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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2019	Nov. 12, 2019
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Registrant Name	XpresSpa Group, Inc.
Entity Central Index Key	0001410428
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Trading Symbol	XSPA
Entity Common Stock, Shares Outstanding		14,452,664
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true

CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 2,432	$ 3,403
Retail inventory	854	782
Other current assets	690	1,574
Total current assets	3,976	5,759
Restricted cash	451	487
Property and equipment, net	9,621	11,795
Intangible assets, net	7,358	9,167
Operating lease right of use assets, net	9,818	0
Other assets	2,494	3,376
Total assets	33,718	30,584
Current liabilities
Accounts payable, accrued expenses and other	7,761	8,172
Senior secured note	0	6,500
Convertible notes, net	0	1,986
Total current liabilities	7,761	16,658
Long-term liabilities
Senior secured note, net	4,153	0
Convertible note, net	1,046	0
Derivative liabilities	6,088	476
Operating lease liabilities	9,818
Other liabilities	315	315
Total liabilities	29,181	17,449
Commitments and contingencies (see Note 16)
Stockholders' equity
Common Stock, $0.01 par value per share; 150,000,000 shares authorized; 2,918,169 and 1,761,802 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	363	352
Additional paid-in capital	301,601	295,904
Accumulated deficit	(301,068)	(286,913)
Accumulated other comprehensive loss	(360)	(251)
Total stockholders' equity attributable to common shareholders	550	9,106
Noncontrolling interests	3,987	4,029
Total stockholders' equity	4,537	13,135
Total liabilities and stockholders' equity	33,718	30,584
Series A Convertible Preferred stock [Member]
Stockholders' equity
Preferred stock	0	0
Series C Junior Preferred Stock [Member]
Stockholders' equity
Preferred stock	0	0
Series D Convertible Preferred Stock [Member]
Stockholders' equity
Preferred stock	4	4
Series E Convertible Preferred Stock [Member]
Stockholders' equity
Preferred stock	10	10
Series F Convertible Preferred Stock Member
Stockholders' equity
Preferred stock	$ 0	$ 0

CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	2,918,169	1,761,802
Common stock outstanding	2,918,169	1,761,802
Series A Convertible Preferred stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	6,968	6,968
Preferred stock, issued	6,673	6,673
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	480,417	480,417
Preferred stock, outstanding	425,750	425,750
Preferred Stock, Liquidation Preference, Value	$ 20,436	$ 20,436
Series E Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	2,397,060	2,397,060
Preferred stock, issued	967,742	967,742
Preferred stock, outstanding	967,742	967,742
Preferred Stock, Liquidation Preference, Value	$ 3,000	$ 3,000
Series F Convertible Preferred Stock Member
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	9,000	9,000
Preferred stock, issued	8,996	0
Preferred stock, outstanding	8,996	0
Preferred Stock, Liquidation Preference, Value	$ 900	$ 900

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

3 Months Ended

9 Months Ended

Sep. 30, 2019

Sep. 30, 2018

Sep. 30, 2019

Sep. 30, 2018

Revenue

Other

$ 0

$ 1,184

$ 800

Total revenue

12,531

12,922

37,669

38,560

Cost of sales

Labor

5,842

5,997

17,507

18,697

Occupancy

1,894

1,996

5,811

6,216

Products and other operating costs

1,953

1,992

5,322

5,208

Total cost of sales

9,689

9,985

28,640

30,121

General and administrative

3,108

3,943

9,204

12,443

Depreciation and amortization

1,464

1,879

4,692

5,375

Impairment of assets

106

936

Impairment of goodwill

19,630

Total operating expenses

14,367

15,807

43,472

67,569

Operating loss from continuing operations

(1,836)

(2,885)

(5,803)

(29,009)

Interest expense

(780)

(624)

(2,052)

(1,212)

Other non-operating income (expense), net

(2,161)

378

(5,817)

877

Loss from continuing operations before income taxes

(4,777)

(3,131)

(13,672)

(29,344)

Income tax benefit

143

101

198

Loss from continuing operations after income taxes

(4,634)

(3,065)

(13,571)

(29,146)

Loss from discontinued operations, net of income taxes

(1,115)

Net loss

(4,634)

(3,065)

(13,571)

(30,261)

Net income attributable to noncontrolling interests

(210)

(122)

(584)

(382)

Net loss attributable to common shareholders

(4,844)

(3,187)

(14,155)

(30,643)

Comprehensive loss

$ (4,552)

$ (3,068)

$ (13,680)

$ (30,466)

Loss per share attributable to common shareholders

Loss per share from continuing operations

$ (1.68)

$ (2.25)

$ (6.33)

$ (21.66)

Loss per share from discontinued operations

0.00

(0.82)

Basic and diluted net loss per common share

$ (1.68)

$ (2.25)

$ (6.33)

$ (22.48)

Weighted-average number of shares outstanding during the period*:

Basic

^[1]

2,875,501

1,417,614

2,236,323

1,363,440

Diluted

^[1]

2,875,501

1,417,614

2,236,323

1,363,440

Service [Member]

Revenue

Products and services

$ 10,230

$ 10,391

$ 30,704

$ 31,220

Product [Member]

Revenue

Products and services

2,301

2,531

5,781

6,540

Continuing Operations [Member]

Cost of sales

Loss from continuing operations after income taxes

(4,634)

(3,065)

(13,571)

(29,146)

Other comprehensive income (loss) from continuing operations

(3)

(109)

(205)

Comprehensive loss

(4,552)

(3,068)

(13,680)

(29,351)

Discontinued Operations [Member]

Cost of sales

Comprehensive loss

$ 0

$ (1,115)

[1]	Adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Preferred stock	Common stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Total Company equity	Non-controlling interest	Total
Balance at Dec. 31, 2017	$ 4	$ 265	$ 290,396	$ (249,708)	$ (74)	$ 40,883	$ 4,956	$ 45,839
Vesting of restricted stock units ("RSUs")		1	(1)	0	0	0	0	0
Stock-based compensation		0	312	0	0	312	0	312
Net income (loss) for the period		0	0	(23,933)	0	(23,933)	83	(23,850)
Foreign currency translation		0	0	0	(66)	(66)	0	(66)
Contributions from noncontrolling interests		0	0	0	0	0	0	0
Distributions to noncontrolling interests		0	0	0	0	0	(220)	(220)
Balance at Mar. 31, 2018	4	266	290,707	(273,641)	(140)	17,196	4,819	22,015
Balance at Dec. 31, 2017	4	265	290,396	(249,708)	(74)	40,883	4,956	45,839
Net income (loss) for the period								(30,261)
Balance at Sep. 30, 2018	4	319	291,989	(280,351)	(279)	11,682	4,073	15,755
Balance at Mar. 31, 2018	4	266	290,707	(273,641)	(140)	17,196	4,819	22,015
Vesting of restricted stock units ("RSUs")		5	(5)	0	0	0	0	0
Issuance of equity warrants		0	64	0	0	64	0	64
Stock-based compensation		0	259	0	0	259	0	259
Net income (loss) for the period		0	0	(3,523)	0	(3,523)	177	(3,346)
Foreign currency translation		0	0	0	(136)	(136)	0	(136)
Contributions from noncontrolling interests		0	0	0	0	0	76	76
Distributions to noncontrolling interests		0	0	0	0	0	(920)	(920)
Balance at Jun. 30, 2018	4	271	291,025	(277,164)	(276)	13,860	4,152	18,012
Issuance of Common Stock for repayment of debt and interest		48	770	0	0	818	0	818
Stock-based compensation		0	194	0	0	194	0	194
Net income (loss) for the period		0	0	(3,187)	0	(3,187)	122	(3,065)
Foreign currency translation		0	0	0	(3)	(3)	0	(3)
Contributions from noncontrolling interests		0	0	0	0	0	43	43
Distributions to noncontrolling interests		0	0	0	0	0	(244)	(244)
Balance at Sep. 30, 2018	4	319	291,989	(280,351)	(279)	11,682	4,073	15,755
Balance at Dec. 31, 2018	14	352	295,904	(286,913)	(251)	9,106	4,029	13,135
Issuance of Common Stock for repayment of debt and interest		2	815	0	0	817	0	817
Stock-based compensation		0	104	0	0	104	0	104
Net income (loss) for the period		0	0	(2,973)	0	(2,973)	129	(2,844)
Foreign currency translation		0	0	0	(21)	(21)	0	(21)
Distributions to noncontrolling interests		0	0	0	0	0	(166)	(166)
Balance at Mar. 31, 2019	14	354	296,823	(289,886)	(272)	7,033	3,992	11,025
Balance at Dec. 31, 2018	14	352	295,904	(286,913)	(251)	9,106	4,029	13,135
Net income (loss) for the period								(13,571)
Balance at Sep. 30, 2019	14	363	301,601	(301,068)	(360)	550	3,987	4,537
Balance at Mar. 31, 2019	14	354	296,823	(289,886)	(272)	7,033	3,992	11,025
Stock-based compensation		0	127	0	0	127	0	127
Conversion of senior notes and warrants into common shares		6	3,488	0	0	3,494	0	3,494
Net income (loss) for the period		0	0	(6,338)	0	(6,338)	245	(6,093)
Foreign currency translation		0	0	0	(170)	(170)	0	(170)
Contributions from noncontrolling interests		0	0	0	0	0	16	16
Distributions to noncontrolling interests		0	0	0	0	0	(174)	(174)
Balance at Jun. 30, 2019	14	360	300,438	(296,224)	(442)	4,146	4,079	8,225
Issuance of Series F Preferred Stock		0	1,131	0	0	1,131	0	1,131
Stock-based compensation		0	35	0	0	35	0	35
Exercise of June 2019 Class A Warrants into common stock		3	(3)	0	0	0	0	0
Net income (loss) for the period		0	0	(4,844)	0	(4,844)	210	(4,634)
Foreign currency translation		0	0	0	82	82	0	82
Distributions to noncontrolling interests		0	0	0	0	0	(302)	(302)
Balance at Sep. 30, 2019	$ 14	$ 363	$ 301,601	$ (301,068)	$ (360)	$ 550	$ 3,987	$ 4,537

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net loss	$ (13,571)	$ (30,261)
Net loss from discontinued operations	0	1,115
Net loss from continuing operations	(13,571)	(29,146)
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization	4,692	5,375
Issuance of Series F Convertible Preferred Stock	1,131	0
Revaluation of warrants and conversion options	780	(1,541)
Debt conversion expense	1,547	169
Amortization of debt discount and debt issuance costs	955	589
Impairment of assets	936	0
Stock-based compensation	266	765
Impairment of cost method investment	1,188	0
Accretion of interest on notes	476	0
Issuance of warrants	689	64
Impairment of goodwill	0	19,630
Gain on the sale of patents	0	(450)
Changes in assets and liabilities:
(Increase) decrease in inventory	(72)	357
Increase in other current assets and other assets	574	(741)
(Increase) in accounts payable, accrued expenses and other	(373)	(1,095)
Decrease in other liabilities	0	(105)
Net cash used in operating activities - continuing operations	(782)	(6,129)
Net cash provided by operating activities - discontinued operations	0	1,501
Net cash used in operating activities	(782)	(4,628)
Cash flows from investing activities:
Acquisition of property and equipment	(1,641)	(2,682)
Acquisition of software	0	(143)
Proceeds from the sale of patents	0	250
Cash received from payment of note receivable	0	800
Net cash used in investing activities	(1,641)	(1,775)
Cash flows from financing activities:
Issuance of note to Calm	2,500	0
Distributions to noncontrolling interests	(642)	(1,384)
Contributions from noncontrolling interests	16	119
Debt issuance costs	(220)	(320)
Payments on Convertible Notes	(129)	0
Proceeds from convertible notes and warrants	0	(4,350)
Net cash provided by financing activities	1,525	2,765
Effect of exchange rate changes and foreign currency translation	(109)	(205)
Decrease in cash and cash equivalents	(1,007)	(3,843)
Cash and cash equivalents and restricted cash at beginning of period	3,890	6,368
Cash and cash equivalents and restricted cash at end of period	2,883	2,525
Cash paid during the period for:
Interest	628	580
Income taxes	35	0
Non-cash investing and financing transactions
Addition of Right Of Use Assets And Liabilities	9,818	0
Conversion of notes and interest into common stock	2,728	0
Increase in note to pay fee to lender	500	0
Issuance of common stock to repay $649 of debt and interest	0	818
Non-cash acquisition of cost method investment	0	2,705
Debt discount related to issuance of convertible notes	$ 0	$ 1,962

General	9 Months Ended
General	Sep. 30, 2019
General
General	Note 1. General Overview On January 5, 2018, the Company changed its name to XpresSpa Group, Inc. (“XpresSpa Group” or the “Parent”) from FORM Holdings Corp. The Company rebranded to XpresSpa Group to align its corporate strategy to build a pure-play health and wellness services company, which commenced following its acquisition of XpresSpa Holdings, LLC (“Holdings”or “XpresSpa”) on December 23, 2016 (XpresSpa Group, Inc. and Holdings consolidated is referred to as the “Company”). As a result of the transition to a pure-play health and wellness services company, the Company currently has one operating segment that is also its sole reporting unit, XpresSpa, the leading airport retailer of spa services. XpresSpa offers travelers premium spa services, including massage, nail and skin care, as well as spa and travel products. Basis of Presentation and Principals of Consolidation The unaudited interim consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8-03 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, 2018. The unaudited interim consolidated condensed financial statements for all 2018 periods presented have been derived from the audited financial statements. The 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 and nine-month periods ended September 30, 2019 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. Recent Developments Calm Private Placement On July 8, 2019, the Company entered into a securities purchase agreement (the “Calm Purchase Agreement”) with Calm.com, Inc. (“Calm”) pursuant to which the Company agreed to sell (i) an aggregate principal amount of $2,500 in an unsecured convertible note due 2022 (the “Calm Note”), which is convertible into shares of Series E Convertible Preferred Stock (the “Series E Preferred Stock”) and (ii) warrants to purchase 937,500 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an exercise price of $2.00 per share (the “Calm Warrants”) (collectively, the “Calm Private Placement”). The Company received $2,500 in gross proceeds from the Calm Private Placement. Convertible Notes and Warrants The Calm Note is an unsecured subordinated obligation of the Company. Unless earlier converted or redeemed, the Calm Note will mature on May 31, 2022. The Calm Note bears interest at a rate of 5% per annum, subject to increase in the event of default to the lesser of 18% per annum or the maximum rate permitted under applicable law. The Calm Note is convertible at any time until the Calm Note is no longer outstanding, in whole or in part, at the option of Calm into shares of Series E Preferred Stock at a conversion price equal to $3.10 per share, except that no shares of Series E Preferred Stock could be issued as payment of interest or in connection with anti-dilution protection or voluntary reduction of the conversion price until receipt of shareholder approval, which approval was obtained on October 2, 2019. Interest on the Calm Note is payable in arrears beginning on the last day of each February, May, August and November during the period beginning on the original issuance date and ending on, and including, the maturity date, when all amounts outstanding under the Calm Note becomes due and payable in cash. The Company may elect to pay interest in cash, shares of Series E Preferred Stock or a combination thereof. The Calm Warrants entitle Calm to purchase an aggregate of 937,500 shares of Common Stock. The Calm Warrants are exercisable beginning six months from the date of issuance, have a term of five years and feature an exercise price equal to $2.00 per share. See Note 9. “Long-term Notes and Convertible Notes”, for discussion of the accounting for the Calm Private Placement. Calm Collaboration Agreement On July 8, 2019, the Company entered into an Amended and Restated Product Sale and Marketing Agreement with Calm (the “Amended and Restated Collaboration Agreement”), which replaced the parties’ previous Product Sale and Marketing Agreement, dated as of November 12, 2018. The Amended and Restated Collaboration Agreement primarily relates to the display, marketing, promotion, offer for sale and sale of Calm’s products in each of the Company’s branded stores worldwide. The Amended and Restated Collaboration Agreement will remain in effect until July 31, 2021, unless terminated earlier in accordance with the Amended and Restated Collaboration Agreement, and automatically renews for successive terms of six months unless either party provides written notice of termination no later than thirty days prior to any such automatic renewal of the Amended and Restated Collaboration Agreement. On October 30, 2019, the Company and Calm entered into an amendment to the Amended and Restated Collaboration Agreement, which provides for the addition of certain Calm branded products, which amendment is attached as Exhibit 10.8 to this Quarterly Report on Form 10-Q and incorporated by reference herein. Amendment to Certificate of Designation of Series E Convertible Preferred Stock On July 8, 2019, the Company filed a certificate of amendment to the Certificate of Designation of Series E Convertible Preferred Stock (the “Series E COD Amendment”) with the State of Delaware to (i) increase the number of authorized shares of Series E Preferred Stock to 2,397,060 and (ii) upon receipt of Shareholder Approval, reduce the conversion price to $2.00. The Series E COD Amendment was approved by the Board of Directors of the Company and the Company obtained shareholder approval of the Series E COD Amendment on October 2, 2019. See Note 10. “Stockholders’ Equity". B3D Transaction and Senior Secured Note On July 8, 2019, Holdings entered into the fourth amendment (the “Credit Agreement Amendment”) to its existing Credit Agreement with B3D, LLC (“B3D”) (the "Senior Secured Note" or the "B3D Note") in order to, among other provisions, (i) extend the maturity date to May 31, 2021, (ii) reduce the applicable interest rate to 9.0%, and (iii) to amend and restate certain other provisions relating to its 11.24% Senior Secured Note. As consideration for these and other modifications the principal amount owed to B3D was increased to $7.0 million. Principal and any interest accrued thereon are convertible, at B3D’s option, into Common Stock subject to receipt of shareholder approval, which was obtained on October 2, 2019 (the “B3D Transaction”). B3D Note The B3D Note is a senior secured and guaranteed obligation of Holdings, secured by the personal property of the parent company of Holdings (XpresSpa Group, Inc.) and Holdings’ wholly owned subsidiaries. Unless earlier converted or redeemed, the B3D Note will mature on May 31, 2021. The B3D Note bears interest at a rate of 9.00% per annum, calculated on a monthly basis. Interest only is payable in arrears on the last business date of each month (the “Monthly Interest”). Notwithstanding the foregoing, until the earlier of (i) ninety days from the date of the Credit Agreement Amendment or (ii) the date upon which shareholder approval is received, which approval was obtained on October 2, 2019 (the “Interest Deferment Date”), the Monthly Interest continued to accrue, compounded monthly, and all unpaid amounts thereof became due and payable on the Interest Deferment Date. At the option of Holdings, all or any portion of the Monthly Interest that is payable (i) on the Interest Deferment Date or (ii) after the Interest Deferment Date, but not more than twenty-one days and not less than five trading days prior to the date on which each payment of Monthly Interest is due, may be paid in shares of XpresSpa Group, Inc.'s Common Stock. At any time after receipt of shareholder approval until the B3D Note is no longer outstanding, at the option of B3D, all or any portion of the outstanding principal amount of the B3D Note, plus any accrued and unpaid interest thereon, shall be convertible into XpresSpa Group, Inc.’s Common Stock at a conversion price equal to $2.00 per share. See Note 9. "Long-term Notes and Convertible Notes", for discussion of the accounting for the B3D Transaction and B3D Note. On August 22, 2019, the Company entered into an amendment to the B3D Note. Among other provisions, the amendment provided that B3D shall not have the right to convert the B3D Note into shares of Common Stock to the extent that such conversion would cause B3D to beneficially own in excess of the Beneficial Ownership Limitation, initially defined as 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the B3D Note. Series D Convertible Preferred Stock Amendment and December 2016 Warrant Amendment Series D Convertible Preferred Stock Amendment On July 8, 2019, the Company filed a certificate of amendment to the Certificate of Designation of Series D Convertible Preferred Stock (the “Series D COD Amendment”) with the State of Delaware to, upon receipt of shareholder approval, reduce the conversion price to $2.00 and provide for automatic conversion of the Series D Convertible Preferred Stock (the “Series D Preferred Stock”) into shares of Common Stock. The Series D COD Amendment was approved by the Company’s Board and the Company obtained shareholder approval on October 2, 2019. December 2016 Warrant Amendment On July 8, 2019, the Company entered into an amendment to certain outstanding warrants issued in December 2016 (the “December 2016 Warrants”) to the holders of its Series D Preferred Stock (the “December 2016 Warrant Amendment”) to provide for (i) a reduction in the price to convert to Common Stock to $2.00, (ii) certain anti-dilution price protection and (iii) voluntary reduction of the conversion price by the Company in its discretion. The Company obtained shareholder approval in connection with the December 2016 Warrant Amendment on October 2, 2019. The December 2016 Warrants were recorded as an equity instrument at December 31, 2016. As such, no adjustment to the consolidated condensed financial statements was made as a result of the change in the conversion price. May 2018 SPA Amendment, Series F Preferred Stock and Series B Preferred Stock May 2018 SPA Amendment On May 15, 2018, in a private placement offering, the Company issued (i) 5% Secured Convertible Notes (the "5% Secured Convertible Notes") convertible into Common Stock at $12.40 per share, due November 2019, (ii) May 2018 Class A Warrants to purchase 357,863 shares of Common Stock (the "May 2018 Class A Warrants") and (iii) Class B Warrants to purchase 178,932 shares of Common Stock (the "May 2018 Class B Warrants"). On July 8, 2019, the Company entered into an amendment (the “May 2018 SPA Amendment”) to its Securities Purchase Agreement, dated as of May 15, 2018, by and between the Company and the purchasers party thereto (the “May 2018 SPA”), to provide for, among other provisions, (i) an update to certain definitions, including the definition of an “Exempt Issuance,” (ii) the waiver of certain provisions regarding restrictions on subsequent equity sales and participation in subsequent financings, (iii) the removal of certain of such provisions upon receipt of shareholder approval (obtained on October 2, 2019), (iv) the amendment to certain provisions of the May 2018 Class A Warrants issued pursuant to the May 2018 SPA to modify certain provisions in connection with a Notice Failure (as such term is defined in the May 2018 Class A Warrants), and the reduction in the exercise price of the May 2018 Class A Warrants issuable pursuant to anti-dilution price protection contained in such May 2018 Class A Warrants to $2.00 per share following receipt of shareholder approval , which approval was obtained on October 2, 2019, (v) the cancellation of all outstanding May 2018 Class B Warrants and (vi) the establishment of a new class of preferred stock, designated Series F Convertible Preferred Stock, par value $0.01 per share (the “Series F Preferred Stock”) and the issuance of 8,996 shares of such Series F Preferred Stock to the parties to the May 2018 SPA Amendment, which are convertible into Common Stock upon receipt of shareholder approval , which approval was obtained on October 2, 2019. Certificate of Designation of Series F Preferred Stock In connection with the May 2018 SPA Amendment, on July 8, 2019, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Series F Certificate of Designation”) establishing and designating the rights, powers and preferences of the Series F Preferred Stock. The Company designated 9,000 shares of Series F Preferred Stock. The Series F Convertible Preferred Stock was recorded at its fair value on July 8, 2019 of $1,154 (net of issuance costs of approximately $123) in the Company's consolidated condensed balance sheet as of September 30, 2019. See Note 10. "Stockholders' Equity" for further discussion. Certificate of Elimination of Series B Preferred Stock On July 8, 2019, the Company filed a Certificate of Elimination of Shares of Series B Preferred Stock (the “Certificate of Elimination”) to the Company’s amended and restated certificate of incorporation. The Certificate of Elimination reduced, pursuant to Section 151(g) of the Delaware General Corporation Law, the number of authorized shares of Series B Convertible Preferred Stock of the Company, par value $0.01 per share (the “Series B Preferred Stock”) from 1,609,167 shares to zero shares. Pursuant to the provisions of Section 151(g) of the Delaware General Corporation Law, the 1,609,167 authorized shares of Series B Preferred Stock were eliminated pursuant to the reduction return to the available undesignated preferred stock of the Company and may be re-designated into another series of preferred stock. CEO Transition On February 8, 2019, Edward Jankowski resigned as Chief Executive Officer of the Company and as a director of the Company. Mr. Jankowski’s resignation was not as a result of any disagreement with the Company on any matters related to the Company’s operations, policies or practices. Mr. Jankowski is receiving termination benefits including $375 payable in equal installments over a twelve-month term which commenced on February 13, 2019 and COBRA continuation coverage paid in full by the Company for up to a maximum of twelve months. Effective as of February 11, 2019, Douglas Satzman was appointed by the Company’s Board of Directors as the Chief Executive Officer of the Company and as a director of the Company to fill the position vacated by Mr. Jankowski. Liquidity and Going Concern As of September 30, 2019, the Company had cash and cash equivalents of $2,432, total current assets of $3,976, total current liabilities of $7,761, and a working capital deficiency of $3,785, compared to a working capital deficiency of $10,899 as of December 31, 2018. The Company is exploring valuable strategic partnerships, right-sizing its corporate structure, and stream-lining spa operations. The Company expects that these actions will be executed in alignment with the anticipated timing of its long-term liquidity needs. There can be no assurance, however, that any such opportunities will materialize. The Company has also reduced operating expenses with net cash used in operating activities decreasing from $6,129 for the nine months ended September 30, 2018 to $782 for the nine months ended September 30, 2019. While the Company continues to focus on its overall profitability; the Company expects to incur net losses in the foreseeable future. The report of the Company’s independent registered public accounting firm on its financial statements for the year ended December 31, 2018 included an explanatory paragraph indicating that there is substantial doubt about the Company’s ability to continue as a going concern. In addition to the transactions that have already occurred, the Company believes it is probable that it will generate additional liquidity through other actions it expects to undertake in the near future. The Company’s management believes it will successfully mitigate the substantial doubt raised by its historical operating results and will satisfy its liquidity needs for at least twelve months from the issuance of these financial statements. However, the Company cannot reasonably predict with any certainty that the results of its actions will generate the liquidity required to satisfy its liquidity needs. If the Company continues to experience operating losses, and the Company is not able to generate additional liquidity through the actions described above or through some combination of other actions, while not expected, the Company may not be able to access additional funds and the Company might need to secure additional sources of funds, which may or may not be available. Additionally, a failure to generate additional liquidity could negatively impact its access to inventory or services that are important to the continued operation of the business.

Accounting and Reporting Policies	9 Months Ended
Accounting and Reporting Policies	Sep. 30, 2019
Accounting and Reporting Policies
Accounting and Reporting Policies	Note 2. Accounting and Reporting Policies (a) Right of use asset and lease liability The right of use asset on our consolidated condensed balance sheet represents a lessee’s right to use an asset over the life of a lease. The asset is calculated as the initial amount of the lease liability, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received. The amortization period for the right of use asset is from the lease commencement date to the earlier of the end of the lease term or the end of the useful life of the asset. The addition of these items on the balance sheet is in accordance with new lease accounting standard Topic 842-Leases issued by the FASB. 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. (b) Revenue recognition The Company recognizes revenue from the sale of XpresSpa products at the time the goods are purchased at our stores or online (usually by credit card) and services when they are rendered at our stores, net of discounts and applicable sales taxes. Revenues from the XpresSpa wholesale and e-commerce businesses are recorded at the time goods are shipped. Accordingly, the Company recognizes revenue for its single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. The Company excludes all sales taxes assessed to its customers. Sales taxes assessed on revenues are included in accounts payable, accrued expenses and other current liabilities in the consolidated condensed balance sheets until remitted to the respective 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. (c) Recently adopted accounting pronouncements ASU No. 2016‑02, Leases (Topic 842), as amended This standard and its amendments provide new guidance related to accounting for leases and supersedes GAAP on lease accounting with the intent to increase transparency. This standard requires operating leases to be recorded on the balance sheet as assets and liabilities and requires disclosure of key information about leasing arrangements. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations and comprehensive loss. On January 1, 2019, the Company adopted ASU 2016-02 on a prospective basis, beginning on January 1, 2019 using the optional transition method. The Company applied the transition options permitted by ASU 2018‑11 and elected the package of practical expedients to alleviate certain operational and reporting complexities related to the adoption, one of which was not to recognize a right of use asset or lease liability for leases with a term of twelve months or less. See Note 8. "Leases" for further discussion. The Company recorded right of use assets and lease liabilities for its operating leases of $9,565 upon adoption of ASU 2016‑02. 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 U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recorded. The new standard is effective for the fiscal year beginning after December 15, 2018. The Company adopted this standard on January 1, 2019. Adoption of this standard did not have a material impact on the Company's consolidated condensed financial statements. (d) Recently issued accounting pronouncements ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses to be incurred over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. The new standard is effective for the fiscal year beginning after December 15, 2019, with early adoption permitted. Based upon the outstanding balance of the Company’s trade receivables and its positive collection history, the Company’s management does not believe that the adoption of this standard will have a material impact on its consolidated financial position and results of operations. ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement This amendment provides updates to the disclosure requirements on fair value measures in Topic 820 which includes the changes in unrealized gains and losses in other comprehensive income for recurring Level 3 fair value measurements, the option of additional quantitative information surrounding unobservable inputs and the elimination of disclosures around the valuation processes for Level 3 measurements. The new standard is effective for the fiscal year beginning after December 15, 2019. The Company’s management does not believe that the adoption of this standard will have a material impact on its consolidated financial position and results of results of operations. (e) Presentation Certain items in the 2018 financial statements have been reclassified to conform to the presentation in the 2019 financial statements. Such reclassifications did not have a material impact on the presentation of the overall financial statements.

Potentially Dilutive Securities

9 Months Ended

Sep. 30, 2019

Potentially Dilutive Securities

Potentially Dilutive Securities

Note 3. Potentially Dilutive Securities

Loss per share attributable to common shareholders data for each period presented excludes from the calculation of diluted net loss the following potentially dilutive securities (reflecting the impact of the 1:20 reverse stock split that became effective on February 22, 2019) as they had an anti-dilutive impact:


	As of September 30,
	2019		2018
Both vested and unvested options to purchase an equal number of shares of Common Stock of the Company		178,229		114,250
Unvested RSUs to issue an equal number of shares of Common Stock of the Company		37,500		22,750
Warrants to purchase an equal number of shares of Common Stock of the Company		1,462,224		703,670
Preferred stock on an as converted basis		862,035		163,216
Convertible notes on an as converted basis		—		217,500
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders		2,539,988		1,221,386

The 5% Secured Convertible Notes were converted into Common Stock in June 2019. See Note 9. “Long-term Notes and Convertible Notes.”

On October 2, 2019, the Company obtained shareholder approval of the reduction in the conversion price of the Company's Series D Preferred Stock to Common Stock. Effective October 2, 2019, the Series D Preferred Stock converted into 10,964,460 shares of Common Stock and 1,408,050 warrants to purchase Common Stock. As of November 12, 2019, 570,035 of the warrants have been exercised and converted into Common Stock.

Cash, Cash Equivalents, and Restricted Cash

9 Months Ended

Sep. 30, 2019

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

Note 4. Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents, and restricted cash in the consolidated condensed balance sheets are comprised of the following as of September 30, 2019 and December 31, 2018:


	September 30, 2019		December 31, 2018
Cash denominated in United States dollars	$	480	$	2,000
Cash denominated in currency other than United States dollars		1,605		1,143
Restricted cash		451		487
Credit and debit card receivables		347		260
Total cash, cash equivalents, and restricted cash	$	2,883	$	3,890

Cash denominated in Unites States dollars decreased from December 31, 2018 primarily due to increased capital expenditures to renovate spas and to open new spas, distributions to the Company's noncontrolling interest investees and payments made on the Senior Secured Notes.

Restricted cash represents balances at financial institutions to secure bonds and letters of credit as required by the Company’s various lease agreements.

Other Current Assets

9 Months Ended

Sep. 30, 2019

Other Current Assets

Other Current Assets

Note 5. Other Current Assets

As of September 30, 2019, and December 31, 2018, the Company's other current assets were comprised of the following:


	September 30, 2019		December 31, 2018
Cash in escrow		254		—
Prepaid expenses		222		1,204
Other		214		370
Total other current assets	$	690	$	1,574

Cash in escrow is the amount the Company was required to put into escrow to fund the renovation of one of its spa locations. Prepaid expenses are predominantly comprised of prepaid insurance policies which have terms of one year or less. The balance decreased from December 31,2018 due to the timing of payments and amortization of the year end prepaid insurance balance.

Other Assets

9 Months Ended

Sep. 30, 2019

Other Assets

Other Assets

Note 6. Other Assets

Other assets in the consolidated condensed balance sheets are comprised of the following as of September 30, 2019 and December 31, 2018:


	September 30, 2019		December 31, 2018
Cost method investments	$	1,294	$	2,482
Lease deposits		894		894
Other		306		—
Total other assets	$	2,494	$	3,376

The Company recorded an impairment loss on its FLI Charge cost method investment of approximately $47 which is included in "Impairment of assets" on the Company's consolidated condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2019. As of September 30, 2019, the Company’s cost method investments consist primarily of a $787 investment in InfoMedia Services Limited which the Company acquired in 2014 and the remaining investment in Route1 of $484, which it received as part of the disposition of Group Mobile in March 2018.

In the second quarter of 2019, the Company impaired its investment in Route1, due to an under performance of operating results. The Company recorded an impairment charge of $1,141 in the second quarter of 2019, which is included in “Other non-operating income (expense),net” on the consolidated condensed statement of operations and comprehensive loss for the nine months ended September 30,2019.

The Company has not identified any other events or changes in circumstances that could have a significant adverse effect on the carrying value of its remaining cost method investments.

Intangible Assets and Goodwill

9 Months Ended

Sep. 30, 2019

Intangible Assets and Goodwill

Intangible Assets and Goodwill

Note 7. Intangible Assets and Goodwill

The following table provides information regarding the Company’s intangible assets subject to amortization, which consist of the following:


	September 30, 2019						December 31, 2018
			Accumulated
	Gross		Amortization		Net		Gross		Accumulated		Net
	Carrying		and		Carrying		Carrying		Amortization		Carrying
	Amount		Impairment		Amount		Amount		and Impairment		Amount
Trade name	$	13,309	$	(6,149)	$	7,160	$	13,309	$	(4,485)	$	8,824
Customer relationships		312		(312)		—		312		(312)		—
Software		312		(114)		198		312		(69)		243
Patents		26,897		(26,897)		—		26,897		(26,797)		100
Total intangible assets	$	40,830	$	(33,472)	$	7,358	$	40,830	$	(31,663)	$	9,167

The Company’s trade name relates to the value of the XpresSpa trade name, customer relationships represent the value of loyalty customers, software relates to certain capitalized third-party costs related to a new point-of-sale system, and patents consist of intellectual property portfolios acquired from third parties.

The Company's intangible assets are amortized over their expected useful lives. During the three and nine months ended September 30, 2019 and 2018, the Company recorded amortization expense of $583 and $510, respectively, and $1,727 and $1,901, respectively.

During the three months ended September 30, 2019, the Company wrote off the net book value of certain patents that were no longer generating cash flow totaling approximately $85, which is included in “Impairment of assets” for the three and nine months ended September 30, 2019 on the Company's consolidated condensed statements of operations and comprehensive loss.

Based on the intangible assets balance as of September 30, 2019 the estimated amortization expense for the remainder of the calendar year and each of the succeeding calendar years is as follows:


Calendar Years ending December 31,	Amount
Remainder of 2019	$	463
2020		2,275
2021		2,275
2022		2,275
2023		70
Total	$	7,358

There were no impairment indicators related to any of the Company’s amortizable intangible assets during the nine months ended September 30, 2019.

Goodwill Impairment

During the first quarter of fiscal year 2018, the Company’s stock price declined from an opening price of $1.36 on January 2, 2018 to $0.72 on March 29, 2018. Subsequently, on April 19, 2018, the Company entered into a separation agreement with its Chief Executive Officer regarding his resignation as Chief Executive Officer and Director. These events were identified by the Company’s management as triggering events requiring that goodwill be tested for impairment as of March 31, 2018. As the stock price had not rebounded, the Company determined that there was an impairment of the goodwill. The Company performed a quantitative goodwill impairment test, in which the Company compared the carrying value of the reporting unit to its estimated fair value, which was calculated using an income approach. The key assumptions for this approach were projected future cash flows and a discount rate, which was based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected future cash flows. As a result of the quantitative goodwill impairment test performed as of March 31, 2018, the Company determined that the fair value of the reporting unit was less than its’ carrying amount and, therefore, goodwill of the reporting unit was considered impaired. 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. The impairment to goodwill was a result of the structural changes to the Company, including completion of the transition from a holding company to a pure-play health and wellness company, the change in Chief Executive Officer and the reduction in the Company’s stock price.

Leases

9 Months Ended

Sep. 30, 2019

Leases

Leases

Note 8. Leases

The Company leases its retail space at various domestic and international airports. Additionally, the Company leases its corporate office in New York. Certain leases entered into by the Company fall under ASU No. 2016-02, Leases (“Topic 842”) discussed in Note 2 (b) “Recently adopted accounting pronouncements”. The Company determines if an arrangement is a lease at inception and if it qualifies under Topic 842. Some of the Company’s lease arrangements contain fixed payments throughout the term of the lease. Others involve a variable component to determine the lease obligation where a certain percentage of sales is used to calculate the lease payments.

The Company enters into certain leases that expire and are then extended on a month-to-month basis. These leases are not included in the calculation of the total lease liability and the right of use asset after they convert to month-to-month.

All qualifying leases held by the Company are classified as operating leases. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company records its operating lease assets and liabilities based on required guaranteed payments under each lease agreement. The Company uses its incremental borrowing rate, which approximates the rate at which the Company can borrow funds on a secured basis, using the information available at commencement date of the lease in determining the present value of guaranteed lease payments. The interest rate implicit in the lease is generally not determinable in transactions where a company is the lessee.

The Company reviews all of its existing lease agreements on a quarterly basis to determine whether there were any modifications to existing lease agreements and to assess if any agreements should be accounted for pursuant to the guidance in Topic 842. The option to extend the term of one existing lease contract was exercised during the current period. The Company recalculated the right of use asset and lease liability based on the modified lease term and adjusted both balances. There were no other lease modifications during the period. The Company entered into two new lease arrangements that are included in the balances of its right of use asset and lease liability as of September 30, 2019.

The following is a summary of the activity in the Company’s operating lease liabilities for the nine months ended September 30, 2019:


Operating lease liabilities, January 1, 2019	$	10,809
New leases entered		1,531
Termination of existing qualifying leases		(421)
Amortization of lease obligation		(2,101)
Operating lease liabilities, September 30, 2019	$	9,818

In July 2019, as a result of an early termination of a lease for one of its locations that was closed, the Company assessed all assets at the closed location (primarily leasehold improvements) for impairment. This resulted in a charge of approximately $620 which was included in “Impairment of assets” in the consolidated condensed statements of operations and comprehensive loss that was recorded in June 30, 2019 and is reflected in the current period year to date results. The Company also reduced the remaining balance in the right of use assets and the lease liabilities by approximately $421 in June 2019 to write off the balances related to the leases for this location.

The Company expensed approximately $210 of costs capitalized in anticipation of opening new spas that the Company later determined would not be realized. This charge is included in the “Impairment of assets” line in the consolidated condensed statement of operations and comprehensive loss for the nine months ended September 30, 2019.

As of September 30, 2019, operating leases contain the following future minimum commitments:


Calendar Years ending December 31,	Amount
Remainder of 2019	$	922
2020		3,441
2021		2,897
2022		2,196
2023		1,282
Thereafter		1,495
Total future lease payments		12,233
Less: interest expense at incremental borrowing rate		(2,415)
Net present value of lease liabilities	$	9,818

Other assumptions and pertinent information related to the Company’s accounting for operating leases are:


Weighted average remaining lease term:		5.1	years
Weighted average discount rate used to determine present value of operating lease liability:		11.01	%
Cash paid for lease obligations during the nine months ended September 30, 2019:	$	2,827

Variable lease payments calculated monthly as a percentage of a product and services revenue, was $794 and $2,291 for the three and nine months ended September 30, 2019.

Long-term Notes and Convertible Notes

9 Months Ended

Sep. 30, 2019

Long-term Notes and Convertible Notes

Long-term Notes and Convertible Notes

Note 9. Long-term Notes and Convertible Notes

Total Debt as of September 30, 2019 and December 31, 2018 is comprised of the following:


	September 30, 2019		December 31, 2018
B3D Note, net of $2,847 in unamortized debt issuance costs and fair value adjustments as of September 30, 2019	$	4,153	$	6,500
5% Secured Convertible Notes, net		—		1,986
Calm Note, net of $1,454 in unamortized debt issuance costs and fair value adjustments		1,046		—
Total debt	$	5,199	$	8,486

B3D Note

On July 8, 2019, the Company entered into the fourth amendment to its existing credit agreement (the “Amendment to the Credit Agreement”) with B3D, to renegotiate the terms of its 11.24%, $6,500 senior secured note as discussed in Note 1 “General” under Recent Developments. The Amendment to the Credit Agreement, among other provisions, (i) extended the maturity date to May 31, 2021, (ii) reduced the applicable interest rate to 9.0%, and (iii)amended and restated certain other provisions. As consideration for these and other modifications, the principal amount owed to B3D was increased to $7,000.

The Company engaged an independent third party to assess the fair value of each of the derivative instruments included in the B3D Note. The results of the appraisal were that the conversion feature and the B3D Note should be bifurcated, and that the conversion option should be treated as a separate derivative liability. A fair value of $2,774 was assigned to the conversion option, which is included in “Derivative Liabilities” on the consolidated condensed balance sheet and the B3D Note was assigned a fair value of $4,226 as of July 8, 2019. The conversion option was marked to market as of September 30, 2019 and as a result, the Company recorded a revaluation gain of approximately $479 that is included in “Other income (expense), net” for the three and nine months ended September 30, 2019. During the three and nine months ended September 30, 2019 the Company recorded $362 of accretion expense that increased the carrying value of the B3D Note.

The modification to the terms included in the Credit Agreement Amendment were accounted for as a troubled debt restructuring in the Company’s consolidated condensed financial statements as of September 30, 2019, in accordance with ASC 470-60 “Troubled Debt Restructurings by Debtors”. A debtor in a troubled debt restructuring involving only a modification of terms of a payable should account for the effects of the restructuring prospectively from the time of restructuring and not change the carrying amount of the payable at the time of the restructuring. The Company will pay interest monthly at the revised 9.0% rate over the life of the B3D Note. Since the future cash payments for principal and interest under the restructured B3D Note will be greater than the carrying value of the original note no gain was recorded.

As a result of the extension of the maturity date to May 31, 2021, the balance of the B3D Note was reclassified from current liabilities as of December 31, 2018 to long-term liabilities on the Company’s consolidated condensed balance sheet as of September 30, 2019.

The Company agreed upon a $500 increase in the principal amount of the B3D Note which will be amortized on a straight-line basis over the revised term of the B3D Note. The net balance of the deferred issuance costs was $435 as of September 30, 2019 and is presented as a reduction of the B3D Note balance in the Company’s consolidated condensed balance sheet. Amortization expense from July 8, 2019 through September 30, 2019 was $65 and is included in “Interest expense” in the consolidated condensed statements of operations and comprehensive loss. Amortization of debt issuance costs for the three and nine months ended September 30, 2018 was $394 and $589, respectively, also included in “Interest expense”.

The B3D Note is guaranteed on a full, unconditional, joint, and several basis, by the parent Company, XpresSpa Group, Inc., and all wholly owned subsidiaries of Holdings (the “Guarantor Subsidiaries”). Under the terms of a security and guarantee agreement dated July 8, 2019, XpresSpa Group, Inc. (the parent company) and the Guarantor Subsidiaries each fully and unconditionally, jointly and severally, guarantee the payment of interest and principal on the B3D Note. Holdings pledged and granted to B3D a first priority security interest in, among other things, all of its equity interests in Holdings and all of its rights to receive distributions, cash or other property in connection with Holdings. The Company has not presented separate consolidating financial statements of XpresSpa Group, Inc., Holdings and Holdings wholly owned subsidiaries as each entity has guaranteed the B3D Note, so each entity is responsible for the payment.

Convertible Notes

5% Secured Convertible Notes

On May 15, 2018, in a private placement offering, the Company issued (i) 5% Secured Convertible Notes ( the “5% Secured Convertible Notes”) convertible into Common Stock at $12.40 per share, originally due November 2019, (ii) May 2018 Class A Warrants to purchase 357,863 shares of Common Stock and (iii) May 2018 Class B Warrants to purchase 178,932 shares of Common Stock. The May 2018 Class A and May 2018 Class B Warrants were originally convertible into Common Stock at $12.40 per share. The Company received aggregate proceeds of $4,438 from the May 2018 private placement. Debt issuance costs that had been capitalized related to the 5% Secured Convertible Notes, were being amortized on a straight-line basis over their remaining term of the 5% Secured Convertible Notes. The Company did not record amortization expense of the debt issuance costs related to the 5% Secured Convertible Notes after June 30, 2019 as the notes were converted into Common Stock on June 27, 2019. The balance of debt issuance costs of $135 was written off in June 2019 and was included in "Interest expense" in the consolidated condensed financial statements for the nine months ended September 30, 2019.

During the second quarter of 2019, the Company failed to make minimum monthly payments as required pursuant to the 5% Secured Convertible Notes, which failure constituted an event of default. Pursuant to the terms of the 5% Secured Convertible Notes, upon an event of default, an investor may elect to accelerate payment of the outstanding principal amount of such investor’s 5% Secured Convertible Notes, liquidated damages and other amounts owing in respect thereof through the date of acceleration, which amounts become immediately due and payable in cash. No investor provided notice to the Company electing to exercise its right to accelerate payment.

On June 27, 2019, the Company entered into the Third Amendment Agreement to the 5% Secured Convertible Notes (the “Third Amendment”) whereby the holders of the 5% Convertible Notes agreed to convert their notes then held into Common Stock. The Third Amendment reduced the conversion price of the 5% Convertible Notes to Common Stock from $12.40 per share to $2.48 per share. As a result of the reduction in the conversion price, the Company recorded debt conversion expense of $1,547 to account for the additional consideration paid over what was agreed to in the original 5% Secured Convertible Notes agreement. The expense is reflected in “Other non-operating income (expense), net” in the consolidated condensed statement of operations and comprehensive loss. The 5% Secured Convertible Notes holders converted their remaining outstanding principal balances plus accrued interest into 586,389 shares of Common Stock and 356,772 Class A Warrants (the “June 2019 Class A Warrants”). The June 2019 Class A Warrants had an exercise price of $0.01 and are otherwise identical in form and substance to the Company's existing May 2018 Class A Warrants.

The Company had an independent third party perform an appraisal of the June 2019 Class A Warrants as of June 30, 2019. The June 2019 Class A Warrants were assigned an appraised value of $689. The value of these warrants was recorded as a derivative liability on the consolidated balance sheet and will be marked to market at the end of each reporting period. The expense of $689 is included in “Other non-operating income (expense), net” in the consolidated condensed statements of operations and comprehensive loss in the second quarter of 2019 and is included in our current period year to date results.

The June 2019 Class A Warrants were converted into 354,502 shares of Common Stock in July 2019.

Calm Note

The Calm Note is an unsecured subordinated obligation of the Company. The Calm Note will mature on May 31, 2022, and bears interest at a rate of 5% per annum, subject to increase in the event of default. The Calm Note is convertible at any time, in whole or in part, at the option of Calm into shares of Series E Preferred Stock at a conversion price equal to $3.10 per share. Interest on the Calm Note is payable in arrears and may be paid in cash, shares of Series E Preferred Stock or a combination thereof.

The Company engaged an independent third party to assess the fair value of each of the derivative instruments included in the Calm Note. The results of the appraisal were that the conversion feature and the Calm Warrants should be bifurcated, and both treated as derivative liabilities. A fair value of $351 was assigned to the conversion option, a fair value of $1,018 was assigned to the Calm Warrants and the Calm Note was assigned a fair value of $1,131 as of July 8, 2019. The conversion option and the Calm Warrants were marked to market as of September 30, 2019 and, as a result, the Company recorded a revaluation gain of approximately $185 that is included in "Other income (expense), net" in the consolidated condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2019.

The Company capitalized approximately $220 of costs related to the issuance of the Calm Note and recorded amortization expense of approximately $19 from the date the debt was issued on July 8, 2019 through September 30, 2019. The net balance of the deferred issuance costs is $201 as of September 30, 2019 and is presented as a reduction of the Calm Note balance in the Company's consolidated condensed balance sheet. Amortization expense is included in "Interest expense" in the Company's consolidated condensed statements of operations and comprehensive loss for the three- and nine-month periods ended September 30, 2019. During the three and nine months ended September 30, 2019, the Company recorded $116 of accretion expense that increased the carrying value of the Calm Note.

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2019
Stockholders' Equity
Stockholders' Equity	Note 10. Stockholders' Equity Series D Convertible Preferred Stock Amendment and December 2016 Warrant Amendment On July 8, 2019, the Company filed the Series D COD Amendment with the State of Delaware to reduce the conversion price of Series D Convertible Preferred Stock to Common Stock to $2.00 and to then provide for automatic conversion of the Series D Convertible Preferred Stock into shares of Common Stock. When a reporting entity changes the terms of its preferred stock it must assess whether the changes should be accounted for as either a modification or extinguishment. The Company engaged an independent third party to perform an appraisal to determine the fair value of the Series D Preferred Stock before and after the changes were made. The results of the fair value assessment indicated that the fair values before and after the change in the provisions and characteristics of the Series D Preferred Shares were not substantially different (in practice, substantially different has been interpreted to be greater than ten percent). Therefore, the Company did not record an adjustment to the Series D Preferred Stock. Also, on July 8, 2019, the Company entered into an amendment to the December 2016 Warrants to provide for (i) a reduction in the exercise price into Common Stock to $2.00, (ii) certain anti-dilution price protection and (iii) a voluntary reduction at a future date of the exercise price by the Company in its discretion. Series E Convertible Preferred Stock On July 8, 2019, the Company filed the Series E COD Amendment with the State of Delaware to (i) increase the number of authorized shares of Series E Preferred Stock to 2,397,060 and (ii) reduce the conversion price to $2.00. The Series E COD Amendment was approved by the Board of Directors of the Company and the Company obtained shareholder approval of the Series E COD Amendment on October 2, 2019. When a reporting entity changes the terms of its outstanding preferred stock it must assess whether the changes should be accounted for as either a modification or an extinguishment. The Company engaged an independent third party to perform an appraisal to determine the fair value of the Series E Preferred Stock before and after the changes were made. The results of the fair value assessment indicated that the fair values before and after the change in the provisions and characteristics of the Series E Preferred Stock were not substantially different (in practice, substantially different has been interpreted to be greater than ten percent). Therefore, the Company did not record an adjustment to the Series E Preferred Stock. Series F Convertible Preferred Stock In connection with the May 2018 SPA Amendment, the Company issued 8,996 shares of Series F Convertible Preferred Stock to the parties to the May 2018 SPA Amendment. The Company engaged an independent third party to perform an appraisal to determine the fair value of the Series F Preferred Stock. The Series F Preferred Stock has a par value of $0.01 per share and a stated value of $100 per share. The Series F Preferred Stock was appraised at a fair value of $1,254, which was recorded as a charge to “Other income (expense), net” in the Company's consolidated condensed financial statements for the three and nine months ended September 30, 2019. Reverse Stock Split On February 22, 2019, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of the Company’s shares of Common Stock. Such amendment and ratio were previously approved by the Company’s stockholders and Board of Directors. As a result of the reverse stock split, every twenty (20) shares of the Company’s pre-reverse split Common Stock were combined and reclassified into one (1) share of Common Stock. Proportionate voting rights and other rights of common stockholders were affected by the reverse stock split. Stockholders who would have otherwise held a fractional share of Common Stock received payment in cash in lieu of any such resulting fractional shares of Common Stock as the post-reverse split amounts of Common Stock were rounded down to the nearest full share. No fractional shares were issued in connection with the reverse stock split.

Derivative Liabilities and Fair Value Measurements

9 Months Ended

Sep. 30, 2019

Derivative Liabilities and Fair Value Measurements

Derivative Liabilities and Fair Value Measurements

Note 11. Derivative Liabilities and Fair Value Measurements

Fair value measurements are determined based on assumptions that a market participant would use in pricing an asset or a liability. A three-tiered hierarchy distinguishes between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require us to use present value and other valuation techniques in the determination of fair value (Level 3).

The Company’s financial instruments as of September 30, 2019 and December 31, 2018 consisted of cash and cash equivalents, trade receivables, retail inventory, accounts payable, accrued expenses and other current liabilities. The carrying amounts of all the aforementioned financial instruments approximate fair value because of the short-term nature of these instruments.

Derivative Liabilities

In connection with the Calm Private Placement, the Company granted warrants to purchase 937,500 shares of the Company's Common Stock, at an exercise price of $2.00 per share.

The Calm Warrants issued in connection with the Calm Private Placement entitle Calm to purchase an aggregate of 937,500 shares of Common Stock. The Calm Warrants are exercisable beginning six months from the date of issuance, have a term of five years and can be exercised for shares of Common Stock at an exercise price of $2.00 per share.

At September 30, 2019, the Company had outstanding its May 2018 Class A Warrants and the Calm Warrants which are classified as liabilities and are included in "Derivative liabilities" on the consolidated condensed balance sheet. Both the May 2018 Class A Warrants and the Calm Warrants were fair valued as of September 30, 2019 and market to market as of that date (see Note 9. Long-term Notes and Convertible Notes for further discussion).

The May 2018 Class B Warrants were cancelled in July 2019. Holders of these warrants were granted Class A Warrants and shares of the Company's Series F Preferred Stock (see Note 10. “Stockholders' Equity” for further discussion regarding the Series F Preferred Stock).

The fair value of the conversion options related to the issuance of the B3D Note of $2,295 and the Calm Note of $324 are included in "Derivative liabilities" on the consolidated condensed balance sheet as of September 30, 2019.

The following table presents the placement in the fair value hierarchy of the Company’s derivative liabilities measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018:


			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
September 30, 2019:

May 2018 Class A Warrants	$	2,609	$	—	$	—	$	2,609
B3D conversion option		2,295		—		—		2,295
Calm Warrants		860		—		—		860
Calm conversion option		324		—		—		324
Total	$	6,088	$	—	$	—	$	6,088

December 31, 2018:
May 2018 Class A Warrants	$	476	$	—	$	—	$	476
May 2018 Class B Warrants		—		—		—		—
Total	$	476	$	—	$	—	$	476

The Company measures its derivative liabilities at fair value. The derivative liabilities were classified within Level 3 because they were valued using the Monte-Carlo model, which utilizes significant inputs that are unobservable in the market. These derivative liabilities were initially measured at fair value and are marked to market at each balance sheet date. The derivative liabilities are recorded shown as “Derivative liabilities” in the consolidated condensed balance sheets and the revaluation of the derivative liabilities is included in “Other non-operating income (expense), net” in the consolidated condensed statements of operations and comprehensive loss.

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 nine months ended September 30, 2019:


December 31, 2018	$	476
Fair value ascribed to embedded derivative conversion options and warrants		4,143
Issuance of June 2019 Class A Warrants		689
Conversion of June 2019 Class A Warrants into Common Stock		(689)
Revaluation of derivative conversion options and warrants at September 30, 2019		1,469
September 30, 2019	$	6,088

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.

September 30, 2019:


Description	Valuation technique	Unobservable inputs	Range
Calm Warrants	Monte Carlo Model	Volatility	67.1	%
		Risk-free interest rate	1.60	%
		Expected term, in years	4.77
		Dividend yield	0.00	%

Calm conversion option	Monte Carlo Model	Volatility	67.2	%
		Risk-free interest rate	1.63	%
		Expected term, in years	2.67
		Dividend yield	0.00	%

B3D conversion option	Monte Carlo Model	Volatility	67.6	%
		Risk-free interest rate	1.73	%
		Expected term, in years	1.67
		Dividend yield	0.00	%

May 2018 Class A Warrants	Monte Carlo Model	Volatility	42.5	%
		Risk-free interest rate	1.60	%
		Expected term, in years	3.63
		Dividend yield	0.00	%

December 31, 2018:


Description	Valuation technique	Unobservable inputs	Range
Class A Warrants	Monte Carlo Model	Volatility	70.61	%
		Risk-free interest rate	2.53	%
		Expected term, in years	4.38
		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 liabilities were the current market price of the Company’s Common Stock, the exercise price of the derivative of the conversion options and the warrants, 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 liabilities would each result in a directionally similar change in their estimated fair values Such changes would increase the associated liabilities while decreases in these assumptions would decrease the associated liabilities. An increase in the risk-free interest rate or a decrease in the differential between the derivative 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 declared, 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 liabilities due to the dividend assumption.

Stock-based Compensation	9 Months Ended
Stock-based Compensation	Sep. 30, 2019
Stock-based Compensation
Stock-based Compensation	Note 12. Stock-based Compensation The Company has a stock-based compensation plan available to grant stock options and RSUs to the Company’s directors, employees and consultants. Under the 2012 Employee, Director and Consultant Equity Incentive Plan (the “Plan”)a maximum of 355,000 shares of Common Stock may be awarded. In February 2019, the Company granted a total of 32,500 stock options to members of its Board of Directors and 75,000 stock options to the Company's newly elected Chief Executive Officer at an exercise price of $4.20 per share. The options vest over a period of one year. The Company also granted 37,500 RSUs to its newly elected Chief Executive Officer at an exercise price of $4.20 per share. Total stock-based compensation expense for the three and nine months ended September 30, 2019 was $35 and $266, respectively, and for the three and nine months ended September 30, 2018, stock-based compensation expense was $194 and $570, respectively.

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2019
Related Party Transactions
Related Party Transactions	Note 13. Related Party Transactions On April 14, 2018, the Company entered into a consulting agreement with an employee of Mistral Equity Partners, which is a significant shareholder of the Company and whose Chief Executive Officer is a member of the Board of Directors of the Company, to consult on certain business-related matters. The total consideration was $10 per month through April 30, 2019, when it was terminated. The Company recorded consulting expense of $40 up through the termination date of the agreement.

Discontinued Operations

9 Months Ended

Sep. 30, 2019

Discontinued Operations

Discontinued Operations

Note 14. Discontinued Operations

FLI Charge

On October 20, 2017 (the “Closing Date”), the Company sold FLI Charge, a wholly owned subsidiary included in its discontinued technology operating segment, to a group of private investors and FLI Charge management. As part of the sale, the Company received a perpetual royalty agreement (the “Royalty Agreement”).

The Company also received a warrant exercisable in shares of FLI Charge or an affiliate of FLI Charge upon an initial public offering or certain defined events in connection with a change of control. The warrant has a five-year life and is based on a valuation of the lesser of $30,000 or the financing valuation of FLI Charge preceding the initial public offering or certain defined events.

In June 2019, the Company received a buyout from the Royalty Agreement and warrants in the amount of $1,100. This is reflected in “Other” revenue on the consolidated condensed statement of operations and comprehensive loss.

Group Mobile

On March 7, 2018, the Company entered into a membership purchase agreement (the “Purchase Agreement”) with Route1 Security Corporation, a Delaware corporation (the “Buyer”), and Route1 Inc., an Ontario corporation (“Route1”), pursuant to which the Buyer agreed to acquire Group Mobile, a wholly-owned subsidiary included in the Company's discontinued technology operating segment, (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 common stock of Route1 (“Route1 Common Stock”);

warrants to purchase 30,000,000 shares of Route1 Common Stock, which had an exercise price of CAD 5 cents per share of Route 1 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.

Post-closing, the Company owned approximately 6.7% of Route1 common stock. The Route1 common stock is not tradable until a date no earlier than 12 months after the Closing Date; 50%, or 12,500,000 shares of Route1 common stock are tradeable after 12 months plus an additional 2,083,333 shares of Route1 common stock are tradeable each month until 18 months after the Closing Date, subject to a change of control provision. The Company has the ability to sell the Route1 common stock and warrants to qualified institutional investors. The Group Mobile Purchase Agreement also contains representations, warranties, and covenants customary for transactions of this type.

The total consideration of the Disposition was recognized as a cost method investment and, as such, was measured at cost on the date of acquisition, which, as of the Closing Date, approximated fair value. The fair value of the total consideration as of the Closing Date was determined to be $1,625, which was less than the carrying value of the asset. This resulted in a loss on disposal which is included in consolidated net loss from discontinued operations in the consolidated condensed statement of operations and comprehensive loss that was recorded in the nine-month period ended September 30, 2018 of $1,115.

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 calculated 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.

Due to the underperformance of operating results by Group Mobile in the first period for which results were required to be reported to the Company, we determined that the asset was impaired as of June 30, 2019 and recorded an impairment charge of $1,141, which is included in “Other non-operating income (expense), net” on the consolidated condensed statement of operations and comprehensive loss for the nine months ended September 30, 2019 (See Note 6. “Other Assets”).

Operating Results of Discontinued Operations

The following table presents the components of the consolidated net loss from discontinued operations, as presented in the consolidated condensed statements of operations and comprehensive loss for the nine-month period ended September 30, 2018:


	Nine months
	ended
	September 30, 2018
Revenue	$	2,834
Cost of sales		(2,305)
Depreciation and amortization		(131)
General and administrative		(1,190)
Loss on disposal		(301)
Non-operating income (expense), net		(22)
Loss from discontinued operations	$	(1,115)

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2019
Income Taxes
Income Taxes	Note 15. 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 nine-month period ended September 30, 2019 reflect an estimated global annual effective tax benefit at the rate of approximately 1%. As of September 30, 2019, 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. The Company recorded an income tax benefit during the three and nine months ended September 30, 2019, which is comprised primarily of the release of a liability for an uncertain tax position for which the statute of limitations expired in the third quarter of 2019 of $132, partially offset by earnings generated by foreign subsidiaries. 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. The Company has an immaterial amount of remaining liabilities for uncertain tax positions and does not expect to record any additional material provisions for unrecognized tax benefits in the next year.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2019
Commitments and Contingencies
Commitments and Contingencies	Note 16. Commitments and Contingencies Litigation and legal proceedings Certain of the Company’s outstanding legal matters include speculative claims for substantial or indeterminate amounts of damages. The Company regularly evaluates developments in its legal matters that could affect the amount of any potential liability and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being any potential liability and the estimated amount of a loss related to the Company’s legal matters. With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company’s management believes that the amount or range of a potential loss will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Company evaluated the outstanding legal matters and assessed the probability and likelihood of the occurrence of liability. Based on management’s estimates, the Company has reserved $290 as of September 30, 2019 and December 31, 2018, which is included in “Accounts payable, accrued expenses and other current liabilities” in the consolidated condensed balance sheets. The Company expenses legal fees in the period in which they are incurred. Cordial Effective October 2014, XpresSpa terminated its former Airport Concession Disadvantaged Business Enterprise (“ACDBE”) partner, Cordial Endeavor Concessions of Atlanta, LLC (“Cordial”), in several store locations at Hartsfield-Jackson Atlanta International Airport. Cordial filed a series of complaints with the City of Atlanta, both before and after the termination, in which Cordial alleged, among other things, that the termination was not valid and that XpresSpa unlawfully retaliated against Cordial when Cordial raised concerns about the joint venture. In response to the numerous complaints it received from Cordial, the City of Atlanta required the parties to engage in two mediations. After the termination of the relationship with Cordial, XpresSpa sought to substitute two new ACDBE partners in place of Cordial. In April 2015, Cordial filed a complaint with the United States Federal Aviation Administration (“FAA”), which oversees the City of Atlanta with regard to airport ACDBE programs, and, in December 2015, the FAA instructed that the City of Atlanta review XpresSpa’s request to substitute new partners in lieu of Cordial and Cordial’s claims of retaliation. In response to the FAA instruction, pursuant to a corrective action plan approved by the FAA, the City of Atlanta held a hearing in February 2016 and ruled in favor of XpresSpa such substitution and claims of retaliation. Cordial submitted a further complaint to the FAA claiming that the City of Atlanta was biased against Cordial and that the City of Atlanta’s decision was wrong. In August 2016, the parties met with the FAA. On October 4, 2016, the FAA sent a letter to the City of Atlanta directing that the City of Atlanta retract previous findings on Cordial’s allegations and engage an independent third party to investigate issues previously decided by Atlanta. The FAA also directed that the City of Atlanta determine monies potentially due to Cordial. On January 3, 2017, XpresSpa filed a lawsuit in the Supreme Court of the State of New York, County of New York, against Cordial and several related parties. The lawsuit alleges breach of contract, unjust enrichment, breach of fiduciary duty, fraudulent inducement, fraudulent concealment, tortious interference, and breach of good faith and fair dealing. XpresSpa is seeking damages, declaratory judgment, rescission/termination of certain agreements, disgorgement of revenue, fees and costs, and various other relief. On February 21, 2017, the defendants filed a motion to dismiss. On March 3, 2017, XpresSpa filed a first amended complaint against the defendants. On April 5, 2017, Cordial filed a motion to dismiss. On September 12, 2017, the Court held a hearing on the motion to dismiss. On November 2, 2017, the Court granted the motion to dismiss which was entered on November 13, 2017. On December 22, 2017, XpresSpa filed a notice of appeal, and on September 24, 2018, XpresSpa perfected its appellate rights and submitted a brief to the Supreme Court of New York, First Department appellate court. Oral arguments on the appeal are expected to take place in early 2019. Oral argument on the appeal went forward on March 20, 2019, and the Company expects the court to rule on the appeal in the coming months. On March 30, 2018, Cordial filed a lawsuit against XpresSpa, a subsidiary of XpresSpa, and several additional parties in the Superior Court of Fulton County, Georgia, alleging the violation of Cordial’s civil rights, tortious interference, breach of fiduciary duty, civil conspiracy, conversion, retaliation, and unjust enrichment. Cordial has threated to seek punitive damages, attorneys’ fees and litigation expenses, accounting, indemnification, and declaratory judgment as to the status of the membership interests of XpresSpa and Cordial in the joint venture and Cordial’s right to profit distributions and management fees from the joint venture. On May 3, 2018, the Court issued an order extending the time for the defendants to respond to Cordial’s lawsuit until June 25, 2018. On May 4, 2018, the defendants moved the lawsuit to the United States District Court for the Northern District of Georgia. On June 5, 2018, the Court granted an extension of time for the defendants’ response until August 17, 2018. On August 9, 2018, the Court granted an additional extension of time for the defendants’ response until September 7, 2018, and thereafter provided another extension pending the Court’s consideration of XpresSpa’s Motion to Stay all action in the Georgia lawsuit, pending resolution of the New York lawsuit and the FAA action. On October 29, 2018, XpresSpa’s Motion to Stay was denied. Prior to resolution of the Motion to Stay, Cordial filed a Motion for Temporary Restraining Order (“TRO Motion”), seeking to enjoin the defendants and specifically XpresSpa, from, among other things, distributing any cash flow, net profits, or management fees, or otherwise expending resources beyond necessary operating expenses. XpresSpa filed an opposition and, in a decision entered December 26, 2018, the Court denied Cordial’s TRO Motion entirely. Defendants filed a Motion to Dismiss the Complaint in its entirety on November 20, 2018, which is pending decision by the Court. A Director's Determination was issued by the FAA in connection with the Part 16 Complaint ("Part 16 Proceeding") filed by Cordial against the City of Atlanta ("City") in 2017 ("Director's Determination"). The Company and Cordial were not parties to the FAA action, and had no opportunity to present evidence or otherwise be heard in such action. The Director's Determination concluded that the City was not in compliance with certain Federal obligations concerning the federal government's ACDBE program, including relating to the City's oversight of the Joint Venture Operating Agreement between Clients and Cordial, Cordial's termination, and Cordial's retaliation and harassment claims, and the City was ordered to achieve compliance in accordance with the Director's Determination. The Director's Determination does not constitute a Final Agency Decision and it is not subject to judicial review, pursuant to 14 CFR § 16.247(b)(2). Because the Company is not a party to the Part 16 Proceeding, the Company would not be considered "a party adversely affected by the Director's Determination" with a right of appeal to the FAA Assistant Administrator for Civil Rights. On August 7, 2019, the Company filed a response, advising the U.S. District Court that: (i) the Company is not party to the FAA proceeding and therefore had no opportunity to present evidence or otherwise be heard in such action; (ii) as non-party, the Company is not bound by the Director's Determination; and (iii) the FAA cannot dictate the interpretation or enforceability of the contract between Cordial and the Company, which is the subject of the U.S. District Court action initiated by Cordial and the New York State Court action initiated by the Company. The Company has been involved in settlement negotiations seeking to resolve all pending matters, and those negotiations are continuing. 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 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 submitted such information to the Court on May 18, 2018 and are awaiting the Court’s ruling on the open issues. On August 21, 2019, the Court issued an Order denying the parties' motion for preliminary approval of the revised settlement, as the Court still had concerns about several of the settlement terms. The Court set a deadline of September 19, 2019 for the parties to submit a revised proposal. The time to submit a revised settlement agreement for the Chen case has been further extended to November 7, 2019. 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 FORM Holdings Corp. (“FORM) and its directors in the United States District Court for the Southern District of New York. The lawsuit alleged violations of various sections of the Securities Exchange Act of 1934 (“Exchange Act”), material omissions and misrepresentations (negligent and fraudulent), fraudulent omission, expropriation, breach of fiduciary duties, aiding and abetting, and unjust enrichment in the defendants’ conduct related to the Company’s acquisition of XpresSpa, and sought rescission of the transaction, damages, equitable and injunctive relief, fees and costs, and various other relief. On January 17, 2018, the defendants filed a motion to dismiss the complaint. On February 7, 2018, the plaintiffs amended their complaint. On February 28, 2018, the defendants filed a motion to dismiss the amended complaint. By March 30, 2018, the motion to dismiss was fully briefed. On August 7, 2018, the Court ruled on the defendants’ motion, dismissing eight of the plaintiffs’ ten claims and denying the defendants’ motion to dismiss with respect to the two remaining claims, related to the Exchange Act. On October 30, 2018, the Court ordered that the plaintiffs could file an amended complaint, and, in response, the defendants could move for summary judgment. Consistent with the Court’s Order, on November 16, 2018, the plaintiffs filed a second amended complaint, modifying their allegations, and asserting claims pursuant to the Exchange Act and the Securities Act of 1933, as well as bringing a breach of contract claim. On December 17, 2018, the defendants filed a motion for summary judgment seeking dismissal of all claims. On February 1, 2019, the plaintiffs opposed defendant’s motion, requested discovery and cross-moved for partial summary judgement filed an opposition to defendants’ motion and a counter motion for partial summary judgment. Defendants’ summary judgement motion and plaintiff’s cross-motion for partial summary judgment were fully briefed as of March 15, 2019. On April 29, 2019, an emergency hearing was held before the Court in which the plaintiff sought a temporary restraining order and preliminary injunction to preclude acceleration of the maturity on the Senior Secured Note. The Court entered a temporary restraining order, while allowing parties the opportunity to brief the issue. On May 21, 2019, the Court granted the defendant’s motion for summary judgement in full, dismissing all claims in the action. On July 3, 2019, the plaintiffs filed a notice of appeal in the United States Court of Appeals for the second circuit. The Company and its directors continue to believe that this action is without merit and intend to defend the appeal vigorously. On July 1, 2019, the Court held oral argument on Binn’s motion for preliminary injunction. After hearing argument by both sides, the Court deferred action and ordered that the temporary restraining order remain in place. On July 23, 2019, the Court denied the plaintiffs' request for a preliminary injunction and vacated the temporary restraining order. Kainz v. FORM Holdings Corp. et al. On March 20, 2019, a second suit was commenced in the United States District Court for the Southern District of New York against FORM, seven of its directors and former directors, as well as a managing director of Mistral Equity Partners (“Mistral”). The individual plaintiff, a shareholder of XpresSpa Holdings, LLC at the time of the merger in December 2016, alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false statements concerning, inter alia, the merger and the independence of FORM’s board of directors, violated Section 12(2) of the Securities Act of 1933, breached the merger agreement by making false and misleading statements concerning the merger and fraudulently induced the plaintiff into signing the joinder agreement related to the merger. On May 8, 2019, the Company and its directors and the managing director of Mistral filed a motion to dismiss the complaint. On June 5, 2019, plaintiffs opposed the motion and filed a cross-motion for a partial stay. Defendants’ motion to dismiss was fully briefed as of June 19, 2019. On November 13, 2019, the matter was dismissed in its entirety. Plaintiff has 30 days to file a notice of appeal. Binn, et al. v. Bernstein et al. On June 3, 2019, a third suit was commenced in the United States District Court for the Southern District of New York against FORM, five of its directors, as well as Rockmore, the Company’s previous senior secured lender and a senior executive of the lender. Although this action is brought by Morton Binn and Marisol F, LLC, it is asserted derivatively on behalf of the Company. Plaintiffs assert eight causes of action, including that certain individual defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, by making false statements concerning, inter alia, the merger and the independence of FORM’s board of directors and the valuation of the Company’s lease portfolio. Plaintiffs also assert common law claims for breach of fiduciary duty, corporate waste, unjust enrichment, faithless servant doctrine, and aiding and abetting certain of the directors’ alleged breaches of fiduciary duty. The Company and its directors believe that this action is without merit and intend to file a motion to dismiss and defend the action vigorously. The defendants filed a motion to dismiss on October 23, 2019. The plaintiffs' opposition brief is due December 6, 2019. Route1 On or about May 23, 2018, Route1 Inc., Route1 Security Corporation (together, “Route1”) and Group Mobile Int’l, LLC (“Group Mobile”) commenced a legal proceeding against the Company in the Ontario Superior Court of Justice. Route1 and Group Mobile seek damages in relation to alleged breaches of a Membership Purchase Agreement entered into between Route1 and the Company on or about March 7, 2018, pursuant to which Route1 acquired the Company’s 100% membership interest in Group Mobile. All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Plaintiffs allege that the Company: (i) failed to ensure all Tax Returns were true, correct and compliant in all respects and that all Taxes had been paid in full; (ii) failed to ensure that all inventory of Group Mobile had been priced in accordance with GAAP and consisted of a quality and quantity that was materially usable and salable in the Ordinary Course of Business; (iii) failed to ensure that Group Mobile’s Most Recent Balance Sheet was materially complete and correct and prepared in accordance with GAAP; (iv) failed to record all liabilities on Group Mobile’s Most Recent Balance Sheet; and (v) failed to deliver the agreed upon amount of Net Working Capital, and/or pay the Shortfall, to Route1. The litigation is at an early stage, and it is not yet possible to assess the likelihood of success and/or liability. Rodger Jenkins v. XpresSpa Group, Inc. In March 2019, Rodger Jenkins filed a lawsuit against the Company in the United States District Court for the Southern District of New York. The lawsuit alleges breach of contract of the stock purchase agreement related to the Company’s acquisition of Excalibur Integrated Systems, Inc. and seeks specific performance, compensatory damages and other fees, expenses and costs. The Company has denied the material allegations of the complaint and is currently defending the action. At this stage, we are unable to predict the outcome of this litigation. Intellectual Property and Other Matters The Company is engaged in litigation related to certain of the intellectual property that it owns, for which no liability is recorded, as the Company does not expect a material negative outcome. In addition to those matters specifically set forth herein, the Company and its subsidiaries are involved in various other claims and legal actions that arise in the ordinary course of business. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s financial position, results of operations, liquidity, or capital resources. However, a significant increase in the number of these claims, or one or more successful claims under which the Company incurs greater liabilities than the Company currently anticipates, could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. In the event that an action is brought against the Company or one of its subsidiaries, the Company will investigate the allegation and vigorously defend itself.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2019
Subsequent Events
Subsequent Events	Note 17. Subsequent Events Upon the approval by the Company's shareholders on October 2, 2019, on October 3,2019 all issued and outstanding shares of the Company's Series D Preferred Stock were converted into shares of the Company's Common Stock pursuant to Section 6.3.4 of the Certificate of Designation of Preferences, Rights and Limitations of the Series D Preferred Stock, as amended on July 8, 2019, except to the extent that any holder of Series D Preferred Stock would otherwise beneficially own in excess any beneficial ownership limitation applicable to such holder after giving effect to the conversion, in which case such holder's Series D Preferred Stock converted automatically into warrants to purchase the number of shares of the Company's Common Stock equal to the number of shares of Common Stock into which the holder's Series D Preferred Stock would otherwise have converted. On October 28, 2019, the Company entered into a Consent Agreement (the "Consent Agreement”) between Holdings and B3D. The Consent Agreement was entered into in order to postpone the interest payment on its B3D Note of $107, which was due on various dates through December 3, 2019 so that the Company can make the payment in registered, unrestricted shares of its Common stock. On October 1, 2019, the Company entered into Amendment No. 3 to the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company (formerly known as FORM Holdings Corp.), Holdings and Mistral XH Representative, LLC, as representative of the unitholders of Holdings, dated as of August 8, 2016, as subsequently amended. The amendment to the Merger Agreement provided, among other things, for the release from escrow of (i) certain shares of the Company’s Series D Preferred Stock to the unitholders of Holdings and (ii) certain shares of Series D Preferred Stock to the Company in satisfaction of certain indemnification claims in connection with the Merger Agreement.

Accounting and Reporting Policies (Policies)	9 Months Ended
Accounting and Reporting Policies (Policies)	Sep. 30, 2019
Accounting and Reporting Policies
Right of use asset and lease liability	(a) Right of use asset and lease liability The right of use asset on our consolidated condensed balance sheet represents a lessee’s right to use an asset over the life of a lease. The asset is calculated as the initial amount of the lease liability, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received. The amortization period for the right of use asset is from the lease commencement date to the earlier of the end of the lease term or the end of the useful life of the asset. The addition of these items on the balance sheet is in accordance with new lease accounting standard Topic 842-Leases issued by the FASB. 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.
Revenue recognition	(b) Revenue recognition The Company recognizes revenue from the sale of XpresSpa products at the time the goods are purchased at our stores or online (usually by credit card) and services when they are rendered at our stores, net of discounts and applicable sales taxes. Revenues from the XpresSpa wholesale and e-commerce businesses are recorded at the time goods are shipped. Accordingly, the Company recognizes revenue for its single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. The Company excludes all sales taxes assessed to its customers. Sales taxes assessed on revenues are included in accounts payable, accrued expenses and other current liabilities in the consolidated condensed balance sheets until remitted to the respective 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.
Recently Adopted Accounting Pronouncements Policy	(c) Recently adopted accounting pronouncements ASU No. 2016‑02, Leases (Topic 842), as amended This standard and its amendments provide new guidance related to accounting for leases and supersedes GAAP on lease accounting with the intent to increase transparency. This standard requires operating leases to be recorded on the balance sheet as assets and liabilities and requires disclosure of key information about leasing arrangements. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations and comprehensive loss. On January 1, 2019, the Company adopted ASU 2016-02 on a prospective basis, beginning on January 1, 2019 using the optional transition method. The Company applied the transition options permitted by ASU 2018‑11 and elected the package of practical expedients to alleviate certain operational and reporting complexities related to the adoption, one of which was not to recognize a right of use asset or lease liability for leases with a term of twelve months or less. See Note 8. "Leases" for further discussion. The Company recorded right of use assets and lease liabilities for its operating leases of $9,565 upon adoption of ASU 2016‑02. 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 U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recorded. The new standard is effective for the fiscal year beginning after December 15, 2018. The Company adopted this standard on January 1, 2019. Adoption of this standard did not have a material impact on the Company's consolidated condensed financial statements.
Recently issued accounting pronouncements	(d) Recently issued accounting pronouncements ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses to be incurred over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. The new standard is effective for the fiscal year beginning after December 15, 2019, with early adoption permitted. Based upon the outstanding balance of the Company’s trade receivables and its positive collection history, the Company’s management does not believe that the adoption of this standard will have a material impact on its consolidated financial position and results of operations. ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement This amendment provides updates to the disclosure requirements on fair value measures in Topic 820 which includes the changes in unrealized gains and losses in other comprehensive income for recurring Level 3 fair value measurements, the option of additional quantitative information surrounding unobservable inputs and the elimination of disclosures around the valuation processes for Level 3 measurements. The new standard is effective for the fiscal year beginning after December 15, 2019. The Company’s management does not believe that the adoption of this standard will have a material impact on its consolidated financial position and results of results of operations.
Presentation	(e) Presentation Certain items in the 2018 financial statements have been reclassified to conform to the presentation in the 2019 financial statements. Such reclassifications did not have a material impact on the presentation of the overall financial statements.

Potentially Dilutive Securities (Tables)

9 Months Ended

Sep. 30, 2019

Potentially Dilutive Securities

Schedule of calculation of diluted net loss potentially dilutive securities


	As of September 30,
	2019		2018
Both vested and unvested options to purchase an equal number of shares of Common Stock of the Company		178,229		114,250
Unvested RSUs to issue an equal number of shares of Common Stock of the Company		37,500		22,750
Warrants to purchase an equal number of shares of Common Stock of the Company		1,462,224		703,670
Preferred stock on an as converted basis		862,035		163,216
Convertible notes on an as converted basis		—		217,500
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders		2,539,988		1,221,386

Cash, Cash Equivalents, and Restricted Cash (Tables)

9 Months Ended

Sep. 30, 2019

Cash, Cash Equivalents, and Restricted Cash

Schedule of cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash in the consolidated condensed balance sheets are comprised of the following as of September 30, 2019 and December 31, 2018:


	September 30, 2019		December 31, 2018
Cash denominated in United States dollars	$	480	$	2,000
Cash denominated in currency other than United States dollars		1,605		1,143
Restricted cash		451		487
Credit and debit card receivables		347		260
Total cash, cash equivalents, and restricted cash	$	2,883	$	3,890

Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2019

Other Current Assets

Schedule of other current assets

As of September 30, 2019, and December 31, 2018, the Company's other current assets were comprised of the following:


	September 30, 2019		December 31, 2018
Cash in escrow		254		—
Prepaid expenses		222		1,204
Other		214		370
Total other current assets	$	690	$	1,574

Other Assets (Tables)

9 Months Ended

Sep. 30, 2019

Other Assets

Schedule of other assets

Other assets in the consolidated condensed balance sheets are comprised of the following as of September 30, 2019 and December 31, 2018:


	September 30, 2019		December 31, 2018
Cost method investments	$	1,294	$	2,482
Lease deposits		894		894
Other		306		—
Total other assets	$	2,494	$	3,376

Intangible Assets and Goodwill (Tables)

9 Months Ended

Sep. 30, 2019

Intangible Assets and Goodwill

Schedule of company's intangible assets

The following table provides information regarding the Company’s intangible assets subject to amortization, which consist of the following:


	September 30, 2019						December 31, 2018
			Accumulated
	Gross		Amortization		Net		Gross		Accumulated		Net
	Carrying		and		Carrying		Carrying		Amortization		Carrying
	Amount		Impairment		Amount		Amount		and Impairment		Amount
Trade name	$	13,309	$	(6,149)	$	7,160	$	13,309	$	(4,485)	$	8,824
Customer relationships		312		(312)		—		312		(312)		—
Software		312		(114)		198		312		(69)		243
Patents		26,897		(26,897)		—		26,897		(26,797)		100
Total intangible assets	$	40,830	$	(33,472)	$	7,358	$	40,830	$	(31,663)	$	9,167

Schedule of estimated amortization expense

Based on the intangible assets balance as of September 30, 2019 the estimated amortization expense for the remainder of the calendar year and each of the succeeding calendar years is as follows:


Calendar Years ending December 31,	Amount
Remainder of 2019	$	463
2020		2,275
2021		2,275
2022		2,275
2023		70
Total	$	7,358

Leases (Tables)

9 Months Ended

Sep. 30, 2019

Leases

Schedule of company's operating lease liabilities

The following is a summary of the activity in the Company’s operating lease liabilities for the nine months ended September 30, 2019:


Operating lease liabilities, January 1, 2019	$	10,809
New leases entered		1,531
Termination of existing qualifying leases		(421)
Amortization of lease obligation		(2,101)
Operating lease liabilities, September 30, 2019	$	9,818

Schedule of future minimum commitments

As of September 30, 2019, operating leases contain the following future minimum commitments:


Calendar Years ending December 31,	Amount
Remainder of 2019	$	922
2020		3,441
2021		2,897
2022		2,196
2023		1,282
Thereafter		1,495
Total future lease payments		12,233
Less: interest expense at incremental borrowing rate		(2,415)
Net present value of lease liabilities	$	9,818

Schedule of other assumptions and pertinent information

Other assumptions and pertinent information related to the Company’s accounting for operating leases are:


Weighted average remaining lease term:		5.1	years
Weighted average discount rate used to determine present value of operating lease liability:		11.01	%
Cash paid for lease obligations during the nine months ended September 30, 2019:	$	2,827

Long-term Notes and Convertible Notes (Tables)

9 Months Ended

Sep. 30, 2019

Long-term Notes and Convertible Notes

Schedule of total debt

Total Debt as of September 30, 2019 and December 31, 2018 is comprised of the following:


	September 30, 2019		December 31, 2018
B3D Note, net of $2,847 in unamortized debt issuance costs and fair value adjustments as of September 30, 2019	$	4,153	$	6,500
5% Secured Convertible Notes, net		—		1,986
Calm Note, net of $1,454 in unamortized debt issuance costs and fair value adjustments		1,046		—
Total debt	$	5,199	$	8,486

Derivative Liabilities and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2019

Derivative Liabilities and Fair Value Measurements

Schedule of derivative liabilities measured at fair value on a recurring basis


			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
September 30, 2019:

May 2018 Class A Warrants	$	2,609	$	—	$	—	$	2,609
B3D conversion option		2,295		—		—		2,295
Calm Warrants		860		—		—		860
Calm conversion option		324		—		—		324
Total	$	6,088	$	—	$	—	$	6,088

December 31, 2018:
May 2018 Class A Warrants	$	476	$	—	$	—	$	476
May 2018 Class B Warrants		—		—		—		—
Total	$	476	$	—	$	—	$	476

Schedule of derivative warrant liabilities measured at fair value using Level 3


December 31, 2018	$	476
Fair value ascribed to embedded derivative conversion options and warrants		4,143
Issuance of June 2019 Class A Warrants		689
Conversion of June 2019 Class A Warrants into Common Stock		(689)
Revaluation of derivative conversion options and warrants at September 30, 2019		1,469
September 30, 2019	$	6,088

Schedule of fair value measurements of the derivative warrant liabilities based upon sensitivity and nature of inputs

September 30, 2019:


Description	Valuation technique	Unobservable inputs	Range
Calm Warrants	Monte Carlo Model	Volatility	67.1	%
		Risk-free interest rate	1.60	%
		Expected term, in years	4.77
		Dividend yield	0.00	%

Calm conversion option	Monte Carlo Model	Volatility	67.2	%
		Risk-free interest rate	1.63	%
		Expected term, in years	2.67
		Dividend yield	0.00	%

B3D conversion option	Monte Carlo Model	Volatility	67.6	%
		Risk-free interest rate	1.73	%
		Expected term, in years	1.67
		Dividend yield	0.00	%

May 2018 Class A Warrants	Monte Carlo Model	Volatility	42.5	%
		Risk-free interest rate	1.60	%
		Expected term, in years	3.63
		Dividend yield	0.00	%

December 31, 2018:


Description	Valuation technique	Unobservable inputs	Range
Class A Warrants	Monte Carlo Model	Volatility	70.61	%
		Risk-free interest rate	2.53	%
		Expected term, in years	4.38
		Dividend yield	0.00	%

Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2019

Discontinued Operations

Schedule of consolidated net loss from discontinued operations


	Nine months
	ended
	September 30, 2018
Revenue	$	2,834
Cost of sales		(2,305)
Depreciation and amortization		(131)
General and administrative		(1,190)
Loss on disposal		(301)
Non-operating income (expense), net		(22)
Loss from discontinued operations	$	(1,115)

- 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://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-SubTopic 10
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
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-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721671-107760

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

General (Details) - USD ($)					3 Months Ended	9 Months Ended		12 Months Ended
General (Details) - USD ($)	Aug. 22, 2019	Jul. 08, 2019	Feb. 08, 2019	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Jul. 07, 2019	Jun. 30, 2019	Jun. 27, 2019	May 15, 2018	Mar. 29, 2018	Jan. 02, 2018
Proceeds from Sale of Intangible Assets						$ 0	$ 250,000
Share price													$ 0.72	$ 1.36
Cash and Cash Equivalents, at Carrying Value					$ 2,432,000	2,432,000		$ 3,403,000
Assets, Current					3,976,000	3,976,000		5,759,000
Convertible Notes Payable, Current					0	0		1,986,000
Defined Benefit Plan, Cost of Providing Special and Contractual Termination Benefits			$ 375,000
Net Cash Provided by (Used in) Operating Activities, Continuing Operations						(782,000)	$ (6,129,000)
Liabilities, Current					7,761,000	7,761,000		16,658,000
Working Capital Deficiency						$ 3,785,000		$ 10,899,000
Goodwill, Impairment Loss				$ 19,630
Goodwill Fair value				$ 0
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants					$ 1,131,000
Common Stock, Par or Stated Value Per Share					$ 0.01	$ 0.01		$ 0.01
Series E Convertible Preferred Stock
Debt Instrument, Convertible, Conversion Price		$ 2.00
Debt Instrument, Interest Rate, Stated Percentage		10.00%
Preferred Stock, Shares Authorized		2,397,060
June 2019 Class A Warrants [Member] \| Third Amendment Agreement [Member]
Warrant exercise price											$ 0.01
5% Secured Convertible Notes, net [Member]
Debt Instrument, Convertible, Conversion Price												$ 12.40
Debt Instrument, Interest Rate, Stated Percentage										5.00%		5.00%
5% Secured Convertible Notes, net [Member] \| Third Amendment Agreement [Member] \| Convertible Common Stock [Member]
Debt Instrument, Convertible, Conversion Price											2.48
5% Secured Convertible Notes, net [Member] \| Class A Warrants [Member]
Debt Instrument, Convertible, Conversion Price											$ 12.40	$ 12.40
Class of Warrant or Right, Number of Securities Called by Warrants or Rights												357,863
5% Secured Convertible Notes, net [Member] \| Class B Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights												178,932
B3D Note, net [Member]
Debt Instrument, Face Amount		$ 6,500,000
Debt Instrument, Interest Rate, Stated Percentage		11.24%
B3D notes
Debt Instrument, Convertible, Conversion Price		$ 2.00
Debt Instrument, Convertible, Percentage Held In excess of Beneficial Ownership Limitation	4.99%
Debt Instrument, Interest Rate, Stated Percentage		9.00%
Notes and Warrants
Shares Issued, Price Per Share		$ 2.00
Debt Instrument, Convertible, Conversion Price		$ 3.10
Debt Instrument, Interest Rate, Stated Percentage		5.00%
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		937,500
Warrant exercise term		5 years
Calm Private Placement
Shares Issued, Price Per Share		$ 2.00
Debt Instrument, Face Amount		$ 2,500,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		937,500
Proceeds from Issuance of Convertible Preferred Stock		$ 2,500,000
Common Stock, Par or Stated Value Per Share		$ 0.01
Amendment to Certificate of Designation of Series E Convertible Preferred Stock [Member]
Debt Instrument, Convertible, Conversion Price		$ 2.00
Preferred Stock, Shares Authorized		2,397,060
Amendment to Certificate of Designation of Series D Convertible Preferred Stock [Member]
Debt Instrument, Convertible, Conversion Price		$ 2.00
May 2018 SPA Amendment [Member]
Debt Instrument, Convertible, Conversion Price		$ 2.00
Convertible Preferred Stock, Shares Issued upon Conversion		8,996
Preferred Stock, Par or Stated Value Per Share		$ 0.01
Certificate of Elimination of Series B Preferred Stock [Member]
Preferred Stock, Shares Authorized		0							1,609,167
Preferred Stock, Par or Stated Value Per Share		$ 0.01
Credit agreement with B3D, LLC [Member]
Debt Instrument, Face Amount		$ 7,000,000
Certificate of Designation of Series F Preferred Stock
Convertible Preferred Stock, Shares Issued upon Conversion		9,000
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants		$ 1,154,000
Payments of Stock Issuance Costs		$ 123,000

Accounting and Reporting Policies (Details) - USD ($)	Jan. 01, 2019	Sep. 30, 2019	Dec. 31, 2018
Operating Lease, Right-of-Use Asset	$ 9,565,000	$ 9,818,000	$ 0
Operating Lease, Liability	$ 9,565,000	9,818,000
Accounting Standards Update 2016-02 [Member]
Practical expedient, package	true
Operating Lease, Liability		$ 9,818

Potentially Dilutive Securities (Details) - shares		9 Months Ended
Potentially Dilutive Securities (Details) - shares	Nov. 12, 2019	Sep. 30, 2019	Sep. 30, 2018	Oct. 02, 2019	Jun. 30, 2019	May 15, 2018
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share		2,539,988	1,221,386
5% Secured Convertible Notes, net [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:
Interest rate (as a percent)					5.00%	5.00%
Convertible Preferred Stock [Member]
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share		862,035	163,216
Series D Convertible Preferred Stock
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:
Number of shares of Common Stock into which Preferred Stock is converted				10,964,460
Warrants to purchase common stock				1,408,050
December 2019 Warrants [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:
Conversion of Stock, Shares Issued	570,035
Vested and unvested options outstanding to purchase an equal number of shares of Common Stock of the Company [Member]
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share		178,229	114,250
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		37,500	22,750
Warrants
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share		1,462,224	703,670
Conversion feature of Senior Secured Notes [Member]
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share		0	217,500

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017
Cash, Cash Equivalents, and Restricted Cash
Cash denominated in United States dollars	$ 480	$ 2,000
Cash denominated in currency other than United States dollars	1,605	1,143
Restricted cash	451	487
Credit and debit card receivables	347	260
Total cash, cash equivalents, and restricted cash	$ 2,883	$ 3,890	$ 2,525	$ 6,368

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Other Current Assets
Cash in escrow	$ 254	$ 0
Prepaid expenses	222	1,204
Other	214	370
Total other current assets	$ 690	$ 1,574

Other Assets - Consolidated Condensed Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Other Assets
Cost method investments	$ 1,294	$ 2,482
Lease deposits	894	894
Other	306
Total other assets	$ 2,494	$ 3,376

Other Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Cost Method Investments	$ 1,294		$ 1,294		$ 2,482
Impairment of cost method investment			1,188	$ 0
Other Asset Impairment Charges	1,141	$ 1,141	1,141
Fli Charge
Impairment loss on cost method investment	47		47
Infomedia Services Limited [Member]
Cost Method Investments	787		787
Route1 Inc [Member]
Cost Method Investments	$ 484		$ 484

Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 40,830	$ 40,830
Accumulated Amortization and Impairment	(33,472)	(31,663)
Finite-Lived Intangible Assets, Net	7,358	9,167
Trade name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,309	13,309
Accumulated Amortization and Impairment	(6,149)	(4,485)
Finite-Lived Intangible Assets, Net	7,160	8,824
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	312	312
Accumulated Amortization and Impairment	(312)	(312)
Finite-Lived Intangible Assets, Net		0
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	312	312
Accumulated Amortization and Impairment	(114)	(69)
Finite-Lived Intangible Assets, Net	198	243
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	26,897	26,897
Accumulated Amortization and Impairment	$ (26,897)	(26,797)
Finite-Lived Intangible Assets, Net		$ 100

Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remainder of 2019	$ 463
2020	2,275
2021	2,275
2022	2,275
2023	70
Total	$ 7,358	$ 9,167

Intangible Assets and Goodwill - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended
	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Mar. 29, 2018	Jan. 02, 2018
Finite-Lived Intangible Assets [Line Items]
Amortization And Impairment Of Intangible Assets		$ 583,000	$ 1,727,000	$ 510,000	$ 1,901,000
Share Price						$ 0.72	$ 1.36
Goodwill, Impairment Loss	$ 19,630
Goodwill, Fair Value Disclosure	$ 0
Patents
Finite-Lived Intangible Assets [Line Items]
Write off of the net book value of patents				$ 85,000

Leases - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 30, 2019	Sep. 30, 2019	Sep. 30, 2019
Leases
Variable Lease, Cost		$ 794	$ 2,291
Impairment on leasehold improvements			620
Termination of existing qualifying leases	$ 421		421
Lease costs capitalized			$ 210

Leases - Summary of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Jun. 30, 2019	Sep. 30, 2019
Leases
New leases entered		$ 1,531
Termination of existing qualifying leases	$ 421	421
Amortization of lease obligation		(2,101)
Operating lease liabilities, September 30, 2019		$ 9,818

Leases - Future Minimum Commitments (Details) - USD ($)	Sep. 30, 2019	Jan. 01, 2019
Net present value of lease liabilities	$ 9,818,000	$ 9,565,000
Accounting Standards Update 2016-02 [Member]
Remainder of 2019	922
2020	3,441
2021	2,897
2022	2,196
2023	1,282
Thereafter	1,495
Total future lease payments	12,233
Less: interest expense at incremental borrowing rate	(2,415)
Net present value of lease liabilities	$ 9,818

Leases - Other Assumptions and Pertinent Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Leases
Weighted average remaining lease term (years)	5 years 1 month 6 days
Weighted average discount rate	11.01%
Cash paid for amounts included in the measurement of lease liabilities	$ 2,827

Long-term Notes and Convertible Notes (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Total debt	$ 5,199	$ 8,486
Derivative liabilities	6,088	476
B3D Note, net [Member]
Debt Instrument [Line Items]
Total debt	4,153	6,500
Unamortized Debt Issuance Expense	2,847
5% Secured Convertible Notes, net [Member]
Debt Instrument [Line Items]
Total debt		$ 1,986
Calm Note.net [Member]
Debt Instrument [Line Items]
Total debt	1,046
Unamortized Debt Issuance Expense	1,454
B3D conversion option
Debt Instrument [Line Items]
Derivative liabilities	$ 2,295

Long-term Notes and Convertible Notes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended			9 Months Ended
	Jul. 08, 2019	Jun. 27, 2019	May 15, 2018	Jul. 31, 2019	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Jun. 30, 2019	Mar. 29, 2018	Jan. 02, 2018
Accretion Expense								$ 476	$ 0
Induced Conversion of Convertible Debt Expense								1,547	169
Share Price											$ 0.72	$ 1.36
Notes and Warrants
Debt Instrument, Debt Default, Percent	18.00%
Credit agreement with B3D, LLC [Member]
Debt Instrument, Face Amount	$ 7,000
Debt Instrument, Debt Default, Percent	9.00%
Amendment to Certificate of Designation of Series E Convertible Preferred Stock [Member]
Debt Instrument, Convertible, Conversion Price	$ 2.00
Convertible Common Stock [Member] \| Third Amendment Agreement [Member]
Debt Conversion, Converted Instrument, Shares Issued		586,389
5% Secured Convertible Notes, net [Member]
Debt Instrument, Interest Rate, Stated Percentage			5.00%							5.00%
Write off of Deferred Debt Issuance Cost								135
Proceeds from Issuance of Private Placement			$ 4,438
Write off of Deferred Debt Issuance Cost								135
Debt Instrument, Convertible, Conversion Price			$ 12.40
5% Secured Convertible Notes, net [Member] \| Third Amendment Agreement [Member]
Induced Conversion of Convertible Debt Expense		$ 1,547
5% Secured Convertible Notes, net [Member] \| Convertible Common Stock [Member] \| Third Amendment Agreement [Member]
Debt Instrument, Convertible, Conversion Price		$ 2.48
B3D Note, net [Member]
Debt Instrument, Interest Rate, Stated Percentage	11.24%
Debt Instrument, Face Amount	$ 6,500
Fair Value Assigned to Conversion Option	2,774
Fair Value Assigned to Note	4,226
Revaluation Gain On Conversion Option Marked to Market								479
Accretion Expense						$ 362		362
Debt Issuance Costs, Net	500				$ 435	$ 435		$ 435
Amortization of Debt Issuance Costs					65		$ 394		589
Revised Rate for interest								9.00%
Amortization of Debt Issuance Costs					$ 65		$ 394		$ 589
Calm Note.net [Member]
Debt Instrument, Interest Rate, Stated Percentage					5.00%	5.00%		5.00%
Fair Value Assigned to Conversion Option	351
Fair Value Assigned to Note	1,131
Revaluation Gain On Conversion Option Marked to Market	185
Accretion Expense								$ 116
Debt Issuance Costs, Net	$ 220				$ 201	$ 201		$ 201
Amortization of Debt Issuance Costs					19
Amortization of Debt Issuance Costs					$ 19
Debt Instrument, Convertible, Conversion Price					$ 3.10	$ 3.10		$ 3.10
Class A Warrants [Member] \| 5% Secured Convertible Notes, net [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			357,863
Debt Instrument, Convertible, Conversion Price		$ 12.40	$ 12.40
Class B Warrants [Member] \| 5% Secured Convertible Notes, net [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			178,932
June 2019 Class A Warrants [Member] \| Third Amendment Agreement [Member]
Debt Conversion, Converted Instrument, Warrants or Options Issued		356,772
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.01
Warrant Appraised Value								$ 689
Warrant Expense								$ 689
June 2019 Class A Warrants [Member] \| Convertible Common Stock [Member] \| Third Amendment Agreement [Member]
Debt Conversion, Converted Instrument, Shares Issued				354,502

Long-term Notes and Convertible Notes - Calm Note (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Jul. 08, 2019	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018
Debt Instrument [Line Items]
Accretion Expense			$ 476	$ 0
Calm Note.net [Member]
Debt Instrument [Line Items]
Fair Value Assigned to Conversion Option	$ 351
Fair Value Assigned to Warrants	1,018
Fair Value Assigned to Note	1,131
Revaluation Gain On Conversion Option Marked to Market	185
Debt Issuance Costs, Net	$ 220	$ 201	201
Amortization of Debt Issuance Costs		$ 19
Accretion Expense			$ 116

Stockholders' Equity (Details) $ / shares in Units, $ in Thousands		1 Months Ended
	Feb. 22, 2019	May 31, 2019 USD ($) $ / shares shares	Jul. 08, 2019 $ / shares shares
Class of Stock [Line Items]
Stockholders' Equity Note, Stock Split, Conversion Ratio	0.05
Series E Convertible Preferred Stock
Class of Stock [Line Items]
Debt Instrument, Convertible, Conversion Price			$ 2.00
Debt Instrument, Interest Rate, Stated Percentage			10.00%
Preferred Stock, Shares Authorized \| shares			2,397,060
Series F Convertible Preferred Stock
Class of Stock [Line Items]
Number of shares issued \| shares		8,996
Preferred stock, par value		$ 0.01
Preferred stock, stated value		$ 100
Appraised at a fair value, preferred stock \| $		$ 1,254
Series D Convertible Preferred Stock Amendment and December 2016 Warrant Amendment [Member]
Class of Stock [Line Items]
Debt Instrument, Convertible, Conversion Price			$ 2.00
Debt Instrument, Interest Rate, Stated Percentage			10.00%
December 2016 Warrant Amendment [Member]
Class of Stock [Line Items]
Debt Instrument, Convertible, Conversion Price			$ 2.00
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 2.00

Derivative Liabilities and Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Liabilities
Derivative liabilities	$ 6,088	$ 476
Calm conversion option
Liabilities
Derivative liabilities	324
B3D conversion option
Liabilities
Derivative liabilities	2,295
May 2018 Class A Warrants Member
Liabilities
Derivative liabilities	2,609	476
May 2018 Class B Warrants Member
Liabilities
Derivative liabilities		0
Calm Warrants
Liabilities
Derivative liabilities	860
Fair Value, Inputs, Level 1 [Member]
Liabilities
Derivative liabilities	0	0
Fair Value, Inputs, Level 1 [Member] \| Calm conversion option
Liabilities
Derivative liabilities	0
Fair Value, Inputs, Level 1 [Member] \| B3D conversion option
Liabilities
Derivative liabilities	0
Fair Value, Inputs, Level 1 [Member] \| May 2018 Class A Warrants Member
Liabilities
Derivative liabilities	0	0
Fair Value, Inputs, Level 1 [Member] \| May 2018 Class B Warrants Member
Liabilities
Derivative liabilities		0
Fair Value, Inputs, Level 1 [Member] \| Calm Warrants
Liabilities
Derivative liabilities	0
Fair Value, Inputs, Level 2 [Member]
Liabilities
Derivative liabilities	0	0
Fair Value, Inputs, Level 2 [Member] \| Calm conversion option
Liabilities
Derivative liabilities	0
Fair Value, Inputs, Level 2 [Member] \| B3D conversion option
Liabilities
Derivative liabilities	0
Fair Value, Inputs, Level 2 [Member] \| May 2018 Class A Warrants Member
Liabilities
Derivative liabilities	0	0
Fair Value, Inputs, Level 2 [Member] \| May 2018 Class B Warrants Member
Liabilities
Derivative liabilities		0
Fair Value, Inputs, Level 2 [Member] \| Calm Warrants
Liabilities
Derivative liabilities	0
Fair Value, Inputs, Level 3 [Member]
Liabilities
Derivative liabilities	6,088	476
Fair Value, Inputs, Level 3 [Member] \| Calm conversion option
Liabilities
Derivative liabilities	324
Fair Value, Inputs, Level 3 [Member] \| B3D conversion option
Liabilities
Derivative liabilities	2,295
Fair Value, Inputs, Level 3 [Member] \| May 2018 Class A Warrants Member
Liabilities
Derivative liabilities	2,609	476
Fair Value, Inputs, Level 3 [Member] \| May 2018 Class B Warrants Member
Liabilities
Derivative liabilities		$ 0
Fair Value, Inputs, Level 3 [Member] \| Calm Warrants
Liabilities
Derivative liabilities	$ 860

Derivative Liabilities and Fair Value Measurements - Changes in Company's Derivative Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Derivative Liability, Beginning period	$ 476
Issuance of warrants	689	$ 64
Revaluation of derivative conversion options and warrants at September 30, 2019	780	$ (1,541)
Derivative Liability, Ending period	6,088
Fair Value, Inputs, Level 3 [Member]
Derivative Liability, Beginning period	476
Increase in fair value of Class A Warrants	689
Fair value ascribed to embedded derivative conversion options and warrants	4,143
Conversion of June 2019 Class A Warrants into Common Stock	(689)
Revaluation of derivative conversion options and warrants at September 30, 2019	1,469
Derivative Liability, Ending period	$ 6,088

Derivative Liabilities and Fair Value Measurements - Derivative Warrant Liabilities Based Upon Sensitivity and Nature of Inputs (Details) - Derivative Warrant Liabilities [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Measurement Input, Price Volatility [Member] \| B3D conversion option
Fair Value Assumptions Rate	67.60%
Measurement Input, Price Volatility [Member] \| Calm conversion option
Fair Value Assumptions Rate	67.20%
Measurement Input, Price Volatility [Member] \| May 2018 Class A Warrants Member
Fair Value Assumptions Rate	42.50%
Measurement Input, Price Volatility [Member] \| Calm Warrants
Fair Value Assumptions Rate	67.10%
Measurement Input, Price Volatility [Member] \| Class A Warrants
Fair Value Assumptions Rate		70.61%
Measurement Input, Risk Free Interest Rate [Member] \| B3D conversion option
Fair Value Assumptions Rate	1.73%
Measurement Input, Risk Free Interest Rate [Member] \| Calm conversion option
Fair Value Assumptions Rate	1.63%
Measurement Input, Risk Free Interest Rate [Member] \| May 2018 Class A Warrants Member
Fair Value Assumptions Rate	1.60%
Measurement Input, Risk Free Interest Rate [Member] \| Calm Warrants
Fair Value Assumptions Rate	1.60%
Measurement Input, Risk Free Interest Rate [Member] \| Class A Warrants
Fair Value Assumptions Rate		2.53%
Measurement Input, Expected Term [Member] \| B3D conversion option
Fair Value Assumptions Expected Terms	1 year 8 months 1 day
Measurement Input, Expected Term [Member] \| Calm conversion option
Fair Value Assumptions Expected Terms	2 years 8 months 1 day
Measurement Input, Expected Term [Member] \| May 2018 Class A Warrants Member
Fair Value Assumptions Expected Terms	3 years 7 months 17 days
Measurement Input, Expected Term [Member] \| Calm Warrants
Fair Value Assumptions Expected Terms	4 years 9 months 7 days
Measurement Input, Expected Term [Member] \| Class A Warrants
Fair Value Assumptions Expected Terms		4 years 4 months 17 days
Measurement Input, Expected Dividend Rate [Member] \| B3D conversion option
Fair Value Assumptions Rate	0.00%
Measurement Input, Expected Dividend Rate [Member] \| Calm conversion option
Fair Value Assumptions Rate	0.00%
Measurement Input, Expected Dividend Rate [Member] \| May 2018 Class A Warrants Member
Fair Value Assumptions Rate	0.00%
Measurement Input, Expected Dividend Rate [Member] \| Calm Warrants
Fair Value Assumptions Rate	0.00%
Measurement Input, Expected Dividend Rate [Member] \| Class A Warrants
Fair Value Assumptions Rate		0.00%

Derivative Liabilities and Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Derivative Liability	$ 6,088	$ 476
B3D conversion option
Derivative Liability	2,295
Calm conversion option
Derivative Liability	324
Calm Warrants
Derivative Liability	$ 860
Warrants
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	937,500
Warrants and Rights Exercisable, Term	6 years
Warrants and Rights Outstanding, Term	5 years
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 2.00
Warrants
Derivative, Fair Value, Net	$ 0

Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Stockholders Equity [Line Items]
Allocated Share-based Compensation Expense	$ 35	$ 194	$ 266	$ 570
Stock Compensation Plan [Member]
Stockholders Equity [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			1 year
Directors And Executives [Member] \| Stock Compensation Plan [Member]
Stockholders Equity [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price	$ 4.20		$ 4.20
Director [Member] \| Stock Compensation Plan [Member]
Stockholders Equity [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			32,500
Chief Executive Officer [Member] \| Stock Compensation Plan [Member]
Stockholders Equity [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			75,000
Chief Executive Officer [Member] \| Restricted Stock Units (RSUs) [Member]
Stockholders Equity [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price	$ 4.20		$ 4.20
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period			37,500
Two Thousand Twelve Stock Option Plan [Member]
Stockholders Equity [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	355,000		355,000

Related Parties Transactions - Additional Information (Details) - USD ($) $ in Thousands		9 Months Ended
	Apr. 14, 2018	Sep. 30, 2019
Related Party Consulting Expense		$ 40
Mistral Equity Partners [Member]
Related Party Transaction, Amounts of Transaction	$ 10

Discontinued Operations - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Oct. 20, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Consideration	$ 1,625		$ 1,625
Disposal Group, Including Discontinued Operation, consideration Shares received			25,000,000
Disposal Group Discontinued Operation Value Of Common Stock			$ 308
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax				$ 1,115
Disposal Group Discontinued Operation Value Of Warrants			176
Disposal Group Discontinued Operation Value Of Earn out Provision			1,141
Other Income			1,100
Other Asset Impairment Charges	$ 1,141	$ 1,141	$ 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.
Route1 Common Stock [Member] \| Discontinued Operations [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	30,000,000		30,000,000
Fli Charge
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Warrants Not Settleable in Cash, Fair Value Disclosure					$ 30,000

Discontinued Operations - Schedule of Discontinued Operations, as Presented in Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Discontinued Operations
Revenue	$ 2,834
Cost of sales	(2,305)
Depreciation and amortization	(131)
General and administrative	(1,190)
Loss on disposal	(301)
Non-operating income (expense), net	(22)
Loss from discontinued operations	$ (1,115)	$ 0	$ (1,115)

- 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

Income Taxes (Details) $ in Thousands	9 Months Ended
Income Taxes (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Income Taxes
Effective Income Tax Rate Reconciliation, Percent	1.00%
Unrecognized Tax Benefits, Period Increase (Decrease)	$ 132

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Mar. 31, 2015 employee	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)	May 07, 2018
Route1 Security Corporation [Member] \| Group Mobile Intl, LLC [Member]
Loss Contingencies [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent				100.00%
Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Estimated Litigation Liability, Current \| $		$ 290	$ 290
In re Chen et al [Member]
Loss Contingencies [Line Items]
Number of Former Employees \| employee	4
Notice Of Misclassification Claim Term	3 years

Subsequent Events (Details) $ in Thousands	Oct. 28, 2019 USD ($)
B3D notes \| Subsequent Event
Subsequent Event [Line Items]
Accrued interest payments	$ 107