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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2019	Apr. 13, 2020	Jun. 28, 2019
Document and Entity Information
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Registrant Name	XpresSpa Group, Inc.
Entity Central Index Key	0001410428
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 5,398,950
Trading Symbol	XSPA
Entity Common Stock, Shares Outstanding		86,500,160
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 2,184	$ 3,403
Inventory	647	782
Other current assets	1,102	1,574
Total current assets	3,933	5,759
Restricted cash	451	487
Property and equipment, net	8,064	11,795
Intangible assets, net	6,783	9,167
Operating lease right of use assets, net	8,254
Other assets	1,239	3,376
Total assets	28,724	30,584
Current liabilities
Accounts payable, accrued expenses and other current liabilities	12,551	8,172
Current portion of operating lease liabilities	3,669
Senior secured note		6,500
Convertible notes, net		1,986
Total current liabilities	16,220	16,658
Long-term liabilities
Senior secured note, net	4,580
Convertible note, net	1,182
Derivative liabilities	3,137	476
Operating lease liabilities	5,826
Other liabilities	315	315
Total liabilities	31,260	17,449
Commitments and contingencies (see Note 19)
Stockholders' equity/(deficit)*
Common Stock, $0.01 par value per share 150,000,000 shares authorized; 15,472,171 and 1,761,802 shares issued and outstanding as of December 31, 2019 and 2018, respectively	489	352
Additional paid-in capital	301,681	295,904
Accumulated deficit	(308,136)	(286,913)
Accumulated other comprehensive loss	(283)	(251)
Total stockholders' equity/(deficit) attributable to common stockholders'	(6,239)	9,106
Noncontrolling interests	3,703	4,029
Total stockholders' equity (deficit)	(2,536)	13,135
Total liabilities and stockholders' equity (deficit)	28,724	30,584
Series A Convertible Preferred stock [Member]
Stockholders' equity/(deficit)*
Preferred stock
Series C Junior Preferred Stock [Member]
Stockholders' equity/(deficit)*
Preferred stock
Series D Convertible Preferred Stock [Member]
Stockholders' equity/(deficit)*
Preferred stock		4
Series E Convertible Preferred Stock [Member]
Stockholders' equity/(deficit)*
Preferred stock	10	10
Series F Convertible Preferred Stock Member
Stockholders' equity/(deficit)*
Preferred stock

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	15,472,171	15,472,171
Common stock outstanding	1,761,802	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	0	425,750
Preferred stock, outstanding	0	425,750
Preferred Stock, Liquidation Preference, Value		$ 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	977,865	967,742
Preferred stock, outstanding	977,865	967,742
Preferred Stock, Liquidation Preference, Value	$ 3,031	$ 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 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Revenue
Other	$ 1,206	$ 800
Total revenue	48,515	50,094
Cost of sales
Labor	22,847	24,369
Occupancy	7,831	8,118
Products and other operating costs	7,176	6,964
Total cost of sales	37,854	39,451
Depreciation and amortization	6,124	7,398
Impairment/disposal of assets	6,090	2,100
Goodwill impairment		19,630
General and administrative	14,319	16,240
Total operating expenses	64,387	84,819
Operating loss from continuing operations	(15,872)	(34,725)
Interest expense	(2,900)	(1,827)
Other non-operating income (expense), net	(1,904)	643
Loss from continuing operations before income taxes	(20,676)	(35,909)
Income tax benefit	146	278
Loss from continuing operations	(20,530)	(35,631)
Net loss	(20,530)	(36,746)
Net income attributable to noncontrolling interests	(693)	(459)
Net loss attributable to common shareholders	(21,223)	(37,205)
Comprehensive loss	$ (20,562)	$ (36,923)
Loss per share attributable to common shareholders
Loss per share from continuing operations	$ (4.33)	$ (24.83)
Loss per share from discontinued operations		(0.77)
Basic and diluted net loss per common share	$ (4.33)	$ (25.60)
*Weighted-average number of shares outstanding during the period:**
Basic	4,903,331	1,453,635
Diluted	4,903,331	1,453,635
Includes stock-based compensation expense, as follows:
Total stock-based compensation expense	$ 335	$ 916
Service [Member]
Revenue
Products and services	39,989	41,163
Product [Member]
Revenue
Products and services	7,320	8,131
Continuing Operations [Member]
Cost of sales
Loss from continuing operations	(20,530)	(35,631)
Other comprehensive loss from continuing operations	(32)	(177)
Other comprehensive loss from discontinued operations	(32)	(177)
Comprehensive loss	(20,562)	(35,808)
Discontinued Operations [Member]
Cost of sales
Income tax benefit		(12)
Other comprehensive loss from continuing operations		(1,115)
Other comprehensive loss from discontinued operations		(1,115)
Fli Charge
Cost of sales
Loss from discontinued operations net of income taxes	$ 0	$ (1,115)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 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		1	(1)
Stock-based compensation			312			312		312
Net income (loss) for the period			0	(23,933)		(23,933)	83	(23,850)
Foreign currency translation			0		(66)	(66)		(66)
Contributions from noncontrolling interests			0
Distributions to noncontrolling interests			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
Issuance of Series F Preferred Stock								0
Net income (loss) for the period								(36,746)
Balance at Dec. 31, 2018	14	352	295,904	(286,913)	(251)	9,106	4,029	13,135
Balance at Mar. 31, 2018	4	266	290,707	(273,641)	(140)	17,196	4,819	22,015
Vesting of restricted stock units		5	(5)
Issuance of equity warrants			64			64		64
Stock-based compensation			259			259		259
Net income (loss) for the period			0	(3,523)		(3,523)	177	(3,346)
Foreign currency translation			0		(136)	(136)		(136)
Contributions from noncontrolling interests			0				76	76
Distributions to noncontrolling interests			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			818		818
Stock-based compensation			194			194		194
Net income (loss) for the period			0	(3,187)		(3,187)	122	(3,065)
Foreign currency translation			0		(3)	(3)		(3)
Contributions from noncontrolling interests			0				43	43
Distributions to noncontrolling interests			0				(244)	(244)
Balance at Sep. 30, 2018	4	319	291,989	(280,351)	(279)	11,682	4,073	15,755
Vesting of restricted stock units			0
Issuance of Series E Convertible Preferred Stock	10		2,990			3,000		3,000
Issuance of Common Stock for services		5	242			247		247
Issuance of Common Stock for repayment of debt and interest		28	532			560		560
Stock-based compensation			151			151		151
Net income (loss) for the period			0	(6,562)		(6,562)	77	(6,485)
Foreign currency translation			0		28	28		28
Contributions from noncontrolling interests			0				131	131
Distributions to noncontrolling interests			0				(252)	(252)
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	0	2	815	0	0	817	0	817
Stock-based compensation	0	0	104	0	0	104	0	104
Net income (loss) for the period	0	0	0	(2,973)	0	(2,973)	129	(2,844)
Foreign currency translation	0	0	0	0	(21)	(21)	0	(21)
Distributions to noncontrolling interests	0	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
Issuance of Series F Preferred Stock								17
Net income (loss) for the period								(20,530)
Balance at Dec. 31, 2019	10	489	301,681	(308,136)	(283)	(6,239)	3,703	(2,536)
Balance at Mar. 31, 2019	14	354	296,823	(289,886)	(272)	7,033	3,992	11,025
Stock-based compensation	0	0	127	0	0	127	0	127
Conversion of Series D Preferred Stock into common shares, net	0	6	3,488	0	0	3,494	0	3,494
Conversion of senior notes and warrants into common shares	0	6	3,488	0	0	3,494	0	3,494
Net income (loss) for the period	0	0	0	(6,338)	0	(6,338)	245	(6,093)
Foreign currency translation	0	0	0	0	(170)	(170)	0	(170)
Contributions from noncontrolling interests	0	0	0	0	0	0	16	16
Distributions to noncontrolling interests	0	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
Stock-based compensation	0	0	35	0	0	35	0	35
Issuance of Series F Preferred Stock	0	0	1,131	0	0	1,131	0	1,131
Exercise of June 2019 Class A Warrants into common stock	0	3	(3)	0	0	0	0
Net income (loss) for the period	0	0	0	(4,844)	0	(4,844)	210	(4,634)
Foreign currency translation	0	0	0	0	82	82	0	82
Distributions to noncontrolling interests	0	0	0	0	0	0	(302)	(302)
Balance at Sep. 30, 2019		363	301,601	(301,068)	(360)	550	3,987	4,537
Stock-based compensation	0	0	69	0	0	69	0	69
Exercise of warrants into common stock	0	14	(14)	0	0	0	0
Conversion of Series D Preferred Stock into common shares, net	(4)	110	(101)	0	0	5	0	5
Issuance of common shares to pay interest on borrowings	0	2	103	0	0	105	0	105
Payment of withholding taxes on RSUs	0	0	23	0	0	23	0	23
Conversion of senior notes and warrants into common shares	(4)	110	(101)	0	0	5	0	5
Net income (loss) for the period	0	0	0	(7,068)	0	(7,068)	109	(6,959)
Foreign currency translation	0	0	0	0	77	77	0	77
Contributions from noncontrolling interests	0	0	0	0	0	0	162	162
Distributions to noncontrolling interests	0	0	0	0	0	0	(555)	(555)
Balance at Dec. 31, 2019	$ 10	$ 489	$ 301,681	$ (308,136)	$ (283)	$ (6,239)	$ 3,703	$ (2,536)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities
Consolidated net loss	$ (20,530)	$ (36,746)
Consolidated net loss from discontinued operations		(1,115)
Loss from continuing operations	(20,530)	(35,631)
Adjustments to reconcile consolidated net loss from continuing operations to net cash used in operating activities:
Depreciation and amortization	6,124	7,398
Impairment/disposal of long-lived assets	4,106	2,100
Revaluation of warrants and conversion options	(2,170)	(1,520)
Debt conversion expense	1,584	0
Impairment of cost investments	1,984	0
Issuance of Series F Convertible Preferred Stock	1,131	0
Amortization of debt discount and debt issuance costs	1,031	986
Stock-based compensation	335	916
Issuance of warrants	689	64
Accretion of interest	958	0
Issuance of shares of Common Stock for services		247
Issuance of Common Stock for payment of interest	105	310
Impairment of goodwill and investment		19,630
Gain on the sale of patents		(450)
Changes in assets and liabilities:
Decrease in inventory	136	377
Decrease (increase) in other current assets and other assets	644	(1,835)
Increase (decrease) in accounts payable, accrued expenses and other current liabilities	3,760	(604)
Decrease in other liabilities		(55)
Net cash used in operating activities - continuing operations	(113)	(8,067)
Net cash provided by operating activities - discontinued operations		1,501
Net cash used in operating activities	(113)	(6,566)
Cash flows from investing activities:
Acquisition of property and equipment	(2,275)	(3,031)
Acquisition of software		(85)
Proceeds from the sale of subsidiary		800
Proceeds from the sale of cost method investment		200
Proceeds from the sale of patents		250
Net cash used in investing activities - continuing operations	(2,275)	(1,866)
Net cash used in investing activities - discontinued operations		0
Net cash used in investing activities	(2,275)	(1,866)
Cash flows from financing activities:
Proceeds from the issuance of note to Calm	2,500	0
Proceeds from convertible notes and warrants		4,350
Debt issuance costs	(714)	(320)
Issuance of shares of Series E Convertible Preferred Stock		3,000
Additional borrowing from B3D	500	0
Payments on 5% Convertible Notes	(129)	0
Contributions from noncontrolling interests	178	250
Distributions to noncontrolling interests	(1,197)	(1,636)
Other	27	0
Net cash provided by financing activities - continuing operations	1,165	5,644
Net cash provided by financing activities - discontinued operations		0
Net cash provided by financing activities	1,165	5,644
Effect of exchange rate changes	(32)	(177)
Decrease in cash, cash equivalents and restricted cash	(1,255)	(2,965)
Cash and cash equivalents and restricted cash at beginning of period	3,890	6,855
Cash and cash equivalents and restricted cash at end of period	2,635	3,890
Cash paid during the period for:
Interest	735	731
Income taxes	124	0
Non-cash investing and financing transactions
Debt discount related to issuance of convertible notes	(4,142)	(1,962)
Conversion of senior notes and warrants into Common Stock	3,494	0
Issuance of Series F Convertible Preferred Stock	1,131	0
Issuance of shares of Common Stock to pay debt and interest	817	1,688
Conversion of Series D Convertible Preferred Stock to Common Stock	110	0
Conversion/exercise of warrants into Common Stock	$ 17	0
Non-cash acquisition of cost method investment		2,075
Non-cash acquisition of construction-in-progress		$ 228

General

12 Months Ended

Dec. 31, 2019

General

General

Note 1. General

Overview

On January 5, 2018, the Company changed its name to XpresSpa Group, Inc. (“XpresSpa Group” or the “Company”) from FORM Holdings Corp. The Company’s common stock, par value $0.01 per share (the “Common Stock”), which had previously been listed under the trading symbol “FH” on the Nasdaq Capital Market, has been listed under the trading symbol “XSPA” since January 8, 2018. Rebranding to XpresSpa Group aligned the Company’s corporate strategy to build a pure-play health and wellness services company, which the Company commenced following its acquisition of XpresSpa Holdings, LLC (“XpresSpa”) on December 23, 2016.

As a result of the transition to a pure-play health and wellness services company, the Company currently has one operating segment that is also its sole reporting unit, XpresSpa. XpresSpa is a well-recognized, leading airport retailer of spa services and related products. As of December 31, 2019, XpresSpa operated 51 total locations in 25 airports, in three countries including the United States, Netherlands and United Arab Emirates. Services and products include:

massage services for the neck, back, feet and whole body;

nail care, such as pedicures, manicures and polish changes;

travel products, such as neck pillows, blankets and massage tools; and

new offerings, such as cryotherapy services, NormaTec compression services, and Dermalogica personal care services and retail products.

During 2019 and 2018, XpresSpa generated $48,515 and $50,094 of revenue, respectively. In 2019 and 2018, approximately 82% of XpresSpa's total revenue was generated by services, primarily massage and nailcare, 15% and 16%, respectively, was generated by retail products, primarily luxury travel products and accessories and 3% and 2%, respectively, was other revenue.

For over 15 years, increased security requirements have led travelers to spend more time at the airport. In addition, in anticipation of the long and often stressful security lines, travelers allow for more time to get through security and, as a result, often experience increased downtime prior to boarding. Consequently, travelers at large airport hubs have idle time in the terminal after passing through security.

XpresSpa was developed to address the stress and idle time spent at the airport, allowing travelers to spend this time productively, by relaxing and focusing on personal care and wellness. XpresSpa is well positioned to benefit from consumers’ growing interest in health and wellness and increasing demand for spa services and related wellness products.

In addition, a confluence of microeconomic events has created favorable conditions for the expansion of retail concepts at airports, in particular retail concepts that attract higher spending from air travelers. The competition for airplane landings has forced airports to lower landing fees, which in turn has necessitated augmenting their retail offerings to offset budget shortfalls. Infrastructure projects at airports across the country, intended to make an airport more desirable to airlines, require funding from bond issuances that in turn rely upon, in part, the expected minimum rent guarantees and expected income from concessionaires.

The Company owns certain patent portfolios, which, in prior years, it monetized through sales and licensing agreements. During the year ended December 31, 2018, the Company determined that its former intellectual property operating segment would no longer be an area of focus and, as such, will no longer operate as a separate operating segment, as it no longer generates any material revenues or operating costs.

In March 2018, the Company completed the sale of Group Mobile Int’l LLC (“Group Mobile”). This entity was previously included in the Company’s technology operating segment. The results of operations for Group Mobile are presented in the consolidated statements of operations and comprehensive loss as net loss from discontinued operations.

Recent Developments

Effects of Coronavirus on Business

On March 11, 2020, the World Health Organization declared the outbreak of the Coronavirus (“COVID-19”), which continues to spread throughout the U.S. and the world, a pandemic. The outbreak is having an impact on the global economy, resulting in rapidly changing market and economic conditions. Similar to many businesses in the travel sector, our business has been materially adversely impacted by the recent COVID-19 outbreak and associated restrictions on travel that have been implemented. Effective March 24, 2020, the Company temporarily closed all global spa locations, largely due to the categorization of its spa locations by local jurisdictions as “non-essential services”. The Company intends to reopen its spa locations and resume normal operations once restrictions on non-essential services are lifted and airport traffic returns to sufficient levels to support its operations. On March 25, 2020, the Company announced that, during such period as it remains unable to reopen its spa locations for normal operations, it was advancing conversations with certain COVID-19 testing partners to develop a model for testing in U.S. airports.

The temporary closing of the Company’s global spa operations has had a materially adverse impact on its cash flows from operations and caused a liquidity crisis. As a result, management has concluded that there was a long-lived asset impairment triggering event during the first quarter of 2020, which will result in management performing an impairment evaluation of certain of its long-lived asset balances (primarily leasehold improvements and right of use lease assets totaling approximately $16,318 as of December 31, 2019). This could lead to the Company recording an impairment charge during the first quarter of 2020. The full extent to which COVID-19 will impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the virus and the actions to contain or treat its impact.

The Company is currently seeking sources of capital to help fund its business operations during the COVID-19 crisis. It has been able to secure financing during the first quarter of 2020 totaling gross proceeds of approximately $9,440 by obtaining a cash advance on its accounts receivable balances, a loan from its senior secured lender, B3D, LLC (“B3D”), and through common stock offerings (see Note 20, Subsequent Events). Depending on the impact of the COVID outbreak on the Company’s operations and cash position, it may need to obtain additional financing. If the Company needs to obtain additional financing in the future and is unsuccessful, it may be required to curtail or terminate some or all of its business operations and cause its Board of Directors to possibly pursue a restructuring, which may include a reorganization or bankruptcy under Federal bankruptcy laws, or a dissolution, liquidation and/or winding up of the Company. Accordingly, holders of the Company’s secured and unsecured debt and common stock may lose their entire investment in the event of a reorganization, bankruptcy, liquidation, dissolution or winding up of the Company.

Liquidity and Going Concern

As of December 31, 2019, the Company had approximately $2,184 of cash and cash equivalents, and total current assets of approximately $3,933. The Company's total current liabilities balance, which includes primarily accounts payable, accrued expenses, and the current portion of operating lease liabilities was approximately $16,220 as of December 31, 2019. The working capital deficiency was $12,287 as of December 31, 2019, compared to a working capital deficiency of $10,899 as of December 31, 2018. The increase in the working capital deficiency was primarily due to the reduction in cash and other current asset balances from 2018 and the classification of a current portion of lease liability of $3,669 in current liabilities in 2019 but not in 2018, partially offset by the refinancing and recapitalization transactions the Company completed in July of 2019, which are discussed in in the notes to these consolidated financial statements.

While the Company has aggressively reduced operating and overhead expenses, and while it continues to focus on its overall profitability, it has continued to generate negative cash flows from operations, and it expects to incur net losses for the foreseeable future, especially considering the negative impact COVID-19 will have on its liquidity and financial position. As discussed elsewhere in this Annual Report on Form 10-K, the report of the Company's independent registered public accounting firm on the Company’s financial statements for the years ended December 31, 2019 and 2018 includes an explanatory paragraph indicating that there is substantial doubt about the Company’s ability to continue as a going concern.

The Company has taken actions to improve its overall cash position and access to liquidity through debt and equity financings, by exploring valuable strategic partnerships, right sizing its corporate structure and streamlining its operations. These actions are intended to improve the Company’s overall cash position and assist with its liquidity needs , however there can be no assurance that these actions will be sufficient.

These audited financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern.

Material Weakness in Internal Controls over Financial Reporting

Based on management’s evaluation under the framework in Internal Control-Integrated Framework, the Company’s Chief Executive Officer and Principal Financial Officer concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2019 due to a material weakness in its internal controls over its financial close and reporting process and have concluded that the financial close and reporting process needs additional formal procedures to ensure that appropriate reviews occur on all financial reporting analysis. Management also concluded that the Company did not maintain a sufficient complement of corporate personnel with appropriate levels of accounting and controls knowledge and experience commensurate with its financial reporting requirements to appropriately analyze, record and disclose accounting matters completely and accurately. This deficiency created a reasonable possibility that a material misstatement would not be prevented or detected in a timely basis. Management concluded that the control deficiency represented a material weakness and, accordingly, that the Company’s internal control over financial reporting was not effective as of December 31, 2019.

The material weakness in our internal control over financial reporting resulted in proposed audit adjustments to the Company’s consolidated financial statements in the areas of lease accounting, long-lived asset impairment and accrued liabilities accounting as of and for the year ended December 31, 2019.

The Company is still considering the full extent of the procedures to implement in order to remediate the material weakness described above. The current remediation plan includes a more robust review process, and an increase in the supervision and monitoring of the financial reporting processes and the Company's accounting personnel.

Accounting and Reporting Policies

12 Months Ended

Dec. 31, 2019

Accounting and Reporting Policies

Accounting and Reporting Policies

Note 2. Accounting and Reporting Policies

(a) Basis of presentation and principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company, all entities that are wholly owned by the Company, and all entities in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation.

(b) Use of estimates

The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s intangibles assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrant liabilities, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies.

The Company conducts certain transactions in foreign currencies, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are included in non-operating income (expense) in the consolidated statements of operations and comprehensive loss.

Accounts of the foreign subsidiaries of XpresSpa are translated into United States dollars. Assets and liabilities have been translated primarily at year end exchange rates and revenues and expenses have been translated at average monthly rates for the year. The translation adjustments arising from the use of different exchange rates are included as foreign currency translation within the consolidated statements of operations and comprehensive loss and consolidated statements of changes in stockholders’ equity (deficit).

(d) Cash and cash equivalents

The Company maintains cash in checking accounts with financial institutions. The Company has established guidelines relating to diversification and maturities of its investments in order to minimize credit risk and maintain high liquidity of funds. Cash equivalents include amounts due from third-party financial institutions for credit and debit card transactions which typically settle in less than five days.

(e) Derivative instruments

The Company recognizes all derivative instruments as either assets or liabilities in the consolidated balance sheets at their respective fair values. The Company’s derivative instruments are revalued at each reporting date, with changes in the fair value of the instruments included in the consolidated statements of operations and comprehensive loss as non-operating income (expense). The Company reviews the terms of features embedded in non-derivative instruments to determine if such features require bifurcation and separate accounting as derivative financial instruments. Equity-linked derivative instruments are evaluated in accordance with FASB Accounting Standard Codification (“ASC”) 815‑40, “Contracts in an Entity’s Own Equity,” to determine if such instruments are indexed to the Company’s own stock and qualify for classification in equity.

(f) Inventory

All inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. Inventory is included in current assets in the consolidated balance sheets.

(g) Intangible assets

Intangible assets include trade names, customer relationships, and technology, which were acquired as part of the acquisition of XpresSpa in December 2016 and were recorded based on the estimated fair value in purchase price allocation. The intangible assets are amortized over their estimated useful lives, which are periodically evaluated for reasonableness. Gain or loss on dispositions of intangible assets is reflected in general and administrative expense in the consolidated statements of operations and comprehensive loss.

The Company’s intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In assessing the recoverability of the Company’s intangible assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its intangible assets.

(h) Long-lived assets (other than intangible assets)

Property and equipment is recorded at historical cost and primarily consists of leasehold improvements, furniture and fixtures, and other operating equipment. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the lesser of the lease term or economic useful life. Maintenance and repairs are charged to expense, and renovations or improvements that extend the service lives of the Company’s assets are capitalized over the lesser of the extension period or life of the improvement.

The right of use asset on the Company’s consolidated 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.

Long-lived assets are tested for impairment at the lowest level at which there are identifiable operating cash flows, which is at the individual spa location for the XpresSpa business. The Company’s long-lived assets consist primarily of leasehold improvements and right to use lease assets for each of its locations (considered the asset group). The Company reviews its long-lived assets for recoverability yearly or sooner if events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable. If indicators are present, the Company performs a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset group in question to its carrying amount. An impairment loss is recognized if it is determined that the long-lived asset group is not recoverable and is calculated based on the excess of the carrying amount of the long-lived asset group over the long-lived asset groups fair value. The Company estimates the fair value of long-lived assets using present value income approach. Future cash flow was calculated based on forecasts over the estimated remaining useful life of the asset group, which for each of the Company’s spa locations, is the remaining term of the operating lease. The Company uses its existing borrowing rate as the discount rate since it expects that this rate incorporates not only the time value of money but also the expectations regarding future cash flows and an appropriate risk premium.

The estimates used to calculate future cash flows are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimated fair value of each asset group. The Company will calculate the future cash flow using what it believes to be the most predictable of several scenarios. Typically, the changes in assumptions run under different business scenarios would not result in a material change in the assessment of the potential impairment or the impairment amount of a locations long-lived asset group. But if these estimates or related assumptions were to change materially, the Company may be required to record an impairment charge (see Note 6, Property and Equipment and Note 9, Leases), for the impairment assessment performed related to those long-lived assets as of December 31, 2019).

(i) Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Goodwill is reviewed for impairment at least annually, and when triggering events occur, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles – Goodwill and Other. The Company evaluates goodwill impairment at the reporting unit level and performs its annual goodwill impairment test as of December 31.

As of December 31, 2018, the Company’s goodwill was fully impaired. See Note 8. Intangible Assets and Goodwill for further details on the assessment and conclusion on the goodwill impairment recorded during the year ended December 31, 2018.

(j) Lease liabilities

The Company’s lease liabilities are determined by calculating the present value of all future lease payments using the rate implicit in the lease if it can be readily determined, or the lessee’s incremental borrowing rate. The Company uses it incremental borrowing rate to determine the present value of future lease payments as the rate implicit in its leases could not be readily determined.

Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based on a percentage of sales that are in excess of a predetermined level and/or rent increase based on a change in the consumer price index or fair market value. These amounts are excluded from the calculation of the right of use asset and lease liability under ASC 842. Minimum rent under these leases is included in the determination of rent expense when it is probable that the expense has been incurred and the amount can be reasonably estimated.

(k) Restricted cash and other assets

Restricted cash, which is listed as a separate line item in the consolidated balance sheets, represents balances at financial institutions to secure bonds and letters of credit as required by the Company’s various lease agreements. Other assets include cost basis investments.

(l) Revenue recognition

The Company recognizes revenue from the sale of XpresSpa products and services at the point of sale, net of discounts and applicable sales taxes. Revenues from the XpresSpa wholesale and e-commerce businesses are recorded at the time goods are shipped. Accordingly, the Company recognizes revenue for its single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. The Company excludes all sales taxes assessed to its customers. Sales taxes assessed on revenues are included in accounts payable, accrued expenses and other current liabilities in the consolidated balance sheets until remitted to the state agencies.

Other revenue includes one-time intellectual property licenses as well as the sale of certain of our intellectual property. Revenue from patent licensing is recognized when the Company transfers promised intellectual property rights to purchasers in an amount that reflects the consideration to which it expects to be entitled in exchange for those intellectual property rights. During the year ended December 31, 2018, the Company determined that its intellectual property operating segment will no longer be an area of focus and, as such, will no longer be reflected as a separate operating segment, as it was not expected to generate any material revenues or operating costs.

(m) Gift cards and customer rewards program

XpresSpa offers no-fee, non-expiring gift cards to its customers. No revenue is recognized upon issuance of a gift card and a liability is established for the gift card’s cash value. The liability is relieved, and revenue is recognized upon redemption by the customer. As the gift cards have no expiration date, there is no provision for reduction in the value of unused card balances.

In addition, XpresSpa maintains a rewards program in which customers earn loyalty points, which can be redeemed for future services. Loyalty points are rewarded upon joining the loyalty program, for customer birthdays, and based upon customer spending. When a customer redeems loyalty points, the Company recognizes revenue for the redeemed cash value and reduces the related loyalty program liability. On June 1, 2018, the Company adopted a formal expiration policy whereby any loyalty members with inactivity for an 18‑month period will forfeit any unused loyalty rewards.

The costs associated with gift cards and reward points are accrued as the rewards are earned by the cardholder and are included in accounts payable, accrued expenses and other current liabilities in the consolidated balance sheets until remitted to the state agencies.

(n) Segment reporting

The Company’s continuing operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the enterprise’s chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. As a result of the Company’s transition to a pure-play health and wellness services company, it currently has one operating segment that is also its sole reporting unit, XpresSpa.

During the year ended December 31, 2018, the Company determined that its former intellectual property operating segment would no longer be an area of focus and, as such, will no longer operate as a separate operating segment, as it is not expected to generate any material revenues or operating costs.

(o) Pre-opening costs

Pre-opening and start-up activity costs, which include rent and occupancy, supplies, advertising, and other direct expenses incurred prior to the opening of a new store, are expensed in the period in which they are incurred.

(p) Cost of sales

Cost of sales consists of store-level costs. Store-level costs include all costs that are directly attributable to the store operations and include:

payroll and related benefits for store operations and store-level management;

rent, percentage rent and occupancy costs;

the cost of merchandise;

freight, shipping and handling costs;

production costs;

inventory shortage and valuation adjustments, including purchase price allocation increase in fair values which was recorded as part of acquisition; and

costs associated with sourcing operations.

(q) Stock-based compensation

Stock-based compensation is recognized as an expense in the consolidated statements of operations and comprehensive loss and such cost is measured at the grant-date fair value of the equity-settled award. The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The fair value of Restricted Stock Units (“RSUs”) is calculated as of the date of grant using the grant date closing share price multiplied by the number of RSUs granted. The expense is recognized on a straight-line basis, over the requisite service period. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past. Expected volatility is estimated based on a weighted average historical volatility of the Company and comparable entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve as of the date of grant.

(r) Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not more likely than not to be realized. Tax benefits related to excess deductions on stock-based compensation arrangements are recognized when they reduce taxes payable.

In assessing the need for a valuation allowance, the Company looks at cumulative losses in recent years, estimates of future taxable earnings, feasibility of tax planning strategies, the ability to realize tax benefit carryforwards, and other relevant information. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable earnings. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict. In the event that actual results differ from these estimates in future periods, the Company will be required to adjust the valuation allowance.

Significant judgment is required in evaluating the Company’s federal, state, local, and foreign tax positions and in the determination of its tax provision. Despite management’s belief that the Company’s liability for unrecognized tax benefits is adequate, it is often difficult to predict the final outcome or the timing of the resolution of any particular tax matters. The Company may adjust these accruals as relevant circumstances evolve, such as guidance from the relevant tax authority, its tax advisors, or resolution of issues in the courts. The Company’s tax expense includes the impact of accrual provisions and changes to accruals that it considers appropriate. These adjustments are recognized as a component of income tax expense entirely in the period in which new information is available. The Company records interest related to unrecognized tax benefits in interest expense and penalties in the consolidated statements of operations and comprehensive loss as general and administrative expenses.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

(s) Noncontrolling interests

Noncontrolling interests represent the noncontrolling holders’ percentage share of earnings or losses from the subsidiaries, in which the Company holds a majority, but less than 100%, ownership interest and the results of which are included in the Company’s consolidated statements of operations and comprehensive loss. Net earnings attributable to noncontrolling interests represents the proportionate share of the noncontrolling holders’ ownership in certain subsidiaries of XpresSpa.

(t) Net loss per common share

Basic net loss per share is computed by dividing the net loss attributable to common shareholders for the period by the weighted-average number of shares of Common Stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to the Company for the period by the weighted-average number of shares of Common Stock plus dilutive potential Common Stock considered outstanding during the period. However, as the Company generated net losses in all periods presented, some potentially dilutive securities that relate to the continuing operations, including certain warrants and stock options, were not reflected in diluted net loss per share because the impact of such instruments was anti-dilutive.

(u) Commitments and contingencies

Liabilities for loss contingencies arising from assessments, estimates or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs expected to be incurred in connection with a loss contingency are expensed as incurred.

(v) Reclassification

Certain balances have been reclassified to conform to the current year presentation, including impairment/disposal of assets, presentation of discontinued operations and assets and liabilities held for disposal with respect to the Company’s Group Mobile business.

(w) Fair value measurements

The Company measures fair value in accordance with FASB ASC 820-10, Fair Value Measurements and Disclosures. FASB ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received by selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, FASB ASC 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

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

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

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

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

(x) 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 retrospective 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 12 months or less. See Note 9, Leases for further discussion. The Company recorded right of use assets and lease liabilities for its operating leases of $10,809 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.

(y) 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.

Net Loss per Share of Common Stock*

12 Months Ended

Dec. 31, 2019

Net Loss per Share of Common Stock*

Note 3. Net Loss per Share of Common Stock

The table below presents the computation of basic and diluted net losses per common share:


	For the years ended December 31,
	2019		2018
Basic numerator:
Net loss from continuing operations attributable to common shareholders	$	(21,223)	$	(36,090)
Net loss from discontinued operations attributable to common shareholders		—		(1,115)
Net loss attributable to common shareholders	$	(21,223)	$	(37,205)
Basic denominator:
Basic shares of Common Stock outstanding*		4,903,331		1,453,635
Basic loss per share of Common Stock from continuing operations	$	(4.33)	$	(24.83)
Basic loss per share of Common Stock from discontinued operations		—		(0.77)
Basic net loss per share of Common Stock	$	(4.33)	$	(25.60)

Diluted numerator:
Net loss from continuing operations attributable to shares of Common Stock	$	(21,223)	$	(36,090)
Net loss from discontinued operations attributable to shares of Common Stock		—		(1,115)
Net loss attributable to the Company	$	(21,223)	$	(37,205)

Diluted denominator:
Diluted shares of Common Stock outstanding*		4,903,331		1,453,635
Diluted loss per share of Common Stock from continuing operations	$	(4.33)	$	(24.83)
Diluted loss per share of Common Stock from discontinued operations		—		(0.77)
Diluted net loss per share of Common Stock	$	(4.33)	$	(25.60)

Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact*:
Both vested and unvested options outstanding to purchase an equal number of shares of Common Stock of the Company		137,892		101,979
Vested and unvested RSUs to issue an equal number of shares of Common Stock of the Company		—		17,750
Warrants to purchase an equal number of shares of Common Stock of the Company		3,388,115		703,670
Preferred stock on an as converted basis		1,965,491		6,364,328
Conversion feature of debt		4,750,000		217,500
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share		10,241,498		7,405,227

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. 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.

* All December 31, 2018 share amounts have been adjusted to reflect the impact of the 1:20 reverse stock split.

Cash, Cash Equivalents, and Restricted Cash

12 Months Ended

Dec. 31, 2019

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

Note 4. Cash, Cash Equivalents, and Restricted Cash


	December 31,
	2019		2018
Cash denominated in United States dollars	$	890	$	2,000
Cash denominated in currency other than United States dollars		1,048		1,143
Credit and debit card receivables		246		260
	$	2,184	$	3,403

As of December 31, 2019, and 2018, cash and cash equivalents included $246 and $260 of credit card receivables, respectively. As of December 31, 2019, and 2018, the Company held cash balances in overseas accounts, totaling $1,048 and $1,143, respectively, which is not insured by the Federal Deposit Insurance Corporation (“FDIC”). If the Company were to distribute the amounts held overseas, the Company would need to follow an approval and distribution process as defined in its operating and partnership agreements, which may delay and/or reduce the availability of that cash to the Company. In addition, as of December 31, 2019 and 2018, there was $451 and $487, respectively, of restricted cash balances at financial institutions to secure bonds and letters of credit as required by the Company’s various lease agreements, which is included in Other assets on the Company’s consolidated balance sheets.

Cash denominated in United States dollars decreased $1,110 from December 31, 2018 to December 31, 2019 primarily due to cash proceeds received by the Company in 2018 from the issuance of preferred stock and from the issuance of convertible debt securities and warrants, which the Company did not receive in 2019.

Other Current Assets

12 Months Ended

Dec. 31, 2019

Other Current Assets

Other Current Assets

Note 5. Other Current Assets

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


	December 31,
	2019		2018
Prepaid expenses	$	984	$	1,204
Other		118		370
Total other current assets	$	1,102	$	1,574

Prepaid expenses are predominantly comprised of financed and prepaid insurance policies which have terms of one year or less.

Property and Equipment

12 Months Ended

Dec. 31, 2019

Property and Equipment

Property and Equipment

Note 6. Property and Equipment

Property and equipment is comprised of three categories: leasehold improvements, furniture and fixtures, and other operating equipment as of December 31, 2019 and 2018 as follows:


	December 31,
	2019		2018		Useful Life
Leasehold improvements	$	16,102	$	18,932	Average 5-8 years
Furniture and fixtures		863		1,264	3-4 years
Other operating equipment		1,305		2,322	Maximum 5 years
		18,270		22,518
Accumulated depreciation		(10,206)		(10,723)
Total property and equipment, net	$	8,064	$	11,795

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the shorter of remaining lease term or economic useful life (which is on average 5‑8 years).

The Company did an assessment of its property and equipment for impairment as of December 31, 2019 and 2018. Based upon the results of the impairment tests, the Company recorded an impairment expense of approximately $1,844 and $2,100, respectively, which is included in “Impairment/disposal of assets” in the consolidated statements of operations and comprehensive loss. The expense was primarily related to the impairment of leasehold improvements made to certain locations where management determined that the location’s discounted future cash flow was not enough to support the carrying value of the leasehold improvements over the remaining lease term. The impairment expense represents the excess of the carrying value of the leasehold improvements over the estimated future discounted cash flows. Management calculated the future cash flow of each location using a present value income approach. The sum of expected cash flow for the remainder of the lease term for each location was present valued at a discount rate of 9.0% and 11.24%, for 2019 and 2018 respectively, which represent the then borrowing rate of the Company’s note payable to B3D. The Company believes that this rate incorporates the time value of money and an appropriate risk premium.

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/disposal of assets" in the consolidated 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 right of use asset and the lease liability balances by approximately $421 in June 2019 related to the leases for this location.

The Company expensed approximately $231 of costs incurred during 2019 that had been capitalized in anticipation of opening new spas, that the Company later determined were not viable. The Company also wrote off approximately $109 related to a previous asset disposition that had originally been classified as held for sale, were reclassified to continuing operations, but were ultimately deemed not realizable as of December 31, 2019. These charges are included in the "Impairment/disposition of assets" line in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019.

During the years ended December 31, 2019 and 2018, the Company recorded $3,821 and $4,945, respectively, of depreciation expense from continuing operations.

Other Assets

12 Months Ended

Dec. 31, 2019

Other Assets

Other Assets

Note 7. Other Assets

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


	December 31, 2019		December 31, 2018
Cost method investments	$	484	$	2,482
Lease deposits		755		894
Other assets	$	1,239	$	3,376

In the second quarter of 2019, the Company impaired its investment in Route1, which the Company received from the disposition of Group Mobile in March 2018; due to an under performance of operating results. The Company recorded an impairment charge of $1,141, which is included in “Impairment/disposal of assets” account balance on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019. As of December 31, 2019, the balance in the Company’s investment in Route 1 was $484.

In the third quarter of 2019, the Company recorded an impairment loss on its FLI Charge cost method investment, which the Company received from the disposition of FLI Charge in October 2017, of approximately $47, which is included in “Impairment/disposal of assets” on the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2019.

The Company assessed its investment in InfoMedia Services Limited (“InfoMedia”) for impairment at December 31, 2019 as InfoMedia was to have obtained financing to fund continuing operations and a new product during 2019 but was unable to obtain the financing. The Company believes this represents a triggering event and determined it should write off its investment in InfoMedia and recorded an impairment expense of $787, which is included in “Impairment/disposal of assets” on the Company's statement of operations and comprehensive loss for the year ended December 31, 2019.

The Company had an investment in Marathon Patent Group, Inc. (“Marathon”), which the Company acquired in January 2018, with an acquisition date fair value of $450. The Company determined based on its evaluation of its investment that certain unrealized losses represented an other-than-temporary impairment as of December 31, 2018 and the Company recognized an impairment charge of $148 for the year ended December 31, 2018, equal to the excess of carrying value over fair value. During the year ended December 31, 2018, the Company sold 205,646 shares of Marathon Common Stock, with a carrying value of $279, for net proceeds of $200. The Company sold its remaining investment in Marathon of $23 in December of 2019 for net proceeds of $14.

Also included in “Other assets” as of December 31, 2019 were $755 deposits made pursuant to various lease agreements, which will be returned to the Company at the end of the leases.

The Company has not identified any other events or changes in circumstances that occurred during 2019 that had a significant adverse effect on the carrying value of its remaining cost method investments. See Note 20, Subsequent Events for discussion pertaining to the impact of COVID-19 on our operations.

Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2019

Intangible Assets and Goodwill

Intangible Assets and Goodwill

Note 8. Intangible Assets and Goodwill

Intangible assets

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


	December 31, 2019						December 31, 2018

			Accumulated						Accumulated
	Gross		Amortization		Net		Gross		Amortization		Net
	Carrying		and		Carrying		Carrying		and		Carrying
	Amount		Impairment		Amount		Amount		Impairment		Amount
Trade name	$	13,309	$	(6,709)	$	6,600	$	13,309	$	(4,485)	$	8,824
Customer relationships		312		(312)		—		312		(312)		—
Software		312		(129)		183		312		(69)		243
Patents		26,897		(26,897)		—		26,897		(26,797)		100
Total intangible assets	$	40,830	$	(34,047)	$	6,783	$	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 wrote off the net book value of certain patents that were no longer generating cash flow totaling approximately $85, which is included in “Impairment/disposal of assets” on the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2019.

The Company’s intangible assets are amortized over their expected useful lives, which is six years for tradenames and three years for software. During the years ended December 31, 2019 and 2018, the Company recorded amortization expense of $2,303 and $2,453, respectively, related to its intangible assets.

Estimated amortization expense for the Company’s intangible assets at December 31, 2019 is as follows:


Years ending December 31,	Amount
2020	$	2,278
2021		2,278
2022		2,227
Total	$	6,783

Goodwill

On January 5, 2018, the Company changed its name to XpresSpa Group as part of a rebranding effort to carry out its corporate strategy to build a pure-play health and wellness services company, which the Company commenced following its acquisition of XpresSpa on December 23, 2016. The Company completed the sale of Group Mobile on March 22, 2018, which was the only remaining component of the Company’s technology operating segment. Following the sale of Group Mobile, the Company’s management made the decision that its intellectual property operating segment would no longer be an area of focus and would no longer be a separate operating segment as it was not expected to generate any material revenues. This completed the transition of the Company into a pure-play health and wellness company with only one operating segment, consisting of its XpresSpa business.

On April 19, 2018, the Company entered into a separation agreement with its Chief Executive Officer regarding his resignation as Chief Executive Officer and as a Director the Company. On that same date, the Company’s Senior Vice President and Chief Executive Officer of XpresSpa was appointed by the Board of Directors as the Chief Executive Officer and as a Director of the Company.

These events were identified by the Company’s management as triggering events requiring that goodwill be tested for impairment as of March 31, 2018. In addition to the Company’s rebranding efforts to a pure-play health and wellness services company, its stock price continued to decline even after the announcement of the new Chief Executive Officer. As the stock price had not rebounded, the Company determined that an other than temporary impairment was incurred during the three-month period ended March 31, 2018.

The Company performed a quantitative goodwill impairment test, in which the Company compared the carrying value of the reporting unit to its estimated fair value, which was calculated using an income approach. The key assumptions for this approach were projected future cash flows and a discount rate, which was based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected future cash flows. As a result of the quantitative goodwill impairment test performed, the Company determined that the fair value of the reporting unit did not exceed its carrying amount and, therefore, goodwill of the reporting unit was considered impaired.

Based on the estimated fair value of goodwill, the Company recorded an impairment charge of $19,630, to reduce the carrying value of goodwill to its fair value, which was determined to be zero. This impairment charge is included in goodwill impairment in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2018.

The fair value measurement of goodwill was classified within Level 3 of the fair value hierarchy because the income approach was used, which utilizes inputs that are unobservable in the market. The Company believes it made reasonable estimates and assumptions to calculate the fair value of the reporting unit as of the impairment test measurement date.

Leases

12 Months Ended

Dec. 31, 2019

Leases

Leases

Note 9. Leases

The Company leases its retail space at various domestic and international airports. Additionally, the Company leases its corporate office in New York City. Certain leases entered into by the Company are accounted for in accordance with ASC 842. The Company determines if an arrangement is a lease at inception and if it qualifies under ASC 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 lease agreements and to assess if any agreements should be accounted for pursuant to the guidance in ASC 842. The Company has continued to use 11.24% as its incremental borrowing rate for majority of its leases as there have been no modifications to them since the adoption of ASC 842. The Company did exercise its option to extend the term of two existing lease contracts during the year. Since the existing lease liability did not originally consider the extension of the lease term for these two leases, the Company reassessed the incremental borrowing rate used to calculate the lease liability. The Company renegotiated terms of its senior secured notes during 2019. The borrowing rate was reduced from 11.24% to 9.0%. Therefore, the Company has determined that it should use 9.0% as its incremental borrowing rate for the two lease extensions and recalculated the right of use asset and lease liability based on the revised borrowing rate and the modified lease terms. There were no other lease modifications during the year ended December 31, 2019. The Company entered into two new lease arrangements during 2019 that are included in the balances of its right of use asset and lease liability as of December 31, 2019. The Company used 9.0% as its incremental borrowing rate in calculating the present value of future lease payments.

The following is a summary of the activity in the Company’s current and long-term operating lease liabilities for the year ended December 31, 2019:


Operating lease liabilities, January 1, 2019	$	10,809
New leases entered into		770
Extension of term of existing lease obligations		986
Termination of existing qualifying leases		(447)
Amortization of lease obligation		(2,623)
Operating lease liabilities, December 31, 2019	$	9,495

As of December 31, 2019, future minimum operating leases commitments are as follows:


Calendar Years ending December 31,	Amount
2020	$	3,476
2021		2,952
2022		2,236
2023		1,314
2024		664
Thereafter		625
Total future lease payments		11,267
Less: interest expense at incremental borrowing rate		(1,772)
Net present value of lease liabilities	$	9,495

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


Weighted average remaining lease term:		4.8	years
Weighted average discount rate used to determine present value of operating lease liability:		11.0	%
Cash paid for lease obligations during the year ended December 31, 2019:	$	3,867

Variable lease payments calculated monthly as a percentage of a product and services revenue were $3,025 and $2,769 for the years ended December 31, 2019 and 2018, respectively.

Rent expense from continuing operations for operating leases for years ended December 31, 2019 and 2018 were $8,175 and $8,405, respectively.

The Company did an assessment of its right of use lease assets for impairment as of December 31, 2019. Based upon the results of the impairment test, the Company recorded an impairment expense of approximately $1,217, which is included in Impairment/disposal of assets on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019. The expense was primarily related to the impairment of right of use lease assets where management determined that the location’s discounted future cash flow was not enough to support the carrying value of the assets over the remaining lease term. The impairment expense represents the excess of the carrying value of the right of use lease assets over the estimated future discounted cash flows. Management calculated the future cash flow of each location using a present value income approach. The sum of expected cash flow for the remainder of the lease term for each location was present valued at a discount rate of 9.0%, which represents the current borrowing rate of the Company’s note payable to B3D. The Company believes that this rate incorporates the time value of money and an appropriate risk premium.

The fair value measurement of long-lived assets is classified within Level 3 of the fair value hierarchy because the income approach was used, which utilizes inputs that are unobservable in the market. The Company believes it made reasonable estimates and assumptions to calculate the fair value of its long-lived assets as of the impairment test measurement date.

Long-term Notes and Convertible Notes

12 Months Ended

Dec. 31, 2019

Long-term Notes and Convertible Notes

Long-term Notes and Convertible Notes

Note 10. Long-term Notes and Convertible Notes

Total debt as of December 31, 2019 and 2018 is comprised of the following:


	December 31, 2019		December 31, 2018
B3D Note, net of unamortized debt discount of $2,420 at December 31, 2019	$	4,580	$	6,500
5% Secured Convertible Notes		—		1,986
Calm Note, net of unamortized debt discount of $1,318		1,182		—
Total debt	$	5,762	$	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. 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. An initial fair value of $2,774 was assigned to the conversion option, which is included in “Derivative Liabilities” on the consolidated balance sheet and the B3D Note was assigned a fair value of $4,226 as of July 8, 2019. The conversion option is marked to market at the end of each reporting period. The Company recorded a revaluation gain of approximately $1,012 that is included in “Other income (expense), net” for the year ended December 31, 2019 for the change in the fair value of the conversion option. During the year ended December 31, 2019, the Company recorded $724 of debt discount 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 financial statements, 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 balance sheet as of December 31, 2019.

The Company agreed on 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 $370 as of December 31, 2019 and is presented as a reduction of the B3D Note balance in the Company’s consolidated balance sheet as of December 31, 2019. Amortization expense from July 8, 2019 through December 31, 2019 was $130 and is included in “Interest expense” in the consolidated statement of operations and comprehensive loss.

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 Warrants 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 financial statements for the year ended December 31, 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 $1,584 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 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 a valuation expert perform an appraisal of the June 2019 Class A Warrants as of June 30, 2019. The June 2019 Class A Warrants were assigned an original 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.

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

Calm Note

On July 8, 2019, the Company entered into a securities 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 (the “Calm Note”), which is convertible into shares of Series E Convertible Preferred Stock at a conversion price of $3.10 per share (the “Series E Preferred Stock”) and (ii) warrants to purchase 937,500 shares of the Company’s Common Stock. 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, and is payable in arrears and may be paid in cash, shares of Series E Preferred Stock or a combination thereof. The Company made interest payments of $19 in cash and $31 in the form of Series E Preferred Stock in 2019.

On April 17, 2020, we entered into an amended and restated the Calm Note in order to provide, among other items, that Calm shall not have the right to convert the shares of Series E Preferred Stock issued in connection with the Calm Note into shares of Common Stock to the extent that such conversion would cause Calm to beneficially own in excess of the Beneficial Ownership Limitation, initially defined as 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series E Preferred Stock.

The Company engaged a valuation expert 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, net of issuance costas, of July 8, 2019. The conversion option and the Calm Warrants are marked to market at the end of each reporting period. The assessment of the fair value of the conversion option and Calm Warrants resulted in a gain of $771 as of December 31, 2019, which is reflected as a revaluation gain in that is included in “Other income (expense), net” in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2019.

The Company capitalized direct issuance costs of approximately $222 related to the issuance of the Calm Note and recorded amortization of debt issuance costs of $235 from the date the debt was issued on July 8, 2019 through December 31, 2019. The net balance of the deferred issuance costs is $184 as of December 31, 2019 and is presented as a reduction of the Calm Note balance on the Company’s consolidated balance sheet. Amortization expense is included in “Interest expense” in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2019. During the year ended December 31, 2019, the Company recorded $235 of debt discount accretion expense that increased the carrying value of the Calm Note.

Preferred Stock and Warrants

12 Months Ended

Dec. 31, 2019

Preferred Stock and Warrants

Preferred Stock and Warrants

Note 11. Preferred Stock and Warrants

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.

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.

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.

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 a valuation expert 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 10)%. Therefore, the Company did not record an adjustment to the Series D Preferred Stock.

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 10)%. 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 a valuation expert 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 $1,154, $1,131 net of issuance costs, which was recorded as a charge to “Other income (expense), net” in the Company’s consolidated financial statements as of the date of issuance of the Series F Convertible Preferred Stock.

Warrants

The Calm Warrants entitle Calm to purchase an aggregate of 937,500 shares of Common Stock at an original exercise price of $2.00 per share, exercisable beginning six months from the date of issuance, and have a term of five years. In March 2020, the conversion price was reduced to $0.175 per share, due to the effect of certain anti-dilution adjustments, In June 2019, the Company’s 5% Secured Convertible Notes holders converted their remaining outstanding principal balances plus accrued interest into 586,389 shares of Common Stock and 356,772 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 June 2019 Class A Warrants were converted into 354,502 shares of Common Stock in July 2019. The Class B Warrants were cancelled in July 2019.

The following table summarizes information about all warrant activity during the year ended December 31, 2019:


		Exercise
	No. of warrants*	price range*
December 31, 2018	703,669	$	12.40 – 100.00
Granted	4,628,195	$	.01 - 2.00
Exercised	(1,748,869)	$	.01
Expired	(194,880)	$	.01 - 12.40
December 31, 2019	3,388,115	$	2.00 - 100.00

The Company’s outstanding equity warrants as of December 31, 2019 consist of the following:


				Remaining
	No. outstanding*	Exercise price*		contractual life	Expiration Date
October 2015 Warrants	2,500	$	5.00	1.29 years	April 15, 2021
December 2016 Warrants	124,990	$	3.00	1.98 years	December 23, 2021
Outstanding as of December 31, 2019	127,490

The Company’s outstanding derivative warrants as of December 31, 2019 consist of the following:


				Remaining
	No. outstanding*	Exercise price*		contractual life	Expiration Date
May 2015 Warrants	26,875	$	3.00	0.34 years	May 4, 2020
Class A Warrants	2,296,250	$	2.48	3.38 years	November 17, 2023
Calm Warrants	937,500	$	2.00	4.52 years	July 8, 2024
	3,260,625

* Amounts outstanding on or before December 31, 2018 were adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019.

Fair Value Measurements

12 Months Ended

Dec. 31, 2019

Fair Value Measurements.

Fair Value Measurements

Note 12. Fair Value Measurements

Fair value measurements are determined based on assumptions that a market participant would use in pricing an asset or 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 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 December 31, 2019 and 2018:


			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
As of December 31, 2019:	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)

Class A Warrants	$	778	$	—	$	—	$	778
Calm Warrants		382		—		—		382
Calm Conversion Option		216		—		—		216
B3D Conversion Option		1,761		—		—		1,761
Total	$	3,137		—		—	$	3,137
As of December 31, 2018:

Class A Warrants	$	476	$	—	$	—	$	476
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 warrant and conversion option liabilities are recorded as “Derivative liabilities” on the consolidated balance sheets and the revaluation of the derivative liabilities is included in “Other non-operating income (expense)” in the consolidated statements of operations and comprehensive loss.

In addition to the above, the Company’s financial instruments as of December 31, 2019 and 2018 consisted of cash and cash equivalents, receivables, accounts payable and debt. The carrying amounts of all the aforementioned financial instruments approximate fair value because of the short-term maturities of these instruments.

The following table summarizes the changes in the Company’s derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the year ended December 31, 2019:


December 31, 2018	$	476
Fair value of derivative liabilities derived from issuance of Calm and B3D Notes		4,142
Issuance of warrants		689
Mark to market of warrants and conversion options		(2,170)
December 31, 2019	$	3,137

Valuation processes for Level 3 Fair Value Measurements

Fair value measurement of the derivative 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. The valuation of the derivative liabilities is performed by a valuation expert at the end of each reporting period. The price of the Company’s Common Stock as of December 31, 2019 used in the valuation calculations was $0.67. The conversion option of the Calm and B3D warrants to Common Stock used in the valuation was $2.00 per share.

As of December 31, 2019:


Description	Valuation technique	Unobservable inputs	Range
Class A Warrants	Monte Carlo Method	Volatility	65.20	%
		Risk-free interest rate	1.67	%
		Expected term, in years	3.38
		Dividend yield	0.00	%


Description	Valuation technique	Unobservable inputs	Range
Calm Warrants	Monte Carlo Method	Volatility	66.90	%
		Risk-free interest rate	1.62	%
		Expected term, in years	4.52
		Dividend yield	0.00	%


Description	Valuation technique	Unobservable inputs	Range
Calm Conversion option	Monte Carlo Method	Volatility	66.90	%
		Risk-free interest rate	1.75	%
		Expected term, in years	2.41
		Dividend yield	0.00	%


Description	Valuation technique	Unobservable inputs	Range
B3D Conversion option	Monte Carlo Method	Volatility	65.70	%
		Risk-free interest rate	1.62	%
		Expected term, in years	1.42
		Dividend yield	0.00	%

As of December 31, 2018:


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


Description	Valuation technique	Unobservable inputs	Range
Class B Warrants	Black-Scholes-Merton	Volatility	84.02	%
		Risk-free interest rate	2.98	%
		Expected term, in years	0.12
		Dividend yield	0.00	%

Sensitivity of Level 3 measurements to changes in significant unobservable inputs

The inputs to estimate the fair value of the Company’s derivative warrant and conversion liabilities were the current market price of the Company’s Common Stock, the exercise price of the derivative warrant liabilities, their remaining expected term, anti-dilution provisions, 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 the estimated fair value of the Company’s derivative liabilities. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate or a decrease in the differential between the derivative warrant liabilities’ exercise price and the market price of the Company’s shares of Common Stock would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its Common Stock and, as such, there is no change in the estimated fair value of the derivative warrant liabilities due to the dividend assumption.

Marathon Common Stock

On January 11, 2018 (the “Transaction Date”), the Company entered into a Patent Rights Purchase and Assignment Agreement (the “Agreement”) with Crypto Currency Patent Holding Company LLC (the “Buyer”) and its parent company, Marathon, pursuant to which the Buyer agreed to purchase certain of the Company’s patents. As consideration for the patents, the Buyer paid $250 and Marathon issued 250,000 shares of Marathon Common Stock (the “Marathon Common Stock”) to the Company. The Marathon Common Stock was subject to a lockup period (the “Lockup Period”) which commenced on the Transaction Date and ended on July 11, 2018, subject to a leak-out provision.

The Marathon Common Stock is recognized as a cost method investment and, as such, was required to be measured at cost on the date of acquisition, which, as of the Transaction Date, approximated fair value. The following table presents the placement in the fair value hierarchy of the Marathon Common Stock measured at fair value on a nonrecurring basis as of the Transaction Date:


			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
December 31, 2018	$	23	$	23	$	—	$	—

December 31, 2019	$	—	$	—	$	—	$	—

The fair value of the Marathon Common Stock was estimated by multiplying the number of shares as they become tradeable by the price per share as of the Transaction Date, information that falls within Level 1 of the fair value hierarchy, quoted prices in active markets for identical assets; however, due to the fact that the Marathon Common Stock was restricted during the Lockup Period, the Company applied a discount on the lack of marketability to estimate the fair value at the measurement date, which is a significant other observable input resulting in placement in Level 2 of the fair value hierarchy. The fair value of the consideration as of the Transaction Date was determined to be $450. Based on the Company’s evaluation of the investment, it was determined that certain unrealized losses represented an other-than-temporary impairment as of December 31, 2018 and the Company recognized an impairment charge of $148 for the year ended December 31, 2018, equal to the excess of carrying value over fair value.

On July 11, 2018, the Lockup Period concluded, and the Company was permitted to begin trading the Marathon Common Stock, subject to a leak-out provision whereby the shares were released from lockup in equal increments over a 20-day period. As of December 31, 2018, the remaining 44,354 shares of Marathon Common Stock were no longer restricted pursuant to the Lockup Period and leak-out provision, and the Company determined that the investments are classified within Level 1 of the fair value hierarchy.

During the year ended December 31, 2018, the Company sold 205,646 shares of Marathon Common Stock, with a carrying value of $279, for net proceeds of $200.

The following table summarizes the changes in the Company’s investment in Marathon Common Stock, measured at fair value using significant other observable inputs (Level 2) as of Transaction Date and measured at fair value using quoted prices in active markets for identical assets (Level 1) during the year ended December 31, 2018:


January 11, 2018	$	450
Carrying value of Marathon Common Stock sold		(279)
Decrease in fair value of the Marathon Common Stock		(148)
December 31, 2018	$	23

December 31, 2018	$	23
Carrying value of Marathon Common Stock sold		(23)
December 31, 2019	$	—

The Company sold the remaining shares of the Marathon Common Stock during the year ended December 31, 2019.

Other Fair Value Measurements

The following table presents the placement in the fair value hierarchy of the contingent consideration assumed by the Company following the acquisition of Excalibur Integrated Systems, Inc. (“Excalibur”), which is measured at fair value on a recurring basis as of December 31, 2019 and 2018:


			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
December 31, 2019:
Contingent consideration	$	315	$	—	$	—	$	315
December 31, 2018:
Contingent consideration	$	315	$	—	$	—	$	315

The purchase value of the contingent consideration assumed by the Company following the acquisition of Excalibur was determined using the Monte-Carlo simulation and, as such, was classified as Level 3 of the fair value hierarchy. The fair value measurements are evaluated by management to ensure that changes are consistent with expectations of management based upon the sensitivity and nature of the inputs. The contingent consideration expires in 2020.

- Definition

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

+ References + Details

Stock-based Compensation

12 Months Ended

Dec. 31, 2019

Stock-based Compensation

Stock-based Compensation

Note 13. 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, as amended (the “Plan”), a maximum of 2,520,000 shares of Common Stock may be awarded. As of December 31, 2019, 2,286,156 shares were available for future grants under the Plan.

Awards granted under the Plan remain in effect pursuant to their terms. Generally, stock options are granted with exercise prices equal to the fair market value on the date of grant, vest in four equal quarterly installments, and expire 10 years from the date of grant. RSUs granted generally vest over a period of one year.

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 restricted shares of Common Stock to its newly elected Chief Executive Officer. The restricted shares vest in full on February 10, 2020.

The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past.

The following variables were used as inputs in the model:


Share price of the Company’s Common Stock on the grant date:	$	4.20
Exercise price:	$	4.20
Expected volatility:		72	%
Expected dividend yield:		—	%
Annual average risk-free rate:		2.5	%
Expected term:		5.25-6.25	years

Total stock-based compensation expense for the years ended December 31, 2019 and 2018 was $335 and $916, respectively.

The following tables summarize information about stock options and RSU activity during the year ended December 31, 2019:


	RSUs			Stock options
		Weighted			Weighted
		average			average		Exercise
	No. of	grant date		No. of	exercise		price
	RSUs*	fair value*		options*	price*		range*
Outstanding as of December 31, 2018	17,750	$	0.60	101,979	$	99.80	$	22.00–820.00
Granted	—	$	—	107,500	$	4.20	$	4.20
Exercised	(14,750)	$	0.60	—	$	—	$	—
Forfeited/Expired	(3,000)	$	0.60	(71,587)	$	112.13	$	22.00–820.00
Outstanding as of December 31, 2019	—	$	—	137,892	$	275.79	$	4.20–820.00
Exercisable as of December 31, 2019	—	$	—	62,892	$	404.00	$	4.20–820.00
Expected to vest as of December 31, 2019	—	$	—	75,000	$	4.20	$	4.20

The weighted average remaining contractual term for options outstanding as of December 31, 2019 was between 5.25 and 6.25 years.

As of December 31, 2019, there was no aggregate intrinsic value associated with the options outstanding as the exercise price of the options was greater than the Company’s Common Stock price. There was no unrecognized stock-based payment cost related to non-vested stock options as of December 31, 2019.

* Balances as of December 31, 2018 were adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019.

Segment Information

12 Months Ended

Dec. 31, 2019

Segment Information

Segment Information

Note 14. Segment Information

The Company’s continuing operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the enterprise’s CODM in deciding how to allocate resources and in assessing performance. As a result of the Company’s transition to a pure-play health and wellness services company, it currently has one operating segment that is also its sole reporting unit, XpresSpa.

The Company currently operates in two geographical regions: United States and all other countries, which primarily include Amsterdam, and Dubai. The following table represents the geographical revenue, and total long-lived asset information as of and for the years ended December 31, 2019 and 2018. There were no concentrations of geographical revenue and long-lived assets related to any single foreign country that were material to the Company’s consolidated financial statements. Long-lived assets include property and equipment, restricted cash, cost method investments, security deposits and right of use lease assets.


	For the years ended
	December 31,
	2019		2018
Revenue
United States	$	43,455	$	44,738
All other countries		5,060		5,356
Total revenue	$	48,515	$	50,094
Long-lived Assets
United States	$	15,125	$	14,331
All other countries		2,886		1,327
Total long-lived assets	$	18,011	$	15,658

Long-lived assets includes property and equipment, right of use lease assets, security deposits, cost method investments and restricted cash.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2019
Related Party Transactions
Related Party Transactions	Note 15. Related Parties Transactions On April 14, 2018, the Company entered into a consulting agreement with an employee of Mistral Equity Partners, which was a significant shareholder of the Company and whose Chief Executive Officer was a member of the Board of Directors of the Company, to consult on certain business-related matters. The total consideration is approximately $10 per month through December 31, 2018. The consulting agreement was extended through June 30, 2019. Pursuant to the agreement, the Company recorded consulting expense of $34 and $85 for the years ended December 31, 2019 and 2018, respectively. In 2018, the Company entered into a collaboration agreement with Calm to the display, market, promote, and offer for sale Calm's products in each of the Company's branded stores worldwide. In connection with the collaboration agreement, the Company began selling Calm subscriptions and certain Calm-branded retail products in its spas, beginning in November 2018. Also, Calm holds 937,500 warrants to purchase shares of Company's Common stock and holds a $2,500 unsecured note convertible into the Company's Series E Convertible Preferred Stock. During the years ended December 31, 2019 and 2018, the Company recorded revenue of $40 and $11, respectively from the sale of Calm's branded products in its spas which is included in products revenue in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2019 and 2018.

Accounts Payable, Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2019

Accounts Payable, Accrued Expenses and Other Current Liabilities

Accounts Payable, Accrued Expenses and Other Current Liabilities

Note 16. Accounts Payable, Accrued Expenses and Other Current Liabilities

As of December 31, 2019, and 2018, the Company’s accounts payable, accrued expenses and other current liabilities were comprised of the following:


	December 31,
	2019		2018
Accounts payable and accrued expenses	$	7,069	$	4,632
Litigation accrual		1,800		250
Accrued compensation		1,162		1,126
Accrued insurance		714		897
Other		1,806		1,267
Total accounts payable, accrued expenses and other current liabilities	$	12,551	$	8,172

XpresSpa carries several annual insurance policies including indemnity, fire, umbrella, and workers’ compensation and financed a total of $910 of the total insurance premiums with a third-party provider, at an average interest rate of approximately 5% per year payable in 10 monthly installments.

Discontinued Operations and Assets and Liabilities Held for Disposal

12 Months Ended

Dec. 31, 2019

Discontinued Operations and Assets and Liabilities Held for Disposal

Discontinued Operations and Assets and Liabilities Held for Disposal

Note 17. Discontinued Operations

FLI Charge

Amendment to Royalty Agreement and Termination of Warrant

In February 2019, the Company entered into an agreement to release FLI Charge’s obligation to pay any royalties on FLI Charge’s perpetual gross revenues with regard to conductive wireless charging, power, or accessories, and to cancel its warrants exercisable in FLI Charge in exchange for cash proceeds of $1,100, which were received in full on February 15, 2019 and is included in “Other revenue” in the consolidated financial statements as of December 31,2019.

Group Mobile

In December 2017, the Company concluded that the requirement to report the results of Group Mobile, a wholly-owned subsidiary included in its technology operating segment, as discontinued operations was triggered.

On March 7, 2018 (the “Signing Date”), the Company entered into a membership purchase agreement (the “Purchase Agreement”) with Route1 Security Corporation, a Delaware corporation (the “Buyer”), and Route1 Inc., an Ontario corporation (“Route1”), pursuant to which the Buyer agreed to acquire Group Mobile (the “Disposition”). The transaction closed on March 22, 2018 (the “Closing Date”), after which the Company no longer had any involvement with Group Mobile.

In consideration for the Disposition, as subsequently adjusted to reflect the 1:10 reverse stock split completed by Route 1 effective as of August 12, 2019, the Buyer issued to the Company:

2,500,000 shares of common stock of Route1 (“Route1 common stock”);

warrants to purchase 3,000,000 shares of Route1 common stock, which will feature an exercise price of CAD 50 cents per share of common stock and will be exercisable for a three-year period; and

certain other payments over the three-year period pursuant to an earn-out provision in the Purchase Agreement.

The Company retained certain inventory with a value of $555 to be disposed of separately from the transaction with Route1 during the first half of 2018. Of this amount, $110 was sold and the remaining inventory excluded from the transaction was subsequently determined to be obsolete and unsalable and was fully written off in June 2018.

Post-closing, the Company owned approximately 6.7% of Route1 common stock. The Company has the ability to sell the Route1 common stock and warrants to qualified institutional investors. The Group Mobile Purchase Agreement also contains representations, warranties, and covenants customary for transactions of this type.

The total consideration of the Disposition is recognized as a cost method investment and, as such, 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 is less than the carrying value of the asset. This resulted in a loss on disposal of $301, which was included in consolidated net loss from discontinued operations in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2018.

The value of the total consideration for the Group Mobile disposition was determined using a combination of valuation methods including:

(i)

The value of the Route 1 common stock was determined to be $308, which was estimated by multiplying the number of shares as they become tradeable by the price per share as of the Closing Date.

(ii)

The value of the warrants was determined to be $176, which was obtained using the Black-Scholes-Merton model.

(iii)

The value of the earn-out provision was determined to be $1,141, which was estimated using a Monte-Carlo simulation analysis.

The sale of Group Mobile was completed on March 22, 2018, after which the Company had no further involvement with Group Mobile.

During the second quarter of 2019, the Company impaired the earn out portion of its investment in Route1, due to an under performance of operating results. The Company recorded an impairment charge of $1,141, which is included in "Other non-operating income (expense), net" on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019. As of December 31, 2019, the balance in the Company's investment in Route 1 was $484.

Operating Results of Discontinued Operations

The following table represents the components of operating results from discontinued operations, as presented in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2019 and 2018:


	For the years ended December 31,
	2019		2018
Revenue	$	—	$	2,834
Cost of sales		—		(2,305)
Depreciation and amortization		—		(131)
Impairment		—		—
General and administrative		—		(1,190)
Loss on disposal		—		(301)
Non-operating expense		—		(22)
Loss from discontinued operations before income taxes		—		(1,115)
Income tax expense		—		—
Net loss from discontinued operations	$	—	$	(1,115)

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Taxes

Income Taxes

Note 18. Income Taxes

For the years ended December 31, 2019 and 2018, the loss from continuing operations before income taxes consisted of the following:


	2019		2018
Domestic	$	(21,567)	$	(36,506)
Foreign		891		597
	$	(20,676)	$	(35,909)

Income tax expense attributable to continuing operations for the years ended December 31, 2019 and 2018 consisted of the following:


	For the years ended December 31,
	2019		2018
Continuing operations
Current:
Federal	$	(167)	$	(6)
State		(6)		22
Foreign		27		22
Deferred:
Federal		—		(316)
	$	(146)	$	(278)

The income tax benefit of $146 for the year ended December 31, 2019 is comprised primarily of the release of a liability for an uncertain tax position for which the statute of limitations expired in 2019, partially offset by the tax on earnings generated by foreign subsidiaries.

Income tax expense attributable to discontinued operations was $12 for the year ended December 31, 2018.

Income tax expense attributable to continuing operations differed from the amounts computed by applying the applicable United States federal income tax rate to loss from continuing operations before taxes on income as a result of the following:


	For the years ended December 31,
	2019			2018
Loss from continuing operations before income taxes	$	(20,676)		$	(35,909)
Tax rate		21	%		21	%

Computed “expected” tax benefit		(4,342)			(7,541)
State taxes, net of federal income tax benefit		(944)			(1,422)
Change in valuation allowance		3,039			7,539
Nondeductible expenses		607			242
Other items		1,494			904
Income tax benefit for continuing operations	$	(146)		$	(278)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows:


	December 31,
	2019		2018
Deferred income tax assets
Net operating loss carryforwards	$	41,985	$	39,972
Stock-based compensation		4,642		4,468
Intangible assets and other		5,161		4,308
Net deferred income tax assets		51,788		48,748
Less:
Valuation allowance		(51,788)		(48,748)
Net deferred income tax assets	$	—	$	—

The Company assesses the need for a valuation allowance related to its deferred income tax assets by considering whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. A valuation allowance has been recorded against the Company's deferred income tax assets, as it is in the opinion of management that it is more likely than not that the net operating loss carryforwards ("NOLs") will not be utilized in the foreseeable future. The cumulative valuation allowance will be reduced if and when the Company determines that the deferred income tax assets are more likely than not to be realized.

The following table presents the changes to the valuation allowance during the years presented:


As of January 1, 2018	$	41,209
Charged to cost and expenses – continuing operations		8,300
Charged to cost and expenses – discontinued operations		342
Return to provision true-up and other		(1,103)
As of December 31, 2018		48,748
Charged to cost and expenses – continuing operations		4,842
Return to provision true-up and other		(1,802)
As of December 31, 2019	$	51,788

As of December 31, 2019, the Company’s estimated aggregate total NOLs were $182,327, for U.S. federal purposes, expiring 20 years from the respective tax years to which they relate, and $31,401 for U.S. federal purposes with an indefinite life due to new regulations in the Tax Act of 2017 (the “Tax Act”). The NOL amounts are presented before Internal Revenue Code, Section 382 limitations (“Section 382”). The Tax Reform Act of 1986 imposed substantial restrictions on the utilization of NOL and tax credits in the event of an ownership change of a corporation. Thus, the Company’s ability to utilize all such NOL and credit carryforwards may be limited. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020 and provides favorable changes to tax law for businesses impacted by COVID-19. However, the Company does not anticipate the income tax law changes will materially benefit the Company.

The Company files its tax returns in the U.S. federal jurisdiction, as well as in various state and local jurisdictions and has open tax years for 2015 through 2017.

On December 22, 2017, the U.S. government enacted comprehensive tax reform, commonly referred to as the Tax Act. The Tax Act makes changes to the corporate tax rate, business-related deductions and taxation of foreign earnings, among other changes, that will generally be effective for tax years beginning after December 31, 2017. After the one-year evaluation under SAB 118, the Company determined that there was no material impact from the Tax Act.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2019
Commitments and Contingencies
Commitments and Contingencies	Note 19. Commitments and Contingencies Litigation and legal proceedings Certain of the Company’s outstanding legal matters include speculative claims for substantial or indeterminate amounts of damages. The Company regularly evaluates developments in its legal matters that could affect the amount of any potential liability and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being any potential liability and the estimated amount of a loss related to the Company’s legal matters. With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company’s management believes that the amount or range of a potential loss will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Company evaluated the outstanding legal matters and assessed the probability and likelihood of the occurrence of liability. Based on management’s estimates, the Company has recorded accruals of $1,800 and $250 as of December 31, 2019 and December 31, 2018, respectively, which is included in “Accounts payable, accrued expenses and other current liabilities” in the consolidated balance sheets. The Company expenses legal fees in the period in which they are incurred. Cordial Effective October 2014, XpresSpa terminated its former Airport Concession Disadvantaged Business Enterprise (“ACDBE”) partner, Cordial Endeavor Concessions of Atlanta, LLC (“Cordial”), in several store locations at Hartsfield-Jackson Atlanta International Airport. Cordial filed a series of complaints with the City of Atlanta, both before and after the termination, in which Cordial alleged, among other things, that the termination was not valid and that XpresSpa unlawfully retaliated against Cordial when Cordial raised concerns about the joint venture. In response to the numerous complaints it received from Cordial, the City of Atlanta required the parties to engage in two mediations. After the termination of the relationship with Cordial, XpresSpa sought to substitute two new ACDBE partners in place of Cordial. In April 2015, Cordial filed a complaint with the United States Federal Aviation Administration (“FAA”), which oversees the City of Atlanta with regard to airport ACDBE programs, and, in December 2015, the FAA instructed that the City of Atlanta review XpresSpa’s request to substitute new partners in lieu of Cordial and Cordial’s claims of retaliation. In response to the FAA instruction, pursuant to a corrective action plan approved by the FAA, the City of Atlanta held a hearing in February 2016 and ruled in favor of XpresSpa such substitution and claims of retaliation. Cordial submitted a further complaint to the FAA claiming that the City of Atlanta was biased against Cordial and that the City of Atlanta’s decision was wrong. In August 2016, the parties met with the FAA. On October 4, 2016, the FAA sent a letter to the City of Atlanta directing that the City of Atlanta retract previous findings on Cordial’s allegations and engage an independent third party to investigate issues previously decided by Atlanta. The FAA also directed that the City of Atlanta determine monies potentially due to Cordial. On January 3, 2017, XpresSpa filed a lawsuit in the Supreme Court of the State of New York, County of New York, against Cordial and several related parties. The lawsuit alleges breach of contract, unjust enrichment, breach of fiduciary duty, fraudulent inducement, fraudulent concealment, tortious interference, and breach of good faith and fair dealing. XpresSpa is seeking damages, declaratory judgment, rescission/termination of certain agreements, disgorgement of revenue, fees and costs, and various other relief. On February 21, 2017, the defendants filed a motion to dismiss. On March 3, 2017, XpresSpa filed a first amended complaint against the defendants. On April 5, 2017, Cordial filed a motion to dismiss. On September 12, 2017, the Court held a hearing on the motion to dismiss. On November 2, 2017, the Court granted the motion to dismiss which was entered on November 13, 2017. On December 22, 2017, XpresSpa filed a notice of appeal, and on September 24, 2018, XpresSpa perfected its appellate rights and submitted a brief to the Supreme Court of New York, First Department appellate court. Oral arguments on the appeal are expected to take place during 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. In response to the numerous complaints it received from Cordial, the City of Atlanta required the parties to engage in mediation. On November 22, 2019, a Mutual Release and Settlement Agreement (the "Settlement Agreement") and a Confidential Payment Agreement (the “Payment Agreement”) were executed by the applicable parties, except the City of Atlanta, and are pending the requisite approval by the FAA of the terms of the Settlement Agreement. The Settlement Agreement is ultimately expected to be executed in 2020, by and among Cordial Endeavor Concessions of Atlanta, LLC, Shelia Edwards, Steven A. White, the City of Atlanta, XpresSpa Holdings, LLC, XpresSpa Atlanta Terminal A, LLC, Azure Services, LLC, Adra Wilson, Meme Marketing & Communications LLC, Melanie Hutchinson, Kenja Parks, and Bernard Parks, Jr. The requisite approval from the FAA has been obtained and the Leases have been executed by the Company. However, the condition precedent that an operating agreement between the Company and Cordial is finalized and executed has not yet been satisfied. Based on this, management has determined that the matter may not be completely resolved, at least to the extent of one or more of the Settling Parties seeking to enforce the terms of the Settlement Agreement, and thus resulting in a continuation of the litigation. The Company continues to be involved in settlement negotiations seeking to resolve all pending matters with Cordial and the city of Atlanta, 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.At the December 6, 2019 Status Conference with the Court, the Court reiterated its denial of preliminary approval of the proposed settlement agreement. The Court instructed a notice of pendency to be disseminated to putative collective members, who will then have a 60-day window to decide whether to participate in the case. The notice of pendency was sent out in February 2020 and putative collective members had until April 3, 2020 to return a Consent to Join the case. As of April 3, 2020, 304 individuals had joined the case. Binn et al 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. On September 13, 2019, plaintiffs filed their appellate brief in the Second Circuit. As of December 13, 2019, plaintiffs’ appeal was fully briefed. Oral argument has been scheduled for May 4, 2020. 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 court heard oral argument on the defendants’ motion to dismiss on January 22, 2020 and has not yet ruled on the motion. 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, plaintiff 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. On December 12, 2019, plaintiff filed a motion for reconsideration to vacate the order and judgment, dismissing the action, and for leave to amend the complaint. The motion was fully briefed as of February 6, 2020. On April 1, 2020, the Court denied plaintiff’s motion in full. Plaintiff has 30 days to file a notice of appeal. On April 10, 2020, plaintiff filed a notice of appeal to 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. 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. The Company counterclaimed against the Plaintiffs for amounts owed to the Company in relation to the sale of Excluded Inventory and seek damages thereon. As described further below, the Company delivered a draft amended counterclaim to the Plaintiffs on or around November 2019 seeking, among other things, damages. The Company is seeking the Plaintiffs’ consent to amend its counterclaim. Examinations for discovery are scheduled to take place in Toronto, Canada on June 9th and 10th, 2020. The parties currently expect to attend a one-day mediation in Toronto on May 7, 2020. 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. On or about January 3, 2020, the court granted the plaintiffs’ motion to amend their pleading to increase their total demand. The Company has denied the material allegations of the complaint and is currently defending the action. Efforts to settle the parties’ dispute at a court-ordered mediation in March 2020 were not successful. The action is currently scheduled for a bench trial on May 18, 2020, although we believe that the trial date is likely to be adjourned due to the COVID-19 pandemic. EFP Capital Solutions LLC settlement In March 2019, a complaint was filed against the Company by EFP Capital Solutions LLC (“EFP”), the receivables factor of the Company’s vendor MobiPT, Inc. (“MobiPT”), relating to payments made incorrectly by the Company to MobiPT for receivables MobiPT had sold to EFP. The ensuing mediation resulted in the Company agreeing to pay EFP $165 for such payments, for which the Company recorded an expense that is included in Accounts payable, accrued expenses and other current liabilities in the consolidated financial statements for the year ended December 31, 2019. The Company intends to seek reimbursement of the $165 from MobiPT, but there is no assurance the Company will be successful. Regulatory Matters The continued listing standards of Nasdaq provide, among other things, that a company may be delisted if the bid price of its stock drops below $1.00 for a period of 30 consecutive business days or if stockholders’ equity is less than $2,500. On January 2, 2020, the Company received a deficiency letter from Nasdaq which provided us a grace period of 180 calendar days, or until June 30, 2020, to regain compliance with the minimum bid price requirement. If we fail to regain compliance on or prior to June 30, 2020, we may be eligible for an additional 180- day compliance period. Additionally, if we fail to comply with other continued listing standards of Nasdaq, our Common Stock might be subject to delisting. 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. Leases XpresSpa is contingently liable to a surety company under certain general indemnity agreements required by various airports relating to its lease agreements. XpresSpa agrees to indemnify the surety for any payments made on contracts of suretyship, guaranty, or indemnity. The Company believes that all contingent liabilities will be satisfied by its performance under the specified lease agreements.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2019
Subsequent Events
Subsequent Events	Note 20. Subsequent Events On March 11, 2020, the World Health Organization declared the outbreak of the COVID-19, which continues to spread throughout the U.S. and the world, as a pandemic. The outbreak is having an impact on the global economy, resulting in rapidly changing market and economic conditions. Similar to many businesses in the travel sector the Company’s business has been materially adversely impacted by the recent COVID-19 outbreak and associated restrictions on travel that have been implemented. Effective March 24, 2020, the Company temporarily closed all global spa locations, largely due to the categorization of such spa locations by local jurisdictions as “non-essential services” in connection with the outbreak of COVID-19. This has had a materially adverse impact on the Company’s cash flows from operations and caused a liquidity crisis. As a result, management has concluded that there was a long-lived asset impairment triggering event during the first quarter of 2020, which will result in management performing an impairment evaluation of its long-lived asset balances (primarily leasehold improvements and right of use lease assets of approximately $16,318 as of December 31, 2019). This could lead to the Company recording an impairment charge during the first quarter of 2020.The full extent to which COVID-19 will impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the virus and the actions to contain or treat its impact. The Company is currently seeking sources of capital to help fund its business operations during the COVID-19 crisis and during 2020 raised approximately $9,440. If the Company is unable to obtain additional funding in the immediate term, it may be required to curtail or terminate some or all of its business operations and cause the Company’s Board of Directors to decide to pursue a restructuring, which may include a reorganization or bankruptcy under Federal bankruptcy laws, or a dissolution, liquidation and/or winding up of the Company. Accordingly, holders of the Company’s senior and unsecured debt and Common Stock may lose their entire investment in the event of a reorganization, bankruptcy, liquidation, dissolution or winding up of the Company. The Company has taken actions to improve its overall cash position and access to liquidity. The Company expects that these actions discussed below will improve its overall cash position and assist with its liquidity needs. Credit Cash Funding Advance On January 9, 2020, fifteen wholly owned subsidiaries (the “CC Borrowers”) of the Company entered into an accounts receivable advance agreement (the “CC Agreement”) with CC Funding, a division of Credit Cash NJ, LLC (the “CC Lender”). Pursuant to the terms of the CC Agreement, the CC Lender agreed to make an advance of funds in the amount of $1,000 for aggregate fees of $160, for a total repayment amount of $1,160 (the “Collection Amount”). The Borrowers agreed to repay the Collection Amount on or before the -12-month anniversary of the funding date of the advance by authorizing the CC Lender to retain a fixed daily amount equal to $4 from a collection account established for such purpose. The advance of funds is secured by substantially all of the assets of the CC Borrowers, including CC Borrowers’ existing and future accounts receivables and other rights to payment, including accounts receivable arising out of the CC Borrowers’ acceptance or other use of any credit cards, charge cards, debit cards or similar forms of payments. The funds received from advances may be used in the ordinary course of business consistent with past practices. The CC Agreement additionally includes certain stated events of default, upon which the Lender is entitled to increase the fixed daily payments made to the Lender and to increase the interest rate to 18% per annum. As a result of the COVID-19 pandemic and closing of the Company’s spas on March 24, 2020, the Company has entered into a revised repayment amount equal to $10 per week. As compensation for the consent of existing creditor B3D to the CC Agreement described above, on January 9, 2020, XpresSpa Holdings, LLC (“XpresSpa Holdings”), a wholly-owned subsidiary of the Company, entered into a fifth amendment (the “Fifth Credit Agreement Amendment”) to its existing Credit Agreement with B3D in order to, among other provisions, (i) amend and restate its existing convertible promissory note (the “B3D Note”) in order to increase the principal amount owed to B3D from $7,000 to $7,150, which additional $150 in principal and any interest accrued thereon will be convertible, at B3D’s option, into shares of the Company’s Common Stock subject to receipt of the approval of the Company’s stockholders in accordance with applicable law and the rules and regulations of the Nasdaq Stock Market and (ii) provide for the advance payment of 291,669 shares of Common Stock in satisfaction of the interest payable pursuant to the B3D Note for the months of October, November and December 2020 in shares of Common Stock. B3D Senior Secured Loan On March 6, 2020, XpresSpa Holdings entered into a sixth amendment (the “Sixth Credit Agreement Amendment”) to its existing credit agreement with B3D in order to, among other provisions, (i) amend and restate the B3D Note in order to increase the principal amount owed to B3D from $7,150 to $7,900, which additional $750 in principal ($500 in new funding and $250 in debt accretion) and any interest accrued thereon will be convertible, at B3D’s option, into shares of the Company’s Common Stock; provided, however, that the additional $750 in principal and any interest accrued thereon shall neither be convertible into Common Stock nor interest payable in Common Stock prior to receipt of the approval of the Company’s stockholders in accordance with applicable law and the rules and regulations of the Nasdaq Stock Market and (ii) decrease the conversion rate under the B3D Note from $2.00 per share to $0.56 per share, pursuant to the authority of the Board of Directors of the Company to voluntarily reduce the conversion rate in its discretion, which was previously approved by the Company’s stockholders on October 2, 2019. In connection with the Sixth Credit Agreement Amendment and B3D Note, B3D agreed to provide the Company with $500 in additional funding and to submit conversion notices to convert (i) an aggregate of $375 in principal to Common Stock on March 6, 2020 and (ii) an additional aggregate of $375 in principal to Common Stock on or prior to March 27, 2020. Common Stock Offerings and Warrant Exchange On March 19, 2020, the Company entered into a Securities Purchase Agreement (the “First Purchase Agreement”) with certain purchasers named therein, pursuant to which the Company issued and sold in a registered direct offering, (i) 4,153,383 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at an offering price of $0.175 per share and (ii) an aggregate of 2,132,333 pre-funded warrants exercisable for shares of Common Stock (the “First Pre-Funded Warrants”) at an offering price of $0.165 per First Pre-Funded Warrant (the offering of the shares of Common Stock and the First Pre-Funded Warrants, the “First Offering”). The Company received gross proceeds of approximately $1,100 in connection with the First Offering, before deducting financial advisory consultant fees and related offering expenses. The First Pre-Funded Warrants were sold to the purchasers to the extent that a purchaser’s subscription of shares of Common Stock in the First Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s outstanding Common Stock immediately following the consummation of the First Offering, in lieu of shares of Common Stock. Each First Pre-Funded Warrant represented the right to purchase one share of Common Stock at an exercise price of $0.01 per share and was ultimately exercised. On March 19, 2020, the Company entered into separate Warrant Exchange Agreements (the “Exchange Agreements”) with the holders of certain existing warrants (the “Exchanged Warrants”) to purchase shares of Common Stock. The Exchanged Warrants were originally issued (i) pursuant to a securities purchase agreement, dated as of May 15, 2018, and in connection with a related consent and (ii) in connection with that certain Agreement and Plan of Merger by and among the Company, FHXMS, LLC, XpresSpa Holdings, LLC and Mistral XH Representative, LLC, as representative of the unitholders, dated October 25, 2016, as subsequently amended. Pursuant to the Exchange Agreements, on the closing date and subject to (i) the receipt of approval of the Company’s stockholders as required by the applicable rules and regulations of the Nasdaq Stock Market and (ii) the receipt of approval of the Company’s stockholders to increase the Company’s authorized shares, the holders of Exchanged Warrants would exchange each Exchanged Warrant for a number of shares of Common Stock (the “New Shares”) equal to the product of (i) the number of shares of Common Stock underlying such Exchanged Warrants (based on a formula related to the closing price of the Common Stock at the time of the closing of the Exchange as further detailed in the Exchange Agreement) and (ii) 1.5 (the “Exchange”). To the extent any holder of Exchanged Warrants would otherwise beneficially own in excess of any beneficial ownership limitation applicable to such holder after giving effect to the Exchange, that holder’s Exchanged Warrants shall be exchanged for a number of New Shares issuable to the holder without violating the applicable beneficial ownership limitation and the remainder of the holder’s Exchanged Warrants shall automatically convert into pre-funded warrants to purchase the number of shares of Common Stock equal to the number of shares of Common Stock in excess of the applicable beneficial ownership limitation. The closing is expected to take place on the first business day on which the conditions to the closing are satisfied or waived, subject to satisfaction of customary closing conditions. On March 25, 2020, the Company entered into a Securities Purchase Agreement (the “ Second Purchase Agreement”) with certain purchasers named therein, pursuant to which the Company issued and sold in a registered direct offering, (i) 7,450,000 shares of the Company’s Common Stock at an offering price of $0.20 per share and (ii) an aggregate of 1,500,000 pre-funded warrants exercisable for shares of Common Stock (the “Second Pre-Funded Warrants”) at an offering price of $0.19 per Second Pre-Funded Warrant (the offering of the shares of Common Stock and the Second Pre-Funded Warrants, the “Second Offering”). The Company received gross proceeds of approximately $1,790 in connection with the Second Offering, before deducting financial advisory consultant fees and related offering expenses. The Second Pre-Funded Warrants were sold to the purchasers to the extent that a purchaser's subscription of shares of Common Stock in the Second Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, in certain cases, 9.99)% of the Company’s outstanding Common Stock immediately following the consummation of the Second Offering, in lieu of shares of Common Stock. Each Second Prefunded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.01 per share. The Second Pre-Funded Warrants were exercisable immediately and may be exercised at any time until the Second Pre-Funded Warrants are exercised in full. All of the Second Pre-Funded Warrants have been exercised. On March 27, 2020, the Company entered into a Securities Purchase Agreement (the “Third Purchase Agreement”) with certain purchasers named therein, pursuant to which the Company issued and sold, in a registered direct offering, (i) 7,895,000 shares of the Company’s Common Stock, at an offering price of $0.20 per share and (ii) an aggregate of 2,105,000 pre-funded warrants exercisable for shares of Common Stock (the “Third Pre-Funded Warrants”) at an offering price of $0.19 per Third Pre-Funded Warrant (the offering of the shares of Common Stock and the Third Pre-Funded Warrants, the “Third Offering”). The Company received gross proceeds of approximately $2,000 in connection with the Third Offering, before deducting financial advisory consultant fees and related offering expenses. The Third Pre-Funded Warrants were sold to the purchasers to the extent that a purchaser’s subscription of shares of Common Stock in the Third Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, in certain cases, 9.99)% of the Company’s outstanding Common Stock immediately following the consummation of the Third Offering, in lieu of shares of Common Stock. Each Third Prefunded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.01 per share. The Third Pre-Funded Warrants were exercisable immediately and may be exercised at any time until the Third Pre-Funded Warrants are exercised in full. All of the Third Pre-Funded Warrants have been exercised. On April 6, 2020, the Company entered into a Securities Purchase Agreement (the “Fourth Purchase Agreement”) with certain purchasers named therein, pursuant to which the Company issued and sold, in a registered direct offering, (i) 12,418,179 shares of the Company’s Common Stock at an offering price of $0.22 per share and (ii) an aggregate of 1,445,454 pre-funded warrants exercisable for shares of Common Stock (the “Fourth Pre-Funded Warrants”) at an offering price of $0.21 per Pre-Funded Warrant (the offering of the shares of Common Stock and the Pre-Funded Warrants, the “Fourth Offering”). The Company received gross proceeds of approximately $3.05 million in connection with the Fourth Offering, before deducting financial advisory consultant fees and related offering expenses. The Fourth Pre-Funded Warrants were sold to the purchasers to the extent that a purchaser’s subscription of shares of Common Stock in the Fourth Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, in certain cases, 9.99)% of the Company’s outstanding Common Stock immediately following the consummation of the Fourth Offering, in lieu of shares of Common Stock. Each Fourth Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.01 per share. The Fourth Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Fourth Pre-Funded Warrants are exercised in full.

Accounting and Reporting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting and Reporting Policies

Basis of presentation and principles of consolidation

(a) Basis of presentation and principles of consolidation

Use of estimates

(b) Use of estimates

Translation into United States dollars

Cash and cash equivalents

(d) Cash and cash equivalents

Derivative instruments

(e) Derivative instruments

Inventory

(f) Inventory

Intangible assets

(g) Intangible assets

Long-lived assets (other than intangible assets)

(h) Long-lived assets (other than intangible assets)

Goodwill

(i) Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Lease liabilities

(j) Lease liabilities

Restricted cash and other assets

(k) Restricted cash and other assets

Revenue recognition

(l) Revenue recognition

Gift cards and customer rewards program

(m) Gift cards and customer rewards program

Segment reporting

(n) Segment reporting

Pre-opening costs

(o) Pre-opening costs

Cost of sales

(p) Cost of sales

Cost of sales consists of store-level costs. Store-level costs include all costs that are directly attributable to the store operations and include:

payroll and related benefits for store operations and store-level management;

rent, percentage rent and occupancy costs;

the cost of merchandise;

freight, shipping and handling costs;

production costs;

inventory shortage and valuation adjustments, including purchase price allocation increase in fair values which was recorded as part of acquisition; and

costs associated with sourcing operations.

Stock-based compensation

(q) Stock-based compensation

Income taxes

(r) Income taxes

Noncontrolling interests

(s) Noncontrolling interests

Net loss per common share

(t) Net loss per common share

Commitments and contingencies

(u) Commitments and contingencies

Reclassification

(v) Reclassification

Fair value measurements

(w) Fair value measurements

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

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

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

Recently Adopted Accounting Pronouncements Policy

(x) Recently adopted accounting pronouncements

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

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

Recently issued accounting pronouncements

(y) Recently issued accounting pronouncements

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement

Net Loss per Share of Common Stock (Tables)

12 Months Ended

Dec. 31, 2019

Net Loss per Share of Common Stock*

Schedule of computation of basic and diluted net losses per common share

The table below presents the computation of basic and diluted net losses per common share:


	For the years ended December 31,
	2019		2018
Basic numerator:
Net loss from continuing operations attributable to common shareholders	$	(21,223)	$	(36,090)
Net loss from discontinued operations attributable to common shareholders		—		(1,115)
Net loss attributable to common shareholders	$	(21,223)	$	(37,205)
Basic denominator:
Basic shares of Common Stock outstanding*		4,903,331		1,453,635
Basic loss per share of Common Stock from continuing operations	$	(4.33)	$	(24.83)
Basic loss per share of Common Stock from discontinued operations		—		(0.77)
Basic net loss per share of Common Stock	$	(4.33)	$	(25.60)

Diluted numerator:
Net loss from continuing operations attributable to shares of Common Stock	$	(21,223)	$	(36,090)
Net loss from discontinued operations attributable to shares of Common Stock		—		(1,115)
Net loss attributable to the Company	$	(21,223)	$	(37,205)

Diluted denominator:
Diluted shares of Common Stock outstanding*		4,903,331		1,453,635
Diluted loss per share of Common Stock from continuing operations	$	(4.33)	$	(24.83)
Diluted loss per share of Common Stock from discontinued operations		—		(0.77)
Diluted net loss per share of Common Stock	$	(4.33)	$	(25.60)

Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact*:
Both vested and unvested options outstanding to purchase an equal number of shares of Common Stock of the Company		137,892		101,979
Vested and unvested RSUs to issue an equal number of shares of Common Stock of the Company		—		17,750
Warrants to purchase an equal number of shares of Common Stock of the Company		3,388,115		703,670
Preferred stock on an as converted basis		1,965,491		6,364,328
Conversion feature of debt		4,750,000		217,500
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share		10,241,498		7,405,227

Reverse Stock Split

* All December 31, 2018 share amounts have been adjusted to reflect the impact of the 1:20 reverse stock split.

Cash, Cash Equivalents, and Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2019

Cash, Cash Equivalents, and Restricted Cash

Schedule of cash, cash equivalents, and restricted cash


	December 31,
	2019		2018
Cash denominated in United States dollars	$	890	$	2,000
Cash denominated in currency other than United States dollars		1,048		1,143
Credit and debit card receivables		246		260
	$	2,184	$	3,403

Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2019

Other Current Assets

Schedule of other current assets

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


	December 31,
	2019		2018
Prepaid expenses	$	984	$	1,204
Other		118		370
Total other current assets	$	1,102	$	1,574

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2019

Property and Equipment

Schedule of Public Utility Property, Plant, and Equipment


	December 31,
	2019		2018		Useful Life
Leasehold improvements	$	16,102	$	18,932	Average 5-8 years
Furniture and fixtures		863		1,264	3-4 years
Other operating equipment		1,305		2,322	Maximum 5 years
		18,270		22,518
Accumulated depreciation		(10,206)		(10,723)
Total property and equipment, net	$	8,064	$	11,795

Other Assets (Tables)

12 Months Ended

Dec. 31, 2019

Other Assets

Schedule of other assets

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


	December 31, 2019		December 31, 2018
Cost method investments	$	484	$	2,482
Lease deposits		755		894
Other assets	$	1,239	$	3,376

Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2019

Intangible Assets and Goodwill

Schedule of company's intangible assets

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


	December 31, 2019						December 31, 2018

			Accumulated						Accumulated
	Gross		Amortization		Net		Gross		Amortization		Net
	Carrying		and		Carrying		Carrying		and		Carrying
	Amount		Impairment		Amount		Amount		Impairment		Amount
Trade name	$	13,309	$	(6,709)	$	6,600	$	13,309	$	(4,485)	$	8,824
Customer relationships		312		(312)		—		312		(312)		—
Software		312		(129)		183		312		(69)		243
Patents		26,897		(26,897)		—		26,897		(26,797)		100
Total intangible assets	$	40,830	$	(34,047)	$	6,783	$	40,830	$	(31,663)	$	9,167

Schedule of estimated amortization expense

Estimated amortization expense for the Company’s intangible assets at December 31, 2019 is as follows:


Years ending December 31,	Amount
2020	$	2,278
2021		2,278
2022		2,227
Total	$	6,783

Leases (Tables)

12 Months Ended

Dec. 31, 2019

Leases

Schedule of company's current and long-term operating lease liabilities


Operating lease liabilities, January 1, 2019	$	10,809
New leases entered into		770
Extension of term of existing lease obligations		986
Termination of existing qualifying leases		(447)
Amortization of lease obligation		(2,623)
Operating lease liabilities, December 31, 2019	$	9,495

Schedule of future minimum commitments

As of December 31, 2019, future minimum operating leases commitments are as follows:


Calendar Years ending December 31,	Amount
2020	$	3,476
2021		2,952
2022		2,236
2023		1,314
2024		664
Thereafter		625
Total future lease payments		11,267
Less: interest expense at incremental borrowing rate		(1,772)
Net present value of lease liabilities	$	9,495

Schedule of other assumptions and pertinent information


Weighted average remaining lease term:		4.8	years
Weighted average discount rate used to determine present value of operating lease liability:		11.0	%
Cash paid for lease obligations during the year ended December 31, 2019:	$	3,867

Long-term Notes and Convertible Notes (Tables)

12 Months Ended

Dec. 31, 2019

Long-term Notes and Convertible Notes

Schedule of total debt

Total debt as of December 31, 2019 and 2018 is comprised of the following:


	December 31, 2019		December 31, 2018
B3D Note, net of unamortized debt discount of $2,420 at December 31, 2019	$	4,580	$	6,500
5% Secured Convertible Notes		—		1,986
Calm Note, net of unamortized debt discount of $1,318		1,182		—
Total debt	$	5,762	$	8,486

Preferred Stock and Warrants (Tables)

12 Months Ended

Dec. 31, 2019

Preferred Stock and Warrants

Schedule of information about all warrant activity

The following table summarizes information about all warrant activity during the year ended December 31, 2019:


		Exercise
	No. of warrants*	price range*
December 31, 2018	703,669	$	12.40 – 100.00
Granted	4,628,195	$	.01 - 2.00
Exercised	(1,748,869)	$	.01
Expired	(194,880)	$	.01 - 12.40
December 31, 2019	3,388,115	$	2.00 - 100.00

Schedule of outstanding derivative & equity warrants

The Company’s outstanding equity warrants as of December 31, 2019 consist of the following:


				Remaining
	No. outstanding*	Exercise price*		contractual life	Expiration Date
October 2015 Warrants	2,500	$	5.00	1.29 years	April 15, 2021
December 2016 Warrants	124,990	$	3.00	1.98 years	December 23, 2021
Outstanding as of December 31, 2019	127,490

The Company’s outstanding derivative warrants as of December 31, 2019 consist of the following:


				Remaining
	No. outstanding*	Exercise price*		contractual life	Expiration Date
May 2015 Warrants	26,875	$	3.00	0.34 years	May 4, 2020
Class A Warrants	2,296,250	$	2.48	3.38 years	November 17, 2023
Calm Warrants	937,500	$	2.00	4.52 years	July 8, 2024
	3,260,625

* Amounts outstanding on or before December 31, 2018 were adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2019

Fair Value Measurements.

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

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 December 31, 2019 and 2018:


			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
As of December 31, 2019:	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)

Class A Warrants	$	778	$	—	$	—	$	778
Calm Warrants		382		—		—		382
Calm Conversion Option		216		—		—		216
B3D Conversion Option		1,761		—		—		1,761
Total	$	3,137		—		—	$	3,137
As of December 31, 2018:

Class A Warrants	$	476	$	—	$	—	$	476
Class B Warrants		—		—		—		—
Total	$	476	$	—	$	—	$	476

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

The following table summarizes the changes in the Company’s derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the year ended December 31, 2019:


December 31, 2018	$	476
Fair value of derivative liabilities derived from issuance of Calm and B3D Notes		4,142
Issuance of warrants		689
Mark to market of warrants and conversion options		(2,170)
December 31, 2019	$	3,137

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

As of December 31, 2019:


Description	Valuation technique	Unobservable inputs	Range
Class A Warrants	Monte Carlo Method	Volatility	65.20	%
		Risk-free interest rate	1.67	%
		Expected term, in years	3.38
		Dividend yield	0.00	%


Description	Valuation technique	Unobservable inputs	Range
Calm Warrants	Monte Carlo Method	Volatility	66.90	%
		Risk-free interest rate	1.62	%
		Expected term, in years	4.52
		Dividend yield	0.00	%


Description	Valuation technique	Unobservable inputs	Range
Calm Conversion option	Monte Carlo Method	Volatility	66.90	%
		Risk-free interest rate	1.75	%
		Expected term, in years	2.41
		Dividend yield	0.00	%


Description	Valuation technique	Unobservable inputs	Range
B3D Conversion option	Monte Carlo Method	Volatility	65.70	%
		Risk-free interest rate	1.62	%
		Expected term, in years	1.42
		Dividend yield	0.00	%

As of December 31, 2018:


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


Description	Valuation technique	Unobservable inputs	Range
Class B Warrants	Black-Scholes-Merton	Volatility	84.02	%
		Risk-free interest rate	2.98	%
		Expected term, in years	0.12
		Dividend yield	0.00	%

Assets and Liabilities Measured at Fair Value on Nonrecurring Basis

The following table presents the placement in the fair value hierarchy of the Marathon Common Stock measured at fair value on a nonrecurring basis as of the Transaction Date:


			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
December 31, 2018	$	23	$	23	$	—	$	—

December 31, 2019	$	—	$	—	$	—	$	—

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation


January 11, 2018	$	450
Carrying value of Marathon Common Stock sold		(279)
Decrease in fair value of the Marathon Common Stock		(148)
December 31, 2018	$	23

December 31, 2018	$	23
Carrying value of Marathon Common Stock sold		(23)
December 31, 2019	$	—

Fair Value, Assets Measured on Recurring Basis


			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
December 31, 2019:
Contingent consideration	$	315	$	—	$	—	$	315
December 31, 2018:
Contingent consideration	$	315	$	—	$	—	$	315

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

Stock-based Compensation

Schedule of Fair value of stock options estimated

The following variables were used as inputs in the model:


Share price of the Company’s Common Stock on the grant date:	$	4.20
Exercise price:	$	4.20
Expected volatility:		72	%
Expected dividend yield:		—	%
Annual average risk-free rate:		2.5	%
Expected term:		5.25-6.25	years

Stock Options and Restricted Stock Units Activity

The following tables summarize information about stock options and RSU activity during the year ended December 31, 2019:


	RSUs			Stock options
		Weighted			Weighted
		average			average		Exercise
	No. of	grant date		No. of	exercise		price
	RSUs*	fair value*		options*	price*		range*
Outstanding as of December 31, 2018	17,750	$	0.60	101,979	$	99.80	$	22.00–820.00
Granted	—	$	—	107,500	$	4.20	$	4.20
Exercised	(14,750)	$	0.60	—	$	—	$	—
Forfeited/Expired	(3,000)	$	0.60	(71,587)	$	112.13	$	22.00–820.00
Outstanding as of December 31, 2019	—	$	—	137,892	$	275.79	$	4.20–820.00
Exercisable as of December 31, 2019	—	$	—	62,892	$	404.00	$	4.20–820.00
Expected to vest as of December 31, 2019	—	$	—	75,000	$	4.20	$	4.20

The weighted average remaining contractual term for options outstanding as of December 31, 2019 was between 5.25 and 6.25 years.

* Balances as of December 31, 2018 were adjusted to reflect the impact of the 1:20 reverse stock split that became effective on February 22, 2019.

Segment Information (Tables)

12 Months Ended

Dec. 31, 2019

Segment Information

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


	For the years ended
	December 31,
	2019		2018
Revenue
United States	$	43,455	$	44,738
All other countries		5,060		5,356
Total revenue	$	48,515	$	50,094
Long-lived Assets
United States	$	15,125	$	14,331
All other countries		2,886		1,327
Total long-lived assets	$	18,011	$	15,658

Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2019

Accounts Payable, Accrued Expenses and Other Current Liabilities

Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities

As of December 31, 2019, and 2018, the Company’s accounts payable, accrued expenses and other current liabilities were comprised of the following:


	December 31,
	2019		2018
Accounts payable and accrued expenses	$	7,069	$	4,632
Litigation accrual		1,800		250
Accrued compensation		1,162		1,126
Accrued insurance		714		897
Other		1,806		1,267
Total accounts payable, accrued expenses and other current liabilities	$	12,551	$	8,172

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

12 Months Ended

Dec. 31, 2019

Discontinued Operations and Assets and Liabilities Held for Disposal

Schedule of consolidated net loss from discontinued operations


	For the years ended December 31,
	2019		2018
Revenue	$	—	$	2,834
Cost of sales		—		(2,305)
Depreciation and amortization		—		(131)
Impairment		—		—
General and administrative		—		(1,190)
Loss on disposal		—		(301)
Non-operating expense		—		(22)
Loss from discontinued operations before income taxes		—		(1,115)
Income tax expense		—		—
Net 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

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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Taxes

Schedule of Income before Income Tax, Domestic and Foreign

For the years ended December 31, 2019 and 2018, the loss from continuing operations before income taxes consisted of the following:


	2019		2018
Domestic	$	(21,567)	$	(36,506)
Foreign		891		597
	$	(20,676)	$	(35,909)

Schedule of Components of Income Tax Expense (Benefit)

Income tax expense attributable to continuing operations for the years ended December 31, 2019 and 2018 consisted of the following:


	For the years ended December 31,
	2019		2018
Continuing operations
Current:
Federal	$	(167)	$	(6)
State		(6)		22
Foreign		27		22
Deferred:
Federal		—		(316)
	$	(146)	$	(278)

Schedule of Effective Income Tax Rate Reconciliation


	For the years ended December 31,
	2019			2018
Loss from continuing operations before income taxes	$	(20,676)		$	(35,909)
Tax rate		21	%		21	%

Computed “expected” tax benefit		(4,342)			(7,541)
State taxes, net of federal income tax benefit		(944)			(1,422)
Change in valuation allowance		3,039			7,539
Nondeductible expenses		607			242
Other items		1,494			904
Income tax benefit for continuing operations	$	(146)		$	(278)

Schedule of Deferred Tax Assets and Liabilities


	December 31,
	2019		2018
Deferred income tax assets
Net operating loss carryforwards	$	41,985	$	39,972
Stock-based compensation		4,642		4,468
Intangible assets and other		5,161		4,308
Net deferred income tax assets		51,788		48,748
Less:
Valuation allowance		(51,788)		(48,748)
Net deferred income tax assets	$	—	$	—

Summary of Valuation Allowance


As of January 1, 2018	$	41,209
Charged to cost and expenses – continuing operations		8,300
Charged to cost and expenses – discontinued operations		342
Return to provision true-up and other		(1,103)
As of December 31, 2018		48,748
Charged to cost and expenses – continuing operations		4,842
Return to provision true-up and other		(1,802)
As of December 31, 2019	$	51,788

General (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Common Stock, Par or Stated Value Per Share		$ 0.01	$ 0.01
Operating lease right of use assets, net		$ 8,254
Long-lived assets and right-of-use assets		16,318
Cash and cash equivalents		2,184	$ 3,403
Total current assets		3,933	5,759
Accounts payable, accrued expenses and other current liabilities		12,551	8,172
Working Capital Deficiency		12,287	10,899
Current portion of operating lease liabilities		3,669
Revenues		$ 48,515	$ 50,094
Subsequent event
Gross proceeds	$ 9,440

Accounting and Reporting Policies (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Operating Lease, Right-of-Use Asset	$ 8,254
Operating Lease, Liability	9,495		$ 10,809
Accounting Standards Update 2018-02 [Member]
Operating Lease, Right-of-Use Asset	$ 10,809	$ 10,809

Accounting and Reporting Policies - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accounting and Reporting Policies
Revenue	$ 1,206	$ 800

Net Loss per Share of Common Stock (Computation of basic and diluted net losses per common share) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Earnings Per Share Disclosure
Net loss attributable to the Company	$ (21,223)	$ (37,205)
Basic shares of Common Stock outstanding*	4,903,331	1,453,635
Diluted shares of Common Stock outstanding*	4,903,331	1,453,635
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	10,241,498	7,405,227
Basic Numerator [Member]
Earnings Per Share Disclosure
Net loss from continuing operations attributable to shares of Common Stock	$ (21,223)	$ (36,090)
Net loss from discontinued operations attributable to shares of Common Stock		(1,115)
Net loss attributable to common shareholders	$ (21,223)	$ (37,205)
Basic Denominator [Member]
Earnings Per Share Disclosure
Basic shares of Common Stock outstanding*	4,903,331	1,453,635
Basic loss per share of Common Stock from continuing operations	$ (4.33)	$ (24.83)
Basic loss per share of Common Stock from discontinued operations		(0.77)
Basic net loss per share of Common Stock	$ (4.33)	$ (25.60)
Diluted Numerator [Member]
Earnings Per Share Disclosure
Net loss from continuing operations attributable to shares of Common Stock	$ (21,223)	$ (36,090)
Net loss from discontinued operations attributable to shares of Common Stock		(1,115)
Net loss attributable to the Company	$ (21,223)	$ (37,205)
Diluted Denominator [Member]
Earnings Per Share Disclosure
Diluted shares of Common Stock outstanding*	4,903,331	1,453,635
Diluted loss per share of Common Stock from continuing operations	$ (4.33)	$ (24.83)
Diluted loss per share of Common Stock from discontinued operations		(0.77)
Diluted net loss per share of Common Stock	$ (4.33)	$ (25.60)
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	1,965,491	6,364,328
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	137,892	101,979
Unvested Restricted Stock Units ("RSU") [Member]
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share		17,750
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	3,388,115	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	4,750,000	217,500

Net Loss per Share of Common Stock (Additional Information) (Details)	12 Months Ended
	Dec. 31, 2018
Net Loss per Share of Common Stock*
Stockholders' Equity, Reverse Stock Split	1:20

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash, Cash Equivalents, and Restricted Cash
Cash denominated in United States dollars	$ 890	$ 2,000
Cash denominated in currency other than United States dollars	1,048	1,143
Credit and debit card receivables	246	260
Total cash, cash equivalents, and restricted cash	$ 2,635	$ 3,890	$ 6,855

Cash, Cash Equivalents, and Restricted Cash (Additional Information) (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Cash, Cash Equivalents, and Restricted Cash
Credit card receivables	$ 246	$ 260
Amount of cash in overseas accounts	1,048	1,143
Restricted cash	451	$ 487
Amount of decrease in the united states dollars	$ 1,110

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Other Current Assets
Prepaid expenses	$ 984	$ 1,204
Other	118	370
Total other current assets	$ 1,102	$ 1,574

Property and Equipment (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment, Gross		$ 18,270	$ 22,518
Accumulated depreciation		(10,206)	(10,723)
Property, Plant and Equipment, Net		8,064	11,795
Impairment of Leasehold		620
Gain (Loss) on Termination of Lease	$ 421	(447)
Impairment/disposal of assets		$ 1,844	$ 2,100
Discount rate		9.00%	11.24%
Capitalized cost expensed		$ 231
Write off of assets		109
Impairment of long-lived asset		1,844	$ 2,100
Depreciation expense		3,821	4,945
Leasehold Improvements [Member]
Property, Plant and Equipment, Gross		$ 16,102	18,932
Leasehold Improvements [Member] \| Minimum
Property, Plant and Equipment, Useful Life		5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment, Gross		$ 863	1,264
Furniture and Fixtures [Member] \| Minimum
Property, Plant and Equipment, Useful Life		3 years
Other Operating Equipment [Member]
Property, Plant and Equipment, Gross		$ 1,305	$ 2,322
Property, Plant and Equipment, Useful Life		5 years

Other Assets - Consolidated Condensed Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Other Assets
Cost method investments	$ 484	$ 2,482
Lease deposits	755	894
Other assets	$ 1,239	$ 3,376

Other Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Jan. 31, 2018
Cost Method Investments		$ 484	$ 2,482
Impairment of cost investments		1,984	0
Other Asset Impairment Charges		1,141
Proceeds from Sale of Other Investments			200
Leveraged Lease Investment		755	894
Fli Charge
Impairment loss on cost method investment		47
Marathon Patent Group Inc [Member]
Cost Method Investments		450	$ 279	$ 23
Cost Method Investments Number Of Shares Sold			205,646
Proceeds from Sale of Other Investments		14	$ 200
Cost Method Investments, Fair Value Disclosure			450
Cost-method Investments, Other than Temporary Impairment			$ 148
Infomedia Services Limited [Member]
Cost Method Investments		787
Route1 Inc [Member]
Cost Method Investments		$ 484
Other Asset Impairment Charges	$ 1,141

Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 40,830	$ 40,830
Accumulated Amortization and Impairment	(34,047)	(31,663)
Net Carrying Amount	6,783	9,167
Trade name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,309	13,309
Accumulated Amortization and Impairment	(6,709)	(4,485)
Net Carrying Amount	6,600	8,824
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	312	312
Accumulated Amortization and Impairment	(312)	(312)
Net Carrying Amount	0
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	312	312
Accumulated Amortization and Impairment	(129)	(69)
Net Carrying Amount	183	243
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	26,897	26,897
Accumulated Amortization and Impairment	(26,897)	(26,797)
Net Carrying Amount	$ 0	$ 100

Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
2020	$ 2,278
2021	2,278
2022	2,227
Total	$ 6,783	$ 9,167

Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Amortization And Impairment Of Intangible Assets	$ 2,303	$ 2,453
Goodwill, Impairment Loss	19,630
Patents
Finite-Lived Intangible Assets [Line Items]
Write off of the net book value of patents	$ 85
Trade name [Member]
Finite-Lived Intangible Assets [Line Items]
Expected useful lives (in years)	6 years
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Expected useful lives (in years)	3 years

Leases - Additional Information (Details) $ in Thousands	12 Months Ended
Leases - Additional Information (Details) $ in Thousands	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Leases
Incremental borrowing rate	9.00%	11.24%
Number of leases where the entity exercise its option to extend the term	2
Variable Lease, Payment	$ 3,025	$ 2,769
Impairment expense	1,217
Operating Leases, Rent Expense, Net	$ 8,175	$ 8,405

Leases - Summary of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2019
Leases
Operating lease liabilities, January 1, 2019		$ 10,809
New leases entered into		770
Extension of term of existing lease obligations		986
Termination of existing qualifying leases	$ 421	(447)
Amortization of lease obligation		(2,623)
Operating lease liabilities, December 31, 2019		$ 9,495

Leases - Future Minimum Commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Leases
2020	$ 3,476
2021	2,952
2022	2,236
2023	1,314
2024	664
Thereafter	625
Total future lease payments	11,267
Less: interest expense at incremental borrowing rate	(1,772)
Net present value of lease liabilities	$ 9,495	$ 10,809

Leases - Other Assumptions and Pertinent Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Leases
Weighted average remaining lease term (years)	4 years 9 months 18 days
Weighted average discount rate used to determine present value of operating lease liability:	11.00%
Cash paid for lease obligations during the year ended December 31, 2019:	$ 3,867

Long-term Notes and Convertible Notes (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Total debt	$ 5,762		$ 8,486
Interest rate (as a percent)		5.00%
B3D Note, net
Debt Instrument [Line Items]
Total debt	4,580		6,500
Unamortized Debt Issuance Expense	2,420
5% Secured Convertible Notes
Debt Instrument [Line Items]
Total debt			$ 1,986
Interest rate (as a percent)			5.00%
Calm Note.net
Debt Instrument [Line Items]
Total debt	1,182
Unamortized Debt Issuance Expense	$ 1,318

Long-term Notes and Convertible Notes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended		6 Months Ended	12 Months Ended
	Jul. 08, 2019	Jun. 27, 2019	May 15, 2018	Jul. 31, 2019	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Jul. 09, 2019
Debt Instrument, Interest Rate, Stated Percentage					5.00%
Common Stock, Par or Stated Value Per Share						$ 0.01	$ 0.01	$ 0.01
Accretion Expense							$ 958	$ 0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights						937,500	937,500
Induced Conversion of Convertible Debt Expense							$ 1,584	$ 0
Exercise price per warrant						$ 2.00	$ 2.00
Share Price						0.67	0.67
Debt Instrument, Convertible, Conversion Price						$ 0.175	$ 0.175
Calm Private Placement
Debt Instrument, Face Amount	$ 2,500
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	937,500
B3D Note, net
Debt Instrument, Interest Rate, Stated Percentage	11.24%
Debt Instrument, Face Amount	$ 6,500
Credit agreement with B3D, LLC
Debt Instrument, Face Amount	$ 7,000
Debt Instrument, Debt Default, Percent	9.00%
Certificate of Elimination of Series B Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.01
Convertible common stock \| Third amendment agreement
Debt Conversion, Converted Instrument, Shares Issued		586,389			586,389
5% Secured Convertible Notes
Debt Instrument, Interest Rate, Stated Percentage								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 \| Third amendment agreement
Induced Conversion of Convertible Debt Expense		$ 1,584
5% Secured Convertible Notes \| Convertible common stock \| Third amendment agreement
Debt Instrument, Convertible, Conversion Price		$ 2.48
B3D Note, net
Fair Value Assigned to Conversion Option	$ 2,774
Fair Value Assigned to Note	4,226
Revaluation Gain On Conversion Option Marked to Market							$ 1,012
Accretion Expense							724
Debt Issuance Costs, Net						$ 370	$ 370		$ 500
Amortization of Debt Issuance Costs						130
Revised Rate for interest							9.00%
Amortization of Debt Issuance Costs						130
Calm Note.net
Fair Value Assigned to Conversion Option	351
Fair Value Assigned to Note	$ 1,131
Revaluation Gain On Conversion Option Marked to Market							$ 771
Accretion Expense							235
Debt Issuance Costs, Net						222	222
Amortization of Debt Issuance Costs						235
Write off of Deferred Debt Issuance Cost							184
Payments For Interest Expenses							19
Amortization of Debt Issuance Costs						$ 235
Write off of Deferred Debt Issuance Cost							184
Debt Instrument, Convertible, Conversion Price	$ 3.10
Class A Warrants \| 5% Secured Convertible Notes
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			357,863
Debt Instrument, Convertible, Conversion Price			$ 12.40
Class B Warrants \| 5% Secured Convertible Notes
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			178,932
Debt Instrument, Convertible, Conversion Price			$ 12.40
June 2019 Class A Warrants
Debt Conversion, Converted Instrument, Shares Issued					356,772
Exercise price per warrant					$ 0.01
June 2019 Class A Warrants \| Third amendment agreement
Debt Conversion, Converted Instrument, Shares Issued		356,772
Exercise price per warrant		$ 0.01
Warrant Appraised Value							689
Warrant Expense							$ 689
June 2019 Class A Warrants \| Convertible common stock
Debt Conversion, Converted Instrument, Warrants or Options Issued				354,502
June 2019 Class A Warrants \| Convertible common stock \| Third amendment agreement
Debt Conversion, Converted Instrument, Shares Issued				354,502
Minimum
Exercise price per warrant						$ 2.00	$ 2.00	$ 12.40

Long-term Notes and Convertible Notes - Calm Note (Details) - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
	Apr. 17, 2020	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Jul. 08, 2019
Debt Instrument [Line Items]
Accretion Expense			$ 958	$ 0
Calm Note.net
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			771
Debt Issuance Costs, Net		$ 222	222
Payments For Interest Expenses			19
Payment of Interest in Form of Series E Preferred Stock			31
Beneficially ownership percentage	4.99%
Amortization of Debt Issuance Costs		$ 235
Accretion Expense			$ 235

Preferred Stock and Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended			3 Months Ended	12 Months Ended
	Jun. 27, 2019	Jul. 31, 2019	Jun. 30, 2019	May 31, 2018	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Jul. 08, 2019	Jul. 07, 2019	May 15, 2018
Debt Instrument, Convertible, Conversion Price						$ 0.175
Interest rate (as a percent)			5.00%
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants					$ 1,131	$ 17	$ 0
Stockholders' Equity, Reverse Stock Split							1:20
Warrants to purchase shares of common stock						937,500
Exercise price of warrants						$ 2.00
Warrants term						5 years
June 2019 Class A Warrants
Shares issued on conversion of convertible notes			356,772
Exercise price of warrants			$ 0.01
Third amendment agreement \| June 2019 Class A Warrants
Shares issued on conversion of convertible notes	356,772
Exercise price of warrants	$ 0.01
5% Secured Convertible Notes
Debt Instrument, Convertible, Conversion Price	$ 12.40
Interest rate (as a percent)							5.00%
5% Secured Convertible Notes \| Class A Warrants
Debt Instrument, Convertible, Conversion Price										$ 12.40
Warrants to purchase shares of common stock										357,863
Warrants
Stockholders' Equity, Reverse Stock Split						1:20
Series E Convertible Preferred Stock
Debt Instrument, Convertible, Conversion Price								$ 2.00
Interest rate (as a percent)								10.00%
Preferred Stock, Shares Authorized								2,397,060
Series F Convertible Preferred Stock
Number of shares issued				8,996
Preferred stock, par value				$ 0.01
Preferred stock, stated value				$ 100
Appraised at a fair value, preferred stock				$ 1,154
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants				$ 1,131
Convertible common stock \| June 2019 Class A Warrants
Warrants issued on conversion of convertible notes		354,502
Convertible common stock \| Third amendment agreement
Shares issued on conversion of convertible notes	586,389		586,389
Convertible common stock \| Third amendment agreement \| June 2019 Class A Warrants
Shares issued on conversion of convertible notes		354,502
Convertible common stock \| 5% Secured Convertible Notes \| Third amendment agreement
Debt Instrument, Convertible, Conversion Price	$ 2.48
Certificate of Elimination of Series B Preferred Stock [Member]
Preferred stock, par value								$ 0.01
Preferred Stock, Shares Authorized								0	1,609,167
Series D Convertible Preferred Stock Amendment and December 2016 Warrant Amendment
Debt Instrument, Convertible, Conversion Price								$ 2.00
Interest rate (as a percent)								10.00%
December 2016 Warrant Amendment
Debt Instrument, Convertible, Conversion Price								$ 2.00

Preferred Stock and Warrants - Schedule Of Changes In Warrants Activity (Details)	12 Months Ended
	Dec. 31, 2019 $ / shares shares
Exercise price
Exercised (in dollars per share)	$ 0.01
Balance at the end (in dollars per share)	2.00
Exercise price range, Expired	0
Minimum
Exercise price
Balance at the beginning (in dollars per share)	12.40
Granted (in dollars per share)	0.01
Expired (in dollars per share)	0.01
Balance at the end (in dollars per share)	2.00
Maximum
Exercise price
Balance at the beginning (in dollars per share)	100.00
Granted (in dollars per share)	2.00
Expired (in dollars per share)	12.40
Balance at the end (in dollars per share)	$ 100.00
Warrants
Warrants [Line Items]
Balance at the beginning \| shares	703,669
Granted \| shares	4,628,195
Exercised \| shares	(1,748,869)
Expired \| shares	(194,880)
Balance at the end \| shares	3,388,115

Preferred Stock and Warrants - Schedule of Warrants Outstanding (Details)	12 Months Ended
	Dec. 31, 2019 $ / shares shares
Warrants [Line Items]
Exercise price \| $ / shares	$ 2.00
Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding	127,490
Outstanding Derivative Warrants
Warrants [Line Items]
No. outstanding	3,260,625
October 2015 Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding	2,500
Exercise price \| $ / shares	$ 5.00
Remaining contractual life	1 year 3 months 15 days
Expiration Date	April 15, 2021
December 2016 Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding	124,990
Exercise price \| $ / shares	$ 3.00
Remaining contractual life	1 year 11 months 23 days
Expiration Date	December 23, 2021
May 2015 Warrants [Member] \| Outstanding Derivative Warrants
Warrants [Line Items]
No. outstanding	26,875
Exercise price \| $ / shares	$ 3.00
Remaining contractual life	4 months 2 days
Expiration Date	May 4, 2020
Class A Warrants \| Outstanding Derivative Warrants
Warrants [Line Items]
No. outstanding	2,296,250
Exercise price \| $ / shares	$ 2.48
Remaining contractual life	3 years 4 months 17 days
Expiration Date	November 17, 2023
Calm Warrants \| Outstanding Derivative Warrants
Warrants [Line Items]
No. outstanding	937,500
Exercise price \| $ / shares	$ 2.00
Remaining contractual life	4 years 6 months 7 days
Expiration Date	July 8, 2024

Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Liabilities
Derivative liabilities	$ 3,137	$ 476
Calm conversion option
Liabilities
Derivative liabilities	216
B3D conversion option
Liabilities
Derivative liabilities	1,761
Class A Warrants
Liabilities
Derivative liabilities	778	476
Calm Warrants
Liabilities
Derivative liabilities	382
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] \| Class A Warrants
Liabilities
Derivative liabilities	0	0
Fair Value, Inputs, Level 1 [Member] \| Calm Warrants
Liabilities
Derivative liabilities	0
Fair Value, Inputs, Level 1 [Member] \| Class B 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] \| Class A Warrants
Liabilities
Derivative liabilities	0	0
Fair Value, Inputs, Level 2 [Member] \| Calm Warrants
Liabilities
Derivative liabilities	0
Fair Value, Inputs, Level 2 [Member] \| Class B Warrants
Liabilities
Derivative liabilities		0
Fair Value, Inputs, Level 3 [Member]
Liabilities
Derivative liabilities	3,137	476
Fair Value, Inputs, Level 3 [Member] \| Calm conversion option
Liabilities
Derivative liabilities	216
Fair Value, Inputs, Level 3 [Member] \| B3D conversion option
Liabilities
Derivative liabilities	1,761
Fair Value, Inputs, Level 3 [Member] \| Class A Warrants
Liabilities
Derivative liabilities	778	$ 476
Fair Value, Inputs, Level 3 [Member] \| Calm Warrants
Liabilities
Derivative liabilities	$ 382

Fair Value Measurements - Changes in Company's Derivative Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Derivative Liability, Beginning period	$ 476
Issuance of warrants	689	$ 64
Derivative Liability, Ending period	3,137	476
Fair Value, Inputs, Level 3 [Member]
Derivative Liability, Beginning period	476
Fair value of derivative liabilities derived from issuance of Calm and B3D Notes	4,142
Issuance of warrants	689
Mark to market of warrants and conversion options	(2,170)
Derivative Liability, Ending period	$ 3,137	$ 476

Fair Value Measurements - Derivative Warrant Liabilities Based Upon Sensitivity and Nature of Inputs (Details) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share price	$ 0.67
Conversion price	0.175
B3D conversion option
Conversion price	$ 2.00
Derivative Warrant Liabilities [Member] \| Measurement Input, Price Volatility [Member] \| B3D conversion option
Fair Value Assumptions Rate	65.70%
Derivative Warrant Liabilities [Member] \| Measurement Input, Price Volatility [Member] \| Calm conversion option
Fair Value Assumptions Rate	66.90%
Derivative Warrant Liabilities [Member] \| Measurement Input, Price Volatility [Member] \| Calm Warrants
Fair Value Assumptions Rate	66.90%
Derivative Warrant Liabilities [Member] \| Measurement Input, Price Volatility [Member] \| Class A Warrants
Fair Value Assumptions Rate	65.20%	70.61%
Derivative Warrant Liabilities [Member] \| Measurement Input, Price Volatility [Member] \| Class B Warrants
Fair Value Assumptions Rate		84.02%
Derivative Warrant Liabilities [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| B3D conversion option
Fair Value Assumptions Rate	1.62%
Derivative Warrant Liabilities [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Calm Warrants
Fair Value Assumptions Rate	1.62%
Derivative Warrant Liabilities [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Class A Warrants
Fair Value Assumptions Rate	1.67%	2.53%
Derivative Warrant Liabilities [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Class A Warrants \| Calm conversion option
Fair Value Assumptions Rate	1.75%
Derivative Warrant Liabilities [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Class B Warrants
Fair Value Assumptions Rate		2.98%
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Term [Member] \| B3D conversion option
Fair Value Assumptions Expected Terms	1 year 5 months 1 day
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Term [Member] \| Calm conversion option
Fair Value Assumptions Expected Terms	2 years 4 months 28 days
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Term [Member] \| Calm Warrants
Fair Value Assumptions Expected Terms	4 years 6 months 7 days
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Term [Member] \| Class A Warrants
Fair Value Assumptions Expected Terms	3 years 4 months 17 days	4 years 4 months 17 days
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Term [Member] \| Class B Warrants
Fair Value Assumptions Expected Terms		1 month 13 days
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Dividend Rate [Member] \| B3D conversion option
Fair Value Assumptions Rate	0.00%
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Dividend Rate [Member] \| Calm conversion option
Fair Value Assumptions Rate	0.00%
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Dividend Rate [Member] \| Calm Warrants
Fair Value Assumptions Rate	0.00%
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Dividend Rate [Member] \| Class A Warrants
Fair Value Assumptions Rate	0.00%	0.00%
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Dividend Rate [Member] \| Class B Warrants
Fair Value Assumptions Rate		0.00%

Fair Value Measurements - Changes in the Company's investment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Derivative Liabilities and Fair Value Measurements
January 11, 2018	$ 23	$ 450
Carrying value of Marathon Common Stock sold	$ (23)	(279)
Decrease in fair value of the Marathon Common Stock		(148)
December 31, 2018		$ 23

Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Jan. 11, 2018	Jan. 11, 2018	Dec. 31, 2019	Dec. 31, 2018	Jan. 31, 2018
Common Stock Remaining Shares				44,354
Proceeds from Sale of Other Investments				$ 200
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			937,500
Warrants and Rights Outstanding, Term			5 years
Exercise price per warrant			$ 2.00
Derivative Liability			$ 3,137	476
Cost Method Investments			484	2,482
Proceeds from Sale of Intangible Assets				250
B3D conversion option
Derivative Liability			1,761
Calm conversion option
Derivative Liability			216
Calm Warrants
Derivative Liability			382
Marathon Patent Group Inc [Member]
Proceeds from Sale of Other Investments			14	$ 200
Cost Method Investments Number Of Shares Sold				205,646
Cost Method Investments			$ 450	$ 279	$ 23
Cost-method Investments, Other than Temporary Impairment				$ 148
Marathon Common Stock
Number Of Shares Acquired Through Sale Of Intangible Assets	250,000
Proceeds from Sale of Intangible Assets	$ 250
Number Of Shares Acquired Through Sale Of IntagibleAssets		250,000

Fair Value Measurements - Intangible Assets Measured At Fair Value On A Non-Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Jan. 11, 2018
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Alternatives [Abstract]
Contingent consideration	$ 315	$ 315
Assets Fair Value	0		$ 23
Fair Value, Inputs, Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Alternatives [Abstract]
Contingent consideration	0	0
Assets Fair Value	0		23
Fair Value, Inputs, Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Alternatives [Abstract]
Contingent consideration	0	0
Assets Fair Value	0		0
Fair Value, Inputs, Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Alternatives [Abstract]
Contingent consideration	315	$ 315
Assets Fair Value	$ 0		$ 0

Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2019	Dec. 31, 2019	Dec. 31, 2018
Stockholders Equity [Line Items]
Allocated Share-based Compensation Expense		$ 335	$ 916
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized			2,286,156
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		107,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period		71,587
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 4.20
Aggregate intrinsic value associated with the options outstanding		$ 0
Unrecognized stock-based payment cost related to non-vested stock options		$ 0
Minimum
Stockholders Equity [Line Items]
Weighted average remaining contractual term for options outstanding		5 years 3 months
Maximum
Stockholders Equity [Line Items]
Weighted average remaining contractual term for options outstanding		6 years 3 months
Director [Member] \| Stock Compensation Plan [Member]
Stockholders Equity [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	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
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] \| Maximum
Stockholders Equity [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		2,520,000

Stock-based Compensation - Variables used in estimating fair value of stock options (Details)	12 Months Ended
	Dec. 31, 2019 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price of the Company's Common Stock on the grant date:	$ 0.67
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price of the Company's Common Stock on the grant date:	4.20
Exercise price:	$ 4.20
Expected volatility:	72.00%
Annual average risk-free rate:	2.50%
Minimum \| Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term:	5 years 3 months
Maximum \| Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term:	6 years 3 months

Stock-based Compensation - Stock options and RSU activity (Details)	12 Months Ended
	Dec. 31, 2019 $ / shares shares
Stockholders Equity [Line Items]
No. of options, Outstanding as of December 31, 2018 \| shares	101,979
No. of options, Granted \| shares	107,500
No. of options, Exercised \| shares	0
No. of options, Forfeited/Expired \| shares	(71,587)
No. of options, Outstanding as of December 31, 2019 \| shares	137,892
No. of options, Exercisable as of December 31, 2019 \| shares	62,892
No. of options, Expected to vest as of December 31, 2019 \| shares	75,000
Exercise price range, Granted	$ 4.20
Exercise price range, Exercised	0.00
Weighted average grant date fair value, Balance at December 31, 2018	99.80
Weighted average grant date fair value, Granted	4.20
Weighted average grant date fair value, Exercised	0.00
Weighted average grant date fair value, Forfeited/Expired	112.13
Weighted average grant date fair value, Balance at December 31, 2019	275.79
Weighted average grant date fair value, exercisable	404.00
Weighted average grant date fair value, expected to vest	$ 4.20
Restricted Stock [Member]
Stockholders Equity [Line Items]
No. of options, Outstanding as of December 31, 2018 \| shares	17,750
No. of options, Granted \| shares	0
No. of options, Exercised \| shares	(14,750)
No. of options, Forfeited/Expired \| shares	(3,000)
No. of options, Outstanding as of December 31, 2019 \| shares	0
No. of options, Exercisable as of December 31, 2019 \| shares	0
No. of options, Expected to vest as of December 31, 2019 \| shares	0
Weighted average grant date fair value, Balance at December 31, 2018	$ 0.60
Weighted average grant date fair value, Granted	0.00
Weighted average grant date fair value, Exercised	0.60
Weighted average grant date fair value, Forfeited/Expired	0.60
Weighted average grant date fair value, Balance at December 31, 2019	0.00
Weighted average grant date fair value, exercisable	0.00
Weighted average grant date fair value, expected to vest	0.00
Minimum
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2018	22.00
Exercise price range, Forfeited/Expired	22.00
Exercise price range, Outstanding as of December 31, 2019	4.20
Exercise price range, Exercisable as of December 31, 2019	4.20
Maximum
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2018	820.00
Exercise price range, Forfeited/Expired	820.00
Exercise price range, Outstanding as of December 31, 2019	820.00
Exercise price range, Exercisable as of December 31, 2019	$ 820.00

Segment Information - Geographical Revenue, Segment Operating Loss and Total Asset Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Revenue
Total revenue	$ 48,515	$ 50,094
Assets
Total long-lived assets	18,011	15,658
United States
Revenue
Total revenue	43,455	44,738
Assets
Total long-lived assets	15,125	14,331
All other countries
Revenue
Total revenue	5,060	5,356
Assets
Total long-lived assets	$ 2,886	$ 1,327

Related Parties Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2018
Related Party Consulting Expense		$ 34	$ 85
Share Price		$ 0.67
Calms Branded Products [Member]
Revenue from related party		$ 40	$ 11
Mistral Equity Partners [Member]
Related Party Transaction, Amounts of Transaction	$ 10
Series E Convertible Preferred Stock [Member] \| Calms Branded Products [Member]
Warrants To Purchase Common Stock Shares	937,500		937,500
Debt Conversion, Converted Instrument, Amount			$ 2,500

Accounts Payable, Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accounts Payable, Accrued Expenses and Other Current Liabilities
Insurance Premium Finance, Description	XpresSpa carries several annual insurance policies including indemnity, fire, umbrella, and workers' compensation and financed a total of $910 of the total insurance premiums with a third-party provider, at an average interest rate of approximately 5% per year payable in 10 monthly installments.
Accrued Insurance, Current	$ 714	$ 897

Accounts Payable, Accrued Expenses and Other Current Liabilities - Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Accounts Payable, Accrued Expenses and Other Current Liabilities
Accounts payable	$ 7,069	$ 4,632
Litigation accrual	1,800	250
Accrued compensation	1,162	1,126
Accrued insurance	714	897
Other	1,806	1,267
Total accounts payable, accrued expenses and other current liabilities	$ 12,551	$ 8,172

Discontinued Operations and Assets and Liabilities Held for Disposal - Additional Information (Details) $ in Thousands		1 Months Ended	3 Months Ended	12 Months Ended
	Aug. 12, 2019	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($)	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($)	Oct. 20, 2017 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Consideration				$ 1,625
Disposal Group, Including Discontinued Operation, consideration Shares received \| shares				2,500,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares				937,500
Disposal Group Discontinued Operation Value Of Common Stock				$ 308
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax				301
Disposal Group Discontinued Operation Value Of Warrants				176
Disposal Group Discontinued Operation Value Of Earn out Provision				1,141
Proceeds From Sale Of Inventory Discontinued Operations		$ 110
Stockholders' Equity Note, Stock Split, Conversion Ratio	0.1
Other Asset Impairment Charges				1,141
Cost Method Investments				484	$ 2,482
Route1 Inc [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Other Asset Impairment Charges			$ 1,141
Cost Method Investments				484
Discontinued Operations [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Inventory				$ 555
Disposal Group, Including Discontinued Operation, Shares Acquired, Lockup Description				Post-closing, the Company owned approximately 6.7% of Route1 common stock.
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 \| shares				3,000,000
Discontinued Operations, Held-for-sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Consideration						$ 1,100

Discontinued Operations and Assets and Liabilities Held for Disposal - Schedule of Discontinued Operations, as Presented in Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Loss from discontinued operations		$ (1,115)
Fli Charge
Revenue	$ 0	2,834
Cost of sales	0	(2,305)
Depreciation and amortization	0	(131)
Impairment	0	0
General and administrative	0	(1,190)
Loss on disposal	0	(301)
Non-operating income (expense), net	0	(22)
Income tax benefit (expense)	0	0
Loss from discontinued operations	$ 0	$ (1,115)

Income Taxes - Components of income (loss) before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Taxes
Domestic	$ (21,567)	$ (36,506)
Foreign	891	597
Total	$ (20,676)	$ (35,909)

Income Taxes - Income Tax Benefit (Expense) Attributable To The Operating Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Current:
Federal	$ (167)	$ (6)
State	(6)	22
Foreign	27	22
Deferred:
Federal	0	(316)
Deferred Federal, State and Local, Tax Expense (Benefit), Total	$ (146)	$ (278)

Income Taxes - Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Taxes
Loss from continuing operations before income taxes	$ (20,676)	$ (35,909)
Tax rate	21.00%	21.00%
Computed "expected" tax benefit	$ (4,342)	$ (7,541)
State taxes, net of federal income tax benefit	(944)	(1,422)
Change in valuation allowance	3,039	7,539
Nondeductible expenses	607	242
Other items	1,494	904
Income Tax Expense (Benefit), Total	$ (146)	$ (278)

Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Deferred income tax assets
Net operating loss carryforwards	$ 41,985	$ 39,972
Stock-based compensation	4,642	4,468
Intangible assets and other	5,161	4,308
Net deferred income tax assets	51,788	48,748
Less:
Valuation allowance	(51,788)	(48,748)	$ (41,209)
Net deferred income tax assets	$ 0	$ 0

Income Taxes - Changes to Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Taxes [Line Items]
Beginning Balance	$ 48,748	$ 41,209
Return to provision true-up and other	(1,802)	(1,103)
Ending Balance	51,788	48,748
Continuing Operations [Member]
Income Taxes [Line Items]
Charged to cost and expenses	$ 4,842	8,300
Discontinued Operations [Member]
Income Taxes [Line Items]
Charged to cost and expenses		$ 342

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Taxes [Line Items]
Income tax expense	$ (146)	$ (278)
Operating Loss Carryforwards	$ 182,327
Net Operating Loss Expiration	20 years
Operating Loss Carry forwards Without Limitation	$ 31,401
Discontinued Operations [Member]
Income Taxes [Line Items]
Income tax expense		$ 12

Commitments and Contingencies (Details) $ in Thousands	12 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Dec. 31, 2019 USD ($) case	Dec. 31, 2018 USD ($)
Loss Contingencies [Line Items]
Estimated litigation accrual	$ 1,800	$ 250
Operating Leases, Rent Expense, Net	8,175	8,405
Stockholders equity	$ 2,500
Number of individuals joined the case \| case	304
Threshold notice period to decide whether to participate	30 days
EFP Capital Solutions LLC [Member]
Loss Contingencies [Line Items]
Amount of expense paid	$ 165
Amount of reimursement seeks	165
Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Estimated litigation accrual	$ 1,800	$ 250

Subsequent Events (Details) - USD ($) $ in Thousands					12 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	Mar. 24, 2020	Mar. 11, 2020	Mar. 06, 2020	Jan. 09, 2020	Dec. 31, 2019	Dec. 31, 2018	Jul. 08, 2019
Subsequent Event [Line Items]
Impairment of long-lived asset					$ 1,844	$ 2,100
Credit agreement with B3D, LLC
Subsequent Event [Line Items]
Debt Instrument, Face Amount							$ 7,000
Subsequent event
Subsequent Event [Line Items]
Impairment of long-lived asset		$ 16,318
Number of wholly owned subsidiaries under agreement				15
Revised repayment amount per week	$ 10
Debt Instrument, Face Amount			$ 7,900	$ 7,150
Subsequent event \| CC Lender
Subsequent Event [Line Items]
Threshold fixed daily amount				$ 4
Subsequent event \| CC Agreement
Subsequent Event [Line Items]
Interest rate				18.00%
Subsequent event \| CC Agreement \| CC Lender
Subsequent Event [Line Items]
Advance of funds				$ 1,000
Aggregate fees				160
Total repayment				1,160
Subsequent event \| Credit agreement with B3D, LLC
Subsequent Event [Line Items]
Debt Instrument, Face Amount			7,150	7,000
Increase in principal and interest accrued of debt			$ 750	$ 150
Issuance of common shares to pay interest on borrowings				291,669
Subsequent event \| Credit agreement with B3D, LLC \| CC Lender
Subsequent Event [Line Items]
Threshold period to repay the Collection Amount				12 months

Subsequent Events - B3D Senior Secured Loan (Details) - USD ($)	Mar. 27, 2020	Mar. 06, 2020	Jan. 09, 2020	Dec. 31, 2019	Jul. 08, 2019
Subsequent Event [Line Items]
Debt Instrument, Convertible, Conversion Price				$ 0.175
Credit agreement with B3D, LLC
Subsequent Event [Line Items]
Debt Instrument, Face Amount					$ 7,000,000
Subsequent event
Subsequent Event [Line Items]
Debt Instrument, Face Amount		$ 7,900,000	$ 7,150,000
Increase in principal and interest accrued of debt in new funding		250,000
Conversion price		0.56
Subsequent event \| Credit agreement with B3D, LLC
Subsequent Event [Line Items]
Debt Instrument, Face Amount		7,150,000	7,000,000
Increase in principal and interest accrued of debt		750,000	$ 150,000
Increase in principal and interest accrued of debt in new funding		500,000
Conversion price		2.00
Amount of principal to be converted into common stock	$ 375,000	$ 375,000

Subsequent Events - Common Stock Offerings and Warrant Exchange (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended
	Apr. 06, 2020	Mar. 27, 2020	Mar. 25, 2020	Mar. 19, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Subsequent Event [Line Items]
Common stock, par value						$ 0.01	$ 0.01
Share price						$ 0.67
Class of Warrant or Right, Number of Securities Called by Warrants or Rights						937,500
Exercise price per warrant						$ 2.00
Subsequent event
Subsequent Event [Line Items]
Gross proceeds					$ 9,440
Sources of capital raised					$ 9,440
Subsequent event \| First Purchase Agreement
Subsequent Event [Line Items]
Number of shares issued				4,153,383
Common stock, par value				$ 0.01
Share price				$ 0.175
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				2,132,333
Offering price per First Pre-Funded Warrant				$ 0.165
Gross proceeds				$ 1,100
Beneficially ownership percentage				4.99%
Number of shares per warrant				1
Exercise price per warrant				$ 0.01
Subsequent event \| Second Purchase Agreement
Subsequent Event [Line Items]
Number of shares issued			7,450,000
Common stock, par value			$ 0.20
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			1,500,000
Offering price per First Pre-Funded Warrant			$ 0.19
Gross proceeds			$ 1,790
Beneficially ownership percentage			4.99%
Beneficially ownership percentage in certain cases			9.99%
Number of shares per warrant			1
Exercise price per warrant			$ 0.01
Subsequent event \| Third Purchase Agreement
Subsequent Event [Line Items]
Number of shares issued		7,895,000
Common stock, par value		$ 0.20
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		2,105,000
Offering price per First Pre-Funded Warrant		$ 0.19
Gross proceeds		$ 2,000
Beneficially ownership percentage		4.99%
Beneficially ownership percentage in certain cases		9.99%
Number of shares per warrant		1
Exercise price per warrant		$ 0.01
Subsequent event \| Fourth Purchase Agreement
Subsequent Event [Line Items]
Number of shares issued	12,418,179
Common stock, par value	$ 0.22
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	1,445,454
Offering price per First Pre-Funded Warrant	$ 0.21
Gross proceeds	$ 3,050
Beneficially ownership percentage	4.99%
Beneficially ownership percentage in certain cases	9.99%
Number of shares per warrant	1
Exercise price per warrant	$ 0.01