Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 15, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | XpresSpa Group, Inc. | ||
Entity Central Index Key | 1,410,428 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 26,336,000 | ||
Trading Symbol | XSPA | ||
Entity Common Stock, Shares Outstanding | 26,581,067 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 6,368 | $ 17,910 |
Inventory | 1,159 | 2,506 |
Other current assets | 2,120 | 1,637 |
Assets held for disposal | 6,446 | 8,446 |
Total current assets | 16,093 | 30,499 |
Restricted cash | 487 | 638 |
Property and equipment, net | 15,797 | 16,266 |
Intangible assets, net | 11,547 | 13,719 |
Goodwill | 19,630 | 20,303 |
Other assets | 1,686 | 1,382 |
Total assets | 65,240 | 82,807 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 8,736 | 10,990 |
Liabilities held for disposal | 3,761 | 783 |
Total current liabilities | 12,497 | 11,773 |
Long-term liabilities | ||
Debt | 6,500 | 6,500 |
Other liabilities | 404 | 365 |
Total liabilities | 19,401 | 18,638 |
Commitments and contingencies (see Note 19) | ||
Stockholders’ equity | ||
Common stock, $0.01 par value per share 150,000,000 shares authorized; 26,545,690 and 18,304,881 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 265 | 183 |
Additional paid-in capital | 290,396 | 280,221 |
Accumulated deficit | (249,708) | (220,868) |
Accumulated other comprehensive loss | (74) | (13) |
Total stockholders’ equity attributable to the Company | 40,883 | 59,528 |
Noncontrolling interests | 4,956 | 4,641 |
Total stockholders’ equity | 45,839 | 64,169 |
Total liabilities and stockholders’ equity | 65,240 | 82,807 |
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 |
Series D Convertible Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock | $ 4 | $ 5 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 26,545,690 | 18,304,881 |
Common stock, outstanding | 26,545,690 | 18,304,881 |
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 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 500,000 | 500,000 |
Preferred stock, issued | 475,208 | 491,427 |
Preferred stock, outstanding | 420,541 | 491,427 |
Preferred Stock, Liquidation Preference, Value | $ 20,186 | $ 23,588 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Revenue | |||
Wellness | $ 48,373 | $ 811 | |
Intellectual property | 450 | 11,175 | |
Total revenue | 48,823 | 11,986 | |
Cost of sales | |||
Wellness | 38,986 | 404 | |
Intellectual property | [1] | 357 | 6,334 |
Total cost of sales | 39,343 | 6,738 | |
Depreciation, amortization and impairment | 7,976 | 13,254 | |
General and administrative | [1] | 16,577 | 9,702 |
Total operating expenses | 63,896 | 29,694 | |
Operating loss from continuing operations | (15,073) | (17,708) | |
Interest expense | (731) | (1,698) | |
Extinguishment of debt | 0 | (472) | |
Other non-operating income (expense), net | (197) | 599 | |
Loss from continuing operations before income taxes | (16,001) | (19,279) | |
Income tax expense | (111) | 0 | |
Consolidated net loss from continuing operations | (16,112) | (19,279) | |
Loss from discontinued operations before income taxes | (12,265) | (4,724) | |
Income tax expense | (12) | 0 | |
Consolidated net loss from discontinued operations | (12,277) | (4,724) | |
Consolidated net loss | (28,389) | (24,003) | |
Net income attributable to noncontrolling interests | (451) | (3) | |
Net loss attributable to the Company | (28,840) | (24,006) | |
Other comprehensive income (loss): foreign currency translation | (61) | (13) | |
Comprehensive loss | $ (28,450) | $ (24,016) | |
Diluted | |||
Loss per share from continuing operations | $ (0.74) | $ (1.27) | |
Loss per share from discontinued operations | (0.55) | (0.31) | |
Total basic and diluted net loss per share | $ (1.29) | $ (1.58) | |
Weighted-average number of shares outstanding during the year | |||
Basic | 22,286,983 | 15,167,292 | |
Diluted | 22,286,983 | 15,167,292 | |
Includes stock-based compensation expense, as follows: | |||
Total stock-based compensation expense | $ 2,745 | $ 2,570 | |
Intellectual Property Cost [Member] | |||
Includes stock-based compensation expense, as follows: | |||
Total stock-based compensation expense | 0 | 223 | |
General and Administrative [Member] | |||
Includes stock-based compensation expense, as follows: | |||
Total stock-based compensation expense | 2,177 | 2,225 | |
Discontinued Operations [Member] | |||
Cost of sales | |||
Consolidated net loss | (12,277) | (4,724) | |
Other comprehensive income (loss): foreign currency translation | 0 | 0 | |
Comprehensive loss | (12,277) | (4,724) | |
Includes stock-based compensation expense, as follows: | |||
Total stock-based compensation expense | 568 | 122 | |
Continuing Operations [Member] | |||
Cost of sales | |||
Consolidated net loss | (16,112) | (19,279) | |
Other comprehensive income (loss): foreign currency translation | (61) | (13) | |
Comprehensive loss | $ (16,173) | $ (19,292) | |
[1] | Includes stock-based compensation expense, as follows: Intellectual property costs, General and administrative, Discontinued operations |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common stock | Preferred stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total Company equity | Non-controlling interest |
Balance at Dec. 31, 2015 | $ 40,516 | $ 132 | $ 0 | $ 237,246 | $ (196,862) | $ 0 | $ 40,516 | $ 0 |
Vesting of restricted stock units ("RSUs") | 0 | 1 | 0 | (1) | 0 | 0 | 0 | 0 |
Issuance of common stock | 4,795 | 25 | 0 | 4,770 | 0 | 0 | 4,795 | 0 |
Equity warrants issued for acquisition of XpresSpa | 2,689 | 0 | 0 | 2,689 | 0 | 0 | 2,689 | 0 |
Shares of common stock issued for acquisition | 5,225 | 25 | 0 | 5,200 | 0 | 0 | 5,225 | 0 |
Shares of preferred stock issued for acquisition of XpresSpa | 27,752 | 0 | 5 | 27,747 | 0 | 0 | 27,752 | 0 |
Stock-based compensation | 2,570 | 0 | 0 | 2,570 | 0 | 0 | 2,570 | 0 |
Net loss for the year | (24,003) | 0 | 0 | 0 | (24,006) | 0 | (24,006) | 3 |
Foreign currency translation | (13) | 0 | 0 | 0 | 0 | (13) | (13) | 0 |
Noncontrolling interests from acquisition of XpresSpa | 4,638 | 0 | 0 | 0 | 0 | 0 | 0 | 4,638 |
Balance at Dec. 31, 2016 | 64,169 | 183 | 5 | 280,221 | (220,868) | (13) | 59,528 | 4,641 |
Shares of common stock issued for acquisition | 1,809 | 9 | 0 | 1,800 | 0 | 0 | 1,809 | 0 |
Issuance of common stock for services | 27 | 0 | 0 | 27 | 0 | 0 | 27 | 0 |
Net proceeds from sale and issuance of shares of common stock in public offering | 6,584 | 69 | 0 | 6,515 | 0 | 0 | 6,584 | 0 |
Decrease in shares of preferred stock issued to XpresSpa sellers | (908) | 0 | 0 | (908) | 0 | 0 | (908) | 0 |
Conversion of preferred stock to common stock | (1) | 4 | (1) | (4) | 0 | 0 | (1) | 0 |
Stock-based compensation | 2,745 | 0 | 0 | 2,745 | 0 | 0 | 2,745 | 0 |
Net loss for the year | (28,389) | 0 | 0 | 0 | (28,840) | 0 | (28,840) | 451 |
Foreign currency translation | (61) | 0 | 0 | 0 | 0 | (61) | (61) | 0 |
Contributions from noncontrolling interests | 316 | 0 | 0 | 0 | 0 | 0 | 0 | 316 |
Distributions to noncontrolling interests | (452) | 0 | 0 | 0 | 0 | 0 | 0 | (452) |
Balance at Dec. 31, 2017 | $ 45,839 | $ 265 | $ 4 | $ 290,396 | $ (249,708) | $ (74) | $ 40,883 | $ 4,956 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Consolidated net loss | $ (28,389) | $ (24,003) |
Consolidated net loss from discontinued operations | 12,277 | 4,724 |
Consolidated net loss from continuing operations | (16,112) | (19,279) |
Items not affecting cash flows | ||
Depreciation and amortization | 7,976 | 1,317 |
Impairment of intangible assets | 0 | 11,937 |
Amortization of debt discount and debt issuance costs | 0 | 1,871 |
Stock-based compensation | 2,177 | 2,448 |
Issuance of warrants | 0 | (281) |
Loss on extinguishment of debt | 0 | 356 |
Conversion of shares of preferred stock to shares of common stock | (1) | 0 |
Issuance of shares of common stock for services | 27 | 65 |
Royalties settled by disposal of assets | 0 | 1,750 |
Gain on disposal of assets | (148) | (564) |
Change in fair value of derivative warrant liabilities | (225) | (158) |
Contingent liability as a result of acquisition | 316 | 0 |
Exchange rate loss, net | 0 | (89) |
Changes in assets and liabilities net of effects of acquisition | ||
Decrease in inventory | 1,347 | 74 |
Decrease (increase) in other current assets and other assets | (636) | 284 |
Decrease in accounts payable, accrued expenses and other current liabilities | (3,114) | (2,880) |
Decrease in other liabilities | (368) | (280) |
Net cash used in operating activities - continuing operations | (8,761) | (3,429) |
Net cash used in operating activities - discontinued operations | (3,411) | (5,012) |
Net cash used in operating activities | (12,172) | (8,441) |
Cash flows from investing activities | ||
Cash acquired as part of acquisition | 26 | 2,114 |
Acquisition of property and equipment | (4,479) | (66) |
Acquisition of software | (233) | 0 |
Proceeds from the sale of subsidiary | 250 | 0 |
Proceeds from sale of assets | 150 | 0 |
Decrease (increase) in deposits | 0 | 2,001 |
Net cash provided by (used in) investing activities - continuing operations | (4,286) | 4,049 |
Net cash used in investing activities - discontinued operations | (1,110) | (575) |
Net cash provided by (used in) investing activities | (5,396) | 3,474 |
Cash flows from financing activities | ||
Net proceeds from sale and issuance of shares of common stock in public offering | 6,584 | 0 |
Repayment of debt and line of credit | 0 | (2,011) |
Contributions from noncontrolling interests | 316 | 0 |
Distributions to noncontrolling interests | (452) | 0 |
Debt issuance costs | 0 | (50) |
Net cash provided by (used in) financing activities - continuing operations | 6,448 | (2,061) |
Net cash used in financing activities - discontinued operations | (361) | 0 |
Net cash provided by (used in) financing activities | 6,087 | (2,061) |
Effect of exchange rate changes | (61) | (13) |
Decrease in cash and cash equivalents | (11,542) | (7,041) |
Cash and cash equivalents at beginning of the year | 17,910 | 24,951 |
Cash and cash equivalents at end of the year | 6,368 | 17,910 |
Cash paid during the year for | ||
Interest | 731 | 40 |
Non-cash investing and financing transactions | ||
Issuance of shares of common stock to repay debt and interest | 0 | 2,996 |
Issuance of shares of common stock, preferred stock and warrants for the acquisition of XpresSpa | (908) | 35,666 |
Issuance of shares of common stock for the acquisition of Excalibur | $ 1,809 | $ 0 |
General
General | 12 Months Ended |
Dec. 31, 2017 | |
General [Abstract] | |
General | Note 1. General Overview On January 5, 2018, FORM Holdings Corp. changed its name to XpresSpa Group, Inc. (“XpresSpa Group” or the “Company”). The Company’s common stock, par value $ 0.01 Rebranding to XpresSpa Group aligned the Company’s corporate strategy to build a pure-play health and wellness services company, which the Company commenced following its acquisition of XpresSpa Holdings, LLC (“XpresSpa”) on December 23, 2016. In 2017, the Company recruited employees for positions in both corporate and field teams, accelerated unit growth, reinvested in certain locations and extended leases, significantly streamlined operations, and engaged in new exclusive partnerships that offer XpresSpa customers innovative products and services. The Company currently has two operating segments: wellness and intellectual property. The Company’s wellness operating segment consists of XpresSpa, which is a leading airport retailer of spa services. XpresSpa is a well-recognized airport spa brand with 56 locations, consisting of 51 domestic and 5 international locations, as of December 31, 2017. XpresSpa offers travelers premium spa services, including massage, nail and skin care, as well as spa and travel products. During 2017 and 2016, the wellness operating segment generated $ 48,373 811 The Company’s intellectual property operating segment is engaged in the monetization of patents related to content and ad delivery, remote monitoring and computing technologies. During 2017 and 2016, this operating segment generated $ 450 11,175 In October 2017, the Company completed the sale of FLI Charge, Inc. (“FLI Charge”) and in March 2018, the Company completed the sale of Group Mobile Int’l LLC (“Group Mobile”). These two entities previously comprised the Company’s technology operating segment. The results of operations for FLI Charge and Group Mobile are presented in the consolidated statements of operations and comprehensive loss as consolidated net loss from discontinued operations. The carrying amounts of assets and liabilities belonging to Group Mobile as of December 31, 2017, and FLI Charge and Group Mobile as of December 31, 2016, are presented in the consolidated balance sheets as assets held for disposal and liabilities held for disposal, respectively. Wellness XpresSpa is a leading airport retailer of spa services and related products. As of December 31, 2017, XpresSpa operated 56 total locations in 23 airports in three countries: the United States, Netherlands and United Arab Emirates. Services and products include: • massage services for the neck, back, feet and whole body; • nail care, such as pedicures, manicures and polish changes; • travel products, such as neck pillows, blankets and massage tools; and • new offerings, such as cryotherapy services, NormaTec compression services, and Dermalogica personal care services and retail products. For over 15 years, increased security requirements have led travelers to spend more time at the airport. In addition, in anticipation of the long and often stressful security lines, travelers allow for more time to get through security and, as a result, often experience increased downtime prior to boarding. Consequently, travelers at large airport hubs have idle time in the terminal after passing through security. XpresSpa was developed to address the stress and idle time spent at the airport, allowing travelers to spend this time productively, by relaxing and focusing on personal care and wellness. XpresSpa is well positioned to benefit from consumers’ growing interest in health and wellness and increasing demand for spa services and related wellness products. In addition, a confluence of microeconomic events has created favorable conditions for the expansion of retail concepts at airports, in particular retail concepts that attract higher spending from air travelers. The competition for airplane landings has forced airports to lower landing fees, which in turn has necessitated augmenting their retail offerings to offset budget shortfalls. Infrastructure projects at airports across the country, intended to make an airport more desirable to airlines, require funding from bond issuances that in turn rely upon, in part, the expected minimum rent guarantees and expected income from concessionaires. Intellectual Property The intellectual property operating segment is engaged in the monetization of patents related to content and ad delivery, remote monitoring and computing technologies. Recent Developments Rebranding On January 5, 2018, the Company changed its name to XpresSpa Group, Inc. from FORM Holdings Corp, which aligned its corporate strategy to build a pure-play health and wellness services company. The Company’s common stock, par value $0.01 per share, which had previously been listed under the trading symbol “FH” on the Nasdaq Capital Market, has been listed under the trading symbol “XSPA” since January 8, 2018. Dispositions On October 20, 2017, the Company sold FLI Charge to a group of private investors and FLI Charge management, who now own and operate FLI Charge. On March 22, 2018, the Company sold Group Mobile to a third party. The Company will not be providing any continued management or financing support to FLI Charge or Group Mobile. Sale of Patents In January 2018, the Company sold certain patents to Crypto Currency Patent Holdings Company LLC, a unit of Marathon Patent Group, Inc. (“Marathon”), for approximately $ 1,250 250 250,000 1,000 180 Capital Raise On July 26, 2017, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, acting as the representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 6,900,000 0.01 900,000 1.10 1.023 6,584 |
Accounting and Reporting Polici
Accounting and Reporting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Accounting and Reporting Policies | Note 2. Accounting and Reporting Policies The accompanying consolidated financial statements have been prepared in accordance with United States GAAP. The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company, and all entities in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of the accompanying consolidated financial statements in conformity with United States 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 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 intangibles assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrant liabilities, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies. The Company conducts certain transactions in foreign currencies, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are included in non-operating income (expense) in the consolidated statements of operations and comprehensive loss. Accounts of the foreign subsidiaries of XpresSpa are translated into United States dollars. Assets and liabilities have been translated at year end exchange rates and revenues and expenses have been translated at average monthly rates for the year. The translation adjustments arising from the use of different exchange rates are included as foreign currency translation within the consolidated statements of operations and comprehensive loss and consolidated statements of changes in stockholders’ equity. The Company maintains cash in checking accounts with financial institutions. The Company has established guidelines relating to diversification and maturities of its investments in order to minimize credit risk and maintain high liquidity of funds. Cash equivalents include amounts due from third party financial institutions for credit and debit card transactions. These items typically settle in less than 5 days. The Company recognizes all derivative instruments as either assets or liabilities in the consolidated balance sheets at their respective fair values. The Company's derivative instruments have been recorded as liabilities at fair value, and are revalued at each reporting date, with changes in the fair value of the instruments included in the consolidated statements of operations and comprehensive loss as non-operating income (expense). The Company reviews the terms of features embedded in non-derivative instruments to determine if such features require bifurcation and separate accounting as derivative financial instruments. Equity-linked derivative instruments are evaluated in accordance with FASB Accounting Standard Codification 815-40, “ Contracts in an Entity’s Own Equity” Accounts receivable are recorded net of an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. In developing the allowance, the Company considers historical loss experience, the overall quality of the receivable portfolio and specifically identified customer risks. The Company periodically reviews the adequacy of the allowance and the factors used in the estimation making adjustments to the estimate as necessary. Accounts receivable pertaining to continuing operations are included in other current assets in the consolidated balance sheets. As of December 31, 2017 and 2016, there was no allowance for doubtful accounts. All inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. Inventory is included in current assets in the consolidated balance sheets. Intangible assets include trade names, customer relationships, and technology, which were acquired as part of the acquisition of XpresSpa in December 2016 and are recorded based on the estimated fair value in purchase price allocation. Intangible assets also include purchased patents. The intangible assets are amortized over their estimated useful lives, which are periodically evaluated for reasonableness. Gain or loss on dispositions of intangible assets is reflected in general and administrative expense in the consolidated statements of operations 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. Property and equipment is recorded at historical cost and primarily consists of leasehold improvements, furniture and fixtures, and other operating equipment. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the lesser of the lease term or economic useful life. Maintenance and repairs are charged to expense, and renovations or improvements that extend the service lives of the Company’s assets are capitalized over the lesser of the extension period or life of the improvement. Gain or loss on dispositions of property and equipment is reflected in the consolidated net loss from discontinued operations in the consolidated statements of operations Goodwill is an asset representing the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually, and when triggering events occur, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles Goodwill and Other If the fair value of the reporting unit exceeds its carrying value, then the second step of the impairment test (measurement) does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company must perform the second step of the impairment test. Under the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to an acquisition price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. A significant amount of judgment is required in performing goodwill impairment tests including estimating the fair value of a reporting unit and the implied fair value of goodwill. There were no indications of impairment as of December 31, 2017 for the Company’s continuing operations. See “Note 17 ” for impairment charges pertaining to discontinued operations for the year-ended December 31, 2017 Restricted cash, which is listed as its own line item in the consolidated balance sheets, represents balances at financial institutions to secure bonds and letters of credit as required by the Company’s various lease agreements. 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 8.25 11 The Company recognizes revenue from the sale of XpresSpa products and services at the point of sale, net of discounts and applicable sales taxes. Revenues from the XpresSpa wholesale and e-commerce businesses are recorded at the time goods are shipped. The Company excludes all sales taxes assessed to its customers. Sales taxes assessed on revenues are included in accounts payable, accrued expenses and other current liabilities in the consolidated balance sheets until remitted to the state agencies. Revenue from patent licensing is recognized if collectability is reasonably assured, persuasive evidence of an arrangement exists, the sales price is fixed or determinable and delivery of the service has been rendered. Currently, revenue arrangements related to intellectual property provide for the payment of contractually determined fees and other consideration for the grant of certain intellectual property rights related to the Company’s patents. These rights typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patents, (ii) the release of the licensee from certain claims, and (iii) the dismissal of any pending litigation. The intellectual property rights granted typically extend until the expiration of the related patents. Pursuant to the terms of these agreements, the Company has no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on the Company’s part to maintain or upgrade the related technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the upfront payment. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, upon receipt of the upfront fee, and when all other revenue recognition criteria have been met. XpresSpa offers no-fee, non-expiring gift cards to its customers. No revenue is recognized upon issuance of a gift card and a liability is established for the gift card’s cash value. The liability is relieved and revenue is recognized upon redemption by the customer. As the gift cards have no expiration date, there is no provision for reduction in the value of unused card balances. In addition, XpresSpa maintains a rewards program in which customers earn loyalty points, which can be redeemed for future services. Loyalty points are rewarded upon joining the loyalty program, for customer birthdays, and based upon customer spending. When a customer redeems loyalty points, the Company recognizes revenue for the redeemed cash value and reduces the related loyalty program liability. The costs associated with gift cards and reward points are accrued as the rewards are earned by the cardholder and are included in accounts payable, accrued expenses and other current liabilities in the consolidated balance sheets until remitted to the state agencies. The Company operates in two operating segments: wellness and intellectual property. The Company’s wellness operating segment is comprised of XpresSpa, a leading airport retailer of spa services and related travel products that has 56 locations as of December 31, 2017. The Company’s intellectual property operating segment is engaged in the monetization of patents related to content and ad delivery, remote monitoring and computing technologies. The Company previously had a third operating segment, technology, which was comprised of its FLI Charge and Group Mobile businesses. The technology operating segment was discontinued due to the sale of FLI Charge in October 2017 and sale of Group Mobile in March 2018. The results of operations for FLI Charge and Group Mobile are presented in the consolidated statements of operations and comprehensive loss as consolidated net loss from discontinued operations. Minimum rent expense is recognized over the term of the lease, starting when possession of the property is taken from the landlord, which normally includes a construction period prior to the store opening. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related rent expense on a straight-line basis and records the difference between the recognized rent expense and the amounts payable under the lease as a short-term or long-term deferred rent liability. Costs related to common area maintenance, insurance, real estate taxes, and other occupancy costs the Company is obligated to pay are excluded from minimum rent expense. Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based on a percentage of sales that are in excess of a predetermined level and/or rent increase based on a change in the consumer price index or fair market value. These amounts are excluded from minimum rent and are included in the determination of rent expense when it is probable that the expense has been incurred and the amount can be reasonably estimated. Pre-opening and start-up activity costs, which include rent and occupancy, supplies, advertising, and other direct expenses incurred prior to the opening of a new store, are expensed in the period in which they occur. Cost of sales for the Company’s wellness operating segment consists of store-level costs. Store-level costs include all costs that are directly attributable to the store operations and include: · payroll and related benefits for store operations and store-level management; · rent, percentage rent and occupancy costs; · the cost of merchandise; · freight, shipping and handling costs; · production costs; · inventory shortage and valuation adjustments, including purchase price allocation increase in fair values which was recorded as part of acquisition; and · costs associated with sourcing operations. Cost of sales for the Company’s intellectual property operating segment mainly includes expenses incurred in connection with the Company’s patent licensing and enforcement activities, patent-related legal expenses paid to external patent counsel (including contingent legal fees), licensing and enforcement related research, consulting and other expenses paid to third parties, as well as related internal payroll expenses. Stock-based compensation is recognized as an expense in the consolidated statements of operations and comprehensive loss and such cost is measured at the grant-date fair value of the equity-settled award. The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The fair value of RSUs is calculated as of the date of grant using the grant date closing share price multiplied by the number of RSUs granted. The expense is recognized on a straight-line basis, over the requisite service period. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past. Expected volatility is estimated based on a weighted average historical volatility of the Company and comparable entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve as of the date of grant. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not more likely than not to be realized. Tax benefits related to excess deductions on stock-based compensation arrangements are recognized when they reduce taxes payable. On December 22, 2017, the United States government enacted comprehensive tax reform, commonly referred to as the Tax Cuts and Jobs Act of 2017 (“Tax Act”). The Tax Act makes changes to the corporate tax rate, business-related deductions and taxation of foreign earnings, among other changes, that will generally be effective for tax years beginning after December 31, 2017. In assessing the need for a valuation allowance, the Company looks at cumulative losses in recent years, estimates of future taxable earnings, feasibility of tax planning strategies, the ability to realize tax benefit carryforwards, and other relevant information. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable earnings. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict. In the event that actual results differ from these estimates in future periods, the Company will be required to adjust the valuation allowance. Significant judgment is required in evaluating the Company's federal, state, local, and foreign tax positions and in the determination of its tax provision. Despite management's belief that the Company's liability for unrecognized tax benefits is adequate, it is often difficult to predict the final outcome or the timing of the resolution of any particular tax matters. The Company may adjust these accruals as relevant circumstances evolve, such as guidance from the relevant tax authority, its tax advisors, or resolution of issues in the courts. The Company's tax expense includes the impact of accrual provisions and changes to accruals that it considers appropriate. These adjustments are recognized as a component of income tax expense entirely in the period in which new information is available. The Company records interest related to unrecognized tax benefits in interest expense and penalties in the consolidated statements of operations and comprehensive loss as general and administrative expenses. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Noncontrolling interests represent the noncontrolling holders’ percentage share of earnings or losses from the subsidiaries, in which the Company holds a majority, but less than 100 percent, ownership interest and the results of which are included in the Company’s consolidated statements of operations and comprehensive loss. Net earnings attributable to noncontrolling interests represents the proportionate share of the noncontrolling holders' ownership in certain subsidiaries of XpresSpa. Basic net loss per share is computed by dividing the net loss attributable to the Company 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 attributable to the Company 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 losses in all periods presented, some potentially dilutive securities that relate to the continuing operations, including certain warrants and stock options, were not reflected in diluted net loss per share because the impact of such instruments was anti-dilutive. Liabilities for loss contingencies arising from assessments, estimates or other sources are to be recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs expected to be incurred in connection with a loss contingency are expensed as incurred. Certain balances have been reclassified to conform to presentation requirements, including presentation of discontinued operations and assets and liabilities held for disposal with respect to the Company’s FLI Charge and Group Mobile businesses, as well as consistent presentation of cost of sales and general and administrative expenses to align the presentation for operating segments. The Company measures fair value in accordance with FASB ASC 820-10, Fair Value Measurements and Disclosures Level 1 : Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 : Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 : Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) The core principle of the new standard is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance was amended in July 2015 and is effective for annual reporting periods beginning after December 15, 2017. The Company is currently in the final stage of assessing the impact of the adoption on its consolidated financial statements. The Company does not expect for there to be an impact on revenue recognition for its wellness operating segment, as the revenue is recognized when the service is performed and payment is collected from the customer. The Company does not expect for there to be an impact on revenue recognition for its intellectual property operating segment, as revenue is recognized upon execution of a settlement and/or licensing agreement, receipt of an upfront fee, and when all other revenue recognition criteria have been met, as the Company has no further obligation, including no express or implied obligation on our part to maintain or upgrade the related technology, or provide future support or services. ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory This standard requires an entity to measure in-scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2016. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes This standard simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the consolidated balance sheet. The amendments in the update require that all deferred tax liabilities and assets be classified as noncurrent in the consolidated balance sheet. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those fiscal years and may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. The Company adopted ASU No. 2015-17 prospectively effective December 31, 2016. Adoption of this ASU did not result in any adjustment to the consolidated balance sheet as the Company records a full valuation allowance of its total deferred tax assets. ASU No. 2016-01, Financial Instruments Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities This standard which amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. With respect to the Company’s consolidated financial statements, the most significant impact relates to the accounting for equity investments. It will impact the disclosure and presentation of financial assets and liabilities. The amendments in this update are effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017. Early adoption by public entities is permitted only for certain provisions. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. ASU No. 2016-02, Leases (Topic 842) This standard provides new guidance related to accounting for leases and supersedes United States GAAP on lease accounting with the intent to increase transparency. This standard requires operating leases to be recorded on the balance sheet as assets and liabilities and requires disclosure of key information about leasing arrangements. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations and comprehensive loss. The adoption will require a modified retrospective approach as of the beginning of the earliest period presented. The new standard is effective for the fiscal year beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements, but the Company expects that it will result in a significant increase in its long-term assets and liabilities. ASU No. 2016-06, Derivatives and Hedging: Contingent Put and Call Options in Debt Instruments This standard clarifies ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting This standard provides new guidance to simplify the accounting for stock-based payments and addresses the treatment of income tax consequences including classification of awards as either equity or liabilities, and classification on the statement of cash flows in financing or operating cash flows, respectively. The standard permits the Company to elect a policy whereby forfeitures are accounted for as they occur rather than on an estimated basis. The new standard is effective for the fiscal year beginning after December 15, 2016, with early adoption permitted. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses to be incurred over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. The new standard is effective for the fiscal year beginning after December 15, 2019, with early adoption permitted. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements. ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts, Cash Payments, and Restricted Stock This standard provides new guidance to help clarify whether certain items should be categorized as operating, investing, or financing in the statement of cash flows. This ASU No. 2016-15 provides guidance on eight specific cash flow issues. The new standard is effective for the fiscal year beginning after December 15, 2017, with early adoption permitted. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business This standard provides new guidance to clarify the definition of a business by providing guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. Under the new standard, to classify the acquisition of assets as a business, there must be an input, a substantive process that results in outputs, with outputs being defined as the key elements of the business. If substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, this would not qualify as a business. The new standard is effective for the fiscal year beginning after December 15, 2017, with early adoption permitted. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements. ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This standard provides new guidance to eliminate the requirement to calculate the implied fair value of goodwill, or the Step 2 test, to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The loss recognized should not exceed the total goodwill allocated to the reporting unit. The new standard is effective for the fiscal year beginning after December 15, 2019, with early adoption permitted. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements. ASU No. 2017-09, Stock Compensation (Topic 718): Scope of Modification Accounting This standard provides guidance about which changes to the terms or conditions of a stock-based payment award require an entity to apply modification accounting in Topic 718. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this update. ASU 2017-09 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017; early adoption is permitted. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities This standard was created to provide more specific guidance and to simplify the application of hedge accounting in current U.S. GAAP to facilitate financial reporting that more closely reflects an entity’s risk management activities. The new standard is effective for the fiscal year beginning after December 15, 2018. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements. ASU No. 2018-02, Income Statement Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income This standard provides guidance on the reclassification of certain tax effects from AOCI to retained earnings in the period in whic |
Net Loss per Share of Common St
Net Loss per Share of Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Net Loss per Common Share | Note 3. Net Loss per Share of Common Stock For the years ended December 31, 2017 2016 Basic numerator: Net loss from continuing operations attributable to shares of common stock $ (16,563) $ (19,282) Net loss from discontinued operations attributable to shares of common stock (12,277) (4,724) Net loss attributable to the Company $ (28,840) $ (24,006) Basic denominator: Basic shares of common stock outstanding 22,286,983 15,167,292 Basic loss per share of common stock from continuing operations $ (0.74) $ (1.27) Basic loss per share of common stock from discontinued operations (0.55) (0.31) Basic net loss per share of common stock $ (1.29) $ (1.58) Diluted numerator: Net loss from continuing operations attributable to shares of common stock $ (16,563) $ (19,282) Net loss from discontinued operations attributable to shares of common stock (12,277) (4,724) Net loss attributable to the Company $ (28,840) $ (24,006) Diluted denominator: Diluted shares of common stock outstanding 22,286,983 15,167,292 Diluted loss per share of common stock from continuing operations $ (0.74) $ (1.27) Diluted loss per share of common stock from discontinued operations (0.55) (0.31) Diluted net loss per share of common stock $ (1.29) $ (1.58) 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: Both vested and unvested options outstanding to purchase an equal number of shares of common stock of the Company 4,317,942 3,679,101 Unvested RSUs to issue an equal number of shares of common stock of the Company 365,565 Warrants to purchase an equal number of shares of common stock of the Company 3,087,500 3,506,679 Preferred stock on an as converted basis 3,364,328 3,931,416 Conversion feature of senior secured notes 79,295 Total number of potentially dilutive instruments, excluded from the calculation of net loss per share 11,135,335 11,196,491 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Note 4. Cash and Cash Equivalents December 31, 2017 2016 Cash denominated in United States dollars $ 3,924 $ 16,981 Cash denominated in currency other than United States dollars 2,108 694 Credit and debit card receivables 336 235 $ 6,368 $ 17,910 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination | Note 5. Business Combinations XpresSpa acquisition On August 8, 2016, the Company signed an agreement to acquire XpresSpa. On December 23, 2016, the Company completed the acquisition of XpresSpa for a total purchase consideration of $37,400, which includes: · $1,734 in cash which was invested on August 8, 2016. · 2,500,000 shares of the Company’s common stock, par value $0.01 per share (“XSPA Common Stock”). · 494,792 shares of the Company’s Series D convertible preferred stock (“XSPA Preferred Stock) with an aggregate initial liquidation preference of $23,750. Pursuant to the terms of the agreement governing the XpresSpa acquisition, in February 2017, the total number of shares of XSPA Preferred Stock was decreased from 494,792 shares to 491,427 shares with an aggregate initial liquidation preference of $23,588, which are initially convertible into 3,931,416 shares of XSPA Common Stock, at a conversion price of $6.00 per share. Each holder of XSPA Preferred Stock is entitled to vote on an as converted basis. · five-year warrants to purchase 2,500,000 shares of XSPA Common Stock, at an exercise price of $3.00 per share, each subject to adjustment in the event of a stock split, dividend or similar events. Of the shares of XSPA Preferred Stock issued, 230,208 shares, with an estimated fair value of $11,050, were placed into an escrow that will be released over an 18-month period once certain conditions are satisfied. The escrow will be used to obtain necessary lease consents from the airports and to cover potential liabilities that may arise after the acquisition but pertain to the activities before the acquisition. The fair value of the purchase consideration was determined based on the following: · The fair value of the shares of XSPA Common Stock was determined by multiplying the Company's closing stock price of $2.09/share on the acquisition date by the number of shares of XSPA Common Stock issued. · The fair value of the warrants was determined using the Monte-Carlo simulation, which calculated the fair value based on the difference between the projected share price, derived from the estimated future market cap, and the exercise price of $3.00/share. · The fair value of XSPA Preferred Stock was also determined using the Monte-Carlo simulation, from which the Company’s future market cap and derived share price in each year for the seven years following the acquisition date were ascertained. The Company also determined the future market cap and derived share prices for periods prior to the end of the seven-year term, assuming early conversion. The fair value was then calculated by multiplying the number of converted shares by the Company’s closing stock price as of the time of conversion. In the scenario that the shares of XSPA Preferred Stock will convert at the end of the seven-year term, the fair value was calculated by establishing the implied share price and the relevant premium to the conversion ratio. The fair value is then discounted as of the acquisition date. The transaction was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that one of the two companies be designated as the acquirer for accounting purposes based on the evidence available. In this transaction, XpresSpa Group was treated as the acquiring entity for accounting purposes. In identifying XpresSpa Group as the acquiring entity, the companies took into account the composition of XpresSpa Group’s Board of Directors, the designation of certain senior management positions, including its Chief Executive Officer and Chief Financial Officer, as well as the fact that XpresSpa Group’s existing stockholders own approximately 67% of XpresSpa Group after completion of the acquisition on a fully diluted basis. Assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. The fair value of the purchase price consideration was allocated as follows: Acquisition of XpresSpa on December 23, 2016: Fair Cash $ 1,734 XSPA Common Stock 5,225 December 2016 Warrants 2,689 XSPA Preferred Stock 27,752 Total fair value of the purchase consideration $ 37,400 The purchase price for the acquisition was allocated to the net tangible and intangible assets based on their fair values as of the acquisition date. The excess of the purchase price over the net tangible assets and intangible assets was recorded as goodwill. The fair value of the purchase price was allocated as follows Fair Value Assets Cash and cash equivalents $ 2,114 Accounts receivable 71 Inventory 2,580 Prepaid expenses 1,216 Restricted cash 638 Property and equipment 16,308 Intangible assets 13,620 Goodwill 20,303 Security deposits for leases 392 Total assets 57,242 Liabilities Accounts payable 4,118 Accrued expenses 4,586 Debt 6,500 Total liabilities 15,204 Net assets 42,038 Noncontrolling interests (4,638 ) Total fair value $ 37,400 The fair value of the noncontrolling interests as of the acquisition date of $4,638 was estimated based on the business enterprise value analysis of XpresSpa as of the acquisition date. The analysis was performed using the income approach and the implied internal rate of return from the fair value of the total purchase consideration of $37,400 and was based on the proportionate share of each individual location’s business enterprise value of the total business enterprise value of XpresSpa. The allocation of the purchase price was based upon a valuation performed using the Company's estimates and assumptions, which are subject to change within the measurement period (up to one year from the acquisition date). The principal area of potential purchase price adjustments relates to the consideration placed in escrow. Acquisition costs representing direct legal, accounting, diligence and tax fees of $2,597 were expensed as incurred. Of this amount, the Company incurred $1,353 of these costs, which are included in general and administrative expense in the consolidated statements of operations and comprehensive loss. The remaining $1,244 of costs were incurred by XpresSpa prior to the acquisition. In April 2017, the Company learned new information about legal and other professional costs, which existed as of the acquisition date of XpresSpa. As a result, the Company and the sellers of XpresSpa (the “XpresSpa Sellers”) agreed to reduce the total amount of XSPA Preferred Stock, which was previously issued to the XpresSpa Sellers in conjunction with the acquisition of XpresSpa. The Company reduced the number of the XSPA Preferred Stock by 16,219 shares and estimated that the fair value of the reduction of the consideration was $908, which was recorded as a reduction of goodwill and equity. In October 2017, the Company recorded a $235 reduction of construction-in-progress within property and equipment and an increase to goodwill. This represents amounts as of the acquisition date that were related to two old projects for stores that never actually opened. As such, these balances should have been written-off prior to acquisition date, more specifically, when it was known that the related stores were not going to open. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6. Intangible Assets and Goodwill Intangible assets December 31, 2017 December 31, 2016 Gross Accumulated Net Gross Accumulated Net Weighted average Trade name $ 13,309 $ (2,269) $ 11,040 $ 13,309 $ (49) $ 13,260 6.00 Customer relationships 312 (156) 156 312 312 2.00 Software 233 (4) 229 4.68 Patents 26,897 (26,775) 122 27,026 (26,879) 147 11.45 Total intangible assets $ 40,751 $ (29,204) $ 11,547 $ 40,647 $ (26,928) $ 13,719 The Company’s trade name relates to the value of the The Company’s intangible assets are amortized over their expected useful lives. During the year-ended December 31, 2017, the Company recorded amortization expense of $ 2,403 13,146 In May 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 the Company 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 On December 5, 2016, the Company entered into an agreement with Nokia to assign Nokia rights related to certain patents previously purchased from Nokia. The carrying value of the patents assigned to Nokia prior to the agreement was $ 1,186 1,750 564 50 There were no impairment indicators related to any of the Company’s amortizable intangible assets during the year ended December 31, 2017 for the Company’s continuing operations. See “Note 17 ” for impairment charges pertaining to discontinued operations for the year-ended December 31, 2017. Years ending December 31, Amount 2018 $ 2,438 2019 2,279 2020 2,275 2021 2,273 2022 2,219 Thereafter 63 Total $ 11,547 Goodwill The following table provides information regarding the Company’s goodwill, which relates to the acquisition of XpresSpa completed in December 2016. There were no indicators of impairment of goodwill as of December 31, 2017 for the Company’s continuing operations. See “Note 17 ” for impairment charges pertaining to discontinued operations for the year-ended December 31, 2017. Goodwill as of December 31, 2015 $ Acquisition of XpresSpa 20,303 Goodwill as of December 31, 2016 20,303 Adjustments to XpresSpa goodwill (673) Goodwill as of December 31, 2017 $ 19,630 The adjustments to XpresSpa goodwill in 2017 are described in detail in “Note 5 Business Combinations.” |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Note 7. Segment Information The Company’s continuing operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the enterprise’s chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company concluded that it conducts its business through two operating segments, which are also its reportable segments: wellness and intellectual property. Segment operating results reflect losses before corporate and unallocated shared expenses, interest expense and income taxes. Corporate and unallocated shared expenses principally consist of costs for corporate functions, rent for office space, stock-based compensation, executive management and certain unallocated administrative support functions. For the years ended December 31, 2017 2016 Revenue Wellness $ 48,373 $ 811 Intellectual property 450 11,175 Total revenue 48,823 11,986 Cost of sales Wellness 38,986 404 Intellectual property 357 6,334 Total cost of sales 39,343 6,738 Segment operating loss Wellness (7,250) (192) Intellectual property 9 (7,740) Corporate (7,832) (9,776) Operating loss from continuing operations (15,073) (17,708) Corporate non-operating expense, net (928) (1,571) Loss from continuing operations before income taxes $ (16,001) $ (19,279) Assets Wellness $ 53,414 $ 57,527 Intellectual property 156 940 Corporate 5,224 15,894 Assets held for disposal 6,446 8,446 Total assets $ 65,240 $ 82,807 General and administrative costs are allocated among the operating segments and non-operating corporate segment. The non-operating corporate segment does not have any revenue, but does incur expenses such as compensation expenses, rent and infrastructure costs. The non-operating corporate segment’s assets are mainly comprised of cash. The Company currently operates in two geographical regions: United States and all other countries. For the years ended 2017 2016 Revenue United States $ 43,555 $ 11,887 All other countries 5,268 99 Total revenue 48,823 11,986 Cost of sales United States 36,201 6,697 All other countries 3,142 41 Total cost of sales 39,343 6,738 Segment operating loss United States (13,507) (17,781) All other countries (1,566) 73 Operating loss from continuing operations (15,073) (17,708) Corporate non-operating expense, net (928) (1,571) Loss from continuing operations before income taxes $ (16,001) $ (19,279) Assets United States $ 55,152 $ 71,607 All other countries 3,642 2,754 Assets held for disposal 6,446 8,446 Total assets $ 65,240 $ 82,807 |
Revenue from Settlements and Li
Revenue from Settlements and Licensing Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Revenue from Settlements and Licensing Agreements [Abstract] | |
Revenue from Settlements and Licensing Agreements | Note 8. Revenue from Settlements and Licensing Agreements On April 25, 2016, the Company entered into a Confidential License Agreement (the “License Agreement”). Pursuant to the terms of the License Agreement, the licensee paid the Company a one-time lump sum payment of $ 8,900 In 2017, the Company continued to license its intellectual property through one-time licensing agreements from which the Company earned revenue of $ 300 150 |
Debt and Senior Secured Notes
Debt and Senior Secured Notes | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Senior Secured Notes | Note 9. Debt and Senior Secured Notes Debt As part of the acquisition of XpresSpa, which was completed on December 23, 2016, the Company recorded the debt described below. XpresSpa entered into a credit agreement and secured promissory note (the “Debt”) with Rockmore Investment Master Fund Ltd. (“Rockmore”) on April 22, 2015 that was amended on August 8, 2016. Rockmore is an investment entity controlled by the Company’s board member, Bruce T. Bernstein. The total principal of the Debt is $ 6,500 May 1, 2019 May 1, 2018 May 1, 2019 11.24 ⋅ 9.24% annual interest, calculated on a monthly basis, which is payable in arrears on the last business day of each month plus ⋅ 2% annual interest, calculated on a monthly basis, which accrues monthly and becomes due and payable on the Debt anniversary dates. Effective May 1, 2018, the interest decreases to 10.5% per year (8.5% payable in monthly installments and 2% payable annually) after the Company extended the maturity date of the Debt to May 1, 2019. The Debt can be prepaid by XpresSpa at a 4 ⋅ debt to finance acquisition, construction, or improvement of fixed and capital assets; ⋅ performance bonds, bid bonds, appeal bonds, surety bonds, and similar; ⋅ pension fund and employee benefit plan obligations; ⋅ unsecured debt not exceeding $ 1,000 ⋅ convertible notes not exceeding $ 5,000 ⋅ letters of credit, bank guarantees and others in the ordinary course of business. In addition, Rockmore was entitled to certain reporting rights and annual audited financial information, which Rockmore waived in March 2017. The Debt had a fair value of $ 6,500 6,500 May 1, 2018 to May 1, 2019 During the year-ended December 31, 2017, XpresSpa paid and recorded $ 731 100 16 Senior Secured Notes In July 2016, the Company repaid in full its Senior Secured Notes (the “Notes”) that were due in June 2017. Book value as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73) $ 3,111 Repayments in January and February 2016 (1,190) Amortization of discount and 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 in Exchange Note Agreement, 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 50 Total fair value of the considerations provided 1,781 Book value of Notes after the Exchange Note Agreement on March 9, 2016 496 Amortization of discount and issuance costs, included in interest expense 1,253 Early repayment fee of 15% of outstanding principal of $1,749 262 Repayment of Notes in full on July 1, 2016 (2,011) Book value of Notes as of December 31, 2016 $ In March 2016, the Company entered into an Exchange Note Agreement. Pursuant to the Exchange Note Agreement, the Company issued an aggregate of 703,644 1,267 49 3,016 1,749 In addition, in March 2016, the Company agreed to amend the Notes and to maintain a cash balance (including cash equivalents) of not less than $ 2,900 10.00 3.00 50 In July 2016, the Company repaid in full its Notes that were due in June 2017, including a 15 2,011 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 10. 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) December 31, 2017: May 2015 Warrants $ 34 $ $ $ 34 December 31, 2016: May 2015 Warrants $ 259 $ $ $ 259 The Company measures its derivative warrant liabilities at fair value. The May 2015 Warrants were classified within Level 3 because they were valued using the Black-Scholes model, which utilizes significant inputs that are unobservable. These derivative warrant liabilities were initially measured at fair value and are marked to market at each balance sheet date. In addition to the above, the Company’s financial instruments as of December 31, 2017 and December 31, 2016 consisted of cash and cash equivalents, receivables, accounts payable and Debt. The carrying amounts of all the aforementioned financial instruments approximate fair value because of the short-term maturities of these instruments. May 2015 December 31, 2016 $ 259 Decrease in fair value of the warrants (225) December 31, 2017 $ 34 Valuation processes for Level 3 Fair Value Measurements December 31, 2017: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes Volatility 39.64 % Risk-free interest rate 1.88 % Expected term, in years 2.34 Dividend yield 0.00 % December 31, 2016: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes Volatility 45.15 % Risk-free interest rate 1.57 % Expected term, in years 3.34 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 were the current market price of the Company’s common stock, the exercise price of the derivative warrant liabilities, 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 derivative warrant liabilities would each result in a directionally similar change in the estimated fair value of the Company’s derivative warrant liabilities. 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 derivative warrant liabilities’ exercise price 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 derivative warrant liabilities due to the dividend assumption. Other Fair Value Measurements December 31, 2017: 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) December 31, 2017: Contingent consideration $ 316 $ $ $ 316 The purchase value of the contingent consideration assumed by the Company following the acquisition of Excalibur was determined using the Monte-Carlo simulation and, as such, was classified as 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. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 11. Warrants No. of warrants Weighted average Exercise December 31, 2016 3,506,679 $ 4.77 $ 3.00 17.60 Granted $ $ 3.00 Exercised Expired (419,179) $ 17.60 $ 17.60 December 31, 2017 3,087,500 $ 3.03 $ 3.00 5.00 The Company’s outstanding equity warrants as of December 31, 2017 consist of the following: No. outstanding Exercise price Remaining Expiration Date October 2015 Warrants 50,000 $ 5.00 3.29 years April 15, 2021 December 2016 Warrants 2,500,000 $ 3.00 3.98 years December 23, 2021 Outstanding as of December 31, 2017 2,550,000 The Company’s outstanding derivative warrants as of December 31, 2017 consist of the following: No. outstanding Exercise price Remaining Expiration Date May 2015 Warrants 537,500 $ 3.00 2.34 years May 4, 2020 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
Stock-based Compensation | Note 12. 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 7,100,000 2,111,437 Total stock-based compensation expense for the years ended December 31, 2017 and 2016 was $ 2,745 2,570 568 122 Title Grant date No. of Exercise Fair market value at Vesting terms Assumptions used in Directors, management, and employees January 2017 1,545,000 $2.12 $2.15 $0.89 $0.96 Over one year for directors; Over three years for management and employees Volatility: 44.27% 44.90% Consultant December 2017 50,000 $1.10 $0.65 Over three years Volatility: 48.33% Title Grant date No. of RSUs Fair market Vesting term Management and employees January 2017 400,942 $ 2.12 Over one year, vesting on one-year anniversary of grant date RSUs Options No. of Weighted average No. of Weighted Exercise Weighted average Outstanding as of January 1, 2017 3,679,101 $ 7.60 $ 1.55 55.00 $ 5.41 Granted 400,942 $ 2.12 1,595,000 $ 2.09 $ 1.10 2.15 $ 0.92 Vested/Exercised Forfeited (35,377) $ 2.12 (939,791) $ 6.52 $ 1.55 41.00 $ 4.29 Expired (16,368) $ 43.66 $ 9.94 55.00 $ 22.02 Outstanding as of December 31, 2017 365,565 $ 2.12 4,317,942 $ 5.67 $ 1.10 41.00 $ 3.86 Exercisable as of December 31, 2017 3,011,692 $ 7.33 $ 1.55 41.00 Non-vested stock options: Non-vested RSU: No. of options Weighted average No. of RSUs Weighted average Balance at January 1, 2017 2,011,667 $ 1.78 $ Granted 1,595,000 $ 0.92 400,942 $ 2.12 Vested (1,609,792) $ 1.20 Forfeited (690,625) $ 1.33 (35,377) $ 2.12 Balance at December 31, 2017 1,306,250 $ 1.19 365,565 $ 2.12 Exercise price range No. options outstanding No. options exercisable Weighted average remaining $ 0.01-10.00 3,786,376 2,480,126 5.92 $ 10.00-20.00 65,566 65,566 0.20 $ 20.00-30.00 40,000 40,000 5.57 $ 30.00-40.00 369,500 369,500 5.35 $ 40.00-50.00 56,500 56,500 6.14 4,317,942 3,011,692 As of December 31, 2017, the total aggregate intrinsic value of options outstanding was $ 14 1,636 514 The total fair value of stock options that vested in the years ended December 31, 2017 and 2016 was $ 1,932 1,703 1,558 1.32 The Company did not recognize tax benefits related to its stock-based compensation as there is a full valuation allowance recorded. |
Related Parties Transactions
Related Parties Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure | Note 13. Related Parties Transactions On April 22, 2015, XpresSpa entered into the Debt with Rockmore that was amended on August 8, 2016. Rockmore is an investment entity controlled by the Company’s board member, Bruce T. Bernstein. The Debt had an outstanding balance of $ 6,500 731 100 16 May 1, 2018 May 1, 2019 In addition, the Company paid $ 212 During 2016, the Company engaged various parties to perform valuations, legal, financial and tax due diligence associated with the XpresSpa acquisition and other merger and acquisition projects. Among the service providers, the Company engaged RedRidge Lender Services LLC (“RedRidge”) to perform financial due diligence regarding the acquisition of XpresSpa. Andrew Perlman, the Company’s Chief Executive Officer, 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 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure | Note 14. Property and Equipment Balance of property and equipment as of December 31, 2015 $ Additions 75 Additions from XpresSpa acquisition 16,308 Depreciation expense (117) Balance of property and equipment as of December 31, 2016 16,266 Additions 5,104 Depreciation expense (5,573) Balance of property and equipment as of December 31, 2017 $ 15,797 During the years ended December 31, 2017 and 2016, the Company recorded $ 5,573 117 1,131 In October 2017, the Company recorded a $ 235 860 December 31, 2017 2016 Useful Life Furniture and fixtures $ 1,164 $ 716 3-4 years Leasehold improvements 17,704 14,732 Average 5-8 years Other operating equipment 1,488 935 Maximum 5 years 20,356 16,383 Accumulated depreciation (4,559) (117) Total property and equipment, net $ 15,797 $ 16,266 Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the shorter of remaining lease term or economic useful life (which is on average 5 8 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets | Note 15. Other Current Assets December 31, 2017 2016 Prepaid expenses $ 1,212 $ 1,536 Notes receivable 800 Other 108 101 Total other current assets $ 2,120 $ 1,637 Prepaid expenses are predominantly comprised of prepaid insurance policies which have terms of one year or less. The note receivable, which relates to the sale of FLI Charge, was collected in February 2018. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Current Liabilities | Note 16. Accounts Payable, Accrued Expenses and Other Current Liabilities December 31, 2017 2016 Accounts payable $ 3,362 $ 5,170 Accrued expenses 3,160 3,175 Accrued compensation 1,074 1,324 Tax-related liabilities 615 673 Gift certificates and loyalty reward program liabilities 474 605 Other 51 43 Total accounts payable, accrued expenses and other current liabilities $ 8,736 $ 10,990 Accrued liability for insurance 722 Merchant financing In April 2016, XpresSpa entered into a merchant financing arrangement with a top tier credit card company for $ 1,000 155 500 112 |
Discontinued Operations and Ass
Discontinued Operations and Assets and Liabilities Held for Disposal | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held For Sale | Note 17. Discontinued Operations and Assets and Liabilities Held for Disposal FLI Charge In June 2017, the Company concluded that the requirement to report the results of FLI Charge, a wholly-owned subsidiary included in its technology operating segment, as discontinued operations was triggered. As a result, a non-cash impairment loss to discontinued operations of $ 1,092 On October 20, 2017 (the “Closing Date”), the Company sold FLI Charge to a group of private investors and FLI Charge management, to own and operate FLI Charge. The Company does not provide any continued management or financing support to FLI Charge after the Closing Date. Total consideration for the sale of FLI Charge is $ 1,250 5 30,000 The fair value of the total consideration was determined to be $ 1,052 629 (i) the face value of the upfront cash installment of $250; (ii) the present value of the deferred cash installments was calculated by multiplying the face value of the installments by the acquirer’s default probability and discounted by the risk-free rate; (iii) the Black-Scholes model was used to obtain the value of the warrants; and (iv) the value of the 5% royalty was calculated using a discounted cash flow model. Group Mobile In December 2017, the Company concluded that the requirement to report the results of Group Mobile, a wholly-owned subsidiary included in its technology operating segment, as discontinued operations was triggered. On March 7, 2018 (the “Signing Date”), the Company entered into a membership purchase agreement (the “Purchase Agreement”) with Route1 Security Corporation, a Delaware corporation (the “Buyer”), and Route1 Inc., an Ontario corporation (“Route1”), pursuant to which the Buyer agreed to acquire Group Mobile (the “Disposition”). The transaction closed on March 22, 2018. In consideration for the Disposition, the Buyer has agreed to issue to the Company: ⋅ 25,000,000 ⋅ warrants to purchase 30,000,000 5 ⋅ certain other payments over the three-year period pursuant to an earn-out provision in the Purchase Agreement. The Company will retain certain inventory with a value of $ 778 Post-closing, the Company owns approximately 6.7% of Route1 Common Stock. The Route1 Common Stock will not be tradable until a date no earlier than 12 months after the closing date; 50%, or 12,500,000 shares, of Route1 Common Stock are tradeable after 12 months plus an additional 2,083,333 shares of Route1 Common Stock are tradeable each month until 18 months after the date of closing, subject to a change of control provision. The fair value of the total consideration as of the Signing Date was estimated to be $ 1,925 7,485 The sale of Group Mobile was completed on March 22, 2018. The Company will not have any involvement with Group Mobile post transaction. Operating Results and Assets and Liabilities Held for Sale For the years ended December 31, 2017 2016 Revenue $ 15,454 $ 6,988 Cost of sales (12,373) (6,081) Depreciation and amortization (770) (528) Impairment (8,577) General and administrative (5,986) (5,088) Non-operating expense (13) (15) Loss from discontinued operations before income taxes (12,265) (4,724) Income tax expense (12) Consolidated net loss from discontinued operations $ (12,277) $ (4,724) In addition, the following table presents the carrying amounts of the major classes of assets and liabilities held for sale as of December 31, 2017 and December 31, 2016, as presented in the consolidated balance sheets. December 31, 2017 2016 Cash $ 150 $ Accounts receivable, net 2,920 373 Inventory 1,935 437 Other current assets 3 681 Property and equipment, net 874 201 Intangible assets, net 564 1,891 Goodwill 4,863 Assets held for disposal $ 6,446 $ 8,446 Accounts payable, accrued expenses and other current liabilities $ 3,142 $ 640 Deferred revenue 619 143 Liabilities held for disposal $ 3,761 $ 783 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18. Income Taxes For the years ended December 31, 2017 and 2016, the loss from continuing operations before income taxes consists of the following: 2017 2016 Domestic $ (16,536 ) $ (19,318 ) Foreign 535 39 $ (16,001 ) $ (19,279 ) Income tax expense attributable to continuing and discontinued operations for the years ended December 31, 2017 and 2016 consisted of the following: 2017 2016 Continuing operations Current: Federal $ $ State Foreign 62 Deferred: Federal 49 State Foreign $ 111 $ 2017 2016 Discontinued operations Current: Federal $ 11 $ State 1 Foreign Deferred: Federal State Foreign $ 12 $ Income tax expense attributable to continuing operations differed from the amounts computed by applying the applicable United States federal income tax rate to loss from continuing operations before taxes on income as a result of the following: For the years ended December 31, 2017 2016 Loss from continuing operations before income taxes $ (16,001 ) $ (19,279 ) Tax rate 35 % 35 % Computed “expected” tax benefit (5,600 ) (6,748 ) State taxes, net of federal income tax benefit (647 ) Change in valuation allowance (19,554 ) 6,454 Nondeductible expenses 800 270 Tax Reform Rate impact 24,486 Other items 626 24 Income tax expense for continuing operations $ 111 $ Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Deferred income tax assets Net operating loss carryforwards $ 35,743 $ 49,433 Stock-based compensation 4,238 6,125 Intangible assets and other 1,020 3,356 Net deferred income tax assets 41,001 58,914 Less: Valuation allowance (41,209 ) (58,914 ) Net deferred income tax assets $ (208 ) $ The Company assesses the need for a valuation allowance related to its deferred income tax assets by considering whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. A valuation allowance has been recorded against the Company’s deferred income tax assets, as it is in the opinion of management that it is more likely than not that the net operating loss carryforwards (“NOL”s) will not be utilized in the foreseeable future. The valuation allowance as of December 31, 2017 is $41,209, which will be reduced if and when the Company determines that the deferred income tax assets are more likely than not to be realized. The following table presents the changes to the valuation allowance during the years presented: As of January 1, 2016 $ 50,807 Charged to cost and expenses continuing operations 9,468 Charged to cost and expenses discontinued operations Return to provision true-up and other (1,361 ) As of December 31, 2016 58,914 Charged to cost and expenses continuing operations (19,206 ) Charged to cost and expenses discontinued operations 1,455 Return to provision true-up and other 46 As of December 31, 2017 $ 41,209 As of December 31, 2017, the Company’s estimated aggregate total NOLs were $159,007 for U.S. federal purposes, expiring 20 years from the respective tax years to which they relate. The NOL amounts are presented before Internal Revenue Code, Section 382 limitations (“Section 382”). The Tax Reform Act of 1986 imposed substantial restrictions on the utilization of NOL and tax credits in the event of an ownership change of a corporation. Thus, the Company’s ability to utilize all such NOL and credit carryforwards may be limited. The NOLs available post-merger that the Company completed in 2012 that are not subject to limitation amount to $119,406. The remaining NOLs of $39,601 are subject to the limitation of Section 382. The annual limitation is approximately $2,000. The Company files its tax returns in the U.S. federal jurisdiction, as well as in various state and local jurisdictions. XpresSpa Group has open tax years for 2014 through 2016. As of December 31, 2017, all tax years for the Company’s subsidiary Innovate/Protect, Inc. are still open. The Company’s Israeli subsidiary filed its income tax returns in Israel prior to closing the business in the first quarter of 2014; there are no open tax years. On December 22, 2017, the United States government enacted the Tax Act, which makes changes to the corporate tax rate, business-related deductions and taxation of foreign earnings, among other changes, that will generally be effective for tax years beginning after December 31, 2017. As a result of the reduction to the corporate tax rate, the Company was required to remeasure its deferred tax assets and liabilities and any associated adjustment to the valuation allowance. As the Company was in a full valuation allowance in both 2017 and 2016, the net impact to the financial statements associated with the rate change was immaterial. In response to the Tax Act, the SEC staff issued guidance (SAB 118) on accounting for the tax effects of the new legislation. The guidance provides a one-year measurement period for companies to complete the accounting. The Company reflected the income tax effects of those aspects within the financial statements as provisional amounts and will continue to evaluate the impact on its financial statements as it expects Treasury to provide additional guidance and the Company will continue to pursue additional documentation to either confirm or further refine the anticipated impact of the Tax Act on the organization's financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 19. Commitments and Contingencies Litigation and legal proceedings Certain of the Company’s outstanding legal matters include speculative claims for substantial or indeterminate amounts of damages. The Company regularly evaluates developments in its legal matters that could affect the amount of any potential liability and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being any potential liability and the estimated amount of a loss related to the Company’s legal matters. With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company’s management believes that the amount or range of a potential loss will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Company evaluated the outstanding legal matters and assessed the probability and likelihood of the occurrence of liability. Based on management’s estimates, the Company recorded $ 250 671 The Company expenses legal fees in the period in which they are incurred. Wellness Cordial On January 3, 2017, XpresSpa filed a lawsuit in the Supreme Court of the State of New York, County of New York against Cordial and several related parties. The lawsuit alleges breach of contract, unjust enrichment, breach of fiduciary duty, fraudulent inducement, fraudulent concealment, tortious interference, and breach of good faith and fair dealing. On February 21, 2017, the defendants filed a motion to dismiss. On March 3, 2017, XpresSpa filed a first amended complaint against defendants. On April 5, 2017, Cordial filed a motion to dismiss. On September 12, 2017, the Court held a hearing on the motion to dismiss. On November 2, 2017, the Court granted the motion to dismiss which was entered on November 13, 2017. On December 22, 2017, XpresSpa filed a notice of appeal. In re Chen et al. On March 16, 2015, four former employees of XpresSpa who worked at locations in John F. Kennedy International Airport and LaGuardia Airport filed a putative class and collective action wage-hour litigation in the United States District Court for the Eastern District of New York, claiming that they and other spa technicians were misclassified, and that overtime was unpaid. On September 23, 2016, the Court conditionally certified the class. The parties held a mediation on February 28, 2017 and reached an agreement on a settlement in principle. On September 6, 2017, the parties entered into a settlement agreement. On September 15, 2017, the parties filed a motion for settlement approval with the Court; this motion is pending. In October 2017, XpresSpa paid the agreed-upon settlement amount to the settlement claims administrator, to be held in escrow pending a fairness hearing and final approval by the Court. Intellectual Property The Company’s intellectual property operating segment is engaged in litigation, for which no liability is recorded, as the Company does not expect a material negative outcome. Corporate Binn v. FORM Holdings Corp. et al. On November 6, 2017, Moreton Binn and Marisol F, LLC, former stockholders of XpresSpa, filed a lawsuit against the Company and its directors in the United States District Court for the Southern District of New York. The lawsuit alleges violations of various sections of the Securities Exchange Act of 1934, material omissions and misrepresentations (negligent and fraudulent), fraudulent omission, expropriation, breach of fiduciary duties, aiding and abetting, and unjust enrichment in the defendants’ conduct related to the Company’s acquisition of XpresSpa, and seeks rescission of the transaction, damages, equitable and injunctive relief, fees and costs, and various other relief. On January 17, 2018, the defendants filed a motion to dismiss the complaint. On February 7, 2018, the plaintiffs amended their complaint. On February 28, 2018, the defendants filed a motion to dismiss the amended complaint. On March 21, 2018, the plaintiffs filed an opposition to the motion to dismiss the amended complaint. The defendants’ reply in further support of the motion to dismiss the amended complaint is due March 30, 2018. The Company and its subsidiaries are involved in various other claims and legal actions that arise in the ordinary course of business. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s financial position, results of operations, liquidity, or capital resources. However, a significant increase in the number of these claims, or one or more successful claims under which the Company incurs greater liabilities than the Company currently anticipates, could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. Leases The Company is obligated under multiple lease agreements for its XpresSpa retail concessions. The lease agreements for the retail concessions have terms which expire at varying dates through December 31, 2027 and primarily require payment of rent as a percentage of sales and a minimum annual guarantee (“MAG”) rent payment. The MAG rent under the terms of the agreements range from $ 3 320 XpresSpa is contingently liable to a surety company under certain general indemnity agreements required by various airports relating to its lease agreements. XpresSpa agrees to indemnify the surety for any payments made on contracts of suretyship, guaranty, or indemnity. The Company believes that all contingent liabilities will be satisfied by its performance under the specified lease agreements. The Company’s corporate headquarters, as well as XpresSpa’s, are located in New York, NY and its lease will expire in October 2019. Rent expense from continuing operations for operating leases for years ended December 31, 2017 and 2016, were $ 7,996 485 As of December 31, 2017, future minimum commitments under noncancelable lease agreements are as follows: Years ending December 31, Amount 2018 $ 4,533 2019 3,380 2020 2,678 2021 2,046 2022 2,250 Thereafter 4,658 Total $ 19,545 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | In January 2018, the Company sold certain patents to Crypto Currency Patent Holdings Company LLC, a unit of Marathon, for approximately $ 1,250 250 250,000 1,000 180 On March 22, 2018, the Company completed the sale of Group Mobile. See “Note 17 .” |
Accounting and Reporting Poli27
Accounting and Reporting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | (a) Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with United States GAAP. The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company, and all entities in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | (b) Use of estimates The preparation of the accompanying consolidated financial statements in conformity with United States 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 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 intangibles assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrant liabilities, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies. |
Translation into United States dollars | (c) Translation into United States dollars The Company conducts certain transactions in foreign currencies, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are included in non-operating income (expense) in the consolidated statements of operations and comprehensive loss. Accounts of the foreign subsidiaries of XpresSpa are translated into United States dollars. Assets and liabilities have been translated at year end exchange rates and revenues and expenses have been translated at average monthly rates for the year. The translation adjustments arising from the use of different exchange rates are included as foreign currency translation within the consolidated statements of operations and comprehensive loss and consolidated statements of changes in stockholders’ equity. |
Cash and cash equivalents | (d) Cash and cash equivalents The Company maintains cash in checking accounts with financial institutions. The Company has established guidelines relating to diversification and maturities of its investments in order to minimize credit risk and maintain high liquidity of funds. Cash equivalents include amounts due from third party financial institutions for credit and debit card transactions. These items typically settle in less than 5 days. |
Derivative instruments | (e) Derivative instruments The Company recognizes all derivative instruments as either assets or liabilities in the consolidated balance sheets at their respective fair values. The Company's derivative instruments have been recorded as liabilities at fair value, and are revalued at each reporting date, with changes in the fair value of the instruments included in the consolidated statements of operations and comprehensive loss as non-operating income (expense). The Company reviews the terms of features embedded in non-derivative instruments to determine if such features require bifurcation and separate accounting as derivative financial instruments. Equity-linked derivative instruments are evaluated in accordance with FASB Accounting Standard Codification 815-40, “ Contracts in an Entity’s Own Equity” |
Accounts receivable | (f) Accounts receivable Accounts receivable are recorded net of an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. In developing the allowance, the Company considers historical loss experience, the overall quality of the receivable portfolio and specifically identified customer risks. The Company periodically reviews the adequacy of the allowance and the factors used in the estimation making adjustments to the estimate as necessary. Accounts receivable pertaining to continuing operations are included in other current assets in the consolidated balance sheets. As of December 31, 2017 and 2016, there was no allowance for doubtful accounts. |
Inventory | (g) Inventory All inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. Inventory is included in current assets in the consolidated balance sheets. |
Intangible assets | (h) Intangible assets Intangible assets include trade names, customer relationships, and technology, which were acquired as part of the acquisition of XpresSpa in December 2016 and are recorded based on the estimated fair value in purchase price allocation. Intangible assets also include purchased patents. The intangible assets are amortized over their estimated useful lives, which are periodically evaluated for reasonableness. Gain or loss on dispositions of intangible assets is reflected in general and administrative expense in the consolidated statements of operations 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. |
Property, Plant and Equipment, Policy | (i) Property and equipment Property and equipment is recorded at historical cost and primarily consists of leasehold improvements, furniture and fixtures, and other operating equipment. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the lesser of the lease term or economic useful life. Maintenance and repairs are charged to expense, and renovations or improvements that extend the service lives of the Company’s assets are capitalized over the lesser of the extension period or life of the improvement. Gain or loss on dispositions of property and equipment is reflected in the consolidated net loss from discontinued operations in the consolidated statements of operations |
Goodwill | (j) Goodwill Goodwill is an asset representing the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually, and when triggering events occur, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles Goodwill and Other If the fair value of the reporting unit exceeds its carrying value, then the second step of the impairment test (measurement) does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company must perform the second step of the impairment test. Under the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to an acquisition price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. A significant amount of judgment is required in performing goodwill impairment tests including estimating the fair value of a reporting unit and the implied fair value of goodwill. There were no indications of impairment as of December 31, 2017 for the Company’s continuing operations. See “Note 17 ” for impairment charges pertaining to discontinued operations for the year-ended December 31, 2017 |
Restricted cash and other assets | (k) Restricted cash and other assets Restricted cash, which is listed as its own line item in the consolidated balance sheets, represents balances at financial institutions to secure bonds and letters of credit as required by the Company’s various lease agreements. 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 8.25 11 |
Revenue recognition | (l) Revenue recognition The Company recognizes revenue from the sale of XpresSpa products and services at the point of sale, net of discounts and applicable sales taxes. Revenues from the XpresSpa wholesale and e-commerce businesses are recorded at the time goods are shipped. The Company excludes all sales taxes assessed to its customers. Sales taxes assessed on revenues are included in accounts payable, accrued expenses and other current liabilities in the consolidated balance sheets until remitted to the state agencies. Revenue from patent licensing is recognized if collectability is reasonably assured, persuasive evidence of an arrangement exists, the sales price is fixed or determinable and delivery of the service has been rendered. Currently, revenue arrangements related to intellectual property provide for the payment of contractually determined fees and other consideration for the grant of certain intellectual property rights related to the Company’s patents. These rights typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patents, (ii) the release of the licensee from certain claims, and (iii) the dismissal of any pending litigation. The intellectual property rights granted typically extend until the expiration of the related patents. Pursuant to the terms of these agreements, the Company has no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on the Company’s part to maintain or upgrade the related technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the upfront payment. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, upon receipt of the upfront fee, and when all other revenue recognition criteria have been met. |
Gift cards and customer rewards program | XpresSpa offers no-fee, non-expiring gift cards to its customers. No revenue is recognized upon issuance of a gift card and a liability is established for the gift card’s cash value. The liability is relieved and revenue is recognized upon redemption by the customer. As the gift cards have no expiration date, there is no provision for reduction in the value of unused card balances. In addition, XpresSpa maintains a rewards program in which customers earn loyalty points, which can be redeemed for future services. Loyalty points are rewarded upon joining the loyalty program, for customer birthdays, and based upon customer spending. When a customer redeems loyalty points, the Company recognizes revenue for the redeemed cash value and reduces the related loyalty program liability. The costs associated with gift cards and reward points are accrued as the rewards are earned by the cardholder and are included in accounts payable, accrued expenses and other current liabilities in the consolidated balance sheets until remitted to the state agencies. |
Segment reporting | (n) Segment reporting The Company operates in two operating segments: wellness and intellectual property. The Company’s wellness operating segment is comprised of XpresSpa, a leading airport retailer of spa services and related travel products that has 56 locations as of December 31, 2017. The Company’s intellectual property operating segment is engaged in the monetization of patents related to content and ad delivery, remote monitoring and computing technologies. The Company previously had a third operating segment, technology, which was comprised of its FLI Charge and Group Mobile businesses. The technology operating segment was discontinued due to the sale of FLI Charge in October 2017 and sale of Group Mobile in March 2018. The results of operations for FLI Charge and Group Mobile are presented in the consolidated statements of operations and comprehensive loss as consolidated net loss from discontinued operations. |
Rent expense | (o) Rent expense Minimum rent expense is recognized over the term of the lease, starting when possession of the property is taken from the landlord, which normally includes a construction period prior to the store opening. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related rent expense on a straight-line basis and records the difference between the recognized rent expense and the amounts payable under the lease as a short-term or long-term deferred rent liability. Costs related to common area maintenance, insurance, real estate taxes, and other occupancy costs the Company is obligated to pay are excluded from minimum rent expense. Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based on a percentage of sales that are in excess of a predetermined level and/or rent increase based on a change in the consumer price index or fair market value. These amounts are excluded from minimum rent and are included in the determination of rent expense when it is probable that the expense has been incurred and the amount can be reasonably estimated. |
Pre-opening costs | (p) Pre-opening costs Pre-opening and start-up activity costs, which include rent and occupancy, supplies, advertising, and other direct expenses incurred prior to the opening of a new store, are expensed in the period in which they occur. |
Cost of Sales | Cost of sales for the Company’s wellness operating segment consists of store-level costs. Store-level costs include all costs that are directly attributable to the store operations and include: · payroll and related benefits for store operations and store-level management; · rent, percentage rent and occupancy costs; · the cost of merchandise; · freight, shipping and handling costs; · production costs; · inventory shortage and valuation adjustments, including purchase price allocation increase in fair values which was recorded as part of acquisition; and · costs associated with sourcing operations. Cost of sales for the Company’s intellectual property operating segment mainly includes expenses incurred in connection with the Company’s patent licensing and enforcement activities, patent-related legal expenses paid to external patent counsel (including contingent legal fees), licensing and enforcement related research, consulting and other expenses paid to third parties, as well as related internal payroll expenses. |
Stock-based compensation | (r) Stock-based compensation Stock-based compensation is recognized as an expense in the consolidated statements of operations and comprehensive loss and such cost is measured at the grant-date fair value of the equity-settled award. The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The fair value of RSUs is calculated as of the date of grant using the grant date closing share price multiplied by the number of RSUs granted. The expense is recognized on a straight-line basis, over the requisite service period. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past. Expected volatility is estimated based on a weighted average historical volatility of the Company and comparable entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve as of the date of grant. |
Income taxes | (s) Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not more likely than not to be realized. Tax benefits related to excess deductions on stock-based compensation arrangements are recognized when they reduce taxes payable. On December 22, 2017, the United States government enacted comprehensive tax reform, commonly referred to as the Tax Cuts and Jobs Act of 2017 (“Tax Act”). The Tax Act makes changes to the corporate tax rate, business-related deductions and taxation of foreign earnings, among other changes, that will generally be effective for tax years beginning after December 31, 2017. In assessing the need for a valuation allowance, the Company looks at cumulative losses in recent years, estimates of future taxable earnings, feasibility of tax planning strategies, the ability to realize tax benefit carryforwards, and other relevant information. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable earnings. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict. In the event that actual results differ from these estimates in future periods, the Company will be required to adjust the valuation allowance. Significant judgment is required in evaluating the Company's federal, state, local, and foreign tax positions and in the determination of its tax provision. Despite management's belief that the Company's liability for unrecognized tax benefits is adequate, it is often difficult to predict the final outcome or the timing of the resolution of any particular tax matters. The Company may adjust these accruals as relevant circumstances evolve, such as guidance from the relevant tax authority, its tax advisors, or resolution of issues in the courts. The Company's tax expense includes the impact of accrual provisions and changes to accruals that it considers appropriate. These adjustments are recognized as a component of income tax expense entirely in the period in which new information is available. The Company records interest related to unrecognized tax benefits in interest expense and penalties in the consolidated statements of operations and comprehensive loss as general and administrative expenses. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
Noncontrolling interests | (t) Noncontrolling interests Noncontrolling interests represent the noncontrolling holders’ percentage share of earnings or losses from the subsidiaries, in which the Company holds a majority, but less than 100 percent, ownership interest and the results of which are included in the Company’s consolidated statements of operations and comprehensive loss. Net earnings attributable to noncontrolling interests represents the proportionate share of the noncontrolling holders' ownership in certain subsidiaries of XpresSpa. |
Net loss per common share | Basic net loss per share is computed by dividing the net loss attributable to the Company 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 attributable to the Company 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 losses in all periods presented, some potentially dilutive securities that relate to the continuing operations, including certain warrants and stock options, were not reflected in diluted net loss per share because the impact of such instruments was anti-dilutive. |
Commitments and contingencies | (v) Commitments and contingencies Liabilities for loss contingencies arising from assessments, estimates or other sources are to be recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs expected to be incurred in connection with a loss contingency are expensed as incurred. |
Reclassification | (w) Reclassification Certain balances have been reclassified to conform to presentation requirements, including presentation of discontinued operations and assets and liabilities held for disposal with respect to the Company’s FLI Charge and Group Mobile businesses, as well as consistent presentation of cost of sales and general and administrative expenses to align the presentation for operating segments. |
Fair value measurements | (x) Fair value measurements The Company measures fair value in accordance with FASB ASC 820-10, Fair Value Measurements and Disclosures Level 1 : Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 : Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 : Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
Recently issued accounting pronouncements | (y) Recently issued accounting pronouncements ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) The core principle of the new standard is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance was amended in July 2015 and is effective for annual reporting periods beginning after December 15, 2017. The Company is currently in the final stage of assessing the impact of the adoption on its consolidated financial statements. The Company does not expect for there to be an impact on revenue recognition for its wellness operating segment, as the revenue is recognized when the service is performed and payment is collected from the customer. The Company does not expect for there to be an impact on revenue recognition for its intellectual property operating segment, as revenue is recognized upon execution of a settlement and/or licensing agreement, receipt of an upfront fee, and when all other revenue recognition criteria have been met, as the Company has no further obligation, including no express or implied obligation on our part to maintain or upgrade the related technology, or provide future support or services. ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory This standard requires an entity to measure in-scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2016. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes This standard simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the consolidated balance sheet. The amendments in the update require that all deferred tax liabilities and assets be classified as noncurrent in the consolidated balance sheet. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those fiscal years and may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. The Company adopted ASU No. 2015-17 prospectively effective December 31, 2016. Adoption of this ASU did not result in any adjustment to the consolidated balance sheet as the Company records a full valuation allowance of its total deferred tax assets. ASU No. 2016-01, Financial Instruments Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities This standard which amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. With respect to the Company’s consolidated financial statements, the most significant impact relates to the accounting for equity investments. It will impact the disclosure and presentation of financial assets and liabilities. The amendments in this update are effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017. Early adoption by public entities is permitted only for certain provisions. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. ASU No. 2016-02, Leases (Topic 842) This standard provides new guidance related to accounting for leases and supersedes United States GAAP on lease accounting with the intent to increase transparency. This standard requires operating leases to be recorded on the balance sheet as assets and liabilities and requires disclosure of key information about leasing arrangements. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations and comprehensive loss. The adoption will require a modified retrospective approach as of the beginning of the earliest period presented. The new standard is effective for the fiscal year beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements, but the Company expects that it will result in a significant increase in its long-term assets and liabilities. ASU No. 2016-06, Derivatives and Hedging: Contingent Put and Call Options in Debt Instruments This standard clarifies ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting This standard provides new guidance to simplify the accounting for stock-based payments and addresses the treatment of income tax consequences including classification of awards as either equity or liabilities, and classification on the statement of cash flows in financing or operating cash flows, respectively. The standard permits the Company to elect a policy whereby forfeitures are accounted for as they occur rather than on an estimated basis. The new standard is effective for the fiscal year beginning after December 15, 2016, with early adoption permitted. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses to be incurred over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. The new standard is effective for the fiscal year beginning after December 15, 2019, with early adoption permitted. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements. ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts, Cash Payments, and Restricted Stock This standard provides new guidance to help clarify whether certain items should be categorized as operating, investing, or financing in the statement of cash flows. This ASU No. 2016-15 provides guidance on eight specific cash flow issues. The new standard is effective for the fiscal year beginning after December 15, 2017, with early adoption permitted. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business This standard provides new guidance to clarify the definition of a business by providing guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. Under the new standard, to classify the acquisition of assets as a business, there must be an input, a substantive process that results in outputs, with outputs being defined as the key elements of the business. If substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, this would not qualify as a business. The new standard is effective for the fiscal year beginning after December 15, 2017, with early adoption permitted. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements. ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This standard provides new guidance to eliminate the requirement to calculate the implied fair value of goodwill, or the Step 2 test, to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The loss recognized should not exceed the total goodwill allocated to the reporting unit. The new standard is effective for the fiscal year beginning after December 15, 2019, with early adoption permitted. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements. ASU No. 2017-09, Stock Compensation (Topic 718): Scope of Modification Accounting This standard provides guidance about which changes to the terms or conditions of a stock-based payment award require an entity to apply modification accounting in Topic 718. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this update. ASU 2017-09 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017; early adoption is permitted. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities This standard was created to provide more specific guidance and to simplify the application of hedge accounting in current U.S. GAAP to facilitate financial reporting that more closely reflects an entity’s risk management activities. The new standard is effective for the fiscal year beginning after December 15, 2018. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements. ASU No. 2018-02, Income Statement Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income This standard provides guidance on the reclassification of certain tax effects from AOCI to retained earnings in the period in which the effects of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recorded. The new standard is effective for the fiscal year beginning after December 15, 2018. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements. |
Net Loss per Share of Common 28
Net Loss per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Computation of Net Loss per Common Share | The table below presents the computation of basic and diluted net losses per share of common stock: For the years ended December 31, 2017 2016 Basic numerator: Net loss from continuing operations attributable to shares of common stock $ (16,563) $ (19,282) Net loss from discontinued operations attributable to shares of common stock (12,277) (4,724) Net loss attributable to the Company $ (28,840) $ (24,006) Basic denominator: Basic shares of common stock outstanding 22,286,983 15,167,292 Basic loss per share of common stock from continuing operations $ (0.74) $ (1.27) Basic loss per share of common stock from discontinued operations (0.55) (0.31) Basic net loss per share of common stock $ (1.29) $ (1.58) Diluted numerator: Net loss from continuing operations attributable to shares of common stock $ (16,563) $ (19,282) Net loss from discontinued operations attributable to shares of common stock (12,277) (4,724) Net loss attributable to the Company $ (28,840) $ (24,006) Diluted denominator: Diluted shares of common stock outstanding 22,286,983 15,167,292 Diluted loss per share of common stock from continuing operations $ (0.74) $ (1.27) Diluted loss per share of common stock from discontinued operations (0.55) (0.31) Diluted net loss per share of common stock $ (1.29) $ (1.58) 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: Both vested and unvested options outstanding to purchase an equal number of shares of common stock of the Company 4,317,942 3,679,101 Unvested RSUs to issue an equal number of shares of common stock of the Company 365,565 Warrants to purchase an equal number of shares of common stock of the Company 3,087,500 3,506,679 Preferred stock on an as converted basis 3,364,328 3,931,416 Conversion feature of senior secured notes 79,295 Total number of potentially dilutive instruments, excluded from the calculation of net loss per share 11,135,335 11,196,491 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | December 31, 2017 2016 Cash denominated in United States dollars $ 3,924 $ 16,981 Cash denominated in currency other than United States dollars 2,108 694 Credit and debit card receivables 336 235 $ 6,368 $ 17,910 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | Assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. The fair value of the purchase price consideration was allocated as follows: Acquisition of XpresSpa on December 23, 2016: Fair Cash $ 1,734 XSPA Common Stock 5,225 December 2016 Warrants 2,689 XSPA Preferred Stock 27,752 Total fair value of the purchase consideration $ 37,400 |
Components of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price for the acquisition was allocated to the net tangible and intangible assets based on their fair values as of the acquisition date. The excess of the purchase price over the net tangible assets and intangible assets was recorded as goodwill. The fair value of the purchase price was allocated as follows Fair Value Assets Cash and cash equivalents $ 2,114 Accounts receivable 71 Inventory 2,580 Prepaid expenses 1,216 Restricted cash 638 Property and equipment 16,308 Intangible assets 13,620 Goodwill 20,303 Security deposits for leases 392 Total assets 57,242 Liabilities Accounts payable 4,118 Accrued expenses 4,586 Debt 6,500 Total liabilities 15,204 Net assets 42,038 Noncontrolling interests (4,638) Total fair value $ 37,400 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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: December 31, 2017 December 31, 2016 Gross Accumulated Net Gross Accumulated Net Weighted average Trade name $ 13,309 $ (2,269) $ 11,040 $ 13,309 $ (49) $ 13,260 6.00 Customer relationships 312 (156) 156 312 312 2.00 Software 233 (4) 229 4.68 Patents 26,897 (26,775) 122 27,026 (26,879) 147 11.45 Total intangible assets $ 40,751 $ (29,204) $ 11,547 $ 40,647 $ (26,928) $ 13,719 |
Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for the Company’s intangible assets for each of the five succeeding years and thereafter at December 31, 2017 is as follows: Years ending December 31, Amount 2018 $ 2,438 2019 2,279 2020 2,275 2021 2,273 2022 2,219 Thereafter 63 Total $ 11,547 |
Schedule of Goodwill | The following table provides information regarding the Company’s goodwill, which relates to the acquisition of XpresSpa completed in December 2016. There were no indicators of impairment of goodwill as of December 31, 2017 for the Company’s continuing operations. See “Note 17 ” for impairment charges pertaining to discontinued operations for the year-ended December 31, 2017. Goodwill as of December 31, 2015 $ Acquisition of XpresSpa 20,303 Goodwill as of December 31, 2016 20,303 Adjustments to XpresSpa goodwill (673) Goodwill as of December 31, 2017 $ 19,630 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | For the years ended December 31, 2017 2016 Revenue Wellness $ 48,373 $ 811 Intellectual property 450 11,175 Total revenue 48,823 11,986 Cost of sales Wellness 38,986 404 Intellectual property 357 6,334 Total cost of sales 39,343 6,738 Segment operating loss Wellness (7,250) (192) Intellectual property 9 (7,740) Corporate (7,832) (9,776) Operating loss from continuing operations (15,073) (17,708) Corporate non-operating expense, net (928) (1,571) Loss from continuing operations before income taxes $ (16,001) $ (19,279) Assets Wellness $ 53,414 $ 57,527 Intellectual property 156 940 Corporate 5,224 15,894 Assets held for disposal 6,446 8,446 Total assets $ 65,240 $ 82,807 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | The following table represents the geographical revenue, regional operating loss, and total asset information as of and for the years ended December 31, 2017 and 2016. There were no concentrations of geographical revenue, regional operating loss or total assets related to any single foreign country that were material to the Company’s consolidated financial statements. For the years ended 2017 2016 Revenue United States $ 43,555 $ 11,887 All other countries 5,268 99 Total revenue 48,823 11,986 Cost of sales United States 36,201 6,697 All other countries 3,142 41 Total cost of sales 39,343 6,738 Segment operating loss United States (13,507) (17,781) All other countries (1,566) 73 Operating loss from continuing operations (15,073) (17,708) Corporate non-operating expense, net (928) (1,571) Loss from continuing operations before income taxes $ (16,001) $ (19,279) Assets United States $ 55,152 $ 71,607 All other countries 3,642 2,754 Assets held for disposal 6,446 8,446 Total assets $ 65,240 $ 82,807 |
Debt and Senior Secured Notes (
Debt and Senior Secured Notes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The table below summarizes changes in the book value of the Notes from December 31, 2015 to December 31, 2016: Book value as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73) $ 3,111 Repayments in January and February 2016 (1,190) Amortization of discount and 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 in Exchange Note Agreement, 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 50 Total fair value of the considerations provided 1,781 Book value of Notes after the Exchange Note Agreement on March 9, 2016 496 Amortization of discount and issuance costs, included in interest expense 1,253 Early repayment fee of 15% of outstanding principal of $1,749 262 Repayment of Notes in full on July 1, 2016 (2,011) Book value of Notes as of December 31, 2016 $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 December 31, 2017 and December 31, 2016: 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) December 31, 2017: May 2015 Warrants $ 34 $ $ $ 34 December 31, 2016: May 2015 Warrants $ 259 $ $ $ 259 |
Changes in Liabilities Measured at Fair Value Using Significant Unobservable Inputs | The following table summarizes the changes in the Company’s derivative warrant liabilities measured at fair value using significant unobservable inputs (Level 3) during the year ended December 31, 2017: May 2015 December 31, 2016 $ 259 Decrease in fair value of the warrants (225) December 31, 2017 $ 34 |
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. December 31, 2017: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes Volatility 39.64 % Risk-free interest rate 1.88 % Expected term, in years 2.34 Dividend yield 0.00 % December 31, 2016: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes Volatility 45.15 % Risk-free interest rate 1.57 % Expected term, in years 3.34 Dividend yield 0.00 % |
Assets and Liabilities Measured at Fair Value on Nonrecurring Basis | The following table presents the placement in the fair value hierarchy of the contingent consideration assumed by the Company following the acquisition of Excalibur Integrated Systems, Inc. (“Excalibur”), which is measured at fair value on a recurring basis: 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) December 31, 2017: Contingent consideration $ 316 $ $ $ 316 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule Of Changes In Warrants Activity | The following table summarizes information about warrant activity during the years ended December 31, 2017 and 2016: No. of warrants Weighted average Exercise December 31, 2016 3,506,679 $ 4.77 $ 3.00 17.60 Granted $ $ 3.00 Exercised Expired (419,179) $ 17.60 $ 17.60 December 31, 2017 3,087,500 $ 3.03 $ 3.00 5.00 |
Schedule Of Warrants Outstanding | The Company’s outstanding equity warrants as of December 31, 2017 consist of the following: No. outstanding Exercise price Remaining Expiration Date October 2015 Warrants 50,000 $ 5.00 3.29 years April 15, 2021 December 2016 Warrants 2,500,000 $ 3.00 3.98 years December 23, 2021 Outstanding as of December 31, 2017 2,550,000 The Company’s outstanding derivative warrants as of December 31, 2017 consist of the following: No. outstanding Exercise price Remaining Expiration Date May 2015 Warrants 537,500 $ 3.00 2.34 years May 4, 2020 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stock Options and Restricted Stock Units Activity | The following tables summarize information about stock options and RSU activity during the year ended December 31, 2017: RSUs Options No. of Weighted average No. of Weighted Exercise Weighted average Outstanding as of January 1, 2017 3,679,101 $ 7.60 $ 1.55 55.00 $ 5.41 Granted 400,942 $ 2.12 1,595,000 $ 2.09 $ 1.10 2.15 $ 0.92 Vested/Exercised Forfeited (35,377) $ 2.12 (939,791) $ 6.52 $ 1.55 41.00 $ 4.29 Expired (16,368) $ 43.66 $ 9.94 55.00 $ 22.02 Outstanding as of December 31, 2017 365,565 $ 2.12 4,317,942 $ 5.67 $ 1.10 41.00 $ 3.86 Exercisable as of December 31, 2017 3,011,692 $ 7.33 $ 1.55 41.00 |
Schedule of Nonvested Share Activity | Non-vested stock options: Non-vested RSU: No. of options Weighted average No. of RSUs Weighted average Balance at January 1, 2017 2,011,667 $ 1.78 $ Granted 1,595,000 $ 0.92 400,942 $ 2.12 Vested (1,609,792) $ 1.20 Forfeited (690,625) $ 1.33 (35,377) $ 2.12 Balance at December 31, 2017 1,306,250 $ 1.19 365,565 $ 2.12 |
Employee and Non-Employee Stock Options | The following table summarizes information about employee and non-employee stock options outstanding as of December 31, 2017: Exercise price range No. options outstanding No. options exercisable Weighted average remaining $ 0.01-10.00 3,786,376 2,480,126 5.92 $ 10.00-20.00 65,566 65,566 0.20 $ 20.00-30.00 40,000 40,000 5.57 $ 30.00-40.00 369,500 369,500 5.35 $ 40.00-50.00 56,500 56,500 6.14 4,317,942 3,011,692 |
Directors and Employees [Member] | |
Schedule of Options Granted | The following table illustrates the stock options granted during the year ended December 31, 2017: Title Grant date No. of Exercise Fair market value at Vesting terms Assumptions used in Directors, management, and employees January 2017 1,545,000 $2.12 $2.15 $0.89 $0.96 Over one year for directors; Over three years for management and employees Volatility: 44.27% 44.90% Consultant December 2017 50,000 $1.10 $0.65 Over three years Volatility: 48.33% |
Consultant [Member] | |
Schedule of Options Granted | The following table illustrates the RSUs granted during the year ended December 31, 2017. Title Grant date No. of RSUs Fair market Vesting term Management and employees January 2017 400,942 $ 2.12 Over one year, vesting on one-year anniversary of grant date |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table summarizes information about property and equipment activity during the years ended December 31, 2017 and 2016: Balance of property and equipment as of December 31, 2015 $ Additions 75 Additions from XpresSpa acquisition 16,308 Depreciation expense (117) Balance of property and equipment as of December 31, 2016 16,266 Additions 5,104 Depreciation expense (5,573) Balance of property and equipment as of December 31, 2017 $ 15,797 |
Public Utility Property, Plant, and Equipment | December 31, 2017 2016 Useful Life Furniture and fixtures $ 1,164 $ 716 3-4 years Leasehold improvements 17,704 14,732 Average 5-8 years Other operating equipment 1,488 935 Maximum 5 years 20,356 16,383 Accumulated depreciation (4,559) (117) Total property and equipment, net $ 15,797 $ 16,266 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Other Current Assets | As of December 31, 2017, and 2016, the Company’s other current assets were comprised of the following: December 31, 2017 2016 Prepaid expenses $ 1,212 $ 1,536 Notes receivable 800 Other 108 101 Total other current assets $ 2,120 $ 1,637 |
Accounts Payable, Accrued Exp39
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities | As of December 31, 2017, and 2016, the Company’s accounts payable, accrued expenses and other current liabilities were comprised of the following: December 31, 2017 2016 Accounts payable $ 3,362 $ 5,170 Accrued expenses 3,160 3,175 Accrued compensation 1,074 1,324 Tax-related liabilities 615 673 Gift certificates and loyalty reward program liabilities 474 605 Other 51 43 Total accounts payable, accrued expenses and other current liabilities $ 8,736 $ 10,990 |
Discontinued Operations and A40
Discontinued Operations and Assets and Liabilities Held for Disposal (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The following table represents the components of operating results from discontinued operations, as presented in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2017 and December 31, 2016: For the years ended December 31, 2017 2016 Revenue $ 15,454 $ 6,988 Cost of sales (12,373) (6,081) Depreciation and amortization (770) (528) Impairment (8,577) General and administrative (5,986) (5,088) Non-operating expense (13) (15) Loss from discontinued operations before income taxes (12,265) (4,724) Income tax expense (12) Consolidated net loss from discontinued operations $ (12,277) $ (4,724) In addition, the following table presents the carrying amounts of the major classes of assets and liabilities held for sale as of December 31, 2017 and December 31, 2016, as presented in the consolidated balance sheets. December 31, 2017 2016 Cash $ 150 $ Accounts receivable, net 2,920 373 Inventory 1,935 437 Other current assets 3 681 Property and equipment, net 874 201 Intangible assets, net 564 1,891 Goodwill 4,863 Assets held for disposal $ 6,446 $ 8,446 Accounts payable, accrued expenses and other current liabilities $ 3,142 $ 640 Deferred revenue 619 143 Liabilities held for disposal $ 3,761 $ 783 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2017 and 2016, the loss from continuing operations before income taxes consists of the following: 2017 2016 Domestic $ (16,536) $ (19,318) Foreign 535 39 $ (16,001) $ (19,279) |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense attributable to continuing and discontinued operations for the years ended December 31, 2017 and 2016 consisted of the following: 2017 2016 Continuing operations Current: Federal $ $ State Foreign 62 Deferred: Federal 49 State Foreign $ 111 $ 2017 2016 Discontinued operations Current: Federal $ 11 $ State 1 Foreign Deferred: Federal State Foreign $ 12 $ |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense attributable to continuing operations differed from the amounts computed by applying the applicable United States federal income tax rate to loss from continuing operations before taxes on income as a result of the following: For the years ended December 31, 2017 2016 Loss from continuing operations before income taxes $ (16,001) $ (19,279) Tax rate 35 % 35 % Computed “expected” tax benefit (5,600) (6,748) State taxes, net of federal income tax benefit (647) Change in valuation allowance (19,554) 6,454 Nondeductible expenses 800 270 Tax Reform Rate impact 24,486 Other items 626 24 Income tax expense for continuing operations $ 111 $ |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Deferred income tax assets Net operating loss carryforwards $ 35,743 $ 49,433 Stock-based compensation 4,238 6,125 Intangible assets and other 1,020 3,356 Net deferred income tax assets 41,001 58,914 Less: Valuation allowance (41,209) (58,914) Net deferred income tax assets $ (208) $ |
Summary of Valuation Allowance | The following table presents the changes to the valuation allowance during the years presented: As of January 1, 2016 $ 50,807 Charged to cost and expenses continuing operations 9,468 Charged to cost and expenses discontinued operations Return to provision true-up and other (1,361) As of December 31, 2016 58,914 Charged to cost and expenses continuing operations (19,206) Charged to cost and expenses discontinued operations 1,455 Return to provision true-up and other 46 As of December 31, 2017 $ 41,209 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Lease Payments Under Non Cancelable Operating Leases | As of December 31, 2017, future minimum commitments under noncancelable lease agreements are as follows: Years ending December 31, Amount 2018 $ 4,533 2019 3,380 2020 2,678 2021 2,046 2022 2,250 Thereafter 4,658 Total $ 19,545 |
General (Additional Information
General (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Jul. 26, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 05, 2018 | |
Common Stock, Par Or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||
Wellness Services Revenue | $ 48,373 | $ 811 | |||
Intellectual Property segment revenue | 450 | 11,175 | |||
Proceeds from Sale of Intangible Assets | $ 150 | $ 0 | |||
Stock Issued During Period, Shares, New Issues | 6,900,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,317,942 | 3,679,101 | |||
Shares Issued, Price Per Share | $ 1.10 | ||||
Proceeds from Issuance of Common Stock | $ 6,584 | $ 6,584 | $ 0 | ||
Finite-lived Intangible Assets Sold | $ 150 | ||||
Over-Allotment Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 900,000 | ||||
Shares Issued, Price Per Share | $ 1.023 | ||||
Subsequent Event [Member] | |||||
Common Stock, Par Or Stated Value Per Share | $ 0.01 | ||||
Lock Up period Of Common Stock | 180 days | ||||
Patents [Member] | Crypto Currency Patent Holdings Company LLC [Member] | Subsequent Event [Member] | |||||
Proceeds from Sale of Intangible Assets | $ 250 | ||||
Number of Common Stock Acquired for Sale of Intangible Assets | 250,000 | ||||
Value of Common Stock Acquired for Sale of Intangible Assets | $ 1,000 | ||||
Finite-lived Intangible Assets Sold | $ 1,250 |
Accounting and Reporting Poli44
Accounting and Reporting Policies (Additional Information) (Details) | Mar. 31, 2017 | Feb. 18, 2014 |
InfoMedia Services Limited [Member] | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 8.25% | |
Infomedia [Member] | Minimum [Member] | ||
Cost Method Investment Ownership Percentage | 8.25% | |
Infomedia [Member] | Maximum [Member] | ||
Cost Method Investment Ownership Percentage | 11.00% |
Net Loss per Share of Common 45
Net Loss per Share of Common Stock (Computation of basic and diluted net losses per common share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share Disclosure [Line Items] | ||
Net loss attributable to the Company | $ (28,840) | $ (24,006) |
Basic shares of common stock outstanding | 22,286,983 | 15,167,292 |
Basic net loss per common stock share | $ (1.29) | $ (1.58) |
Diluted shares of common stock outstanding | 22,286,983 | 15,167,292 |
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 | 11,135,335 | 11,196,491 |
Convertible Preferred Stock [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 | 3,364,328 | 3,931,416 |
Basic Numerator [Member] | ||
Earnings Per Share Disclosure [Line Items] | ||
Net loss from continuing operations attributable to shares of common stock | $ (16,563) | $ (19,282) |
Net loss from discontinued operations attributable to shares of common stock | (12,277) | (4,724) |
Net loss attributable to the Company | $ (28,840) | $ (24,006) |
Basic Denominator [Member] | ||
Earnings Per Share Disclosure [Line Items] | ||
Basic shares of common stock outstanding | 22,286,983 | 15,167,292 |
Basic loss per share of common stock from continuing operations | $ (0.74) | $ (1.27) |
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: | ||
Basic loss per share of common stock from discontinued operations | $ (0.55) | $ (0.31) |
Diluted Numerator [Member] | ||
Earnings Per Share Disclosure [Line Items] | ||
Net loss from discontinued operations attributable to shares of common stock | $ (12,277) | $ (4,724) |
Net loss attributable to the Company | $ (16,563) | $ (19,282) |
Diluted Denominator [Member] | ||
Earnings Per Share Disclosure [Line Items] | ||
Diluted shares of common stock outstanding | 22,286,983 | 15,167,292 |
Diluted loss per share of common stock from continuing operations | $ (0.74) | $ (1.27) |
Diluted loss per common stock share from discontinued operations | (0.55) | (0.31) |
Diluted net loss per share of common stock | $ (1.29) | $ (1.58) |
Vested and unvested options outstanding 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 | 4,317,942 | 3,679,101 |
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 | 365,565 | 0 |
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 | 3,087,500 | 3,506,679 |
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 | 79,295 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cash and Cash Equivalents [Line Items] | |||
Cash denominated in United States dollars | $ 3,924 | $ 16,981 | |
Cash denominated in currency other than United States dollars | 2,108 | 694 | |
Credit and debit card receivables | 336 | 235 | |
Cash and Cash Equivalents, at Carrying Value | $ 6,368 | $ 17,910 | $ 24,951 |
Business Combinations (Addition
Business Combinations (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Oct. 31, 2017 | Apr. 30, 2017 | Feb. 28, 2017 | Dec. 23, 2016 | Dec. 31, 2017 | Jul. 26, 2017 | Dec. 31, 2016 | |
Business Combination [Line Items] | |||||||
Common Stock, Par Or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Equity Method Investment, Ownership Percentage | 67.00% | ||||||
Shares Issued, Price Per Share | $ 1.10 | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | $ 235 | ||||||
XpresSpa Holdings LLC [Member] | |||||||
Business Combination [Line Items] | |||||||
Common Stock, Par Or Stated Value Per Share | $ 3 | ||||||
Aggregate of shares of common stock purchased by warrant | 2,500,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | ||||||
Payments to Acquire Businesses, Gross | $ 1,734 | ||||||
Shares Held In Escrow | 230,208 | ||||||
Fair Value Adjustment of Warrants | $ 11,050 | ||||||
Business Combination, Consideration Transferred | $ 37,400 | ||||||
Shares Issued, Price Per Share | $ 2.09 | ||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $ 4,638 | ||||||
Business Combination, Acquisition Related Costs | $ 37,400 | $ 2,597 | |||||
XpresSpa Holdings LLC [Member] | General and Administrative Expense [Member] | |||||||
Business Combination [Line Items] | |||||||
Business Combination, Acquisition Related Costs | 1,353 | ||||||
Common Stock [Member] | XpresSpa Holdings LLC [Member] | |||||||
Business Combination [Line Items] | |||||||
Common Stock, Par Or Stated Value Per Share | $ 0.01 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,500,000 | ||||||
Retained Earnings [Member] | XpresSpa Holdings LLC [Member] | |||||||
Business Combination [Line Items] | |||||||
Business Combination, Acquisition Related Costs | $ 1,244 | ||||||
Series D Preferred Stock [Member] | XpresSpa Holdings LLC [Member] | |||||||
Business Combination [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 491,427 | 494,792 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 3,931,416 | ||||||
Convertible Preferred Stock, Conversion Price | $ 6 | ||||||
Preferred Stock, Liquidation Preference, Value | $ 23,588 | $ 23,750 | |||||
Cumulative Preferred Stock [Member] | |||||||
Business Combination [Line Items] | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Number of Shares | 16,219 | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Equity Interests | $ 908 |
Business Combinations (Assets A
Business Combinations (Assets Acquired And Liabilities) (Details) - XpresSpa Holdings LLC [Member] $ in Thousands | 1 Months Ended |
Dec. 23, 2016USD ($) | |
Cash | $ 1,734 |
Total fair value of the purchase consideration | 37,400 |
Common Stock [Member] | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 5,225 |
Warrant [Member] | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 2,689 |
Series D Convertible Preferred Stock [Member] | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 27,752 |
Business Combinations (Purchase
Business Combinations (Purchase Price The Net Tangible assets And Intangible Assets Allocation) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 23, 2016 | Dec. 31, 2015 |
Assets | ||||
Goodwill | $ 19,630 | $ 20,303 | $ 0 | |
XpresSpa Holdings LLC [Member] | ||||
Assets | ||||
Cash and cash equivalents | $ 2,114 | |||
Accounts receivable | 71 | |||
Inventory | 2,580 | |||
Prepaid expenses | 1,216 | |||
Restricted cash | 638 | |||
Property and equipment | 16,308 | |||
Intangible assets | 13,620 | |||
Goodwill | 20,303 | |||
Security deposits for leases | 392 | |||
Total assets | 57,242 | |||
Liabilities | ||||
Accounts payable | 4,118 | |||
Accrued expenses | 4,586 | |||
Debt | 6,500 | |||
Total liabilities | 15,204 | |||
Net assets | 42,038 | |||
Noncontrolling interests | (4,638) | |||
Total fair value | $ 37,400 |
Intangible Assets and Goodwil50
Intangible Assets and Goodwill (Additional Information) (Details) - USD ($) $ in Thousands | May 06, 2016 | Dec. 05, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||||
Carrying Value Percentage Of Patents | 88.70% | |||
Impairment of Intangible Assets (Excluding Goodwill) | $ 11,937 | |||
Finite-Lived Intangible Assets, Net | $ 1,526 | $ 11,547 | $ 13,719 | |
Amortization And Impairment Of Intangible Assets | 2,403 | 13,146 | ||
Nokia Corporation [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Increase (Decrease) in Royalties Payable | $ 1,750 | |||
Patents [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Net | 1,186 | $ 122 | 147 | |
Gain (Loss) on Disposition of Intangible Assets | $ 564 | |||
Patents [Member] | Nokia Corporation [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Net | $ 50 |
Intangible Assets and Goodwil51
Intangible Assets and Goodwill (Schedule of Finite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 05, 2016 | May 06, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 40,751 | $ 40,647 | ||
Accumulated Amortization | (29,204) | (26,928) | ||
Finite-Lived Intangible Assets, Net | 11,547 | 13,719 | $ 1,526 | |
Patents [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 26,897 | 27,026 | ||
Accumulated Amortization | (26,775) | (26,879) | ||
Finite-Lived Intangible Assets, Net | $ 122 | 147 | $ 1,186 | |
Weighted average amortization period (years) | 11 years 5 months 12 days | |||
Customer relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 312 | 312 | ||
Accumulated Amortization | (156) | 0 | ||
Finite-Lived Intangible Assets, Net | $ 156 | 312 | ||
Weighted average amortization period (years) | 2 years | |||
Trade name [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 13,309 | 13,309 | ||
Accumulated Amortization | (2,269) | (49) | ||
Finite-Lived Intangible Assets, Net | $ 11,040 | 13,260 | ||
Weighted average amortization period (years) | 6 years | |||
Software [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 233 | 0 | ||
Accumulated Amortization | (4) | 0 | ||
Finite-Lived Intangible Assets, Net | $ 229 | $ 0 | ||
Weighted average amortization period (years) | 4 years 8 months 5 days |
Intangible Assets and Goodwil52
Intangible Assets and Goodwill (Schedule of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | May 06, 2016 |
2,018 | $ 2,438 | ||
2,019 | 2,279 | ||
2,020 | 2,275 | ||
2,021 | 2,273 | ||
2,022 | 2,219 | ||
Thereafter | 63 | ||
Finite-Lived Intangible Assets, Net | $ 11,547 | $ 13,719 | $ 1,526 |
Intangible Assets and Goodwil53
Intangible Assets and Goodwill (Company's Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill as of beginning balance | $ 20,303 | $ 0 |
Adjustments to XpresSpa goodwill | (673) | |
Goodwill as of ending balance | $ 19,630 | 20,303 |
XpresSpa Goodwill [Member] | ||
Acquisition of XpresSpa | $ 20,303 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | ||
Total revenue | $ 48,823 | $ 11,986 |
Cost of sales | ||
Cost of Revenue | 39,343 | 6,738 |
Segment operating loss | ||
Operating Loss | (15,073) | (17,708) |
Corporate non-operating expense, net | (928) | (1,571) |
Loss from continuing operations before income taxes | (16,001) | (19,279) |
Assets | ||
Total assets | 65,240 | 82,807 |
Assets held for disposal | 6,446 | 8,446 |
Corporate | ||
Segment operating loss | ||
Operating Loss | (7,832) | (9,776) |
Assets | ||
Total assets | 5,224 | 15,894 |
Intellectual property | ||
Revenue | ||
Total revenue | 450 | 11,175 |
Cost of sales | ||
Cost of Revenue | 357 | 6,334 |
Segment operating loss | ||
Operating Loss | 9 | (7,740) |
Assets | ||
Total assets | 156 | 940 |
Wellness | ||
Revenue | ||
Total revenue | 48,373 | 811 |
Cost of sales | ||
Cost of Revenue | 38,986 | 404 |
Segment operating loss | ||
Operating Loss | (7,250) | (192) |
Assets | ||
Total assets | $ 53,414 | $ 57,527 |
Segment Information (Geographic
Segment Information (Geographical Revenue, Segment Operating Loss and Total Asset Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | ||
Total revenue | $ 48,823 | $ 11,986 |
Cost of sales | ||
Total cost of sales | 39,343 | 6,738 |
Segment operating loss | ||
Total segment operating loss | (15,073) | (17,708) |
Corporate non-operating expense, net | (928) | (1,571) |
Total | (16,001) | (19,279) |
Assets | ||
Total assets | 65,240 | 82,807 |
Assets held for disposal | 6,446 | 8,446 |
United States | ||
Revenue | ||
Total revenue | 43,555 | 11,887 |
Cost of sales | ||
Total cost of sales | 36,201 | 6,697 |
Segment operating loss | ||
Total segment operating loss | (13,507) | (17,781) |
Assets | ||
Total assets | 55,152 | 71,607 |
All other countries | ||
Revenue | ||
Total revenue | 5,268 | 99 |
Cost of sales | ||
Total cost of sales | 3,142 | 41 |
Segment operating loss | ||
Total segment operating loss | (1,566) | 73 |
Assets | ||
Total assets | $ 3,642 | $ 2,754 |
Revenue from Settlements and 56
Revenue from Settlements and Licensing Agreements (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
May 30, 2016 | Dec. 31, 2017 | |
Finite-lived Intangible Assets Sold | $ 150 | |
Confidential License Agreement [Member] | ||
Proceeds from License Fees Received | $ 8,900 | |
Intellectual Property [Member] | ||
Proceeds from License Fees Received | $ 300 |
Debt and Senior Secured Notes57
Debt and Senior Secured Notes (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||
May 31, 2017 | Jan. 31, 2017 | Dec. 23, 2016 | Jul. 31, 2016 | Mar. 09, 2016 | Feb. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument, Face Amount | $ 1,749 | |||||||
Additional Payment Percentage On Early Repayment | 15.00% | |||||||
Payments of Debt Issuance Costs | 50 | $ 0 | $ 50 | |||||
Repayments of Debt | $ 2,011 | $ 1,190 | 0 | 2,011 | ||||
Debt Instrument, Maturity Date, Description | May 1, 2018 to May 1, 2019 | |||||||
XpresSpa Engagement [Member] | ||||||||
Payments For Interest Expenses | 731 | |||||||
Debt Instrument, Face Amount | 6,500 | 6,500 | ||||||
Interest Expense, Debt | $ 16 | $ 731 | 100 | |||||
Debt Instrument, Maturity Date Range, Start | May 1, 2018 | |||||||
Debt Instrument, Maturity Date Range, End | May 1, 2019 | |||||||
Maximum [Member] | ||||||||
Unsecured Debt | $ 1,000 | |||||||
Convertible Debt | 5,000 | |||||||
Senior Notes [Member] | ||||||||
Unregistered Common Stock Issued For Forgiveness of Interest on Debt | $ 49 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 703,644 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 1,267 | |||||||
Long Term Debt Covenant Minimum Cash Balance | 2,900 | |||||||
Senior Notes [Member] | Maximum [Member] | ||||||||
Convertible Notes Payable | 3,016 | |||||||
Senior Notes [Member] | Minimum [Member] | ||||||||
Convertible Notes Payable | $ 1,749 | |||||||
Warrant [Member] | ||||||||
New Conversion Price Of Warrants | $ 3 | |||||||
Old Conversion Price Of Warrants | $ 10 | |||||||
XpresSpa Holdings LLC [Member] | ||||||||
Payments For Interest Expenses | $ 100 | |||||||
Debt Instrument, Face Amount | $ 6,500 | |||||||
Interest Expense, Debt | $ 16 | |||||||
Secured Debt, Current | $ 6,500 | |||||||
Rockmore Investment Master Fund Ltd [Member] | ||||||||
Debt Instrument, Maturity Date | May 1, 2019 | |||||||
Debt Instrument, Interest Rate, Basis for Effective Rate | ⋅ 9.24% annual interest, calculated on a monthly basis, which is payable in arrears on the last business day of each month plus⋅ 2% annual interest, calculated on a monthly basis, which accrues monthly and becomes due and payable on the Debt anniversary dates. | |||||||
Debt Instrument, Interest Rate Terms | the interest decreases to 10.5% per year (8.5% payable in monthly installments and 2% payable annually) after the Company extended the maturity date of the Debt to May 1, 2019. | |||||||
Debt Instrument Penalty, Percentage | 4.00% | |||||||
Debt Instrument, Face Amount | $ 6,500 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.24% |
Debt and Senior Secured Notes58
Debt and Senior Secured Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Jul. 31, 2016 | Mar. 09, 2016 | Feb. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Book value as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73) | $ 3,111 | $ 0 | $ 3,111 | ||
Amortization of discount and 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 in Exchange Note Agreement, including: | |||||
Restructuring fee paid | 50 | 0 | 50 | ||
Book value of Notes after the Exchange Note Agreement on March 9, 2016 | $ 496 | ||||
Early repayment fee of 15% of outstanding principal of $1,749 | 262 | ||||
Repayment of debt and line of credit | $ (2,011) | $ (1,190) | $ 0 | (2,011) | |
Book value of Notes as of December 31, 2016 | 0 | ||||
Investor [Member] | |||||
Fair value of the considerations provided in Exchange Note Agreement, 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 | 50 | ||||
Total fair value of the considerations provided | $ 1,781 |
Debt and Senior Secured Notes59
Debt and Senior Secured Notes (Parenthetical) (Details) - USD ($) $ in Thousands | 2 Months Ended | |
Mar. 09, 2016 | Dec. 31, 2015 | |
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 (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - Warrant [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Liabilities | ||
Derivative liabilities | $ 34 | $ 259 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value Inputs Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities | $ 34 | $ 259 |
Fair Value Measurements (Change
Fair Value Measurements (Changes In Company's Liabilities Measured At Fair Value Using Significant Unobservable Inputs) (Details) - May 2015 Warrants [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Derivative Liability, Beginning period | $ 259 |
Decrease in fair value of the warrants | (225) |
Derivative Liability, Ending period | $ 34 |
Fair Value Measurements (Based
Fair Value Measurements (Based Upon Sensitivity and Nature of Inputs) (Details) - May 2015 Warrants [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 39.64% | 45.15% |
Risk free interest rate | 1.88% | 1.57% |
Expected term, in years | 2 years 4 months 2 days | 3 years 4 months 2 days |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Intang
Fair Value Measurements (Intangible Assets Measured At Fair Value On A Non-Recurring Basis) (Details) - Contingent consideration [Member] $ in Thousands | Dec. 31, 2017USD ($) |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis, Alternative [Abstract] | |
Liabilities, Fair Value Disclosure, Nonrecurring | $ 316 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis, Alternative [Abstract] | |
Liabilities, Fair Value Disclosure, Nonrecurring | 0 |
Fair Value Inputs Level 3 [Member] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis, Alternative [Abstract] | |
Liabilities, Fair Value Disclosure, Nonrecurring | 316 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis, Alternative [Abstract] | |
Liabilities, Fair Value Disclosure, Nonrecurring | $ 0 |
Warrants (Schedule Of Changes I
Warrants (Schedule Of Changes In Warrants Activity) (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Warrants [Line Items] | |
Outstanding, Opening Balance | shares | 3,506,679 |
Granted | shares | 0 |
Exercised | shares | 0 |
Expired | shares | (419,179) |
Outstanding, Ending Balance | shares | 3,087,500 |
Weighted average exercise price, Beginning Balance | $ 4.77 |
Weighted average exercise price, Granted | 0 |
Weighted average exercise price, Exercised | 0 |
Weighted average exercise price, Expired | 17.6 |
Weighted average exercise price, Ending Balance | 3.03 |
Exercise price range, Granted | 3 |
Exercise price range, Exercised | 0 |
Exercise price range, Expired | 17.6 |
Minimum [Member] | |
Warrants [Line Items] | |
Exercise price range, Beginning Balance | 3 |
Exercise price range, Ending Balance | 3 |
Maximum [Member] | |
Warrants [Line Items] | |
Exercise price range, Beginning Balance | 17.60 |
Exercise price range, Ending Balance | $ 5 |
Warrants (Schedule of Warrants
Warrants (Schedule of Warrants Outstanding) (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Warrants [Line Items] | |
No. outstanding | 2,550,000 |
December 2016 Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 2,500,000 |
Exercise price | $ / shares | $ 3 |
Remaining contractual life | 3 years 11 months 23 days |
Expiration Date | December 23, 2021 |
May 2015 Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 537,500 |
Exercise price | $ / shares | $ 3 |
Remaining contractual life | 2 years 4 months 2 days |
Expiration Date | May 4, 2020 |
October 2015 Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 50,000 |
Exercise price | $ / shares | $ 5 |
Remaining contractual life | 3 years 3 months 14 days |
Expiration Date | April 15, 2021 |
Stock-based Compensation (Addit
Stock-based Compensation (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders Equity [Line Items] | ||
Allocated Share-Based Compensation Expense | $ 2,745 | $ 2,570 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 14 | 1,636 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | 514 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 1,932 | 1,703 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 3 months 25 days | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1,558 | |
Discontinued Operations [Member] | ||
Stockholders Equity [Line Items] | ||
Allocated Share-Based Compensation Expense | $ 568 | $ 122 |
Maximum [Member] | ||
Stockholders Equity [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 7,100,000 | |
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 | 2,111,437 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,560,000 |
Stock-based Compensation (Sched
Stock-based Compensation (Schedule Of Common Stock Options Granted) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders Equity [Line Items] | ||
Exercise price | $ 5.67 | $ 7.6 |
Fair market value at grant date | $ 0.92 | |
Restricted Stock Units (RSUs) [Member] | ||
Stockholders Equity [Line Items] | ||
No. of RSUs | 400,942 | |
Maximum [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price | $ 41 | 55 |
Minimum [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price | $ 1.10 | $ 1.55 |
Consultant [Member] | Employee Stock Option [Member] | ||
Stockholders Equity [Line Items] | ||
Grant Date | December 2,017 | |
No. of RSUs | 50,000 | |
Exercise price | $ 1.10 | |
Fair market value at grant date | $ 0.65 | |
Vesting terms | Over three years | |
Volatility Rate | 48.33% | |
Risk free interest rate | 2.35% | |
Expected term, in years | 10 years | |
Dividend yield | 0.00% | |
Directors, management, and employees [Member] | Employee Stock Option [Member] | ||
Stockholders Equity [Line Items] | ||
Grant Date | January 2,017 | |
No. of RSUs | 1,545,000 | |
Vesting terms | Over one year for directors; Over three years for management and employees | |
Volatility Rate, Minimum | 44.27% | |
Volatility Rate, Maximum | 44.90% | |
Risk free interest rate, Minimum | 1.95% | |
Risk free interest rate, Maximum | 2.16% | |
Dividend yield | 0.00% | |
Directors, management, and employees [Member] | Maximum [Member] | Employee Stock Option [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price | $ 2.15 | |
Fair market value at grant date | $ 0.96 | |
Expected term, in years | 5 years 9 months 14 days | |
Directors, management, and employees [Member] | Minimum [Member] | Employee Stock Option [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price | $ 2.12 | |
Fair market value at grant date | $ 0.89 | |
Expected term, in years | 5 years 3 months 14 days | |
Management and employees [Member] | Restricted Stock Units (RSUs) [Member] | ||
Stockholders Equity [Line Items] | ||
Grant Date | January 2,017 | |
No. of RSUs | 400,942 | |
Fair market value at grant date | $ 2.12 | |
Vesting terms | Over one year, vesting on one-year anniversary of grant date |
Stock-based Compensation (Stock
Stock-based Compensation (Stock options and RSU activity) (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Stockholders Equity [Line Items] | |
No. of options, Outstanding as of January 1, 2017 | shares | 3,679,101 |
No. of options, Granted | shares | 1,595,000 |
No. of options, Vested/Exercised | shares | 0 |
No. of options, Forfeited | shares | (939,791) |
No. of options, Expired | shares | (16,368) |
No. of options, Outstanding as of December 31, 2017 | shares | 4,317,942 |
No. of options, Exercisable as of December 31, 2017 | shares | 3,011,692 |
Exercise price range, Outstanding as of January 1, 2017 | $ 7.6 |
Exercise price range, Granted | 2.09 |
Exercise price range, Vested/Exercised | 0 |
Exercise price range, Forfeited | 6.52 |
Exercise price range, Expired | 43.66 |
Exercise price range, Outstanding as of December 31, 2017 | 5.67 |
Exercise price range, Exercisable as of December 31, 2017 | 7.33 |
Weighted average grant date fair value, Balance at January 1, 2017 | 5.41 |
Weighted average grant date fair value, Granted | 0.92 |
Weighted average grant date fair value, Vested/Exercised | 0 |
Weighted average grant date fair value, Forfeited | 4.29 |
Weighted average grant date fair value, Expired | 22.02 |
Weighted average grant date fair value, Balance at December 31, 2017 | $ 3.86 |
Restricted Stock [Member] | |
Stockholders Equity [Line Items] | |
Outstanding, Opening Balance | shares | 0 |
No. of RSUs, Granted | shares | 400,942 |
No. of RSUs, Vested/Exercised | shares | 0 |
No. of RSUs, Forfeited | shares | (35,377) |
No. of RSUs, Expired | shares | 0 |
Outstanding, Ending Balance | shares | 365,565 |
No. of RSUs, Exercisable as of December 31, 2017 | shares | 0 |
Weighted average grant date fair value, Balance at January 1, 2017 | $ 0 |
Weighted average grant date fair value, Granted | 2.12 |
Weighted average grant date fair value, Vested/Exercised | 0 |
Weighted average grant date fair value, Forfeited | 2.12 |
Weighted average grant date fair value, Expired | 0 |
Weighted average grant date fair value, Balance at December 31, 2017 | 2.12 |
Minimum [Member] | |
Stockholders Equity [Line Items] | |
Exercise price range, Outstanding as of January 1, 2017 | 1.55 |
Exercise price range, Granted | 1.10 |
Exercise price range, Forfeited | 1.55 |
Exercise price range, Expired | 9.94 |
Exercise price range, Outstanding as of December 31, 2017 | 1.10 |
Exercise price range, Exercisable as of December 31, 2017 | 1.55 |
Maximum [Member] | |
Stockholders Equity [Line Items] | |
Exercise price range, Outstanding as of January 1, 2017 | 55 |
Exercise price range, Granted | 2.15 |
Exercise price range, Forfeited | 41 |
Exercise price range, Expired | 55 |
Exercise price range, Outstanding as of December 31, 2017 | 41 |
Exercise price range, Exercisable as of December 31, 2017 | $ 41 |
Stock-based Compensation (Summa
Stock-based Compensation (Summary of Non-vested stock options) (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Number of Options, Granted | shares | 1,595,000 |
Weighted average grant date fair value, Balance at January 1, 2017 | $ 5.41 |
Weighted average grant date fair value, Granted | 0.92 |
Weighted average grant date fair value, Vested | 0 |
Weighted average grant date fair value, Forfeited | 4.29 |
Weighted average grant date fair value, Balance at December 31, 2017 | $ 3.86 |
Restricted Stock Units (RSUs) [Member] | |
Outstanding, Opening Balance | shares | 0 |
No. of RSUs, Granted | shares | 400,942 |
No. of RSUs, Vested | shares | 0 |
No. of RSUs, Forfeited | shares | (35,377) |
Outstanding, Ending Balance | shares | 365,565 |
Weighted average grant date fair value, Balance at January 1, 2017 | $ 0 |
Weighted average grant date fair value, Granted | 2.12 |
Weighted average grant date fair value, Vested | 0 |
Weighted average grant date fair value, Forfeited | 2.12 |
Weighted average grant date fair value, Balance at December 31, 2017 | $ 2.12 |
Employee Stock Option [Member] | |
Number of Options, Balance at January 1, 2017 | shares | 2,011,667 |
Number of Options, Granted | shares | 1,595,000 |
Number of Options, Vested | shares | (1,609,792) |
Number of Options, Forfeited | shares | (690,625) |
Number of Options, Balance at December 31, 2017 | shares | 1,306,250 |
Weighted average grant date fair value, Balance at January 1, 2017 | $ 1.78 |
Weighted average grant date fair value, Granted | 0.92 |
Weighted average grant date fair value, Vested | 1.2 |
Weighted average grant date fair value, Forfeited | 1.33 |
Weighted average grant date fair value, Balance at December 31, 2017 | $ 1.19 |
Stock-based Compensation (Emplo
Stock-based Compensation (Employee and non-employee stock options outstanding) (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Based Arrangements With Employees And Non employees [Line Items] | |
Options outstanding, Number | 4,317,942 |
Options Exercisable, Number | 3,011,692 |
Range One [Member] | |
Based Arrangements With Employees And Non employees [Line Items] | |
Exercise price, Lower Limit | $ / shares | $ 0.01 |
Exercise price, Upper Limit | $ / shares | $ 10 |
Options outstanding, Number | 3,786,376 |
Options Exercisable, Number | 2,480,126 |
Options Outstanding, Weighted Average Remaining Contractual Term | 5 years 11 months 1 day |
Range Two [Member] | |
Based Arrangements With Employees And Non employees [Line Items] | |
Exercise price, Lower Limit | $ / shares | $ 10 |
Exercise price, Upper Limit | $ / shares | $ 20 |
Options outstanding, Number | 65,566 |
Options Exercisable, Number | 65,566 |
Options Outstanding, Weighted Average Remaining Contractual Term | 2 months 12 days |
Range Three [Member] | |
Based Arrangements With Employees And Non employees [Line Items] | |
Exercise price, Lower Limit | $ / shares | $ 20 |
Exercise price, Upper Limit | $ / shares | $ 30 |
Options outstanding, Number | 40,000 |
Options Exercisable, Number | 40,000 |
Options Outstanding, Weighted Average Remaining Contractual Term | 5 years 6 months 25 days |
Range Four [Member] | |
Based Arrangements With Employees And Non employees [Line Items] | |
Exercise price, Lower Limit | $ / shares | $ 30 |
Exercise price, Upper Limit | $ / shares | $ 40 |
Options outstanding, Number | 369,500 |
Options Exercisable, Number | 369,500 |
Options Outstanding, Weighted Average Remaining Contractual Term | 5 years 4 months 6 days |
Range Five [Member] | |
Based Arrangements With Employees And Non employees [Line Items] | |
Exercise price, Lower Limit | $ / shares | $ 40 |
Exercise price, Upper Limit | $ / shares | $ 50 |
Options outstanding, Number | 56,500 |
Options Exercisable, Number | 56,500 |
Options Outstanding, Weighted Average Remaining Contractual Term | 6 years 1 month 20 days |
Related Parties Transactions (A
Related Parties Transactions (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 09, 2016 | |
Debt Instrument, Face Amount | $ 1,749 | ||||
Bruce T. Bernstein [Member] | |||||
Payments for Legal Settlements | $ 212 | ||||
XpresSpa Engagement [Member] | |||||
Related Party Transaction, Amounts of Transaction | $ 101 | ||||
Debt Instrument, Face Amount | $ 6,500 | 6,500 | |||
Payments For Interest Expenses | 731 | ||||
Interest Expense, Debt | $ 16 | $ 731 | 100 | ||
Debt Instrument, Maturity Date Range, Start | May 1, 2018 | ||||
Debt Instrument, Maturity Date Range, End | May 1, 2019 | ||||
Other MA Projects Engagement [Member] | |||||
Related Party Transaction, Amounts of Transaction | $ 60 |
Property and Equipment (Additio
Property and Equipment (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Dec. 31, 2015 | |
Depreciation | $ 5,573 | $ 117 | |||
Property, Plant and Equipment, Net | 15,797 | $ 16,266 | $ 0 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | $ 235 | ||||
Construction in Progress, Gross | $ 860 | ||||
JFK location [Member] | |||||
Property, Plant and Equipment, Net | $ 1,131 | ||||
Leasehold Improvements [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Leasehold Improvements [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 8 years |
Property and Equipment (Summari
Property and Equipment (Summarizes information about fixed asset activity) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Balance of property and equipment, Beginning Period | $ 16,266 | $ 0 |
Additions | 5,104 | 75 |
Depreciation expense | (5,573) | (117) |
Balance of property and equipment, Ending Period | $ 15,797 | 16,266 |
XpresSpa Holdings LLC [Member] | ||
Additions | $ 16,308 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment, Gross | $ 20,356 | $ 16,383 | |
Accumulated depreciation | (4,559) | (117) | |
Property, Plant and Equipment, Net | 15,797 | 16,266 | $ 0 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Gross | $ 1,164 | 716 | |
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 4 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Gross | $ 17,704 | 14,732 | |
Leasehold Improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Leasehold Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 8 years | ||
Other Operating Equipment [Member] | |||
Property, Plant and Equipment, Gross | $ 1,488 | $ 935 | |
Other Operating Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years |
Other Current Assets (Schedule
Other Current Assets (Schedule of Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Current Assets [Line Items] | ||
Prepaid expenses | $ 1,212 | $ 1,536 |
Notes receivable | 800 | 0 |
Other | 108 | 101 |
Total other current assets | $ 2,120 | $ 1,637 |
Accounts Payable, Accrued Exp76
Accounts Payable, Accrued Expenses and Other Current Liabilities (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | Apr. 30, 2016 | |
Accounts Payable Accrued Expenses And Other Current Liabilities [Line Items] | ||||
Insurance Premium Finance, Description | XpresSpa carries several annual insurance policies including indemnity, fire, umbrella, and workers compensation.XpresSpa financed a total of $903, or 80%, of the total insurance premiums with a third-party provider, at a rate of 4.50% per year payable in ten monthly installments. | |||
XpresSpa Holdings LLC [Member] | ||||
Accounts Payable Accrued Expenses And Other Current Liabilities [Line Items] | ||||
Advance From Credit Card | $ 112 | $ 500 | $ 155 | $ 1,000 |
Accrued Insurance, Current | $ 722 |
Accounts Payable, Accrued Exp77
Accounts Payable, Accrued Expenses and Other Current Liabilities (Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts Payable Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accounts payable | $ 3,362 | $ 5,170 |
Accrued expenses | 3,160 | 3,175 |
Accrued compensation | 1,074 | 1,324 |
Tax related liabilities | 615 | 673 |
Gift certificates and loyalty reward program liabilities | 474 | 605 |
Other | 51 | 43 |
Total accounts payable, accrued expenses and other current liabilities | $ 8,736 | $ 10,990 |
Discontinued Operations and A78
Discontinued Operations and Assets and Liabilities Held for Disposal (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2017 | Oct. 20, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 1,925 | |||
Disposal Group, Including Discontinued Operation, consideration Shares received | 25,000,000 | |||
Disposal Group, Including Discontinued Operation,Post closing, Description | Post-closing, the Company will own approximately 6.7% of Route1 Common Stock. The Route1 Common Stock will not be tradable until a date no earlier than 12 months after the closing date; 50% or 12,500,000 shares Route1 Common Stock are tradeable after 12 months plus an additional 2,083,333 shares of Route1 Common Stock are tradeable each month until 18 months after the date of closing, subject to a change of control provision. The Company has the ability to sell the Route1 Common Stock and warrants to qualified institutional investors. The Purchase Agreement also contains representations, warranties, and covenants customary for transactions of this type. | |||
Description Of Disposal Group Including Discontinued Operation Consideration | (i) the face value of the upfront cash installment of $250; (ii) the present value of the deferred cash installments was calculated by multiplying the face value of the installments by the acquirers default probability and discounted by the risk-free rate; (iii) the Black-Scholes model was used to obtain the value of the warrants; and (iv) the value of the 5% royalty was calculated using a discounted cash flow model. | |||
Disposal Group Including Discontinued Operation Impairment Loss | $ 1,092 | |||
Discontinued Operations [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation,warrant exercise, Term | 3 years | |||
Disposal Group, Including Discontinued Operation,Earn out provision, Term | 3 years | |||
Disposal Group, Including Discontinued Operation, Inventory | $ 778 | |||
Gain (Loss) on Sale of Assets and Asset Impairment Charges | $ 7,485 | |||
Disposal Group, Including Discontinued Operation, Shares Acquired, Lockup Description | Post-closing, the Company owns approximately 6.7% of Route1 Common Stock.The Route1 Common Stock will not be tradable until a date no earlier than 12 months after the closing date; 50%, or 12,500,000 shares, of Route1 Common Stock are tradeable after 12 months plus an additional 2,083,333 shares of Route1 Common Stock are tradeable each month until 18 months after the date of closing, subject to a change of control provision. | |||
Route1 Common Stock [Member] | Discontinued Operations [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 30,000,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |||
Fli charge [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 1,052 | |||
Royalty on Gross Revenue,Percentage | 5.00% | |||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 30,000 | |||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 629 | |||
Discontinued Operations, Held-for-sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 1,250 |
Discontinued Operations and A79
Discontinued Operations and Assets and Liabilities Held for Disposal (Schedule Of Discontinued Operations, As Presented In Consolidated Statements Of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 15,454 | $ 6,988 |
Cost of sales | (12,373) | (6,081) |
Depreciation and amortization | (770) | (528) |
Impairment | (8,577) | 0 |
General and administrative | (5,986) | (5,088) |
Non-operating expense | (13) | (15) |
Loss from discontinued operations before income taxes | (12,265) | (4,724) |
Income tax expense | (12) | 0 |
Consolidated net loss from discontinued operations | $ (12,277) | $ (4,724) |
Discontinued Operations and A80
Discontinued Operations and Assets and Liabilities Held for Disposal (Carrying Amounts Of the Major Classes Of Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Cash | $ 150 | $ 0 |
Accounts receivable, net | 2,920 | 373 |
Inventory | 1,935 | 437 |
Other current assets | 3 | 681 |
Property and equipment, net | 874 | 201 |
Intangible assets, net | 564 | 1,891 |
Goodwill | 0 | 4,863 |
Assets held for disposal | 6,446 | 8,446 |
Accounts payable, accrued expenses and other current liabilities | 3,142 | 640 |
Deferred revenue | 619 | 143 |
Liabilities held for disposal | $ 3,761 | $ 783 |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | $ 159,007 | ||
Tax Credit Carryforward, Limitations on Use | The NOLs available post-merger that the Company completed in 2012 that are not subject to limitation amount to $119,406. The remaining NOLs of $39,601 are subject to the limitation of Section 382. | ||
Deferred Tax Assets, Valuation Allowance | $ 41,209 | $ 58,914 | $ 50,807 |
Annual Limitation on Net Operating Loss Carryforwards | $ 2,000 | ||
Net Operating Loss Expiration | 20 years |
Income Taxes (Components of inc
Income Taxes (Components of income (loss) before income taxes ) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||
Domestic | $ (16,536) | $ (19,318) |
Foreign | 535 | 39 |
Total | $ (16,001) | $ (19,279) |
Income Taxes (Income Tax Benefi
Income Taxes (Income Tax Benefit (Expense) Attributable To The Operating Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 62 | 0 |
Deferred: | ||
Federal | 49 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Deferred Federal, State and Local, Tax Expense (Benefit), Total | 111 | 0 |
Discontinued Operations [Member] | ||
Current: | ||
Federal | 11 | 0 |
State | 1 | 0 |
Foreign | 0 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Deferred Federal, State and Local, Tax Expense (Benefit), Total | $ 12 | $ 0 |
Income Taxes (Income Tax Bene84
Income Taxes (Income Tax Benefit Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||
Loss from continuing operations before income taxes | $ (16,001) | $ (19,279) |
Tax rate | 35.00% | 35.00% |
Computed “expected” tax benefit | $ (5,600) | $ (6,748) |
State taxes, net of federal income tax benefit | (647) | 0 |
Change in valuation allowance | (19,554) | 6,454 |
Nondeductible expenses | 800 | 270 |
Tax Reform Rate impact | 24,486 | 0 |
Other items | 626 | 24 |
Income tax expense (benefit) for continued operations | $ 111 | $ 0 |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred income tax assets | |||
Net operating loss carryforwards | $ 35,743 | $ 49,433 | |
Stock-based compensation | 4,238 | 6,125 | |
Intangible assets and other | 1,020 | 3,356 | |
Net deferred income tax assets | 41,001 | 58,914 | |
Less: | |||
Valuation allowance | (41,209) | (58,914) | $ (50,807) |
Net deferred income tax assets | $ (208) | $ 0 |
Income Taxes (Changes to Valuat
Income Taxes (Changes to Valuation Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||
Beginning Balance | $ 58,914 | $ 50,807 |
Return to provision true-up and other | 46 | (1,361) |
Ending Balance | 41,209 | 58,914 |
Continuing Operations [Member] | ||
Income Taxes [Line Items] | ||
Charged to cost and expenses | (19,206) | 9,468 |
Discontinued Operations [Member] | ||
Income Taxes [Line Items] | ||
Charged to cost and expenses | $ 1,455 | $ 0 |
Commitments and Contingencies87
Commitments and Contingencies (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | ||
Rental expense for operating leases | $ 7,996 | $ 485 |
Estimated Litigation Liability, Current | $ 671 | |
Accrued Liabilities [Member] | ||
Loss Contingencies [Line Items] | ||
Estimated Litigation Liability, Current | 250 | |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Minimum Annual Guarantee Rent Payment | 320 | |
Minimum [Member] | ||
Loss Contingencies [Line Items] | ||
Minimum Annual Guarantee Rent Payment | $ 3 | |
New York [Member] | ||
Loss Contingencies [Line Items] | ||
Lease Expiration Date | Oct. 31, 2019 |
Commitments and Contingencies88
Commitments and Contingencies (Future Minimum Commitments Under Noncancelable Lease Agreements) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,018 | $ 4,533 |
2,019 | 3,380 |
2,020 | 2,678 |
2,021 | 2,046 |
2,022 | 2,250 |
Thereafter | 4,658 |
Total | $ 19,545 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Subsequent Event [Line Items] | |||
Finite-lived Intangible Assets Sold | $ 150 | ||
Proceeds from Sale of Intangible Assets | $ 150 | $ 0 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Lock Up period Of Common Stock | 180 days | ||
Subsequent Event [Member] | Crypto Currency Patent Holdings Company LLC [Member] | Patents [Member] | |||
Subsequent Event [Line Items] | |||
Finite-lived Intangible Assets Sold | $ 1,250 | ||
Proceeds from Sale of Intangible Assets | $ 250 | ||
Number of Common Stock Acquired for Sale of Intangible Assets | 250,000 | ||
Value of Common Stock Acquired for Sale of Intangible Assets | $ 1,000 |