Accumulated deficit | (216,885) | (196,862) |
Total stockholders’ equity | 26,723 | 40,516 |
Total liabilities and stockholders’ equity | 35,317 | 50,459 |
Series A convertible preferred stock [Member] | ||
Stockholders’ equity | ||
Preferred stock | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock | 0 | 0 |
Series C Junior Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 15,799,881 | 13,220,050 |
Common stock, outstanding | 15,799,881 | 13,220,050 |
Series A convertible preferred stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 500,000 | 500,000 |
Preferred stock, issued | 6,968 | 6,968 |
Preferred stock, outstanding | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 1,666,667 | 1,666,667 |
Preferred stock, outstanding | 0 | 0 |
Series C Junior Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 300,000 | 300,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Revenue | |||||
Licensing revenue | $ 1,350 | $ 0 | $ 11,025 | $ 150 | |
Product revenue | 1,755 | 0 | 5,486 | 0 | |
Total revenue | 3,105 | 0 | 16,511 | 150 | |
Costs and expenses* | |||||
Cost of goods sold | 1,560 | 0 | 4,866 | 0 | |
Operating legal costs | [1] | 894 | 6,776 | 2,469 | 15,341 |
Inventor royalties | 270 | 0 | 3,658 | 0 | |
Amortization and impairment of intangible assets | 203 | 819 | 13,404 | 2,436 | |
General and administrative | [1] | 3,955 | 2,095 | 10,212 | 7,391 |
Total operating expenses | [1] | 6,882 | 9,690 | 34,609 | 25,168 |
Operating loss | (3,777) | (9,690) | (18,098) | (25,018) | |
Gain (loss) on revaluation of warrants and conversion feature | (272) | 716 | 97 | 1,411 | |
Interest expense | (949) | (1,708) | (1,697) | (2,173) | |
Extinguishment of debt | (262) | (1,044) | (472) | (1,254) | |
Non-operating income (expense), net | (1) | (145) | 147 | (322) | |
Net loss | $ (5,261) | $ (11,871) | $ (20,023) | $ (27,356) | |
Loss per share: | |||||
Basic net loss per share (in dollars per share) | $ (0.34) | $ (1.16) | $ (1.35) | $ (2.82) | |
Diluted net loss per share (in dollars per share) | $ (0.34) | $ (1.16) | $ (1.35) | $ (2.82) | |
Weighted-average number of shares outstanding during the period: | |||||
Basic (in shares) | 15,473,895 | 10,246,624 | 14,880,925 | 9,688,744 | |
Diluted (in shares) | 15,473,895 | 10,246,624 | 14,880,925 | 9,688,744 | |
* Includes stock-based compensation expense, as follows: | |||||
Stock Based Compensation Expense | $ 485 | $ 1,066 | $ 1,447 | $ 4,191 | |
Operating legal costs [Member] | |||||
* Includes stock-based compensation expense, as follows: | |||||
Stock Based Compensation Expense | 59 | 130 | 191 | 631 | |
General and Administrative [Member] | |||||
* Includes stock-based compensation expense, as follows: | |||||
Stock Based Compensation Expense | $ 426 | $ 936 | $ 1,256 | $ 3,560 | |
[1] | [1] Includes stock-based compensation expense, as follows: Operating legal costs General and administrative |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2014 | $ 31,180 | $ 93 | $ 216,792 | $ (185,705) |
Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants | 175 | 0 | 175 | 0 |
Issuance of common stock for repayment of convertible debt and related interest | 8,512 | 17 | 8,495 | |
Stock-based compensation | 4,191 | 0 | 4,191 | 0 |
Net loss for the period | (27,356) | 0 | 0 | (27,356) |
Balance at Sep. 30, 2015 | 16,702 | 110 | 229,653 | (213,061) |
Balance at Dec. 31, 2015 | 40,516 | 132 | 237,246 | (196,862) |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 0 | 1 | (1) | 0 |
Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants | 0 | |||
Issuance of common stock for repayment of convertible debt and related interest | 3,049 | 18 | 3,031 | 0 |
Stock Issued During Period, Value, Other | 1,734 | 7 | 1,727 | 0 |
Stock-based compensation | 1,447 | 0 | 1,447 | 0 |
Net loss for the period | (20,023) | 0 | 0 | (20,023) |
Balance at Sep. 30, 2016 | $ 26,723 | $ 158 | $ 243,450 | $ (216,885) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (20,023) | $ (27,356) |
Items not affecting cash flows | ||
Depreciation and amortization | 1,467 | 2,657 |
Impairment of intangible assets | 11,937 | 0 |
Amortization of debt discount and debt issuance costs | 1,871 | 1,839 |
Stock-based compensation | 1,447 | 4,191 |
Amendment to warrants as part of debt modification | (281) | 0 |
Issuance of shares for extinguishment of debt | 356 | 1,409 |
Issuance of shares | 53 | 0 |
Change in fair value of warrants and conversion feature | 185 | (1,411) |
Exchange rate loss (gain) | (76) | 361 |
Changes in operating assets and liabilities | ||
Increase in accounts receivable | (1,587) | 0 |
Increase in inventory | (29) | 0 |
Decrease (increase) in other current assets and other assets | 129 | (466) |
Increase in accounts payable, accrued expenses and other current liabilities | 1,571 | 5,223 |
Increase in deferred revenue | 278 | 0 |
Decrease in other liabilities | (267) | 0 |
Net cash used in operating activities | (2,969) | (13,553) |
Cash flows from investing activities | ||
Acquisition of property, equipment and technology | (243) | 0 |
Decrease (increase) in deposits | 2,001 | (272) |
Increase in investments | (1,734) | 0 |
Net cash provided by (used in) investing activities | 24 | (272) |
Cash flows from financing activities | ||
Proceeds from commitments to issue common stock under subscription agreement | 1,734 | 0 |
Net proceeds from senior secured notes and warrants | 0 | 12,425 |
Repayment of debt | (2,011) | 0 |
Debt issuance costs | (50) | (218) |
Net cash provided by (used in) financing activities | (327) | 12,207 |
Effect of exchange rate changes on cash and cash equivalents | 0 | (3) |
Decrease in cash and cash equivalents | (3,272) | (1,621) |
Cash and cash equivalents at beginning of period | 24,951 | 16,023 |
Cash and cash equivalents at end of period | 21,679 | 14,402 |
Cash paid during the period for | ||
Interest | 40 | 0 |
Non-cash investing and financing transactions | ||
Change in classification of derivative warrants to equity warrants | 0 | 175 |
Issuance of common stock to repay debt and interest | 2,996 | 8,512 |
Debt discount | $ 0 | $ 2,961 |
General
General | 9 Months Ended |
Sep. 30, 2016 | |
General [Abstract] | |
General | Note 1. General Overview On May 6, 2016, Vringo, Inc. changed its name to FORM Holdings Corp. (“FORM” or the “Company”) and concurrently announced its repositioning as a holding company of small and middle market growth companies. The Company’s focus is on acquiring and building companies that would benefit from: • additional capital; • exposure to visibility from the public markets; • talent recruiting; • rebranding; and • implementation of best practices. The Company’s management team is committed to execute on its strategy. The Company is industry agnostic, but limits the scope of its pipeline by looking only at companies with a clear path to grow in excess of $100,000 in revenue. The Company’s common stock, par value $ 0.01 The Company currently has three operating segments: • Group Mobile • FLI Charge • Intellectual property Group Mobile is a growing premier supplier of innovative and full-service mobile technology solutions, including rugged computers, tablets, mobile devices, accessories, a full suite of professional services and other related products geared toward emergency first responders, municipalities and corporations. In addition, Group Mobile specializes in high-quality customer service and support for those products. FLI Charge owns a patented conductive wireless charging technology and focuses on the development and commercialization of its technology through the direct-to-consumer sale of conductive charging pads, phone cases, charging adaptors and other to implement in various fields such as furniture and automotive charging adaptors and other enablements as well as licensing its technology in exchange for recurring licensing revenue The intellectual property operating segment is focused on the innovation, development and monetization of intellectual property. The Company’s portfolio consists of over 600 patents and patent applications covering a range of technologies including mobile devices, remote monitoring and Prior to December 31, 2013, the Company operated a global platform for the distribution of mobile social applications and services. On February 18, 2014, the Company sold its mobile social application business to InfoMedia Services Limited (“InfoMedia”), receiving an 8.25 On August 8, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FHXMS, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the “Merger Sub”), XpresSpa Holdings, LLC, a Delaware limited liability company (“XpresSpa”), the unitholders of XpresSpa who are parties thereto (the “Unitholders”) and Mistral XH Representative, LLC, as representative of the Unitholders (the “Representative”), pursuant to which the Merger Sub will merge with and into XpresSpa, with XpresSpa being the surviving entity and a wholly-owned subsidiary of the Company (the “Surviving Entity”) and the Unitholders becoming stockholders of FORM (the “Merger”). Each of the Company’s operating segments are described below. Group Mobile Group Mobile is a growing and innovative full, end-to-end solution provider for project lifecycle services including system integration, hardware service support, pre- and post-deployment and customer support helpdesk. Group Mobile provides total hardware solutions, including rugged laptops, tablets and handheld computers. Group Mobile also markets rugged mobile printers, vehicle computer docking and mounting gear, power accessories, wireless communication products, antennas, carrying cases, and other peripherals, accessories and add-ons needed to maximize productivity in a mobile- or field-computing environment. Group Mobile operates a full-service e-commerce website with live chat, up-to-date product information and computer system configuration capabilities. Group Mobile’s goal is to ensure that its customers purchase the best products and services for their specific requirements. Group Mobile purchases rugged mobile computing equipment and complementary products from its primary distribution and manufacturing partners and sells them to enterprises, resellers, and retail customers. Group Mobile’s primary customers range from corporations to local governments, emergency first responders and healthcare organizations. Group Mobile believes that its business is characterized by gross profits as a percentage of revenue slightly higher than is commonly found in resellers of computing devices. The market for rugged mobile computing products is trending towards an increase in the volume of unit sales combined with declining unit prices as the business transitions from primarily being comprised of laptops to one primarily comprised of rugged tablets. As this transition has occurred, Group Mobile is seeing shortened product life cycles and industry specific devices for segments such as healthcare. Group Mobile sets sale prices based on the market supply and demand characteristics for each particular product. Group Mobile is highly dependent on the end-market demand for rugged mobile computing products, which is influenced by many factors, including the introduction of new IT products by OEM, replacement cycles for existing rugged mobile computing products, overall economic growth, local and state budgets, and general business activity. Product costs represent Group Mobile’s single largest expense and product inventory is one of the largest working capital investments for Group Mobile. Group Mobile’s primary suppliers include Synnex Corporation, Ingram Micro Inc., and Xplore Technologies Corporation, which, combined, represent approximately 80% of Group Mobile’s inventory purchases. Group Mobile has reseller agreements with most of its OEM and distribution partners. These agreements usually provide for nonexclusive resale and distribution rights. The agreements are generally short-term, subject to periodic renewal, and often contain provisions permitting termination by either Group Mobile or the supplier without cause upon relatively short notice. Furthermore, product procurement from the OEM suppliers is a highly complex process and, as such, efficient and effective purchasing operations are critical to Group Mobile’s success. FLI Charge FLI Charge is a wireless power company dedicated to simplifying the way people power and charge the multitude of mobile electronic devices they use on a daily basis. By eliminating the need to search and compete for outlets and charging cables, FLI Charge is improving the powering and charging experience for all currently existing battery and DC powered devices. FLI Charge designs, develops, licenses, manufactures and markets wireless conductive power and charging solutions. FLI Charge is currently working with partners in several verticals to bring products to market. These verticals include education, office, hospitality, automotive and consumer electronics among others. To date, FLI Charge has not yet generated any substantial revenue from its product sales. The Company believes that FLI Charge’s patented technology is the only wireless power solution that is fully interoperable between different mobile devices ranging from smartphones to power tools, and many more. FLI Charge’s wireless power solution can simultaneously power multiple devices on the same pad no matter their power requirements or positions on the pad. FLI Charge’s product line consists of power pads or surfaces as well as devices that are connected to or embedded with FLI Charge enabling technology. FLI Charge pads and surfaces are connected to a power source or battery. The surface of the pad has conductive contact strips that provide power and are constantly monitored by control circuitry that immediately halts power transfer if an unapproved load or short-circuit condition is detected. FLI Charge-enabled devices are embedded with the FLI Charge contact enablement that consists of four contact points, known as the “constellation.” The constellation is designed to make an immediate and continuous electrical connection with the contact strips regardless of the device’s orientation on the pad. The enablement monitors the power coming from the pad and ensures that the correct amount of power goes to the device. Once an approved FLI Charge device is placed on a pad, power is transferred immediately to charge or power the device. FLI Charge launched its consumer product line on Indiegogo, a crowdfunding platform, on June 15, 2016; the campaign was completed on August 15, 2016. The Company accounts for 224 Intellectual Property The intellectual property operating segment is focused on the innovation, development and monetization of intellectual property. The Company’s portfolio consists of over 600 patents and patent applications covering a range of technologies including mobile devices, remote monitoring and The Company is currently focused on monetizing its technology portfolio through a variety of value enhancing initiatives including, but not limited to, licensing, litigation and strategic partnerships. Recent Developments XpresSpa On August 8, 2016, the Company entered into the Merger Agreement with the Merger Sub, XpresSpa, the Unitholders and the Representative, pursuant to which the Merger Sub will merge with and into XpresSpa, with XpresSpa being the surviving entity and the Surviving Entity and the Unitholders becoming stockholders of FORM. XpresSpa is a leading airport retailer of spa services and related products. It is a well-recognized and popular airport spa brand with nearly three times the number of U.S. locations as its closest competitor. It provides nearly 900,000 services per year. As of October 18, 2016, XpresSpa operated 51 total locations in 44 terminals and 21 airports in three countries. XpresSpa also sells wellness and travel products through its internet site, www.xpresspa.com • massage services for the neck, back, feet and whole body; • nail care, such as pedicures, manicures and polish changes; • beauty care services such as waxing and facials; • hair care, such as haircuts and blow outs; • wellness products such as massagers, lotions and aromatherapy aids; and • travel products such as neck pillows, blankets, massage tools, travel kits and eye masks. Upon completion of the Merger, (i) the then-outstanding common units of XpresSpa (other than those held by the Company, which will be cancelled without any consideration) and (ii) the then-outstanding preferred units of XpresSpa (other than those held by the Company, which will be cancelled without any consideration) will be automatically converted into the right to receive an aggregate of: (a) 2,500,000 0.01 (b) 494,792 0.01 23,750 (c) five-year warrants to purchase an aggregate of 2,500,000 3.00 The FORM Preferred Stock shall be initially convertible into an aggregate of 3,958,336 6.00 The Company has the right, but not the obligation, upon ten trading days’ notice to convert the outstanding shares of FORM Preferred Stock into FORM Common Stock at the then applicable conversion ratio, at any time or from time to time, if the volume weighted average price per share of the FORM Common Stock exceeds $9.00 for over any 20 days in a 30 consecutive trading day period. If the Company elects to make a payment, or any portion thereof, in shares of FORM Common Stock, the number of shares deliverable (the “Base Shares”) will be based on the volume weighted average price per share of the FORM Common Stock for the 30 trading days prior to the date of calculation (the “Base Price”) plus an additional number of shares of FORM Common Stock (the “Premium Shares”), calculated as follows: (i) if the Base Price is greater than $9.00, no Premium Shares shall be issued, (ii) if the Base Price is greater than $7.00 and equal to or less than $9.00, an additional number of shares equal to 5% of the Base Shares shall be issued, (iii) if the Base Price is greater than $6.00 and equal to or less than $7.00, an additional number of shares equal to 10% of the Base Shares shall be issued, (iv) if the Base Price is greater than $5.00 and equal to or less than $6.00, an additional number of shares equal to 20% of the Base Shares shall be issued and (v) if the Base Price is less than or equal to $5.00, an additional number of shares equal to 25% of the Base Shares shall be issued. The 4.32 In addition, the Company entered into subscription agreements to sell 750,574 2.31 1,734 On August 8, 2016, FORM purchased from XpresSpa an aggregate of 1,733,826 1.00 1,734 . The Series C Preferred Units of XpresSpa will have a preference in the amount of its initial investment and shall bear 12 The Company is holding its annual meeting of stockholders on November 28, 2016 to approve, among other things, the Merger and the issuance of shares of FORM Common Stock, FORM Preferred Stock and warrants to the Unitholders in connection with the Merger. Assuming stockholder approval is received, the Company expects to complete the Merger 18 33 82 67 Impairment of Patents The Company’s name change and repositioning as a holding company was deemed a triggering event, which required the Company’s patent assets to be tested for impairment. In performing this impairment test, the Company determined that the patent portfolios, which together represent an asset group, were subject to impairment testing. In the first step of the impairment test, the Company utilized its projections of future undiscounted cash flows based on its existing plans for the patents. As a result, it was determined that the Company’s projections of future undiscounted cash flows were less than the carrying value of the asset group. Accordingly, the Company performed the second step of the impairment test to measure the potential impairment by calculating the asset group’s fair value as of May 6, 2016. As a result, following amortization for the month of April, the Company recorded an impairment charge of $ 11,937 1,526 Stockholder Rights Plan On March 18, 2016, the Company announced that the Company’s Board of Directors adopted a stockholder rights plan in the form of a Section 382 Rights Agreement designed to preserve the Company’s tax assets. As a part of the plan, the Company’s Board of Directors declared a dividend of one preferred-share-purchase right for each share of the Company’s common stock outstanding as of March 29, 2016. Effective on March 18, 2016, if any group or person acquires 4.99% or more of the Company’s outstanding shares of common stock, or if a group or person that already owns 4.99 0.5 9.50 Senior Secured Notes On March 9, 2016, the Company and the holders (the “Investors”) of the Company’s $ 12,500 703,644 0.01 1,267 49 3,016 1,749 In addition, on March 9, 2016, the Company, with the consent of each of the Investors, agreed to amend the Notes. Pursuant to the Amended and Restated Senior Secured Notes (the “Amended Notes”) and the Indenture dated May 4, 2015, as supplemented by a First Supplemental Indenture dated May 4, 2015 and further supplemented by a Second Supplemental Indenture (the “Second Supplemental Indenture”) dated March 9, 2016: (i) the Amended Notes are no longer convertible into shares of the Company’s common stock and will be payable by the Company on the Maturity Date (as defined below) in cash only, (ii) the Maturity Date of the Amended Notes will extend to June 30, 2017 8 10 102 2,900 In addition, the Company agreed to reduce the exercise price of the warrants to purchase an aggregate of 537,500 10.00 3.00 50 On July 1, 2016, the Company repaid in full its Amended Notes that were due on June 30, 2017. As required by the terms of the Amended Notes, notice of repayment was delivered to the Investors on June 30, 2016. The Company repaid the Amended Notes in full, including a 15 2,011 Reverse Stock Split Unless otherwise noted, the information contained in these condensed consolidated financial statements gives effect to a one-for-ten reverse stock split of our common stock effected on November 27, 2015 (the “Reverse Stock Split”) on a retroactive basis for all periods presented. |
Accounting and Reporting Polici
Accounting and Reporting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Accounting and Reporting Policies | Note 2. Accounting and Reporting Policies The accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information, and should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2015. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company as required by Regulation S-X, Rule 10-01. Such adjustments are of a normal, recurring nature. The results of operations for the nine-month period ended September 30, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s valuation of intangible assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrants, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies. ASU No. 2015-03, Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs During the nine-month period ended September 30, 2016, the Company adopted guidance on a retrospective basis that requires debt issuance costs related to a recognized debt liability to be presented in the condensed consolidated balance sheets as a deduction from the carrying amount of such debt. As a result of this adoption, the Company reclassified $73 of debt issuance costs as of December 31, 2015 from other current assets to senior secured notes. ASU No. 2014-15, Presentation of Financial Statements (Topic 205): Going Concern During the nine-month period ended September 30, 2016, the Company adopted the standard that provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements. ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity During the nine-month period ended September 30, 2016, the Company adopted the standard that clarifies how current U.S. GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements. Certain balances have been reclassified to conform to presentation requirements, including to retroactively present the effect of the Reverse Stock Split. All references to the number of shares of common stock, price per share and weighted average shares of common stock have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all periods presented, unless otherwise noted. As a result of the adoption by the Company of ASU No. 2015-03 73 Intangible assets include purchased patents, which are recorded based on the cost to acquire them, as well as trade names, customer relationships and technology, which were acquired as part of the acquisition of International Development Group Limited (“IDG”) in the fourth quarter of 2015 and are recorded based on the estimated fair value in purchase price allocation. The intangible assets are amortized over their estimated useful lives, which are periodically evaluated for reasonableness. The Company’s intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In assessing the recoverability of the Company’s intangible assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its intangible assets. Deferred revenue includes (i) payments received from customers in advance of providing the product and (ii) amounts deferred if other conditions of revenue recognition have not been met. The Company accounts for funds raised from crowdfunding campaigns and pre-sales as deferred revenue. |
Net Loss per Share of Common St
Net Loss per Share of Common Stock | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Net Loss per Common Share | Note 3. Net Loss per Share of Common Stock Basic net loss per share is computed by dividing the net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted-average number of shares of common stock plus dilutive potential common stock considered outstanding during the period. However, as the Company generated net loss in all periods presented, some potentially dilutive securities, including certain warrants and stock options, were not reflected in diluted net loss per share because the impact of such instruments was anti-dilutive. Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Basic Numerator: Net loss attributable to shares of common stock $ (5,261) $ (11,871) $ (20,023) $ (27,356) Net loss attributable to shares of common stock $ (5,261) $ (11,871) $ (20,023) $ (27,356) Basic Denominator: Weighted average number of shares of common stock outstanding during the period 15,473,895 10,246,624 14,880,925 9,688,744 Basic common stock shares outstanding 15,473,895 10,246,624 14,880,925 9,688,744 Basic net loss per common stock share $ (0.34) $ (1.16) $ (1.35) $ (2.82) Diluted Numerator: Net loss attributable to shares of common stock $ (5,261) $ (11,871) $ (20,023) $ (27,356) Diluted net loss attributable to shares of common stock $ (5,261) $ (11,871) $ (20,023) $ (27,356) Diluted Denominator: Basic common stock shares outstanding 15,473,895 10,246,624 14,880,925 9,688,744 Diluted common stock shares outstanding 15,473,895 10,246,624 14,880,925 9,688,744 Diluted net loss per common stock share $ (0.34) $ (1.16) $ (1.35) $ (2.82) Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: Vested and unvested options outstanding to purchase an equal number of shares of common stock of the Company 1,492,434 871,484 1,492,434 871,484 Unvested RSUs to issue an equal number of shares of common stock of the Company 54,323 54,323 Warrants to purchase an equal number of shares of common stock of the Company 1,006,679 956,679 1,006,679 956,679 Conversion feature of senior secured notes 1,130,952 105,920 1,250,000 Total number of potentially dilutive instruments, excluded from the calculation of net loss per share 2,499,113 3,013,438 2,605,033 3,132,486 |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combination | Note 4. Business Combination On October 15, 2015, the Company acquired IDG. Pursuant to the Purchase Agreement, the Company acquired 100 70 As consideration for the acquisition, the Company issued an equivalent of 1,666,667 1,604,167 1,604,167 57,500 5,000 240,625 1,604,167 Purchase consideration value was determined based on the market value of the Company’s common stock at the date of the transactions, discounted for the fact that the shares are restricted as to their marketability for a period of six months from the issuance date. October 15, 2015 Acquisition: Fair Series B Preferred Stock $ 5,378 Debt assumed, settled in shares 193 Total share value issued $ 5,571 The purchase price for the acquisition was allocated to the net tangible and intangible assets based on their fair values as of the closing date. The excess of the purchase price over the net tangible assets and intangible assets was recorded as goodwill. Fair Value Assets: Cash and cash equivalents $ 144 Accounts receivable 245 Inventory 234 Prepaid expenses 18 Current Assets 641 Intangible assets 2,146 Goodwill 4,863 Total Assets 7,650 Liabilities: Accounts payable 464 Credit line 270 Accrued expenses 44 Other current liabilities 173 Deferred tax liabilities 866 Total liabilities 1,817 Non-controlling interest in FLI Charge 262 Total $ 5,571 The allocation of the purchase price was based upon a valuation and the Company's estimates and assumptions, which are subject to change within the measurement period (up to one year from the acquisition dates). The principal area of potential purchase price adjustments relate to the shares placed in escrow. In connection with the acquisition, the Company also entered into a Consulting Agreement with IDG’s former chief executive officer and director for a term of six months and payment of $ 9 50,000 5.00 114 On December 28, 2015, the Company acquired the remaining 30 110,000 262 FASB ASC 810 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5. Intangible Assets September 30, 2016 December 31, 2015 Gross Accumulated Net Gross Accumulated Net Weighted average Patents $ 28,213 $ (26,822) 1,391 $ 28,213 $ (13,782) $ 14,431 8.60 Customer relationships 1,163 (285) 878 1,163 (62) 1,101 3.91 Trade name 504 (99) 405 504 (21) 483 4.90 Technology 479 (81) 398 479 (18) 461 5.68 Additions: Software 243 243 3.00 Total intangible assets $ 30,602 $ (27,287) $ 3,315 $ 30,359 $ (13,883) $ 16,476 The Company recorded customer relationships, trade name and technology as part of the acquisition of Group Mobile and FLI Charge completed on October 15, 2015. Additionally, during 2016, the Company has capitalized costs for software related to the build-out of Group Mobile’s new website. Amortization has not been recorded for the software as it has not yet been placed into service. The patent assets consist of several major patent portfolios, which were acquired from third parties, as well as a number of internally-developed patents. The costs related to internally-developed patents are expensed as incurred. The Company’s intangible assets are amortized over their expected useful lives. During the three-month periods ended September 30, 2016 and 2015, the Company recorded amortization expense of $ 203 819 1,467 2,436 During the nine-month period ended September 30, 2016, the Company determined that there were impairment indicators related to certain of its patents. A significant factor considered when making this determination occurred on May 6, 2016, when “Vringo, Inc.” changed its name to “FORM Holdings Corp.” and concurrently announced its repositioning as a holding company of small and middle market growth companies. The Company concluded that this factor was deemed a “triggering” event, which required the related patent assets to be tested for impairment. In performing this impairment test, the Company determined that the patent portfolios, which together represent an asset group, were subject to impairment testing. In the first step of the impairment test, the Company utilized its projections of future undiscounted cash flows based on the Company’s existing plans for the patents. As a result, it was determined that the Company’s projections of future undiscounted cash flows were less than the carrying value of the asset group. Accordingly, the Company performed the second step of the impairment test to measure the impairment by calculating the asset group’s fair value as of May 6, 2016. As a result, following amortization for the month of April, the Company recorded an impairment charge of $ 11,937 88.7 1,526 Group Mobile $ 4,106 FLI Charge 757 Total Goodwill $ 4,863 |
General and administrative expe
General and administrative expenses | 9 Months Ended |
Sep. 30, 2016 | |
General and Administrative Expenses Disclosure [Abstract] | |
General and administrative expenses | Note 6. General and administrative expenses The Company’s general and administrative expenses grew significantly for both the three-month and nine-month periods ended September 30, 2016 as compared to the three-month and nine-month periods ended September 30, 2015. The increases were primarily due to two key factors: 1) merger and acquisition costs related to the Merger with XpresSpa and 2) general and administrative costs associated with Group Mobile and FLI Charge. During the three-month and nine-month periods ended September 30, 2016, the Company incurred $ 952 1,008 Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 General and administrative expenses Salaries, commissions, and benefits $ 1,041 $ 419 $ 2,722 $ 1,504 Stock-based compensation 426 936 1,256 3,560 Legal, merger and acquisition, and financing 1,053 76 1,436 247 Accounting and audit 99 150 387 446 Advertising and marketing 110 856 Product development 113 634 Insurance 121 191 516 496 Other general and administrative expenses 992 323 2,405 1,138 Total general and administrative expenses $ 3,955 $ 2,095 $ 10,212 $ 7,391 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Note 7. Segment Information The Company currently has three operating segments, Group Mobile, FLI Charge and intellectual property, which accumulate revenue and expenses. Additionally, the Company allocates certain expenses to its non-operating corporate segment. The corporate segment represents general and administrative expenses as well as net non-operating income (expense) that are not specific to any of FORM’s operating segments, but represent expenses incurred on behalf of the parent company, a holding company. Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Revenue Group Mobile $ 1,751 $ $ 5,478 $ FLI Charge 4 33 Intellectual property 1,350 11,000 150 Total revenue $ 3,105 $ $ 16,511 $ 150 Segment operating loss Group Mobile $ (565) $ $ (1,213) $ FLI Charge (414) (2,191) Intellectual property 113 (7,595) (8,167) (17,627) Corporate (2,911) (2,095) (6,527) (7,391) Total segment operating loss (3,777) (9,690) (18,098) (25,018) Corporate non-operating income (expense), net (1,484) (2,181) (1,925) (2,338) Net loss $ (5,261) $ (11,871) $ (20,023) $ (27,356) September 30, December 31, Assets Group Mobile $ 6,635 $ 6,228 FLI Charge 1,684 1,583 Intellectual property 2,485 17,528 Corporate 24,513 25,120 Total assets $ 35,317 $ 50,459 The corporate segment’s assets are mainly comprised of cash and cash equivalents. |
Senior Secured Notes
Senior Secured Notes | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Senior Secured Notes | Note 8. Senior Secured Notes As of December 31, 2015, total outstanding principal was $ 4,206 1,190 15 1,032,332 210 On March 9, 2016, the Company and the Investors entered into the Exchange Note Agreement. Pursuant to the Exchange Note Agreement, the Company issued to the Investors an aggregate of 703,644 1,267 49 3,016 1,749 In addition, on March 9, 2016, the Company, with the consent of each of the Investors, agreed to amend the Notes. Pursuant to the Amended Notes and the Indenture dated May 4, 2015, as supplemented by a First Supplemental Indenture dated May 4, 2015 and further supplemented by the Second Supplemental Indenture dated March 9, 2016: (i) the Amended Notes are no longer convertible into shares of the Company’s common stock and will be payable by the Company on the Maturity Date in cash only, (ii) the Maturity Date of the Amended Notes will extend to June 30, 2017 8 10 102 2,900 In addition, the Company agreed to reduce the exercise price of the May 2015 Warrants from $ 10.00 3.00 50 On July 1, 2016, the Company repaid in full its Amended Notes that were due on June 30, 2017. As required by the terms of the Amended Notes, notice of repayment was delivered to the Investors on June 30, 2016. The Company repaid the Amended Notes in full, including a 15 2,011 Book value as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73) $ 3,111 Debt repayments in January and February 2016 (1,190) Amortization of debt discount and debt issuance costs, included in interest expense 356 Book value of Notes before the Exchange Note Agreement on March 9, 2016 2,277 Fair value of the considerations provided to the Investors, including: Increase in fair value of May 2015 Warrants due to reduced exercise price 281 Repayment of Notes in shares of common stock 1,267 Repayment of $1,267 of Notes in shares of common stock at a discount to the market 183 Restructuring fee paid to the Investors 50 Total fair value of the considerations provided to the Investors 1,781 Book value of Amended Notes after the Exchange Note Agreement on March 9, 2016 496 Amortization of debt discount and debt issuance costs, included in interest expense 1,253 Early repayment fee of 15% of outstanding principal of $1,749 262 Repayment of Amended Notes in full on July 1, 2016 (2,011) Book value of Amended Notes as of September 30, 2016 $ |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 9. Fair Value Measurements Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable Balance assets (Level 1) inputs (Level 2) inputs (Level 3) September 30, 2016: May 2015 Warrants $ 601 $ $ $ 601 December 31, 2015: May 2015 Warrants $ 416 $ $ $ 416 Conversion feature $ 1 $ $ $ 1 The Company measures its derivative liabilities at fair value. The May 2015 Warrants were classified within Level 3 because they were valued using the Black-Scholes-Merton model, which utilizes significant inputs that are unobservable in the market. They are recorded as derivative warrant liabilities as they are freestanding instruments and there are several features within the warrants that may require the Company to cash settle or partially cash settle. In particular, the Company may have to cash settle, partially cash settle, or make cash payments to the Investors including cash settlement upon exercise when insufficient shares are authorized to be issued, and that the Company is obligated to issue registered shares when the warrants are exercised. The derivative warrant liabilities are initially measured at fair value and marked to market at each balance sheet date. In addition to the above, the Company’s financial instruments as of September 30, 2016 and December 31, 2015 consisted of cash, cash equivalents, receivables, accounts payable, deposits and Notes. The carrying amounts of all the aforementioned financial instruments approximate fair value because of the short-term maturities of these instruments. May 2015 Conversion December 31, 2015 $ 416 $ 1 Decrease in fair value of the warrants and conversion feature (96) (1) Increase in fair value as a result of debt modification 281 September 30, 2016 $ 601 $ Valuation processes for Level 3 Fair Value Measurements September 30, 2016: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes-Merton Volatility 60.78 % Risk-free interest rate 1.04 % Expected term, in years 3.59 Dividend yield 0.00 % Description Valuation technique Unobservable inputs Range Conversion feature Monte-Carlo model Volatility 82.46 % Risk free interest rate 0.46 % Expected term, in years 0.51 Conversion price $ 10.00 May 2015 Warrants Black-Scholes-Merton Volatility 79.13 % Risk free interest rate 1.68 % Expected term, in years 4.34 Dividend yield 0.00 % Sensitivity of Level 3 measurements to changes in significant unobservable inputs The inputs to estimate the fair value of the Company’s derivative warrant liabilities and conversion feature were the current market price of the Company’s common stock, the exercise price of the warrants and conversion feature, their remaining expected term, the volatility of the Company’s common stock price and the risk-free interest rate over the expected term. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement. Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the warrants and conversion feature would each result in a directionally similar change in the estimated fair value of the Company’s warrants. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate or a decrease in the differential between the warrants’ and conversion feature’s exercise prices and the market price of the Company’s shares of common stock would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock, and as such, there is no change in the estimated fair value of the warrants and conversion feature due to the dividend assumption. The following table presents the placement in the fair value hierarchy of intangible assets measured at fair value on a non-recurring basis as of September 30, 2016 due to impairment. There was no impairment of intangible assets for the period ended December 31, 2015 and, as such, no fair value measurement was performed: Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable Balance assets (Level 1) inputs (Level 2) inputs (Level 3) September 30, 2016: Patents $ 1,391 $ $ $ 1,391 During the nine-month period ended September 30, 2016, the Company recorded a noncash impairment charge of $ 11,937 1,526 1,391 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 10. Warrants No. of warrants Weighted average Exercise December 31, 2015 1,006,679 $ 12.92 $5.00 - $17.60 Granted Exercised Expired September 30, 2016 1,006,679 $ 9.18 $3.00 - $17.60 On March 9, 2016, the Company modified the exercise price of the May 2015 Warrants, which are recorded as derivative warrant liabilities, from $ 10.00 3.00 No. outstanding Exercise price Remaining Expiration Date Series 1 Warrants 149,025 $ 17.60 0.80 years July 19, 2017 Series 2 Warrants 194,352 $ 17.60 0.80 years July 19, 2017 Reload Warrants 75,802 $ 17.60 0.35 years February 6, 2017 October 2015 Warrants 50,000 $ 5.00 4.54 years April 15, 2021 Outstanding as of September 30, 2016 469,179 The Company’s outstanding derivative warrants as of September 30, 2016 consist of the following: No. outstanding Exercise price Remaining Expiration Date May 2015 Warrants 537,500 $ 3.00 3.59 years May 4, 2020 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Share-based Compensation [Abstract] | |
Stock-based Compensation | Note 11. Stock-based Compensation The Company has a stock-based compensation plan available to grant stock options and RSUs to the Company’s directors, employees and consultants. Under the 2012 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), a maximum of 1,560,000 2,100,000 302,510 485 1,066 1,447 4,191 The following table illustrates the stock options granted during the nine-month period ended September 30, 2016. Title Grant date No. of Exercise Fair market value at Vesting terms Assumptions used in Directors, management and employees April June 2016 730,000 $1.55 - $1.92 $0.82 - $1.04 Over 1 year for directors; Over 3 years for management and employees Volatility: 58.92% - 59.75% In addition to the stock options listed in the table above, on April 4, 2016, the Company's Board of Directors authorized another 2,260,000 The following table illustrates the RSUs granted during the nine-month period ended September 30, 2016. Title Grant date No. of RSUs Exercise price Fair market Vesting term Consultant March 9, 2016 10,000 $ 2.13 0.33 years The activity related to stock options and RSUs during the nine-month period ended September 30, 2016 consisted of the following: RSUs Options No. of Weighted average No. of Weighted average Exercise price Weighted average Outstanding at January 1, 2016 53,280 $ 36.31 871,484 $ 30.65 $ 5.10 - 55.00 $ 20.49 Granted 10,000 $ 2.13 730,000 $ 1.66 $ 1.55 - 1.92 $ 0.89 Vested/Exercised (63,280) $ 30.91 Forfeited (100,050) $ 27.88 $ 5.90 41.00 $ 17.04 Expired (9,000) $ 55.00 $ 55.00 $ 26.20 Outstanding at September 30, 2016 $ 1,492,434 $ 16.51 $ 1.55 55.00 $ 11.08 Exercisable at September 30, 2016 995,767 $ 23.65 $ 1.55 55.00 The Company did not recognize tax benefits related to its stock-based compensation as there is a full valuation allowance recorded for deferred tax assets. |
Related Parties Transactions
Related Parties Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties Transactions | Note 12. Related Parties Transactions The Company engaged various third parties to perform valuations, legal, financial and tax due diligence associated with the XpresSpa Merger and other merger and acquisition projects. Among the service providers, the Company engaged RedRidge Lender Services LLC (“RedRidge”) to perform financial due diligence. The audit committee of the Company’s CEO and certain members of his family own a minority equity position in RedRidge, which may be considered a related party. The audit committee of the Company’s Board of Directors reviewed and approved the engagement of RedRidge. The fee for the XpresSpa engagement was $ 101 60 10 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes As of September 30, 2016, deferred tax assets generated from the Company’s U.S. activities were fully offset by a valuation allowance because realization depends on generating future taxable income, which, in the Company’s estimation, is not more likely than not to be generated before such net operating loss carryforwards expire. The Company did not have any material unrecognized tax benefits as of September 30, 2016. The Company does not expect to record any additional material provisions for unrecognized tax benefits within the next year. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies FLI Charge FLI Charge launched its consumer product line on Indiegogo, a crowdfunding platform, on June 15, 2016; the campaign was completed on August 15, 2016. The Company accounts for 224 Litigation and legal proceedings ZTE On December 7, 2015, the Company entered into a confidential settlement and license agreement (the “Settlement Agreement”) with ZTE Corporation and its affiliates (collectively, “ZTE”), pursuant to which the parties withdrew all pending litigations and proceedings against each other and the Company granted ZTE a non-exclusive, non-transferable, worldwide perpetual license to certain patents and patent applications owned by the Company. In several jurisdictions, though ZTE requested that government organizations close proceedings against FORM, those organizations make such determinations on their own volition. In China, ZTE requested that the National Developmental and Reform Commission (“NDRC”) conclude its investigation against FORM; however, it is not clear whether the NDRC has closed its investigation. In addition, in China and the Netherlands, FORM continues to appeal patent invalidity rulings issued in connection with proceedings originally brought by ZTE. In each instance, ZTE has indicated that it will not oppose FORM’s appeals, though FORM must still plead its case before the respective adjudicatory body in each jurisdiction. No liability is expected or recorded for the ZTE-related legal proceedings. All deposits that had been posted with the courts in connection with our litigation with ZTE have been returned. ASUS In March 2016, the Company and ASUSTeK Computer Inc. and its subsidiaries (collectively, “ASUS”) settled their disputes and ended all litigations between them. The Company and Google, Inc. (“Google”), who intervened as a party in the Company’s litigation against ASUS in India, have agreed to withdraw their respective outstanding claims against one another. The Company and Google are currently in the process of finalizing such withdrawals, and each party will cover its own costs. Other The Company is currently in discussions with the previous owner of some of its patents regarding whether the entirety of the payment received from ZTE in December 2015 is subject to the royalty rate under the Confidential Patent Purchase Agreement dated August 9, 2012. The Company is also engaged in other litigation, for which no liability is recorded, as the Company does not expect any material negative outcome. Leases The Company leases office space in New York, NY for its corporate headquarters. Minimum annual lease payments are approximately $ 403 72 109 327 91 274 |
Accounting and Reporting Poli21
Accounting and Reporting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | (a) Basis of presentation and principles of consolidation The accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information, and should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2015. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company as required by Regulation S-X, Rule 10-01. Such adjustments are of a normal, recurring nature. The results of operations for the nine-month period ended September 30, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | (b) Use of estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s valuation of intangible assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrants, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies. |
New Accounting Pronouncements | (c) Accounting guidance adopted in 2016 ASU No. 2015-03, Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs During the nine-month period ended September 30, 2016, the Company adopted guidance on a retrospective basis that requires debt issuance costs related to a recognized debt liability to be presented in the condensed consolidated balance sheets as a deduction from the carrying amount of such debt. As a result of this adoption, the Company reclassified $73 of debt issuance costs as of December 31, 2015 from other current assets to senior secured notes. ASU No. 2014-15, Presentation of Financial Statements (Topic 205): Going Concern During the nine-month period ended September 30, 2016, the Company adopted the standard that provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements. ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity During the nine-month period ended September 30, 2016, the Company adopted the standard that clarifies how current U.S. GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements. |
Reclassification | (d) Reclassification Certain balances have been reclassified to conform to presentation requirements, including to retroactively present the effect of the Reverse Stock Split. All references to the number of shares of common stock, price per share and weighted average shares of common stock have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all periods presented, unless otherwise noted. As a result of the adoption by the Company of ASU No. 2015-03 73 |
Intangible assets | (e) Intangible assets Intangible assets include purchased patents, which are recorded based on the cost to acquire them, as well as trade names, customer relationships and technology, which were acquired as part of the acquisition of International Development Group Limited (“IDG”) in the fourth quarter of 2015 and are recorded based on the estimated fair value in purchase price allocation. The intangible assets are amortized over their estimated useful lives, which are periodically evaluated for reasonableness. The Company’s intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In assessing the recoverability of the Company’s intangible assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its intangible assets. |
Deferred revenue | (f) Deferred revenue Deferred revenue includes (i) payments received from customers in advance of providing the product and (ii) amounts deferred if other conditions of revenue recognition have not been met. The Company accounts for funds raised from crowdfunding campaigns and pre-sales as deferred revenue. |
Net Loss per Share of Common 22
Net Loss per Share of Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Computation of Net Loss per Common Share | Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Basic Numerator: Net loss attributable to shares of common stock $ (5,261) $ (11,871) $ (20,023) $ (27,356) Net loss attributable to shares of common stock $ (5,261) $ (11,871) $ (20,023) $ (27,356) Basic Denominator: Weighted average number of shares of common stock outstanding during the period 15,473,895 10,246,624 14,880,925 9,688,744 Basic common stock shares outstanding 15,473,895 10,246,624 14,880,925 9,688,744 Basic net loss per common stock share $ (0.34) $ (1.16) $ (1.35) $ (2.82) Diluted Numerator: Net loss attributable to shares of common stock $ (5,261) $ (11,871) $ (20,023) $ (27,356) Diluted net loss attributable to shares of common stock $ (5,261) $ (11,871) $ (20,023) $ (27,356) Diluted Denominator: Basic common stock shares outstanding 15,473,895 10,246,624 14,880,925 9,688,744 Diluted common stock shares outstanding 15,473,895 10,246,624 14,880,925 9,688,744 Diluted net loss per common stock share $ (0.34) $ (1.16) $ (1.35) $ (2.82) Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: Vested and unvested options outstanding to purchase an equal number of shares of common stock of the Company 1,492,434 871,484 1,492,434 871,484 Unvested RSUs to issue an equal number of shares of common stock of the Company 54,323 54,323 Warrants to purchase an equal number of shares of common stock of the Company 1,006,679 956,679 1,006,679 956,679 Conversion feature of senior secured notes 1,130,952 105,920 1,250,000 Total number of potentially dilutive instruments, excluded from the calculation of net loss per share 2,499,113 3,013,438 2,605,033 3,132,486 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The transaction has been accounted for as a business combination. Assets acquired and liabilities assumed were recorded at their fair values at the closing date. The purchase price consideration was as follows: October 15, 2015 Acquisition: Fair Series B Preferred Stock $ 5,378 Debt assumed, settled in shares 193 Total share value issued $ 5,571 |
Components of Recognized Identified Assets Acquired and Liabilities Assumed | Fair Value Assets: Cash and cash equivalents $ 144 Accounts receivable 245 Inventory 234 Prepaid expenses 18 Current Assets 641 Intangible assets 2,146 Goodwill 4,863 Total Assets 7,650 Liabilities: Accounts payable 464 Credit line 270 Accrued expenses 44 Other current liabilities 173 Deferred tax liabilities 866 Total liabilities 1,817 Non-controlling interest in FLI Charge 262 Total $ 5,571 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Finite-Lived Intangible Assets | The following table provides information regarding the Company’s intangible assets, which consist of the following: September 30, 2016 December 31, 2015 Gross Accumulated Net Gross Accumulated Net Weighted average Patents $ 28,213 $ (26,822) 1,391 $ 28,213 $ (13,782) $ 14,431 8.60 Customer relationships 1,163 (285) 878 1,163 (62) 1,101 3.91 Trade name 504 (99) 405 504 (21) 483 4.90 Technology 479 (81) 398 479 (18) 461 5.68 Additions: Software 243 243 3.00 Total intangible assets $ 30,602 $ (27,287) $ 3,315 $ 30,359 $ (13,883) $ 16,476 |
Schedule of Goodwill | The following table provides information regarding the Company’s goodwill, which relates to the purchase of IDG completed on October 15, 2015. There were no indicators of impairment of goodwill as of September 30, 2016. Group Mobile $ 4,106 FLI Charge 757 Total Goodwill $ 4,863 |
General and administrative ex25
General and administrative expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
General and Administrative Expenses Disclosure [Abstract] | |
Schedule of general and administrative expenses | The following table shows the breakout of key categories of general and administrative expenses for the three and nine months ended September 30, 2016 as compared to the three and nine months ended September 30, 2015. Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 General and administrative expenses Salaries, commissions, and benefits $ 1,041 $ 419 $ 2,722 $ 1,504 Stock-based compensation 426 936 1,256 3,560 Legal, merger and acquisition, and financing 1,053 76 1,436 247 Accounting and audit 99 150 387 446 Advertising and marketing 110 856 Product development 113 634 Insurance 121 191 516 496 Other general and administrative expenses 992 323 2,405 1,138 Total general and administrative expenses $ 3,955 $ 2,095 $ 10,212 $ 7,391 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Revenue Group Mobile $ 1,751 $ $ 5,478 $ FLI Charge 4 33 Intellectual property 1,350 11,000 150 Total revenue $ 3,105 $ $ 16,511 $ 150 Segment operating loss Group Mobile $ (565) $ $ (1,213) $ FLI Charge (414) (2,191) Intellectual property 113 (7,595) (8,167) (17,627) Corporate (2,911) (2,095) (6,527) (7,391) Total segment operating loss (3,777) (9,690) (18,098) (25,018) Corporate non-operating income (expense), net (1,484) (2,181) (1,925) (2,338) Net loss $ (5,261) $ (11,871) $ (20,023) $ (27,356) September 30, December 31, Assets Group Mobile $ 6,635 $ 6,228 FLI Charge 1,684 1,583 Intellectual property 2,485 17,528 Corporate 24,513 25,120 Total assets $ 35,317 $ 50,459 |
Senior Secured Notes (Tables)
Senior Secured Notes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The table below summarizes changes in the book value of the Notes from December 31, 2015 to September 30, 2016: Book value as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73) $ 3,111 Debt repayments in January and February 2016 (1,190) Amortization of debt discount and debt issuance costs, included in interest expense 356 Book value of Notes before the Exchange Note Agreement on March 9, 2016 2,277 Fair value of the considerations provided to the Investors, including: Increase in fair value of May 2015 Warrants due to reduced exercise price 281 Repayment of Notes in shares of common stock 1,267 Repayment of $1,267 of Notes in shares of common stock at a discount to the market 183 Restructuring fee paid to the Investors 50 Total fair value of the considerations provided to the Investors 1,781 Book value of Amended Notes after the Exchange Note Agreement on March 9, 2016 496 Amortization of debt discount and debt issuance costs, included in interest expense 1,253 Early repayment fee of 15% of outstanding principal of $1,749 262 Repayment of Amended Notes in full on July 1, 2016 (2,011) Book value of Amended Notes as of September 30, 2016 $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the placement in the fair value hierarchy of liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015: Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable Balance assets (Level 1) inputs (Level 2) inputs (Level 3) September 30, 2016: May 2015 Warrants $ 601 $ $ $ 601 December 31, 2015: May 2015 Warrants $ 416 $ $ $ 416 Conversion feature $ 1 $ $ $ 1 |
Changes in Liabilities Measured at Fair Value Using Significant Unobservable Inputs | The following table summarizes the changes in the Company’s liabilities measured at fair value using significant unobservable inputs (Level 3) during the nine-month period ended September 30, 2016: May 2015 Conversion December 31, 2015 $ 416 $ 1 Decrease in fair value of the warrants and conversion feature (96) (1) Increase in fair value as a result of debt modification 281 September 30, 2016 $ 601 $ |
Fair Value Measurements Based Upon Sensitivity and Nature of Inputs | Fair value measurement of the derivative warrant liabilities falls within Level 3 of the fair value hierarchy. The fair value measurements are evaluated by management to ensure that changes are consistent with expectations of management based upon the sensitivity and nature of the inputs. September 30, 2016: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes-Merton Volatility 60.78 % Risk-free interest rate 1.04 % Expected term, in years 3.59 Dividend yield 0.00 % December 31, 2015: Description Valuation technique Unobservable inputs Range Conversion feature Monte-Carlo model Volatility 82.46 % Risk free interest rate 0.46 % Expected term, in years 0.51 Conversion price $ 10.00 May 2015 Warrants Black-Scholes-Merton Volatility 79.13 % Risk free interest rate 1.68 % Expected term, in years 4.34 Dividend yield 0.00 % |
Fair Value Measurements, Nonrecurring | The following table presents the placement in the fair value hierarchy of intangible assets measured at fair value on a non-recurring basis as of September 30, 2016 due to impairment. There was no impairment of intangible assets for the period ended December 31, 2015 and, as such, no fair value measurement was performed: Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable Balance assets (Level 1) inputs (Level 2) inputs (Level 3) September 30, 2016: Patents $ 1,391 $ $ $ 1,391 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule Of Changes In Warrants Activity | The following table summarizes information about warrant activity during the nine-month period ended September 30, 2016: No. of warrants Weighted average Exercise December 31, 2015 1,006,679 $ 12.92 $5.00 - $17.60 Granted Exercised Expired September 30, 2016 1,006,679 $ 9.18 $3.00 - $17.60 |
Schedule Of Warrants Outstanding | Certain of the Company’s outstanding warrants are classified as equity warrants and certain are classified as derivative warrant liabilities. The Company’s outstanding equity warrants as of September 30, 2016 consist of the following: No. outstanding Exercise price Remaining Expiration Date Series 1 Warrants 149,025 $ 17.60 0.80 years July 19, 2017 Series 2 Warrants 194,352 $ 17.60 0.80 years July 19, 2017 Reload Warrants 75,802 $ 17.60 0.35 years February 6, 2017 October 2015 Warrants 50,000 $ 5.00 4.54 years April 15, 2021 Outstanding as of September 30, 2016 469,179 The Company’s outstanding derivative warrants as of September 30, 2016 consist of the following: No. outstanding Exercise price Remaining Expiration Date May 2015 Warrants 537,500 $ 3.00 3.59 years May 4, 2020 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |
Stock Options and Restricted Stock Units Activity | The activity related to stock options and RSUs during the nine-month period ended September 30, 2016 consisted of the following: RSUs Options No. of Weighted average No. of Weighted average Exercise price Weighted average Outstanding at January 1, 2016 53,280 $ 36.31 871,484 $ 30.65 $ 5.10 - 55.00 $ 20.49 Granted 10,000 $ 2.13 730,000 $ 1.66 $ 1.55 - 1.92 $ 0.89 Vested/Exercised (63,280) $ 30.91 Forfeited (100,050) $ 27.88 $ 5.90 41.00 $ 17.04 Expired (9,000) $ 55.00 $ 55.00 $ 26.20 Outstanding at September 30, 2016 $ 1,492,434 $ 16.51 $ 1.55 55.00 $ 11.08 Exercisable at September 30, 2016 995,767 $ 23.65 $ 1.55 55.00 |
Directors and Employees [Member] | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |
Schedule of Options Granted | The following table illustrates the stock options granted during the nine-month period ended September 30, 2016. Title Grant date No. of Exercise Fair market value at Vesting terms Assumptions used in Directors, management and employees April June 2016 730,000 $1.55 - $1.92 $0.82 - $1.04 Over 1 year for directors; Over 3 years for management and employees Volatility: 58.92% - 59.75% |
Consultant [Member] | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | |
Schedule of Options Granted | The following table illustrates the RSUs granted during the nine-month period ended September 30, 2016. Title Grant date No. of RSUs Exercise price Fair market Vesting term Consultant March 9, 2016 10,000 $ 2.13 0.33 years |
General (Additional Information
General (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 08, 2016 | May 06, 2016 | Mar. 09, 2016 | Jul. 31, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Aug. 15, 2016 | Mar. 18, 2016 | Dec. 31, 2015 | Feb. 18, 2014 |
Common Stock, Par Or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Debt Instrument, Face Amount | $ 1,749 | |||||||||||
Repayments of Debt | $ 2,011 | $ 1,190 | 2,011 | |||||||||
New Conversion Price of Warrants | $ 3 | |||||||||||
Old Conversion Price of Warrants | $ 10 | |||||||||||
Additional Payment Percentage On Early Repayment | 15.00% | |||||||||||
Deferred Revenue, Current | 453 | $ 175 | ||||||||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 11,937 | 11,937 | $ 0 | |||||||||
Finite-Lived Intangible Assets, Net | $ 1,526 | $ 3,315 | $ 16,476 | |||||||||
Rights [Member] | ||||||||||||
Equity Method Investment, Ownership Percentage | 4.99% | |||||||||||
Additional Common Stock [Member] | Rights [Member] | ||||||||||||
Equity Method Investment, Ownership Percentage | 0.50% | |||||||||||
Share Price | $ 9.50 | |||||||||||
Former Unitholders [Member] | ||||||||||||
Common Stock Owned Percentage | 18.00% | |||||||||||
Common Stock Owned Percentage On Diluted Basis | 33.00% | |||||||||||
Infomedia [Member] | ||||||||||||
Cost Method Investment Ownership Percentage | 8.25% | |||||||||||
fliCharge International Ltd [Member] | ||||||||||||
Deferred Revenue, Current | $ 224 | |||||||||||
FHXMS, LLC [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 3,958,336 | |||||||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 4.32 | |||||||||||
Preferred Stock,Conversion Price Per Share | $ 6 | |||||||||||
Convertible Preferred Stock, Terms of Conversion | The Company has the right, but not the obligation, upon ten trading days notice to convert the outstanding shares of FORM Preferred Stock into FORM Common Stock at the then applicable conversion ratio, at any time or from time to time, if the volume weighted average price per share of the FORM Common Stock exceeds $9.00 for over any 20 days in a 30 consecutive trading day period. | |||||||||||
FHXMS, LLC [Member] | Series D Preferred Stock [Member] | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 494,792 | |||||||||||
Preferred Stock, Par Or Stated Value Per Share | $ 0.01 | |||||||||||
Preferred Stock, Liquidation Preference, Value | $ 23,750 | |||||||||||
FHXMS, LLC [Member] | Series C Preferred Stock [Member] | ||||||||||||
Preferred Stock, Dividend Rate, Percentage | 12.00% | |||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,733,826 | |||||||||||
Sale of Stock, Price Per Share | $ 1 | |||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,734 | |||||||||||
FHXMS, LLC [Member] | Common Stock [Member] | ||||||||||||
Common Stock, Par Or Stated Value Per Share | $ 0.01 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,500,000 | |||||||||||
FHXMS, LLC [Member] | Current Stockholders [Member] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 750,574 | |||||||||||
Shares Issued, Price Per Share | $ 2.31 | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 1,734 | |||||||||||
Common Stock Owned Percentage | 82.00% | |||||||||||
Common Stock Owned Percentage On Diluted Basis | 67.00% | |||||||||||
Warrant [Member] | ||||||||||||
Class of Warrant or Right, Outstanding | 537,500 | |||||||||||
Payments for Restructuring | $ 50 | |||||||||||
New Conversion Price of Warrants | $ 3 | |||||||||||
Old Conversion Price of Warrants | 10 | |||||||||||
Senior Secured Convertible Notes Payable [Member] | ||||||||||||
Common Stock, Par Or Stated Value Per Share | $ 0.01 | |||||||||||
Debt Instrument, Face Amount | $ 12,500 | |||||||||||
Debt Instrument, Maturity Date, Description | June 30, 2017 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 703,644 | |||||||||||
Unregistered Common Stock Issued For Forgiveness Of Debt | $ 1,267 | |||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 102.00% | |||||||||||
Long Term Debt Covenant, Minimum Cash Balance | 2,900 | |||||||||||
Interest Payable | $ 49 | |||||||||||
Senior Secured Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||
Convertible Notes Payable | $ 1,749 | |||||||||||
Senior Secured Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Convertible Notes Payable | $ 3,016 |
Accounting and Reporting Poli32
Accounting and Reporting Policies (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Nov. 27, 2015 | Dec. 31, 2015 | |
Stockholders' Equity Note, Stock Split | On November 27, 2015, the Company implemented the Reverse Stock Split, which became effective at the opening of trading on the NASDAQ on that date. As of November 27, 2015, every 10 shares of the Companys issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Companys stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.01 and the Companys authorized shares. | |
Other Current Assets [Member] | Accounting Standards Update 2015-03 [Member] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 73 |
Net Loss per Share of Common 33
Net Loss per Share of Common Stock (Computation of basic and diluted net losses per common share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share Disclosure [Line Items] | ||||
Net loss attributable to shares of common stock | $ (5,261) | $ (11,871) | $ (20,023) | $ (27,356) |
Basic common stock shares outstanding | 15,473,895 | 10,246,624 | 14,880,925 | 9,688,744 |
Basic net loss per common stock share | $ (0.34) | $ (1.16) | $ (1.35) | $ (2.82) |
Diluted common stock shares outstanding | 15,473,895 | 10,246,624 | 14,880,925 | 9,688,744 |
Diluted net loss per common stock share | $ (0.34) | $ (1.16) | $ (1.35) | $ (2.82) |
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | ||||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 2,499,113 | 3,013,438 | 2,605,033 | 3,132,486 |
Basic Numerator [Member] | ||||
Earnings Per Share Disclosure [Line Items] | ||||
Net loss attributable to shares of common stock | $ (5,261) | $ (11,871) | $ (20,023) | $ (27,356) |
Basic Denominator [Member] | ||||
Earnings Per Share Disclosure [Line Items] | ||||
Weighted average number of shares of common stock outstanding during the period | 15,473,895 | 10,246,624 | 14,880,925 | 9,688,744 |
Basic common stock shares outstanding | 15,473,895 | 10,246,624 | 14,880,925 | 9,688,744 |
Basic net loss per common stock share | $ (0.34) | $ (1.16) | $ (1.35) | $ (2.82) |
Diluted Numerator [Member] | ||||
Earnings Per Share Disclosure [Line Items] | ||||
Net loss attributable to shares of common stock | $ (5,261) | $ (11,871) | $ (20,023) | $ (27,356) |
Diluted net loss attributable to shares of common stock | $ (5,261) | $ (11,871) | $ (20,023) | $ (27,356) |
Diluted Denominator [Member] | ||||
Earnings Per Share Disclosure [Line Items] | ||||
Basic common stock shares outstanding | 15,473,895 | 10,246,624 | 14,880,925 | 9,688,744 |
Diluted common stock shares outstanding | 15,473,895 | 10,246,624 | 14,880,925 | 9,688,744 |
Diluted net loss per common stock share | $ (0.34) | $ (1.16) | $ (1.35) | $ (2.82) |
Both vested and unvested options to purchase an equal number of shares of common stock of the Company | ||||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | ||||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 1,492,434 | 871,484 | 1,492,434 | 871,484 |
Unvested Restricted Stock Units (“RSU”) [Member] | ||||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | ||||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 0 | 54,323 | 0 | 54,323 |
Warrants to purchase an equal number of shares of common stock of the Company [Member] | ||||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | ||||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 1,006,679 | 956,679 | 1,006,679 | 956,679 |
Conversion feature of Senior Secured Notes [Member] | ||||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | ||||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 0 | 1,130,952 | 105,920 | 1,250,000 |
Business Combination (Additiona
Business Combination (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 15, 2015 | Dec. 28, 2015 | Sep. 30, 2016 | Nov. 27, 2015 |
Finder [Member] | ||||
Business Combination [Line Items] | ||||
Aggregate of shares of common stock purchased by warrant | 50,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |||
Former Chief Executive Officer and Director [Member] | ||||
Business Combination [Line Items] | ||||
Officers' Compensation | $ 9 | |||
Common Stock [Member] | ||||
Business Combination [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,604,167 | |||
Preferred Stock, Shares Authorized | 5,000 | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,604,167 | |||
Warrant [Member] | ||||
Business Combination [Line Items] | ||||
Fair Value Adjustment of Warrants | $ 114 | |||
Unregistered Common Stock [Member] | ||||
Business Combination [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 57,500 | 110,000 | ||
Payments to Acquire Businesses, Gross | $ 262 | |||
fliCharge International Ltd [Member] | ||||
Business Combination [Line Items] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% | |||
Equity Method Investment, Ownership Percentage | 30.00% | |||
International Development Group Limited [Member] | ||||
Business Combination [Line Items] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,666,667 | |||
Series B Preferred Stock [Member] | ||||
Business Combination [Line Items] | ||||
Shares Held In Escrow | 240,625 | |||
Series A Preferred Stock [Member] | ||||
Business Combination [Line Items] | ||||
Preferred Stock, Shares Issued | 1,604,167 |
Business Combination (Purchase
Business Combination (Purchase Price Consideration) (Details) $ in Thousands | Oct. 15, 2015USD ($) |
October 15, 2015 Acquisition: | |
Series B Preferred Stock | $ 5,378 |
Debt assumed, settled in shares | 193 |
Total share value issued | $ 5,571 |
Business Combination (Purchas36
Business Combination (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Oct. 15, 2015 |
Assets: | |||
Cash and cash equivalents | $ 144 | ||
Accounts receivable | 245 | ||
Inventory | 234 | ||
Prepaid expenses | 18 | ||
Current Assets | 641 | ||
Intangible assets | 2,146 | ||
Goodwill | $ 4,863 | $ 4,863 | 4,863 |
Total Assets | 7,650 | ||
Liabilities: | |||
Accounts payable | 464 | ||
Credit line | 270 | ||
Accrued expenses | 44 | ||
Other current liabilities | 173 | ||
Deferred tax liabilities | 866 | ||
Total liabilities | 1,817 | ||
Non-controlling interest in FLI Charge | 262 | ||
Total | $ 5,571 |
Intangible Assets (Additional I
Intangible Assets (Additional Information) (Details) - USD ($) $ in Thousands | May 06, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of Intangible Assets | $ 203 | $ 819 | $ 1,467 | $ 2,436 | ||
Impairment of Intangible Assets (Excluding Goodwill) | $ 11,937 | $ 11,937 | $ 0 | |||
Carrying Value Percentage Of Patents | 88.70% | 88.70% | ||||
Finite-Lived Intangible Assets, Net | $ 1,526 | $ 3,315 | $ 3,315 | $ 16,476 |
Intangible Assets (Schedule of
Intangible Assets (Schedule of Finite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | May 06, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 30,602 | $ 30,359 | |
Accumulated Amortization and Impairment | (27,287) | (13,883) | |
Finite-Lived Intangible Assets, Net | 3,315 | $ 1,526 | 16,476 |
Technology Sector [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 479 | 479 | |
Accumulated Amortization and Impairment | (81) | (18) | |
Finite-Lived Intangible Assets, Net | $ 398 | 461 | |
Weighted average amortization period (years) | 5 years 8 months 5 days | ||
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 28,213 | 28,213 | |
Accumulated Amortization and Impairment | (26,822) | (13,782) | |
Finite-Lived Intangible Assets, Net | $ 1,391 | 14,431 | |
Weighted average amortization period (years) | 8 years 7 months 6 days | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,163 | 1,163 | |
Accumulated Amortization and Impairment | (285) | (62) | |
Finite-Lived Intangible Assets, Net | $ 878 | 1,101 | |
Weighted average amortization period (years) | 3 years 10 months 28 days | ||
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 504 | 504 | |
Accumulated Amortization and Impairment | (99) | (21) | |
Finite-Lived Intangible Assets, Net | $ 405 | 483 | |
Weighted average amortization period (years) | 4 years 10 months 24 days | ||
Computer Software, Intangible Asset [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 243 | 0 | |
Accumulated Amortization and Impairment | 0 | 0 | |
Finite-Lived Intangible Assets, Net | $ 243 | $ 0 | |
Weighted average amortization period (years) | 3 years |
Intangible Assets (Company's In
Intangible Assets (Company's Information) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Oct. 15, 2015 |
Goodwill | $ 4,863 | $ 4,863 | $ 4,863 |
FLI Charge goodwill [Member] | |||
Goodwill | 757 | ||
Group Mobile goodwill [Member] | |||
Goodwill | $ 4,106 |
General and administrative ex40
General and administrative expenses (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
XpresSpa Holdings, LLC [Member] | Selling, General and Administrative Expenses [Member] | ||
Business Combination, Acquisition Related Costs | $ 952 | $ 1,008 |
General and administrative ex41
General and administrative expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
General and administrative expenses | |||||
Salaries, commissions, and benefits | $ 1,041 | $ 419 | $ 2,722 | $ 1,504 | |
Stock-based compensation | 426 | 936 | 1,256 | 3,560 | |
Legal, merger and acquisition, and financing | 1,053 | 76 | 1,436 | 247 | |
Accounting and audit | 99 | 150 | 387 | 446 | |
Advertising and marketing | 110 | 0 | 856 | 0 | |
Product development | 113 | 0 | 634 | 0 | |
Insurance | 121 | 191 | 516 | 496 | |
Other general and administrative expenses | 992 | 323 | 2,405 | 1,138 | |
Total general and administrative expenses | [1] | $ 3,955 | $ 2,095 | $ 10,212 | $ 7,391 |
[1] | [1] Includes stock-based compensation expense, as follows: Operating legal costs General and administrative |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Revenue | |||||
Revenues | $ 3,105 | $ 0 | $ 16,511 | $ 150 | |
Segment operating loss: | |||||
Operating Loss | (3,777) | (9,690) | (18,098) | (25,018) | |
Unallocated expenses, net: | |||||
Corporate non-operating income (expense), net | (1,484) | (2,181) | (1,925) | (2,338) | |
Net loss | (5,261) | (11,871) | (20,023) | (27,356) | |
Assets: | |||||
Assets | 35,317 | 35,317 | $ 50,459 | ||
Corporate Segment [Member] | |||||
Segment operating loss: | |||||
Operating Loss | (2,911) | (2,095) | (6,527) | (7,391) | |
Assets: | |||||
Assets | 24,513 | 24,513 | 25,120 | ||
Intellectual Property [Member] | |||||
Revenue | |||||
Revenues | 1,350 | 0 | 11,000 | 150 | |
Segment operating loss: | |||||
Operating Loss | 113 | (7,595) | (8,167) | (17,627) | |
Assets: | |||||
Assets | 2,485 | 2,485 | 17,528 | ||
FLI Charge International Ltd [Member] | |||||
Revenue | |||||
Revenues | 4 | 0 | 33 | 0 | |
Segment operating loss: | |||||
Operating Loss | (414) | 0 | (2,191) | 0 | |
Assets: | |||||
Assets | 1,684 | 1,684 | 1,583 | ||
Group Mobile Goodwill [Member] | |||||
Revenue | |||||
Revenues | 1,751 | 0 | 5,478 | 0 | |
Segment operating loss: | |||||
Operating Loss | (565) | $ 0 | (1,213) | $ 0 | |
Assets: | |||||
Assets | $ 6,635 | $ 6,635 | $ 6,228 |
Senior Secured Notes (Additiona
Senior Secured Notes (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 09, 2016 | Jul. 31, 2016 | Mar. 09, 2016 | Feb. 29, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Payments of Debt Issuance Costs | $ 50 | $ 50 | $ 218 | ||||
Extinguishment of Debt, Amount | $ 210 | 356 | $ 1,409 | ||||
Debt Conversion, Converted Instrument, Amount | 281 | ||||||
New Conversion Price of Warrants | $ 3 | $ 3 | |||||
Old Conversion Price of Warrants | $ 10 | $ 10 | |||||
Repayments of Debt | $ 2,011 | $ 1,190 | $ 2,011 | ||||
Additional Payment Percentage On Early Repayment | 15.00% | ||||||
Common Stock [Member] | |||||||
Debt Discount Percentage | 15.00% | ||||||
Senior Notes [Member] | |||||||
Debt Instrument, Periodic Payment, Principal | $ 1,190 | ||||||
Stock Issued During Period, Shares, New Issues | 1,032,332 | ||||||
Unregistered Common Stock Issued For Forgiveness Of Interest on Debt | $ 49 | ||||||
Long-term Debt, Gross | $ 4,206 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 703,644 | ||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 102.00% | ||||||
Debt Instrument, Maturity Date | Jun. 30, 2017 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 1,267 | ||||||
Long Term Debt Covenant, Minimum Cash Balance | $ 2,900 | $ 2,900 | |||||
Senior Notes [Member] | Minimum [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||
Notes Payable | $ 1,749 | $ 1,749 | |||||
Senior Notes [Member] | Maximum [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||
Convertible Notes Payable | $ 3,016 | $ 3,016 |
Senior Secured Notes (Details)
Senior Secured Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 9 Months Ended | ||
Jul. 31, 2016 | Mar. 09, 2016 | Feb. 29, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Book value as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73) | $ 3,111 | $ 3,111 | $ 3,111 | ||
Debt repayments in January and February 2016 | $ (2,011) | (1,190) | (2,011) | ||
Amortization of debt discount and debt issuance costs, included in interest expense | 356 | 1,253 | |||
Book value of Notes before the Exchange Note Agreement on March 9, 2016 | 2,277 | ||||
Fair value of the considerations provided to the Investors, including: | |||||
Increase in fair value of May 2015 Warrants due to reduced exercise price | 281 | ||||
Repayment of Notes in shares of common stock | 1,267 | ||||
Repayment of $1,267 of Notes in shares of common stock at a discount to the market | 183 | ||||
Restructuring fee paid to the Investors | 50 | 50 | $ 218 | ||
Total fair value of the considerations provided to the Investors | 1,781 | ||||
Book value of Amended Notes after the Exchange Note Agreement on March 9, 2016 | $ 496 | 496 | 496 | ||
Early repayment fee of 15% of outstanding principal of $1,749 | 262 | ||||
Debt repayments | $ (2,011) | $ (1,190) | (2,011) | ||
Book value of Amended Notes as of September 30, 2016 | $ 0 |
Senior Secured Notes (Parenthet
Senior Secured Notes (Parenthetical) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Unamortized Debt Issuance Expense | $ 73 |
Value of Shares Issued For Reduction of Outstanding Principal Amount | 1,267 |
Debt Instrument, Face Amount | $ 1,749 |
Fair Value Measurements (Additi
Fair Value Measurements (Additional Information) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | May 06, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Asset Impairment | $ 11,937 | ||
Finite-Lived Intangible Assets, Net | 3,315 | $ 1,526 | $ 16,476 |
Patents [Member] | |||
Finite-Lived Intangible Assets, Net | 1,391 | $ 14,431 | |
Assets, Fair Value Disclosure, Nonrecurring | 1,391 | ||
Patents [Member] | Fair Value Inputs Level 3 [Member] | |||
Finite-Lived Intangible Assets, Net | 1,526 | ||
Assets, Fair Value Disclosure, Nonrecurring | $ 1,391 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Warrant [Member] | ||
Liabilities | ||
Derivative liabilities | $ 601 | $ 416 |
Conversion Warrants [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 1 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Conversion Warrants [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Conversion Warrants [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | |
Fair Value Inputs Level 3 [Member] | Warrant [Member] | ||
Liabilities | ||
Derivative liabilities | $ 601 | 416 |
Fair Value Inputs Level 3 [Member] | Conversion Warrants [Member] | ||
Liabilities | ||
Derivative liabilities | $ 1 |
Fair Value Measurements (Change
Fair Value Measurements (Changes In Company's Liabilities Measured At Fair Value Using Significant Unobservable Inputs) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
May Twenty Fifteen Warrants [Member] | |
Derivative Liability, Begining period | $ 416 |
Decrease in fair value of the warrants and conversion feature | (96) |
Increase in fair value as a result of debt modification | 281 |
Derivative Liability, Ending period | 601 |
Conversion Warrants [Member] | |
Derivative Liability, Begining period | 1 |
Decrease in fair value of the warrants and conversion feature | (1) |
Increase in fair value as a result of debt modification | 0 |
Derivative Liability, Ending period | $ 0 |
Fair Value Measurements (Based
Fair Value Measurements (Based Upon Sensitivity and Nature of Inputs) (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
May 2015 Warrants [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 60.78% | 79.13% |
Risk free interest rate | 1.04% | 1.68% |
Expected term, in years | 3 years 7 months 2 days | 4 years 4 months 2 days |
Dividend yield | 0.00% | 0.00% |
Conversion feature [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 82.46% | |
Risk free interest rate | 0.46% | |
Expected term, in years | 6 months 4 days | |
Conversion price | $ 10 |
Fair Value Measurements (Intang
Fair Value Measurements (Intangible Assets Measured At Fair Value On A Non-Recurring Basis) (Details) - Patents [Member] $ in Thousands | Sep. 30, 2016USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, Fair Value Disclosure, Nonrecurring | $ 1,391 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, Fair Value Disclosure, Nonrecurring | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, Fair Value Disclosure, Nonrecurring | 0 |
Fair Value Inputs Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, Fair Value Disclosure, Nonrecurring | $ 1,391 |
Warrants (Additional Informatio
Warrants (Additional Information) (Details) | Mar. 09, 2016$ / shares |
Old Exercise Price [Member] | |
Warrants [Line Items] | |
Exercise Price | $ 10 |
New Exercise Price [Member] | |
Warrants [Line Items] | |
Exercise Price | $ 3 |
Warrants (Schedule Of Changes I
Warrants (Schedule Of Changes In Warrants Activity) (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Maximum [Member] | |
Warrants [Line Items] | |
Exercise price range, Beginning Balance | $ 17.60 |
Warrant [Member] | |
Warrants [Line Items] | |
Beginning Balance | shares | 1,006,679 |
Granted | shares | 0 |
Exercised | shares | 0 |
Expired | shares | 0 |
Ending Balance | shares | 1,006,679 |
Weighted average exercise price, Beginning Balance | $ 12.92 |
Weighted average exercise price, Granted | 0 |
Weighted average exercise price | 0 |
Weighted average exercise price, Expired | 0 |
Weighted average exercise price, Ending Balance | 9.18 |
Exercise price range, Granted | 0 |
Exercise price range, Exercised | 0 |
Exercise price range, Expired | 0 |
Warrant [Member] | Minimum [Member] | |
Warrants [Line Items] | |
Exercise price range, Beginning Balance | 5 |
Exercise price range, Ending Balance | 3 |
Warrant [Member] | Maximum [Member] | |
Warrants [Line Items] | |
Exercise price range, Ending Balance | $ 17.60 |
Warrants (Schedule of Warrants
Warrants (Schedule of Warrants Outstanding) (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Warrants [Line Items] | |
No. outstanding | 469,179 |
Series 1 Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 149,025 |
Exercise price | $ / shares | $ 17.6 |
Remaining contractual life | 9 months 18 days |
Expiration Date | July 19, 2017 |
Series 2 Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 194,352 |
Exercise price | $ / shares | $ 17.6 |
Remaining contractual life | 9 months 18 days |
Expiration Date | July 19, 2017 |
Reload Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 75,802 |
Exercise price | $ / shares | $ 17.6 |
Remaining contractual life | 4 months 6 days |
Expiration Date | February 6, 2017 |
October 2015 Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 50,000 |
Exercise price | $ / shares | $ 5 |
Remaining contractual life | 4 years 6 months 14 days |
Expiration Date | April 15, 2021 |
May 2015 Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 537,500 |
Exercise price | $ / shares | $ 3 |
Remaining contractual life | 3 years 7 months 2 days |
Expiration Date | May 4, 2020 |
Stock-based Compensation (Addit
Stock-based Compensation (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Apr. 04, 2016 | Dec. 31, 2015 | |
Stockholders Equity [Line Items] | ||||||
Share-Based Compensation | $ 485 | $ 1,066 | $ 1,447 | $ 4,191 | ||
Maximum [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,100,000 | |||||
Management Directors and Employees [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,260,000 | |||||
Two Thousand Twelve Stock Option Plan [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 302,510 | 302,510 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,560,000 | 1,560,000 |
Stock-based Compensation (Sched
Stock-based Compensation (Schedule Of Common Stock Options Granted) (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Stockholders Equity [Line Items] | ||
No. of options | 730,000 | |
Exercise price | $ 16.51 | $ 30.65 |
Fair market value at grant date | 0.89 | |
Maximum [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price | 55 | 55 |
Minimum [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price | $ 1.55 | $ 5.10 |
Management Directors and Employees [Member] | Employee Stock Option [Member] | ||
Stockholders Equity [Line Items] | ||
Grant Date | April – June 2016 | |
No. of options | 730,000 | |
Vesting term | Over 1 year for directors; Over 3 years for management and employees | |
Volatility Rate, Minimum | 58.92% | |
Volatility Rate, Maximum | 59.75% | |
Risk free interest rate, Minimum | 1.24% | |
Risk free interest rate, Maximum | 1.56% | |
Dividend yield | 0.00% | |
Management Directors and Employees [Member] | Maximum [Member] | Employee Stock Option [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price | $ 1.92 | |
Fair market value at grant date | $ 1.04 | |
Expected term, in years | 5 years 9 months 22 days | |
Management Directors and Employees [Member] | Minimum [Member] | Employee Stock Option [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price | $ 1.55 | |
Fair market value at grant date | $ 0.82 | |
Expected term, in years | 5 years 3 months 22 days | |
Consultant [Member] | Restricted Stock Units (RSUs) [Member] | ||
Stockholders Equity [Line Items] | ||
Grant Date | March 9, 2016 | |
No. of RSUs | 10,000 | |
Exercise price | $ 0 | |
Fair market value at grant date | $ 2.13 | |
Vesting term | 0.33 years |
Stock-based Compensation (Stock
Stock-based Compensation (Stock options and RSU activity) (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Stockholders Equity [Line Items] | |
No. of options, Outstanding | shares | 871,484 |
No. of options, Granted | shares | 730,000 |
No. of options, Vested/Exercised | shares | 0 |
No. of options, Forfeited | shares | (100,050) |
No. of options, Expired | shares | (9,000) |
No. of options, Outstanding | shares | 1,492,434 |
No. of options, Exercisable | shares | 995,767 |
Exercise price range, Outstanding | $ 30.65 |
Exercise price range, Granted | 1.66 |
Exercise price range, Vested/Exercised | 0 |
Exercise price range, Forfeited | 27.88 |
Exercise price range, Expired | 55 |
Exercise price range, Outstanding | 16.51 |
Exercise price range, Exercisable | 23.65 |
Weighted average grant date fair value, Outstanding | 20.49 |
Weighted average grant date fair value, Granted | 0.89 |
Weighted average grant date fair value, Vested/Exercised | 0 |
Weighted average grant date fair value, Forfeited | 17.04 |
Weighted average grant date fair value, Expired | 26.2 |
Weighted average grant date fair value, Outstanding | 11.08 |
Restricted Stock [Member] | |
Stockholders Equity [Line Items] | |
Weighted average grant date fair value, Outstanding | 36.31 |
Weighted average grant date fair value, Granted | 2.13 |
Weighted average grant date fair value, Vested/Exercised | 30.91 |
Weighted average grant date fair value, Forfeited | 0 |
Weighted average grant date fair value, Expired | 0 |
Weighted average grant date fair value, Outstanding | 0 |
Weighted average grant date fair value, Exercisable | $ 0 |
Beginning Balance | shares | 53,280 |
No. of RSUs, Granted | shares | 10,000 |
No. of RSUs, Vested/Exercised | shares | (63,280) |
No. of RSUs, Forfeited | shares | 0 |
No. of RSUs, Expired | shares | 0 |
Ending Balance | shares | 0 |
No. of RSUs, Exercisable | shares | 0 |
Minimum [Member] | |
Stockholders Equity [Line Items] | |
Exercise price range, Outstanding | $ 5.10 |
Exercise price range, Granted | 1.55 |
Exercise price range, Forfeited | 5.90 |
Exercise price range, Outstanding | 1.55 |
Exercise price range, Exercisable | 1.55 |
Maximum [Member] | |
Stockholders Equity [Line Items] | |
Exercise price range, Outstanding | 55 |
Exercise price range, Granted | 1.92 |
Exercise price range, Forfeited | 41 |
Exercise price range, Outstanding | 55 |
Exercise price range, Exercisable | $ 55 |
Related Parties Transactions (A
Related Parties Transactions (Additional Information) (Details) - Redridge Lender Services LLC [Member] $ in Thousands | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Related Party Transaction [Line Items] | |
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 10 |
XpresSpa Engagement [Member] | |
Related Party Transaction [Line Items] | |
Related Party Transaction, Amounts of Transaction | 101 |
Other MA Projects Engagement [Member] | |
Related Party Transaction [Line Items] | |
Related Party Transaction, Amounts of Transaction | $ 60 |
Commitments and Contingencies (
Commitments and Contingencies (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Loss Contingencies [Line Items] | |||||
Rental expense for operating leases | $ 109 | $ 91 | $ 327 | $ 274 | |
NEW YORK | |||||
Loss Contingencies [Line Items] | |||||
Operating Lease Rent Expense Annual Fee | $ 403 | ||||
Lease Expiration Date | Oct. 31, 2019 | ||||
Office Space In Chandler AZ [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating Lease Rent Expense Annual Fee | $ 72 | ||||
Lease Expiration Date | Jun. 30, 2016 | ||||
Fli charge [Member] | |||||
Loss Contingencies [Line Items] | |||||
Deferred Revenue | $ 224 | $ 224 |