Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 15, 2019 | Jun. 29, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | XpresSpa Group, Inc. | ||
Entity Central Index Key | 0001410428 | ||
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 | Non-accelerated Filer | ||
Entity Public Float | $ 5,400,389 | ||
Trading Symbol | XSPA | ||
Entity Common Stock, Shares Outstanding | 1,932,326 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 3,403 | $ 6,368 |
Inventory | 782 | 1,159 |
Other current assets | 1,465 | 2,120 |
Assets held for disposal | 109 | 6,446 |
Total current assets | 5,759 | 16,093 |
Restricted cash | 487 | 487 |
Property and equipment, net | 11,795 | 15,797 |
Intangible assets, net | 9,167 | 11,547 |
Goodwill | 0 | 19,630 |
Other assets | 3,376 | 1,686 |
Total assets | 30,584 | 65,240 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 8,132 | 8,736 |
Debt | 6,500 | 0 |
Convertible notes | 1,986 | 0 |
Liabilities held for disposal | 40 | 3,761 |
Total current liabilities | 16,658 | 12,497 |
Long-term liabilities | ||
Debt | 0 | 6,500 |
Derivative warrant liabilities | 476 | 34 |
Other liabilities | 315 | 370 |
Total liabilities | 17,449 | 19,401 |
Commitments and contingencies (see Note 18) | ||
Stockholders' equity | ||
Common Stock, $0.01 par value per share 7,500,000 shares authorized; 1,761,802 and 1,327,284 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 352 | 265 |
Additional paid-in capital | 295,904 | 290,396 |
Accumulated deficit | (286,913) | (249,708) |
Accumulated other comprehensive loss | (251) | (74) |
Total stockholders' equity attributable to the Company | 9,106 | 40,883 |
Noncontrolling interests | 4,029 | 4,956 |
Total stockholders' equity | 13,135 | 45,839 |
Total liabilities and stockholders' equity | 30,584 | 65,240 |
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 | 4 |
Series E Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock | $ 10 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 7,500,000 | 7,500,000 |
Common stock, issued | 1,761,802 | 1,327,284 |
Common stock, outstanding | 1,761,802 | 1,327,284 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 348 | 348 |
Preferred stock, issued | 348 | 348 |
Preferred stock, outstanding | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 80,458 | 80,458 |
Preferred stock, issued | 80,458 | 80,458 |
Preferred stock, outstanding | 0 | 0 |
Series C Junior Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 15,000 | 15,000 |
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 | 25,000 | 25,000 |
Preferred stock, issued | 23,760 | 23,760 |
Preferred stock, outstanding | 21,027 | 21,027 |
Preferred Stock, Liquidation Preference, Value | $ 20,186 | $ 20,186 |
Series E Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 73,665 | 73,665 |
Preferred stock, issued | 48,387 | 48,387 |
Preferred stock, outstanding | 48,387 | 48,387 |
Preferred Stock, Liquidation Preference, Value | $ 3,023 | $ 3,023 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | ||
Product and services | $ 49,294 | $ 48,373 |
Other | 800 | 450 |
Total revenue | 50,094 | 48,823 |
Cost of sales | ||
Labor | 24,369 | 24,327 |
Occupancy | 8,118 | 7,621 |
Products and other operating costs | 6,964 | 7,038 |
Total cost of sales | 39,451 | 38,986 |
Depreciation and amortization | 9,498 | 7,976 |
Goodwill impairment | 19,630 | 0 |
General and administrative | 16,240 | 16,577 |
Total operating expenses | 84,819 | 63,539 |
Operating loss from continuing operations | (34,725) | (14,716) |
Interest expense | (1,827) | (731) |
Extinguishment of debt | 145 | 0 |
Other non-operating income (expense), net | 498 | (554) |
Loss from continuing operations before income taxes | (35,909) | (16,001) |
Income tax benefit (expense) | 278 | (111) |
Consolidated net loss from continuing operations | (35,631) | (16,112) |
Loss from discontinued operations before income taxes | (1,115) | (12,265) |
Income tax expense | 0 | (12) |
Consolidated net loss from discontinued operations | (1,115) | (12,277) |
Consolidated net loss | (36,746) | (28,389) |
Net income attributable to noncontrolling interests | (459) | (451) |
Net loss attributable to the Company | (37,205) | (28,840) |
Comprehensive loss | $ (36,923) | $ (28,450) |
Loss per share | ||
Loss per share from continuing operations | $ (24.83) | $ (14.86) |
Loss per share from discontinued operations | (0.77) | (11.02) |
Total basic and diluted net loss per share | $ (25.60) | $ (25.88) |
Weighted-average number of shares outstanding during the year | ||
Basic | 1,453,635 | 1,114,349 |
Diluted | 1,453,635 | 1,114,349 |
Includes stock-based compensation expense, as follows: | ||
Total stock-based compensation expense | $ 916 | $ 2,745 |
General and Administrative [Member] | ||
Includes stock-based compensation expense, as follows: | ||
Total stock-based compensation expense | 916 | 2,177 |
Continuing Operations [Member] | ||
Cost of sales | ||
Consolidated net loss from continuing operations | (35,631) | (16,112) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (177) | (61) |
Comprehensive loss | (35,808) | (16,173) |
Discontinued Operations [Member] | ||
Cost of sales | ||
Consolidated net loss from discontinued operations | (1,115) | (12,277) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 0 | 0 |
Comprehensive loss | (1,115) | (12,277) |
Includes stock-based compensation expense, as follows: | ||
Total stock-based compensation expense | $ 0 | $ 568 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Preferred stock | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total Company equity | Non-controlling interest |
Balance at Dec. 31, 2016 | $ 64,169 | $ 5 | $ 183 | $ 280,221 | $ (220,868) | $ (13) | $ 59,528 | $ 4,641 |
Issuance of Common Stock for services | 27 | 0 | 0 | 27 | 0 | 0 | 27 | 0 |
Shares of Common Stock issued for acquisition of Excalibur | 1,809 | 0 | 9 | 1,800 | 0 | 0 | 1,809 | 0 |
Net proceeds from sale and issuance of shares of Common Stock in public offering | 6,584 | 0 | 69 | 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) | (1) | 4 | (4) | 0 | 0 | (1) | 0 |
Stock-based compensation | 2,745 | 0 | 0 | 2,745 | 0 | 0 | 2,745 | 0 |
Net income (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 | 4 | 265 | 290,396 | (249,708) | (74) | 40,883 | 4,956 |
Vesting of restricted stock units ("RSUs") | 0 | 0 | 6 | (6) | 0 | 0 | 0 | 0 |
Issuance of equity warrants | 64 | 0 | 0 | 64 | 0 | 0 | 64 | 0 |
Issuance of Series E Convertible Preferred Stock | 3,000 | 10 | 0 | 2,990 | 0 | 0 | 3,000 | 0 |
Issuance of Common Stock for services | 247 | 0 | 5 | 242 | 0 | 0 | 247 | 0 |
Issuance of Common Stock for repayment of debt and interest | 1,378 | 0 | 76 | 1,302 | 0 | 0 | 1,378 | 0 |
Stock-based compensation | 916 | 0 | 0 | 916 | 0 | 0 | 916 | 0 |
Net income (loss) for the year | (36,746) | 0 | 0 | 0 | (37,205) | 0 | (37,205) | 459 |
Foreign currency translation | (177) | 0 | 0 | 0 | 0 | (177) | (177) | 0 |
Contributions from noncontrolling interests | 250 | 0 | 0 | 0 | 0 | 0 | 0 | 250 |
Distributions to noncontrolling interests | (1,636) | 0 | 0 | 0 | 0 | 0 | 0 | (1,636) |
Balance at Dec. 31, 2018 | $ 13,135 | $ 14 | $ 352 | $ 295,904 | $ (286,913) | $ (251) | $ 9,106 | $ 4,029 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Consolidated net loss | $ 36,746 | $ 28,389 |
Consolidated net loss from discontinued operations | 1,115 | 12,277 |
Consolidated net loss from continuing operations | (35,631) | (16,112) |
Items not affecting cash flows | ||
Depreciation, impairment, and amortization | 9,498 | 7,976 |
Impairment of goodwill | 19,630 | 0 |
Amortization of debt discount and debt issuance costs | 986 | 0 |
Stock-based compensation | 916 | 2,177 |
Issuance of warrants | 64 | 0 |
Conversion of shares of preferred stock to shares of Common Stock | 0 | (1) |
Issuance of shares of Common Stock for services | 247 | 27 |
Issuance of Common Stock for repayment of debt and interest | 310 | 0 |
Gain on disposal of assets | 0 | (148) |
Change in fair value of derivative warrant liabilities | (1,520) | (225) |
Contingent liability as a result of acquisition | 0 | 316 |
Gain on the sale of patents | (450) | 0 |
Changes in assets and liabilities net of effects of acquisition | ||
Decrease in inventory | 377 | 1,347 |
Increase in other current assets and other assets | (1,835) | (636) |
Decrease in accounts payable, accrued expenses and other current liabilities | (604) | (3,114) |
Decrease in other liabilities | (55) | (368) |
Net cash used in operating activities - continuing operations | (8,067) | (8,761) |
Net cash provided by (used in) operating activities - discontinued operations | 1,501 | (3,411) |
Net cash used in operating activities | (6,566) | (12,172) |
Cash flows from investing activities | ||
Cash acquired as part of acquisition | 0 | 26 |
Acquisition of property and equipment | (3,031) | (4,479) |
Acquisition of software | (85) | (233) |
Proceeds from the sale of subsidiary | 800 | 250 |
Proceeds from the sale of cost method investment | 200 | 0 |
Proceeds from sale of patents | 250 | 150 |
Net cash used in investing activities - continuing operations | (1,866) | (4,286) |
Net cash used in investing activities - discontinued operations | 0 | (1,110) |
Net cash used in investing activities | (1,866) | (5,396) |
Cash flows from financing activities | ||
Proceeds from convertible notes and warrants | 4,350 | 0 |
Debt issuance costs | (320) | 0 |
Issuance of shares of Series E Convertible Preferred Stock | 3,000 | 0 |
Net proceeds from sale and issuance of shares of Common Stock in public offering | 0 | 6,584 |
Contributions from noncontrolling interests | 250 | 316 |
Distributions to noncontrolling interests | (1,636) | (452) |
Net cash provided by financing activities - continuing operations | 5,644 | 6,448 |
Net cash used in financing activities - discontinued operations | 0 | (361) |
Net cash provided by financing activities | 5,644 | 6,087 |
Effect of exchange rate changes | (177) | (61) |
Decrease in cash and cash equivalents | (2,965) | (11,542) |
Cash, cash equivalents, and restricted cash at beginning of the year | 6,855 | 18,397 |
Cash, cash equivalents, and restricted cash at end of the year | 3,890 | 6,855 |
Cash paid during the year for | ||
Interest | 731 | 731 |
Non-cash investing and financing transactions | ||
Issuance of shares of Common Stock to repay $1,068 of debt and interest | 1,378 | 0 |
Issuance of shares of Common Stock, preferred stock and warrants for the acquisition of XpresSpa | 0 | (908) |
Issuance of shares of Common Stock for the acquisition of Excalibur | 0 | 1,809 |
Issuance of shares of Common Stock for services | 247 | 0 |
Non-cash acquisition of cost method investment | 2,075 | 0 |
Debt discount related to issuance of convertible notes | 1,962 | 0 |
Non-cash acquisition of construction-in-progress | $ 228 | $ 1,154 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Repayments of Debt | $ 1,068 | $ 1,068 | $ 1,068 |
General
General | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Note 1. General Overview On January 5, 2018, the Company changed its name to XpresSpa Group, Inc. (“XpresSpa Group” or the “Company”) from FORM Holdings Corp. The Company’s common stock, par value $0.01 per 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. 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. As a result of the transition to a pure-play health and wellness services company, the Company currently has one operating segment that is also its sole reporting unit, XpresSpa, 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, 2018. XpresSpa offers travelers premium spa services, including massage, nail and skin care, as well as spa and travel products. During 2018 and 2017, XpresSpa generated $49,294 and $48,373 of 82%, respectively, of XpresSpa’s total revenue was generated by services, primarily massage and nailcare, and 17% and 18%, respectively, was generated by retail products, primarily travel accessories. XpresSpa is a leading airport retailer of spa services and related products. As of December 31, 2018, XpresSpa operated 56 total locations in 23 airports, and one off-airport location in New York City, in three countries including 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. The Company owns certain patent portfolios, which it looks to monetize through sales and licensing agreements. During the year ended December 31, 2018, the Company determined that its former intellectual property operating segment would no longer be an area of focus and, as such, will no longer operate as a separate operating segment, as it is not expected to generate any material revenues or operating costs. 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, 2018, and FLI Charge and Group Mobile as of December 31, 2017, are presented in the consolidated balance sheets as assets held for disposal and liabilities held for disposal, respectively. Liquidity and Going Concern As of December 31, 2018, the Company had approximately $3,403 of cash and cash equivalents, $2,247 of inventory and prepaid expenses and $109 of assets held for disposal, which amount to total current assets of $5,759. The Company’s total current liabilities balance, which includes accounts payable, accrued expenses, debt, and the current portion of Convertible Notes, was $16,658 as of December 31, 2018. The working capital deficiency of $10,899 as of December 31, 2018 includes $1,986 of convertible notes classified as short-term for which principal repayments may be made in shares of Common Stock at the Company’s election. In addition, included in total current liabilities is approximately $1,742 which relates to obligations that will not settle in cash, and an additional $465 of liabilities that are not expected to settle in the next twelve months. While the Company has aggressively reduced operating and overhead expenses, and while the Company continues to focus on its overall profitability, the Company has continued to generate negative cash flows from operations and expects to incur net losses in the foreseeable future. The report of the Company’s independent registered public accounting firm on its financial statements for the years ended December 31, 2018 and 2017 includes an explanatory paragraph indicating that there is substantial doubt about the Company’s ability to continue as a going concern. The receipt of this explanatory paragraph with respect to the Company’s financial statements for the years ended December 31, 2018 and 2017 will result in a breach of a covenant under the Senior Secured Note which, if unremedied for a period of 30 days after the date hereof, will constitute an event of default under the Senior Secured Note. Upon the occurrence of an event of default under the Senior Secured Note, Rockmore may, among other things, declare the Senior Secured Note and all accrued and unpaid interest thereon and all other amounts owing under the Senior Secured Note to be due and payable. If the maturity date of the Senior Secured Note is accelerated as a result of the event of default referenced above, an event of default under the Convertible Notes would be triggered. If an event of default under the Convertible Notes occurs, the outstanding principal amount of the Convertible Notes, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the holder’s election, immediately due and payable in cash. The Company has taken actions to improve its overall cash position and access to liquidity by exploring valuable strategic partnerships, right-sizing its corporate structure, and stream-lining operations. The Company expects that the actions taken in 2018 and early 2019 will enhance its liquidity and financial environment. In addition, the Company expects to generate additional liquidity through the monetization of certain investments and other assets. The Company expects that these actions will be executed in alignment with the anticipated timing of its liquidity needs. There can be no assurance, however, that any such opportunities will materialize. The Company’s historical operating results indicate that there is substantial doubt related to the Company's ability to continue as a going concern. The Company believes it is probable that the actions discussed above will transpire and will successfully mitigate the substantial doubt raised by its historical operating results and will satisfy its liquidity needs 12 months from the issuance of the financial statements. However, the Company cannot reasonably predict with any certainty that the results of its planned actions will generate the expected liquidity required to satisfy its liquidity needs. If the Company continues to experience operating losses, and the Company is not able to generate additional liquidity through the actions described above or through some combination of other actions, while not expected, the Company may not be able to access additional funds and the Company might need to secure additional sources of funds, which may or may not be available. Additionally, a failure to generate additional liquidity could negatively impact its access to inventory or services that are important to the operation of the business. Recent Developments CEO Transition On February 8, 2019, Edward Jankowski resigned as Chief Executive Officer of the Company and as a director of the Company. Mr. Jankowski’s resignation was not as a result of any disagreement with the Company on any matters related to the Company’s operations, policies or practices. Mr. Jankowski will receive termination benefits including $375 payable in equal installments over a twelve-month term commencing on February 13, 2019 and COBRA continuation coverage paid in full by the Company for up to a maximum of twelve months. Effective as of February 11, 2019, Douglas Satzman was appointed by the Company’s board of directors as the Chief Executive Officer of the Company and as a director of the Company. Reverse Stock Split On February 22, 2019, The Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of the Company’s shares of Common Stock. Such amendment and ratio were previously approved by the Company’s stockholders and board of directors, respectively. As a result of the reverse stock split, every twenty (20) shares of the Company’s pre-reverse split Common Stock were combined and reclassified into one (1) share of Common Stock. Proportionate voting rights and other rights of Common Stock holders were affected by the reverse stock split. Stockholders who would have otherwise held a fractional share of Common Stock received payment in cash in lieu of any such resulting fractional shares of Common Stock as the post-reverse split amounts of Common Stock were rounded down to the nearest full share. Such cash payment in lieu of a fractional share of Common Stock was calculated by multiplying such fractional interest in one share of Common Stock by the closing trading price of the Company’s Common Stock on February 22, 2019, and rounded to the nearest cent. No fractional shares were issued in connection with the reverse stock split. The Company’s Common Stock began trading on the Nasdaq Capital Market on a post-reverse split basis at the open of business on February 25, 2019. 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. In February 2019, the Company entered into an agreement to release FLI Charge’s obligation to pay any royalties on FLI Charge’s perpetual gross revenues with regard to conductive wireless charging, power, or accessories, and to cancel its warrants exercisable in FLI Charge in exchange for cash proceeds of $1,100, which were received in full on February 15, 2019. On March 22, 2018, the Company sold Group Mobile to a third party. The Company has not provided any continued management or financing support to FLI Charge or Group Mobile. Rebranding On January 5, 2018, the Company changed its name to XpresSpa Group, Inc. from FORM Holdings Corp, which aligned the Company’s 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. 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, comprised of $250 in cash and 250,000 shares of at approximately $1,000 at Collaboration Agreement On November 12, 2018, the Company entered into a Product Sale and Marketing Agreement (the “Collaboration Agreement”) with Calm.com, Inc. (“Calm”) primarily related to the display, marketing, promotion, offer for sale and sale of Calm’s products in each of the Company’s branded stores throughout the United States. The Collaboration Agreement will remain in effect until July 31, 2019, unless terminated earlier in accordance with its terms, and automatically renew for successive terms of six months unless either party provides written notice of termination no later than thirty days prior to any such automatic renewal. Financings Secured Convertible Notes On May 15, 2018, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to sell up to (i) an aggregate principal amount of $4,438 in 5% Secured Convertible Notes due on November 16, 2019, which included $88 at a conversion price of $12.40 per share, (ii) Class A Warrants (the “Class A Warrants”) to purchase 357,862 shares of Common Stock at an exercise price of $12.40 per share and (iii) Class B Warrants (the “Class B Warrants,” and together with the Class A Warrants, the “Warrants”) to purchase 178,931 shares of Common Stock at an exercise price of $12.40 per share. The Convertible Notes bear interest at a rate of 5% per annum. The Convertible Notes are senior secured obligations of the Company and are secured by certain of its personal property. Unless earlier converted or redeemed, the Convertible Notes will mature on November 16, 2019. The transaction closed on May 17, 2018, at which time the Company received $4,350 in gross proceeds from the Investors. The principal amount of the outstanding Convertible Notes was originally to be repaid monthly in the amount of approximately $296, 10% th 20% 15%. On August 14, 2018, the Company entered into an Amendment Agreement (the “First Amendment Agreement”) whereby the initial monthly principal repayment and accrued interest due on the Convertible Notes of $351 was settled in 103,350 shares of Common Stock on August 15, 2018. All other material terms of the Securities Purchase Agreement remained unchanged. During the year ended December 31, 2018, several of the Investors converted their monthly principal payments and accrued interest due on the Convertible Notes into shares of Common Stock pursuant to in the issuance of an additional 377,109 shares of Common Stock. On December 11, 2018, the Company entered into a Second Amendment Agreement (the “Second Amendment Agreement”) whereby each Holder waived the Company’s obligation to make any monthly payments for the months of January, February and March 2019. Pursuant to the Second Amendment Agreement, each Holder was permitted to convert its pro-rata share of the Convertible Notes, at a conversion price of $4.00 per share of Common Stock, such that the maximum number of shares to be issued pursuant to the Second Amendment Agreement shall not exceed 250,000 shares of Common Stock. All other material terms of the Securities Purchase Agreement remained unchanged. During the three-month period ended December 31, 2018, one of the Investors converted a portion of their allotted shares, in settlement of $23, into shares of Common Stock pursuant to the Second Amendment Agreement, resulting in the issuance of an additional 5,627 shares of Common Stock. Collaboration Agreement and Series E Preferred Stock Financing In connection with the entry into the Collaboration Agreement, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with Calm, pursuant to which the Company issued to Calm an aggregate of 32,258 shares of the Company’s newly designated Series E Convertible Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”), which are initially convertible into 161,290 shares of Common Stock, par value $0.01 per share, at a conversion price of $12.40 per share, subject to certain adjustments. The purchase price per share of the Series E Preferred Stock was $62.00 per share for gross proceeds to the Company of $2,000. In addition, on December 28, 2018, in satisfaction of the conditions under the Purchase Agreement, the Company sold, and Calm purchased, 16,129 additional shares of Series E Preferred Stock (the “Additional Series E Shares”), which are initially convertible into 80,645 shares of Common Stock at a conversion price of $12.40 per share, subject to certain adjustments, for gross proceeds to the Company of $1,000. The sale of Additional Series E Shares were on the same terms and conditions as those contained in the Purchase Agreement. |
Accounting and Reporting Polici
Accounting and Reporting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Accounting and Reporting Policies | Note 2. Accounting and Reporting Policies (a) Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. 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. (b) Use of estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the 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. (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. (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 which typically settle in less than five days. As of December 31, 2018 and 2017, cash and cash equivalents included $260 and $336 of credit card receivables, respectively. As of December 31, 2018, the Company held significant portions of its cash balance in overseas accounts, totaling $1,143, (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” to determine if such instruments are indexed to the Company’s own stock and qualify for classification in equity. (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, 2018 and 2017, there was no allowance for doubtful accounts. (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. (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 and comprehensive loss. 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. (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 and comprehensive loss. Property and equipment is tested for impairment on at least an annual basis or whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. (j) Goodwill Goodwill is an asset representing the future economic benefits arising from other 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 . The Company evaluates goodwill impairment at the reporting unit level and performs its annual goodwill impairment test on December 31. The Company has adopted ASU No. 2017-14, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment effective January 1, 2018. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then they would not need to perform the quantitative impairment test for the reporting unit. If the Company cannot support such a conclusion or does not elect to perform the qualitative assessment, then the qualitative goodwill impairment test is used to identify potential impairment by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying value, then the goodwill is not impaired. If the fair value of the reporting unit is less than its carrying value, an impairment charge will be recorded based on the excess of a reporting unit’s carrying amount over its fair value. 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. As of December 31, 2018, the Company’s goodwill was fully impaired. See “Note 6. Intangible Assets and Goodwill” for further details on the assessment and conclusion on the goodwill impairment recorded during the year ended December 31, 2018. (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. Other assets include cost basis investments. 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% ownership interest in InfoMedia as consideration and a seat on the board of directors of InfoMedia. The Company’s equity interest increased from 8.25% to 11% in the first quarter of 2017 due to a realignment of ownership interests. The Company’s investment in InfoMedia is included in other assets in the consolidated balance sheets for the years ended December 31, 2018 and 2017. (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. Accordingly, the Company recognizes revenue for its single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. 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. The Company also has a franchise agreement with an unaffiliated franchisee to operate an XpresSpa location. The Company has identified the franchise right as a distinct performance obligation that transfers over time, and therefore any portion of the non-recurring initial franchise fee that is allocated to the franchise right should be recognized over the course of the contract rather than all upfront as would be the case with distinct performance obligations. Under the Company’s franchising model, all initial franchising fees relate to the franchise right and therefore are recognized over the course of the contract which commences upon signing of the agreement. Upon receipt of the non-recurring, non-refundable initial franchise fee, management records a deferred revenue asset and recognizes revenue on a straight-line basis over the contract term. As of December 31, 2018, there were no franchise royalty revenues as operations have not yet commenced. Once operations commence, franchise royalty revenue will be recorded in the period earned. Other revenue relates to one-time intellectual property licenses as well as the sale of certain of the Company’s intellectual property. Revenue from patent licensing is recognized when the Company transfers promised intellectual property rights to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those intellectual property rights. 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, receipt of the upfront fee, and transfer of the promised intellectual property rights. (m) 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. On June 1, 2018, the Company adopted a formal expiration policy whereby any loyalty members with inactivity for an 18-month period will forfeit any unused loyalty rewards. 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. (n) Segment reporting 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. As a result of the Company’s transition to a pure-play health and wellness services company, it currently has one operating segment that is also its sole reporting unit, XpresSpa. The Company owns certain patent portfolios, which it looks to monetize through sales and licensing agreements. During the year ended December 31, 2018, the Company determined that its former intellectual property operating segment would no longer be an area of focus and, as such, will no longer operate as a separate operating segment, as it is not expected to generate any material revenues or operating costs. (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. (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 are incurred. (q) 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. (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. (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 generally became 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. (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%, 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. (u) 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. (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. (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. (x) Fair value measurements The Company measures fair value in accordance with FASB ASC 820-10, Fair Value Measurements and Disclosures . FASB ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received by selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, FASB ASC 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 Level 2 Level 3 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. (y) Recently issued accounting pronouncements ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) The core principle of this 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. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. ASU No. 2014-15, Presentation of Financial Statements — Going Concern, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern This standard requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Substantial doubt about an entity’s ability to continue as a going concern exists when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The amendments in this Update are effective for the annual period beginning after December 15, 2016. ASU No. 2016-01, Financial Instruments – Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities This standard 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. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. ASU No. 2016-02, Leases (Topic 842) This standard provides new guidance related to accounting for leases and supersedes 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. In 2016, FASB issued ASU 2016-02, Leases, and several amendments (collectively, “ASU 2016-02”), which requires the Company to recognize assets and liabilities arising from most operating leases on the consolidated statements of financial condition. In 2018, the FASB issued ASU 2018-11, Targeted Improvements (“ASU 2018-11”), which provides a transition option to not apply the new lease standard to the comparative periods presented in the consolidated statements of financial condition. Under this transition option, the Company shall apply the new leases standard at the adoption date and recognizes any cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 effective for the fiscal year beginning after December 15, 2018 on a modified retrospective basis. The Company applied the transition option permitted by ASU 2018-11 and elected the package of practical expedients to alleviate certain operational and reporting complexities related to the adoption. The Company expects to recognize right-of-use assets and lease liabilities in the range of $10 million to $12 million for its current operating leases upon adoption of ASU 2016-02 and does not expect the adoption to have a material impact on its results of operations or cash flows. 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. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash This amendment clarifies the classification and presentation of restricted cash in the consolidated statement of cash flows under Topic 230. In addition to providing explanation on the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new standard is effective for the fiscal year beginning after December 15, 2017, with early adoption permitted. We adopted ASU 2016-18 effective January 1, 2018. As a result of the adoption of ASU 2016-18, in the consolidated statement of cash flows for the year ended December 31, 2018, we reclassified $487 of restricted cash. 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 |
Net Loss per Share of Common St
Net Loss per Share of Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Net Loss per Share of Common Stock | Note 3. Net Loss per Share of Common Stock * The table below presents the computation of basic and diluted net losses per share of Common Stock: For the years ended December 31, 2018 2017 Basic numerator: Net loss from continuing operations attributable to shares of Common Stock $ (36,090 ) $ (16,563 ) Net loss from discontinued operations attributable to shares of Common Stock (1,115 ) (12,277 ) Net loss attributable to the Company $ (37,205 ) $ (28,840 ) Basic denominator: Basic shares of Common Stock outstanding* 1,453,635 1,114,349 Basic loss per share of Common Stock from continuing operations $ (24.83 ) $ (14.86 ) Basic loss per share of Common Stock from discontinued operations (0.77 ) (11.02 ) Basic net loss per share of Common Stock $ (25.60 ) $ (25.88 ) Diluted numerator: Net loss from continuing operations attributable to shares of Common Stock $ (36,090 ) $ (16,563 ) Net loss from discontinued operations attributable to shares of Common Stock (1,115 ) (12,277 ) Net loss attributable to the Company $ (37,205 ) $ (28,840 ) Diluted denominator: Diluted shares of Common Stock outstanding 1,453,635 1,114,349 Diluted loss per share of Common Stock from continuing operations $ (24.83 ) $ (14.86 ) Diluted loss per share of Common Stock from discontinued operations (0.77 ) (11.02 ) Diluted net loss per share of Common Stock $ (25.60 ) $ (25.88 ) 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 101,979 215,897 Unvested RSUs to issue an equal number of shares of Common Stock of the Company 17,750 18,278 Warrants to purchase an equal number of shares of Common Stock of the Company 703,670 154,375 Preferred stock on an as converted basis 6,364,328 168,216 Conversion feature of senior secured notes 217,500 — Total number of potentially dilutive instruments, excluded from the calculation of net loss per share * 7,405,227 556,767 *Adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019. |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Note 4. Cash, Cash Equivalents, and Restricted Cash December 31, 2018 2017 Cash denominated in United States dollars $ 2,000 $ 3,924 Cash denominated in currency other than United States dollars 1,143 2,108 Credit and debit card receivables 260 336 $ 3,403 $ 6,368 In addition, as of December 31, 2018 and 2017, there was an additional $487 of restricted cash held by a third party recorded as restricted cash on the Consolidated Balance Sheet. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2018 | |
Other Non current Assets [Abstract] | |
Other Assets Non current | Note 5. Other Assets Other assets in the consolidated balance sheets are comprised of the following as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Cost method investments $ 2,482 $ 834 Lease deposits 894 852 Other assets $ 3,376 $ 1,686 As of December 31, 2018, the Company’s other assets included: $ 1,625 $ 787 $ 23 450 148 205,646 279 200 $ 47 $ 894 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6. Intangible Assets and Goodwill Intangible assets The following table provides information regarding the Company’s intangible assets, which consist of the following: December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Weighted average amortization period (years) Trade name $ 13,309 $ (4,485 ) $ 8,824 $ 13,309 $ (2,269 ) $ 11,040 6.00 Customer relationships 312 (312 ) — 312 (156 ) 156 2.00 Software 312 (69 ) 243 233 (4 ) 229 3.00 Patents 26,897 (26,797 ) 100 26,897 (26,775 ) 122 13.69 Total intangible assets $ 40,830 $ (31,663 ) $ 9,167 $ 40,751 $ (29,204 ) $ 11,547 The Company’s trade name relates to the value of the XpresSpa trade name, customer relationships represent the value of the loyalty customers, software relates to certain capitalized third-party costs related to a new point-of-sale system, and patents consist of intellectual property portfolios acquired from third parties. The Company’s intangible assets are amortized over their expected useful lives. During the year ended December 31, 2018, the Company recorded amortization expense of $2,465. During the year ended December 31, 2017, the Company recorded amortization and impairment expense of $2,403 related to its intangible assets. There were no impairment indicators related to any of the Company’s amortizable intangible assets during the year ended December 31, 2018 for the Company’s continuing operations. Estimated amortization expense for the Company’s intangible assets for each of the five succeeding years and thereafter at December 31, 2018 is as follows: Years ending December 31, Amount 2019 $ 2,305 2020 2,293 2021 2,284 2022 2,232 2023 15 Thereafter 38 Total $ 9,167 Goodwill On January 5, 2018, the Company changed its name to XpresSpa Group as part of a rebranding effort to carry out its corporate strategy to build a pure-play health and wellness services company, which the Company commenced following its acquisition of XpresSpa on December 23, 2016. The Company completed the sale of Group Mobile on March 22, 2018, which was the only remaining component of the Company’s technology operating segment. Following the sale of Group Mobile, the Company’s management made the decision that its intellectual property operating segment would no longer be an area of focus and would no longer be a separate operating segment as it is not expected to generate any material revenues. This completed the transition of the Company into a pure-play health and wellness company with only one operating segment, consisting of its XpresSpa business. The Company’s market capitalization is sensitive to the volatility of its stock price. On January 2, 2018, the first trading day of fiscal year 2018, the Company’s stock price opened at $544.00 and closed at $29.00. The closing price of the Company’s stock on March 29, 2018, the last trading day of the first quarter of fiscal 2018, was $14.40. The average closing stock price of the Company from January 2, 2018 through March 29, 2018 was approximately $20.40, ranging from $14.20 to $36.00 during that period. On April 19, 2018, the Company entered into a separation agreement with its Chief Executive Officer regarding his resignation as Chief Executive Officer and as a Director the Company. On that same date, the Company’s Senior Vice President and Chief Executive Officer of XpresSpa was appointed by the Board of Directors as the Chief Executive Officer and as a Director of the Company. These events were identified by the Company’s management as triggering events requiring that goodwill be tested for impairment as of March 31, 2018. In addition to the Company’s rebranding efforts to a pure-play health and wellness services company, its stock price continued to decline even after the announcement of the new Chief Executive Officer. As the stock price had not rebounded, the Company determined that the impairment was incurred during the three-month period ended March 31, 2018. The Company performed a quantitative goodwill impairment test, in which the Company compared the carrying value of the reporting unit to its estimated fair value, which was calculated using an income approach. The key assumptions for this approach were projected future cash flows and a discount rate, which was based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected future cash flows. As a result of the quantitative goodwill impairment test performed as of March 31, 2018, the Company determined that the fair value of the reporting unit did not exceed its carrying amount and, therefore, goodwill of the reporting unit was considered impaired. Based on the estimated fair value of goodwill, the Company recorded an impairment charge of $19,630, to reduce the carrying value of goodwill to its fair value, which was determined to be zero. This impairment charge is included in goodwill impairment in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2018. The fair value measurement of goodwill was classified within Level 3 of the fair value hierarchy because the income approach was used, which utilizes significant inputs that are unobservable in the market. The Company believes it made reasonable estimates and assumptions to calculate the fair value of the reporting unit as of the impairment test measurement date. The following table provides information regarding the Company’s goodwill, which relates to the acquisition of XpresSpa completed in December 2016, and related impairment charge recorded during the year ended December 31, 2018. See “Note 16 – Discontinued Operations and Assets and Liabilities Held for Disposal ” for impairment charges pertaining to discontinued operations for the year ended December 31, 2017. Goodwill as of December 31, 2016 $ 20,303 Adjustments to XpresSpa goodwill (673 ) Goodwill as of December 31, 2017 19,630 Impairment of goodwill (19,630 ) Goodwill as of December 31, 2018 $ — |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
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 CODM in deciding how to allocate resources and in assessing performance. As a result of the Company’s transition to a pure-play health and wellness services company, it currently has one operating segment that is also its sole reporting unit, XpresSpa. The Company currently operates in two geographical regions: United States and all other countries. The following table represents the geographical revenue, regional operating loss, and total asset information as of and for the years ended December 31, 2018 and 2017. 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 December 31, 2018 2017 Revenue United States $ 44,738 $ 43,555 All other countries 5,356 5,268 Total revenue 50,094 48,823 Cost of sales United States 36,017 35,844 All other countries 3,434 3,142 Total cost of sales 39,451 38,986 Segment operating income (loss) United States (36,125 ) (16,282 ) All other countries 1,400 1,566 Operating loss from continuing operations (34,725 ) (14,716 ) Corporate non-operating expense, net (1,184 ) (1,285 ) Loss from continuing operations before income taxes $ (35,909 ) $ (16,001 ) Assets United States $ 27,809 $ 55,152 All other countries 2,666 3,642 Assets held for disposal 109 6,446 Total assets $ 30,584 $ 65,240 |
Debt and Convertible Notes
Debt and Convertible Notes | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt and Convertible Notes | Note 8. Debt and Convertible 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”), a related party, on April 22, 2015 that was amended on August 8, 2016. Rockmore is an investment entity controlled by the Company’s Chairman of the Board of Directors, Bruce T. Bernstein. The total principal of the Debt is $6,500 payable in full upon maturity on December 31, 2019. In May 2017, per the original agreement and with Rockmore’s consent, the Company elected to extend the maturity date of the Debt from May 1, 2018 to May 1, 2019. No other material terms of the Debt were modified. The Debt bears 11.24% interest per year (based on 360 days in a year) that is payable as follows: 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. On May 14, 2018, the Company and Rockmore agreed to extend the maturity date of the Debt from May 1, 2019 to December 31, 2019. No other material terms of the Debt were modified. As consideration for the agreement to extend the maturity date of the Debt and the consent to the Securities Purchase Agreement, the Company issued to Rockmore 250,000 Class A Warrants. These Class A Warrants were issued on the same terms and conditions as the Class A Warrants issued pursuant to the Securities Purchase Agreement. The warrants issued to Rockmore were classified as equity warrants in the consolidated balance sheet as of December 31, 2018. The Debt can be prepaid by XpresSpa at a 4% penalty at any point at its election. The Debt is secured by substantially all of the assets of XpresSpa. In addition, XpresSpa needs consent of Rockmore to incur any additional debt, except for: 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; and 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. During the years-ended December 31, 2018 and 2017, XpresSpa paid and recorded $731 of interest expense in connection with the Rockmore debt. Convertible Notes On May 15, 2018, the Company entered into the Securities Purchase Agreement with the Investors, pursuant to which the Company agreed to sell up to (i) an aggregate principal amount of $4,438 in the Convertible Notes, which includes $88 of Convertible Notes issued to Palladium Capital Advisors as Placement Agent, convertible into Common Stock at a conversion price of $12.40 per share, (ii) Class A Warrants to purchase 357,862 shares of Common Stock at an exercise price of $12.40 per share and (iii) Class B Warrants to purchase up to 178,931 shares of Common Stock at an exercise price of $12.40 per share. The Convertible Notes bear interest at a rate of 5% per annum. The Convertible Notes are senior secured obligations of the Company and are secured by certain of its personal property. Unless earlier converted or redeemed, the Convertible Notes will mature on November 16, 2019. The transaction closed on May 17, 2018. The principal amount of the outstanding Convertible Notes was originally to be repaid monthly in the amount of $296, beginning on September 17, 2018, and the Company may make such payments and related interest payments in cash or, subject to certain conditions, in registered shares of Common Stock (or a combination thereof), at its election. If the Company chooses to repay the Convertible Notes in shares of Common Stock, the shares will be issued at a 10% discount to the volume weighted average price of Common Stock for the five (5) trading days commencing eight (8) days prior to the relevant repayment date and ending on the fourth (4 th On August 14, 2018, the Company and each of the Investors entered into an Amendment Agreement (“First Amendment Agreement”) whereby the initial monthly principal repayment and accrued interest due on the Convertible Notes of $351 was settled in 2,067 shares of Common Stock on August 15, 2018. All other material terms of the Securities Purchase Agreement remained unchanged. During the three-month period ended September 30, 2018, several of the Investors converted their monthly principal payments and accrued interest due on the Convertible Notes into shares of Common Stock pursuant to the First Amendment Agreement, resulting in the issuance of an additional 2,737 shares of Common Stock. On December 11, 2018, the Company entered into a Second Amendment Agreement (“Second Amendment Agreement”) whereby certain investors waived the Company’s obligation to make any monthly payments for the months of January, February and March 2019. Pursuant to the Second Amendment Agreement, each of such investors was permitted to convert its pro-rata share of the Convertible Notes, at a conversion price of $4.00 per share of Common Stock, such that the maximum number of shares to be issued pursuant to this amendment shall not exceed 250,000 shares of Common Stock. All other material terms of the Securities Purchase Agreement remained unchanged. During the three-month period ended December 31, 2018, one of the investors converted a portion of their allotted shares, in settlement of $23,000, into shares of Common Stock pursuant to the Second Amendment Agreement, resulting in the issuance of an additional 5,627 shares of Common Stock. The table below summarizes the initial fair value of the Convertible Notes and Warrants as of May 17, 2018: Class A Warrants $ 1,827 Class B Warrants 135 Convertible Notes 2,388 Total Fair Value $ 4,350 The table below summarizes changes in the book value of the Convertible Notes from May 17, 2018 to December 31, 2018: Book value as of May 17, 2018 $ 2,388 Debt issuance costs (320 ) Book value as of May 17, 2018 2,068 Debt repayments in the period (1,068 ) Amortization of debt discount and debt issuance costs, included in interest expense 986 Book value as of December 31, 2018 $ 1,986 The debt discount and debt issuance costs will be amortized on a straight-line basis over the remaining term of the Convertible Notes. During the year ended December 31, 2018, the Company recorded $986 $110 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9. Fair Value Measurements 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, 2018 and 2017: May 2015 Warrants 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, 2018: May 2015 Warrants $ — $ — $ — $ — December 31, 2017: May 2015 Warrants $ 34 $ — $ — $ 34 May 2018 Warrants 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, 2018: A Warrants $ 476 $ — $ — $ 476 B Warrants — — — — Total $ 476 $ — $ — $ 476 May 17, 2018: A Warrants $ 1,827 $ — $ — $ 1,827 B Warrants 135 — — 135 Total $ 1,962 $ — $ — $ 1,962 The Company measures its derivative warrant liabilities at fair value. The derivative warrant liabilities were classified within Level 3 because they were valued using the Black-Scholes-Merton model, which utilizes significant inputs that are unobservable in the market. These derivative warrant liabilities were initially measured at fair value and are marked to market at each balance sheet date. The derivative warrant liabilities are recorded as derivative warrant liabilities in the consolidated balance sheets and the revaluation of the derivative warrants liabilities is included in other non-operating income (expense) in the consolidated statements of operations and comprehensive loss. In addition to the above, the Company’s financial instruments as of December 31, 2018 and 2017 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. 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, 2018: December 31, 2017 $ 34 Issuance of warrants May 17, 2018 1,962 Decrease in fair value of the derivative warrant liabilities (1,520 ) December 31, 2018 $ 476 Valuation processes for Level 3 Fair Value Measurements 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. May 2015 Warrants December 31, 2018: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes-Merton Volatility 71.16 % Risk-free interest rate 2.49 % Expected term, in years 1.34 Dividend yield 0.00 % December 31, 2017: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes-Merton Volatility 39.64 % Risk-free interest rate 1.88 % Expected term, in years 2.34 Dividend yield 0.00 % May 2018 Warrants December 31, 2018: Dividend yield 0.00 % Description Valuation technique Unobservable inputs Range Derivative warrant liabilities – A Warrants Black-Scholes-Merton Volatility 70.61 % Risk-free interest rate 2.53 % Expected term, in years 4.38 Dividend yield 0.00 % Description Valuation technique Unobservable inputs Range Derivative warrant liabilities – B Warrants Black-Scholes-Merton Volatility 84.02 % Risk-free interest rate 2.25 % Expected term, in years 0.12 Dividend yield 0.00 % May 17, 2018: Description Valuation technique Unobservable inputs Range Derivative warrant liabilities – A Warrants Black-Scholes-Merton Volatility 71.13 % Risk-free interest rate 2.98 % Expected term, in years 5.00 Dividend yield 0.00 % Description Valuation technique Unobservable inputs Range Derivative warrant liabilities – B Warrants Black-Scholes-Merton Volatility 72.88 % Risk-free interest rate 1.99 % Expected term, in years 0.50 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. Marathon Common Stock On January 11, 2018 (the “Transaction Date”), the Company entered into a Patent Rights Purchase and Assignment Agreement (the “Agreement”) with Crypto Currency Patent Holding Company LLC (the “Buyer”) and its parent company, Marathon, pursuant to which the Buyer agreed to purchase certain of the Company’s patents. As consideration for the patents, the Buyer paid $250 and Marathon issued 250,000 shares of Marathon Common Stock (the “Marathon Common Stock”) to the Company. The Marathon Common Stock was subject to a lockup period (the “Lockup Period”) which commenced on the Transaction Date and ended on July 11, 2018, subject to a leak-out provision. The Marathon Common Stock is recognized as a cost method investment and, as such, was required to be measured at cost on the date of acquisition, which, as of the Transaction Date, approximated fair value. The following table presents the placement in the fair value hierarchy of the Marathon Common Stock measured at fair value on a nonrecurring basis as of the Transaction Date: 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) January 11, 2018 $ 450 $ — $ 450 $ — December 31, 2018 $ 23 $ 23 $ — $ — The fair value of the Marathon Common Stock was estimated by multiplying the number of shares as they become tradeable by the price per share as of the Transaction Date, information that falls within Level 1 of the fair value hierarchy, quoted prices in active markets for identical assets; however, due to the fact that the Marathon Common Stock was restricted during the Lockup Period, the Company applied a discount on the lack of marketability to estimate the fair value at the measurement date, which is a significant other observable input resulting in placement in Level 2 of the fair value hierarchy. The fair value of the consideration as of the Transaction Date was determined to be $450. Based on the Company’s evaluation of the investment, it was determined that certain unrealized losses represented an other-than-temporary impairment as of December 31, 2018 and the Company recognized an impairment charge of $148 for the year ended December 31, 2018, equal to the excess of carrying value over fair value. The fair value of the remaining Marathon Common Stock held as of December 31, 2018 was determined to be $23, which is included in other assets in the consolidated balance sheet as of December 31, 2018. On July 11, 2018, the Lockup Period concluded and the Company was permitted to begin trading the Marathon Common Stock, subject to a leak-out provision whereby the shares were released from lockup in equal increments over a twenty-day period. As of December 31, 2018, the remaining 44,354 shares of Marathon Common Stock were no longer restricted pursuant to the Lockup Period and leak-out provision, and the Company determined that the investments are classified within Level 1 of the fair value hierarchy. During the year ended December 31, 2018, the Company sold 205,646 shares of Marathon Common Stock, with a carrying value of $279, for net proceeds of $200. The following table summarizes the changes in the Company’s investment in Marathon Common Stock, measured at fair value using significant other observable inputs (Level 2) as of Transaction Date and measured at fair value using quoted prices in active markets for identical assets (Level 1) during the year ended December 31, 2018: January 11, 2018 $ 450 Carrying value of Marathon Common Stock sold (279 ) Decrease in fair value of the Marathon Common Stock (148 ) December 31, 2018 $ 23 Other Fair Value Measurements 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 as of December 31, 2018 and 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, 2018: Contingent consideration $ 316 $ — $ — $ 316 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, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 10. Warrants* The following table summarizes information about warrant activity during the years ended December 31, 2018 and 2017: No. of warrants* Weighted average exercise price* Exercise price range* December 31, 2017 154,375 $ 60.60 $ 60.00 – 100.00 Granted 549,294 $ 12.40 $ 12.40 Exercised — — — Expired — — — December 31, 2018 703,669 $ 23.00 $ 12.40 – 100.00 The Company’s outstanding equity warrants as of December 31, 2018 consist of the following: No. outstanding* Exercise price* Remaining contractual life Expiration Date October 2015 Warrants 2,500 $ 100.00 2.29 years April 15, 2021 December 2016 Warrants 125,000 $ 60.00 2.98 years December 23, 2021 May 2018 Warrants 12,500 $ 12.40 4.88 years November 17, 2023 Outstanding as of December 31, 2018 140,000 The Company’s outstanding derivative warrants as of December 31, 2018 consist of the following: No. outstanding* Exercise price* Remaining contractual life Expiration Date May 2015 Warrants 26,875 $ 60.00 1.34 years May 4, 2020 *Adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation [Abstract] | |
Stock-based Compensation | Note 11. Stock-based Compensation* The Company has a stock-based compensation plan available to grant stock options and RSUs to the Company’s directors, employees and consultants. Under the 2012 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), a maximum of 78,000 shares of Common Stock may be awarded. In 2015 and 2016, the Company amended the Plan so that a maximum number of shares of Common Stock that may be awarded was increased to 355,000. As of December 31, 2018, 191,569 shares were available for future grants under the Plan. Total stock-based compensation expense for the years ended December 31, 2018 and 2017 was $916 and $2,745, respectively, of which stock-based compensation expense included in the discontinued operations was $0 and $586, respectively. There were no stock options granted during the year ended December 31, 2018. The following table illustrates the RSUs granted during the year ended December 31, 2018: Grant date No. of RSUs* Fair market value at grant date* Vesting term February 28, 2018 2,670 $ 18.80 Vesting immediately upon grant April 19, 2018 7,500 $ 12.00 Vesting immediately upon grant May 15, 2018 23,250 $ 12.00 Over one year, vesting on one-year anniversary of grant date The following tables summarize information about stock options and RSU activity during the year ended December 31, 2018: RSUs Options No. of Weighted No. of Weighted Exercise Weighted Outstanding as of January 1, 2018 18,278 $ 42.40 215,897 $ 113.40 $ 22.00 – 820.00 $ 77.20 Granted 33,420 $ 12.60 — — — — Vested/Exercised (28,448 ) $ 32.20 — — — — Forfeited (5,500 ) $ 12.00 (111,302 ) $ 119.00 $ 31.00 – 820.00 $ 78.60 Expired — — (2,616 ) $ 324.80 $ 192.00 – 330.00 $ 194.20 Outstanding as of December 31, 2018 17,750 $ 12.00 101,979 $ 99.80 $ 22.00 – 820.00 $ 62.40 Exercisable as of December 31, 2018 — — 94,688 $ 101.80 $ 22.00 – 820.00 $ 63.20 Non-vested stock options: Non-vested RSU: No. of options* Weighted average No. of RSUs* Weighted average Balance at January 1, 2018 65,313 $ 23.80 18,278 $ 42.40 Granted — $ — 33,420 $ 12.60 Vested (24,729 ) $ 24.00 (28,448 ) 32.20 Forfeited (33,292 ) $ 25.60 (5,500 ) $ 12.00 Balance at December 31, 2018 7,292 $ 20.00 17,750 $ 12.00 The following table summarizes information about employee and non-employee stock options outstanding as of December 31, 2018: Exercise price range No. options outstanding* No. options exercisable* Weighted average remaining contractual life (years) $ 0.01-200.00 91,979 84,688 8.00 $ 200.00-400.00 — — — $ 400.00-600.00 2,000 2,000 5.57 $ 600.00-800.00 5,300 5,300 5.35 $ 800.00-1000.00 2,700 2,700 6.14 101,979 94,688 *Adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019. As of December 31, 2018, there was no aggregate intrinsic value associated with either the options outstanding or the options exercisable, as they were out-of-the-money. As of December 31, 2017, the total aggregate intrinsic values of options outstanding was $14, and there was no aggregate intrinsic value associated with the options exercisable as they were out-of-the-money. There were no options exercised during the years ended December 31, 2018 and 2017. The total fair value of stock options that vested in the years ended December 31, 2018 and 2017 was $565 and $1,932, respectively. As of December 31, 2018, there was approximately $153 of total unrecognized stock-based payment cost related to non-vested options, shares, and RSUs granted under the incentive stock option plans. Overall, the cost is expected to be recognized over a weighted average of 1.00 years. 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, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure | Note 12. Related Parties Transactions On April 14, 2018, the Company entered into a consulting agreement with an employee of Mistral Equity Partners, which is a significant shareholder of the Company and whose Chief Executive Officer is a member of the Board of Directors of the Company, to consult on certain business-related matters. The total consideration is approximately $10 In connection with the Collaboration Agreement with Calm, the Company sold Calm subscriptions and certain Calm-branded retail products in its spas, beginning in November 2018. During the year ended December 31, 2018, the Company recorded revenue of $11 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure | Note 13. Property and Equipment The following table summarizes information about property and equipment activity during the years ended December 31, 2018 and 2017: 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 Additions 3,031 Depreciation expense (7,033 ) Balance of property and equipment as of December 31, 2018 $ 11,795 Property and equipment is comprised of three categories: leasehold improvements, furniture and fixtures, and other operating equipment. During the years ended December 31, 2018 and 2017, the Company recorded $7,033 and $5,573 of depreciation expense from continuing operations, in the depreciation expense from continuing operations for the year ended December 31, 2017 is $1,131 of accelerated depreciation related to the closure of one of XpresSpa’s JFK locations in June 2017. The assets related to the JFK location are not included in the net book value of property and equipment and accumulated depreciation, as noted in the table below. As of December 31, 2018 and 2017, the Company had capitalized $770 and $860, respectively, related to construction-in-progress based on percentage of completion of each in-progress project. In October 2017, the Company recorded a $235 reduction of construction-in-progress within property and equipment and an increase to goodwill, which represents amounts as of the acquisition date of XpresSpa that were related to two old projects for stores that never actually opened. December 31, 2018 2017 Useful Life Furniture and fixtures $ 1,264 $ 1,164 3 4 Leasehold improvements 18,932 17,704 Average 5 8 Other operating equipment 2,322 1,488 Maximum 5 22,518 20,356 Accumulated depreciation (10,723 ) (4,559 ) Total property and equipment, net $ 11,795 $ 15,797 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, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets | Note 14. Other Current Assets As of December 31, 2018, and 2017, the Company’s other current assets were comprised of the following: December 31, 2018 2017 Prepaid expenses $ 1,204 $ 1,212 Notes receivable — 800 Other 261 108 Total other current assets $ 1,465 $ 2,120 Prepaid expenses are predominantly comprised of prepaid insurance policies which have terms of one year or less. The note receivable, which related 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, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Current Liabilities | Note 15. Accounts Payable, Accrued Expenses and Other Current Liabilities As of December 31, 2018 and 2017, the Company’s accounts payable, accrued expenses and other current liabilities were comprised of the following: December 31, 2018 2017 Accounts payable $ 3,825 $ 3,362 Accrued expenses 1,704 3,160 Accrued compensation 1,126 1,074 Tax-related liabilities 719 615 Gift certificates and loyalty reward program liabilities 674 474 Other 84 51 Total accounts payable, accrued expenses and other current liabilities $ 8,132 $ 8,736 Accrued liability for insurance XpresSpa carries several annual insurance policies including indemnity, fire, umbrella, and workers’ compensation. XpresSpa financed a total of $1,184, or 80%, of the total insurance premiums with a third-party provider, at a weighted average rate of 4.06% per year payable in ten monthly installments. Merchant financing In February 2017, XpresSpa entered into a merchant financing arrangement with a top tier credit card company for $500. As of December 31, 2017, the outstanding balance of the advance was $112. This balance was repaid in full in February 2018. No further merchant financing has been obtained. |
Discontinued Operations and Ass
Discontinued Operations and Assets and Liabilities Held for Disposal | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held For Sale | Note 16. 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 relating to FLI Charge’s technology assets and goodwill was recorded during the year ended December 31, 2017. 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 did not provide any continued management or financing support to FLI Charge after the Closing Date. Total consideration for the sale of FLI Charge was $1,250, payable in installments. The consideration was secured by a note and security agreement. Additionally, the Company is entitled to a 5% royalty, in perpetuity, on the gross revenue of FLI Charge and of any affiliate of FLI Charge with regard to conductive wireless charging, power, or accessories. The Company also received a warrant exercisable in FLI Charge or an affiliate of FLI Charge upon an initial public offering or certain defined events in connection with a change of control. The warrant has a five-year life and is based on a valuation of the lesser of $30,000 or the financing valuation of FLI Charge preceding the initial public offering or certain defined events. The fair value of the total consideration was determined to be $1,052, which resulted in a gain on disposal of $629 in consolidated net loss from discontinued operations. The fair value of the consideration for the FLI Charge disposition was determined using a combination of valuation methods including: (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. The Company’s fair value measurements are evaluated by management to ensure that they are consistent with expectations of management based upon the sensitivity and nature of the inputs. 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 (the “Closing Date”), after which the Company no longer had any involvement with Group Mobile. In consideration for the Disposition, the Buyer issued to the Company: · 2,250,000 shares of common stock of Route1 (“Route1 common stock”); · warrants to purchase 30,000,000 shares of Route1 common stock, which will feature an exercise price of CAD 5 cents per share of common stock and will be exercisable for a three-year period; and · certain other payments over the three-year period pursuant to an earn-out provision in the Purchase Agreement. The Company retained certain inventory with a value of $555 to be disposed of separately from the transaction with Route1 in the first half of 2018. Of this amount, $110 was sold and the remaining inventory excluded from the transaction was subsequently determined to be obsolete and unsalable and was fully written off in June 2018. Assets held for disposal includes $109 of accounts receivable, net of allowance, associated with the sale of the inventory excluded from the transaction with Route1. Post-closing, the Company owned approximately 6.7% of Route1 common stock. The Route1 common stock is not 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 Closing Date, 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 Group Mobile Purchase Agreement also contains representations, warranties, and covenants customary for transactions of this type. The total consideration of the Disposition is recognized as a cost method investment and, as such, must be measured at cost on the date of acquisition, which, as of the Closing Date, approximates fair value. The fair value of the total consideration as of the Closing Date was determined to be $1,625, which is less than the carrying value of the asset, and is included in other assets in the consolidated balance sheet as of December 31, 2018. This resulted in a loss on disposal of $301, which is included in consolidated net loss from discontinued operations in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2018. The value of the total consideration for the Group Mobile disposition was determined using a combination of valuation methods including: (i) The value of the Route 1 common stock was determined to be $308, which was estimated by multiplying the number of shares as they become tradeable by the price per share as of the Closing Date. (ii) The value of the warrants was determined to be $176, which was obtained using the Black-Scholes-Merton model. (iii) The value of the earn-out provision was determined to be $1,141, which was estimated using a Monte-Carlo simulation analysis. The sale of Group Mobile was completed on March 22, 2018, after which the Company had no further involvement with Group Mobile. Operating Results and Assets and Liabilities Held for Sale 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, 2018 and 2017: For the years ended December 31, 2018 2017 Revenue $ 2,834 $ 15,454 Cost of sales (2,305 ) (12,373 ) Depreciation and amortization (131 ) (770 ) Impairment — (8,577 ) General and administrative (1,190 ) (5,986 ) Loss on disposal (301 ) — Non-operating expense (22 ) (13 ) Loss from discontinued operations before income taxes (1,115 ) (12,265 ) Income tax expense — (12 ) Consolidated net loss from discontinued operations $ (1,115 ) $ (12,277 ) In addition, the following table presents the carrying amounts of the major classes of assets and liabilities held for sale as of December 31, 2018 and 2017, as presented in the consolidated balance sheets: December 31, 2018 2017 Cash $ — $ 150 Accounts receivable, net 109 2,920 Inventory — 1,935 Other current assets — 3 Property and equipment, net — 874 Intangible assets, net — 564 Assets held for disposal $ 109 $ 6,446 Accounts payable, accrued expenses and other current liabilities $ 40 $ 3,142 Deferred revenue — 619 Liabilities held for disposal $ 40 $ 3,761 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17. Income Taxes For the years ended December 31, 2018 and 2017, the loss from continuing operations before income taxes consists of the following: 2018 2017 Domestic $ (36,506 ) $ (16,536 ) Foreign 597 535 $ (35,909 ) $ (16,001 ) Income tax expense attributable to continuing and discontinued operations for the years ended December 31, 2018 and 2017 consisted of the following: 2018 2017 Continuing operations Current: Federal $ (6 ) $ — State 22 — Foreign 22 62 Deferred: Federal (316 ) 49 State — — Foreign — — $ (278 ) $ 111 2018 2017 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, 2018 2017 Loss from continuing operations before income taxes $ (35,909 ) $ (16,001 ) Tax rate 21 % 35 % Computed “expected” tax benefit (7,541 ) (5,600 ) State taxes, net of federal income tax benefit (1,422 ) (647 ) Change in valuation allowance 7,539 (19,554 ) Nondeductible expenses 242 800 Tax Reform Rate impact — 24,486 Other items 904 626 Income tax expense (benefit) for continuing operations $ (278 ) $ 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, 2018 and 2017 are as follows: December 31, 2018 2017 Deferred income tax assets Net operating loss carryforwards $ 39,972 $ 35,743 Stock-based compensation 4,468 4,238 Intangible assets and other 4,308 1,020 Net deferred income tax assets 48,748 41,001 Less: Valuation allowance (48,748 ) (41,209 ) 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 (“NOLs”) will not be utilized in the foreseeable future. The cumulative valuation allowance as of December 31, 2018 is $ 48,748 , The following table presents the changes to the valuation allowance during the years presented: As of January 1, 2017 $ 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 Charged to cost and expenses – continuing operations 8,300 Charged to cost and expenses – discontinued operations 342 Return to provision true-up and other (1,103 ) As of December 31, 2018 $ 48,748 As of December 31, 2018 , the Company’s estimated aggregate total NOLs were $ 150,926 for U.S. federal purposes, expiring 20 $ 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 2015 through 2017. On December 22, 2017, the United States government enacted the Tax Act, which made changes to the corporate tax rate, business-related deductions and taxation of foreign earnings, among other changes, that was generally effective for tax years beginning after December 31, 2017. After the one-year evaluation under SAB 118, the Company determined that there was no material impact from the TCJA. 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 2018 and 2017, the net impact to the financial statements associated with the rate change was immaterial. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18. 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 $290 as of December 31, 2018 and $250 as of December 31, 2017, which are included in accounts payable, accrued expenses and other current liabilities in the consolidated balance sheets. The Company expenses legal fees in the period in which they are incurred. Cordial Effective October 2014, XpresSpa terminated its former Airport Concession Disadvantaged Business Enterprise (“ACDBE”) partner, Cordial Endeavor Concessions of Atlanta, LLC (“Cordial”), in several store locations at Hartsfield-Jackson Atlanta International Airport. Cordial filed a series of complaints with the City of Atlanta, both before and after the termination, in which Cordial alleged, among other things, that the termination was not valid and that XpresSpa unlawfully retaliated against Cordial when Cordial raised concerns about the joint venture. In response to the numerous complaints it received from Cordial, the City of Atlanta required the parties to engage in two mediations. After the termination of the relationship with Cordial, XpresSpa sought to substitute two new ACDBE partners in place of Cordial. In April 2015, Cordial filed a complaint with the United States Federal Aviation Administration (“FAA”), which oversees the City of Atlanta with regard to airport ACDBE programs, and, in December 2015, the FAA instructed that the City of Atlanta review XpresSpa’s request to substitute new partners in lieu of Cordial and Cordial’s claims of retaliation. In response to the FAA instruction, pursuant to a corrective action plan approved by the FAA, the City of Atlanta held a hearing in February 2016 and ruled in favor of XpresSpa such substitution and claims of retaliation. Cordial submitted a further complaint to the FAA claiming that the City of Atlanta was biased against Cordial and that the City of Atlanta’s decision was wrong. In August 2016, the parties met with the FAA. On October 4, 2016, the FAA sent a letter to the City of Atlanta directing that the City of Atlanta retract previous findings on Cordial’s allegations and engage an independent third party to investigate issues previously decided by Atlanta. The FAA also directed that the City of Atlanta determine monies potentially due to 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. XpresSpa is seeking damages, declaratory judgment, rescission/termination of certain agreements, disgorgement of revenue, fees and costs, and various other relief. On February 21, 2017, the defendants filed a motion to dismiss. On March 3, 2017, XpresSpa filed a first amended complaint against the 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, and on September 24, 2018, XpresSpa perfected its appellate rights and submitted a brief to the Supreme Court of New York, First Department appellate court. Oral arguments on the appeal are expected to take place in early On March 30, 2018, Cordial filed a lawsuit against XpresSpa, a subsidiary of XpresSpa, and several additional parties in the Superior Court of Fulton County, Georgia, alleging the violation of Cordial’s civil rights, tortious interference, breach of fiduciary duty, civil conspiracy, conversion, retaliation, and unjust enrichment. Cordial has threated to seek punitive damages, attorneys’ fees and litigation expenses, accounting, indemnification, and declaratory judgment as to the status of the membership interests of XpresSpa and Cordial in the joint venture and Cordial’s right to profit distributions and management fees from the joint venture. On May 3, 2018, the Court issued an order extending the time for the defendants to respond to Cordial’s lawsuit until June 25, 2018. On May 4, 2018, the defendants moved the lawsuit to the United States District Court for the Northern District of Georgia. On June 5, 2018, the Court granted an extension of time for the defendants’ response until August 17, 2018. On August 9, 2018, the Court granted an additional extension of time for the defendants’ response until September 7, 2018, and thereafter provided another extension pending the Court’s consideration of XpresSpa’s Motion to Stay all action in the Georgia lawsuit, pending resolution of the New York lawsuit and the FAA action. On October 29, 2018, XpresSpa’s Motion to Stay was denied. Prior to resolution of the Motion to Stay, Cordial filed a Motion for Temporary Restraining Order (“TRO Motion”), seeking to enjoin the defendants and specifically XpresSpa, from, among other things, distributing any cash flow, net profits, or management fees, or otherwise expending resources beyond necessary operation expenses. XpresSpa filed an opposition and, in a decision entered December 26, 2018, the Court denied Cordial’s TRO Motion entirely. Defendants filed a Motion to Dismiss the Complaint in its entirety on November 20, 2018, which is pending decision by the Court. In re Chen et al. In March 2015, four former XpresSpa employees who worked at XpresSpa 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, Eastern District of New York. In re Chen et al. 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 alleged violations of various sections of the Securities Exchange Act of 1934 (“Exchange Act”), 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 sought 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. By March 30, 2018, the motion to dismiss was fully briefed. On August 7, 2018, the Court ruled on the defendants’ motion, dismissing eight of the plaintiffs’ ten claims and denying the defendants’ motion to dismiss with respect to the two remaining claims, related to the Exchange Act. On October 30, 2018, the Court ordered that the plaintiffs could file an amended complaint and, in response, the defendants could move for summary judgment. Consistent with the Court’s Order, on November 16, 2018, the plaintiffs filed a second amended complaint, modifying their allegations, and asserting claims pursuant to the Exchange Act, the Securities Act of 1933, and bringing a breach of contract claim. On December 17, 2018, the defendants filed a motion for summary judgment seeking dismissal of all claims. On February 1, 2019, the plaintiffs filed an opposition to defendants’ motion and filed a counter motion for partial summary judgment concerning one of the alleged misstatements. The defendants’ motion for summary judgment was fully briefed as of March 1, 2019. The plaintiffs’ partial motion for summary judgment was fully briefed as of March 15, 2019. Krainz v. FORM Holdings Corp. et al. On March 20, 2019, a second suit was commenced in the United States District Court for the Southern District of New York against FORM Holdings Corp., seven of its directors and former directors, as well as a managing director of Mistral Equity Partners. The individual plaintiff, Roman Kainz, who was a shareholder of XpresSpa Holdings, LLC at the time of its merger with FORM Holdings Corp, alleges that Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false statements concerning, inter alia Route1 On May 23, 2018, Route1 and Group Mobile filed a Statement of Claim against the Company in the Ontario (Canada) Superior Court of Justice seeking monetary damages based on indemnity claims made by Route1 and Group Mobile pursuant to the Group Mobile Purchase Agreement, including an offset against funds payable to the Company by Route1 and Group Mobile pursuant to the Group Mobile Purchase Agreement. On August 13, 2018, the Company filed its Defense and Counterclaim, seeking the payment of such funds payable to the Company by Route1 and Group Mobile pursuant to the Group Mobile Purchase Agreement. Rodger Jenkins v. XpresSpa Group, Inc. In March 2019, Rodger Jenkins filed a lawsuit against the Company in the United States District Court for the Southern District of New York. The lawsuit alleges breach of contract of the stock purchase agreement related to the Company’s acquisition of Excalibur Integrated Systems, Inc. and seeks specific performance, compensatory damages and other fees, expenses and costs. Intellectual Property The Company is engaged in litigation related to certain of the intellectual property that it owns, for which no liability is recorded, as the Company does not expect a material negative outcome. In addition to those matters specifically set forth herein, 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. In the event that an action is brought against the Company or one of its subsidiaries, the Company will investigate the allegation and vigorously defend itself. 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, 2028 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 to $320 per year and are adjusted on each anniversary date. 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 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, 2018 and 2017 were $8,405 and $7,996, respectively. As of December 31, 2018, future minimum commitments under noncancelable lease agreements are as follows: Years ending December 31, Amount 2019 $ 3,563 2020 2,848 2021 2,188 2022 2,256 2023 1,538 Thereafter 2,642 Total $ 15,035 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19. Subsequent Events CEO Transition On February 8, 2019, Edward Jankowski resigned as Chief Executive Officer of the Company and as a director of the Company. Mr. Jankowski’s resignation was not as a result of any disagreement with the Company on any matters related to the Company’s operations, policies or practices. Mr. Jankowski will receive termination benefits including $375 payable in equal installments over a twelve-month term commencing on February 13, 2019 and COBRA continuation coverage paid in full by the Company for up to a maximum of twelve months. Effective as of February 11, 2019, Douglas Satzman was appointed by the Company’s board of directors as the Chief Executive Officer of the Company and as a director of the Company. Reverse Stock Split On February 22, 2019, The Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of the Company’s shares of Common Stock. Such amendment and ratio were previously approved by the Company’s stockholders and board of directors, respectively. As a result of the reverse stock split, every twenty (20) shares of the Company’s pre-reverse split Common Stock were combined and reclassified into one (1) share of Common Stock. Proportionate voting rights and other rights of Common Stock holders were affected by the reverse stock split. Stockholders who would have otherwise held a fractional share of Common Stock received payment in cash in lieu of any such resulting fractional shares of Common Stock as the post-reverse split amounts of Common Stock were rounded down to the nearest full share. Such cash payment in lieu of a fractional share of Common Stock was calculated by multiplying such fractional interest in one share of Common Stock by the closing trading price of the Company’s Common Stock on February 22, 2019, and rounded to the nearest cent. No fractional shares were issued in connection with the reverse stock split. The Company’s Common Stock began trading on the Nasdaq Capital Market on a post-reverse split basis at the open of business on February 25, 2019. FLI Charge Amendment to Royalty Agreement and Termination of Warrant In February 2019, the Company entered into an agreement to release FLI Charge’s obligation to pay any royalties on FLI Charge’s perpetual gross revenues with regard to conductive wireless charging, power, or accessories, and to cancel its warrants exercisable in FLI Charge in exchange for cash proceeds of $1,100, which were received in full on February 15, 2019. |
Accounting and Reporting Poli_2
Accounting and Reporting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 generally accepted accounting principles in the United States of America (“U.S. 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 U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the 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 which typically settle in less than five days. As of December 31, 2018 and 2017, cash and cash equivalents included $260 and $336 of credit card receivables, respectively. As of December 31, 2018, the Company held significant portions of its cash balance in overseas accounts, totaling $1,143, |
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” to determine if such instruments are indexed to the Company’s own stock and qualify for classification in 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, 2018 and 2017, 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 and comprehensive loss. 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 | (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 and comprehensive loss. Property and equipment is tested for impairment on at least an annual basis or whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. |
Goodwill | (j) Goodwill Goodwill is an asset representing the future economic benefits arising from other 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 . The Company evaluates goodwill impairment at the reporting unit level and performs its annual goodwill impairment test on December 31. The Company has adopted ASU No. 2017-14, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment effective January 1, 2018. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then they would not need to perform the quantitative impairment test for the reporting unit. If the Company cannot support such a conclusion or does not elect to perform the qualitative assessment, then the qualitative goodwill impairment test is used to identify potential impairment by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying value, then the goodwill is not impaired. If the fair value of the reporting unit is less than its carrying value, an impairment charge will be recorded based on the excess of a reporting unit’s carrying amount over its fair value. 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. As of December 31, 2018, the Company’s goodwill was fully impaired. See “Note 6. Intangible Assets and Goodwill” for further details on the assessment and conclusion on the goodwill impairment recorded during the year ended December 31, 2018. |
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. Other assets include cost basis investments. 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% ownership interest in InfoMedia as consideration and a seat on the board of directors of InfoMedia. The Company’s equity interest increased from 8.25% to 11% in the first quarter of 2017 due to a realignment of ownership interests. The Company’s investment in InfoMedia is included in other assets in the consolidated balance sheets for the years ended December 31, 2018 and 2017. |
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. Accordingly, the Company recognizes revenue for its single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. 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. The Company also has a franchise agreement with an unaffiliated franchisee to operate an XpresSpa location. The Company has identified the franchise right as a distinct performance obligation that transfers over time, and therefore any portion of the non-recurring initial franchise fee that is allocated to the franchise right should be recognized over the course of the contract rather than all upfront as would be the case with distinct performance obligations. Under the Company’s franchising model, all initial franchising fees relate to the franchise right and therefore are recognized over the course of the contract which commences upon signing of the agreement. Upon receipt of the non-recurring, non-refundable initial franchise fee, management records a deferred revenue asset and recognizes revenue on a straight-line basis over the contract term. As of December 31, 2018, there were no franchise royalty revenues as operations have not yet commenced. Once operations commence, franchise royalty revenue will be recorded in the period earned. Other revenue relates to one-time intellectual property licenses as well as the sale of certain of the Company’s intellectual property. Revenue from patent licensing is recognized when the Company transfers promised intellectual property rights to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those intellectual property rights. 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, receipt of the upfront fee, and transfer of the promised intellectual property rights. |
Gift cards and customer rewards program | (m) 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. On June 1, 2018, the Company adopted a formal expiration policy whereby any loyalty members with inactivity for an 18-month period will forfeit any unused loyalty rewards. 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’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. As a result of the Company’s transition to a pure-play health and wellness services company, it currently has one operating segment that is also its sole reporting unit, XpresSpa. The Company owns certain patent portfolios, which it looks to monetize through sales and licensing agreements. During the year ended December 31, 2018, the Company determined that its former intellectual property operating segment would no longer be an area of focus and, as such, will no longer operate as a separate operating segment, as it is not expected to generate any material revenues or operating costs. |
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 are incurred. |
Cost of Sales | (q) 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 generally became 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%, 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 | (u) 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 . FASB ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received by selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, FASB ASC 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 Level 2 Level 3 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 this 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. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. ASU No. 2014-15, Presentation of Financial Statements — Going Concern, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern This standard requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Substantial doubt about an entity’s ability to continue as a going concern exists when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The amendments in this Update are effective for the annual period beginning after December 15, 2016. ASU No. 2016-01, Financial Instruments – Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities This standard 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. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. ASU No. 2016-02, Leases (Topic 842) This standard provides new guidance related to accounting for leases and supersedes 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. In 2016, FASB issued ASU 2016-02, Leases, and several amendments (collectively, “ASU 2016-02”), which requires the Company to recognize assets and liabilities arising from most operating leases on the consolidated statements of financial condition. In 2018, the FASB issued ASU 2018-11, Targeted Improvements (“ASU 2018-11”), which provides a transition option to not apply the new lease standard to the comparative periods presented in the consolidated statements of financial condition. Under this transition option, the Company shall apply the new leases standard at the adoption date and recognizes any cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 effective for the fiscal year beginning after December 15, 2018 on a modified retrospective basis. The Company applied the transition option permitted by ASU 2018-11 and elected the package of practical expedients to alleviate certain operational and reporting complexities related to the adoption. The Company expects to recognize right-of-use assets and lease liabilities in the range of $10 million to $12 million for its current operating leases upon adoption of ASU 2016-02 and does not expect the adoption to have a material impact on its results of operations or cash flows. 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. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash This amendment clarifies the classification and presentation of restricted cash in the consolidated statement of cash flows under Topic 230. In addition to providing explanation on the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new standard is effective for the fiscal year beginning after December 15, 2017, with early adoption permitted. We adopted ASU 2016-18 effective January 1, 2018. As a result of the adoption of ASU 2016-18, in the consolidated statement of cash flows for the year ended December 31, 2018, we reclassified $487 of restricted cash. 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. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815) This standard provides new guidance to address the complexity of accounting for certain financial instruments with down round features. The amendments of this ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. A down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. A freestanding equity-linked financial instrument (or embedded conversion feature) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The new standard is effective for the fiscal year beginning after December 15, 2018 with early adoption permitted. The Company early adopted this standard effective January 1, 2018. 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. ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement This amendment provides updates to the disclosure requirements on fair value measures in Topic 820 which includes the changes in unrealized gains and losses in other comprehensive income for recurring Level 3 fair value measurements, the option of additional quantitative information surrounding unobservable inputs and the elimination of disclosures around the valuation processes for Level 3 measurements. The new standard is effective for the fiscal year beginning after December 15, 2019. The Company is currently in the process of evaluating the impact of the adoption of this standard on its consolidated financial statements. |
Net Loss per Share of Common _2
Net Loss per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Basic numerator: Net loss from continuing operations attributable to shares of Common Stock $ (36,090 ) $ (16,563 ) Net loss from discontinued operations attributable to shares of Common Stock (1,115 ) (12,277 ) Net loss attributable to the Company $ (37,205 ) $ (28,840 ) Basic denominator: Basic shares of Common Stock outstanding* 1,453,635 1,114,349 Basic loss per share of Common Stock from continuing operations $ (24.83 ) $ (14.86 ) Basic loss per share of Common Stock from discontinued operations (0.77 ) (11.02 ) Basic net loss per share of Common Stock $ (25.60 ) $ (25.88 ) Diluted numerator: Net loss from continuing operations attributable to shares of Common Stock $ (36,090 ) $ (16,563 ) Net loss from discontinued operations attributable to shares of Common Stock (1,115 ) (12,277 ) Net loss attributable to the Company $ (37,205 ) $ (28,840 ) Diluted denominator: Diluted shares of Common Stock outstanding 1,453,635 1,114,349 Diluted loss per share of Common Stock from continuing operations $ (24.83 ) $ (14.86 ) Diluted loss per share of Common Stock from discontinued operations (0.77 ) (11.02 ) Diluted net loss per share of Common Stock $ (25.60 ) $ (25.88 ) 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 101,979 215,897 Unvested RSUs to issue an equal number of shares of Common Stock of the Company 17,750 18,278 Warrants to purchase an equal number of shares of Common Stock of the Company 703,670 154,375 Preferred stock on an as converted basis 6,364,328 168,216 Conversion feature of senior secured notes 217,500 — Total number of potentially dilutive instruments, excluded from the calculation of net loss per share * 7,405,227 556,767 *Adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019. |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | December 31, 2018 2017 Cash denominated in United States dollars $ 2,000 $ 3,924 Cash denominated in currency other than United States dollars 1,143 2,108 Credit and debit card receivables 260 336 $ 3,403 $ 6,368 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Non current Assets [Abstract] | |
Schedule of Other Assets | Other assets in the consolidated balance sheets are comprised of the following as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Cost method investments $ 2,482 $ 834 Lease deposits 894 852 Other assets $ 3,376 $ 1,686 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Weighted average amortization period (years) Trade name $ 13,309 $ (4,485 ) $ 8,824 $ 13,309 $ (2,269 ) $ 11,040 6.00 Customer relationships 312 (312 ) — 312 (156 ) 156 2.00 Software 312 (69 ) 243 233 (4 ) 229 3.00 Patents 26,897 (26,797 ) 100 26,897 (26,775 ) 122 13.69 Total intangible assets $ 40,830 $ (31,663 ) $ 9,167 $ 40,751 $ (29,204 ) $ 11,547 |
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, 2018 is as follows: Years ending December 31, Amount 2019 $ 2,305 2020 2,293 2021 2,284 2022 2,232 2023 15 Thereafter 38 Total $ 9,167 |
Schedule of Goodwill | The following table provides information regarding the Company’s goodwill, which relates to the acquisition of XpresSpa completed in December 2016, and related impairment charge recorded during the year ended December 31, 2018. See “Note 16 – Discontinued Operations and Assets and Liabilities Held for Disposal ” for impairment charges pertaining to discontinued operations for the year ended December 31, 2017. Goodwill as of December 31, 2016 $ 20,303 Adjustments to XpresSpa goodwill (673 ) Goodwill as of December 31, 2017 19,630 Impairment of goodwill (19,630 ) Goodwill as of December 31, 2018 $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
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, 2018 and 2017. 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 December 31, 2018 2017 Revenue United States $ 44,738 $ 43,555 All other countries 5,356 5,268 Total revenue 50,094 48,823 Cost of sales United States 36,017 35,844 All other countries 3,434 3,142 Total cost of sales 39,451 38,986 Segment operating income (loss) United States (36,125 ) (16,282 ) All other countries 1,400 1,566 Operating loss from continuing operations (34,725 ) (14,716 ) Corporate non-operating expense, net (1,184 ) (1,285 ) Loss from continuing operations before income taxes $ (35,909 ) $ (16,001 ) Assets United States $ 27,809 $ 55,152 All other countries 2,666 3,642 Assets held for disposal 109 6,446 Total assets $ 30,584 $ 65,240 |
Debt and Convertible Notes (Tab
Debt and Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt Fair Value | The table below summarizes the initial fair value of the Convertible Notes and Warrants as of May 17, 2018: Class A Warrants $ 1,827 Class B Warrants 135 Convertible Notes 2,388 Total Fair Value $ 4,350 |
Schedule of Debt and Convertible Notes | The table below summarizes changes in the book value of the Convertible Notes from May 17, 2018 to December 31, 2018: Book value as of May 17, 2018 $ 2,388 Debt issuance costs (320 ) Book value as of May 17, 2018 2,068 Debt repayments in the period (1,068 ) Amortization of debt discount and debt issuance costs, included in interest expense 986 Book value as of December 31, 2018 $ 1,986 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [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, 2018 and 2017: May 2015 Warrants 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, 2018: May 2015 Warrants $ — $ — $ — $ — December 31, 2017: May 2015 Warrants $ 34 $ — $ — $ 34 May 2018 Warrants 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, 2018: A Warrants $ 476 $ — $ — $ 476 B Warrants — — — — Total $ 476 $ — $ — $ 476 May 17, 2018: A Warrants $ 1,827 $ — $ — $ 1,827 B Warrants 135 — — 135 Total $ 1,962 $ — $ — $ 1,962 |
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, 2018: December 31, 2017 $ 34 Issuance of warrants May 17, 2018 1,962 Decrease in fair value of the derivative warrant liabilities (1,520 ) December 31, 2018 $ 476 |
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. May 2015 Warrants December 31, 2018: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes-Merton Volatility 71.16 % Risk-free interest rate 2.49 % Expected term, in years 1.34 Dividend yield 0.00 % December 31, 2017: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes-Merton Volatility 39.64 % Risk-free interest rate 1.88 % Expected term, in years 2.34 Dividend yield 0.00 % May 2018 Warrants December 31, 2018: Dividend yield 0.00 % Description Valuation technique Unobservable inputs Range Derivative warrant liabilities – A Warrants Black-Scholes-Merton Volatility 70.61 % Risk-free interest rate 2.53 % Expected term, in years 4.38 Dividend yield 0.00 % Description Valuation technique Unobservable inputs Range Derivative warrant liabilities – B Warrants Black-Scholes-Merton Volatility 84.02 % Risk-free interest rate 2.25 % Expected term, in years 0.12 Dividend yield 0.00 % May 17, 2018: Description Valuation technique Unobservable inputs Range Derivative warrant liabilities – A Warrants Black-Scholes-Merton Volatility 71.13 % Risk-free interest rate 2.98 % Expected term, in years 5.00 Dividend yield 0.00 % Description Valuation technique Unobservable inputs Range Derivative warrant liabilities – B Warrants Black-Scholes-Merton Volatility 72.88 % Risk-free interest rate 1.99 % Expected term, in years 0.50 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 Marathon Common Stock measured at fair value on a nonrecurring basis as of the Transaction Date: 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) January 11, 2018 $ 450 $ — $ 450 $ — December 31, 2018 $ 23 $ 23 $ — $ — |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table summarizes the changes in the Company’s investment in Marathon Common Stock, measured at fair value using significant other observable inputs (Level 2) as of Transaction Date and measured at fair value using quoted prices in active markets for identical assets (Level 1) during the year ended December 31, 2018: January 11, 2018 $ 450 Carrying value of Marathon Common Stock sold (279 ) Decrease in fair value of the Marathon Common Stock (148 ) December 31, 2018 $ 23 |
Fair Value, Assets Measured on Recurring 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 as of December 31, 2018 and 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, 2018: Contingent consideration $ 316 $ — $ — $ 316 December 31, 2017: Contingent consideration $ 316 $ — $ — $ 316 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017: No. of warrants* Weighted average exercise price* Exercise price range* December 31, 2017 154,375 $ 60.60 $ 60.00 – 100.00 Granted 549,294 $ 12.40 $ 12.40 Exercised — — — Expired — — — December 31, 2018 703,669 $ 23.00 $ 12.40 – 100.00 |
Schedule Of Warrants Outstanding | The Company’s outstanding equity warrants as of December 31, 2018 consist of the following: No. outstanding* Exercise price* Remaining contractual life Expiration Date October 2015 Warrants 2,500 $ 100.00 2.29 years April 15, 2021 December 2016 Warrants 125,000 $ 60.00 2.98 years December 23, 2021 May 2018 Warrants 12,500 $ 12.40 4.88 years November 17, 2023 Outstanding as of December 31, 2018 140,000 The Company’s outstanding derivative warrants as of December 31, 2018 consist of the following: No. outstanding* Exercise price* Remaining contractual life Expiration Date May 2015 Warrants 26,875 $ 60.00 1.34 years May 4, 2020 *Adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stock Options and Restricted Stock Units Activity | The following tables summarize information about stock options and RSU activity during the year ended December 31, 2018: RSUs Options No. of Weighted No. of Weighted Exercise Weighted Outstanding as of January 1, 2018 18,278 $ 42.40 215,897 $ 113.40 $ 22.00 – 820.00 $ 77.20 Granted 33,420 $ 12.60 — — — — Vested/Exercised (28,448 ) $ 32.20 — — — — Forfeited (5,500 ) $ 12.00 (111,302 ) $ 119.00 $ 31.00 – 820.00 $ 78.60 Expired — — (2,616 ) $ 324.80 $ 192.00 – 330.00 $ 194.20 Outstanding as of December 31, 2018 17,750 $ 12.00 101,979 $ 99.80 $ 22.00 – 820.00 $ 62.40 Exercisable as of December 31, 2018 — — 94,688 $ 101.80 $ 22.00 – 820.00 $ 63.20 |
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, 2018 65,313 $ 23.80 18,278 $ 42.40 Granted — $ — 33,420 $ 12.60 Vested (24,729 ) $ 24.00 (28,448 ) 32.20 Forfeited (33,292 ) $ 25.60 (5,500 ) $ 12.00 Balance at December 31, 2018 7,292 $ 20.00 17,750 $ 12.00 |
Employee and Non-Employee Stock Options | The following table summarizes information about employee and non-employee stock options outstanding as of December 31, 2018: Exercise price range No. options outstanding* No. options exercisable* Weighted average remaining contractual life (years) $ 0.01-200.00 91,979 84,688 8.00 $ 200.00-400.00 — — — $ 400.00-600.00 2,000 2,000 5.57 $ 600.00-800.00 5,300 5,300 5.35 $ 800.00-1000.00 2,700 2,700 6.14 101,979 94,688 |
Consultant [Member] | |
Schedule of Options Granted | The following table illustrates the RSUs granted during the year ended December 31, 2018: Grant date No. of RSUs* Fair market value at grant date* Vesting term February 28, 2018 2,670 $ 18.80 Vesting immediately upon grant April 19, 2018 7,500 $ 12.00 Vesting immediately upon grant May 15, 2018 23,250 $ 12.00 Over one year, vesting on one-year anniversary of grant date |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017: 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 Additions 3,031 Depreciation expense (7,033 ) Balance of property and equipment as of December 31, 2018 $ 11,795 |
Public Utility Property, Plant, and Equipment | December 31, 2018 2017 Useful Life Furniture and fixtures $ 1,264 $ 1,164 3 4 Leasehold improvements 18,932 17,704 Average 5 8 Other operating equipment 2,322 1,488 Maximum 5 22,518 20,356 Accumulated depreciation (10,723 ) (4,559 ) Total property and equipment, net $ 11,795 $ 15,797 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Other Current Assets | As of December 31, 2018, and 2017, the Company’s other current assets were comprised of the following: December 31, 2018 2017 Prepaid expenses $ 1,204 $ 1,212 Notes receivable — 800 Other 261 108 Total other current assets $ 1,465 $ 2,120 |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities | As of December 31, 2018 and 2017, the Company’s accounts payable, accrued expenses and other current liabilities were comprised of the following: December 31, 2018 2017 Accounts payable $ 3,825 $ 3,362 Accrued expenses 1,704 3,160 Accrued compensation 1,126 1,074 Tax-related liabilities 719 615 Gift certificates and loyalty reward program liabilities 674 474 Other 84 51 Total accounts payable, accrued expenses and other current liabilities $ 8,132 $ 8,736 |
Discontinued Operations and A_2
Discontinued Operations and Assets and Liabilities Held for Disposal (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017: For the years ended December 31, 2018 2017 Revenue $ 2,834 $ 15,454 Cost of sales (2,305 ) (12,373 ) Depreciation and amortization (131 ) (770 ) Impairment — (8,577 ) General and administrative (1,190 ) (5,986 ) Loss on disposal (301 ) — Non-operating expense (22 ) (13 ) Loss from discontinued operations before income taxes (1,115 ) (12,265 ) Income tax expense — (12 ) Consolidated net loss from discontinued operations $ (1,115 ) $ (12,277 ) In addition, the following table presents the carrying amounts of the major classes of assets and liabilities held for sale as of December 31, 2018 and 2017, as presented in the consolidated balance sheets: December 31, 2018 2017 Cash $ — $ 150 Accounts receivable, net 109 2,920 Inventory — 1,935 Other current assets — 3 Property and equipment, net — 874 Intangible assets, net — 564 Assets held for disposal $ 109 $ 6,446 Accounts payable, accrued expenses and other current liabilities $ 40 $ 3,142 Deferred revenue — 619 Liabilities held for disposal $ 40 $ 3,761 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2018 and 2017, the loss from continuing operations before income taxes consists of the following: 2018 2017 Domestic $ (36,506 ) $ (16,536 ) Foreign 597 535 $ (35,909 ) $ (16,001 ) |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense attributable to continuing and discontinued operations for the years ended December 31, 2018 and 2017 consisted of the following: 2018 2017 Continuing operations Current: Federal $ (6 ) $ — State 22 — Foreign 22 62 Deferred: Federal (316 ) 49 State — — Foreign — — $ (278 ) $ 111 2018 2017 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, 2018 2017 Loss from continuing operations before income taxes $ (35,909 ) $ (16,001 ) Tax rate 21 % 35 % Computed “expected” tax benefit (7,541 ) (5,600 ) State taxes, net of federal income tax benefit (1,422 ) (647 ) Change in valuation allowance 7,539 (19,554 ) Nondeductible expenses 242 800 Tax Reform Rate impact — 24,486 Other items 904 626 Income tax expense (benefit) for continuing operations $ (278 ) $ 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, 2018 and 2017 are as follows: December 31, 2018 2017 Deferred income tax assets Net operating loss carryforwards $ 39,972 $ 35,743 Stock-based compensation 4,468 4,238 Intangible assets and other 4,308 1,020 Net deferred income tax assets 48,748 41,001 Less: Valuation allowance (48,748 ) (41,209 ) 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, 2017 $ 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 Charged to cost and expenses – continuing operations 8,300 Charged to cost and expenses – discontinued operations 342 Return to provision true-up and other (1,103 ) As of December 31, 2018 $ 48,748 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments Under Non Cancelable Operating Leases | As of December 31, 2018, future minimum commitments under noncancelable lease agreements are as follows: Years ending December 31, Amount 2019 $ 3,563 2020 2,848 2021 2,188 2022 2,256 2023 1,538 Thereafter 2,642 Total $ 15,035 |
General (Additional Information
General (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2019 | Dec. 11, 2018 | Aug. 14, 2018 | May 15, 2018 | Jan. 11, 2018 | Feb. 22, 2019 | Feb. 15, 2019 | Sep. 17, 2018 | May 17, 2018 | Jan. 31, 2018 | Dec. 31, 2018 | Dec. 28, 2018 | Dec. 31, 2017 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||||||||
Wellness Services Revenue | $ 49,294 | $ 48,373 | |||||||||||
Proceeds from Sale of Intangible Assets | $ 250 | $ 250 | $ 150 | ||||||||||
Stock Issued During Period, Shares, New Issues | 5,627 | 377,109 | 357,862 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 178,931 | ||||||||||||
Proceeds from Issuance of Warrants | $ 4,350 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 4 | ||||||||||||
Common Stock, Shares Authorized | 250,000 | 7,500,000 | 7,500,000 | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | During the three-month period ended December 31, 2018, one of the Investors converted a portion of their allotted shares, in settlement of $23,000, into shares of Common Stock pursuant to the Second Amendment Agreement, resulting in the issuance of an additional 5,627 shares of Common Stock. | ||||||||||||
Percentage Of Minimum Floor Conversion Price | 20.00% | ||||||||||||
Percentage of Early Payment Fee | 15.00% | ||||||||||||
Percentage Of Discount To Volume Weighted Average Price Of Common Stock | 10.00% | ||||||||||||
Convertible Notes Payable | $ 296 | ||||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 3,403 | $ 6,368 | |||||||||||
Inventory And Prepaid Expenses | 2,247 | ||||||||||||
Disposal Group, Including Discontinued Operation, Assets, Current | 109 | 6,446 | |||||||||||
Assets, Current | 5,759 | 16,093 | |||||||||||
Convertible Notes Payable, Current | 1,986 | 0 | |||||||||||
Non Cash Obligations | 1,742 | ||||||||||||
Stockholders' Equity, Reverse Stock Split | effect a 1-for-20 reverse stock split of the Company’s shares of common stock | ||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | 3,000 | $ 0 | |||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 16,129 | ||||||||||||
Long Term Liabilities | 465 | ||||||||||||
Working Capital Deficiency | $ 10,899 | ||||||||||||
Finite-lived Intangible Assets, Fair Value Disclosure | $ 450 | ||||||||||||
Convertible Common Stock [Member] | |||||||||||||
Principal Repayment and Accrued Interest Due on Convertible Notes | $ 351 | ||||||||||||
Settlement Of Convertible Notes In Shares Of Common Stock | 103,350 | ||||||||||||
Series E Preferred Stock [Member] | |||||||||||||
Preferred Stock, Shares Issued | 32,258 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | ||||||||||||
Convertible Preferred Stock Shares Convertible | 161,290 | ||||||||||||
Preferred Stock Conversion Price | 12.40 | ||||||||||||
Preferred Stock Issue Price | 62 | ||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 2,000 | ||||||||||||
Additional Series E Shares [Member] | |||||||||||||
Convertible Preferred Stock Shares Convertible | 80,645 | ||||||||||||
Preferred Stock Conversion Price | 12.40 | ||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 1,000 | ||||||||||||
massage and nailcare [Member] | |||||||||||||
Concentration Risk, Percentage | 83.00% | 82.00% | |||||||||||
primarily travel accessories [Member] | |||||||||||||
Concentration Risk, Percentage | 17.00% | 18.00% | |||||||||||
Private Placement [Member] | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 88 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Defined Benefit Plan, Cost of Providing Special and Contractual Termination Benefits | $ 375 | ||||||||||||
Stockholders' Equity, Reverse Stock Split | impact of the 1:20 reverse stock split | ||||||||||||
Proceeds from Sale of Productive Assets | $ 1,100 | ||||||||||||
Patents [Member] | Crypto Currency Patent Holdings Company LLC [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 | ||||||||||||
Convertible Notes Payable [Member] | |||||||||||||
Wellness Services Revenue | $ 16,658 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||
Debt Instrument, Maturity Date | Nov. 16, 2019 | ||||||||||||
Debt Instrument, Face Amount | $ 4,438 | ||||||||||||
Convertible Notes Payable [Member] | Private Placement [Member] | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 88 | ||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 12.40 | ||||||||||||
Class A Warrant [Member] | |||||||||||||
Shares Issued, Price Per Share | 12.40 | ||||||||||||
Class B Warrant [Member] | |||||||||||||
Shares Issued, Price Per Share | $ 12.40 |
Accounting and Reporting Poli_3
Accounting and Reporting Policies (Additional Information) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Feb. 18, 2014 |
Cash | $ 2,000 | $ 3,924 | ||
Restricted Cash and Cash Equivalents, Noncurrent | 487 | 487 | ||
Credit and Debit Card Receivables, at Carrying Value | 260 | $ 336 | ||
Restatement Adjustment [Member] | ||||
Restricted Cash and Cash Equivalents, Noncurrent | 487 | |||
Noncontrolling Interest [Member] | ||||
Cash | 1,143 | |||
Infomedia [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% | |||
Accounting Standards Update 2016-02 [Member] | Minimum [Member] | ||||
Operating Lease, Right-of-Use Asset | 10,000 | |||
Accounting Standards Update 2016-02 [Member] | Maximum [Member] | ||||
Operating Lease, Right-of-Use Asset | $ 12,000 |
Net Loss per Share of Common _3
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, 2018 | Dec. 31, 2017 | |
Earnings Per Share Disclosure [Line Items] | ||
Net loss from continuing operations attributable to shares of Common Stock | $ (36,090) | $ (16,563) |
Net loss from discontinued operations attributable to shares of Common Stock | (1,115) | (12,277) |
Net loss attributable to the Company | $ (37,205) | $ (28,840) |
Basic shares of Common Stock outstanding* | 1,453,635 | 1,114,349 |
Diluted shares of Common Stock outstanding* | 1,453,635 | 1,114,349 |
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 | 7,405,227 | 556,767 |
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 | 6,364,328 | 168,216 |
Basic Denominator [Member] | ||
Earnings Per Share Disclosure [Line Items] | ||
Basic shares of Common Stock outstanding* | 1,453,635 | 1,114,349 |
Basic loss per share of Common Stock from continuing operations | $ (24.83) | $ (14.86) |
Basic loss per share of Common Stock from discontinued operations | (0.77) | (11.02) |
Basic net loss per share of Common Stock | $ (25.60) | $ (25.88) |
Diluted Numerator [Member] | ||
Earnings Per Share Disclosure [Line Items] | ||
Net loss from continuing operations attributable to shares of Common Stock | $ (36,090) | $ (16,563) |
Net loss from discontinued operations attributable to shares of Common Stock | (1,115) | (12,277) |
Net loss attributable to the Company | $ (37,205) | $ (28,840) |
Diluted Denominator [Member] | ||
Earnings Per Share Disclosure [Line Items] | ||
Diluted shares of Common Stock outstanding* | 1,453,635 | 1,114,349 |
Diluted loss per share of Common Stock from continuing operations | $ (24.83) | $ (14.86) |
Diluted loss per share of Common Stock from discontinued operations | (0.77) | (11.02) |
Diluted net loss per share of Common Stock | $ (25.60) | $ (25.88) |
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 | 101,979 | 215,897 |
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 | 17,750 | 18,278 |
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 | 703,670 | 154,375 |
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 | 217,500 | 0 |
Net Loss per Share of Common _4
Net Loss per Share of Common Stock (Additional Information) (Details) | 1 Months Ended |
Feb. 22, 2019 | |
Stockholders' Equity, Reverse Stock Split | effect a 1-for-20 reverse stock split of the Company’s shares of common stock |
Subsequent Event [Member] | |
Stockholders' Equity, Reverse Stock Split | impact of the 1:20 reverse stock split |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Line Items] | ||
Cash denominated in United States dollars | $ 2,000 | $ 3,924 |
Cash denominated in currency other than United States dollars | 1,143 | 2,108 |
Credit and debit card receivables | 260 | 336 |
Cash and Cash Equivalents, at Carrying Value | $ 3,403 | $ 6,368 |
Cash, Cash Equivalents, and R_4
Cash, Cash Equivalents, and Restricted Cash (Additional Information) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Abstract] | ||
Restricted Cash, Current | $ 487 | $ 487 |
Other Assets (Additional Inform
Other Assets (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2018 | |
Cost Method Investments | $ 2,482 | $ 834 | |
Proceeds from Sale of Other Investments | 200 | 0 | |
Security Deposits | 894 | $ 852 | |
Route 1 Inc [Member] | |||
Cost Method Investments | 1,625 | ||
InfoMedia Services Limited [Member] | |||
Cost Method Investments | 787 | ||
Marathon Patent Group Inc [Member] | |||
Cost Method Investments | 279 | $ 23 | |
Cost Method Investments, Fair Value Disclosure | $ 450 | ||
Cost-method Investments, Other than Temporary Impairment | $ 148 | ||
Cost Method Investments Number Of Shares Sold | 205,646 | ||
Proceeds from Sale of Other Investments | $ 200 | ||
Fli charge [Member] | |||
Cost Method Investments | $ 47 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Cost method investments | $ 2,482 | $ 834 |
Lease deposits | 894 | 852 |
Other assets | $ 3,376 | $ 1,686 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 29, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 02, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization And Impairment Of Intangible Assets | $ 2,465 | $ 2,403 | ||
Goodwill, Impairment Loss | $ 19,630 | $ 0 | ||
OpeningStockPrice | $ 544 | |||
Closing StockPrice | $ 14.40 | $ 29 | ||
Average Stock Price | 20.40 | |||
Maximum Stock Price | 36 | |||
Minimum Stock Price | $ 14.20 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Schedule of Finite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 40,830 | $ 40,751 |
Accumulated Amortization and Impairment | (31,663) | (29,204) |
Finite-Lived Intangible Assets, Net | 9,167 | 11,547 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,897 | 26,897 |
Accumulated Amortization and Impairment | (26,797) | (26,775) |
Finite-Lived Intangible Assets, Net | $ 100 | 122 |
Weighted average amortization period (years) | 13 years 8 months 8 days | |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 312 | 312 |
Accumulated Amortization and Impairment | (312) | (156) |
Finite-Lived Intangible Assets, Net | $ 0 | 156 |
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 and Impairment | (4,485) | (2,269) |
Finite-Lived Intangible Assets, Net | $ 8,824 | 11,040 |
Weighted average amortization period (years) | 6 years | |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 312 | 233 |
Accumulated Amortization and Impairment | (69) | (4) |
Finite-Lived Intangible Assets, Net | $ 243 | $ 229 |
Weighted average amortization period (years) | 3 years |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Schedule of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
2019 | $ 2,305 | |
2020 | 2,293 | |
2021 | 2,284 | |
2022 | 2,232 | |
2023 | 15 | |
Thereafter | 38 | |
Total | $ 9,167 | $ 11,547 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Company's Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill as of beginning balance | $ 19,630 | $ 20,303 |
Adjustments to XpresSpa goodwill | (673) | |
Impairment of goodwill | (19,630) | 0 |
Goodwill as of ending balance | $ 0 | $ 19,630 |
Segment Information (Geographic
Segment Information (Geographical Revenue, Segment Operating Loss and Total Asset Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | ||
Total revenue | $ 50,094 | $ 48,823 |
Cost of sales | ||
Total cost of sales | 39,451 | 38,986 |
Segment operating income (loss) | ||
Total segment operating loss | (34,725) | (14,716) |
Corporate non-operating expense, net | (1,184) | (1,285) |
Total | (35,909) | (16,001) |
Assets | ||
Total assets | 30,584 | 65,240 |
Assets held for disposal | 109 | 6,446 |
United States | ||
Revenue | ||
Total revenue | 44,738 | 43,555 |
Cost of sales | ||
Total cost of sales | 36,017 | 35,844 |
Segment operating income (loss) | ||
Total segment operating loss | (36,125) | (16,282) |
Assets | ||
Total assets | 27,809 | 55,152 |
All other countries | ||
Revenue | ||
Total revenue | 5,356 | 5,268 |
Cost of sales | ||
Total cost of sales | 3,434 | 3,142 |
Segment operating income (loss) | ||
Total segment operating loss | 1,400 | 1,566 |
Assets | ||
Total assets | $ 2,666 | $ 3,642 |
Debt and Convertible Notes (Add
Debt and Convertible Notes (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 11, 2018 | Aug. 14, 2018 | May 15, 2018 | May 14, 2018 | Sep. 17, 2018 | Dec. 23, 2016 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 178,931 | |||||||||
Amortization of Debt Discount (Premium) | $ 986 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 4 | |||||||||
Convertible Common Stock [Member] | First Amendment Agreement [Member] | ||||||||||
Accrued Interest On Convertible Notes | $ 351 | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,067 | 2,737 | ||||||||
Convertible Common Stock [Member] | Second Amendment Agreement [Member] | ||||||||||
Debt Conversion, Converted Instrument, Amount | $ 23,000 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 4 | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 5,627 | |||||||||
Private Placement [Member] | ||||||||||
Stock Issued During Period, Value, New Issues | $ 88 | |||||||||
Convertible Debt [Member] | ||||||||||
Debt Instrument, Face Amount | $ 4,438 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||
Interest Expense, Debt | $ 110 | |||||||||
Amortization of Debt Discount (Premium) | 986 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 12.40 | |||||||||
Debt Instrument, Periodic Payment | $ 296 | |||||||||
Common Stock Discount Percentage | 10.00% | |||||||||
Minimum Floor Price Percentage | 20.00% | |||||||||
Early Repayment Penalties Rate | 15.00% | |||||||||
Class A Warrants [Member] | ||||||||||
Class Of Warrant Or Right Number Of Warrants Issued | 250,000 | |||||||||
Class A Warrants [Member] | Convertible Debt [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 357,862 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 12.40 | |||||||||
Class B Warrants [Member] | Convertible Debt [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 178,931 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 12.40 | |||||||||
XpresSpa Engagement [Member] | ||||||||||
Payments For Interest Expenses | $ 731 | $ 731 | ||||||||
Debt Instrument, Maturity Date Range, Start | May 1, 2019 | |||||||||
Debt Instrument, Maturity Date Range, End | Dec. 31, 2019 | |||||||||
Minimum [Member] | Convertible Common Stock [Member] | Second Amendment Agreement [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 250,000 | |||||||||
Rockmore Investment Master Fund Ltd [Member] | ||||||||||
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 Penalty, Percentage | 4.00% | |||||||||
Debt Instrument, Face Amount | $ 6,500 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.24% |
Debt and Convertible Notes (Fai
Debt and Convertible Notes (Fair Value Of Convertible Note) (Details) $ in Thousands | May 17, 2018USD ($) |
Convertible Debt, Fair Value Disclosures | $ 4,350 |
Class A Warrants [Member] | |
Convertible Debt, Fair Value Disclosures | 1,827 |
Class B Warrants [Member] | |
Convertible Debt, Fair Value Disclosures | 135 |
Convertible Notes Payable [Member] | |
Convertible Debt, Fair Value Disclosures | $ 2,388 |
Debt and Convertible Notes (Det
Debt and Convertible Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 7 Months Ended | 12 Months Ended | |
May 17, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Book value as of Balance Beggining | $ 2,388 | $ 2,068 | ||
Debt issuance costs | (320) | |||
Debt repayments in the period | (1,068) | $ (1,068) | $ (1,068) | |
Amortization of debt discount and debt issuance costs, included in interest expense | 986 | |||
Book value as of Ending Balance | $ 2,068 | $ 1,986 | $ 1,986 |
Fair Value Measurements (Additi
Fair Value Measurements (Additional Information) (Details) - USD ($) $ in Thousands | Jan. 11, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Proceeds from Sale of Intangible Assets | $ 250 | $ 250 | $ 150 |
Assets, Fair Value Disclosure | 450 | ||
Cost Method Investments | $ 2,482 | 834 | |
Common Stock Remaining Shares | 44,354 | ||
Proceeds from Sale of Other Investments | $ 200 | $ 0 | |
Marathon Patent Group Inc [Member] | |||
Cost Method Investments | 279 | ||
Cost-method Investments, Other than Temporary Impairment | 148 | ||
Proceeds from Sale of Other Investments | $ 200 | ||
Cost Method Investments Number Of Shares Sold | 205,646 | ||
MarathonCommonStock [Member] | |||
Cost Method Investments | $ 23 | ||
MarathonCommonStock [Member] | Patent Rights Purchase And Assignment Agreement [Member] | |||
Number Of Shares Acquired Through Sale Of IntagibleAssets | 250,000 | ||
MarathonCommonStock [Member] | Marathon Patent Group Inc [Member] | |||
Cost Method Investments | $ 5 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | May 17, 2018 | Dec. 31, 2017 |
Liabilities | |||
Derivative liabilities | $ 476 | $ 1,962 | |
Class B Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | 135 | |
Class A Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | 476 | 1,827 | |
May 2015 Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | $ 34 | |
Fair Value, Inputs, Level 1 [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Class B Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Class A Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | May 2015 Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Class B Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | Class A Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | May 2015 Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Liabilities | |||
Derivative liabilities | 476 | 1,962 | $ 34 |
Fair Value, Inputs, Level 3 [Member] | Class B Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | 135 | |
Fair Value, Inputs, Level 3 [Member] | Class A Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | 476 | $ 1,827 | |
Fair Value, Inputs, Level 3 [Member] | May 2015 Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | $ 0 |
Fair Value Measurements (Change
Fair Value Measurements (Changes In Company's Liabilities Measured At Fair Value Using Significant Unobservable Inputs) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Issuance of Warrants | $ 64 | $ 0 |
Derivative Liability, Ending period | 476 | |
May 17, 2018 Warrants [Member] | ||
Derivative Liability, Beginning period | 34 | |
Issuance of Warrants | 1,962 | |
Decrease in fair value of the warrants | (1,520) | |
Derivative Liability, Ending period | $ 476 | $ 34 |
Fair Value Measurements (Based
Fair Value Measurements (Based Upon Sensitivity and Nature of Inputs) (Details) | 1 Months Ended | 12 Months Ended | |
May 17, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
FairValue Assumptions Rate | 0.12% | ||
Derivative Warrant Liabilities [Member] | Measurement Input, Price Volatility [Member] | |||
FairValue Assumptions Rate | 71.16% | 39.64% | |
Derivative Warrant Liabilities [Member] | Measurement Input, Price Volatility [Member] | Class A Warrants [Member] | |||
FairValue Assumptions Rate | 71.13% | 70.61% | |
Derivative Warrant Liabilities [Member] | Measurement Input, Price Volatility [Member] | Class B Warrants Member | |||
FairValue Assumptions Rate | 72.88% | 84.02% | |
Derivative Warrant Liabilities [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
FairValue Assumptions Rate | 2.49% | 1.88% | |
Derivative Warrant Liabilities [Member] | Measurement Input, Risk Free Interest Rate [Member] | Class A Warrants [Member] | |||
FairValue Assumptions Rate | 2.98% | 2.53% | |
Derivative Warrant Liabilities [Member] | Measurement Input, Risk Free Interest Rate [Member] | Class B Warrants Member | |||
FairValue Assumptions Rate | 1.99% | 2.25% | |
Derivative Warrant Liabilities [Member] | Measurement Input, Expected Term [Member] | |||
Fair Value Assumptions Expected Terms | 1 year 4 months 2 days | 2 years 4 months 2 days | |
Derivative Warrant Liabilities [Member] | Measurement Input, Expected Term [Member] | Class A Warrants [Member] | |||
Fair Value Assumptions Expected Terms | 5 years | 4 years 4 months 17 days | |
Derivative Warrant Liabilities [Member] | Measurement Input, Expected Term [Member] | Class B Warrants Member | |||
Fair Value Assumptions Expected Terms | 6 months | 1 month 13 days | |
Derivative Warrant Liabilities [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
FairValue Assumptions Rate | 0.00% | 0.00% | |
Derivative Warrant Liabilities [Member] | Measurement Input, Expected Dividend Rate [Member] | Class A Warrants [Member] | |||
FairValue Assumptions Rate | 0.00% | 0.00% | |
Derivative Warrant Liabilities [Member] | Measurement Input, Expected Dividend Rate [Member] | Class B Warrants Member | |||
FairValue Assumptions Rate | 0.00% | 0.00% |
Fair Value Measurements (Intang
Fair Value Measurements (Intangible Assets Measured At Fair Value On A Non-Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 11, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Alternatives [Abstract] | |||
Contingent consideration | $ 316 | $ 316 | |
Assets Fair Value | 23 | $ 450 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Alternatives [Abstract] | |||
Contingent consideration | 0 | 0 | |
Assets Fair Value | 23 | 0 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Alternatives [Abstract] | |||
Contingent consideration | 0 | 0 | |
Assets Fair Value | 0 | 450 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Alternatives [Abstract] | |||
Contingent consideration | 316 | $ 316 | |
Assets Fair Value | $ 0 | $ 0 |
Fair Value Measurements (chan_2
Fair Value Measurements (changes in the Company's investment) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
January 11, 2018 | $ 450 |
Carrying value of Marathon Common Stock sold | (279) |
Decrease in fair value of the Marathon Common Stock | (148) |
December 31, 2018 | $ 23 |
Warrants (Additional Informatio
Warrants (Additional Information) (Details) | 1 Months Ended | 12 Months Ended |
Feb. 22, 2019 | Dec. 31, 2018 | |
Stockholders' Equity, Reverse Stock Split | effect a 1-for-20 reverse stock split of the Company’s shares of common stock | |
Warrant [Member] | ||
Stockholders' Equity, Reverse Stock Split | 1:20 |
Warrants (Schedule Of Changes I
Warrants (Schedule Of Changes In Warrants Activity) (Details) | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | [1] | |
Warrants [Line Items] | ||
Exercise price range, Granted | $ 12.40 | |
Exercise price range, Exercised | 0 | |
Exercise price range, Expired | 0 | |
Minimum [Member] | ||
Warrants [Line Items] | ||
Exercise price range, Beginning Balance | 60 | |
Exercise price range, Ending Balance | 12.40 | |
Maximum [Member] | ||
Warrants [Line Items] | ||
Exercise price range, Beginning Balance | 100 | |
Exercise price range, Ending Balance | $ 100 | |
Warrant [Member] | ||
Warrants [Line Items] | ||
Outstanding, Opening Balance | shares | 154,375 | |
Granted | shares | 549,294 | |
Exercised | shares | 0 | |
Expired | shares | 0 | |
Outstanding, Ending Balance | shares | 703,669 | |
Weighted average exercise price, Beginning Balance | $ 60.60 | |
Weighted average exercise price, Granted | 12.40 | |
Weighted average exercise price, Exercised | 0 | |
Weighted average exercise price, Expired | 0 | |
Weighted average exercise price, Ending Balance | $ 23 | |
[1] | Adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019. |
Warrants (Schedule of Warrants
Warrants (Schedule of Warrants Outstanding) (Details) | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | ||
Warrants [Line Items] | ||
No. outstanding | 140,000 | [1] |
October 2015 Warrants [Member] | ||
Warrants [Line Items] | ||
No. outstanding | 2,500 | [1] |
Exercise price | $ / shares | $ 100 | [1] |
Remaining contractual life | 2 years 3 months 14 days | |
Expiration Date | April 15, 2021 | |
December 2016 Warrants [Member] | ||
Warrants [Line Items] | ||
No. outstanding | 125,000 | [1] |
Exercise price | $ / shares | $ 60 | [1] |
Remaining contractual life | 2 years 11 months 23 days | |
Expiration Date | December 23, 2021 | |
May 2018 Warrants [Member] | ||
Warrants [Line Items] | ||
No. outstanding | 12,500 | [1] |
Exercise price | $ / shares | $ 12.40 | [1] |
Remaining contractual life | 4 years 10 months 17 days | |
Expiration Date | November 17, 2023 | |
May 2015 Warrants [Member] | ||
Warrants [Line Items] | ||
No. outstanding | 26,875 | [1] |
Exercise price | $ / shares | $ 60 | [1] |
Remaining contractual life | 1 year 4 months 2 days | |
Expiration Date | May 4, 2020 | |
[1] | Adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019. |
Stock-based Compensation (Addit
Stock-based Compensation (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 22, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders Equity [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 191,569 | ||
Allocated Share-based Compensation Expense | $ 916 | $ 2,745 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 14 | 565 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | 1,932 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 153 | ||
Stockholders' Equity, Reverse Stock Split | effect a 1-for-20 reverse stock split of the Company’s shares of common stock | ||
Warrant [Member] | |||
Stockholders Equity [Line Items] | |||
Stockholders' Equity, Reverse Stock Split | 1:20 | ||
Discontinued Operations [Member] | |||
Stockholders Equity [Line Items] | |||
Allocated Share-based Compensation Expense | $ 0 | $ 568 | |
Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 355,000 | ||
Two Thousand Twelve Stock Option Plan [Member] | |||
Stockholders Equity [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 78,000 |
Stock-based Compensation (Sched
Stock-based Compensation (Schedule Of Common Stock Options Granted) (Details) | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | ||
Stockholders Equity [Line Items] | ||
Fair market value at grant date | $ 0 | [1] |
Consultant [Member] | ||
Stockholders Equity [Line Items] | ||
Grant Date | February 28, 2018 | |
No. of RSUs | shares | 2,670 | [1] |
Fair market value at grant date | $ 18.80 | [1] |
Vesting terms | Vesting immediately upon grant | |
Consultant One [Member] | ||
Stockholders Equity [Line Items] | ||
Grant Date | April 19, 2018 | |
No. of RSUs | shares | 7,500 | [1] |
Fair market value at grant date | $ 12 | [1] |
Vesting terms | Vesting immediately upon grant | |
Consultant Two [Member] | ||
Stockholders Equity [Line Items] | ||
Grant Date | May 15, 2018 | |
No. of RSUs | shares | 23,250 | [1] |
Fair market value at grant date | $ 12 | [1] |
Vesting terms | Over one year, vesting on one-year anniversary of grant date | |
[1] | Adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019. |
Stock-based Compensation (Stock
Stock-based Compensation (Stock options and RSU activity) (Details) | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | [1] | |
Stockholders Equity [Line Items] | ||
No. of options, Outstanding as of January 1, 2017 | shares | 215,897 | |
No. of options, Granted | shares | 0 | |
No. of options, Vested/Exercised | shares | 0 | |
No. of options, Forfeited | shares | (111,302) | |
No. of options, Expired | shares | (2,616) | |
No. of options, Outstanding as of December 31, 2017 | shares | 101,979 | |
No. of options, Exercisable as of December 31, 2017 | shares | 94,688 | |
Exercise price range, Outstanding as of January 1, 2018 | $ 113.40 | |
Exercise price range, Granted | 0 | |
Exercise price range, Vested/Exercised | 0 | |
Exercise price range, Forfeited | 119 | |
Exercise price range, Expired | 324.80 | |
Exercise price range, Outstanding as of December 31, 2018 | 99.80 | |
Exercise price range, Exercisable as of December 31, 2018 | 101.80 | |
Weighted average grant date fair value, Balance at January 1, 2018 | 77.20 | |
Weighted average grant date fair value, Granted | 0 | |
Weighted average grant date fair value, Vested/Exercised | 0 | |
Weighted average grant date fair value, Forfeited | 78.60 | |
Weighted average grant date fair value, Expired | 194.20 | |
Weighted average grant date fair value, Balance at December 31, 2018 | $ 62.40 | |
Weighted average grant date fair value, Balance at December 31, 2018 | 63.20% | |
Restricted Stock [Member] | ||
Stockholders Equity [Line Items] | ||
No. of options, Outstanding as of January 1, 2017 | shares | 18,278 | |
No. of options, Granted | shares | 33,420 | |
No. of options, Vested/Exercised | shares | (28,448) | |
No. of options, Forfeited | shares | (5,500) | |
No. of options, Expired | shares | 0 | |
No. of options, Outstanding as of December 31, 2017 | shares | 17,750 | |
No. of options, Exercisable as of December 31, 2017 | shares | 0 | |
Weighted average grant date fair value, Balance at January 1, 2018 | $ 42.40 | |
Weighted average grant date fair value, Granted | 12.60 | |
Weighted average grant date fair value, Vested/Exercised | 32.20 | |
Weighted average grant date fair value, Forfeited | 12 | |
Weighted average grant date fair value, Expired | 0 | |
Weighted average grant date fair value, Balance at December 31, 2018 | $ 12 | |
Weighted average grant date fair value, Balance at December 31, 2018 | 8212.00% | |
Minimum [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price range, Outstanding as of January 1, 2018 | $ 22 | |
Exercise price range, Forfeited | 31 | |
Exercise price range, Expired | 192 | |
Exercise price range, Outstanding as of December 31, 2018 | 22 | |
Exercise price range, Exercisable as of December 31, 2018 | 22 | |
Maximum [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price range, Outstanding as of January 1, 2018 | 820 | |
Exercise price range, Forfeited | 820 | |
Exercise price range, Expired | 330 | |
Exercise price range, Outstanding as of December 31, 2018 | 820 | |
Exercise price range, Exercisable as of December 31, 2018 | $ 820 | |
[1] | Adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019. |
Stock-based Compensation (Summa
Stock-based Compensation (Summary of Non-vested stock options) (Details) | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | [1] | |
Number of Options, Granted | shares | 0 | |
Weighted average grant date fair value, Balance at January 1, 2018 | $ 77.20 | |
Weighted average grant date fair value, Granted | 0 | |
Weighted average grant date fair value, Vested | 0 | |
Weighted average grant date fair value, Forfeited | 78.60 | |
Weighted average grant date fair value, Balance at December 31, 2018 | $ 62.40 | |
Restricted Stock Units (RSUs) [Member] | ||
Outstanding, Opening Balance | shares | 18,278 | |
No. of RSUs, Granted | shares | 33,420 | |
No. of RSUs, Vested | shares | (28,448) | |
No. of RSUs, Forfeited | shares | (5,500) | |
Outstanding, Ending Balance | shares | 17,750 | |
Weighted average grant date fair value, Balance at January 1, 2018 | $ 42.40 | |
Weighted average grant date fair value, Granted | 12.60 | |
Weighted average grant date fair value, Vested | 32.20 | |
Weighted average grant date fair value, Forfeited | 12 | |
Weighted average grant date fair value, Balance at December 31, 2018 | $ 12 | |
Employee Stock Option [Member] | ||
Number of Options, Balance at January 1, 2018 | shares | 65,313 | |
Number of Options, Granted | shares | 0 | |
Number of Options, Vested | shares | (24,729) | |
Number of Options, Forfeited | shares | (33,292) | |
Number of Options, Balance at December 31, 2018 | shares | 7,292 | |
Weighted average grant date fair value, Balance at January 1, 2018 | $ 23.80 | |
Weighted average grant date fair value, Granted | 0 | |
Weighted average grant date fair value, Vested | 24 | |
Weighted average grant date fair value, Forfeited | 25.60 | |
Weighted average grant date fair value, Balance at December 31, 2018 | $ 20 | |
[1] | Adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019. |
Stock-based Compensation (Emplo
Stock-based Compensation (Employee and non-employee stock options outstanding) (Details) | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | ||
Based Arrangements With Employees And Non employees [Line Items] | ||
Options outstanding | 101,979 | [1] |
Options Exercisable | 94,688 | [1] |
Range One [Member] | ||
Based Arrangements With Employees And Non employees [Line Items] | ||
Exercise price, Lower Limit | $ / shares | $ 0.01 | [1] |
Exercise price, Upper Limit | $ / shares | $ 200 | [1] |
Options outstanding | 91,979 | [1] |
Options Exercisable | 84,688 | [1] |
Options Outstanding, Weighted Average Remaining Contractual Term | 8 years | |
Range Two [Member] | ||
Based Arrangements With Employees And Non employees [Line Items] | ||
Exercise price, Lower Limit | $ / shares | $ 200 | [1] |
Exercise price, Upper Limit | $ / shares | $ 400 | [1] |
Options outstanding | 0 | [1] |
Options Exercisable | 0 | [1] |
Range Three [Member] | ||
Based Arrangements With Employees And Non employees [Line Items] | ||
Exercise price, Lower Limit | $ / shares | $ 400 | [1] |
Exercise price, Upper Limit | $ / shares | $ 600 | [1] |
Options outstanding | 2,000 | [1] |
Options Exercisable | 2,000 | [1] |
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 | $ 600 | [1] |
Exercise price, Upper Limit | $ / shares | $ 800 | [1] |
Options outstanding | 5,300 | [1] |
Options Exercisable | 5,300 | [1] |
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 | $ 800 | [1] |
Exercise price, Upper Limit | $ / shares | $ 1,000 | [1] |
Options outstanding | 2,700 | [1] |
Options Exercisable | 2,700 | [1] |
Options Outstanding, Weighted Average Remaining Contractual Term | 6 years 1 month 20 days | |
[1] | Adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019. |
Related Parties Transactions (A
Related Parties Transactions (Additional Information) (Details) - USD ($) $ in Thousands | Apr. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
RelatedPartyConsultingExpense | $ 85 | ||
Revenues | 50,094 | $ 48,823 | |
Calms Branded Products [Member] | |||
Revenues | $ 11 | ||
Mistral Equity Partners [Member] | Agreement [Member] | |||
Related Party Transaction, Amounts of Transaction | $ 10 |
Property and Equipment (Additio
Property and Equipment (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation | $ 7,033 | $ 5,573 | ||
Property, Plant and Equipment, Net | 11,795 | 15,797 | $ 16,266 | |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | $ 235 | |||
Construction in Progress, Gross | 770 | 860 | ||
Tangible Asset Impairment Charges | $ 2,100 | |||
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, 2018 | Dec. 31, 2017 | |
Balance of property and equipment as of January 1, 2018 | $ 15,797 | $ 16,266 |
Additions | 3,031 | 5,104 |
Depreciation expense | (7,033) | (5,573) |
Balance of property and equipment as of December 31, 2018 | $ 11,795 | $ 15,797 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment, Gross | $ 22,518 | $ 20,356 | |
Accumulated depreciation | (10,723) | (4,559) | |
Property, Plant and Equipment, Net | 11,795 | 15,797 | $ 16,266 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Gross | $ 1,264 | 1,164 | |
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 | $ 18,932 | 17,704 | |
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 | $ 2,322 | $ 1,488 | |
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, 2018 | Dec. 31, 2017 |
Other Current Assets [Line Items] | ||
Prepaid expenses | $ 1,204 | $ 1,212 |
Notes receivable | 0 | 800 |
Other | 261 | 108 |
Total other current assets | $ 1,465 | $ 2,120 |
Accounts Payable, Accrued Exp_3
Accounts Payable, Accrued Expenses and Other Current Liabilities (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2017 | |
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 $1,184, or 80%, of the total insurance premiums with a third-party provider, at a weighted average rate of 4.06% 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 | |
Accrued Insurance, Current | $ 897 |
Accounts Payable, Accrued Exp_4
Accounts Payable, Accrued Expenses and Other Current Liabilities (Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Payable Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accounts payable | $ 3,825 | $ 3,362 |
Accrued expenses | 1,704 | 3,160 |
Accrued compensation | 1,126 | 1,074 |
Tax related liabilities | 719 | 615 |
Gift certificates and loyalty reward program liabilities | 674 | 474 |
Other | 84 | 51 |
Total accounts payable, accrued expenses and other current liabilities | $ 8,132 | $ 8,736 |
Discontinued Operations and A_3
Discontinued Operations and Assets and Liabilities Held for Disposal (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | May 15, 2018 | Oct. 20, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 1,625 | |||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ (301) | $ 0 | ||||
Disposal Group, Including Discontinued Operation, consideration Shares received | 2,250,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 178,931 | |||||
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 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. | |||||
Disposal Group Including Discontinued Operation Impairment Loss | 1,092 | |||||
Disposal Group Discontinued Operation Value Of Common Stock | $ 308 | |||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 301 | |||||
Disposal Group Discontinued Operation Value Of Warrants | 176 | |||||
Disposal Group Discontinued Operation Value Of Earn out Provision | 1,141 | |||||
Proceeds From Sale Of Inventory Discontinued Operations | $ 110 | |||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | 109 | $ 2,920 | ||||
Discontinued Operations [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal Group, Including Discontinued Operation, Inventory | $ 555 | |||||
Disposal Group, Including Discontinued Operation, Shares Acquired, Lockup Description | Post-closing, the Company owned approximately 6.7% of Route1 Common stock. The Route1 Common stock is not 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 Closing Date, 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 | |||||
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 | |||||
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 A_4
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, 2018 | Dec. 31, 2017 | |
Revenue | $ 2,834 | $ 15,454 |
Cost of sales | (2,305) | (12,373) |
Depreciation and amortization | (131) | (770) |
Impairment | 0 | (8,577) |
General and administrative | (1,190) | (5,986) |
Loss on disposal | (301) | 0 |
Non-operating expense | (22) | (13) |
Loss from discontinued operations before income taxes | (1,115) | (12,265) |
Income tax expense | 0 | (12) |
Consolidated net loss from discontinued operations | $ (1,115) | $ (12,277) |
Discontinued Operations and A_5
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, 2018 | Dec. 31, 2017 |
Cash | $ 0 | $ 150 |
Accounts receivable, net | 109 | 2,920 |
Inventory | 0 | 1,935 |
Other current assets | 0 | 3 |
Property and equipment, net | 0 | 874 |
Intangible assets, net | 0 | 564 |
Assets held for disposal | 109 | 6,446 |
Accounts payable, accrued expenses and other current liabilities | 40 | 3,142 |
Deferred revenue | 0 | 619 |
Liabilities held for disposal | $ 40 | $ 3,761 |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | $ 150,926 | ||
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 $134,463. The remaining NOLs of $39,601 are subject to the limitation of Section 382. | ||
Deferred Tax Assets, Valuation Allowance | $ 48,748 | $ 41,209 | $ 58,914 |
Annual Limitation on Net Operating Loss Carryforwards | $ 2,000 | ||
Net Operating Loss Expiration | 20 years | ||
Operating Loss Carry forwards Without Limitation | $ 23,139 |
Income Taxes (Components of inc
Income Taxes (Components of income (loss) before income taxes ) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||
Domestic | $ (36,506) | $ (16,536) |
Foreign | 597 | 535 |
Total | $ (35,909) | $ (16,001) |
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, 2018 | Dec. 31, 2017 | |
Current: | ||
Federal | $ (6) | $ 0 |
State | 22 | 0 |
Foreign | 22 | 62 |
Deferred: | ||
Federal | (316) | 49 |
State | 0 | 0 |
Foreign | 0 | 0 |
Deferred Federal, State and Local, Tax Expense (Benefit), Total | (278) | 111 |
Discontinued Operations [Member] | ||
Current: | ||
Federal | 0 | 11 |
State | 0 | 1 |
Foreign | 0 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Deferred Federal, State and Local, Tax Expense (Benefit), Total | $ 0 | $ 12 |
Income Taxes (Income Tax Bene_2
Income Taxes (Income Tax Benefit Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||
Loss from continuing operations before income taxes | $ (35,909) | $ (16,001) |
Tax rate | 21.00% | 35.00% |
Computed "expected" tax benefit | $ (7,541) | $ (5,600) |
State taxes, net of federal income tax benefit | (1,422) | (647) |
Change in valuation allowance | 7,539 | (19,554) |
Nondeductible expenses | 242 | 800 |
Tax Reform Rate impact | 0 | 24,486 |
Other items | 904 | 626 |
Income tax expense (benefit) for continuing operations | $ (278) | $ 111 |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred income tax assets | |||
Net operating loss carryforwards | $ 39,972 | $ 35,743 | |
Stock-based compensation | 4,468 | 4,238 | |
Intangible assets and other | 4,308 | 1,020 | |
Net deferred income tax assets | 48,748 | 41,001 | |
Less: | |||
Valuation allowance | (48,748) | (41,209) | $ (58,914) |
Net deferred income tax assets | $ 0 | $ (208) |
Income Taxes (Changes to Valuat
Income Taxes (Changes to Valuation Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||
Beginning Balance | $ 41,209 | $ 58,914 |
Return to provision true-up and other | (1,103) | 46 |
Ending Balance | 48,748 | 41,209 |
Continuing Operations [Member] | ||
Income Taxes [Line Items] | ||
Charged to cost and expenses | 8,300 | (19,206) |
Discontinued Operations [Member] | ||
Income Taxes [Line Items] | ||
Charged to cost and expenses | $ 342 | $ 1,455 |
Commitments and Contingencies_2
Commitments and Contingencies (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Loss Contingencies [Line Items] | ||
Rental expense for operating leases | $ 8,405 | $ 7,996 |
Accrued Liabilities [Member] | ||
Loss Contingencies [Line Items] | ||
Estimated Litigation Liability, Current | 290 | $ 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 | ||
Loss Contingencies [Line Items] | ||
Lease Expiration Date | Oct. 31, 2019 |
Commitments and Contingencies_3
Commitments and Contingencies (Future Minimum Commitments Under Noncancelable Lease Agreements) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2019 | $ 3,563 |
2020 | 2,848 |
2021 | 2,188 |
2022 | 2,256 |
2023 | 1,538 |
Thereafter | 2,642 |
Total | $ 15,035 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - Subsequent Event [Member] - USD ($) $ in Thousands | Feb. 08, 2019 | Feb. 15, 2019 |
Subsequent Event [Line Items] | ||
Defined Benefit Plan, Cost of Providing Special and Contractual Termination Benefits | $ 375 | |
Proceeds from in Exchange of Royalty Agreement and Termination of Warrant | $ 1,100 |