View Filing Data

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2018	May 15, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Entity Registrant Name	XpresSpa Group, Inc.
Entity Central Index Key	0001410428
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	XSPA
Entity Common Stock, Shares Outstanding		26,634,475

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 3,554	$ 6,368
Inventory	1,050	1,159
Other current assets	1,000	2,120
Assets held for disposal	717	6,446
Total current assets	6,321	16,093
Restricted cash	487	487
Property and equipment, net	15,928	15,797
Intangible assets, net	11,007	11,547
Goodwill	0	19,630
Other assets	3,765	1,686
Total assets	37,508	65,240
Current liabilities
Accounts payable, accrued expenses and other current liabilities	8,560	8,736
Liabilities held for disposal	0	3,761
Total current liabilities	8,560	12,497
Debt	6,500	6,500
Other liabilities	433	404
Total liabilities	15,493	19,401
Commitments and contingencies (see Note 12)
Stockholders’ equity
Common stock, $0.01 par value per share; 150,000,000 shares authorized; 26,634,475 and 26,545,690 issued and outstanding as of March 31, 2018 and December 31, 2017, respectively	266	265
Additional paid-in capital	290,707	290,396
Accumulated deficit	(273,641)	(249,708)
Accumulated other comprehensive loss	(140)	(74)
Total stockholders’ equity attributable to the Company	17,196	40,883
Noncontrolling interests	4,819	4,956
Total stockholders’ equity	22,015	45,839
Total liabilities and stockholders’ equity	37,508	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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	26,634,475	26,545,690
Common stock, outstanding	26,634,475	26,545,690
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	500,000	500,000
Preferred stock, issued	6,968	6,968
Preferred stock, outstanding	0	0
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, issued	1,666,667	1,666,667
Preferred stock, outstanding	0	0
Series C Junior Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	300,000	300,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series D Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	500,000	500,000
Preferred stock, issued	475,208	475,208
Preferred stock, outstanding	420,541	420,541
Preferred Stock, Liquidation Preference, Value	$ 20,186	$ 20,186

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Revenue

Products and services

$ 11,800

$ 10,984

Other

800

100

Total revenue

12,600

11,084

Cost of sales

Labor

6,210

5,309

Occupancy

2,060

1,771

Products and other operating costs

1,507

1,854

Total cost of sales

9,777

8,934

Depreciation and amortization

1,653

1,726

Goodwill impairment

19,630

General and administrative

^[1]

4,596

4,993

Total operating expenses

35,656

15,653

Operating loss from continuing operations

(23,056)

(4,569)

Interest expense

(183)

(189)

Other non-operating income (expense), net

(90)

114

Loss from continuing operations before income taxes

(23,329)

(4,644)

Income tax benefit (expense)

(227)

Consolidated net loss from continuing operations

(23,245)

(4,871)

Loss from discontinued operations before income taxes

^[1]

(605)

(1,478)

Income tax benefit (expense)

Consolidated net loss

(23,850)

(6,349)

Net income attributable to noncontrolling interests

(83)

(76)

Net loss attributable to the Company

(23,933)

(6,425)

Consolidated net loss from discontinued operations

(605)

(1,478)

Comprehensive loss

$ (23,916)

$ (6,393)

Loss per share

Loss per share from continuing operations (in dollars per share)

$ (0.88)

$ (0.26)

Loss per share from discontinued operations (in dollars per share)

(0.02)

(0.08)

Total basic and diluted net loss per share (in dollars per share)

$ (0.90)

$ (0.34)

Weighted-average number of shares outstanding during the period

Basic (in shares)

26,592,781

18,862,715

Diluted (in shares)

26,592,781

18,862,715

Includes stock-based compensation expense, as follows:

Total stock-based compensation expense

$ 312

$ 741

General and Administrative [Member]

Includes stock-based compensation expense, as follows:

Total stock-based compensation expense

312

547

Discontinued Operations [Member]

Cost of sales

Other comprehensive loss from continuing operations

Consolidated net loss from discontinued operations

(605)

(1,478)

Comprehensive loss

(605)

(1,478)

Includes stock-based compensation expense, as follows:

Total stock-based compensation expense

194

Continuing Operations [Member]

Cost of sales

Consolidated net loss from continuing operations

(23,245)

(4,871)

Other comprehensive loss from continuing operations

(66)

(44)

Comprehensive loss

$ (23,311)

$ (4,915)

[1]	Includes stock-based compensation expense, as follows: General and administrative Discontinued operations

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Preferred stock [Member]	Common stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Total Company equity [Member]	Non-controlling Interests [Member]
Balance at Dec. 31, 2016	$ 64,169	$ 5	$ 183	$ 280,221	$ (220,868)	$ (13)	$ 59,528	$ 4,641
Issuance of common stock for services	11	0	0	11	0	0	11	0
Shares of common stock issued for the acquisition of Excalibur	1,809	0	9	1,800	0	0	1,809	0
Stock-based compensation	741	0	0	741	0	0	741	0
Net loss for the period	(6,349)	0	0	0	(6,425)	0	(6,425)	76
Foreign currency translation	(44)	0	0	0	0	(44)	(44)	0
Balance at Mar. 31, 2017	60,337	5	192	282,773	(227,293)	(57)	55,620	4,717
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	1	(1)	0	0	0	0
Stock-based compensation	312	0	0	312	0	0	312	0
Net loss for the period	(23,850)	0	0	0	(23,933)	0	(23,933)	83
Foreign currency translation	(66)	0	0	0	0	(66)	(66)	0
Distributions to noncontrolling interests	(220)	0	0	0	0	0	0	(220)
Balance at Mar. 31, 2018	$ 22,015	$ 4	$ 266	$ 290,707	$ (273,641)	$ (140)	$ 17,196	$ 4,819

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities
Consolidated net loss	$ (23,850)	$ (6,349)
Consolidated net loss from discontinued operations	(605)	(1,478)
Consolidated net loss from continuing operations	(23,245)	(4,871)
Items not affecting cash flows
Depreciation and amortization	1,653	1,726
Goodwill impairment	19,630	0
Stock-based compensation	312	741
Issuance of shares of common stock	0	1,820
Change in fair value of derivative warrant liabilities	(33)	(26)
Contingent liability assumed from acquisition	0	316
Gain on the sale of patents	(450)	0
Changes in current assets and liabilities net of effects of acquisition
Decrease in inventory	109	219
Decrease (increase) in other current assets and other assets	(1,559)	421
Decrease in accounts payable, accrued expenses and other current liabilities	(176)	(2,336)
Increase in other liabilities	62	169
Net cash used in operating activities - continuing operations	(3,697)	(1,821)
Net cash provided by (used in) operating activities - discontinued operations	1,363	(3,078)
Net cash used in operating activities	(2,334)	(4,899)
Cash flows from investing activities
Acquisition of property and equipment	(1,178)	(808)
Acquisition of software	(66)	0
Proceeds from the sale of patents	250	0
Cash received from note receivable	800	0
Net cash used in investing activities - continuing operations	(194)	(808)
Net cash used in investing activities - discontinued operations	0	(125)
Net cash used in investing activities	(194)	(933)
Cash flows from financing activities
Distributions to noncontrolling interests	(220)	0
Net cash used in financing activities - continuing operations	(220)	0
Net cash used in financing activities - discontinued operations	0	(361)
Net cash used in financing activities	(220)	(361)
Effect of exchange rate changes and foreign currency translation	(66)	(44)
Decrease in cash and cash equivalents	(2,814)	(6,237)
Cash and cash equivalents at beginning of period	6,368	17,910
Cash and cash equivalents at end of period	3,554	11,673
Cash paid during the period for
Interest	$ 150	$ 150

General

3 Months Ended

Mar. 31, 2018

General [Abstract]

General

Note 1. General

On January 5, 2018, FORM Holdings Corp. changed its name to XpresSpa Group, Inc. (“XpresSpa Group” or the “Company”). The Company’s common stock, par value $0.01 per share, which had previously been listed under the trading symbol “FH” on the Nasdaq Capital Market (“Nasdaq”), 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, which is comprised of XpresSpa, a leading airport retailer of spa services. XpresSpa is a well-recognized airport spa brand with 57 locations, consisting of 52 domestic and 5 international locations as of March 31, 2018. XpresSpa offers travelers premium spa services, including massage, nail and skin care, as well as spa and travel products.

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 formerly comprised the Company’s technology operating segment, which was eliminated following the disposition of Group Mobile. The results of operations for FLI Charge and Group Mobile are presented in the condensed 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 are presented in the condensed consolidated balance sheets as assets held for disposal and liabilities held for disposal, respectively, as of March 31, 2018 and December 31, 2017.

The Company owns certain patent portfolios, which it looks to monetize through sales and licensing agreements. During the three-month period ended March 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.

As of March 31, 2018, the Company had cash and cash equivalents of $3,554. In addition, the Company’s current assets were $6,321 and current liabilities were $8,560 as of March 31, 2018.

On May 15, 2018, the Company entered into a securities purchase agreement (the “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 2019, which includes $88 to be issued to Palladium Capital Advisors as Placement Agent (the “Convertible Notes”), convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a conversion price of $0.62 per share, (ii) Class A Warrants (the “Class A Warrants”) to purchase 7,157,259 shares of Common Stock at an exercise price of $0.62 per share and (iii) Class B Warrants (the “Class B Warrants,” and together with the Class A Warrants, the “Warrants”) to purchase 3,578,630 shares of Common Stock at an exercise price of $0.62 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 in November 2019. The Company expects to close the transaction as soon as possible following the filing of these financial statements.

The Company’s management believes that its current cash balance, the issuance of the Convertible Notes and Warrants, and cash provided by future operating activities will be sufficient to fund its planned operations and scheduled Convertible Notes principal repayments for at least the next twelve months following the date of the filing of these financial statements.

Accounting and Reporting Policies

3 Months Ended

Mar. 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 interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X, and should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2017. The condensed 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 adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company. Such adjustments are of a normal, recurring nature. The results of operations for the three-month period ended March 31, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation.

(b) Use of estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s intangible 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) Cash and Cash Equivalents

The Company maintains cash in checking accounts with financial institutions. The Company has established guidelines relating to diversification and maturities of its investments in order to minimize credit risk and maintain high liquidity of funds. Cash equivalents include amounts due from third-party financial institutions for credit and debit card transactions. These items typically settle in less than five days. As of March 31, 2018, the Company held significant portions of its cash balance in overseas accounts, totaling $2,661, which is not insured by the Federal Deposit Insurance Corporation (“FDIC”). If the Company were to distribute the amounts held overseas, the Company would need to follow an approval process as defined in its operating and partnership agreements, which may delay the availability of cash to the Company.

(d) Revenue recognition

The Company recognizes revenue from the sale of XpresSpa products and services at the point of sale, net of discounts and applicable sales taxes. Revenues from the XpresSpa wholesale and e-commerce businesses are recorded at the time goods are shipped. The Company excludes all sales taxes assessed to its customers. Sales taxes assessed on revenues are included in accounts payable, accrued expenses and other current liabilities in the condensed consolidated balance sheets until remitted to the state agencies.

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.

(e) Cost of sales

Cost of sales 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 related to the Company’s intellectual property 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.

(f) Investments

The Company accounts for its investments in other entities using the cost method of accounting when the Company has no substantial influence and the investment is less than 20% of the investee entity. Under the cost method, the investment is recorded at cost, which approximates fair value, on the date of acquisition. The Company performs an assessment for impairment on at least an annual basis, or when there is an indication that cost exceeds fair value.

(g) 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: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Level 2: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

(h) 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 condensed consolidated financial statements.

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 condensed 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 condensed consolidated financial statements.

ASU No. 2016-02, Leases (Topic 842)

This standard provides new guidance related to accounting for leases and supersedes U.S. GAAP on lease accounting with the intent to increase transparency. This standard requires operating leases to be recorded on the balance sheet as assets and liabilities and requires disclosure of key information about leasing arrangements. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations and comprehensive loss. The adoption will require a modified retrospective approach as of the beginning of the earliest period presented. The new standard is effective for the fiscal year beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its condensed consolidated financial statements, but the Company expects that it will result in a significant increase in its long-term assets and liabilities.

ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment

This standard provides new guidance to eliminate the requirement to calculate the implied fair value of goodwill, or the Step 2 test, to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The loss recognized should not exceed the total goodwill allocated to the reporting unit. The new standard is effective for the fiscal year beginning after December 15, 2019, with early adoption permitted. The Company early adopted this standard effective January 1, 2018. Adoption of this ASU did not have a material impact on the Company’s condensed 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 accumulated other comprehensive income to retained earnings in the period in which the effects of the change in the United States 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 of this standard on its condensed consolidated financial statements.

(i) Reclassification

Certain balances have been reclassified to conform to presentation requirements, including the presentation of discontinued operations and the consistent presentation of the allocation of cost of sales and general and administrative expenses between store locations and corporate in the condensed consolidated statements of operations and comprehensive loss.

Net Loss per Share of Common Stock

3 Months Ended

Mar. 31, 2018

Earnings Per Share, Basic and Diluted [Abstract]

Net Loss per Common Share

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:

	Three months ended March 31,
	2018		2017
Basic numerator:
Net loss from continuing operations attributable to shares of common stock	$	(23,328)	$	(4,947)
Net loss from discontinued operations attributable to shares of common stock		(605)		(1,478)
Net loss attributable to the Company	$	(23,933)	$	(6,425)
Basic denominator:
Basic shares of common stock outstanding		26,592,781		18,862,715

Basic loss per share of common stock from continuing operations	$	(0.88)	$	(0.26)
Basic loss per share of common stock from discontinued operations		(0.02)		(0.08)
Basic net loss per share of common stock	$	(0.90)	$	(0.34)

Diluted numerator:
Net loss from continuing operations attributable to shares of common stock	$	(23,328)	$	(4,947)
Net loss from discontinued operations attributable to shares of common stock		(605)		(1,478)
Net loss attributable to the Company	$	(23,933)	$	(6,425)
Diluted denominator:
Diluted shares of common stock outstanding		26,592,781		18,862,715

Diluted loss per share of common stock from continuing operations	$	(0.88)	$	(0.26)
Diluted loss per share of common stock from discontinued operations		(0.02)		(0.08)
Diluted net loss per share of common stock	$	(0.90)	$	(0.34)

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 to purchase an equal number of shares of common stock of the Company		3,579,585		5,138,732
Unvested RSUs to issue an equal number of shares of common stock of the Company		330,188		400,942
Warrants to purchase an equal number of shares of common stock of the Company		3,087,500		3,430,877
Preferred stock on an as converted basis		3,364,328		3,931,416
Total number of potentially dilutive instruments excluded from the calculation of net loss per share of common stock		10,361,601		12,901,967

Goodwill

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Note 4. Goodwill

On January 5, 2018, the Company changed its name to XpresSpa Group as part of a rebranding effort to align 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. Following the subsequent sale of Group Mobile on March 22, 2018, which was the only remaining component of the Company’s technology operating segment, 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 operate as 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 the fiscal year 2018, the Company’s stock price opened at $1.36 and closed at $1.45. The closing price of the Company’s stock on March 29, 2018, the last trading day of the first quarter of fiscal 2018, was $0.72. The average closing stock price of the Company from January 2, 2018 through March 29, 2018 was approximately $1.02, ranging from $0.71 to $1.80 during that period.

Subsequent to the first quarter of fiscal 2018, 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. The Company’s stock price has averaged $0.67 following March 31, 2018. As the stock price has not rebounded, the Company determined that the impairment relates to 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 are projected future cash flows and a discount rate, which is 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 condensed consolidated statements of operations and comprehensive loss for the three-month period ended March 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.

Other Assets

3 Months Ended

Mar. 31, 2018

Other Noncurrent Assets [Abstract]

Other Assets

Note 5. Other Assets

Other assets in the condensed consolidated balance sheets are comprised of the following as of March 31, 2018 and December 31, 2017:

	March 31, 2018		December 31, 2017
Cost method investments	$	2,909	$	834
Lease deposits		856		852
Other assets	$	3,765	$	1,686

As of March 31, 2018, the Company’s other assets included:

$1,625 cost method investment in Route1 Inc. (“Route1”), which the Company received from the disposition of Group Mobile in March 2018;

$856 deposits made pursuant to various lease agreements, which will be returned to the Company at the end of the leases;

$787 cost method investment in InfoMedia Services Limited (“InfoMedia”), which the Company acquired in 2014;

$450 cost method investment in Marathon Patent Group, Inc. (“Marathon”), that the Company received in January 2018; and

$47 cost method investment in FLI Charge, which the Company received from the disposition of FLI Charge in October 2017.

Segment Information

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Segment Information

Note 6. Segment Information

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, which is comprised of XpresSpa.

The Company currently operates in two geographical segments: the United States and all other countries. The following table represents the geographical revenue and segment operating loss for the three-month periods ended March 31, 2018 and 2017, and total asset information as of March 31, 2018 and December 31, 2017. There were no concentrations of geographical revenue, segment operating loss or total assets related to any single foreign country that were material to the Company’s condensed consolidated financial statements.

	Three months ended March 31,
	2018		2017
Revenue
United States	$	11,259	$	9,968
All other countries		1,341		1,116
Total revenue	$	12,600	$	11,084

Cost of sales
United States	$	8,990	$	8,257
All other countries		787		677
Total cost of sales	$	9,777	$	8,934

Segment operating income (loss)
United States	$	(23,276)	$	(4,759)
All other countries		220		190
Operating loss from continuing operations		(23,056)		(4,569)
Other non-operating expense, net		(273)		(75)
Loss from continuing operations before income taxes	$	(23,329)	$	(4,644)

	March 31, 2018		December 31, 2017
Assets
United States	$	32,567	$	55,152
All other countries		4,224		3,642
Assets held for disposal		717		6,446
Total assets	$	37,508	$	65,240

Fair Value Measurements

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 7. Fair Value Measurements

Derivative Warrant Liabilities

The following table presents the placement in the fair value hierarchy of derivative warrant liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017:

			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
March 31, 2018:	$	1	$	—	$	—	$	1

December 31, 2017:	$	34	$	—	$	—	$	34

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.

In addition to the above, the Company’s financial instruments as of March 31, 2018 and December 31, 2017, consisted of cash and cash equivalents, trade and loan receivables, inventory, accounts payable and other current liabilities. 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 three-month period ended March 31, 2018:

December 31, 2017	$	34
Decrease in fair value of the derivative warrant liabilities		(33)
March 31, 2018	$	1

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.

March 31, 2018:

Description	Valuation technique	Unobservable inputs	Range
Derivative warrant liabilities	Black-Scholes-Merton	Volatility		39.56	%
		Risk free interest rate		2.21	%
		Expected term, in years		2.09
		Dividend yield		0.00	%

December 31, 2017:

Description	Valuation technique	Unobservable inputs	Range
Derivative warrant liabilities	Black-Scholes-Merton	Volatility		39.64	%
		Risk-free interest rate		1.88	%
		Expected term, in years		2.34
		Dividend yield		0.00	%

Sensitivity of Level 3 measurements to changes in significant unobservable inputs

The inputs to estimate the fair value of the Company’s derivative warrant liabilities were the current market price of the Company’s common stock, the exercise price of the derivative warrant liabilities, their remaining expected term, the volatility of the Company’s common stock price and the risk-free interest rate over the expected term. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement.

Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the derivative warrant liabilities would each result in a directionally similar change in the estimated fair value of the Company’s derivative warrant liabilities. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate or a decrease in the differential between the derivative warrant liabilities’ exercise price and the market price of the Company’s shares of common stock would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock, and as such, there is no change in the estimated fair value of the derivative warrant liabilities due to the dividend assumption.

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 is subject to a lockup period commencing on the Transaction Date and ending on July 11, 2018 (the “Lockup Period”).

The Marathon Common Stock is recognized as a cost method investment and, as such, must be measured at cost on the date of acquisition, which, as of the Transaction Date, approximates 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

—

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 is 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.

Other Fair Value Measurements

The Company is also required to measure the fair value on a recurring basis of the contingent consideration it assumed following the acquisition of Excalibur Integrated Systems, Inc. (“Excalibur”) on February 2, 2017. The Company determined that there was no change in the fair value of the contingent consideration of $316 between December 31, 2017 and March 31, 2018. Although the Company disposed of Excalibur as part of the Group Mobile disposition, the contingent consideration remained due to the remnant of the earn-out provision due to the former stockholders of Excalibur, which is what first led to the recognition of a contingent consideration upon the acquisition of Excalibur. The contingent consideration is included in other liabilities in the condensed consolidated balance sheets.

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 in 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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stock-Based Compensation

3 Months Ended

Mar. 31, 2018

Share-based Compensation [Abstract]

Stock-based Compensation

Note 8. Stock-Based Compensation

As of March 31, 2018, 2,796,386 shares of the Company’s common stock were available for future grants under the Company’s 2012 Employee, Director and Consultant Equity Incentive Plan. Total stock-based compensation expense for the periods ended March 31, 2018 and 2017 was $312 and $741, respectively, the latter of which included stock-based compensation expense of $194 included in discontinued operations.

The following table summarizes the RSUs granted to a consultant during the three-month period ended March 31, 2018.

Grant date		No. of RSUs		Fair market value at grant date			Vesting term
February 28, 2018		53,408		$	0.94		Vesting immediately upon grant

No options were granted during the three-month period ended March 31, 2018.

The activity related to RSUs and stock options during the three-month period ended March 31, 2018 consisted of the following:

	RSUs				Options
	No. of RSUs		Weighted average grant date fair value		No. of options		Weighted average exercise price		Exercise price range		Weighted average grant date fair value
Outstanding as of January 1, 2018		365,565	$	2.12		4,317,942	$	5.67	$	1.10 – 41.00	$	3.86
Granted		53,408	$	0.94		—		—		—		—
Vested/Exercised		(88,785)	$	1.41		—		—		—		—
Forfeited		—		—		(686,041)	$	7.99	$	1.55 – 37.20	$	5.40
Expired		—		—		(52,316)	$	16.24	$	9.60 – 16.50	$	9.71
Outstanding as of March 31, 2018		330,188	$	2.12		3,579,585	$	5.07	$	1.10 – 41.00	$	3.39
Exercisable as of March 31, 2018		—		—		2,505,417	$	6.45	$	1.10 – 41.00

The Company did not recognize tax benefits related to its stock-based compensation as there is a full valuation allowance recorded.

Related Party Transactions

3 Months Ended

Mar. 31, 2018

Related Party Transactions Disclosure

Note 9. Related Party Transactions

On April 22, 2015, XpresSpa entered into a credit agreement and secured promissory note (the “Debt”) with Rockmore Investment Master Fund Ltd. (“Rockmore”), which was amended on August 8, 2016. Rockmore is an investment entity controlled by the Company’s board member, Bruce T. Bernstein. The Debt had an outstanding balance of $6,500 as of March 31, 2018 and December 31, 2017, included in long-term liabilities in the condensed consolidated balance sheets. During the quarter ended March 31, 2018, XpresSpa paid $150 of interest and recorded $183 of interest expense related to the debt.

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.

Discontinued Operations and Assets and Liabilities Held for Disposal

3 Months Ended

Mar. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations and Assets and Liabilities Held For Disposal

Note 10. Discontinued Operations and Assets and Liabilities Held for Disposal

FLI Charge

On October 20, 2017, the Company sold FLI Charge to a group of private investors and FLI Charge management, to own and operate FLI Charge. Post-closing, the Company does not provide any continued management or financing support to FLI Charge.

Group Mobile

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 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:

25,000,000 shares of Route1 common stock (the “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 as of March 31, 2018 resulting in $445 remaining in assets held for disposal in the condensed consolidated balance sheets as of that date. Assets held for disposal also includes $272 of accounts receivable 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 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 condensed consolidated balance sheet as of March 31, 2018. This resulted in a loss on disposal of $301, which is included in consolidated net loss from discontinued operations in the condensed consolidated statements of operations and comprehensive loss.

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 value of the Route1 Common Stock was classified within Level 2 of the fair value hierarchy because, although quoted prices in active markets for identical assets were used, which is a Level 1 attribute, the Company applied a discount on the lack of marketability to estimate the fair value due to the fact that the Route1 Common Stock will be restricted for different periods, which is a significant other observable input. The value of the warrants and earn-out provision were classified within Level 3 of the fair value hierarchy because they were valued using the Black-Scholes-Merton model and a Mote-Carlo simulation analysis, respectively, each of which utilizes significant inputs that are unobservable in the market.

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.

Operating Results and Assets and Liabilities Held for Sale

The following table presents the components of the consolidated net loss from discontinued operations, as presented in the condensed consolidated statements of operations and comprehensive loss, for the three-month periods ended March 31, 2018 for Group Mobile and March 31, 2017 for Group Mobile and FLI Charge:

	Three months ended March 31,
	2018		2017
Revenue	$	2,834	$	3,525
Cost of sales		(2,305)		(2,960)
Depreciation and amortization		(131)		(173)
General and administrative		(680)		(1,868)
Loss on disposal		(301)		—
Non-operating expense		(22)		(2)
Loss from discontinued operations before income taxes		(605)		(1,478)
Income tax expense		—		—
Consolidated net loss from discontinued operations	$	(605)	$	(1,478)

In addition, the following table presents the carrying amounts of Group Mobile’s major classes of assets and liabilities held for disposal as of March 31, 2018 and December 31, 2017, as presented in the condensed consolidated balance sheets:

	March 31, 2018		December 31, 2017
Cash	$	—	$	150
Accounts receivable, net		272		2,920
Inventory		445		1,935
Other current assets		—		3
Property and equipment, net		—		874
Intangible assets, net		—		564
Assets held for disposal	$	717	$	6,446

Accounts payable, accrued expenses and other current liabilities	$	—	$	3,142
Deferred revenue		—		619
Liabilities held for disposal	$	—	$	3,761

Income Taxes

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Note 11. Income Taxes

The Company’s provision for income taxes consists of federal, state, local, and foreign taxes in amounts necessary to align the Company’s year-to-date provision for income taxes with the effective tax rate that the Company expects to achieve for the full year. Each quarter, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as deemed necessary. The income tax provisions for the quarter ended March 31, 2018 reflect an estimated global annual effective tax rate of approximately 0.57%. As of March 31, 2018, deferred tax assets generated from the Company’s activities in the United States were offset by a valuation allowance because realization depends on generating future taxable income, which, in the Company’s estimation, is not more likely than not to be generated before such net operating loss carryforwards expire. The Company expects its effective tax rate for its current fiscal year to be significantly lower than the statutory rate as a result of a full valuation allowance; therefore, any loss before income taxes does not generate a corresponding income tax benefit.

Income tax benefit for the quarter ended March 31, 2018 of $84 was attributable primarily to the reduction to the valuation allowance as a result of the Tax Cuts and Jobs Act’s impact on the lives of net operating losses. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual tax rate could differ from current estimates. Although the Company has an immaterial amount of uncertain tax positions, the Company does not expect to record any additional material provisions for unrecognized tax benefits in the next year.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 12. 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 a liability and the estimated amount of a loss related to such 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 matters described below, and assessed the probability and likelihood of the occurrence of liability. Based on management’s estimates, the Company recorded $250, which is included in accounts payable, accrued expenses, and other current liabilities in the condensed consolidated balance sheet as of March 31, 2018.

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 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.

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 removed the lawsuit to the United States District Court for the Northern District of Georgia.

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., CV 15-1347 (E.D.N.Y.). Plaintiffs claim that they and other spa technicians around the country were misclassified as exempt commissioned salespersons under Section 7(i) of the federal Fair Labor Standards Act (“FLSA”). Plaintiffs also assert class claims for unpaid overtime on behalf of New York spa technicians under the New York Labor Law, and discriminatory employment practices under New York State and City laws. On July 1, 2015, the plaintiffs moved to have the court authorize notice of the FLSA misclassification claim sent to all employees in the spa technician job classification at XpresSpa locations around the country in the last three years. Defendants opposed the motion. On February 16, 2016, the Magistrate Judge assigned to the case issued a Report & Recommendation, recommending that the District Court Judge grant the plaintiffs’ motion. On March 1, 2016, the defendants filed Opposition to the Magistrate Judge’s Report & Recommendation, arguing that the District Court Judge should reject the Magistrate Judge’s findings. On September 23, 2016, the court ruled in favor of the plaintiffs and conditionally certified the class. The parties held a mediation on February 28, 2017 and reached an agreement on a settlement in principle. On September 6, 2017, the parties entered into a settlement agreement. On September 15, 2017, the parties filed a motion for settlement approval with the Court. XpresSpa subsequently paid the agreed-upon settlement amount to the settlement claims administrator to be held in escrow pending a fairness hearing and final approval by the Court. On March 30, 2018 the Court entered a Memorandum and Order denying the motion without prejudice to renewal due to questions and concerns the Court had about certain settlement terms. On April 24, 2018 the parties jointly submitted a supplemental letter to the Court advocating for the fairness and adequacy of the settlement, and we appeared in Court on April 25, 2018 for a hearing to discuss the settlement terms in greater detail with the assigned Magistrate Judge. At the conclusion of the hearing, the Court still had questions about the adequacy and fairness of the settlement terms, and the Judge asked that the parties jointly submit additional information to the Court addressing the open issues. The parties are in the process of preparing this submission for filing with the Court by the May 18, 2018 deadline.

Binn v. FORM Holdings Corp. et al.

On November 6, 2017, Moreton Binn and Marisol F, LLC, former stockholders of XpresSpa, filed a lawsuit against the Company and its directors in the United States District Court for the Southern District of New York. The lawsuit alleges violations of various sections of the 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 seeks rescission of the transaction, damages, equitable and injunctive relief, fees and costs, and various other relief. On January 17, 2018, the defendants filed a motion to dismiss the complaint. On February 7, 2018, the plaintiffs amended their complaint. On February 28, 2018, the defendants filed a motion to dismiss the amended complaint. On March 21, 2018, the plaintiffs filed an opposition to the motion to dismiss the amended complaint. On March 30, 2018, the defendants filed a reply in further support of the defendants’ motion to dismiss the amended complaint.

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 us or one of our subsidiaries, we will investigate the allegation and vigorously defend ourselves.

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.

Subsequent Events

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

Note 13. Subsequent Events

On May 15, 2018, the Company entered into the 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 issued to Palladium Capital Advisors as Placement Agent, convertible into Common Stock at a conversion price of $0.62 per share, (ii) Class A Warrants to purchase 7,157,259 shares of Common Stock at an exercise price of $0.62 per share and (iii) Class B Warrants to purchase up to 3,578,630 shares of Common Stock at an exercise price of $0.62 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 in November 2019. The Company intends to use the proceeds of this financing primarily for working capital and new store openings. The Company expects to close the transaction as soon as possible following the filing of these financial statements.

The principal amount of the outstanding Convertible Notes is to be repaid monthly in the amount of $296, beginning in September 2018, and the Company may make such payments and related interest payments in cash or, subject to certain conditions, in registered shares of its common stock (or a combination thereof), at its election. If the Company chooses to repay the Convertible Notes in shares of its common stock, the shares will be issued at a 10% discount to the volume weighted average price of the Company’s 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) trading day prior to such repayment date, subject to a minimum floor price of not less than 20% of the conversion price of the Convertible Notes on the issue date. The Company may also repay the Convertible Notes in advance of the maturity schedule subject to early repayment penalties of 15%.

Accounting and Reporting Policies (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Basis of presentation and principles of consolidation

(a) Basis of presentation and principles of consolidation

Use of estimates

(b) Use of estimates

Cash and cash equivalents

(c) Cash and Cash Equivalents

Revenue recognition

(d) Revenue recognition

Cost of Sales

(e) Cost of sales

Cost of sales 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.

Investments

(f) Investments

Fair value measurements

(g) Fair value measurements

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Recently issued accounting pronouncements

(h) Recently issued accounting pronouncements

ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606)

ASU No. 2016-01, Financial Instruments – Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities

ASU No. 2016-02, Leases (Topic 842)

ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment

ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

Reclassification

(i) Reclassification

Net Loss per Share of Common Stock (Tables)

3 Months Ended

Mar. 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:

	Three months ended March 31,
	2018		2017
Basic numerator:
Net loss from continuing operations attributable to shares of common stock	$	(23,328)	$	(4,947)
Net loss from discontinued operations attributable to shares of common stock		(605)		(1,478)
Net loss attributable to the Company	$	(23,933)	$	(6,425)
Basic denominator:
Basic shares of common stock outstanding		26,592,781		18,862,715

Basic loss per share of common stock from continuing operations	$	(0.88)	$	(0.26)
Basic loss per share of common stock from discontinued operations		(0.02)		(0.08)
Basic net loss per share of common stock	$	(0.90)	$	(0.34)

Diluted numerator:
Net loss from continuing operations attributable to shares of common stock	$	(23,328)	$	(4,947)
Net loss from discontinued operations attributable to shares of common stock		(605)		(1,478)
Net loss attributable to the Company	$	(23,933)	$	(6,425)
Diluted denominator:
Diluted shares of common stock outstanding		26,592,781		18,862,715

Diluted loss per share of common stock from continuing operations	$	(0.88)	$	(0.26)
Diluted loss per share of common stock from discontinued operations		(0.02)		(0.08)
Diluted net loss per share of common stock	$	(0.90)	$	(0.34)

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 to purchase an equal number of shares of common stock of the Company		3,579,585		5,138,732
Unvested RSUs to issue an equal number of shares of common stock of the Company		330,188		400,942
Warrants to purchase an equal number of shares of common stock of the Company		3,087,500		3,430,877
Preferred stock on an as converted basis		3,364,328		3,931,416
Total number of potentially dilutive instruments excluded from the calculation of net loss per share of common stock		10,361,601		12,901,967

Other Assets (Tables)

3 Months Ended

Mar. 31, 2018

Other Noncurrent Assets [Abstract]

Schedule of Other Assets

Other assets in the condensed consolidated balance sheets are comprised of the following as of March 31, 2018 and December 31, 2017:

	March 31, 2018		December 31, 2017
Cost method investments	$	2,909	$	834
Lease deposits		856		852
Other assets	$	3,765	$	1,686

Segment Information (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area

	Three months ended March 31,
	2018		2017
Revenue
United States	$	11,259	$	9,968
All other countries		1,341		1,116
Total revenue	$	12,600	$	11,084

Cost of sales
United States	$	8,990	$	8,257
All other countries		787		677
Total cost of sales	$	9,777	$	8,934

Segment operating income (loss)
United States	$	(23,276)	$	(4,759)
All other countries		220		190
Operating loss from continuing operations		(23,056)		(4,569)
Other non-operating expense, net		(273)		(75)
Loss from continuing operations before income taxes	$	(23,329)	$	(4,644)

	March 31, 2018		December 31, 2017
Assets
United States	$	32,567	$	55,152
All other countries		4,224		3,642
Assets held for disposal		717		6,446
Total assets	$	37,508	$	65,240

Fair Value Measurements (Tables)

3 Months Ended

Mar. 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 derivative warrant liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017:

			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
March 31, 2018:	$	1	$	—	$	—	$	1

December 31, 2017:	$	34	$	—	$	—	$	34

Changes in Liabilities Measured at Fair Value Using Significant Unobservable Inputs

December 31, 2017	$	34
Decrease in fair value of the derivative warrant liabilities		(33)
March 31, 2018	$	1

Fair Value Measurements Based Upon Sensitivity and Nature of Inputs

March 31, 2018:

Description	Valuation technique	Unobservable inputs	Range
Derivative warrant liabilities	Black-Scholes-Merton	Volatility		39.56	%
		Risk free interest rate		2.21	%
		Expected term, in years		2.09
		Dividend yield		0.00	%

December 31, 2017:

Description	Valuation technique	Unobservable inputs	Range
Derivative warrant liabilities	Black-Scholes-Merton	Volatility		39.64	%
		Risk-free interest rate		1.88	%
		Expected term, in years		2.34
		Dividend yield		0.00	%

Assets and Liabilities Measured at Fair Value on Nonrecurring Basis

The following table presents the placement in the fair value hierarchy of the 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

—

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2018

Share-based Compensation [Abstract]

Schedule of Options Granted

The following table summarizes the RSUs granted to a consultant during the three-month period ended March 31, 2018.

Grant date		No. of RSUs		Fair market value at grant date			Vesting term
February 28, 2018		53,408		$	0.94		Vesting immediately upon grant

Stock Options and Restricted Stock Units Activity

The activity related to RSUs and stock options during the three-month period ended March 31, 2018 consisted of the following:

	RSUs				Options
	No. of RSUs		Weighted average grant date fair value		No. of options		Weighted average exercise price		Exercise price range		Weighted average grant date fair value
Outstanding as of January 1, 2018		365,565	$	2.12		4,317,942	$	5.67	$	1.10 – 41.00	$	3.86
Granted		53,408	$	0.94		—		—		—		—
Vested/Exercised		(88,785)	$	1.41		—		—		—		—
Forfeited		—		—		(686,041)	$	7.99	$	1.55 – 37.20	$	5.40
Expired		—		—		(52,316)	$	16.24	$	9.60 – 16.50	$	9.71
Outstanding as of March 31, 2018		330,188	$	2.12		3,579,585	$	5.07	$	1.10 – 41.00	$	3.39
Exercisable as of March 31, 2018		—		—		2,505,417	$	6.45	$	1.10 – 41.00

Discontinued Operations and Assets and Liabilities Held for Disposal (Tables)

3 Months Ended

Mar. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

	Three months ended March 31,
	2018		2017
Revenue	$	2,834	$	3,525
Cost of sales		(2,305)		(2,960)
Depreciation and amortization		(131)		(173)
General and administrative		(680)		(1,868)
Loss on disposal		(301)		—
Non-operating expense		(22)		(2)
Loss from discontinued operations before income taxes		(605)		(1,478)
Income tax expense		—		—
Consolidated net loss from discontinued operations	$	(605)	$	(1,478)

	March 31, 2018		December 31, 2017
Cash	$	—	$	150
Accounts receivable, net		272		2,920
Inventory		445		1,935
Other current assets		—		3
Property and equipment, net		—		874
Intangible assets, net		—		564
Assets held for disposal	$	717	$	6,446

Accounts payable, accrued expenses and other current liabilities	$	—	$	3,142
Deferred revenue		—		619
Liabilities held for disposal	$	—	$	3,761

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=65878427&loc=SL51721533-107759

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721665-107760

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=64827811&loc=d3e1474-107760

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=64827811&loc=d3e1361-107760

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721683-107760

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3A
-URI http://asc.fasb.org/extlink&oid=84176398&loc=SL51724579-110230

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5C
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721675-107760

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 4A
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721663-107760

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=84176398&loc=d3e2941-110230

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5B
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721673-107760

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3A
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721659-107760

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5A
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721671-107760

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5D
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721677-107760

+ Details

General (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands	May 15, 2018	Mar. 31, 2018	Jan. 05, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
Common Stock, Par Or Stated Value Per Share		$ 0.01	$ 0.01	$ 0.01
Assets, Current		$ 6,321		$ 16,093
Cash and cash equivalents		3,554		6,368	$ 11,673	$ 17,910
Liabilities, Current		$ 8,560		$ 12,497
Notes Payable, Other Payables [Member] \| Subsequent Event [Member]
Debt Instrument, Convertible, Conversion Price	$ 0.62
Convertible Notes Payable [Member] \| Subsequent Event [Member]
Common Stock, Par Or Stated Value Per Share	$ 0.01
Debt Instrument, Face Amount	$ 4,438
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Debt Instrument, Maturity Date, Description	November 15, 2019
Convertible Notes Payable [Member] \| Subsequent Event [Member] \| Private Placement [Member]
Stock Issued During Period, Value, New Issues	$ 88
Class A warrant [Member] \| Subsequent Event [Member]
Stock Issued During Period, Shares, New Issues	7,157,259
Shares Issued, Price Per Share	$ 0.62
Class B warrant [Member] \| Subsequent Event [Member]
Stock Issued During Period, Shares, New Issues	3,578,630
Shares Issued, Price Per Share	$ 0.62

Accounting and Reporting Policies (Additional Information) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Cost Method Investment Ownership Percentage	20.00%
Cash	$ 2,661

Net Loss per Share of Common Stock (Computation of basic and diluted net losses per common share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share Disclosure [Line Items]
Net loss attributable to shares of common stock	$ (23,933)	$ (6,425)
Basic shares of common stock outstanding	26,592,781	18,862,715
Diluted shares of common stock outstanding	26,592,781	18,862,715
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 of common stock	10,361,601	12,901,967
Basic numerator [Member]
Earnings Per Share Disclosure [Line Items]
Net loss from continuing operations attributable to shares of common stock	$ (23,328)	$ (4,947)
Net loss from discontinued operations attributable to shares of common stock	(605)	(1,478)
Net loss attributable to shares of common stock	$ (23,933)	$ (6,425)
Basic denominator [Member]
Earnings Per Share Disclosure [Line Items]
Basic shares of common stock outstanding	26,592,781	18,862,715
Basic loss per share of common stock from continuing operations	$ (0.88)	$ (0.26)
Basic loss per share of common stock from discontinued operations	(0.02)	(0.08)
Basic net loss per share of common stock	$ (0.90)	$ (0.34)
Diluted numerator [Member]
Earnings Per Share Disclosure [Line Items]
Net loss from continuing operations attributable to shares of common stock	$ (23,328)	$ (4,947)
Net loss from discontinued operations attributable to shares of common stock	(605)	(1,478)
Net loss attributable to shares of common stock	$ (23,933)	$ (6,425)
Diluted denominator [Member]
Earnings Per Share Disclosure [Line Items]
Diluted shares of common stock outstanding	26,592,781	18,862,715
Diluted loss per share of common stock from continuing operations	$ (0.88)	$ (0.26)
Diluted loss per share of common stock from discontinued operations	(0.02)	(0.08)
Diluted net loss per share of common stock	$ (0.90)	$ (0.34)
Vested and unvested options 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 of common stock	3,579,585	5,138,732
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 of common stock	330,188	400,942
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 of common stock	3,087,500	3,430,877
Convertible Perferred 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 of common stock	3,364,328	3,931,416

Goodwill (Additional Information) (Details) - USD ($)		3 Months Ended
Goodwill (Additional Information) (Details) - USD ($)	May 14, 2018	Mar. 31, 2018	Mar. 29, 2018	Mar. 31, 2017	Jan. 02, 2018
Opening Stock Price					$ 1.36
Closing Stock Price			$ 0.72		$ 1.45
Average Stock Price			1.02
Goodwill, Impairment Loss		$ 19,630,000		$ 0
Goodwill, Fair Value Disclosure		$ 0
Maximum Stock Price			1.80
Minimum Stock Price			$ 0.71
Subsequent Event [Member]
Average Stock Price	$ 0.67

Other Assets (Additional Information) (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Cost Method Investments	$ 2,909	$ 834
Leveraged Lease Investment	856	$ 852
Route1 Inc. [Member]
Cost Method Investments	1,625
InfoMedia Services Limited [Member]
Cost Method Investments	787
Marathon Patent Group, Inc. [Member]
Cost Method Investments	450
FLI Charge [Member]
Cost Method Investments	$ 47

Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Cost method investments	$ 2,909	$ 834
Lease deposits	856	852
Other assets	$ 3,765	$ 1,686

Segment Information (Geographical Revenue, Segment Operating Loss and Total Asset Information) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Revenue
Total revenue	$ 12,600	$ 11,084
Cost of sales
Total cost of sales	9,777	8,934
Segment operating income (loss)
Operating loss from continuing operations	(23,056)	(4,569)
Other non-operating expense, net	(273)	(75)
Loss from continuing operations before income taxes	(23,329)	(4,644)
Assets
Assets held for disposal	717		$ 6,446
Assets	37,508		65,240
United States
Revenue
Total revenue	11,259	9,968
Cost of sales
Total cost of sales	8,990	8,257
Segment operating income (loss)
Operating loss from continuing operations	(23,276)	(4,759)
Assets
Assets	32,567		55,152
All other countries
Revenue
Total revenue	1,341	1,116
Cost of sales
Total cost of sales	787	677
Segment operating income (loss)
Operating loss from continuing operations	220	$ 190
Assets
Assets	$ 4,224		$ 3,642

Fair Value Measurements (Additional Information) (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
	Jan. 11, 2018	Jan. 31, 2018	Mar. 31, 2018	Mar. 31, 2017
Proceeds from Sale of Intangible Assets			$ 250	$ 0
Noncash Merger Related Costs			$ 316
Patent Rights Purchase and Assignment Agreement [Member]
Proceeds from Sale of Intangible Assets	$ 250
Marathon Common Stock [Member] \| Patent Rights Purchase and Assignment Agreement [Member]
Number of Shares Acquired Through Sale of Intangible Assets		250,000

Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - Warrant [Member] - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Liabilities
Derivative liabilities	$ 1	$ 34
Fair Value, Inputs, Level 1 [Member]
Liabilities
Derivative liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Liabilities
Derivative liabilities	0	0
Fair Value Inputs Level 3 [Member]
Liabilities
Derivative liabilities	$ 1	$ 34

Fair Value Measurements (Changes In Company's Liabilities Measured At Fair Value Using Significant Unobservable Inputs) (Details) - May Twenty Fifteen Warrants [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Derivative Liability, Beginning	$ 34
Decrease in fair value of the derivative warrant liabilities	(33)
Derivative Liability, Ending	$ 1

Fair Value Measurements (Based Upon Sensitivity and Nature of Inputs) (Details) - Derivative warrant liabilities [Member]	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Volatility	39.56%	39.64%
Risk free interest rate	2.21%	1.88%
Expected term, in years	2 years 1 month 2 days	2 years 4 months 2 days
Dividend yield	0.00%	0.00%

Fair Value Measurements (Intangible Assets Measured At Fair Value On A Non-Recurring Basis) (Details) $ in Thousands	Mar. 31, 2018 USD ($)
Fair Value, Assets Measured on Recurring and Nonrecurring Basis, Alternative [Abstract]
Assets, Fair Value Disclosure, Nonrecurring	$ 450
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets Measured on Recurring and Nonrecurring Basis, Alternative [Abstract]
Assets, Fair Value Disclosure, Nonrecurring	450
Fair Value Inputs Level 3 [Member]
Fair Value, Assets Measured on Recurring and Nonrecurring Basis, Alternative [Abstract]
Assets, Fair Value Disclosure, Nonrecurring	0
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring and Nonrecurring Basis, Alternative [Abstract]
Assets, Fair Value Disclosure, Nonrecurring	$ 0

Stock-Based Compensation (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Stockholders Equity [Line Items]
Share-Based Compensation	$ 312	$ 741
Discontinued Operations [Member]
Stockholders Equity [Line Items]
Share-Based Compensation		$ 194
Two Thousand Twelve Stock Option Plan [Member]
Stockholders Equity [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	2,796,386

Stock-Based Compensation (Schedule Of Common Stock Options Granted) (Details)	3 Months Ended
	Mar. 31, 2018 $ / shares shares
Stockholders Equity [Line Items]
Fair market value at grant date	$ 0
Consultant [Member]
Stockholders Equity [Line Items]
Grant date	February 28, 2018
No. of RSUs Options \| shares	53,408
Fair market value at grant date	$ 0.94
Vesting terms	Vesting immediately upon grant

Stock-Based Compensation (Stock options and RSU activity) (Details)	3 Months Ended
	Mar. 31, 2018 $ / shares shares
Stockholders Equity [Line Items]
No. of options, Outstanding \| shares	4,317,942
No. of options, Granted \| shares	0
No. of options, Vested/Exercised \| shares	0
No. of options, Forfeited \| shares	(686,041)
No. of options, Expired \| shares	(52,316)
No. of options, Outstanding \| shares	3,579,585
No. of options, Exercisable \| shares	2,505,417
Exercise price range, Outstanding	$ 5.67
Exercise price range, Granted	0
Exercise price range, Vested/Exercised	0
Exercise price range, Forfeited	7.99
Exercise price range, Expired	16.24
Exercise price range, Outstanding	5.07
Exercise price range, Exercisable	6.45
Weighted average grant date fair value, Outstanding	3.86
Weighted average grant date fair value, Granted	0
Weighted average grant date fair value, Vested/Exercised	0
Weighted average grant date fair value, Forfeited	5.40
Weighted average grant date fair value, Expired	9.71
Weighted average grant date fair value, Outstanding	$ 3.39
Restricted Stock [Member]
Stockholders Equity [Line Items]
No. of RSUS, Outstanding \| shares	365,565
No. of RSUs, Granted \| shares	53,408
No. of RSUs, Vested/Exercised \| shares	(88,785)
No. of RSUs, Forfeited \| shares	0
No. of RSUs, Expired \| shares	0
No. of RSUS, Outstanding \| shares	330,188
No. of RSUs, Exercisable \| shares	0
Weighted average grant date fair value, Outstanding	$ 2.12
Weighted average grant date fair value, Granted	0.94
Weighted average grant date fair value, Vested/Exercised	1.41
Weighted average grant date fair value, Forfeited	0
Weighted average grant date fair value, Expired	0
Weighted average grant date fair value, Outstanding	2.12
Weighted average grant date fair value, Exercisable	0
Minimum [Member]
Stockholders Equity [Line Items]
Exercise price range, Outstanding	1.10
Exercise price range, Forfeited	1.55
Exercise price range, Expired	9.60
Exercise price range, Outstanding	1.10
Exercise price range, Exercisable	1.10
Maximum [Member]
Stockholders Equity [Line Items]
Exercise price range, Outstanding	41.00
Exercise price range, Forfeited	37.20
Exercise price range, Expired	16.50
Exercise price range, Outstanding	41.00
Exercise price range, Exercisable	$ 41.00

Related Party Transactions (Additional Information) (Details) - XpresSpa Engagement [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Debt Instrument, Face Amount	$ 6,500
Payments For Interest Expenses	150
Interest Expense, Debt	$ 183
Debt Instrument, Maturity Date Range, Start	May 01, 2019
Debt Instrument, Maturity Date Range, End	Dec. 31, 2019

Discontinued Operations and Assets and Liabilities Held for Disposal (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Consideration	$ 1,625
Disposal Group Including Discontinued Operation Consideration Shares Received	25,000,000
Disposal Group, Including Discontinued Operation, Post Closing, 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. The Company has the ability to sell the Route1 Common Stock and warrants to qualified institutional investors. The Purchase Agreement also contains representations, warranties, and covenants customary for transactions of this type.
Disposal Group, Including Discontinued Operation, Inventory	$ 445
Proceeds from Sale of Inventory, Discontinued Operations	110
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net	272	$ 2,920
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax	301
Disposal Group, Discontinued Operation, Value of Common Stock	308
Disposal Group, Discontinued Operation, Value of Warrants	176
Disposal Group, Discontinued Operation, Value of Earn-Out Provision	$ 1,141
Discontinued Operations [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
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.
Disposal Group, Including Discontinued Operation, Inventory	$ 555
Discontinued Operations [Member] \| Route1 Common Stock [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

Discontinued Operations and Assets and Liabilities Held for Disposal (Schedule Of Discontinued Operations, As Presented In Consolidated Statements Of Operations) (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Revenue

$ 2,834

$ 3,525

Cost of sales

(2,305)

(2,960)

Depreciation and amortization

(131)

(173)

General and administrative

(680)

(1,868)

Loss on disposal

(301)

Non-operating expense

(22)

(2)

Loss from discontinued operations before income taxes

^[1]

(605)

(1,478)

Income tax expense

Consolidated net loss from discontinued operations

$ (605)

$ (1,478)

[1]	Includes stock-based compensation expense, as follows: General and administrative Discontinued operations

- Definition

Amount before tax of income (loss) from a discontinued operation. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details

- Definition

Amount of tax expense (benefit) related to a discontinued operation. Includes, but is not limited to, tax expense (benefit) related to income (loss) from operations during the phase-out period, tax expense (benefit) related to gain (loss) on disposal, tax expense (benefit) related to gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and tax expense (benefit) related to adjustments of a prior period gain (loss) on disposal.

+ References + Details

- Definition

Amount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details

Discontinued Operations and Assets and Liabilities Held for Disposal (Carrying Amounts Of the Major Classes Of Assets and Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Cash	$ 0	$ 150
Accounts receivable, net	272	2,920
Inventory	445	1,935
Other current assets	0	3
Property and equipment, net	0	874
Intangible assets, net	0	564
Assets held for disposal	717	6,446
Accounts payable, accrued expenses and other current liabilities	0	3,142
Deferred revenue	0	619
Liabilities held for disposal	$ 0	$ 3,761

Income Taxes (Additional Information) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Income Taxes [Line Items]
Business Acquisition, Goodwill, Expected Tax Deductible Amount	$ 84
Effective Income Tax Rate Discontinued Operations	0.57%

Commitments and Contingencies (Additional Information) (Details) $ in Thousands	Mar. 31, 2018 USD ($)
Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Estimated Litigation Liability, Current	$ 250

Subsequent Events (Additional Information) (Details) - Subsequent Event [Member] $ / shares in Units, $ in Thousands	May 15, 2018 USD ($) $ / shares shares
Convertible Debt [Member]
Subsequent Event [Line Items]
Debt Instrument, Maturity Date	Nov. 15, 2019
Debt Instrument, Face Amount \| $	$ 4,438
Debt Instrument, Periodic Payment \| $	$ 296
Common Stock Discount Percentage	10.00%
Early Repayment Penalties Rate	15.00%
Minimum Floor Price Percentage	20.00%
Debt Instrument, Convertible, Conversion Price \| $ / shares	$ 0.62
Private Placement [Member] \| Convertible Debt [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues \| $	$ 88
Class A Warrants [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares	7,157,259
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.62
Class B Warrants [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares	3,578,630
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.62