0001558370-21-003840 | 10-K | XBRL Viewer

Print Document View Excel Document

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2020	Mar. 26, 2021	Jun. 30, 2020
Document and Entity Information
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
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			$ 236,554,017
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	XSPA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		105,282,382
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 89,801	$ 2,184
Inventory	657	647
Other current assets	1,321	1,102
Total current assets	91,779	3,933
Restricted cash	701	451
Property and equipment, net	4,161	8,064
Intangible assets, net	870	6,783
Operating lease right of use assets, net	3,034	8,254
Other assets	2,588	1,239
Total assets	103,133	28,724
Current liabilities
Accounts payable, accrued expenses and other	7,382	12,551
Current portion of operating lease liabilities	2,797	3,669
Current portion of promissory note, unsecured	3,298
Total current liabilities	13,477	16,220
Long-term liabilities
Promissory note, unsecured	2,355
Convertible senior secured note, net		4,580
Convertible notes, net		1,182
Derivative liabilities		3,137
Operating lease liabilities	6,930	5,826
Other liabilities		315
Total liabilities	22,762	31,260
Commitments and contingencies (see Note 11)
Stockholders’ equity (deficit)
Common Stock, $0.01 par value per share 150,000,000 shares authorized; 94,058,853 and 5,157,390 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively *	941	52
Additional paid-in capital	475,709	302,118
Accumulated deficit	(398,624)	(308,136)
Accumulated other comprehensive loss	(220)	(283)
Total stockholders’ equity (deficit) attributable to XpresSpa Group, Inc.	77,806	(6,239)
Noncontrolling interests	2,565	3,703
Total stockholders’ equity (deficit)	80,371	(2,536)
Total liabilities and stockholders’ equity (deficit)	103,133	28,724
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
Series E Convertible Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred stock		10
Series F Convertible Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred stock

CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands	12 Months Ended
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares shares
Common stock, par value \| $ / shares	$ 0.01	$ 0.01
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	5,157,390	94,058,853
Common stock, outstanding	5,157,390	94,058,853
Reverse stock split, conversion ratio	1.00
Series A Convertible Preferred Stock [Member]
Preferred stock, par value \| $ / shares	$ 0.01	$ 0.01
Preferred stock, authorized	6,968	6,968
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series C Junior Preferred Stock [Member]
Preferred stock, par value \| $ / shares	$ 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 \| $ / shares	$ 0.01	$ 0.01
Preferred stock, authorized	500,000	500,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series E Convertible Preferred Stock [Member]
Preferred stock, par value \| $ / shares	$ 0.01	$ 0.01
Preferred stock, authorized	2,397,060	2,397,060
Preferred stock, issued	977,865	0
Preferred stock, outstanding	977,865	0
Preferred stock, liquidation preference value \| $	$ 3,031
Series F Convertible Preferred Stock [Member]
Preferred stock, par value \| $ / shares	$ 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

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Revenue, net
Total revenue, net	$ 8,385	$ 48,515
Cost of sales
Labor	6,290	22,847
Occupancy	2,809	7,831
Products and other operating costs	2,884	7,176
Total cost of sales	11,983	37,854
Depreciation and amortization	5,210	6,124
Impairment/disposal of assets	15,356	6,090
General and administrative	15,940	14,319
Total operating expenses	48,489	64,387
Operating loss	(40,104)	(15,872)
Interest expense, net	(1,832)	(2,900)
(Loss) gain on revaluation of warrants and conversion options	(51,147)	2,170
Other non-operating income (expense), net	858	(4,074)
Loss from operations before income taxes	(92,225)	(20,676)
Income tax (expense) benefit	(7)	146
Net loss	(92,232)	(20,530)
Net loss (income) attributable to noncontrolling interests	1,744	(693)
Net loss attributable to XpresSpa Group, Inc.	(90,488)	(21,223)
Net loss	(92,232)	(20,530)
Comprehensive loss	$ (92,169)	$ (20,562)
Loss per share
Basic and diluted net loss per share \| $ / shares	$ (2.05)	$ (12.99)
Weighted-average number of shares outstanding during the year*
Basic \| shares	44,567,542	1,634,444
Diluted \| shares	44,567,542	1,634,444
Reverse stock split, conversion ratio		1.00
Services [Member]
Revenue, net
Total revenue, net	$ 7,025	$ 39,989
Products [Member]
Revenue, net
Total revenue, net	1,004	7,320
Other [Member]
Revenue, net
Total revenue, net	356	1,206
Continuing Operations [Member]
Cost of sales
Net loss	(92,232)	(20,530)
Net loss	(92,232)	(20,530)
Other comprehensive gain / (loss) from operations	$ 63	$ (32)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Preferred stock [Member] Series D Convertible Preferred Stock [Member]	Preferred stock [Member] Series E Convertible Preferred Stock [Member] Calm Warrants	Preferred stock [Member] Series E Convertible Preferred Stock [Member]	Preferred stock [Member] Series F Convertible Preferred Stock [Member]	Common Stock [Member] Series D Convertible Preferred Stock [Member]	Common Stock [Member] Series E Convertible Preferred Stock [Member]	Common Stock [Member] Series F Convertible Preferred Stock [Member]	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class D [Member]	Common Stock [Member] June 2019 Class A Warrants	Common Stock [Member] May 2018 Series A Warrants	Common Stock [Member] Calm Warrants	Common Stock [Member] B3D Note [Member]	Common Stock [Member]	Additional paid-in capital Series D Convertible Preferred Stock [Member]	Additional paid-in capital Series E Convertible Preferred Stock [Member] Calm Warrants	Additional paid-in capital Series E Convertible Preferred Stock [Member]	Additional paid-in capital Series F Convertible Preferred Stock [Member]	Additional paid-in capital Common Class A [Member]	Additional paid-in capital Common Class D [Member]	Additional paid-in capital June 2019 Class A Warrants	Additional paid-in capital May 2018 Series A Warrants	Additional paid-in capital Calm Warrants	Additional paid-in capital B3D Note [Member]	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive income (loss)	Total Company equity (deficit) Series D Convertible Preferred Stock [Member]	Total Company equity (deficit) Series E Convertible Preferred Stock [Member] Calm Warrants	Total Company equity (deficit) Series F Convertible Preferred Stock [Member]	Total Company equity (deficit) Common Class A [Member]	Total Company equity (deficit) May 2018 Series A Warrants	Total Company equity (deficit) Calm Warrants	Total Company equity (deficit) B3D Note [Member]	Total Company equity (deficit)	Non-controlling interests	Series D Convertible Preferred Stock [Member]	Series E Convertible Preferred Stock [Member] Calm Warrants	Series F Convertible Preferred Stock [Member]	Common Class A [Member]	May 2018 Series A Warrants	Calm Warrants	B3D Note [Member]	Total
Balance at Dec. 31, 2018	$ 4		$ 10											$ 6											$ 296,250	$ (286,913)	$ (251)								$ 9,106	$ 4,029								$ 13,135
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2018	425,750		967,742
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2018														587,267
Conversion of Stock and Notes into Common Stock														$ 1											3,493										3,494									3,494
Conversion of Stock and Notes into Common Stock (in shares)														195,453
Issuance of Stock for payment of interest on Note														$ 1											816										817									817
Issuance of Stock for payment of interest on Note (in shares)														59,846
Issuance of Common Stock for repayment of debt and interest														$ 1											103										104									104
Issuance of Common Stock for repayment of debt and interest (in shares)														74,664
Issuance of restricted stock																									23										23									23
Issuance of restricted stock (in shares)														2,383
Exercise of Warrants into Common Stock										$ 1				$ 5							$ (1)				(5)
Exercise of Warrants into Common Stock (in shares)										118,167				464,790
Conversion of Stock, Amount Converted	$ (4)				$ 37										$ (27)													$ 6									$ 6							3,494
Conversion of Stock, Shares Converted	(425,750)				3,654,820
Stock issued during period series E convertible preferred stock (Shares)			10,123
Issuance of Series F Preferred Stock																		$ 1,131												$ 1,131									$ 1,131
Stock-based compensation																									335										335									335
Foreign currency translation																											(32)								(32)									(32)
Net income (loss) for the period																										(21,223)									(21,223)	693								(20,530)
Contributions from noncontrolling interests																																				178								178
Distributions to noncontrolling interests																																				(1,197)								(1,197)
Balance at Dec. 31, 2019			$ 10											$ 52											302,118	(308,136)	(283)								(6,239)	3,703								$ (2,536)
Preferred Stock, Shares Outstanding, Ending Balance at Dec. 31, 2019			977,865	8,996
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2019														5,157,390																														5,157,390
Conversion of Stock and Notes into Common Stock			$ (10)			$ 5	$ 12					$ 48	$ 139				$ 5	$ (12)					$ 10,551	$ 20,000									$ 10,599	$ 20,139								$ 10,599	$ 20,139
Conversion of Stock and Notes into Common Stock (in shares)			(987,988)	(8,996)		510,460	1,221,945					4,761,906	13,934,525
Issuance of Common Stock for repayment of debt and interest													$ 3										35	$ 459									35	$ 462								35	$ 462
Issuance of Common Stock for repayment of debt and interest (in shares)												47,305	324,585
Issuance of restricted stock														$ 1											(1)
Issuance of restricted stock (in shares)														102,943
Exercise of Warrants into Common Stock											$ 50	$ 16										$ 8,987	4,092									$ 9,037	4,108								$ 9,037	4,108
Exercise of Warrants into Common Stock (in shares)											4,961,290	1,622,149
Conversion of Stock, Amount Converted								$ 24	$ 5			$ 21							$ 6,410	$ (5)			$ 11,734								$ 6,434		$ 11,755							$ 6,434		$ 11,755
Conversion of Stock, Shares Converted								2,385,528	527,669			2,062,126																																1,221,945
Issuance of Series E Convertible Preferred Stock																$ 63													$ 63									$ 63
Stock issued during period series E convertible preferred stock (Shares)		10,123
Direct offerings of Common Stock and pre-funded warrants, net of costs														$ 564											110,055										110,619									$ 110,619
Direct offerings of Common Stock and pre-funded warrants, net of costs (in shares)														56,374,555
Issuance of Common Stock for services														$ 1											134										135									135
Issuance of Common Stock for services (in shares)														58,333
Stock-based compensation																									1,077										1,077	251								1,328
Stock option exercises																									7										7									$ 7
Stock option exercises (in shares)														6,167																														6,167
Fractional shares retired in reverse stock split														(23)
Foreign currency translation																											63								63									$ 63
Net income (loss) for the period																										(90,488)									(90,488)	(1,744)								(92,232)
Contributions from noncontrolling interests																																				599								599
Distributions to noncontrolling interests																																				(244)								(244)
Balance at Dec. 31, 2020														$ 941											$ 475,709	$ (398,624)	$ (220)								$ 77,806	$ 2,565								$ 80,371
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2020														94,058,853																														94,058,853

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net loss	$ (92,232)	$ (20,530)
Adjustments to reconcile net loss to net cash used in operating activities:
Revaluation of warrants and conversion options	51,147	(2,170)
Revaluation of contingent consideration	(315)
Depreciation and amortization	5,210	6,124
Impairment/disposal of assets	15,356	4,106
Accretion of debt discount on notes	1,125	958
Amortization of operating lease right of use asset	2,015	1,314
Issuance of shares of Common Stock for payment of interest	497	105
Issuance of Series F Convertible Preferred Stock		1,131
Issuance of shares of Series E Preferred Stock for payment of interest	63
Loss on the extinguishment of debt	182
Debt conversion expense		1,584
Issuance of shares of Common Stock for services	135
Amortization of debt issuance costs	128	1,031
Stock-based compensation	1,328	335
(Gain) impairment of investment	(1,287)	1,984
Issuance of warrants		689
Changes in assets and liabilities:
Decrease (increase) in inventory	(10)	136
(Increase) decrease in other current assets and other assets	(281)	644
(Decrease) increase in lease liabilities	(2,904)	(1,314)
(Decrease) increase in accounts payable, accrued expenses and other	(5,169)	3,760
Net cash used in operating activities	(25,012)	(113)
Cash flows from investing activities
Acquisition of property and equipment	(3,969)	(2,275)
Acquisition of software	(380)
Net cash used in investing activities	(4,349)	(2,275)
Cash flows from financing activities
Proceeds from direct offerings of Common Stock and warrants	110,619
Proceeds from borrowings under Paycheck Protection Program	5,653
Proceeds from additional borrowing from B3D	500	500
Proceeds from stock option exercises	7
Proceeds from funding advance	910
Repayment of funding advance	(819)
Issuance of Calm Note		2,500
Debt issuance costs		(714)
Payments on convertible notes		(129)
Contributions from noncontrolling interests	599	178
Distributions to noncontrolling interests	(244)	(1,197)
Other		27
Net cash provided by financing activities	117,225	1,165
Effect of exchange rate changes on cash, cash equivalents and restricted cash	3	(32)
Increase (decrease) in cash, cash equivalents and restricted cash	87,867	(1,255)
Cash, cash equivalents, and restricted cash at beginning of the period	2,635	3,890
Cash, cash equivalents, and restricted cash at end of the period	90,502	2,635
Cash paid during the period for
Interest	187	735
Income taxes	11	124
Non-cash investing and financing transactions
Debt discount related to issuance of convertible notes		4,142
Conversion of senior notes and warrants into common stock		3,494
Issuance of shares of Common Stock to pay debt and interest		817
B3D Conversion Option
Non-cash investing and financing transactions
Conversion of senior notes and warrants into common stock	20,139
Calm Notes
Non-cash investing and financing transactions
Conversion of senior notes and warrants into common stock	10,599
Calm Warrants
Non-cash investing and financing transactions
Exercise and exchange of warrants into Common Stock	15,863
May 2018 Class A Warrants
Non-cash investing and financing transactions
Exercise and exchange of warrants into Common Stock	$ 15,471	17
Series E Convertible Preferred Stock [Member]
Non-cash investing and financing transactions
Conversion of senior notes and warrants into common stock		110
Series F Convertible Preferred Stock [Member]
Non-cash investing and financing transactions
Conversion of senior notes and warrants into common stock		$ 1,131

General	12 Months Ended
General	Dec. 31, 2020
General
General	Note 1. General Overview XpresSpa Group, Inc. (“XpresSpa Group” or the “Company”) is a health and wellness services company. The Company is a leading airport retailer of spa services through the Company’s XpresSpa™ locations, offering travelers premium spa services, including massage, nail and skin care, as well as spa and travel products (“XpresSpa”). In June 2020, the Company’s subsidiary, XpresTest, Inc. (“XpresTest”), launched XpresCheck™ Wellness Centers, also located in airports, offering its COVID-19 and other medical diagnostic testing services to airport employees and the traveling public. The Company currently has two reportable operating segments: XpresSpa and XpresTest. XpresSpa is a well-recognized airport spa brand with 45 locations, consisting of 40 domestic and 5 international locations, and XpresTest, through its XpresCheck Wellness Centers, was operating in 5 airport locations domestically as of December 31, 2020. During 2020 and 2019, XpresSpa Group generated $8,385 and $48,515 in revenue, respectively. In 2020 and 2019, approximately 84% and 82% of XpresSpa Group’s total revenue was generated by XpresSpa services, primarily massage and nailcare, respectively. In 2020 and 2019, XpresSpa retail products and travel accessories accounted for 12% and 15%, respectively, of revenue and 4% and 3%, respectively, was other revenue generated through product placement arrangements in XpresSpa spas and from management fees earned by XpresTest. Through its XpresCheck™ Wellness Centers and under the terms of Management Services Agreements (“MSAs”) with a physician’s practice, the Company offers testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, as well as the traveling public. The Company entered into MSAs with professional medical service entities that provide healthcare services to patients. Under the terms of the MSAs, XpresTest provides office space, equipment, supplies, non-licensed staff, and management services to be used for the purpose of COVID-19 and other medical diagnostic testing in return for a management fee. XpresTest recognized $80 of revenue initially under the MSAs, however as a result of uncertainties around the cash flows of the XpresCheck™ Wellness Centers, the Company subsequently concluded that the collectability criteria to qualify as a contract under ASC 606 was not met, and no further revenue associated with the monthly management fee will be recognized until a subsequent reassessment results in the MSAs meeting the collectability criteria. Recent Developments Effects of Coronavirus on Business On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. The outbreak is having an impact on the global economy, resulting in rapidly changing market and economic conditions. National and local governments around the world instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain non-essential businesses, curfews, shelter-in-place orders and recommendations to practice social distancing, and many jurisdictions have begun to re-impose stricter measures in response to increasing infection rates. The outbreak and associated restrictions on travel that have been implemented have had a material adverse impact on the Company’s XpresSpa business and cash flow from operations, similar to many businesses in the travel sector. Effective March 24, 2020, the Company temporarily closed all global XpresSpa spa locations, largely due to the categorization of the spa locations by local jurisdictions as “non-essential services.” Substantially all of our spa locations remain closed. The Company intends to reopen its XpresSpa spa locations and resume normal operations once restrictions are lifted and airport traffic returns to sufficient levels to support operations. The impact of COVID-19 is unknown and may continue as the rates of infection have increased in many states in the U.S., thus additional restrictive measures may be necessary. Liquidity As of December 31, 2020, the Company had approximately $89,801 of cash and cash equivalents, and total current assets of approximately $91,779. The Company's total current liabilities balance, which includes accounts payable, accrued expenses, and the current portions of its promissory note and operating lease liabilities was approximately $13,477 as of December 31, 2020. The working capital was $78,302 as of December 31, 2020, compared to a working capital deficiency of $12,287 as of December 31, 2019. The increase in working capital was primarily due to the net proceeds from registered direct offerings of $110,619 and the resulting reduction in accounts payable, accrued expenses and other current liabilities, offset somewhat by the increase in the current portion of the unsecured promissory note, which are discussed in greater detail in the notes to these consolidated financial statements. While the Company has aggressively reduced operating and overhead expenses in the XpresSpa brand, 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 in the short-term. The Company has taken actions to improve its overall cash position and access to liquidity through equity offerings and debt retirements, by exploring valuable strategic partnerships, right sizing its corporate structure and streamlining its operations.

Accounting and Reporting Policies

12 Months Ended

Dec. 31, 2020

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 long-lived assets, 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 and money market 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. The Company considers all highly liquid investments purchased with an original maturity of three months or less from the time they are acquired to be cash equivalents. 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.

(g) Intangible assets

Intangible assets include trade names, customer relationships, and technology, which were primarily 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.

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. The fair value is than compared to the carrying value and an impairment charge is recognized by the amount in which the carrying value exceeds the fair value of the asset. We determine fair value by using the relief from royalty method. 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.

(h) Property and Equipment

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

(i) Impairment of long-lived assets

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 or clinic location for the XpresSpa and XpresCheck businesses. 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 locations, is the remaining term of the operating lease.

(j) Leases

The right of use asset (“ROU”) on the Company’s consolidated balance sheet represents a lessee's right to use an asset over the life of a lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term, 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. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected to exclude all short-term leases (i.e, leases with term of 12 months or less) from recognition on the balance sheet.

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 its incremental borrowing rate at the inception of the lease 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, an 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.

The Financial Accounting Standards Board (“FASB”) issued a Q&A in March 2020 that focused on the application of lease guidance in ASC 842 for lease concessions related to the effects of COVID-19. The FASB staff has said that entities can elect to not evaluate whether concessions granted by lessors related to COVID-19 are lease modifications. Entities that make this election can then apply the lease modification guidance in ASC 842 or account for the concession as if it were contemplated as part of the existing contract. The Company has elected to not treat the concessions as lease modifications and will instead account for the lease concessions as if they were contemplated as part of the existing leases. The Company has recorded negative variable lease expense and adjusted lease liabilities at the point in which the rent concession has become accruable.

(k) Restricted cash

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.

(l) Equity investments

Equity investments are carried at fair value with the changes in fair value recorded in the statement of operations and other comprehensive loss in accordance with ASU 2016-01. Equity investments without readily determinable fair values are measured at cost less any identified impairment and reflective of any observable transactions. The Company will perform a qualitative assessment on an annual basis and recognize impairment if there are sufficient indicators that the fair value of the investment is less than the carrying value.

(m) Revenue recognition

The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at our stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for our 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. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped.

Through its XpresCheck™ Wellness Centers and under the terms of Managed Services Agreements (“MSAs”) with a physician’s practice, the Company offers testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, as well as the traveling public. The Company entered into MSAs with professional medical service entities that provide healthcare services to patients. Under the terms of the MSAs, XpresTest provides office space, equipment, supplies, non-licensed staff, and management services to be used for the purpose of COVID-19 and other medical diagnostic testing in return for a management fee. As a result of uncertainties around the cash flows of the XpresCheck™ Wellness Centers, the Company concluded that the collectability criteria to qualify as a contract under ASC 606 is not met, and no revenue associated with the monthly management fee will be recognized at this point from the MSAs. The Company will instead recognize management fees paid to the company as a deposit contract liability until the subsequent reassessment of the contract results in the MSAs meeting the collectability criteria or termination of the contracts. As of December 31, 2020, management recorded a deposit contract liability of $886 for payments received in Accounts payable, accrued expenses and other on the Company’s consolidated balance sheet.

The Company has a franchise agreement with an unaffiliated franchisee to operate an XpresSpa location. Under the Company’s franchising model, all initial franchising fees relate to the franchise right, which is a single performance obligation that transfers over time. Upon receipt of the non-recurring, non-refundable initial franchise fee, management records a deferred revenue liability in Accounts payable, accrued expenses and other on the Company’s consolidated balance sheets and recognizes revenue on a straight-line basis over the life of the franchise agreement.

The Company has also entered into collaborative agreements with marketing partners whereby it sells certain of its partners’ products in the Company’s XpresSpa spas. The Company acts as an agent for revenue recognition purposes and therefore records revenue net of the revenue share payable to the partners. Upon receipt of the non-recurring, non-refundable initial collaboration fee, management records a deferred revenue liability in Accounts payable, accrued expenses and other on the Company’s consolidated balance sheets and recognizes revenue on a straight-line basis over the life of the collaboration agreement.

The Company excludes all sales taxes assessed to our customers from revenue. Sales taxes assessed on revenues are included in Accounts payable, accrued expenses and other on the Company’s consolidated balance sheets until remitted to state agencies.

(n) 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. Upon closure of the spa locations in March 2020, the Company temporarily suspended the expiration policy.

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 in the consolidated balance sheets until used.

(o) Segment reporting

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial performance and the results of operations of the segments prepared in accordance with U.S. GAAP when making decisions about allocating resources and assessing performance of the Company.

The Company currently has two reportable operating segments: XpresSpa and XpresTest. XpresSpa, a leading airport retailer of spa services and offers travelers premium spa services in airports. XpresTest offers convenient COVID-19 and other medical diagnostic testing services to airport employees and to the traveling public. XpresSpa is a well-recognized airport spa brand in 45 locations, within of 40 domestic and 5 international airports, whereas XpresTest was operating in 5 airport locations domestically as of December 31, 2020.

During 2020 and 2019, XpresSpa Group generated $8,385 and $48,515 in revenue, respectively. In 2020 and 2019, approximately $8,045 and $47,328 of XpresSpa Group’s total revenue in was generated by XpresSpa services and retail product revenues. In 2020, XpresTest accounted for $80 of XpresSpa Group’s total revenue from management fees earned under the MSA’s.

There are currently no intersegment revenues. Asset information by operating segment is presented below since the chief operating decision maker reviews this information by segment. The reporting segments follow the same accounting policies used in the preparation of the Company’s audited consolidated financial statements.

(p) Pre-opening costs

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

(q) Cost of sales

Cost of sales consists of spa and clinic operating costs. These costs include all costs that are directly attributable to the location’s operations and include:

payroll and related benefits for the location’s operations and management;

rent, percentage rent and occupancy costs;

the cost of merchandise and testing supplies;

freight, shipping and handling costs;

production costs;

inventory shortage and valuation adjustments; and

costs associated with sourcing operations.

(r) Stock-based compensation

Stock-based compensation is recognized as an expense in the consolidated statements of operations and comprehensive loss and such cost is measured at the grant-date fair value of the equity-settled award. The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The fair value of 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. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve as of the date of grant.

(s) Income taxes

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

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.

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. The Company had no uncertain tax positions as of December 31, 2020 and 2019.

(t) Noncontrolling interests

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

(u) 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, all potentially dilutive securities, including certain warrants and stock options, were not reflected in diluted net loss per share because the impact of such instruments was anti-dilutive.

(v) Commitments and contingencies

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

(w) Reclassification

Certain balances in the 2019 consolidated financial statements have been reclassified to conform to the presentation in the 2020 consolidated financial statements, primarily the classification and presentation of certain items in the operating activities section of the statement of cash flows and the loss from operations before income taxes section of the statement of operations and comprehensive loss. Such reclassifications did not have a material impact on the consolidated financial statements.

(x) Fair value measurements

The Company measures fair value in accordance with ASC 820-10, Fair Value Measurements and Disclosures. 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, 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.

(y) Recently adopted accounting pronouncements

Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”)

On January 1, 2020, the Company adopted ASU No. 2016-13 using a modified-retrospective approach. 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. Adoption of this standard did not result in an adjustment to opening accumulated deficit and did not have a material impact on the Company’s consolidated financial statements.

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

On January 1, 2020, the Company adopted ASU No. 2018-13. 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 amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty have been applied prospectively beginning January 1, 2020. All other amendments have been applied retrospectively to all periods presented. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

(z) Recently issued accounting pronouncements

Accounting Standards Update No. 2020-10—Codification Improvements

Issued in October 2020, this release updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company will adopt ASU 2020-10 as of the reporting period beginning January 1, 2021. The adoption of this update is not expected to have a material effect on the Company’s consolidated financial statements.

Accounting Standards Update No. 2020-06—Debt--Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)

Issued in August 2020, this update is intended to reduce the unnecessary complexity of the current guidance thus resulting in more accurate accounting for convertible instruments and consistent treatment from one entity to the next. Under current GAAP, there are five accounting models for convertible debt instruments. Except for the traditional convertible debt model that recognizes a convertible debt instrument as a single debt instrument, the other four models, with their different measurement guidance, require that a convertible debt instrument be separated (using different separation approaches) into a debt component and an equity or a derivative component. Convertible preferred stock also is required to be assessed under similar models. The FASB decided to simplify the accounting for convertible instruments by removing certain separation models currently included in other accounting guidance that were being applied to current accounting for convertible instruments. Under the amendments in this update, an embedded conversion feature no longer needs to be separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The Board also decided to add additional disclosure requirements in an attempt to improve the usefulness and relevance of the information being provided.

The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815

Issued in January 2020, the amendments in this update affect all entities that apply the guidance in Topics 321, 323, and 815 and (1) elect to apply the measurement alternative or (2) enter into a forward contract or purchase an as option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting. The Company applies the guidance included in Topic 815 to its derivative liabilities but does not intend on applying the new measurement alternative included in the update. The new standard is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

Accounting Standards Update No. 2019-12—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

Issued in December 2019, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to guidance in Topic 740. The specific areas of potential simplification were submitted by stakeholders as part of the FASB’s simplification initiative. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

Net Loss per Share of Common Stock

12 Months Ended

Dec. 31, 2020

Net Loss per Share of Common Stock

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:




	Year ended
	December 31,
	2020		2019

Basic and diluted numerator:
Net loss attributable to XpresSpa Group, Inc.	$	(90,488)	$	(21,223)
Less: deemed dividend on warrants and preferred stock		(945)		—
Net loss attributable to common shareholders	$	(91,433)	$	(21,223)
Basic and diluted denominator:
Basic and diluted weighted average shares outstanding		44,567,542		1,634,444
Basic and diluted net loss per share	$	(2.05)	$	(12.99)

Net loss per share data presented above excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Both vested and unvested options to purchase an equal number of shares of Common Stock		1,353,888		49,653
Warrants to purchase an equal number of shares of Common Stock		48,044,381		1,129,371
Preferred stock on an as converted basis		—		655,164
Convertible notes on an as converted basis		—		1,583,333
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders		49,398,269		3,417,521

Reverse Stock Split

On June 11, 2020, the Company effected a 1-for-3 reverse stock split, whereby every three shares of its Common Stock was reduced to one share of its Common Stock and the price per share of its Common Stock was multiplied by 3. All references to shares and per share amounts have been adjusted to reflect the reverse stock split.

Cash, Cash Equivalents, and Restricted Cash

12 Months Ended

Dec. 31, 2020

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

Note 4. Cash, Cash Equivalents, and Restricted Cash


	December 31, 2020		December 31, 2019
Cash denominated in United States dollars	$	88,636	$	890
Cash denominated in currency other than United States dollars		1,158		1,048
Restricted cash		701		451
Credit and debit card receivables		7		246
Total cash, cash equivalents and restricted cash	$	90,502	$	2,635

As of December 31, 2020 and 2019, cash and cash equivalents included $7 and $246 of credit card receivables, respectively. The Company places its cash and temporary cash investments with credit quality institutions. At times, such cash denominated in United States dollars may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. At December 31, 2020, deposits in excess of FDIC limits were $88,556. As of December 31, 2020 and 2019, the Company held cash balances in overseas accounts, totaling $1,158 and $1,048, respectively, which are not insured by the 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.

Other Current Assets

12 Months Ended

Dec. 31, 2020

Other Current Assets

Other Current Assets

Note 5. Other Current Assets

As of December 31, 2020, and 2019, the Company’s other current assets were comprised of the following:


	December 31, 2020		December 31, 2019
Prepaid expenses	$	1,135	$	984
Other		186		118
Total other current assets	$	1,321	$	1,102

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, 2020

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, 2020 and 2019 as follows:


	December 31,
	2020		2019		Useful Life
Leasehold improvements	$	8,357	$	16,102	Average 5-8 years
Furniture and fixtures		362		863	3-4 years
Other operating equipment		388		1,305	Maximum 5 years
		9,107		18,270
Accumulated depreciation		(4,946)		(10,206)
Total property and equipment, net	$	4,161	$	8,064

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 performed assessments of its property and equipment for impairment for the years ended December 31, 2020 and 2019 and based upon the results of the impairment tests, the Company recorded impairment expenses of approximately $4,954 and $1,844, respectively, which is included in “Impairment/disposal of assets” in the consolidated statements of operations and comprehensive loss.

In 2019, as a result of an early termination of a lease for one of its closed locations, the Company assessed all assets at the closed location 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 for the year ended December 31, 2019. The Company also reduced the remaining right of use asset and the lease liability balances by approximately $421 related to the lease for this location.

The Company expensed approximately $231 of costs incurred during 2019 that had been capitalized in anticipation of opening new spa locations which 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 and was reclassified to continuing operations, but the assets 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, 2020 and 2019, the Company recorded $2,853 and $3,821, respectively, of depreciation expense.

Other Assets

12 Months Ended

Dec. 31, 2020

Other Assets

Other Assets

Note 7. Other Assets

Other assets in the consolidated balance sheets are comprised of the following as of December 31, 2020 and 2019:


	December 31, 2020		December 31, 2019
Equity investments	$	1,768	$	484
Lease deposits		736		755
Other		85		—
Other assets	$	2,588	$	1,239

As of December 31, 2020, the equity investment in Route1 had a readily determinable fair value of $1,768. The Company recorded an unrealized gain of $1,284 in 2020 in connection with the remeasurement of the common shares and warrants of Route 1 it obtained in the 2018 sale of Group Mobile to Route 1. The gain is included in Other non-operating income (expense), net on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020.

In 2019, the Company fully impaired the portion of its equity investment in Route1 related to Group Mobile’s failure to achieve certain performance targets established in connection with the sale of Group Mobile to Route 1, and recorded an impairment charge of $1,141, which is included in “Impairment/disposal of assets” on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019.

In 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. InfoMedia had failed to obtain financing to fund continuing operations and the Company believes this represents a triggering event. It was determined that the Company should fully impair 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 sold its remaining investment in Marathon of $23 in 2019 for net proceeds of $14.

Also included in “Other assets” as of December 31, 2020 and 2019 were $736 and $755, respectively, of security deposits made pursuant to various lease agreements, which will be returned to the Company at the end of the leases.

Intangible Assets

12 Months Ended

Dec. 31, 2020

Intangible Assets

Intangible Assets

Note 8. Intangible Assets

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


	December 31, 2020						December 31, 2019
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade name	$	1,339	$	(899)	$	440	$	13,309	$	(6,709)	$	6,600
Software		694		(264)		430		312		(129)		183
Total intangible assets	$	2,033	$	(1,163)	$	870	$	13,621	$	(6,838)	$	6,783

The Company’s trade name relates to the value of the XpresSpa trade name, and software relates to certain capitalized third-party costs related to a new website and a point-of-sale system.

In the year ended December 31, 2020, the Company recorded an impairment of the value of the XpresSpa trade name of $3,934, 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, 2020.

In the year ended December 31, 2019, the Company wrote off the net book value of certain patents that were no longer generating cash flow totaling approximately $85, which is included in “Impairment/disposal of assets” on the Company’s consolidated statement of operations and comprehensive loss.

The Company’s intangible assets are amortized over their expected useful lives, which is six years for trade names and five years for software. During the years ended December 31, 2020 and 2019, the Company recorded amortization expense of $2,357 and $2,303, respectively, related to its intangible assets.

Estimated amortization expense for the Company’s intangible assets at December 31, 2020 is as follows:


Calendar Years ending December 31,	Amount
2021		412
2022		390
2023		67
2024		1
Total	$	870

Leases

12 Months Ended

Dec. 31, 2020

Leases

Leases

Note 9. Leases

The Company leases spa and clinic locations 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. The Company’s lease arrangements generally contain fixed payments throughout the term of the lease and most also contain 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 leases that expire, are amended and extended, or are extended on a month-to-month basis. Leases are not included in the calculation of the total lease liability and the right of use asset when they are 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 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. Upon adoption of ASC 842, the Company used 11.24% as its incremental borrowing rate for its leases. The Company did exercise its option to extend the term of existing lease contracts during the years ended December 31, 2020 and 2019. Since the existing lease liability did not originally consider the extension of the lease term for these leases, the Company reassessed the incremental borrowing rate used to calculate the lease liability. As a result of the Company renegotiating terms of its senior secured notes during 2019, the borrowing rate was reduced from 11.24% in 2019 to 9.0% in 2020 and the Company determined that it should use 9.0% as its 2020 incremental borrowing rate for lease extensions, modifications and new leases.

The Company has received rent concessions from landlords on a majority of its leases, allowing for the relief of minimum guaranteed payments in exchange for percentage-of-revenue rent or providing relief from rent through payment deferrals. Currently, the period of relief from these payments generally range from three to six months, are often extended and began in March 2020. The Company received minimum guaranteed payment concessions of $2,562 for the year ended December 31, 2020.

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, 2020 and 2019:


	Year ended December 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(2,344)	$	(2,623)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	(3,144)	$	(12,565)
Leased assets surrendered in exchange for termination of operating lease liabilities	$	11	$	447

As of December 31, 2020, future minimum operating leases commitments are as follows:


Calendar Years ending December 31,	Amount
2021	$	3,658
2022		2,804
2023		2,018
2024		1,409
2025		810
Thereafter		1,443
Total future lease payments		12,143
Less: interest expense at incremental borrowing rate		(2,416)
Net present value of lease liabilities	$	9,727

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


Weighted average remaining lease term:	4.5	years
Weighted average discount rate used to determine present value of operating lease liability:	10.31	%

Variable lease payments calculated monthly as a percentage of a product and services revenue were $611 and $3,025 for the years ended December 31, 2020 and 2019, respectively.

Rent expense for operating leases for the years ended December 31, 2020 and 2019 were $2,057 and $8,175, respectively.

The Company performed assessments of its right of use lease assets for impairment for the years ended December 31, 2020 and 2019. Based upon the results of the impairment tests, the Company recorded impairment expenses of approximately $6,341 and $1,217, which is included in Impairment/disposal of assets on the consolidated statement of operations and comprehensive loss for the years ended December 31, 2020 and 2019, respectively.

Long-term Notes and Convertible Notes

12 Months Ended

Dec. 31, 2020

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, 2020 and 2019 is comprised of the following:


	December 31, 2020		December 31, 2019
B3D Note, net of unamortized debt discount and debt issuance costs of $2,420 as of December 31 ,2019	$	—	$	4,580
Promissory note, unsecured		5,653		—
Calm Note, net of unamortized debt discount and debt issuance costs of $1,318 as of December 31, 2019		—		1,182
Total debt	$	5,653	$	5,762

B3D 9% Senior Secured Note due May 31, 2021

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.

On January 9, 2020, as compensation for the consent of B3D to the CC Agreement, the Company entered into the Fifth Credit Agreement Amendment with B3D in order to (i) increase the principal amount owed to B3D from $7,000 to $7,150, which additional $150 in principal and any interest accrued thereon will become convertible, at B3D’s option, into shares of the Company’s Common Stock upon receipt of the approval of the Company’s stockholders, which was obtained on May 28, 2020 and (ii) provide for the advance payment of 97,223 shares of Common Stock in satisfaction of the interest payable pursuant to the B3D Note for the months of October, November and December 2020. The Common Stock was issued to B3D on January 14, 2020. The Company capitalized a $150 fee charged by the lender to consent to the CC Agreement.

The total of fees paid to the lender as consideration for entering into the Fourth and Fifth Credit Agreement Amendments of $650 was capitalized and was being amortized over the remaining term of the B3D Note. The Company recorded amortization expense of $62 related to these capitalized costs, which is included in Interest expense in the Company’s consolidated statements of operations and comprehensive loss.

On March 6, 2020, XpresSpa Holdings entered into the Sixth Credit Agreement Amendment with B3D in order to, among other provisions, (i) increase the principal amount owed to B3D from $7,150 to $7,900, which additional $750 in principal, comprised of $500 in new funding and $250 in debt issuance costs, 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 which was obtained on May 28, 2020 and (ii) decrease the conversion rate under the B3D Note from $6.00 per share to $1.68 per share. On March 19, 2020, the conversion rate was further reduced to $0.525 per share after giving effect to certain anti-dilution adjustments.

The Sixth Credit Agreement Amendment was accounted for as an extinguishment of debt in the Company’s consolidated financial statements. In March 2020, the Company extinguished debt with a carrying value of $4,829, net of unamortized debt discount of $1,845 and unamortized debt issuance costs of $476. In addition, the Company extinguished $2,048 of derivative liability, which represented the estimated fair value of the conversion option based upon provisions included in the Fifth Credit Agreement Amendment. The Company determined that the conversion option in the Sixth Credit Agreement Amendment should be bifurcated from the host instrument and engaged a third party to assess the fair value of the conversion option. As a result, the Company recorded debt with a carrying value of $3,994, net of a debt discount of $3,656 and debt issuance costs of $250, and a derivative liability of $3,656. The Company recognized a loss on the extinguishment of debt of $273 during the year ended December 31, 2020, which represents the difference between the carrying amount of the debt recorded under the Fourth and Fifth Credit Agreement Amendments and the debt recorded under the Sixth Credit Agreement Amendment and is included in Other non-operating income (expense), net in the consolidated statements of operations and comprehensive loss.

Subsequent to the Sixth Credit Agreement Amendment and during the year ended December 31, 2020, B3D elected to convert a total of $7,900 of principal into shares of Common Stock at conversion prices of $1.68 and $0.525. As a result, approximately $15,395 of derivative liability was settled and reclassified to equity, the Company wrote off $3,156 of unamortized debt discount and debt issuance costs, and 13,934,525 shares of Common Stock were issued. The Company recognized a revaluation loss related to the derivative liability of $11,990 during the year ended December 31, 2020 and a gain of $1,012 during the year ended December 31, 2019, which are included in “Loss on revaluation of warrants and conversion options” in the consolidated statements of operations and comprehensive loss.

A total of $884 and $724 of accretion expense on the debt discount was recorded in the years ended December 31, 2020 and 2019, respectively, which is included in “Interest expense” in the consolidated statements of operations and comprehensive loss and increased the carrying value of the B3D Note. Total amortization expense related to the B3D Note debt issuance costs was $98 and $130 for the year ended December 31, 2020 and 2019, respectively, which is included in “Interest expense” in the consolidated statements of operations and comprehensive loss.

The B3D Note was 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, guaranteed 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.

Paycheck Protection Program

On May 1, 2020, the Company entered into a U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) promissory note in the principal amount of $5,653 payable to Bank of America, NA (the “Bank of America”) evidencing a PPP loan (the “PPP Loan”). The PPP Loan bears interest at a rate of 1% per annum. No payments will be due on the PPP Loan during a ten-month deferral period. Commencing one month after the expiration of the deferral period, and continuing on the same day of each month thereafter until the maturity date of the PPP Loan, the Company will be obligated to make monthly payments of principal and interest, each in such equal amount required to fully amortize the principal amount outstanding on the PPP Loan by the maturity date. The maturity date is May 2, 2022. The principal amount of the PPP Loan is subject to forgiveness under the PPP upon the Company’s request to the extent that PPP Loan proceeds are used to pay expenses permitted by the PPP. Bank of America may forgive interest accrued on any principal forgiven if the SBA pays the interest. At this time, there can be no assurance that any part of the PPP Loan will be forgiven. The PPP Loan contains customary borrower default provisions and lender remedies, including the right of Bank of America to require immediate repayment in full the outstanding principal balance of the PPP Loan with accrued interest. As of December 31, 2020, $37 of interest has been accrued and is included in Accounts payable, accrued expenses and other in the consolidated balance sheet.

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 $37.20 per share, originally due November 2019, (ii) May 2018 Class A Warrants to purchase 119,287 shares of Common Stock and (iii) May 2018 Class B Warrants to purchase 59,644 shares of Common Stock. The May 2018 Class A Warrants and May 2018 Class B Warrants were originally convertible into Common Stock at $37.20 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 $37.20 per share to $7.44 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 195,453 shares of Common Stock and 118,924 Class A Warrants (the “June 2019 Class A Warrants”). The June 2019 Class A Warrants had an exercise price of $0.0033 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 statements of operations and comprehensive loss.

The June 2019 Class A Warrants were converted into 118,167 shares of Common Stock in July 2019.

Credit Cash Funding Advance

On January 9, 2020, certain of the Company’s wholly owned subsidiaries (the “CC Borrowers”) 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 outstanding repayment amount of was secured by substantially all of the assets of the CC Borrowers, including CC Borrowers’ existing and future accounts receivables and other rights to payment. On June 1, 2020, the CC Borrowers entered into a payoff letter (the “Payoff Letter”) with the CC Lender pursuant to which the CC Agreement was terminated. Under the Payoff Letter, the Company repaid the then outstanding $733 owed under the CC Agreement as of June 1, 2020, net of a $91 discount for prepayment, and the CC Lender released all security interests held on the assets of the CC Borrowers, including the CC Borrowers’ existing and future accounts receivables and other rights to payment. The Company recognized a gain of $91 with is included in Other non-operating incme (expense), net in the consolidated statements of operations and comprehensive loss.

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 $6.00 per share of Common Stock equivalent (the “Series E Preferred Stock”) and (ii) warrants to purchase 312,500 shares of the Company’s Common Stock at an exercise price of $6.00 per share (the “Calm Warrants”). On March 6, 2020, the exercise price of the Calm Warrants was reduced to $1.68 per share and on March 19, 2020 further reduced to $.0525 per share, after giving effect to certain anti-dilution adjustments. The Calm Note was an unsecured subordinated obligation of the Company. The Calm Note matures on May 31, 2022, and bears interest at a rate of 5% per annum, subject to increase in the event of default. Interest on the Calm Note is payable in arrears and may be paid in cash, shares of Series E Preferred Stock or a combination thereof. The Company recorded derivative liabilities for the conversion feature and the Calm Warrants related to the issuance of the Calm Note on July 8, 2019, resulting in a debt discount of $1,369. During the year ended December 31, 2020, the Company recorded accretion expense on the debt discount of $187, which is included in Interest expense in the Company’s consolidated statements of operations and comprehensive loss. In addition, the Company capitalized $220 of debt issuance costs related to the issuance of the Calm Note in 2019. During the year ended December 31, 2020, the Company recorded amortization expense on the debt issuance costs of $30, which is included in Interest expense in the Company’s consolidated statements of operations and comprehensive loss.

On April 17, 2020, the Company and Calm 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. On April 22, 2020, the Company further amended and restated the Calm Note, which had been transferred from Calm to B3D in a private transaction, in order to (i) reflect the transfer of the Calm Note to B3D and (ii) provide for the conversion of the Calm Note directly into Common Stock instead of into shares of the Company’s Series E Convertible Preferred Stock. Aside from the changes outlined above, the original terms of the Calm Note, including the underlying conversion price and the number of shares of Common Stock that may ultimately be issued in connection with the Calm Note, remain in effect and have not been changed.

In 2020, the holder of the Calm Note elected to convert all $2,500 of principal into shares of Common Stock at a conversion price of $0.525. As a result, $9,200 of derivative liability was settled and reclassified to equity, the Company wrote off $947 of unamortized debt discount and $154 of unamortized debt issuance costs, and 4,761,906 shares of Common Stock were issued. The Company assessed the fair value of the conversion option in the Calm Note at each conversion date as well as at the end of each reporting period, resulting in a revaluation loss related to the derivative liability of $8,985 which is included in Loss on revaluation of warrants and conversion options in the consolidated statement of operations and comprehensive loss.

Loss on revaluation of warrants and conversion options

The Company engaged third-party valuation experts to provide the fair value of certain components of the debt, equity and derivative securities transactions as of each of the conversion, exercise and exchange dates during the year ended December 31, 2020. Loss on revaluation of warrants and conversion options is comprised of adjustments to the fair value of the derivative conversion option of the debt instruments and the fair value of the warrants, including a gain of $2,170 related to the Calm Private Placement and the B3D Note during the year ended December 31, 2019 and losses of $11,990, $8,985, $15,480 and $14,692 related to the B3D Note, the Calm Note, the Calm Warrants and the Class A Warrants, respectively, during the year ended December 31, 2020.

May 2018 Convertible Notes

The Company recorded $736 and $135 in accretion of debt discount and amortization of debt issuance costs during the year ended December 31, 2019, respectively, related to its May 2018 convertible notes which were settled in June 2019.

Stockholders' Equity and Warrants

12 Months Ended

Dec. 31, 2020

Stockholders' Equity and Warrants

Stockholders' Equity and Warrants

Note 11. Stockholders’ Equity and Warrants

Warrants

The following table represents the activity related to the Company’s warrants during the year ended December 31, 2020.


		Exercise
	No. of warrants*	price range*
December 31, 2019	1,129,371	$	6.00 – 300.00
Granted	62,843,994	$	0.001 - 6.5663
Exercised	(12,602,972)	$	0.001 - 0.525
Exchanged	(3,317,054)	$	0.525
Expired	(8,958)	$	180.00
December 31, 2020	48,044,381	$	0.525 - 300.00

The Company’s outstanding equity warrants as of December 31, 2020 consist of the following:


				contractual
	No. outstanding*	Exercise price*		life		Expiration Date
October 2015 Warrants	833	$	300.0000	0.29	years	April 15, 2021
December 2016 Warrants	124,413	$	0.5250	0.98	years	December 23, 2021
June 2020 Investor Warrants	7,614,700	$	5.2530	1.21	years	March 17, 2022
June 2020 Placement Agent Warrants	133,258	$	6.5663	1.21	years	March 17, 2022
June 2020 Placement Agent Tail Fee	609,176	$	5.2530	1.21	years	March 17, 2022
August 2020 Investor Warrants	11,216,932	$	3.0200	1.66	years	August 28, 2022
August 2020 Placement Agent Warrants	222,222	$	3.9375	1.66	years	August 28, 2022
August 2020 Placement Agent Tail Fee	897,355	$	3.0200	1.66	years	August 28, 2022
December 2020 Investor Warrants	24,509,806	$	1.7000	1.97	years	December 21, 2022
December 2020 Placement Agent Warrants	754,902	$	2.1250	1.97	years	December 21, 2022
December 2020 Placement Agent Tail Fee	1,960,784	$	1.7000	1.97	years	December 21, 2022
	48,044,381

*Warrants and exercise prices of warrants issued prior to June 11, 2020 are adjusted to reflect the 1:3 reverse stock split.

Warrant Exchanges

On March 19, 2020, the Company entered into separate Warrant Exchange Agreements (the “March Exchange Agreements”) with the holders of certain existing warrants (the “March Exchanged Warrants”) to exchange warrants for shares of the Company’s Common Stock, subject to receipt of the approval of the Company’s stockholders, which was obtained on May 28, 2020. The holders of March Exchanged Warrants exchanged each of the March Exchanged Warrants for 1.5 shares of the Company’s Common Stock. Pursuant to the March Exchange Agreements, the holders exchanged 1,942,131 of the March Exchanged Warrants for an aggregate of 2,913,197 shares of the Company’s Common Stock, which had an aggregate fair value of $6,434. On June 4, 2020, the Company entered into a Warrant Exchange Agreement (the “June Exchange Agreement”) with the holder of certain existing warrants (the “June Exchanged Warrants”) to exchange the June Exchanged Warrants for shares of Common Stock. The holders of the June Exchanged Warrants exchanged each of the June Exchanged Warrants for 1.5 shares of the Company’s Common Stock.

Pursuant to the June Exchange Agreement, on the closing date the holder exchanged 1,374,750 of the June Exchanged Warrants for an aggregate of 2,062,126 shares of Common Stock which had an aggregate fair value of $11,755.

Registered Direct Common Stock Offerings

The Company sold a total of 6,511,280 shares of Common Stock and 1,900,625 of pre-funded warrants and received total proceeds of $4,258, net of financial advisory and consulting fees of $626, in connection with three registered direct offerings in March 2020.

On April 6, 2020, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which it issued and sold, in a registered direct offering (i) 4,139,393 shares of Common Stock at an offering price of $0.66 per share and (ii) an aggregate of 481,818 pre-funded warrants exercisable for shares of Common Stock at an offering price of $0.63 per pre-funded warrant. The Company received proceeds of $2,806, net of $244 in financial advisory consultant fees.

On June 17, 2020, the Company entered into a securities purchase agreement pursuant to which the Company agreed to issue and sell 7,614,700 shares of the Company’s Common Stock at an offering price of $5.253 per share (the “Registered Offering”). In a concurrent private placement (the “Private Placement” and together with the Registered Offering, the “Offerings”), the Company agreed to issue to the purchasers who participated in the Registered Offering warrants (the “Warrants”) exercisable for an aggregate of 7,614,700 shares of Common Stock at an exercise price of $5.25 per share. Each Warrant will be immediately exercisable and will expire 21 months from the issuance date. The Offerings closed on June 19, 2020 with the Company receiving gross proceeds of $40,000 before deducting placement agent fees and related offering expenses of $4,414.

In connection with the Registered Offering, warrants to purchase 133,258 shares of our Common Stock were issued to Palladium Capital Advisors, LLC (“Palladium”) (the “Palladium Warrants”) at an exercise price equal to $5.25 per share and warrants to purchase 609,176 shares of our Common Stock were issued to H.C. Wainwright & Co., LLC (the “H.C.W. Warrants”) at an exercise price equal to $6.5663 per share pursuant to the respective placement agent agreements. Palladium Capital Advisors, LLC and H.C. Wainwright & Co., LLC are also entitled to additional warrants upon the holders’ exercise of warrants pursuant to the respective placement agent agreements.

On August 25, 2020, the Company entered into a securities purchase agreement pursuant to which the Company agreed to issue and sell in a registered direct offering 10,407,408 shares of the Company’s Common Stock and warrants exercisable for an aggregate of 11,216,932 shares of Common Stock at a combined offering price of $3.15 per share. The Warrants have an exercise price of $3.02 per share. The Company also offered and sold to certain purchasers pre-funded warrants to purchase an aggregate of 809,524 shares of Common Stock, in lieu of shares of Common Stock. Each pre-funded warrant represented the right to purchase one share of Common Stock at an exercise price of $0.001 per share and was exercised in August 2020. The offering closed on August 28, 2020 with the Company receiving gross proceeds of $35,333 before deducting placement agent fees and related offering expenses of $3,914.

In connection with the August offering, warrants to purchase 222,222 shares of our Common Stock were issued to Palladium at an exercise price equal to $3.02 per share and warrants to purchase 897,355 shares of our Common Stock were issued to H.C. Wainwright & Co., LLC at an exercise price equal to $3.9375 per share pursuant to the respective placement agent agreements. Palladium Capital Advisors, LLC and H.C. Wainwright & Co., LLC are also entitled to additional warrants upon the holders’ exercise of warrants pursuant to the respective placement agent agreements.

On December 17, 2020, the Company entered into a securities purchase agreement pursuant to which the Company agreed to issue and sell, in a registered direct offering 24,509,806 shares of the Company’s common stock, par value $0.01 per share and warrants exercisable for an aggregate of 24,509,806 in a registered direct offering. The combined purchase price for one share of common stock (or common stock equivalent) and a warrant to purchase one share of common stock is $1.70. Each Warrant is immediately exercisable and will expire 24 months from the issuance date. The offering closed on December 21, 2020 with the Company receiving gross proceeds of approximately $41,667 before deducting placement agent fees and related offering expenses of $5,118.

In connection with the December offering, warrants to purchase 754,902 shares of our Common Stock were issued to Palladium at an exercise price equal to $1.70 per share and warrants to purchase 1,960,784 shares of our Common Stock were issued to H.C Wainwright & Co., LLC at an exercise price equal to $2.13 per share pursuant to the respective placement agent agreements. Palladium Capital Advisors, LLC and H.C. Wainwright & Co., LLC are also entitled to additional warrants upon the holders’ exercise of warrants pursuant to the respective placement agent agreements.

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 $6.00. 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.

During 2020, the Company issued 10,123 shares of Series E Preferred Stock. Subsequent to the issuance, all outstanding shares were converted into 510,460 shares of Common Stock.

Series F Convertible Preferred Stock

The Series F Preferred Stock has a par value of $0.01 per share, a stated value of $100 per share, and was initially convertible into Common Stock at an exercise price of $6.00 per share. On March 6, 2020, the exercise price was reduced from $6.00 to $1.68 and on March 19, 2020 was reduced again to $0.525 after giving effect to certain anti-dilution adjustments. As a result, the Company recorded a deemed dividend of approximately $140 which represents the fair value transferred to the Series F shareholders from the anti-dilution protection being triggered.

During the year ended December 31, 2020 all 8,996 shares of outstanding shares of Series F Convertible Preferred Stock was converted into 1,221,945 shares of Common Stock.

Reverse Stock Split

On June 10, 2020, 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-3 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 three (3) shares of the Company’s pre-reverse split Common Stock were combined and reclassified into one (1) share of Common Stock. A total of 146,577,707 pre-reverse split shares of Common Stock were combined and reclassified into 48,859,213 shares of Common Stock post-reverse stock split. Proportionate voting rights and other rights of common stockholders were affected by the reverse stock split. Stockholders who would have otherwise held a fractional share of Common Stock received payment in cash in lieu of any such resulting fractional shares of Common Stock as the post-reverse split amounts of Common Stock were rounded down to the nearest full share. No fractional shares were issued in connection with the reverse stock split. The reverse stock split became effective at 5:00 p.m., Eastern Time, on June 10, 2020, and the Company’s Common Stock traded on the Nasdaq Capital Market on a post-reverse split basis at the open of business on June 11, 2020.

Fair Value Measurements

12 Months Ended

Dec. 31, 2020

Fair Value Measurements

Fair Value Measurements

Note 12. Fair Value Measurements

The following table presents the placement in the fair value hierarchy of the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis as of December 31, 2020 and 2019. Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to tangible property and equipment and other intangible assets, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. If it is determined that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is included in Impairment / disposal of assets in the consolidated statements of operations and comprehensive loss.


			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)
As of December 31, 2020:
Recurring fair value measurements
Equity securities:
Route1	$	1,768	$	—	$	1,768	$	—
Total equity securities		1,768		—		1,768		—
Total recurring fair value measurements	$	1,768	$	—	$	1,768	$	—
Nonrecurring fair value measurements
Property, plant and equipment	$	4,161	$	—	$	—	$	4,161
Intangible assets		440		—		—		440
Operating lease right-of-use asset		3,034		—		—		3,034
Total nonrecurring fair value measurements	$	7,635	$	—	$	—	$	7,635

As of December 31, 2019:
Recurring fair value measurements
Derivatives:
May 2018 Class A Warrants	$	778	$	—	$	—	$	778
Calm Warrants		382		—		—		382
Calm Conversion Option		216		—		—		216
B3D Conversion Option		1,761		—		—		1,761
Total recurring fair value measurements	$	3,137	$	—	$	—	$	3,137
Nonrecurring fair value measurements
Property, plant and equipment	$	8,064	$	—	$	—	$	8,064
Operating lease right-of-use asset		8,254		—		—		8,254
Contingent consideration		315		—		—		315
Total nonrecurring fair value measurements	$	16,633	$	—	$	—	$	16,633

In addition to the above, the Company’s financial instruments as of December 31, 2020 and 2019 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 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.

The purchase value of the contingent consideration assumed by the Company following the acquisition of Excalibur Integrated Systems, Inc. (“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 expired in 2020.

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, 2020:


December 31, 2019	$	3,137
Increase due to B3D Note Fifth Credit Agreement Amendment		36
Decrease due to the extinguishment of B3D Note		(2,048)
Increase due to B3D Note Sixth Credit Agreement Amendment		3,656
Revaluation of derivative conversion options and warrants		51,147
Conversions of B3D Note to Common Stock		(15,396)
Conversions of Calm Note to Common Stock		(9,200)
Exercise of Series A Warrants		(9,036)
Exercise of Calm Warrants		(4,108)
Warrant Exchange - Series A		(6,434)
Warrant Exchange - Calm Warrants		(11,754)
December 31, 2020	$	—

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.

As of December 31, 2019:


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

Calm Conversion option	Monte Carlo Model	Volatility	66.90	%
		Risk-free interest rate	1.75	%
		Expected term, in years	2.41
		Dividend yield	0.00	%

B3D Conversion option	Monte Carlo Model	Volatility	65.70	%
		Risk-free interest rate	1.62	%
		Expected term, in years	1.42
		Dividend yield	0.00	%

May 2018 Class A Warrants	Monte Carlo Model	Volatility	65.20	%
		Risk-free interest rate	1.67	%
		Expected term, in years	3.38
		Dividend yield	0.00	%

Sensitivity of Level 3 measurements to changes in significant unobservable inputs

The inputs to estimate the fair value of the Company’s derivative 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.

The inputs to calculate future cash flows to estimate the Company’s fair value of the Company’s tangible property and equipment and intangible assets involves uncertainties and matters of significant judgements. Changes in assumptions could significantly affect the estimated fair value of each asset group.

- 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, 2020

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 “2012 Plan”), a maximum of 840,000 shares of Common Stock may be awarded.

Awards granted under the 2012 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 September 2020, the Board of Directors approved a new stock-based compensation plan available to grant stock options, restricted stock and RSU’s to the Company’s directors, employees and consultants. Under the 2020 Equity Incentive Plan (the “2020 Plan”), a maximum of 5,000,000 shares of Common Stock may be issued, subject to receiving shareholder approval which was subsequently obtained on October 28, 2020. The 2012 Plan was terminated upon receipt of shareholder approval of the 2020 Plan.

In September 2020, the Company’s XpresTest subsidiary created a stock-based compensation plan available to grant stock options, restricted stock and RSU’s to the subsidiary’s directors, employees and consultants. Under the XpresTest 2020 Equity Incentive Plan (the “XpresTest Plan”), a maximum of 200 shares of XpresTest Common Stock may be awarded. Certain named executive officers and directors of the Company are eligible to participate in the XpresTest Plan. As of December 31, 2020, no awards under the XpresTest Plan have been granted to such named executive officers or directors.

In September 2020, XpresTest awarded 37.5 shares of restricted stock (the “XpresTest RSAs”) to certain non-employee consultants and advisors under the XpresTest Plan. On the date of the grants, the awarded shares had an aggregate fair market value of $455. The XpresTest RSAs vest upon satisfaction of certain service and performance-based conditions.

As of December 31, 2020, 11.25 shares of the XpresTest RSAs have vested, and there is $212 of unrecognized stock-based compensation related to the awards.

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:	$	1.26 - 5.01
Exercise price:	$	1.26 - 5.01
Expected volatility:		123	%
Expected dividend yield:		0	%
Annual average risk-free rate:		0.37	%
Expected term:		5.38	years

Total stock-based compensation expense for the years ended December 31, 2020 and 2019 was $1,328 and $335, respectively.

The following tables summarize information about stock options and RSU activity during the year ended December 31, 2020:


	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, 2019	—	$	—	49,653	$	63.15	$	1.53 - 2,460.00
Granted	89,567		1.83	1,319,849		1.90		1.26 - 5.01
Exercised/Vested	(89,567)		1.83	(6,167)		1.53		1.53
Forfeited			—	(4,585)		1.53		1.53
Expired	—		—	(4,862)		93.00		93.00
Outstanding as of December 31, 2020	—	$	—	1,353,888	$	3.82	$	1.53 - 2,460.00
Exercisable as of December 31, 2020	—	$	—	672,405	$	5.28	$	1.53 - 2,460.00

The weighted average remaining contractual term for options outstanding as of December 31, 2020 was 9.5 years.

As of December 31, 2020, 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, 2020.

* Balances as of December 31, 2019 were adjusted to reflect the impact of the 1:3 reverse stock split that became effective on June 11, 2020.

Segment Information

12 Months Ended

Dec. 31, 2020

Segment Information

Segment Information

Note 14. Segment Information

The Company analyzes the results of the business through the two reportable segments: XpresSpa and XpresTest. The XpresSpa segment provides travelers premium spa services, including massage, nail and skin care, as well as spa and travel products. The XpresTest segment provides diagnostic COVID-19 tests at XpresCheck™ Wellness Centers in airports, to airport employees and to the traveling public. The chief operating decision maker evaluates the operating results and performance of our segments through operating income. Expenses that can be specifically identified with a segment have been included as deductions in determining operating income. Any remaining expenses and other charges are included in Corporate and Other.

The Company currently operates in two geographical regions: United States and all other countries, which 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, 2020 and 2019. 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, security deposits and right of use lease assets.


	For the years ended
	December 31,
	2020		2019
Revenue
United States	$	7,051	$	43,455
All other countries		1,334		5,060
Total revenue	$	8,385	$	48,515
Long-lived assets
United States	$	9,019	$	15,122
All other countries		1,380		2,886
Total long-lived assets	$	10,399	$	18,008

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, the Company currently has two reportable operating segments: XpresSpa and XpresTest. As of December 31, 2020, we operated 45 XpresSpa locations, consisting of 40 domestic and 5 international locations, and XpresTest, through its XpresCheck Wellness Centers, operated in 5 domestic airport locations.




	For the twelve months ended
	December 31,
	2020		2019
Revenue
XpresSpa	$	8,045	$	47,328
XpresTest		80		—
Corporate and other		260		1,187
Total revenue	$	8,385	$	48,515

Operating loss
XpresSpa	$	(29,966)	$	(12,180)
XpresTest		(3,494)		—
Corporate and other		(6,644)		(3,692)
Total operating loss	$	(40,104)	$	(15,872)



	December 31,		December 31,
	2020		2019
Assets
XpresSpa	$	9,014	$	26,690
XpresTest		2,999		—
Corporate and other		91,120		2,034
Total assets	$	103,133	$	28,724

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

Related Parties Transactions	12 Months Ended
Related Parties Transactions	Dec. 31, 2020
Related Parties Transactions
Related Parties Transactions	Note 15. Related Parties Transactions 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 previously held 937,500 warrants to purchase shares of Company's Common stock and a $2,500 unsecured note convertible into the Company's Series E Convertible Preferred Stock (see Note 10, Long-term Notes and Convertible Notes for further details). During the years ended December 31, 2020 and 2019, the Company recorded revenue of $11 and $40, 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, 2020 and 2019.

Accounts Payable, Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2020

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, 2020, and 2019, the Company’s accounts payable, accrued expenses and other current liabilities were comprised of the following:


	December 31,
	2020		2019
Accounts payable	$	2,440	$	7,069
Litigation accrual		2,221		1,800
Deposit contract liability		886		279
Accrued compensation		287		1,162
Tax-related liabilities		551		429
Gift certificates and loyalty reward program liabilities		495		527
Other		502		1,285
Total accounts payable, accrued expenses and other current liabilities	$	7,382	$	12,551

Concentrations of Supplier Risk

For the XpresTest segment, substantially all supplies for testing were purchased from one vendor. For the XpresSpa segment, substantially all inventory was also purchased from one vendor.

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Taxes.

Income Taxes

Note 17. Income Taxes

For the years ended December 31, 2020 and 2019, the loss before income taxes consisted of the following:


	2020		2019
Domestic	$	(91,030)	$	(21,567)
Foreign		(1,195)		891
	$	(92,225)	$	(20,676)

Income tax expense (benefit) for the years ended December 31, 2020 and 2019 consisted of the following:


	For the years ended December 31,
	2020		2019
Current:
Federal	$	—	$	(167)
State		7		(6)
Foreign		—		27
Deferred:
Federal		—		—
	$	7	$	(146)

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 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,
	2020			2019
Loss from operations before income taxes	$	(92,225)		$	(20,676)
Tax rate		21	%		21	%

Computed “expected” tax benefit		(19,367)			(4,342)
State taxes, net of federal income tax benefit		(2,395)			(944)
Change in valuation allowance		12,459			3,039
Nondeductible expenses		10,841			607
Other items		(1,531)			1,494
Income tax expense (benefit)	$	7		$	(146)

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, 2020 and 2019 are as follows:


	December 31,
	2020		2019
Deferred income tax assets
Net operating loss carryforwards	$	50,446	$	41,985
Stock-based compensation		4,765		4,642
Intangible assets and other		9,034		5,161
Net deferred income tax assets		64,245		51,788
Less:
Valuation allowance		(64,245)		(51,788)
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, 2019	$	48,748
Charged to cost and expenses		4,842
Return to provision true-up and other		(1,802)
As of December 31, 2019		51,788
Charged to cost and expenses		11,984
Return to provision true-up and other		473
As of December 31, 2020	$	64,245

As of December 31, 2020, the Company’s estimated aggregate total NOLs were $150,926, for U.S. federal purposes, expiring 20 years from the respective tax years to which they relate, and $60,269 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. The Company is not currently under audit in any taxing jurisdictions. The federal statute of limitations for audit consideration is 3 years from the filing date, and generally states implement a statute of limitations of between 3 and 5 years.

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, 2020
Commitments and Contingencies
Commitments and Contingencies	Note 18. Commitments and Contingencies Litigation and legal proceedings Certain of the Company’s outstanding legal matters include speculative claims for substantial or indeterminate amounts of damages. The Company regularly evaluates developments in its legal matters that could affect the amount of any potential liability and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being any potential liability and the estimated amount of a loss related to the Company’s legal matters. With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company’s management believes that the amount or range of a potential loss will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Company evaluated the outstanding legal matters and assessed the probability and likelihood of the occurrence of liability. Based on management’s estimates, the Company has recorded accruals of $2,221 and $1,800 as of December 31, 2020 and December 31, 2019, 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 went forward on March 20, 2019. 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. 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”) have been executed by the applicable parties. Pursuant to the terms of the settlement, all pending litigation was dismissed. Also, pursuant to the Settlement Agreement terms, the City agreed to approve new five-year leases for the Company and Cordial to operate as joint venture partners for spas located on Concourse A and Concourse C of the Hartsfield-Jackson Atlanta International Airport (“together, “Leases”). The City has approved the new Leases, and the Leases have been executed by the Company and the City. The parties are in the process of negotiating and completing an operating agreement. Such negotiations have been deferred during the Hartsfield-Jackson Atlanta International Airport shutdown due to the pandemic. Pursuant to the Payment Agreement, the Company has recorded an expense, made payment and accrued the balance of the amounts due thereunder that is included in Accounts payable, accrued expenses and other current liabilities. 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. 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. On or about August 10, 2020, the parties entered into settlement agreements and are seeking a preliminary approval order from the Court. The Company retained joint counsel to represent the Company and the Binns. In January 2020, the Binns then retained separate counsel, and made a demand upon the Company to pay said counsel’s fees. In March 2020, the Company rejected the demand. On July 27, 2020, the Binns filed a complaint against the Company in Delaware Chancery Court regarding the Company’s rejection of the Binns’ demand for payment of counsel’s fees. This action sought declaratory and injunctive relief compelling the Company to pay counsel’s fees and was captioned Moreton Binn and Marisol Binn v. XpresSpa Group, Inc. f/k/a Form Holdings Corp. f/k/a XpresSpa Holdings, LLC, No. 2020-0623. The parties have settled this action, which was voluntarily dismissed on September 17, 2020, and the Company paid specified counsel fees. 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 and 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. 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 was scheduled for May 4, 2020. On May 8, 2020, the Second Circuit affirmed the dismissal of all claims against the Defendants. Binn, et al. v. Bernstein et al. On June 3, 2019, a 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 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. On August 6, 2020, the court dismissed the plaintiff’s complaint with prejudice and without leave to amend. Kainz v. FORM Holdings Corp. et al. On March 20, 2019, a 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. On June 1, 2020 plaintiff filed his appellate brief. On June 16, 2020, the Second Circuit entered the parties’ non-dispositive stipulation, dismissing certain defendant-appellees, including the Company. On July 6, 2020, the remaining defendants filed their opposition brief. On July 27, 2020, the plaintiff filed their reply brief. On July 28, 2020, the Second Circuit marked plaintiff’s reply brief as defective because it was filed a week late. Subsequently, plaintiff moved to request permission to file a late reply brief. On January 11, 2021, the judgment of the Court was affirmed by the Second Circuit court. 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 of $567,000 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. The Company counterclaimed against the Plaintiffs for amounts owed to the Company in relation to the sale of Excluded Inventory and is seeking damages thereon. 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 were scheduled to take place in Toronto, Canada in June 2020. The action settled at mediation on or about September 17, 2020. The parties agreed to dismiss the claim and the counterclaim, subject to XpresSpa’s right to commence an application to seek rectification of certain shares and warrants that were issued in connection with the Member Purchase Agreement. On September 21, 2020, the Ontario Superior Court of Justice entered an Order dismissing, without costs, the action and counterclaim. XpresSpa was granted the Order seeking the rectification of the shares and warrant and that matter was completed in March 2021. Rodger Jenkins and Gregory Jones v. XpresSpa Group, Inc. In March 2019, Rodger Jenkins and Gregory Jones 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. When this action was first commenced, the plaintiffs had demanded cash or stock in the sum of $750. On or about January 3, 2020, the court granted the plaintiffs’ motion to amend their pleading to increase their total demand to $1,500. On December 11, 2020, the court issued its decision and order on the parties’ respective motions for summary judgment in which the court: (a) awarded plaintiffs damages in the sum of $750, plus prejudgment interest; (b) granted that portion of the Company’s motion dismissing Jenkins’s claim for $600 based on his having executed a written waiver of his right to receive that sum; and (c) denied both sides’ motions with respect to Jones’s claim to recover $150 and directed Jones’s claim to be tried. The court has stated that the trial on the remaining portion of Jones’s claim will occur in May 2021. We remain confident in the Company’s defenses to the remaining portion of Jones’s claim. We further believe that the Company has meritorious arguments with respect to the claims already decided against the Company, and, accordingly, the Company plans to appeal all unfavorable rulings following the trial of Jones’s remaining claim. 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. The Company made the final settlement installment payment on or about July 15, 2020. The claim against the Company is now fully resolved and the action has been dismissed as to the Company. The Company obtained a default judgment against MobiPT on October 27, 2020 and intends to seek reimbursement of $192 from MobiPT, but there is no assurance the Company will be successful. Kyle Collins v. Spa Products Import & Distribution Co., LLC et al This is a combined class action and California Private Attorney’s General Act (“PAGA”) action. Plaintiff seeks to recover wages, penalties and PAGA penalties for claims for (1) failure to provide meal periods, (2) failure to provide rest breaks, (3) failure to pay overtime, (4) inaccurate wage statements, (5) waiting time penalties, and (6) PAGA penalties of $100 per employee per pay period per violation. There are approximately 240 current and former employees in the litigation class. The parties agreed to mediation on May 26, 2020, however, due to COVID-19 the parties subsequently stayed all proceedings. The mediation session occurred on March 18, 2021and the parties reached a settlement in principle. 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, 2020
Subsequent Events
Subsequent Events	Note 19. Subsequent Events On March 22, 2021, the Company executed a cashless exercise of 3,000,000 warrants of Route 1. In exchange, the Company received 1,355,443 common shares of Route 1. See Note 7. Other assets for further discussion of the Route 1 equity investments. In 2021, holders of the Company’s December 2020 Investor Warrants, December 2020 Placement Agent Warrants and December 2020 Placement Agent Tail Fee Warrants exercised a total of 11,223,529 warrants for common shares. The Company received gross proceeds of approximately $19,161. In accordance with the placement agent agreements with H.C. Wainwright & Co., LLC and Palladium, the Company paid cash fees of $2,154 and issued 842,589 warrants to H.C. Wainwright & Co., LLC at an exercise price of $2.125 per share and 325,500 warrants to Palladium at an exercise price of $1.70 per share. See Note 11. Stockholders’ Equity and Warrants for related discussion.

Accounting and Reporting Policies (Policies)

12 Months Ended

Dec. 31, 2020

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

All inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method.

Intangible assets

(g) Intangible assets

Property and Equipment

(h) Property and Equipment

Impairment of long-lived assets

(i) Impairment of long-lived assets

Leases

(j) Leases

Restricted cash

(k) Restricted cash

Equity investments

(l) Equity investments

Revenue recognition

(m) Revenue recognition

Gift cards and customer rewards program

(n) Gift cards and customer rewards program

Segment reporting

(o) Segment reporting

Pre-opening costs

(p) Pre-opening costs

Cost of sales

(q) Cost of sales

Cost of sales consists of spa and clinic operating costs. These costs include all costs that are directly attributable to the location’s operations and include:

payroll and related benefits for the location’s operations and management;

rent, percentage rent and occupancy costs;

the cost of merchandise and testing supplies;

freight, shipping and handling costs;

production costs;

inventory shortage and valuation adjustments; and

costs associated with sourcing operations.

Stock-based compensation

(r) Stock-based compensation

Income taxes

(s) Income taxes

Noncontrolling interests

(t) Noncontrolling interests

Net loss per common share

(u) Net loss per common share

Commitments and contingencies

(v) Commitments and contingencies

Reclassification

(w) Reclassification

Fair value measurements

(x) 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

(y) Recently adopted accounting pronouncements

Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”)

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

Recently issued accounting pronouncements

(z) Recently issued accounting pronouncements

Accounting Standards Update No. 2020-10—Codification Improvements

Accounting Standards Update No. 2020-06—Debt--Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)

Accounting Standards Update No. 2019-12—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

Net Loss per Share of Common Stock (Tables)

12 Months Ended

Dec. 31, 2020

Net Loss per Share of Common Stock

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




	Year ended
	December 31,
	2020		2019

Basic and diluted numerator:
Net loss attributable to XpresSpa Group, Inc.	$	(90,488)	$	(21,223)
Less: deemed dividend on warrants and preferred stock		(945)		—
Net loss attributable to common shareholders	$	(91,433)	$	(21,223)
Basic and diluted denominator:
Basic and diluted weighted average shares outstanding		44,567,542		1,634,444
Basic and diluted net loss per share	$	(2.05)	$	(12.99)

Net loss per share data presented above excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Both vested and unvested options to purchase an equal number of shares of Common Stock		1,353,888		49,653
Warrants to purchase an equal number of shares of Common Stock		48,044,381		1,129,371
Preferred stock on an as converted basis		—		655,164
Convertible notes on an as converted basis		—		1,583,333
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders		49,398,269		3,417,521

Cash, Cash Equivalents, and Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2020

Cash, Cash Equivalents, and Restricted Cash

Schedule of cash, cash equivalents, and restricted cash


	December 31, 2020		December 31, 2019
Cash denominated in United States dollars	$	88,636	$	890
Cash denominated in currency other than United States dollars		1,158		1,048
Restricted cash		701		451
Credit and debit card receivables		7		246
Total cash, cash equivalents and restricted cash	$	90,502	$	2,635

Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2020

Other Current Assets

Schedule of other current assets


	December 31, 2020		December 31, 2019
Prepaid expenses	$	1,135	$	984
Other		186		118
Total other current assets	$	1,321	$	1,102

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2020

Property and Equipment

Schedule of Public Utility Property, Plant, and Equipment


	December 31,
	2020		2019		Useful Life
Leasehold improvements	$	8,357	$	16,102	Average 5-8 years
Furniture and fixtures		362		863	3-4 years
Other operating equipment		388		1,305	Maximum 5 years
		9,107		18,270
Accumulated depreciation		(4,946)		(10,206)
Total property and equipment, net	$	4,161	$	8,064

Other Assets (Tables)

12 Months Ended

Dec. 31, 2020

Other Assets

Schedule of other assets


	December 31, 2020		December 31, 2019
Equity investments	$	1,768	$	484
Lease deposits		736		755
Other		85		—
Other assets	$	2,588	$	1,239

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2020

Intangible Assets

Schedule of company's intangible assets


	December 31, 2020						December 31, 2019
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade name	$	1,339	$	(899)	$	440	$	13,309	$	(6,709)	$	6,600
Software		694		(264)		430		312		(129)		183
Total intangible assets	$	2,033	$	(1,163)	$	870	$	13,621	$	(6,838)	$	6,783

Schedule of estimated amortization expense


Calendar Years ending December 31,	Amount
2021		412
2022		390
2023		67
2024		1
Total	$	870

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases

Schedule of supplemental cash flow information related to leases


	Year ended December 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(2,344)	$	(2,623)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	(3,144)	$	(12,565)
Leased assets surrendered in exchange for termination of operating lease liabilities	$	11	$	447

Schedule of future minimum commitments

As of December 31, 2020, future minimum operating leases commitments are as follows:


Calendar Years ending December 31,	Amount
2021	$	3,658
2022		2,804
2023		2,018
2024		1,409
2025		810
Thereafter		1,443
Total future lease payments		12,143
Less: interest expense at incremental borrowing rate		(2,416)
Net present value of lease liabilities	$	9,727

Schedule of other assumptions and pertinent information


Weighted average remaining lease term:	4.5	years
Weighted average discount rate used to determine present value of operating lease liability:	10.31	%

Long-term Notes and Convertible Notes (Tables)

12 Months Ended

Dec. 31, 2020

Long-term Notes and Convertible Notes

Schedule of total debt


	December 31, 2020		December 31, 2019
B3D Note, net of unamortized debt discount and debt issuance costs of $2,420 as of December 31 ,2019	$	—	$	4,580
Promissory note, unsecured		5,653		—
Calm Note, net of unamortized debt discount and debt issuance costs of $1,318 as of December 31, 2019		—		1,182
Total debt	$	5,653	$	5,762

Stockholders' Equity and Warrants (Tables)

12 Months Ended

Dec. 31, 2020

Stockholders' Equity and Warrants

Schedule of information about all warrant activity


		Exercise
	No. of warrants*	price range*
December 31, 2019	1,129,371	$	6.00 – 300.00
Granted	62,843,994	$	0.001 - 6.5663
Exercised	(12,602,972)	$	0.001 - 0.525
Exchanged	(3,317,054)	$	0.525
Expired	(8,958)	$	180.00
December 31, 2020	48,044,381	$	0.525 - 300.00

Schedule of outstanding derivative & equity warrants

The Company’s outstanding equity warrants as of December 31, 2020 consist of the following:


				contractual
	No. outstanding*	Exercise price*		life		Expiration Date
October 2015 Warrants	833	$	300.0000	0.29	years	April 15, 2021
December 2016 Warrants	124,413	$	0.5250	0.98	years	December 23, 2021
June 2020 Investor Warrants	7,614,700	$	5.2530	1.21	years	March 17, 2022
June 2020 Placement Agent Warrants	133,258	$	6.5663	1.21	years	March 17, 2022
June 2020 Placement Agent Tail Fee	609,176	$	5.2530	1.21	years	March 17, 2022
August 2020 Investor Warrants	11,216,932	$	3.0200	1.66	years	August 28, 2022
August 2020 Placement Agent Warrants	222,222	$	3.9375	1.66	years	August 28, 2022
August 2020 Placement Agent Tail Fee	897,355	$	3.0200	1.66	years	August 28, 2022
December 2020 Investor Warrants	24,509,806	$	1.7000	1.97	years	December 21, 2022
December 2020 Placement Agent Warrants	754,902	$	2.1250	1.97	years	December 21, 2022
December 2020 Placement Agent Tail Fee	1,960,784	$	1.7000	1.97	years	December 21, 2022
	48,044,381

*Warrants and exercise prices of warrants issued prior to June 11, 2020 are adjusted to reflect the 1:3 reverse stock split.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Measurements

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


			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
As of December 31, 2020:
Recurring fair value measurements
Equity securities:
Route1	$	1,768	$	—	$	1,768	$	—
Total equity securities		1,768		—		1,768		—
Total recurring fair value measurements	$	1,768	$	—	$	1,768	$	—
Nonrecurring fair value measurements
Property, plant and equipment	$	4,161	$	—	$	—	$	4,161
Intangible assets		440		—		—		440
Operating lease right-of-use asset		3,034		—		—		3,034
Total nonrecurring fair value measurements	$	7,635	$	—	$	—	$	7,635

As of December 31, 2019:
Recurring fair value measurements
Derivatives:
May 2018 Class A Warrants	$	778	$	—	$	—	$	778
Calm Warrants		382		—		—		382
Calm Conversion Option		216		—		—		216
B3D Conversion Option		1,761		—		—		1,761
Total recurring fair value measurements	$	3,137	$	—	$	—	$	3,137
Nonrecurring fair value measurements
Property, plant and equipment	$	8,064	$	—	$	—	$	8,064
Operating lease right-of-use asset		8,254		—		—		8,254
Contingent consideration		315		—		—		315
Total nonrecurring fair value measurements	$	16,633	$	—	$	—	$	16,633

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


December 31, 2019	$	3,137
Increase due to B3D Note Fifth Credit Agreement Amendment		36
Decrease due to the extinguishment of B3D Note		(2,048)
Increase due to B3D Note Sixth Credit Agreement Amendment		3,656
Revaluation of derivative conversion options and warrants		51,147
Conversions of B3D Note to Common Stock		(15,396)
Conversions of Calm Note to Common Stock		(9,200)
Exercise of Series A Warrants		(9,036)
Exercise of Calm Warrants		(4,108)
Warrant Exchange - Series A		(6,434)
Warrant Exchange - Calm Warrants		(11,754)
December 31, 2020	$	—

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
Calm Warrants	Monte Carlo Model	Volatility	66.90	%
		Risk-free interest rate	1.62	%
		Expected term, in years	4.52
		Dividend yield	0.00	%

Calm Conversion option	Monte Carlo Model	Volatility	66.90	%
		Risk-free interest rate	1.75	%
		Expected term, in years	2.41
		Dividend yield	0.00	%

B3D Conversion option	Monte Carlo Model	Volatility	65.70	%
		Risk-free interest rate	1.62	%
		Expected term, in years	1.42
		Dividend yield	0.00	%

May 2018 Class A Warrants	Monte Carlo Model	Volatility	65.20	%
		Risk-free interest rate	1.67	%
		Expected term, in years	3.38
		Dividend yield	0.00	%

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Stock-based Compensation

Schedule of fair value of stock options estimated


Share price of the Company’s Common Stock on the grant date:	$	1.26 - 5.01
Exercise price:	$	1.26 - 5.01
Expected volatility:		123	%
Expected dividend yield:		0	%
Annual average risk-free rate:		0.37	%
Expected term:		5.38	years

Stock options and restricted stock units activity


	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, 2019	—	$	—	49,653	$	63.15	$	1.53 - 2,460.00
Granted	89,567		1.83	1,319,849		1.90		1.26 - 5.01
Exercised/Vested	(89,567)		1.83	(6,167)		1.53		1.53
Forfeited			—	(4,585)		1.53		1.53
Expired	—		—	(4,862)		93.00		93.00
Outstanding as of December 31, 2020	—	$	—	1,353,888	$	3.82	$	1.53 - 2,460.00
Exercisable as of December 31, 2020	—	$	—	672,405	$	5.28	$	1.53 - 2,460.00

Segment Information (Tables)

12 Months Ended

Dec. 31, 2020

Segment Information

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


	For the years ended
	December 31,
	2020		2019
Revenue
United States	$	7,051	$	43,455
All other countries		1,334		5,060
Total revenue	$	8,385	$	48,515
Long-lived assets
United States	$	9,019	$	15,122
All other countries		1,380		2,886
Total long-lived assets	$	10,399	$	18,008

Schedule of segment reporting information, by segment




	For the twelve months ended
	December 31,
	2020		2019
Revenue
XpresSpa	$	8,045	$	47,328
XpresTest		80		—
Corporate and other		260		1,187
Total revenue	$	8,385	$	48,515

Operating loss
XpresSpa	$	(29,966)	$	(12,180)
XpresTest		(3,494)		—
Corporate and other		(6,644)		(3,692)
Total operating loss	$	(40,104)	$	(15,872)



	December 31,		December 31,
	2020		2019
Assets
XpresSpa	$	9,014	$	26,690
XpresTest		2,999		—
Corporate and other		91,120		2,034
Total assets	$	103,133	$	28,724

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

12 Months Ended

Dec. 31, 2020

Accounts Payable, Accrued Expenses and Other Current Liabilities

Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities

As of December 31, 2020, and 2019, the Company’s accounts payable, accrued expenses and other current liabilities were comprised of the following:


	December 31,
	2020		2019
Accounts payable	$	2,440	$	7,069
Litigation accrual		2,221		1,800
Deposit contract liability		886		279
Accrued compensation		287		1,162
Tax-related liabilities		551		429
Gift certificates and loyalty reward program liabilities		495		527
Other		502		1,285
Total accounts payable, accrued expenses and other current liabilities	$	7,382	$	12,551

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Taxes.

Schedule of Income before Income Tax, Domestic and Foreign

For the years ended December 31, 2020 and 2019, the loss before income taxes consisted of the following:


	2020		2019
Domestic	$	(91,030)	$	(21,567)
Foreign		(1,195)		891
	$	(92,225)	$	(20,676)

Schedule of Components of Income Tax Expense (Benefit)

Income tax expense (benefit) for the years ended December 31, 2020 and 2019 consisted of the following:


	For the years ended December 31,
	2020		2019
Current:
Federal	$	—	$	(167)
State		7		(6)
Foreign		—		27
Deferred:
Federal		—		—
	$	7	$	(146)

Schedule of Effective Income Tax Rate Reconciliation


	For the years ended December 31,
	2020			2019
Loss from operations before income taxes	$	(92,225)		$	(20,676)
Tax rate		21	%		21	%

Computed “expected” tax benefit		(19,367)			(4,342)
State taxes, net of federal income tax benefit		(2,395)			(944)
Change in valuation allowance		12,459			3,039
Nondeductible expenses		10,841			607
Other items		(1,531)			1,494
Income tax expense (benefit)	$	7		$	(146)

Schedule of Deferred Tax Assets and Liabilities


	December 31,
	2020		2019
Deferred income tax assets
Net operating loss carryforwards	$	50,446	$	41,985
Stock-based compensation		4,765		4,642
Intangible assets and other		9,034		5,161
Net deferred income tax assets		64,245		51,788
Less:
Valuation allowance		(64,245)		(51,788)
Net deferred income tax assets	$	—	$	—

Summary of Valuation Allowance


As of January 1, 2019	$	48,748
Charged to cost and expenses		4,842
Return to provision true-up and other		(1,802)
As of December 31, 2019		51,788
Charged to cost and expenses		11,984
Return to provision true-up and other		473
As of December 31, 2020	$	64,245

General (Details) $ in Thousands	12 Months Ended
General (Details) $ in Thousands	Dec. 31, 2020 USD ($) location segment	Dec. 31, 2019 USD ($)
Number of operating segment \| segment	2
Number of operating locations \| location	45
Revenues	$ 8,385	$ 48,515
Impairment of assets	15,356	6,090
Impairment expense related to operating lease right of use assets	6,341	1,217
Lease concessions	2,562
Cash and cash equivalents	89,801	2,184
Total current assets	91,779	3,933
Total current liabilities	13,477	16,220
Working capital	78,302
Working capital deficiency		12,287
Proceeds from registered direct offerings	$ 110,619
United States
Number of operating locations \| location	40
Revenues	$ 7,051	$ 43,455
Non-US
Number of operating locations \| location	5
Trade name [Member]
Impairment of intangible assets	$ 3,934
Massage and Nailcare [Member]
Percentage of revenue	84.00%	82.00%
Retail Products and Travel Accessories [Member]
Percentage of revenue	12.00%	15.00%
Other [Member]
Percentage of revenue	4.00%	3.00%
Minimum
Rent concession period	3 months
Maximum
Rent concession period	6 months
XpresSpa
Revenues	$ 8,045	$ 47,328
XpresTest
Revenues	$ 80
XpresTest \| United States
Number of operating locations \| location	5
Management Services Agreements (“MSAs”)
Recognized revenue	$ 80

Accounting and Reporting Policies (Details) $ in Thousands	12 Months Ended
Accounting and Reporting Policies (Details) $ in Thousands	Dec. 31, 2020 USD ($) location segment	Dec. 31, 2019 USD ($)
Deposit contract liability	$ 886	$ 279
uncertain tax positions	0	0
Revenues	$ 8,385	48,515
Number of operating segment \| segment	2
Number of operating locations \| location	45
Management Services Agreements (“MSAs”)
Recognized revenue	$ 80
Services and Retail Products
Revenues	8,045	47,328
XpresSpa
Revenues	8,045	47,328
XpresTest
Revenues	80
United States
Revenues	$ 7,051	$ 43,455
Number of operating locations \| location	40
United States \| XpresTest
Number of operating locations \| location	5
Non-US
Number of operating locations \| location	5
Accounts payable, accrued expenses and other Member
Deposit contract liability	$ 886

Net Loss per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share Disclosure
Net loss attributable to XpresSpa Group, Inc.	$ (90,488)	$ (21,223)
Less: deemed dividend on warrants and preferred stock	(945)	0
Net loss from operations attributable to common shareholders	$ (91,433)	$ (21,223)
Basic and diluted shares of weighted average shares outstanding	44,567,542	1,634,444
Basic and diluted net loss per share	$ (2.05)	$ (12.99)
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	49,398,269	3,417,521
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		655,164
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	1,353,888	49,653
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	48,044,381	1,129,371
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		1,583,333

Net Loss per Share of Common Stock (Additional Information) (Details)		12 Months Ended
	Jun. 11, 2020 shares	Dec. 31, 2019
Net Loss per Share of Common Stock
Reverse stock split, conversion ratio	0.33	1.00
Number of shares reduced	3

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Cash, Cash Equivalents, and Restricted Cash
Cash denominated in United States dollars	$ 88,636	$ 890
Cash denominated in currency other than United States dollars	1,158	1,048
Restricted cash	701	451
Credit and debit card receivables	7	246
Total cash, cash equivalents and restricted cash	$ 90,502	$ 2,635	$ 3,890

Cash, Cash Equivalents, and Restricted Cash (Additional Information) (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Cash, Cash Equivalents, and Restricted Cash
Credit card receivables	$ 7	$ 246
Deposits in excess of FDIC limits	88,556
Amount of cash in overseas accounts	1,158	1,048
Aggregate cash, cash equivalents, and restricted cash	$ 90,502	$ 2,635	$ 3,890

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Other Current Assets
Prepaid expenses	$ 1,135	$ 984
Other	186	118
Total other current assets	$ 1,321	$ 1,102

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property and equipment, Gross	$ 9,107	$ 18,270
Accumulated depreciation	(4,946)	(10,206)
Property and equipment, Net	4,161	8,064
Impairment on property and equipment	4,954	1,844
Impairment/disposal of assets	15,356	6,090
Impairment of Leasehold		620
Reduction of remaining right of use asset and lease liability		421
Capitalized cost expensed		231
Write off of assets		109
Depreciation expense	2,853	3,821
Leasehold Improvements [Member]
Property and equipment, Gross	$ 8,357	16,102
Leasehold Improvements [Member] \| Minimum
Property and equipment, useful life	5 years
Leasehold Improvements [Member] \| Maximum
Property and equipment, useful life	8 years
Furniture and Fixtures [Member]
Property and equipment, Gross	$ 362	863
Furniture and Fixtures [Member] \| Minimum
Property and equipment, useful life	3 years
Furniture and Fixtures [Member] \| Maximum
Property and equipment, useful life	4 years
Other Operating Equipment [Member]
Property and equipment, Gross	$ 388	$ 1,305
Property and equipment, useful life	5 years

Other Assets - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Other Assets
Equity investments	$ 1,768	$ 484
Lease deposits	736	755
Other	85
Other assets	$ 2,588	$ 1,239

Other Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Equity investments	$ 1,768	$ 484
Fair value of the investment	1,768
Impairment charge	(1,287)	1,984
Impairment loss on cost method investment	4,954	1,844
Security deposits	736	755
Fli Charge [Member]
Impairment loss on cost method investment		47
Marathon Patent Group Inc [Member]
Equity investments		23
Fair value of the investment			$ 450
Proceeds from the sale of other investments		14
Other Nonoperating Income (Expense) [Member]
Unrealized gain on remeasurement of common stock and warrants	$ 1,284
Infomedia Services Limited [Member]
Impairment charge		787
Route1 Inc
Impairment charge		$ 1,141

Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,033	$ 13,621
Accumulated Amortization	(1,163)	(6,838)
Net Carrying Amount	870	6,783
Trade name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,339	13,309
Accumulated Amortization	(899)	(6,709)
Net Carrying Amount	440	6,600
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	694	312
Accumulated Amortization	(264)	(129)
Net Carrying Amount	$ 430	$ 183

Intangible Assets - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
2021	$ 412
2022	390
2023	67
2024	1
Total	$ 870	$ 6,783

Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Amortization And Impairment Of Intangible Assets	$ 2,357	$ 2,303
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets		$ 85
Trade name [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets	$ 3,934
Expected useful lives (in years)	6 years
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Expected useful lives (in years)	5 years

Leases - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Incremental borrowing rate	9.00%	11.24%
Lease concessions	$ 2,562
Variable lease payments	611	$ 3,025
Impairment on leasehold improvements		620
Impairment expense related to operating lease right of use assets	6,341	1,217
Rental expense for operating leases	$ 2,057	$ 8,175
Minimum
Rent concession period	3 months
Maximum
Rent concession period	6 months

Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Leases
Operating cash flows from operating leases	$ (2,344)	$ (2,623)
Leased assets obtained in exchange for new and modified operating lease liabilities	(3,144)	(12,565)
Leased assets surrendered in exchange for termination of operating lease liabilities	$ 11	$ 447

Leases - Future Minimum Commitments (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Leases
2021	$ 3,658
2022	2,804
2023	2,018
2024	1,409
2025	810
Thereafter	1,443
Total future lease payments	12,143
Less: interest expense at incremental borrowing rate	(2,416)
Net present value of lease liabilities	$ 9,727

Leases - Other Assumptions and Pertinent Information (Details)	Dec. 31, 2020
Leases
Weighted average remaining lease term (years):	4 years 6 months
Weighted average discount rate used to determine present value of operating lease liability:	10.31%

Long-term Notes and Convertible Notes (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Mar. 06, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Total debt	$ 5,653		$ 5,762
B3D Note [Member]
Debt Instrument [Line Items]
Total debt			4,580
Unamortized debt discount and debt issuance costs			2,420
B3D Note [Member] \| Credit agreement with B3D, LLC
Debt Instrument [Line Items]
Total debt		$ 3,994
Promissory note
Debt Instrument [Line Items]
Total debt	$ 5,653
Calm Note, net
Debt Instrument [Line Items]
Total debt			1,182
Unamortized debt discount and debt issuance costs			$ 1,318

Long-term Notes and Convertible Notes - B3D Senior Secured Loan (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 06, 2020	Jan. 09, 2020	Mar. 31, 2020	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Mar. 19, 2020	Mar. 05, 2020	Jan. 08, 2020	Jul. 08, 2019
Amortization expense					$ 128	$ 1,031
Conversion price	$ 1.68						$ 0.525
Debt outstanding					5,653	5,762
Loss on the extinguishment of debt					(182)
Shares issued on conversion of debt				2,913,197
Current portion of promissory note, unsecured					3,298
Accretion expense					1,125	958
Credit agreement with B3D, LLC
Debt instrument, face amount	$ 7,900	$ 7,150						$ 7,150	$ 7,000	$ 7,000
Increase in principal and interest accrued of debt	750	$ 150
Issuance of common shares to pay interest on borrowings		97,223,000
Debt fee capitalized		$ 150			650
Increase in principle portion	500
Increase due to accrued interest	$ 250
Conversion price	$ 1.68							$ 6.00
Extinguishment of debt, net			$ 4,829
Unamortized debt discount on extinguishment of debt			1,845
Unamortized debt issuance cost on extinguishment of debt			$ 476
Credit agreement with B3D, LLC \| Interest expense [Member]
Amortization expense					62
B3D Note [Member]
Amortization expense					$ 98	130
Conversion price			$ 1.68		$ 0.525
Debt outstanding						4,580
Derivative liability					$ 15,395
Principal amount of debt converted					7,900
Write off of deferred debt issuance cost					$ 3,156
Shares issued on conversion of debt					13,934,525
Loss on derivative liability					$ 11,990	1,012
Accretion expense					884	724
Extinguishment of derivative liability			$ 2,048
B3D Note [Member] \| Credit agreement with B3D, LLC
Debt outstanding	$ 3,994
Unamortized cost	3,656
Deferred finance costs	250
Derivative liability	$ 3,656
Loss on the extinguishment of debt					273
Calm Note, net
Debt instrument, face amount										$ 2,500
Amortization expense					$ 30
Conversion price					$ 0.525					$ 6.00
Debt outstanding						$ 1,182
Deferred finance costs					$ 220					$ 1,369
Principal amount of debt converted					2,500
Write off of deferred debt discount cost					947
Write off of deferred debt issuance cost					$ 154
Shares issued on conversion of debt					4,761,906
Loss on derivative liability					$ 8,985
Accretion expense					$ 187

Long-term Notes and Convertible Notes - Paycheck Protection Program (Details) - Paycheck Protection Program - USD ($) $ in Thousands	May 01, 2020	Dec. 31, 2020
Debt Instrument [Line Items]
Debt instrument, face amount	$ 5,653
Interest rate (as a percent)	1.00%
Deferral period	10 months
Accrued interest payments		$ 37

Long-term Notes and Convertible Notes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands						1 Months Ended		3 Months Ended	12 Months Ended
	Mar. 06, 2020	Jan. 09, 2020	Jul. 08, 2019	Jun. 27, 2019	May 15, 2018	Mar. 31, 2020	Jul. 31, 2019	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jun. 17, 2020	Jun. 04, 2020	Mar. 19, 2020	Mar. 05, 2020	Jan. 08, 2020
Common stock, par value									$ 0.01	$ 0.01
Accretion expense									$ 1,125	$ 958
Amortization expense									$ 128	1,031
Debt conversion expense										1,584
Shares issued on conversion of debt								2,913,197
Exercise price per warrant									$ 1.70
Warrants to purchase shares of common stock								1,942,131				1,374,750
Conversion price	$ 1.68												$ 0.525
B3D Note [Member]
Interest rate (as a percent)			11.24%
Debt instrument, face amount			$ 6,500
Credit agreement with B3D, LLC
Debt instrument, face amount	$ 7,900	$ 7,150	$ 7,000											$ 7,150	$ 7,000
Increase in principal and interest accrued of debt	750	$ 150
Increase in principle portion	$ 500
Issuance of common shares to pay interest on borrowings		97,223,000
Debt instrument, debt default, percent			9.00%
Debt fee capitalized		$ 150							$ 650
Conversion price	$ 1.68													$ 6.00
Extinguishment of debt, net						$ 4,829
Unamortized debt discount on extinguishment of debt						1,845
Unamortized debt issuance cost on extinguishment of debt						$ 476
Convertible common stock \| Third amendment agreement
Shares issued on conversion of debt				195,453
Offerings
Exercise price per warrant											$ 5.25
Warrants to purchase shares of common stock											7,614,700
5% Secured Convertible Notes
Interest rate (as a percent)					5.00%
Write off of deferred debt issuance cost					$ 135
Aggregate proceeds					$ 4,438
Conversion price				$ 37.20
5% Secured Convertible Notes \| Third amendment agreement
Debt conversion expense				$ 1,584
5% Secured Convertible Notes \| Convertible common stock \| Third amendment agreement
Conversion price				$ 7.44
B3D Note [Member]
Accretion expense									884	724
Amortization expense									98	130
Write off of deferred debt issuance cost									$ 3,156
Shares issued on conversion of debt									13,934,525
Conversion price						$ 1.68			$ 0.525
B3D Note [Member] \| Credit agreement with B3D, LLC
Unamortized cost	$ 3,656
Debt issuance costs, net	$ 250
Calm Note, net
Interest rate (as a percent)									5.00%
Debt instrument, face amount			$ 2,500
Accretion expense									$ 187
Debt issuance costs, net			$ 1,369						220
Settlement of derivative liability through the issuance of Common Stock									9,200
Amortization expense									30
Write off of deferred debt issuance cost									$ 154
Shares issued on conversion of debt									4,761,906
Conversion price			$ 6.00						$ 0.525
Class A Warrants \| 5% Secured Convertible Notes
Warrants to purchase shares of common stock					119,287
Conversion price					$ 37.20
Class B Warrants \| 5% Secured Convertible Notes
Warrants to purchase shares of common stock					59,644
Conversion price					$ 37.20
June 2019 Class A Warrants \| Third amendment agreement
Shares issued on conversion of debt				118,924
Exercise price per warrant				$ 0.0033
Appraised value of Warrants										689
Warrant expenses										$ 689
June 2019 Class A Warrants \| Convertible common stock \| Third amendment agreement
Warrants issued on conversion of convertible notes							118,167

Long-term Notes and Convertible Notes - Credit Cash Funding Advances (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 01, 2020	Dec. 31, 2020	Jan. 09, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Debt outstanding		$ 5,653		$ 5,762
Gain on early repayment of debt		(182)
CC Lender \| CC Agreement
Debt Instrument [Line Items]
Debt instrument, face amount			$ 1,000
Debt fee capitalized			160
Debt outstanding			$ 1,160
Repayments of debt	$ 733
Gain on early repayment of debt	$ 91	$ 91

Long-term Notes and Convertible Notes - Calm Note (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Apr. 17, 2020	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 17, 2020	Aug. 25, 2020	Jun. 17, 2020	Jun. 04, 2020	Apr. 06, 2020	Mar. 19, 2020	Mar. 06, 2020	Jul. 08, 2019
Debt Instrument [Line Items]
Conversion price										$ 0.525	$ 1.68
Warrants to purchase shares of common stock		1,942,131						1,374,750
Exercise price per warrant			$ 1.70
Accretion expense			$ 1,125	$ 958
Amortization expense			$ 128	$ 1,031
Shares issued on conversion of debt		2,913,197
Calm Warrants
Debt Instrument [Line Items]
Warrants to purchase shares of common stock												312,500
Exercise price per warrant										$ 0.0525	$ 1.68	$ 6.00
Calm Note, net
Debt Instrument [Line Items]
Debt instrument, face amount												$ 2,500
Conversion price			$ 0.525									$ 6.00
Interest rate (as a percent)			5.00%
Debt issuance costs, net			$ 220									$ 1,369
Accretion expense			187
Amortization expense			30
Beneficially ownership percentage	4.99%
Settlement of derivative liability through the issuance of Common Stock			9,200
Principal amount of debt converted			2,500
Write off of deferred debt issuance cost			154
Write off of deferred debt discount cost			$ 947
Shares issued on conversion of debt			4,761,906
Loss on derivative liability			$ 8,985
Purchase agreement
Debt Instrument [Line Items]
Warrants to purchase shares of common stock					24,509,806	11,216,932	7,614,700		481,818
Exercise price per warrant					$ 1.70	$ 3.02

Long-term Notes and Convertible Notes - Loss on Revaluation of Warrants and Conversion Options (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Revaluation of warrants and conversion options	$ 51,147	$ (2,170)
Calm Warrants
Debt Instrument [Line Items]
Revaluation of warrants and conversion options	15,480
Class A Warrants
Debt Instrument [Line Items]
Revaluation of warrants and conversion options	14,692
B3D Note [Member]
Debt Instrument [Line Items]
Gain (loss) on revaluation of warrants and conversion options	2,170
Revaluation of warrants and conversion options	11,990
Calm Note, net
Debt Instrument [Line Items]
Revaluation of warrants and conversion options	$ 8,985

Long-term Notes and Convertible Notes - May 2018 Convertible Notes (Details) - May 2018 Convertible Notes $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Accretion of debt discount	$ 736
Amortization of debt discount and debt issuance costs	$ 135

Stockholders' Equity and Warrants - Schedule of Changes In Warrants Activity (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Exercise price
Balance at the end (in dollars per share)	$ 1.70
Warrants
Warrants [Line Items]
Outstanding, Opening Balance \| shares	1,129,371
Granted \| shares	62,843,994
Exercised \| shares	(12,602,972)
Exchanged \| shares	(3,317,054)
Expired \| shares	(8,958)
Outstanding, Ending Balance \| shares	48,044,381
Exercise price
Exercise price range, Exchanged	$ 0.525
Exercise price range, Expired	180.00
Warrants \| Minimum
Exercise price
Exercise price range, Beginning Balance	6.00
Exercise price range, Granted	0.001
Exercise price range, Exercised	0.001
Exercise price range, Expired	180.00
Exercise price range, Ending Balance	0.525
Warrants \| Maximum
Exercise price
Exercise price range, Beginning Balance	300.00
Exercise price range, Granted	6.5663
Exercise price range, Expired	0.525
Exercise price range, Ending Balance	$ 300.00

Stockholders' Equity and Warrants - Schedule of Warrants Outstanding (Details)		12 Months Ended
	Jun. 11, 2020	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019
Warrants [Line Items]
Exercise price \| $ / shares		$ 1.70
Reverse stock split, conversion ratio	0.33		1.00
Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares		48,044,381
October 2015 Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares		833
Exercise price \| $ / shares		$ 300.0000
Remaining contractual life		3 months 15 days
Expiration Date		April 15, 2021
December 2016 Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares		124,413
Exercise price \| $ / shares		$ 0.5250
Remaining contractual life		11 months 23 days
Expiration Date		December 23, 2021
June 2020 Investor Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares		7,614,700
Exercise price \| $ / shares		$ 5.2530
Remaining contractual life		1 year 2 months 16 days
Expiration Date		March 17, 2022
June 2020 Placement Agent Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares		133,258
Exercise price \| $ / shares		$ 6.5663
Remaining contractual life		1 year 2 months 16 days
Expiration Date		March 17, 2022
June 2020 Placement Agent Tail Fee [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares		609,176
Exercise price \| $ / shares		$ 5.2530
Remaining contractual life		1 year 2 months 16 days
Expiration Date		March 17, 2022
August 2020 Investor Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares		11,216,932
Exercise price \| $ / shares		$ 3.0200
Remaining contractual life		1 year 7 months 28 days
Expiration Date		August 28, 2022
August 2020 Placement Agent Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares		222,222
Exercise price \| $ / shares		$ 3.9375
Remaining contractual life		1 year 7 months 28 days
Expiration Date		August 28, 2022
August 2020 Placement Agent Tail Fee [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares		897,355
Exercise price \| $ / shares		$ 3.0200
Remaining contractual life		1 year 7 months 28 days
Expiration Date		August 28, 2022
December 2020 Investor Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares		24,509,806
Exercise price \| $ / shares		$ 1.7000
Remaining contractual life		1 year 11 months 19 days
Expiration Date		December 21, 2022
December 2020 Placement Agent Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares		754,902
Exercise price \| $ / shares		$ 2.1250
Remaining contractual life		1 year 11 months 19 days
Expiration Date		December 21, 2022
December 2020 Placement Agent Tail Fee [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares		1,960,784
Exercise price \| $ / shares		$ 1.7000
Remaining contractual life		1 year 11 months 19 days
Expiration Date		December 21, 2022

Stockholders' Equity and Warrants - Additional Information (Details) $ / shares in Units, $ in Thousands											1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 01, 2021 shares	Dec. 21, 2020 USD ($)	Dec. 17, 2020 $ / shares shares	Aug. 28, 2020 USD ($)	Aug. 25, 2020 $ / shares shares	Jun. 19, 2020 USD ($)	Jun. 11, 2020	Jun. 10, 2020 shares	Jun. 04, 2020 USD ($) shares	Apr. 06, 2020 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) shares	Jun. 30, 2020 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019	Jun. 17, 2020 $ / shares shares	Mar. 19, 2020 $ / shares	Mar. 06, 2020 $ / shares	Mar. 05, 2020 $ / shares	Jul. 08, 2019 $ / shares shares	Jun. 08, 2019	May 31, 2018 $ / shares
Warrants [Line Items]
Number of shares per warrant									1.5		1.5
Warrants to purchase shares of common stock									1,374,750			1,942,131
Warrants converted into shares of common stock												2,913,197
Number of shares converted	510,460								2,062,126				1,221,945
Number of shares issued											6,511,280
Gross proceeds \| $											$ 4,258
Equity offering costs \| $											$ 626
Exercise price per warrant \| $ / shares													$ 1.70
Conversion price \| $ / shares																$ 0.525	$ 1.68
Deemed dividend \| $													$ 140
Reverse stock split, conversion ratio							0.33							1.00
Offerings
Warrants [Line Items]
Warrants to purchase shares of common stock															7,614,700
Gross proceeds \| $						$ 40,000
Equity offering costs \| $						$ 4,414
Exercise price per warrant \| $ / shares															$ 5.25
Warrants term															21 months
Common Stock [Member]
Warrants [Line Items]
Number of shares pre-reverse stock split								146,577,707
Number of shares post-reverse stock split								48,859,213
Series E Convertible Preferred Stock [Member]
Warrants [Line Items]
Number of shares issued													10,123
Preferred Stock, Shares Authorized																			2,397,060
Preferred stock, par value \| $ / shares																			$ 6.00
Interest rate (as a percent)																				10.00%
Series F Convertible Preferred Stock [Member]
Warrants [Line Items]
Number of shares issued													8,996
Preferred stock, par value \| $ / shares																					$ 0.01
Preferred stock, stated value \| $ / shares																					100
Conversion price \| $ / shares																		$ 6.00			$ 6.00
Warrants
Warrants [Line Items]
Exercised											1,900,625
Reverse stock split, conversion ratio							0.33	0.33
Calm Warrants
Warrants [Line Items]
Warrants to purchase shares of common stock																			312,500
Exercise price per warrant \| $ / shares																$ 0.0525	$ 1.68		$ 6.00
March Exchange Agreement [Member]
Warrants [Line Items]
Aggregate fair value \| $												$ 6,434
June Exchange Agreement [Member]
Warrants [Line Items]
Aggregate fair value \| $									$ 11,755
Purchase agreement
Warrants [Line Items]
Number of shares per warrant			1										754,902
Warrants to purchase shares of common stock			24,509,806		11,216,932					481,818					7,614,700
Number of shares issued			24,509,806		10,407,408					4,139,393
Gross proceeds \| $				$ 35,333						$ 2,806
Equity offering costs \| $		$ 5,118								$ 244
Share price \| $ / shares			$ 0.01		$ 3.15					$ 0.66					$ 5.253
Offering price per pre-funded warrant \| $ / shares										$ 0.63
Exercise price per warrant \| $ / shares			$ 1.70		$ 3.02
Proceeds from issuance of warrants \| $		$ 41,667
Warrants term			24 months
Stock issuance costs \| $				$ 3,914
Purchase agreement \| Pre-funded warrant
Warrants [Line Items]
Number of shares per warrant					1
Warrants to purchase shares of common stock					809,524
Exercise price per warrant \| $ / shares					$ 0.001
Purchase agreement \| Palladium Warrants
Warrants [Line Items]
Number of shares per warrant															133,258
Warrants to purchase shares of common stock					222,222
Exercise price per warrant \| $ / shares					$ 3.02										$ 5.25
Purchase agreement \| H.C.W. Warrants
Warrants [Line Items]
Number of shares per warrant													1,960,784		609,176
Warrants to purchase shares of common stock					897,355
Exercise price per warrant \| $ / shares					$ 3.9375								$ 2.13		$ 6.5663

Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	$ 1,768
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		$ 3,137
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	1,768
Derivatives		3,137
Assets, fair value	1,768
Fair Value, Recurring [Member] \| Calm Conversion Option
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		216
Fair Value, Recurring [Member] \| B3D Conversion Option
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		1,761
Fair Value, Recurring [Member] \| May 2018 Class A Warrants
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		778
Fair Value, Recurring [Member] \| Calm Warrants
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		382
Fair Value, Recurring [Member] \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	1,768
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	0
Derivatives		0
Assets, fair value	0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| Calm Conversion Option
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| B3D Conversion Option
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| May 2018 Class A Warrants
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| Calm Warrants
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	1,768
Derivatives		0
Assets, fair value	1,768
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member] \| Calm Conversion Option
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member] \| B3D Conversion Option
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member] \| May 2018 Class A Warrants
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member] \| Calm Warrants
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member] \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	1,768
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		3,137
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| Calm Conversion Option
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		216
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| B3D Conversion Option
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		1,761
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| May 2018 Class A Warrants
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		778
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| Calm Warrants
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives		382
Fair Value, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Property, plant and equipment	4,161	8,064
Intangible assets	440
Operating lease right-of-use assets	3,034	8,254
Contingent consideration		315
Assets, fair value	7,635	16,633
Fair Value, Nonrecurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Property, plant and equipment	0	0
Intangible assets	0
Operating lease right-of-use assets	0	0
Contingent consideration		0
Assets, fair value	0	0
Fair Value, Nonrecurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Property, plant and equipment	0	0
Intangible assets	0
Operating lease right-of-use assets	0	0
Contingent consideration		0
Assets, fair value	0	0
Fair Value, Nonrecurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Property, plant and equipment	4,161	8,064
Intangible assets	440
Operating lease right-of-use assets	3,034	8,254
Contingent consideration		315
Assets, fair value	$ 7,635	$ 16,633

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, 2020	Dec. 31, 2019
Revaluation of derivative conversion options and warrants	$ 51,147	$ (2,170)
Conversion of Stock and Notes into Common Stock		3,494
Warrant Exchange		3,494
May 2018 Series A Warrants
Exercise of Warrants into Common Stock	9,037
Calm Warrants
Revaluation of derivative conversion options and warrants	15,480
Conversion of Stock and Notes into Common Stock	10,599
Exercise of Warrants into Common Stock	4,108
Warrant Exchange	11,755
Fair Value, Inputs, Level 3 [Member]
Derivative liability, beginning period	3,137
Increase due to B3D Note Fifth Credit Agreement Amendment	36
Decrease due to the extinguishment of B3D Note	(2,048)
Increase due to B3D Note Sixth Credit Agreement Amendment	3,656
Revaluation of derivative conversion options and warrants	51,147
Derivative liability, ending period		$ 3,137
Fair Value, Inputs, Level 3 [Member] \| May 2018 Series A Warrants
Exercise of Warrants into Common Stock	(9,036)
Warrant Exchange	(6,434)
Fair Value, Inputs, Level 3 [Member] \| Calm Warrants
Exercise of Warrants into Common Stock	(4,108)
Warrant Exchange	(11,754)
Fair Value, Inputs, Level 3 [Member] \| Calm Conversion Option
Conversion of Stock and Notes into Common Stock	(9,200)
Fair Value, Inputs, Level 3 [Member] \| B3D Conversion Option
Conversion of Stock and Notes into Common Stock	$ (15,396)

Fair Value Measurements - Derivative Warrant Liabilities Based Upon Sensitivity and Nature of Inputs (Details) - $ / shares	12 Months Ended
	Dec. 31, 2019	Mar. 19, 2020	Mar. 06, 2020
Conversion price		$ 0.525	$ 1.68
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] \| B3D Conversion Option
Fair value assumptions rate	65.70%
Derivative Warrant Liabilities [Member] \| Measurement Input, Price Volatility [Member] \| May 2018 Class A Warrants
Fair value assumptions rate	65.20%
Derivative Warrant Liabilities [Member] \| Measurement Input, Price Volatility [Member] \| Calm Warrants
Fair value assumptions rate	66.90%
Derivative Warrant Liabilities [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Calm Conversion Option
Fair value assumptions rate	1.75%
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] \| May 2018 Class A Warrants
Fair value assumptions rate	1.67%
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, Expected Term [Member] \| Calm Conversion Option
Fair value assumptions expected term (in years)	2 years 4 months 28 days
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Term [Member] \| B3D Conversion Option
Fair value assumptions expected term (in years)	1 year 5 months 1 day
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Term [Member] \| May 2018 Class A Warrants
Fair value assumptions expected term (in years)	3 years 4 months 17 days
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Term [Member] \| Calm Warrants
Fair value assumptions expected term (in years)	4 years 6 months 7 days
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] \| B3D Conversion Option
Fair value assumptions rate	0.00%
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Dividend Rate [Member] \| May 2018 Class A Warrants
Fair value assumptions rate	0.00%
Derivative Warrant Liabilities [Member] \| Measurement Input, Expected Dividend Rate [Member] \| Calm Warrants
Fair value assumptions rate	0.00%

Fair Value Measurements - Intangible Assets Measured at Fair Value on a Non-Recurring Basis (Details)	Dec. 31, 2020 USD ($)
Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Alternatives [Abstract]
Derivative, fair value, net	$ 0

Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Jun. 11, 2020	Sep. 30, 2020 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)
Stockholders Equity [Line Items]
Number of options, granted			1,319,849
Stock-based compensation expense \| $			$ 1,328	$ 335
Aggregate intrinsic value associated with the options outstanding \| $			0
Unrecognized stock-based payment cost related to non-vested stock options \| $			$ 0
Reverse stock split, conversion ratio	0.33			1.00
Warrants
Stockholders Equity [Line Items]
No. of RSUs, Granted			62,843,994
Stock Compensation Plan
Stockholders Equity [Line Items]
Options, expiry period			10 years
Options, vesting period			1 year
Minimum
Stockholders Equity [Line Items]
Granted, exercise price \| $ / shares			$ 1.26
Maximum
Stockholders Equity [Line Items]
Granted, exercise price \| $ / shares			$ 5.01
Weighted average remaining contractual term for options outstanding			9 years 6 months
2012 Plan [Member] \| Maximum
Stockholders Equity [Line Items]
Number of shares authorized			840,000
2020 Plan [Member] \| Maximum
Stockholders Equity [Line Items]
Number of shares authorized		5,000,000
XpresTest 2020 Plan [Member] \| Restricted Stock Units (RSUs)
Stockholders Equity [Line Items]
No. of RSUs, Vested			11.25
Unrecognized stock-based compensation related to the awards \| $			$ 212
XpresTest 2020 Plan [Member] \| Directors, Employees And Consultants
Stockholders Equity [Line Items]
Number of shares authorized			200
Awards granted under the plan			0
XpresTest 2020 Plan [Member] \| Share-based Payment Arrangement, Nonemployee \| Restricted Stock Units (RSUs)
Stockholders Equity [Line Items]
Issuance of restricted stock (in shares)		37.5
Fair market value of shares granted under the plan \| $		$ 455

Stock-Based Compensation - Variables Used in Estimating Fair Value of Stock Options (Details) - Employee Stock Option [Member]	12 Months Ended
	Dec. 31, 2020 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility:	123.00%
Expected dividend yield:	0.00%
Annual average risk-free rate:	0.37%
Expected term:	5 years 4 months 17 days
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price of the Company's Common Stock on the grant date:	$ 1.26
Exercise price:	1.26
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price of the Company's Common Stock on the grant date:	5.01
Exercise price:	$ 5.01

Stock-Based Compensation - Stock Options and RSU Activity (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Stockholders Equity [Line Items]
No. of options, Outstanding as of December 31, 2019 \| shares	49,653
No. of options, Granted \| shares	1,319,849
No. of options, Exercised/Vested \| shares	(6,167)
No. of options, Forfeited \| shares	(4,585)
No. of options, Expired \| shares	(4,862)
No. of options, Outstanding as of December 31, 2020 \| shares	1,353,888
No. of options, Exercisable as of December 31, 2020 \| shares	672,405
Exercise price range, Exercised/Vested	$ 1.53
Exercise price range, Forfeited	1.53
Exercise price range, Expired	93.00
Weighted average grant date fair value, Balance at December 31, 2019	63.15
Weighted average grant date fair value, Granted	1.90
Weighted average grant date fair value, Exercised/Vested	1.53
Weighted average grant date fair value, Forfeited	1.53
Weighted average grant date fair value, Expired	93.00
Weighted average grant date fair value, Balance at December 31, 2020	3.82
Weighted average grant date fair value, exercisable	$ 5.28
Restricted Stock [Member]
Stockholders Equity [Line Items]
No. of options, Outstanding as of December 31, 2019 \| shares	0
No. of options, Granted \| shares	89,567
No. of options, Exercised/Vested \| shares	(89,567)
No. of options, Forfeited \| shares	0
No. of options, Expired \| shares	0
No. of options, Outstanding as of December 31, 2020 \| shares	0
No. of options, Exercisable as of December 31, 2020 \| shares	0
Weighted average grant date fair value, Balance at December 31, 2019	$ 0.00
Weighted average grant date fair value, Granted	1.83
Weighted average grant date fair value, Exercised/Vested	1.83
Weighted average grant date fair value, Forfeited	0.00
Weighted average grant date fair value, Expired	0.00
Weighted average grant date fair value, Balance at December 31, 2020	0.00
Weighted average grant date fair value, exercisable	0.00
Minimum
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2019	1.53
Exercise price range, Granted	1.26
Exercise price range, Forfeited	1.53
Exercise price range, Outstanding as of December 31, 2020	1.53
Exercise price range, Exercisable as of December 31, 2020	1.53
Maximum
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2019	2,460.00
Exercise price range, Granted	5.01
Exercise price range, Outstanding as of December 31, 2020	2,460.00
Exercise price range, Exercisable as of December 31, 2020	$ 2,460.00

Segment Information - Geographical Revenue, Segment Operating Loss and Total Asset Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) location segment	Dec. 31, 2019 USD ($)
Revenue
Total revenue	$ 8,385	$ 48,515
Segment operating income (loss)
Total operating income (loss)	(40,104)	(15,872)
Assets
Total long-lived assets	10,399	18,008
Total assets	$ 103,133	28,724
Number of reportable segments \| segment	2
Number of operating segment \| segment	2
Number of locations operated \| location	45
XpresSpa
Revenue
Total revenue	$ 8,045	47,328
Segment operating income (loss)
Total operating income (loss)	(29,966)	(12,180)
Assets
Total assets	9,014	26,690
XpresTest
Revenue
Total revenue	80
Segment operating income (loss)
Total operating income (loss)	(3,494)
Assets
Total assets	2,999
Corporate and Other
Revenue
Total revenue	260	1,187
Segment operating income (loss)
Total operating income (loss)	(6,644)	(3,692)
Assets
Total assets	91,120	2,034
United States
Revenue
Total revenue	7,051	43,455
Assets
Total long-lived assets	9,019	15,122
All other countries
Revenue
Total revenue	1,334	5,060
Assets
Total long-lived assets	$ 1,380	$ 2,886
Domestic
Assets
Number of locations operated \| location	40
Number of airport locations \| location	5
International
Assets
Number of locations operated \| location	5

Related Parties Transactions - Additional Information (Details) - Calms Branded Products [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue from related party	$ 11	$ 40
Series E Convertible Preferred Stock [Member]
Warrants to purchase common stock shares			937,500
Conversion of Convertible Notes into Common Stock and Class A Warrants			$ 2,500

Accounts Payable, Accrued Expenses and Other Current Liabilities - Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Accounts Payable, Accrued Expenses and Other Current Liabilities
Accounts payable	$ 2,440	$ 7,069
Litigation accrual	2,221	1,800
Deposit contract liability	886	279
Accrued compensation	287	1,162
Tax-related liabilities	551	429
Gift certificates and loyalty reward program liabilities	495	527
Other	502	1,285
Total accounts payable, accrued expenses and other current liabilities	$ 7,382	$ 12,551

Income Taxes - Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Taxes.
Domestic	$ (91,030)	$ (21,567)
Foreign	(1,195)	891
Total	$ (92,225)	$ (20,676)

Income Taxes - Income Tax Benefit (Expense) Attributable to the Operating Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal		$ (167)
State	$ 7	(6)
Foreign		27
Deferred:
Federal
Total	$ 7	$ (146)

Income Taxes - Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Taxes.
Loss from operations before income taxes	$ (92,225)	$ (20,676)
Tax rate	21.00%	21.00%
Computed "expected" tax benefit	$ (19,367)	$ (4,342)
State taxes, net of federal income tax benefit	(2,395)	(944)
Change in valuation allowance	12,459	3,039
Nondeductible expenses	10,841	607
Other items	(1,531)	1,494
Income tax expense (benefit)	$ 7	$ (146)

Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Deferred income tax assets
Net operating loss carryforwards	$ 50,446	$ 41,985
Stock-based compensation	4,765	4,642
Intangible assets and other	9,034	5,161
Net deferred income tax assets	64,245	51,788
Less:
Valuation allowance	(64,245)	(51,788)	$ (48,748)
Net deferred income tax assets	$ 0	$ 0

Income Taxes - Changes to Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Taxes [Line Items]
Beginning Balance	$ 51,788	$ 48,748
Return to provision true-up and other	473	(1,802)
Ending Balance	64,245	51,788
Continuing Operations [Member]
Income Taxes [Line Items]
Charged to cost and expenses	$ 11,984	$ 4,842

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Taxes.
Income tax expense	$ 7	$ (146)
Operating loss carryforwards	$ 150,926
Expiring period	20 years
Operating loss carry forwards without limitation	$ 60,269

Commitments and Contingencies (Details)				1 Months Ended		12 Months Ended
Commitments and Contingencies (Details)	Dec. 11, 2020 USD ($)	May 26, 2020 USD ($) employee	Mar. 07, 2018 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2015 employee	Dec. 31, 2020 USD ($)	Jan. 03, 2020 USD ($)	Dec. 31, 2019 USD ($)	Nov. 22, 2019	Aug. 07, 2018 claim plaintiff	May 07, 2018
Loss Contingencies [Line Items]
Lease term									5 years
Number of claims filed \| plaintiff										8
Number of claims dismissed \| claim										10
Number of plaintiff's dismissal denied \| claim										2
Threshold notice period to decide whether to participate						30 days
EFP Capital Solutions LLC [Member]
Loss Contingencies [Line Items]
Amount of expense paid				$ 165,000
MobiPT
Loss Contingencies [Line Items]
Amount of reimbursement seeks				192,000
Route1 Security Corporation [Member] \| Group Mobile Intl, LLC [Member]
Loss Contingencies [Line Items]
Noncontrolling interest, ownership percentage by parent											100.00%
Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Estimated litigation liability, current						$ 2,221,000		$ 1,800,000
In re Chen et al [Member]
Loss Contingencies [Line Items]
Notice of FLSA misclassification claim term					3 years
Number of former employees \| employee					4
Rodger Jenkins and Gregory Jones Lawsuit [Member]
Loss Contingencies [Line Items]
Estimate of possible loss				$ 750,000			$ 1,500,000
Alleged Breaches of a Membership Purchase Agreement [Member]
Loss Contingencies [Line Items]
Loss contingency damages sought			$ 567,000
Rodger Jenkins and Gregory Jones [Member]
Loss Contingencies [Line Items]
Loss contingency damages sought	$ 750,000
Loss contingency damages awarded	600,000
Litigation amount denied by court	$ 150,000
Kyle Collins [Member]
Loss Contingencies [Line Items]
Number of current and former employees \| employee		240
Penalties per employee per pay period		$ 100

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
	Mar. 22, 2021	Mar. 31, 2020	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2020	Jun. 04, 2020
Subsequent Event [Line Items]
Warrants issued					1,942,131	1,374,750
Gross proceeds		$ 4,258
Warrant exercise price				$ 1.70
Subsequent event \| December 2020 Warrants
Subsequent Event [Line Items]
Total of warrants exercised			11,223,529
Gross proceeds			$ 19,161
Subsequent event \| H.C.W. Warrants \| Placement Agent Agreement
Subsequent Event [Line Items]
Warrants issued			842,589
Cash fees paid			$ 2,154
Warrant exercise price			$ 2.125
Subsequent event \| Palladium Warrants \| Placement Agent Agreement
Subsequent Event [Line Items]
Warrants issued			325,500
Warrant exercise price			$ 1.70
Subsequent event \| Route1 Inc
Subsequent Event [Line Items]
Warrants issued	3,000,000
Exercise of Warrants	1,355,443