Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2016 | |
Document Information [Line Items] | |
Document Type | S4 |
Amendment Flag | true |
Document Period End Date | Jun. 30, 2016 |
Entity Registrant Name | FORM Holdings Corp. |
Entity Central Index Key | 1,410,428 |
Entity Filer Category | Smaller Reporting Company |
Trading Symbol | FH |
Amendment Description | Amendment to S-4 document filed on 2016-09-09. |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets | ||||
Cash and cash equivalents | $ 27,449 | $ 24,951 | $ 16,023 | |
Deposits with courts | 0 | 1,930 | 2,067 | |
Accounts receivable, net | 530 | 246 | 0 | |
Inventory | 260 | 379 | 0 | |
Other current assets | 134 | 698 | 510 | |
Total current assets | 28,373 | 28,204 | 18,600 | |
Intangible assets, net | 3,426 | 16,476 | 17,625 | |
Goodwill | 4,863 | 4,863 | 0 | |
Other assets | 1,085 | 916 | 1,210 | |
Total assets | 37,747 | 50,459 | 37,435 | |
Current liabilities | ||||
Accounts payable, accrued expenses and other current liabilities | 6,327 | 5,855 | 4,732 | |
Deferred revenue | 439 | 175 | 0 | |
Senior secured notes | 800 | 3,111 | 0 | |
Total current liabilities | 7,566 | 9,141 | 4,732 | |
Other Liabilities: | ||||
Derivative warrant liabilities | 329 | 416 | 174 | |
Other liabilities | 140 | 386 | 1,349 | |
Total liabilities | 8,035 | 9,943 | 6,255 | |
Commitments and contingencies | ||||
Stockholders' equity | ||||
Common stock, value | 150 | 132 | 93 | [1] |
Additional paid-in capital | 241,186 | 237,246 | 216,792 | [1] |
Accumulated deficit | (211,624) | (196,862) | (185,705) | [1] |
Total stockholders' equity | 29,712 | 40,516 | 31,180 | [1] |
Total liabilities and stockholders' equity | 37,747 | 50,459 | 37,435 | |
Series A convertible preferred stock [Member] | ||||
Stockholders' equity | ||||
Preferred stock, value | 0 | 0 | 0 | [1] |
Series B Convertible Preferred Stock [Member] | ||||
Stockholders' equity | ||||
Preferred stock, value | 0 | 0 | $ 0 | [1] |
Series C Junior Preferred Stock [Member] | ||||
Stockholders' equity | ||||
Preferred stock, value | $ 0 | $ 0 | ||
[1] | Adjusted to reflect the impact of the 1:10 reverse stock split that became effective on November 27, 2015. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2014 | |
Stockholders' Equity, Reverse Stock Split | 1:10 reverse stock split | ||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, authorized | 150,000,000 | 150,000,000 | 150,000,000 |
Common stock, issued | 13,220,050 | 15,011,498 | 9,340,490 |
Common stock, outstanding | 13,220,050 | 15,011,498 | 9,340,490 |
Series A convertible preferred stock [Member] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 500,000 | 500,000 | 500,000 |
Preferred stock, issued | 6,968 | 6,968 | 0 |
Preferred stock, outstanding | 0 | 0 | 0 |
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, authorized | 5,000,000 | 5,000,000 | |
Preferred stock, issued | 1,666,667 | 1,666,667 | |
Preferred stock, outstanding | 0 | 0 | |
Series C Junior Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, authorized | 300,000 | 300,000 | |
Preferred stock, issued | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||||||||
Revenue | |||||||||||||
Licensing revenue | $ 8,912 | $ 0 | $ 9,675 | $ 150 | $ 21,750 | $ 1,425 | |||||||
Product revenue | 2,450 | 0 | 3,731 | 0 | 937 | 0 | |||||||
Total revenue | 11,362 | 0 | 13,406 | 150 | 22,687 | 1,425 | |||||||
Costs and expenses | |||||||||||||
Cost of goods sold | 2,179 | 0 | 3,306 | 0 | 800 | [1] | 0 | [1] | |||||
Operating legal costs | 4,243 | [2] | 5,464 | [2] | 4,963 | [2] | 8,565 | [2] | 18,553 | [1] | 25,368 | [1] | |
Amortization and impairment of intangible assets | 12,350 | 813 | 13,201 | 1,617 | 3,295 | [1] | 5,123 | [1] | |||||
General and administrative | 3,305 | [2] | 2,298 | [2] | 6,257 | [2] | 5,296 | [2] | 10,383 | [1] | 16,373 | [1] | |
Goodwill impairment | [1] | 0 | 65,757 | ||||||||||
Total operating expenses | 22,077 | [2] | 8,575 | [2] | 27,727 | [2] | 15,478 | [2] | 33,031 | 112,621 | |||
Operating loss | (10,715) | (8,575) | (14,321) | (15,328) | (10,344) | (111,196) | |||||||
Other Expenses: | |||||||||||||
Gain on revaluation of warrants and conversion feature | 99 | 695 | 369 | 695 | 2,544 | 2,201 | |||||||
Interest expense | (272) | (465) | (748) | (465) | (2,594) | 0 | |||||||
Extinguishment of debt | 0 | (210) | (210) | (210) | (1,373) | 0 | |||||||
Non-operating income (expense), net | 81 | 46 | 148 | (177) | (357) | (162) | |||||||
Issuance of warrants | 0 | (65) | |||||||||||
Loss from continuing operations before income taxes | (10,807) | (8,509) | (14,762) | (15,485) | (12,124) | (109,222) | |||||||
Income tax benefit | 866 | 0 | |||||||||||
Loss from continuing operations | (11,258) | (109,222) | |||||||||||
Loss from discontinued operations before income taxes | 0 | (209) | |||||||||||
Income tax expense | 0 | (246) | |||||||||||
Loss from discontinued operations | 0 | (455) | |||||||||||
Net loss | (10,807) | (8,509) | (14,762) | (15,485) | (11,258) | (109,677) | |||||||
Net loss attributable to the noncontrolling interest | 101 | 0 | |||||||||||
Net loss attributable to the Company | $ (10,807) | $ (8,509) | $ (14,762) | $ (15,485) | $ (11,157) | $ (109,677) | |||||||
Basic | |||||||||||||
Loss per share from continuing operations | [3] | $ (1.09) | $ (12.18) | ||||||||||
Loss per share from discontinued operations | [3] | 0 | (0.06) | ||||||||||
Total Basic net loss per share | $ (0.72) | $ (0.90) | $ (1.01) | $ (1.65) | (1.09) | [3] | (12.24) | [3] | |||||
Diluted | |||||||||||||
Loss per share from continuing operations | [3] | (1.09) | (12.31) | ||||||||||
Loss per share from discontinued operations | [3] | 0 | (0.05) | ||||||||||
Diluted net loss per share | $ (0.72) | $ (0.90) | $ (1.01) | $ (1.65) | $ (1.09) | [3] | $ (12.36) | [3] | |||||
Weighted-average number of shares outstanding during the period: | |||||||||||||
Basic | 14,993,686 | 9,469,162 | 14,576,183 | 9,405,181 | 10,217,734 | [3] | 8,964,033 | [3] | |||||
Diluted | 14,993,686 | 9,469,162 | 14,576,183 | 9,405,181 | 10,217,734 | [3] | 9,048,974 | [3] | |||||
Includes stock-based compensation expense, as follows: | |||||||||||||
Total stock-based compensation expense | $ 499 | $ 1,253 | $ 962 | $ 3,125 | $ 5,064 | $ 10,967 | |||||||
Operating legal costs [Member] | |||||||||||||
Includes stock-based compensation expense, as follows: | |||||||||||||
Total stock-based compensation expense | 64 | 183 | 132 | 501 | 761 | 1,343 | |||||||
General and Administrative [Member] | |||||||||||||
Includes stock-based compensation expense, as follows: | |||||||||||||
Total stock-based compensation expense | $ 435 | $ 1,070 | $ 830 | $ 2,624 | 4,303 | 9,473 | |||||||
Discontinued Operations [Member] | |||||||||||||
Includes stock-based compensation expense, as follows: | |||||||||||||
Total stock-based compensation expense | $ 0 | $ 151 | |||||||||||
[1] | Includes stock-based compensation expense, as follows: Operating legal costs General and administrative Discontinued operations. | ||||||||||||
[2] | Includes stock-based compensation expense, as follows: Operating legal costs General and administrative. | ||||||||||||
[3] | Adjusted to reflect the impact of the 1:10 reverse stock split that became effective on November 27, 2015. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity, Reverse Stock Split | 1:10 reverse stock split |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total Vringo [Member] | Noncontrolling Interest [Member] | |||
Balance as of January 1, 2014, unadjusted at Dec. 31, 2013 | $ 114,282 | $ 845 | [1] | $ 189,465 | [1] | $ (76,028) | $ 114,282 | $ 0 | |
Adjustment for reverse stock split 10:1, effective November 27, 2015 | 0 | (760) | [1] | 760 | [1] | 0 | 0 | 0 | |
Balance at Dec. 31, 2013 | 114,282 | 85 | [1] | 190,225 | [1] | (76,028) | 114,282 | 0 | |
Exercise of stock options and vesting of RSUs | 2,160 | 2 | [1] | 2,158 | [1] | 0 | 2,160 | 0 | |
Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants | 0 | ||||||||
Issuance of warrants | 65 | 0 | [1] | 65 | [1] | 0 | 65 | 0 | |
Exercise of warrants | 12,999 | 6 | [1] | 12,993 | [1] | 0 | 12,999 | 0 | |
Issuance of common stock | 384 | 0 | [1] | 384 | [1] | 0 | 384 | 0 | |
Stock-based compensation | 10,967 | 0 | [1] | 10,967 | [1] | 0 | 10,967 | 0 | |
Net loss for the period | (109,677) | 0 | [1] | 0 | [1] | (109,677) | (109,677) | 0 | |
Balance at Dec. 31, 2014 | 31,180 | [1] | 93 | [1] | 216,792 | [1] | (185,705) | 31,180 | 0 |
Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants | 175 | 0 | 175 | 0 | |||||
Issuance of common stock | 1,401 | 3 | 1,398 | ||||||
Stock-based compensation | 3,125 | 0 | 3,125 | 0 | |||||
Net loss for the period | (15,485) | 0 | 0 | (15,485) | |||||
Balance at Jun. 30, 2015 | 20,396 | 96 | 221,490 | (201,190) | |||||
Balance at Dec. 31, 2014 | 31,180 | [1] | 93 | [1] | 216,792 | [1] | (185,705) | 31,180 | 0 |
Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants | 175 | 0 | [1] | 175 | [1] | 0 | 175 | 0 | |
Issuance of warrants | 114 | 0 | [1] | 114 | [1] | 0 | 114 | 0 | |
Issuance of common stock for repayment of convertible debt and related interest | 9,391 | 21 | [1] | 9,370 | [1] | 0 | 9,391 | 0 | |
Issuance of common stock for acquisition of IDG | 5,850 | 18 | [1] | 5,731 | [1] | 0 | 5,749 | 101 | |
Stock-based compensation | 5,064 | 0 | [1] | 5,064 | [1] | 0 | 5,064 | 0 | |
Net loss for the period | (11,258) | 0 | [1] | 0 | [1] | (11,157) | (11,157) | (101) | |
Balance at Dec. 31, 2015 | 40,516 | 132 | [1] | 237,246 | [1] | (196,862) | $ 40,516 | $ 0 | |
Issuance of common stock for repayment of convertible debt and related interest | 2,996 | 18 | 2,978 | 0 | |||||
Stock-based compensation | 962 | 0 | 962 | 0 | |||||
Net loss for the period | (14,762) | 0 | 0 | (14,762) | |||||
Balance at Jun. 30, 2016 | $ 29,712 | $ 150 | $ 241,186 | $ (211,624) | |||||
[1] | Adjusted to reflect the impact of the 1:10 reverse stock split that became effective on November 27, 2015. |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity, Reverse Stock Split | 1:10 reverse stock split |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | ||||
Net loss | $ (14,762) | $ (15,485) | $ (11,258) | $ (109,677) |
Items not affecting cash flows | ||||
Depreciation and amortization | 1,264 | 1,838 | 3,516 | 4,023 |
Impairment of goodwill and intangible assets | 11,937 | 0 | 0 | 67,112 |
Amortization of debt discount and debt issuance costs | 660 | 310 | ||
Stock-based compensation | 962 | 3,125 | 5,064 | 10,967 |
Amendment to warrants as part of debt modification | (281) | 0 | ||
Extinguishment of debt | 356 | 210 | 1,707 | 0 |
Change in fair value of warrants and conversion feature | (87) | (695) | ||
Exchange rate loss (gain) | (71) | 187 | 346 | 192 |
Change in deferred tax assets and liabilities | (866) | 0 | ||
Amortization of debt discount | 2,014 | 0 | ||
Amortization of deferred finance charges | 145 | 0 | ||
Issuance of warrants | 114 | 65 | ||
Issuance of shares of common stock related to the acquisition of IDG | 17 | 0 | ||
Change in fair value of derivative warrant liabilities and conversion feature | (2,544) | (2,201) | ||
Changes in operating assets and liabilities | ||||
Increase in accounts receivable | (284) | 0 | ||
Decrease in inventory | 119 | 0 | ||
Decrease in other current assets and other assets | 395 | 429 | ||
Increase in accounts payable, accrued expenses and other current liabilities | 472 | 2,546 | (583) | 763 |
Increase in deferred revenue | 264 | 0 | ||
Decrease in other liabilities | (246) | (178) | ||
Decrease (increase) in other assets | (243) | 374 | ||
Net cash provided by (used in) operating activities | 698 | (7,713) | (2,571) | (28,382) |
Cash flows from investing activities | ||||
Acquisition of property, equipment and technology | (151) | 0 | 0 | (246) |
Decrease (increase) in deposits | 2,001 | (287) | (248) | (2,404) |
Cash acquired as part of the acquisition of IDG | 144 | 0 | ||
Net cash provided by (used in) investing activities | 1,850 | (287) | (104) | (2,650) |
Cash flows from financing activities | ||||
Net proceeds from senior secured notes and warrants | 0 | 12,425 | 12,425 | 0 |
Debt issuance costs | (50) | (218) | (218) | 0 |
Exercise of stock options | 0 | 2,160 | ||
Exercise of warrants | 0 | 11,292 | ||
Repayment of notes payable | (610) | 0 | ||
Net cash provided by (used in) financing activities | (50) | 12,207 | 11,597 | 13,452 |
Effect of exchange rate changes on cash and cash equivalents | 0 | (3) | 6 | 17 |
Increase in cash and cash equivalents | 2,498 | 4,204 | 8,928 | (17,563) |
Cash and cash equivalents at beginning of period | 24,951 | 16,023 | 16,023 | 33,586 |
Cash and cash equivalents at end of period | 27,449 | 20,227 | 24,951 | 16,023 |
Cash paid during the period for | ||||
Interest | 40 | 0 | ||
Income taxes paid | 0 | 0 | ||
Non-cash investing and financing transactions | ||||
Issuance of common stock to repay debt and interest | 2,996 | 1,401 | 9,391 | 0 |
Debt discount | $ 0 | 2,961 | 2,961 | 0 |
Non-cash acquisition of cost method investment | 0 | 787 | ||
Conversion of derivative warrant liabilities into common stock | 0 | 1,707 | ||
Change in classification of derivative warrants to equity warrants | $ 175 | 175 | 0 | |
Cash acquired as part of the acquisition of IDG | ||||
Working capital (excluding cash and cash equivalents) | 454 | 0 | ||
Intangible assets | (2,146) | 0 | ||
Goodwill | (4,863) | 0 | ||
Deferred tax liabilities | 866 | 0 | ||
Fair value of Vringo shares issued ($5,571 on October 15, 2015 and $262 on December 28, 2015) | 5,833 | 0 | ||
Cash acquired as part of the acquisition of IDG | $ 144 | $ 0 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Oct. 15, 2015 | Dec. 28, 2015 | Dec. 31, 2015 |
Debt Conversion, Original Debt, Amount | $ 8,032 | ||
Stock Issued | $ 5,833 | ||
Common Stock [Member] | |||
Stock Issued | $ 5,571 | $ 262 |
General
General | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
General [Abstract] | ||
General | Note 1. General Overview On May 6, 2016, Vringo, Inc. changed its name to FORM Holdings Corp. (“FORM” or the “Company”) and concurrently announced its repositioning as a holding company of small and middle market growth companies. The Company’s focus is on acquiring and building companies that would benefit from: • additional capital • exposure to visibility from the public markets • talent recruiting • rebranding and • implementation of best practices. The Company’s management team is committed to execute on its strategy. The Company is industry agnostic, but limits the scope of its pipeline by looking only at companies with a clear path to grow in excess of $ 100,000 The Company’s common stock, par value $ 0.01 The Company currently has three operating segments: • Group Mobile • FLI Charge • Intellectual property Group Mobile is a growing premier supplier of innovative and full-service mobile technology solutions, including rugged computers, tablets, mobile devices, accessories, a full suite of professional services and other related products geared toward emergency first responders, municipalities and corporations. In addition, Group Mobile specializes in high-quality customer service and support for those products. FLI Charge owns a patented conductive wireless charging technology and focuses on the development and commercialization of its technology through the direct-to-consumer sale of enablements, as well as partnerships and licensing agreements in various industries. FLI Charge is currently working with partners that are interested in implementing FLI Charge technology for smart furniture, Original Equipment Manufacturers, or “OEM,” and after-market automobiles and vaporizers. FLI Charge’s business model is based on licensing its technology in exchange for recurring licensing revenue as well as manufacturing and commercializing its own conductive charging pads and associated cases for phones, tablets and laptops. The intellectual property operating segment is focused on the innovation, development and monetization of intellectual property. The Company’s portfolio consists of over 600 patents and patent applications covering telecom infrastructure, internet search, ad-insertion and mobile technologies. Prior to December 31, 2013, the Company operated a global platform for the distribution of mobile social applications and services. On February 18, 2014, the Company sold its mobile social application business to InfoMedia Services Limited (“InfoMedia”), receiving an 8.25% ownership interest in InfoMedia as consideration and a seat on the board of directors of InfoMedia. As part of the transaction, the Company has the opportunity to license certain intellectual property assets and work with InfoMedia to identify and protect new intellectual property. Each of the Company’s operating segments are described below. Group Mobile Group Mobile is a growing and innovative full, end-to-end solution provider for project lifecycle services including system integration, hardware service support, pre- and post-deployment and customer support helpdesk. Group Mobile provides total hardware solutions, including rugged laptops, tablets and handheld computers. Group Mobile also markets rugged mobile printers, vehicle computer docking and mounting gear, power accessories, wireless communication products, antennas, carrying cases, and other peripherals, accessories and add-ons needed to maximize productivity in a mobile- or field-computing environment. Group Mobile operates a full-service e-commerce website with live chat, up-to-date product information and computer system configuration capabilities. Group Mobile’s goal is to ensure that its customers purchase the best products and services for their specific requirements. Group Mobile purchases rugged mobile computing equipment and complementary products from its primary distribution and manufacturing partners and sells them to enterprises, resellers, and retail customers. Group Mobile’s primary customers range from corporations to local governments, emergency first responders and healthcare organizations. Group Mobile believes that its business is characterized by gross profits as a percentage of revenue slightly higher than is commonly found in resellers of computing devices. The market for rugged mobile computing products is trending towards an increase in the volume of unit sales combined with declining unit prices as the business transitions from primarily being comprised of laptops to one primarily comprised of rugged tablets. As this transition has occurred, Group Mobile is seeing shortened product life cycles and industry specific devices for segments such as healthcare. Group Mobile sets sale prices based on the market supply and demand characteristics for each particular product. Group Mobile is highly dependent on the end-market demand for rugged mobile computing products, which is influenced by many factors, including the introduction of new IT products by OEM, replacement cycles for existing rugged mobile computing products, overall economic growth, local and state budgets, and general business activity. Product costs represent Group Mobile’s single largest expense and product inventory is one of the largest working capital investments for Group Mobile. Group Mobile’s primary suppliers include Synnex Corporation, Ingram Micro Inc., and Xplore Technologies Corporation, which, combined, represent approximately 80% of Group Mobile’s inventory purchases. Group Mobile has reseller agreements with most of its OEM and distribution partners. These agreements usually provide for nonexclusive resale and distribution rights. The agreements are generally short-term, subject to periodic renewal, and often contain provisions permitting termination by either Group Mobile or the supplier without cause upon relatively short notice. Furthermore, product procurement from the OEM suppliers is a highly complex process and, as such, efficient and effective purchasing operations are critical to Group Mobile’s success. FLI Charge FLI Charge is a wireless power company dedicated to simplifying the way people power and charge the multitude of mobile electronic devices they use on a daily basis. By eliminating the need to search and compete for outlets and charging cables, FLI Charge is improving the powering and charging experience for all currently existing battery and DC powered devices. FLI Charge designs, develops, licenses, manufactures and markets wireless conductive power and charging solutions. FLI Charge is currently working with partners in several verticals to bring products to market. These verticals include education, office, hospitality, automotive and consumer electronics among others. To date, FLI Charge has not yet generated any substantial revenue from its product sales. The Company believes that FLI Charge’s patented technology is the only wireless power solution that is fully interoperable between different mobile devices ranging from smartphones to power tools, and many more. FLI Charge’s wireless power solution can simultaneously power multiple devices on the same pad no matter their power requirements or positions on the pad. FLI Charge’s product line consists of power pads or surfaces as well as devices that are connected to or embedded with FLI Charge enabling technology. FLI Charge pads and surfaces are connected to a power source or battery. The surface of the pad has conductive contact strips that provide power and are constantly monitored by control circuitry that immediately halts power transfer if an unapproved load or short-circuit condition is detected. FLI Charge-enabled devices are embedded with the FLI Charge contact enablement that consists of four contact points, known as the “constellation.” The constellation is designed to make an immediate and continuous electrical connection with the contact strips regardless of the device’s orientation on the pad. The enablement monitors the power coming from the pad and ensures that the correct amount of power goes to the device. Once an approved FLI Charge device is placed on a pad, power is transferred immediately to charge or power the device. FLI Charge launched its consumer product line on Indiegogo, a crowdfunding platform, on June 15, 2016; the campaign is ongoing as of June 30, 2016. The Company accounts for funds raised from crowdfunding campaigns and pre-sales, which was $ 177 Intellectual Property The intellectual property operating segment is focused on the innovation, development and monetization of intellectual property. The Company’s portfolio consists of over 600 patents and patent applications covering telecom infrastructure, internet search, ad-insertion and mobile technologies. The Company is currently focused on monetizing its technology portfolio through a variety of value enhancing initiatives including, but not limited to, licensing, litigation and strategic partnerships. Recent Developments Name Change On May 6, 2016, the Company changed its name from Vringo, Inc. to FORM Holdings Corp. (“FORM” or the “Company”) and concurrently announced its repositioning as a holding company of small and middle market growth companies. The Company’s focus is on acquiring and building companies that would benefit from: • additional capital • exposure to visibility from the public markets • talent recruiting • rebranding and • implementation of best practices. The Company’s management team is committed to execute on its strategy. The Company is industry agnostic, but limits the scope of its pipeline by looking only at companies with a clear path to grow in excess of $100,000 in revenue. The Company’s common stock, par value $0.01 per share, which was previously listed on the NASDAQ Capital Market under the trading symbol “VRNG,” has been listed under the trading symbol “FH” since May 9, 2016. Impairment of Patents The Company’s name change and repositioning as a holding company was deemed a triggering event, which required the Company’s patent assets to be tested for impairment. In performing this impairment test, the Company determined that the patent portfolios, which together represent an asset group, were subject to impairment testing. In the first step of the impairment test, the Company utilized its projections of future undiscounted cash flows based on its existing plans for the patents. As a result, it was determined that the Company’s projections of future undiscounted cash flows were less than the carrying value of the asset group. Accordingly, the Company performed the second step of the impairment test to measure the potential impairment by calculating the asset group’s fair value as of May 6, 2016. As a result, following amortization for the month of April, the Company recorded an impairment charge of $ 11,937 1,526 Shareholder Rights Plan On March 18, 2016, the Company announced that the Company’s Board of Directors adopted a shareholder rights plan in the form of a Section 382 Rights Agreement designed to preserve the Company’s tax assets. As a part of the plan, the Company’s Board of Directors declared a dividend of one preferred-share-purchase right for each share of the Company’s common stock outstanding as of March 29, 2016. Effective on March 18, 2016, if any group or person acquires 4.99% or more of the Company’s outstanding shares of common stock, or if a group or person that already owns 4.99% or more of the Company’s common stock acquires additional shares representing 0.5% or more of the Company’s common stock, then, subject to certain exceptions, there would be a triggering event under the plan. The rights would then separate from the Company’s common stock and would be adjusted to become exercisable to purchase shares of the Company’s common stock having a market value equal to twice the purchase price of $9.50, resulting in significant dilution in the ownership interest of the acquiring person or group. Senior Secured Notes On March 9, 2016, the Company and the holders (the “Investors”) of the Company’s $ 12,500 703,644 1,267 49 3,016 1,749 In addition, on March 9, 2016, the Company, with the consent of each of the Investors, agreed to amend the Notes. Pursuant to the Amended and Restated Senior Secured Notes (the “Amended Notes”) and the Indenture dated May 4, 2015, as supplemented by a First Supplemental Indenture dated May 4, 2015 and further supplemented by a Second Supplemental Indenture (the “Second Supplemental Indenture”) dated March 9, 2016: (i) the Amended Notes are no longer convertible into shares of the Company’s common stock and will be payable by the Company on the Maturity Date (as defined below) in cash only, (ii) the Maturity Date of the Amended Notes will extend to June 30, 2017 (the “Maturity Date”), (iii) the Company will discontinue the payment of principal prior to the Maturity Date (subject to certain exceptions), (iv) the interest rate increased from 8 10 2,900 In addition, the Company agreed to reduce the exercise price of the warrants to purchase an aggregate of 537,500 10.00 3.00 50 On July 1, 2016, the Company prepaid in full its Amended Notes that were due on June 30, 2017 15 2,011 Reverse Stock Split Unless otherwise noted, the information contained in these condensed consolidated financial statements gives effect to a one-for-ten reverse stock split of our common stock effected on November 27, 2015 on a retroactive basis for all periods presented. | Note 1. General Overview Vringo, Inc. (“Vringo” or the “Company”) is engaged in the innovation, development and monetization of intellectual property, as well as the commercialization and distribution of wire-free power and rugged computing devices. The Company has three operating segments: • Intellectual Property • Fli Charge • Group Mobile The Company was incorporated in Delaware on January 9, 2006 and completed an initial public offering in June 2010. On July 19, 2012, Vringo closed the Merger with I/P. On August 9, 2012, the Company acquired a patent portfolio from Nokia, comprised of 124 patent families with counterparts in certain jurisdictions worldwide, for $22,000. Under the terms of the purchase agreement, to the extent that the gross revenue as defined by the agreement exceeds $22,000, the Company is obligated to pay a royalty of 35% of such excess. On October 15, 2015, the Company acquired 100% of International Development Group Limited (“IDG”), a holding company consisting of two subsidiaries, Fli Charge and Group Mobile. IDG owned 70% of Fli Charge and 100% of Group Mobile. The acquisition was a stock purchase whereby Vringo acquired its entire interest in IDG in exchange for shares in Vringo. The total value of the consideration was $5,571. On December 28, 2015, Vringo acquired the remaining 30% of Fli Charge from third party shareholders in exchange for shares in Vringo. Fli Charge owns a patented conductive wire-free charging technology and is focused on the development and commercialization of its technology through the direct to consumer sale of enablements as well as partnerships and licensing agreements in various industries. Fli Charge is currently working with partners that are interested in implementing Fli Charge technology for smart furniture, Original Equipment Manufacturers “OEM” and after-market automobiles, and vaporizers. Fli Charge’s business model is to license its technology in exchange for recurring licensing revenue as well as to manufacture and commercialize its own conductive charging pads and associated cases for phones, tablets and laptops. Group Mobile is a full service reseller of rugged computers, rugged tablets, rugged mobile devices, accessories and other related products geared toward emergency first responders, municipalities and corporations. In addition, Group Mobile specializes in high-quality customer support for those products. Prior to December 31, 2013, Vringo operated a global platform for the distribution of mobile social applications and services. On February 18, 2014, the Company sold its mobile social application business to InfoMedia Services Limited (“InfoMedia”), receiving an 8.25% ownership interest in InfoMedia as consideration and a seat on the board of directors of InfoMedia. As part of the transaction, the Company has the opportunity to license certain intellectual property assets and work with InfoMedia to identify and protect new intellectual property. Each of the Company’s operating segments are described below. Intellectual Property Vringo’s Intellectual Property operating segment is engaged in the innovation, development and monetization of intellectual property. The Company’s portfolio consists of over 600 patents and patent applications covering telecom infrastructure, internet search, ad-insertion and mobile technologies; it includes the following key categories: • Wireless Infrastructure and Devices This portfolio encompasses technologies relating to telecom infrastructure, including communication management, data and signal transmission, mobility management, radio resources management and services. • Content Distribution This portfolio includes seven patents as well as several pending patent applications. As one of the means of realizing the value of these patents, on October 20, 2015, the Company filed suit against DirecTV in the United States District Court for the Southern District of New York. Vringo is currently focused on identifying, generating, acquiring, and deriving economic benefits from intellectual property assets and the Company monetizes its technology portfolio through a variety of value enhancing initiatives, including, but not limited to licensing, litigation and strategic partnerships. Fli Charge Fli Charge is a wire-free power company dedicated to making it easier for people to power and charge the multitude of mobile electronic devices they use on a daily basis. By eliminating the need to search and compete for outlets and charging cables, Fli Charge is improving the powering and charging experience for all battery and DC powered devices. Fli Charge designs, develops, licenses, manufactures and markets wire-free conductive power and charging solutions. Fli Charge is currently working with partners in several verticals to bring products to market. These verticals include education, office, hospitality, automotive and consumer electronics among others. To date, Fli Charge has not yet generated any substantial revenue from its products. Fli Charge’s patented technology is the only wire-free power solution that is fully interoperable between different mobile devices ranging from smartphones to power tools, and many more. Fli Charge’s wire-free power solution can simultaneously power multiple devices on the same pad no matter their power requirements or positions on the pad. The Fli Charge ecosystem consists of power pads or surfaces as well as devices that are connected to or embedded with Fli Charge enabling technology. Fli Charge pads and surfaces are connected to a power source or battery. The surface of the pad has conductive contact strips that provide power and are constantly monitored by control circuitry that immediately halts power transfer if an unapproved load or short-circuit condition is detected. Fli Charge-enabled devices are embedded with the Fli Charge contact enablement that consists of four contact points, known as the Fli Charge “constellation.” The constellation is designed to make an immediate and continuous electrical connection with the contact strips regardless of the device’s orientation on the pad. The enablement monitors the power coming from the pad and ensures that the correct amount of power goes to the device. Once an approved Fli Charge device is placed on a pad, power is transferred immediately to charge or power the device. Group Mobile Group Mobile is a provider of rugged, mobile and field-use computing products, serving customers worldwide. Group Mobile provides total hardware solutions, including rugged laptops, tablets, and handheld computers. Group Mobile also carries rugged mobile printers, vehicle computer docking and mounting gear, power accessories, wireless communication products, antennas, carrying cases, and other peripherals, accessories, and add-ons needed to maximize productivity in a mobile- or field-computing environment. Group Mobile operates a full-service ecommerce website with live chat, up-to-date product information, and computer system configuration capabilities. Group Mobile’s goal is to ensure that its customers purchase the best product for their specific requirements. Group Mobile purchases rugged mobile computing equipment and complementary products from its primary distribution and manufacturing partners and sells them to enterprise, reseller, and retail customers. Group Mobile’s primary customers range from corporations to local governments, emergency first responders and healthcare organizations. Group Mobile believes that its business is characterized by gross profits as a percentage of revenue slightly higher than is commonly found in resellers of computing devices. The market for rugged mobile computing products is trending towards an increase in the volume of unit sales combined with declining unit prices as the business transitions from primarily being comprised of laptops to one primarily comprised of rugged tablets. As this transition has occurred, Group Mobile is seeing shortened product life cycles and industry specific devices for segments such as healthcare. Group Mobile sets sale prices based on the market supply and demand characteristics for each particular product. Group Mobile is highly dependent on the end-market demand for rugged mobile computing products, which is influenced by many factors including the introduction of new IT products by OEM, replacement cycles for existing rugged mobile computing products, overall economic growth, local and state budgets, and general business activity. Product costs represent the single largest expense and product inventory is one of the largest working capital investments for Group Mobile. Group Mobile’s primary suppliers include Synnex Corporation, Ingram Micro Inc., Xplore Technologies Corporation and Flextronics International Ltd., which combined represent approximately 80% of Group Mobile’s inventory purchases. We have reseller agreements with most of our OEM and distribution partners. These agreements usually provide for nonexclusive resale and distribution rights. The agreements are generally short-term, subject to periodic renewal, and often contain provisions permitting termination by either our supplier or us without cause upon relatively short notice. Furthermore, product procurement from the OEM suppliers is a highly complex process and, as such, efficient and effective purchasing operations are critical to Group Mobile’s success. Recent Developments ZTE Agreement On December 7, 2015, the Company entered into a confidential settlement and license agreement (the “Settlement Agreement”) with ZTE Corporation and its affiliates (“ZTE”), pursuant to which: (i) ZTE paid the Company a total of $21,500, net of any withholding, value added or other taxes; (ii) the parties withdrew all pending litigations and proceedings against each other including the litigations related to ZTE’s breach of its non-disclosure agreement with Vringo; and (iii) the Company granted ZTE a non-exclusive, non-transferable, worldwide perpetual license of certain patents and patent applications owned by the Company. Acquisition On October 15, 2015, the Company acquired 100% of IDG, a holding company consisting of two subsidiaries, Fli Charge and Group Mobile. IDG owned 70% of Fli Charge and 100% of Group Mobile. The acquisition was a stock purchase whereby Vringo acquired its entire interest in IDG in exchange for shares in Vringo. The total value of the consideration was $5,571. On December 28, 2015, Vringo acquired the remaining 30% of Fli Charge from third party shareholders in exchange for shares in Vringo. Notes Financing On May 4, 2015 (the “Closing Date”), Vringo entered into a securities purchase agreement with certain institutional investors in a registered direct offering of $12,500 of Senior Secured Convertible Notes (the “Notes”) and warrants to purchase 537,500 shares of its common stock (after giving effect to the one-for-ten reverse stock split). On the Closing Date, the Company issued the Notes, which are convertible into shares of its common stock at $10.00 per share, bear 8% interest and mature in 21 months from the date of issuance, unless earlier converted. In addition, the Company issued 537,500 warrants to purchase shares of its common stock, which are exercisable at $10.00 per share for a period of five years, beginning on November 4, 2015. In connection with the issuance of the Notes and the warrants, the Company received net cash proceeds of $12,425. During the year ended December 31, 2015, the Company made principal and interest payments in the aggregate amount of $8,294. Reverse Stock Split On November 27, 2015, we implemented a one-for-ten reverse split of our issued and outstanding shares of common stock (the “Reverse Stock Split”), as authorized at a special meeting of our stockholders held on November 16, 2015. The Reverse Stock Split became effective at the opening of trading on the NASDAQ on November 27, 2015. As of November 27, 2015, every 10 shares of our issued and outstanding common stock were combined into one share of our common stock, except to the extent that the Reverse Stock Split resulted in any of our stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.01. All references in this Annual Report on Form 10-K to number of shares of common stock, price per share and weighted average shares of common stock have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all periods presented, unless otherwise noted. NASDAQ On December 18, 2014, we received a notification letter from NASDAQ informing us that for the last 30 consecutive business days, the bid price of our securities had closed below $1.00 per share. On June 17, 2015, we received a letter from NASDAQ notifying us that we had been granted an additional 180-day period, or until December 14, 2015, to regain compliance with the minimum $1.00 bid price per share requirement for continued listing on the NASDAQ Capital Market, as set forth in NASDAQ Listing Rule 5810(c)(3)(A)(ii). On December 14, 2015, as a result of the Reverse Stock Split on November 27, 2015, we received a letter from The NASDAQ Stock Market LLC notifying us that we regained compliance with The NASDAQ Stock Market’s minimum bid price continued listing requirement. The letter noted that because the closing bid price of our common stock has been at $1.00 per share or greater for the last 10 consecutive trading days, we have regained compliance with Listing Rule 5550(a)(2) and the matter is now closed. Financial conditions As of December 31, 2015, the Company had a cash balance of $24,951 and deposit with courts, which are included in current assets, of $1,930. In February 2016, $1,279 of the deposits with courts were repaid to the Company. The Company’s average monthly cash spent in operations, including the revenue, for the years ended December 31, 2015 and 2014 was approximately $214 and $2,365, respectively. On May 4, 2015, the Company entered into a securities purchase agreement with certain institutional investors in a registered direct offering of $12,500 of Notes and warrants to purchase up to 537,500 shares of the Company’s common stock, which are exercisable at $10.00 per share for a period of five years. The Notes are repaid monthly in cash or shares at the election of the Company. The total amount of principal outstanding under the Notes was $4,206 as of December 31, 2015. |
Accounting and Reporting Polici
Accounting and Reporting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Accounting and Reporting Policies | Note 2. Accounting and Reporting Policies (a) Basis of presentation and principles of consolidation The accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company as required by Regulation S-X, Rule 10-01. Such adjustments are of a normal, recurring nature. The results of operations for the six-month period ended June 30, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation. (b) Use of estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s valuation of intangible assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrants, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies. (c) Accounting guidance adopted in 2016 ASU No. 2015-03, Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs During the six-month period ended June 30, 2016, the Company adopted guidance on a retrospective basis that requires debt issuance costs related to a recognized debt liability to be presented in the condensed consolidated balance sheets as a deduction from the carrying amount of such debt. As a result of this adoption, the Company reclassified $73 of debt issuance costs as of December 31, 2015 from other current assets to senior secured notes. ASU No. 2014-15, Presentation of Financial Statements (Topic 205): Going Concern During the six-month period ended June 30, 2016, the Company adopted the standard that provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements. ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity During the six-month period ended June 30, 2016, the Company adopted the standard that clarifies how current U.S. GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements. (d) Reclassification On November 27, 2015, the Company implemented the Reverse Stock Split, which became effective at the opening of trading on the NASDAQ on that date. As of November 27, 2015, every 10 shares of the Company’s issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Company’s stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.01 and the Company’s authorized shares. Certain balances have been reclassified to conform to presentation requirements, including to retroactively present the effect of the Reverse Stock Split. All references to the number of shares of common stock, price per share and weighted average shares of common stock have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all periods presented, unless otherwise noted. As a result of the adoption by the Company of ASU No. 2015-03 (e) Intangible assets Intangible assets include purchased patents, which are recorded based on the cost to acquire them, as well as trade names, customer relationships and technology, which were acquired as part of the acquisition of International Development Group Limited (“IDG”) in the fourth quarter of 2015 and are 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. In assessing the recoverability of the Company’s intangible assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its intangible assets. (f) Deferred revenue Deferred revenue includes (i) payments received from customers in advance of providing the product and (ii) amounts deferred if other conditions of revenue recognition have not been met. The Company accounts for funds raised from crowdfunding campaigns and pre-sales as deferred revenue. | Note 2. Accounting and Reporting Policies The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. As a result of Vringo’s acquisition of IDG in the fourth quarter of 2015, Vringo incorporated IDG and its subsidiaries’ financial information in its consolidated balance sheet as of December 31, 2015, and the related consolidated statement of operations, changes in stockholders’ equity and cash flows for the period from the date of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. (b) Use of estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s intangibles assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrants, 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 reflected as non-operating income or expense in the consolidated statements of operations. The Company deposits its cash in checking accounts with financial institutions. The Company has established guidelines relating to diversification and maturities of its investments in order to minimize credit risk and maintain high liquidity of funds. All highly liquid investments with original maturities of three months or less at acquisition date are considered cash equivalents. The Company recognizes all derivative instruments as either assets or liabilities in the consolidated balance sheets at their respective fair values. The Company’s derivative instruments have been recorded as liabilities at fair value, and are revalued at each reporting date, with changes in the fair value of the instruments included in the consolidated statements of operations as non-operating income (expense). The Company reviews the terms of features embedded in non-derivative instruments to determine if such features require bifurcation and separate accounting as derivative financial instruments. Equity-linked derivative instruments are evaluated in accordance with FASB Accounting Standard Codification 815-40, “ Contracts in an Entity’s Own Equity Accounts receivable are recorded net of an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. In developing the allowance, the Company considers historical loss experience, the overall quality of the receivable portfolio and specifically identified customer risks. The Company periodically reviews the adequacy of the allowance and the factors used in the estimation making adjustments to the estimate as necessary. Accounts receivable are included in other current assets on the consolidated balance sheets. Refer to Note 13, Other Current Assets, for further information. Inventory is valued at the lower of cost or market value. Cost is determined using a weighted-average cost method. The Company periodically reviews inventory for potential obsolescence based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. Inventory items determined to be impaired based on such review are reduced to their net realizable value. Inventory is included in other current assets on the consolidated balance sheets. Refer to Note 13, Other Current Assets, for further information. Intangible assets include purchased patents, which are recorded based on the cost to acquire them, as well as trade names, customer relationships and technology, which were acquired as part of the acquisition of IDG in the fourth quarter of 2015 and are recorded based on the estimated fair values 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. In assessing the recoverability of the Company’s intangible assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its intangible assets. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually, and when triggering events occur, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles Goodwill and Other If the fair value of the reporting unit exceeds its carrying value, then the second step of the impairment test (measurement) does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company must perform the second step of the impairment test. Under the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to an acquisition price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. A significant amount of judgment is required in performing goodwill impairment tests including estimating the fair value of a reporting unit and the implied fair value of goodwill. There were no indications of impairment as of December 31, 2015. When the Company performed the first step of its annual goodwill impairment test as of December 31, 2014, the Company determined that the fair value of the reporting unit did not exceed its carrying amount and therefore the second step of the goodwill impairment test was required. In performing the second step of the goodwill impairment test, the Company compared the carrying value of goodwill to its implied fair value. In estimating the implied fair value of goodwill, the Company assigned the fair value of the reporting unit to all of the assets and liabilities associated with the reporting unit as if the reporting unit had been acquired in a business combination. As part of this step, the Company estimated the fair value of its patents using an income approach. The key assumptions for this approach are projected future cash flows, ranges of royalty rates as determined by management in consultations with valuation experts, and a discount rate which is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected future cash flows. Based on the estimated implied fair value of goodwill, the Company recorded an impairment charge in the consolidated statement of operations for the year ended December 31, 2014 of $65,757 to reduce the carrying value of goodwill to its implied fair value, which was determined to be zero. Revenue from patent licensing and enforcement is recognized if collectability is reasonably assured, persuasive evidence of an arrangement exists, the sales price is fixed or determinable and delivery of the service has been rendered. The Company uses management’s best estimate of selling price for individual elements in multiple-element arrangements, where vendor specific evidence or third party evidence of selling price is not available. Currently, revenue arrangements related to intellectual property provide for the payment of contractually determined fees and other consideration for the grant of certain intellectual property rights related to the Company’s patents. These rights typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patents, (ii) the release of the licensee from certain claims, and (iii) the dismissal of any pending litigation. The intellectual property rights granted typically extend until the expiration of the related patents. Pursuant to the terms of these agreements, the Company has no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on the Company’s part to maintain or upgrade the related technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the upfront payment. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, upon receipt of the upfront fee, and when all other revenue recognition criteria have been met. The Company records revenue from the product sales of Fli Charge and Group Mobile when title and risk of loss are passed to the customer, there is persuasive evidence of an arrangement for sale, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Company’s shipping terms typically specify F.O.B. destination, at which time title and risk of loss have passed to the customer. At the time of sale of hardware products, the Company records an estimate for sales returns and allowances based on historical experience. Hardware products sold by the Company are warranted by the vendor. Group Mobile uses drop-shipment arrangements with many of its hardware vendors and suppliers to deliver products directly to customers. Revenue for drop-shipment arrangements is recorded on a gross basis upon delivery to the customer with contract terms that typically specify F.O.B. destination. Revenue is recognized on a gross basis as Group Mobile is the principal in the transaction as the primary obligor in the arrangement, assumes the inventory risk if the product is returned by the customer, sets the price of the product to the customer, assumes credit risk for the amounts invoiced, and works closely with the customers to determine their hardware specifications. Freight billed to customers is recognized as net product revenue and the related freight costs as a cost of goods sold. Deferred revenue includes: (i) payments received from customers in advance of providing the product and (ii) amounts deferred if other conditions of revenue recognition have not been met. The Company operates in three operating segments: Intellectual Property, Fli Charge and Group Mobile. Intellectual Property is engaged in the innovation, development and monetization of mobile technologies and intellectual property. Fli Charge develops wireless charging devices and licenses technology to various channels and applications. Group Mobile provides rugged, mobile and field-use computing products to customers through their e-commerce platform. Operating legal costs include expenses incurred in connection with the Company’s patent licensing and enforcement activities, patent-related legal expenses paid to external patent counsel, including contingent legal fees, licensing and enforcement related research, consulting and other expenses paid to third parties, as well as related internal payroll expenses and stock-based compensation. In addition, amounts received by the Company for reimbursements of legal fees in connection with its litigation campaigns are recorded in operating legal costs as an offset to legal expense. Stock-based compensation is recognized as an expense in the consolidated statements of operations and such cost is measured at the grant-date fair value of the equity-settled award. The fair value of stock options is estimated at the date of grant using the Black-Scholes-Merton option-pricing model. 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. Since the Company lacks sufficient history, expected volatility is estimated based on a weighted average historical volatility of the Company and comparable entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. 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 realizability of tax benefit carryforwards, and other relevant information. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable earnings. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict. In the event that actual results differ from these estimates in future periods, the Company will be required to adjust the valuation allowance. Significant judgment is required in evaluating the Company’s federal, state and foreign tax positions and in the determination of its tax provision. Despite management’s belief that the Company’s liability for unrecognized tax benefits is adequate, it is often difficult to predict the final outcome or the timing of the resolution of any particular tax matters. The Company may adjust these accruals as relevant circumstances evolve, such as guidance from the relevant tax authority, its tax advisors, or resolution of issues in the courts. The Company’s tax expense includes the impact of accrual provisions and changes to accruals that it considers appropriate. These adjustments are recognized as a component of income tax expense entirely in the period in which new information is available. The Company records interest related to unrecognized tax benefits in interest expense and penalties in the consolidated statements of operations as general and administrative expenses. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Basic net loss per share is computed by dividing the net loss attributable to the Company for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to the Company for the period by the weighted-average number of shares of common stock plus dilutive potential common stock considered outstanding during the period. However, as the Company generated net losses in all periods presented, some potentially dilutive securities that relate to the continuing operations, including certain warrants and stock options, were not reflected in diluted net loss per share because the impact of such instruments was anti-dilutive. Liabilities for loss contingencies arising from assessments, estimates or other sources are to be recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs expected to be incurred in connection with a loss contingency are expensed as incurred. The Company measures fair value in accordance with FASB ASC 820-10, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements (Topic 205): Going Concern In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity. In April 2015, the FASB issued ASU No. 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities Certain balances have been reclassified to conform to presentation requirements, including to retroactively present the effect of the reverse stock split. |
Net Loss per Share of Common St
Net Loss per Share of Common Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Net Loss per Common Share | Note 3. Net Loss per Share of Common Stock Basic net loss per share is computed by dividing the net loss 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 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 loss in all periods presented, some 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. Three months ended Six months ended 2016 2015 2016 2015 Basic Numerator: Loss from attributable to shares of common stock $ (10,807 ) $ (8,509 ) $ (14,762 ) $ (15,485 ) Net loss attributable to shares of common stock $ (10,807 ) $ (8,509 ) $ (14,762 ) $ (15,485 ) Basic Denominator: Weighted average number of shares of common stock outstanding during the period 14,993,686 9,469,162 14,576,183 9,405,181 Basic common stock shares outstanding 14,993,686 9,469,162 14,576,183 9,405,181 Basic net loss per common stock share $ (0.72 ) $ (0.90 ) $ (1.01 ) $ (1.65 ) Diluted Numerator: Net loss attributable to shares of common stock $ (10,807 ) $ (8,509 ) $ (14,762 ) $ (15,485 ) Increase in net loss attributable to derivative liabilities and interest expense Diluted net loss attributable to shares of common stock $ (10,807 ) $ (8,509 ) $ (14,762 ) $ (15,485 ) Diluted Denominator: Basic common stock shares outstanding 14,993,686 9,469,162 14,576,183 9,405,181 Weighted average number of derivative liabilities in the money Diluted common stock shares outstanding 14,993,686 9,469,162 14,576,183 9,405,181 Diluted net loss per common stock share $ (0.72 ) $ (0.90 ) $ (1.01 ) $ (1.65 ) 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: Vested and unvested options outstanding to purchase an equal number of shares of common stock of the Company 1,492,434 888,047 1,492,434 888,047 Unvested RSUs to issue an equal number of shares of common stock of the Company 7,808 60,990 7,808 60,990 Warrants to purchase an equal number of shares of common stock of the Company 1,006,679 956,679 1,006,679 956,679 Conversion feature of senior secured notes 1,250,000 159,462 1,250,000 Total number of potentially dilutive instruments, excluded from the calculation of net loss per share 2,506,921 3,155,716 2,666,383 3,155,716 | Note 3. Net Loss per Common Share On November 27, 2015, the Company effected a one-for-ten reverse stock split of its issued and outstanding shares of common stock. As a result, all references to number of shares of common stock, price per share and weighted average shares of common stock have been adjusted to reflect the one-for-ten reverse stock split on a retroactive basis for all periods presented, unless otherwise noted. For the year ended 2015 2014 Basic Numerator: Loss from continuing operations attributable to shares of common stock $ (11,157 ) $ (109,222 ) Loss from discontinued operations attributable to shares of common stock (455 ) Net loss attributable to shares of common stock $ (11,157 ) $ (109,677 ) Basic Denominator: Weighted average number of shares of common stock outstanding during the year 10,217,734 8,964,033 Weighted average number of penny stock options Basic common stock shares outstanding 10,217,734 8,964,033 Basic loss per common stock share from continuing operations $ (1.09 ) $ (12.18 ) Basic loss per common stock share from discontinued (0.06 ) Basic net loss per common stock share $ (1.09 ) $ (12.24 ) Diluted Numerator: Net loss from continuing operations attributable to shares of common stock $ (11,157 ) $ (109,222 ) Increase in net loss attributable to derivative warrants (2,201 ) Diluted net loss from continuing operations attributable to shares of common stock (11,157 ) (111,423 ) Diluted net loss from discontinued operations attributable to shares of common stock (455 ) Diluted net loss attributable to shares of common stock $ (11,157 ) $ (111,878 ) Diluted Denominator: Basic common stock shares outstanding 10,217,734 8,964,033 Shares assumed issued upon exercise of derivative warrants during the year 84,941 Diluted common stock shares outstanding 10,217,734 9,048,974 Diluted loss per common stock share from continuing operations $ (1.09 ) $ (12.31 ) Diluted loss per common stock share from discontinued operations (0.05 ) Diluted net loss per common stock share $ (1.09 ) $ (12.36 ) Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: Both vested and unvested options to purchase an equal number of shares of common stock of the Company 871,484 805,235 Unvested RSUs to issue an equal number of shares of common stock of the Company 53,280 119,636 Warrants to purchase an equal number of shares of common stock of the Company 1,006,679 1,655,324 Conversion feature of Senior Secured Notes 1,250,000 Total number of potentially dilutive instruments, excluded from the calculation of net loss per share 3,181,443 2,580,195 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Note 4. Cash and Cash Equivalents 2015 2014 Cash denominated in U.S. dollars $ 24,918 $ 2,897 Money market funds denominated in U.S. dollars 13,085 Cash in currency other than U.S. dollars 33 41 $ 24,951 $ 16,023 |
Business Combination
Business Combination | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | ||
Business Combination | Note 4. Business Combination On October 15, 2015, the Company acquired IDG. Pursuant to the Purchase Agreement, the Company acquired 100 70 As consideration for the acquisition, the Company issued an equivalent of 1,666,667 1,604,167 5,000 240,625 1,604,167 85,121 Purchase consideration value was determined based on the market value of the Company’s common stock at the date of the transactions, discounted for the fact that the shares are restricted as to their marketability for a period of six months from the issuance date. October 15, 2015 Acquisition: Fair Value Series B Preferred Stock $ 5,378 Debt assumed, settled in shares 193 Total share value issued $ 5,571 Fair Value Assets: Cash and cash equivalents $ 144 Accounts receivable 245 Inventory 234 Prepaid expenses 18 Current Assets 641 Intangible assets 2,146 Goodwill 4,863 Total Assets 7,650 Liabilities: Accounts payable 464 Credit line 270 Accrued expenses 44 Other current liabilities 173 Deferred tax liabilities 866 Total liabilities 1,817 Non-controlling interest in FLI Charge 262 Total $ 5,571 The allocation of the purchase price was based upon a valuation and the Company’s estimates and assumptions, which are subject to change within the measurement period (up to one year from the acquisition dates). The principal area of potential purchase price adjustments relate to the shares placed in escrow. In connection with the acquisition, the Company also entered into a Consulting Agreement with IDG’s former chief executive officer and director for a term of six months and payment of $ 9 50,000 5.00 114 On December 28, 2015, the Company acquired the remaining 30% interest in FLI Charge from third parties. In conjunction with the transaction, the Company issued 110,000 262 FASB ASC 810 | Note 5. Business Combination On October 15, 2015, the Company acquired IDG. Pursuant to the Purchase Agreement, the Company acquired 100% of the capital stock of IDG. Fli Charge, in which IDG owned 70% of the capital stock and control of its operations, and the wholly-owned Group Mobile were also acquired through the purchase of IDG. Fli Charge owns patented conductive wire-free charging technology and is focused on innovation, sales, manufacturing and licensing its technology in various industries, such as automotive, furniture and others. Group Mobile is a company with full service customer support in rugged computers, mobile devices and accessories. As consideration for the acquisition, the Company issued an equivalent of 1,666,667 common shares (after giving effect to the Reverse Stock Split), which were issued as follows: (i) 1,604,167 shares of the Company’s newly designated Series B Convertible Preferred Stock (“Series B Preferred”), convertible into 1,604,167 shares of the Company’s common stock, (ii) 57,500 shares of the Company’s unregistered common stock issued to one of the sellers, who is a former Chief Executive Officer and Director, in consideration of his forgiveness of debt and (iii) 5,000 shares of the Company’s common stock for transaction related services. A total of 240,625 Series B Preferred shares were placed in escrow to secure certain of the sellers’ indemnity obligations under the Purchase Agreement for a period of up to 12 months. On November 27, 2015, all Series B Preferred outstanding shares were converted into unregistered common stock of the Company, resulting in the 1,604,167 shares of common stock. Purchase consideration value was determined based on the market value of the Company’s common shares at the date of the transactions, discounted for the fact that the shares are restricted as to their marketability for a period of six months from the issuance date. The transaction has been accounted for as a business combination. Assets acquired and liabilities assumed were recorded at their fair values at the closing date. The purchase price consideration is as follows: October 15, 2015 Acquisition: Fair Value Series B Preferred Stock $ 5,378 Debt assumed, settled in shares 193 Total share value issued $ 5,571 The purchase price for the acquisition was allocated to the net tangible and intangible assets based on their fair values as of the closing date. The excess of the purchase price over the net tangible assets and intangible assets was recorded as goodwill. Fair Value Assets: Cash and cash equivalents $ 144 Accounts receivable 245 Inventory 234 Prepaid expenses 18 Current Assets 641 Intangible assets 2,146 Goodwill 4,863 Total Assets $ 7,650 Liabilities: Accounts payable $ 464 Credit line 270 Accrued expenses 44 Other current liabilities 173 Deferred tax liabilities 866 Total liabilities 1,817 Noncontrolling interest in Fli Charge 262 Total $ 5,571 The allocation of the purchase price was based upon a valuation and the Company’s estimates and assumptions, which are subject to change within the measurement period (up to one year from the acquisition dates). The principal area of potential purchase price adjustments relate to the shares placed in escrow. In connection with the acquisition, the Company also entered into a Consulting Agreement with IDG’s former Chief Executive Officer and director for an initial term of six months, which may be extended on a month-to-month basis or longer thereafter, and the payment of $9 per month. The Company also issued to a finder a warrant to purchase up to an aggregate of 50,000 shares of common stock of the Company, at an exercise price of $5.00 per share, expiring on April 15, 2021. The fair value of the warrant was $114 and was recorded as an expense in general and administrative expenses. On December 28, 2015, the Company acquired the remaining 30% interest in Fli Charge from third parties. In conjunction with the transaction, the Company issued 110,000 shares of its unregistered common stock for total consideration of $262. The fair value of the consideration for financial reporting purposes was determined based on the market value of the shares at the date of the transaction, discounted due to the restricted nature of the shares and the effect this has on their marketability. The issuance of these shares have no impact on the allocation of the purchase consideration pursuant to FASB ASC 810 and was recorded as an equity transaction. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets | Note 5. Intangible Assets June 30, 2016 December 31, 2015 Weighted Gross Accumulated Net Gross Accumulated Net Patents $ 28,213 $ (26,741 ) 1,472 $ 28,213 $ (13,782 ) $ 14,431 8.60 Customer relationships 1,163 (210 ) 953 1,163 (62 ) 1,101 3.91 Trade name 504 (73 ) 431 504 (21 ) 483 4.90 Technology 479 (60 ) 419 479 (18 ) 461 5.68 Additions: Software 151 151 Total intangible assets $ 30,510 $ (27,084 ) $ 3,426 $ 30,359 $ (13,883 ) $ 16,476 The Company recorded customer relationships, trade name and technology as part of the acquisition of Group Mobile and FLI Charge completed on October 15, 2015. Additionally, during 2016, the Company has capitalized costs for software related to the build-out of Group Mobile’s new website. Amortization has not been recorded for the software as it has not yet been placed into service. The patent assets consist of several major patent portfolios, which were acquired from third parties, as well as a number of internally-developed patents. The costs related to internally-developed patents are expensed as incurred. The Company’s intangible assets are amortized over their expected useful lives. During the three-month periods ended June 30, 2016 and 2015, the Company recorded amortization expense of $413 and $813, respectively. During the six-month periods ended June 30, 2016 and 2015, the Company recorded amortization expense of $1,264 and $1,617, respectively. During the three-month period ended June 30, 2016, the Company determined that there were impairment indicators related to certain of its patents. A significant factor considered when making this determination occurred on May 6, 2016, when “Vringo, Inc.” changed its name to “FORM Holdings Corp.” and concurrently announced its repositioning as a holding company of small and middle market growth companies. The Company concluded that this factor was deemed a “triggering” event, which required the related patent assets to be tested for impairment. In performing this impairment test, the Company determined that the patent portfolios, which together represent an asset group, were subject to impairment testing. In the first step of the impairment test, the Company utilized its projections of future undiscounted cash flows based on the Company’s existing plans for the patents. As a result, it was determined that the Company’s projections of future undiscounted cash flows were less than the carrying value of the asset group. Accordingly, the Company performed the second step of the impairment test to measure the impairment by calculating the asset group’s fair value as of May 6, 2016. As a result, following amortization for the month of April, the Company recorded an impairment charge of $11,937, or 88.7% of the carrying value of the patents prior to impairment. This resulted in a new carrying value of $1,526 on May 6, 2016. The impairment charge is included in amortization and impairment of intangible assets in the condensed consolidated statements of operations. Following the impairment, the Company reevaluated the remaining useful life and concluded that there were no changes in the estimated useful life. There were no impairment indicators related to any of the Company’s other amortizable intangible assets during the period ended June 30, 2016. Group Mobile $ 4,106 FLI Charge 757 Total Goodwill $ 4,863 | Note 6. Goodwill and Intangible Assets The following table provides information regarding the Company’s intangible assets, which consist of the following: December 31, 2015 December 31, 2014 Weighted Gross Accumulated Amortization Net Gross Accumulated Amortization Net Patents $ 28,213 $ (13,782 ) $ 14,431 $ 28,213 $ (10,588 ) $ 17,625 8.60 Additions during the year (Note 5): Customer relationships 1,163 (62 ) 1,101 3.91 Trade name 504 (21 ) 483 4.90 Technology 479 (18 ) 461 5.68 Total intangible assets $ 30,359 $ (13,883 ) $ 16,476 $ 28,213 $ (10,588 ) $ 17,625 The Company’s patents consist of three major patent portfolios, which were acquired from third parties, as well as a number of internally developed patents. The costs related to internally developed patents are expensed as incurred. The Company’s patents and other intangible assets are amortized over their expected useful lives (i.e., through the expiration date of the patent). During the years ended December 31, 2015 and 2014, the Company recorded amortization expense of $3,295 and $3,768, respectively, related to its intangible assets. During the third quarter of 2014, the Company determined that there were impairment indicators related to certain of its patents. A significant factor that was considered when making this determination included the announcement of the Federal Circuit’s decision on August 15, 2014, in which they held that the claims of the patents-in-suit asserted by I/P Engine against the Defendants are invalid for obviousness. The Company concluded that this factor was deemed a “triggering” event requiring that the related patent assets be tested for impairment during the third quarter of 2014. In performing this impairment test, the Company determined that the patent portfolio containing the patents-in-suit in I/P Engine’s litigation against AOL Inc., Google Inc. et al, which represents an asset group, was subject to impairment testing. In the first step of the impairment test, the Company utilized its projections of future undiscounted cash flows based on the Company’s existing plans for the patents. As a result, it was determined that the Company’s projections of future undiscounted cash flows were less than the carrying value of the asset group. Accordingly, the Company performed the second step of the impairment test to measure the potential impairment by calculating the asset group’s fair value. This resulted in an impairment of $1,355 during the third quarter of 2014, related to the asset group, which represents the difference between the fair value and the carrying value of the asset group. The impairment charge is included in amortization and impairment of intangibles in the consolidated statement of operations for the year ended December 31, 2014. There were no impairment charges related to the Company’s patents during the year ended December 31, 2015. Estimated amortization expense for each of the five succeeding years, of the Company’s intangible assets at December 31, 2015 is as follows: Year ending December 31, Amount 2016 $ 3,362 2017 3,291 2018 3,268 2019 2,874 2020 1,692 Thereafter 1,989 $ 16,476 Goodwill The following table provides information regarding the Company’s goodwill: For the year ended December 31, 2015 2014 Balance as of January 1: $ $ 67,757 Acquisition of IDG (Note 5): Fli Charge goodwill 757 Group Mobile goodwill 4,106 Goodwill impairment (67,757 ) $ 4,863 $ As of December 31, 2015, goodwill related to the purchase of IDG, which was consummated during the fourth quarter of 2015. There were no indicators of impairment as of December 31, 2015. The Company performed its annual goodwill impairment test as of December 31, 2014. The Company performed the first step of the goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount, including goodwill. Similar to the interim goodwill impairment test described above, the fair value of the reporting unit was determined using certain valuation techniques, including the estimation of an implied control premium, in addition to the Company’s market capitalization on the measurement date, as the market capitalization is derived on a non-controlling basis. The implied control premium selected was consistent with the control premium utilized in the interim goodwill impairment test described above, as no new significant observable market data of comparable companies was available. During the fourth quarter of 2014, the Company’s stock price declined and the closing price of the Company’s stock on December 31, 2014 was $5.50. This decline in stock price resulted in a significantly lower market capitalization than that used when performing the interim goodwill impairment test described above. Based upon the first step of the goodwill impairment test performed as of December 31, 2014, the Company determined that the fair value of the reporting unit did not exceed its carrying amount and therefore the second step of the goodwill impairment test was required. In performing the second step of the goodwill impairment test, the Company compared the carrying value of goodwill to its implied fair value. In estimating the implied fair value of goodwill, the Company assigns the fair value of the reporting unit to all of the assets and liabilities associated with the reporting unit as if the reporting unit had been acquired in a business combination. As part of this step, the Company estimated the fair value of its patents using an income approach. The key assumptions for this approach are projected future cash flows, ranges of royalty rates as determined by management in consultations with valuation experts, and a discount rate which is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected future cash flows. As a result, it was determined that the Company’s intangible assets were not impaired as of December 31, 2014. Based on the estimated implied fair value of goodwill, the Company recorded an impairment charge of $65,757, to reduce the carrying value of goodwill to its implied fair value, which was determined to be zero. This impairment charge is included in goodwill impairment in the consolidated statement of operations for the year ended December 31, 2014. |
Segment Information
Segment Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Segment Reporting [Abstract] | ||
Segment Information | Note 6. Segment Information The Company currently has three operating segments, Group Mobile, FLI Charge and intellectual property that accumulate revenue and expenses. Additionally, the Company allocates certain expenses to its non-operating corporate segment. The corporate segment represents general and administrative expenses as well as net non-operating income (expense) that are not specific to any of FORM’s operating segments, but represent expenses incurred on behalf of the parent company, a holding company. Three months ended Six months ended 2016 2015 2016 2015 Revenue: Group Mobile $ 2,450 $ $ 3,727 $ FLI Charge 12 29 Intellectual property 8,900 9,650 150 Total Revenue $ 11,362 $ $ 13,406 $ 150 Segment operating loss: Group Mobile $ (326 ) $ $ (648 ) $ FLI Charge (998 ) (1,777 ) Intellectual property (7,577 ) (6,276 ) (8,280 ) (10,032 ) Corporate (1,814 ) (2,299 ) (3,616 ) (5,296 ) Total segment operating loss (10,715 ) (8,575 ) (14,321 ) (15,328 ) Corporate non-operating income (expense), net (92 ) 66 (441 ) (157 ) Net loss $ (10,807 ) $ (8,509 ) $ (14,762 ) $ (15,485 ) June 30, December 31, Assets: Group Mobile $ 7,013 $ 6,228 FLI Charge 1,734 1,583 Intellectual property 2,654 17,528 Corporate 26,346 25,120 Total Assets $ 37,747 $ 50,459 The corporate segment’s assets are mainly comprised of cash and cash equivalents. | Note 7. Segment Information For the year ended 2015 2014 Revenue: Intellectual Property $ 21,750 $ 1,425 Fli Charge 2 Group Mobile 935 Total Revenue $ 22,687 $ 1,425 Segment operating loss: Intellectual Property $ (9,854 ) $ (45,439 ) Fli Charge (139 ) Group Mobile (351 ) Total Segment operating loss $ (10,344 ) $ (45,439 ) Unallocated expenses, net: Goodwill impairment (65,757 ) Total unallocated expenses, net (65,757 ) Non-operating income (expense), net (1,780 ) 1,974 Loss before income tax benefit (expense) $ (12,124 ) $ (109,222 ) Assets: Intellectual Property $ 42,721 $ 37,435 Fli Charge 6,228 Group Mobile 1,583 Total Assets $ 50,532 $ 37,435 General and administrative costs are allocated to the Intellectual Property segment. |
Revenue from Settlements and Li
Revenue from Settlements and Licensing Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Revenue from Settlements and Licensing Agreements [Abstract] | |
Revenue from Settlements and Licensing Agreements | Note 8. Revenue from Settlements and Licensing Agreements On December 7, 2015, the Company entered into a confidential settlement and license agreement (the “Settlement Agreement”) with ZTE Corporation and its affiliates (“ZTE”), pursuant to which: (i) ZTE paid the Company a total of $21,500, net of any withholding, value added or other taxes; (ii) the parties withdrew all pending litigations and proceedings against each other including the litigations related to ZTE’s breach of its non-disclosure agreement with Vringo; and (iii) the Company granted ZTE a non-exclusive, non-transferable, worldwide perpetual license of certain patents and patent applications owned by the Company. During the year ended December 31, 2014, the Company recorded total licensing revenue of $1,425, which was due to certain one-time payments in connection with settlement and license agreements for certain of its owned intellectual property. |
Senior Secured Notes
Senior Secured Notes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Senior Secured Convertible Notes | Note 7. Senior Secured Notes On May 4, 2015 (the “Closing Date”), the Company entered into a securities purchase agreement with certain Investors in a registered direct offering of $12,500 of Notes and May 2015 Warrants to purchase 537,500 shares of the Company’s common stock (after giving effect to the Reverse Stock Split). On the Closing Date, the Company issued the Notes, which were convertible into shares of the Company’s common stock at $10.00 per share, had 8% interest and matured in 21 months from the date of issuance, unless earlier converted. In addition, the Company issued the May 2015 Warrants to purchase shares of the Company’s common stock, which were exercisable at $10.00 per share for a period of five years, beginning on November 4, 2015. In connection with the issuance of the Notes and the May 2015 Warrants, the Company received net cash proceeds of $12,425. The Company also incurred third party costs directly associated with the issuance of Notes of $218, which were capitalized as debt issuance costs and reported as a reduction in senior secured notes, and are amortized over the term of the Note. The Company’s obligations under the outstanding Notes are secured by a first priority perfected security interest in substantially all of the Company’s U.S. assets. In addition, stock of certain subsidiaries of the Company were pledged. The outstanding Notes contain customary events of default, as well as covenants which include restrictions on the assumption of new debt by the Company. As of June 30, 2016, all covenants were met and there were no events of default. As of December 31, 2015, total outstanding principal was $4,206. Between January 1, 2016 and March 9, 2016, the Company made two principal payments in the aggregate amount of $1,190. The Company elected to make these principal payments in shares of the Company’s common stock, which are issued at a 15% discount to the market price data. As such, the Company issued 1,032,332 shares in lieu of principal payments and recorded $210 as extinguishment of debt expense in the condensed consolidated statements of operations. On March 9, 2016, the Company and the Investors entered into the Exchange Note Agreement. Pursuant to the Exchange Note Agreement, the Company issued to the Investors an aggregate of 703,644 shares of its common stock in exchange for the reduction of $1,267 of the outstanding aggregate principal amount of the Notes and $49 of accrued interest. As a result, the outstanding aggregate principal amount under the Notes was reduced from $3,016 to $1,749 as of March 9, 2016. In addition, on March 9, 2016, the Company, with the consent of each of the Investors, agreed to amend the Notes. Pursuant to the Amended Notes and the Indenture dated May 4, 2015, as supplemented by a First Supplemental Indenture dated May 4, 2015 and further supplemented by the Second Supplemental Indenture dated March 9, 2016: (i) the Amended Notes are no longer convertible into shares of the Company’s common stock and will be payable by the Company on the Maturity Date in cash only, (ii) the Maturity Date of the Amended Notes will extend to June 30, 2017, (iii) the Company will discontinue the payment of principal prior to the Maturity Date (subject to certain exceptions), (iv) the interest rate increased from 8% to 10% per annum and will accrue on the outstanding aggregate principal amount of the Amended Notes, payable monthly, and (v) the Company will pay to the Investors on the Maturity Date 102% of the outstanding aggregate principal amount of the Amended Notes. The Company also agreed to maintain a cash balance (including cash equivalents) of not less than $2,900. In addition, the Company agreed to reduce the exercise price of the May 2015 Warrants from $10.00 to $3.00 per share and the parties also agreed to remove from the May 2015 Warrants certain anti-dilution features. Other terms of the May 2015 Warrants remained the same. Furthermore, in connection with the Amended Notes, the Company paid a restructuring fee of $50 to the Investors. The Company has concluded that the Exchange Note Agreement does not constitute a troubled debt restructuring as it has not experienced financial difficulty. Furthermore, since the Investors remained the same before and after the Exchange Note Agreement, the Company has made a quantitative test, in order to determine whether the Amended Notes are substantially different from the original Notes. Based on the accounting analysis performed and considering various scenarios for the cash flow test, the Company concluded that the Amended Notes were not substantially different from the original Notes and, as such, accounted for the Exchange Note Agreement as a modification: • No gain or loss is recorded and a new effective interest rate is established based on the carrying value of the Notes and the revised cash flows of the Notes. Immediately before the Exchange Note Agreement, the fair value of the conversion option of the Notes was $10.00 per share. • The change in the fair value of the May 2015 Warrants is capitalized similar to certain debt issuance costs. The fair value of the May 2015 Warrants increased by $281 as a result of the reduction of the exercise price from $10.00 to $3.00. Other terms of the May 2015 Warrants remain the same and continue to be recorded as derivative warrant liabilities. The capitalized amount of $281, along with any existing unamortized debt discount or premium, is amortized to interest expense over the remaining term of the Notes. • Pursuant to the Exchange Note Agreement, on March 9, 2016, 703,644 shares were issued in exchange for the reduction of $1,267 of the outstanding principal amount and $49 of accrued interest and are also considered a noncash consideration. The fair value of the shares issued was $1,499. As such, the Company capitalized the fair value difference of $183 similar to certain debt issuance costs, which is amortized to interest expense over the remaining term of the Notes. • The original transactions cost as of March 9, 2016, in the amount of $49, continue to be deferred. New transaction costs paid to the Investors, in the amount of $50, are capitalized and recorded as an offset to the debt. New transaction costs, in the amount of $65, paid to third parties are recognized as an expense and are included in general and administrative expense. The table below summarizes changes in the book value of the Notes from December 31, 2015 to June 30, 2016: Book value as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73) $ 3,111 Debt repayments in January and February 2016 (1,190 ) Amortization of debt discount and debt issuance costs, included in interest expense 356 Book value of Notes before the Exchange Note Agreement on March 9, 2016 2,277 Fair value of the considerations provided to the Investors, including: Increase in fair value of May 2015 Warrants due to reduced exercise price 281 Repayment of Notes in shares of common stock 1,267 Repayment of $1,267 of Notes in shares of common stock at a discount to the market 183 Restructuring fee paid to the Investors 50 Total fair value of the considerations provided to the Investors 1,781 Book value of Amended Notes after the Exchange Note Agreement on 496 Amortization of debt discount and debt issuance costs, included in interest expense 304 Book value of Amended Notes as of June 30, 2016 $ 800 On July 1, 2016, the Company prepaid in full its Amended Notes that were due on June 30, 2017. As required by the terms of the Amended Notes, notice of prepayment was delivered to the Investors on June 30, 2016. The Company repaid the Amended Notes in full, including repayment of the principal and accrued interest as well as an additional 15% for early repayment. The Company used an aggregate of $2,011 of cash on hand for repayment of the Amended Notes. As a result of the repayment in full of the Amended Notes, all liens on the Company’s assets, including its intellectual property, were released by the Investors. | Note 9. Senior Secured Convertible Notes On May 4, 2015 (the “Closing Date”), the Company entered into a securities purchase agreement with certain institutional investors in a registered direct offering of $12,500 of Senior Secured Convertible Notes (the “Notes”) and warrants to purchase 537,500 shares of the Company’s common stock (after giving effect to the Reverse Stock Split). On the Closing Date, the Company issued the Notes, which are convertible into shares of the Company’s common stock at $10.00 per share, bear 8% interest and mature in 21 months from the date of issuance, unless earlier converted. In addition, the Company issued 537,500 warrants to purchase shares of the Company’s common stock, which are exercisable at $10.00 per share for a period of five years, beginning on November 4, 2015. In connection with the issuance of the Notes and the warrants, the Company received net cash proceeds of $12,425. The Company also incurred third party costs directly associated with the issuance of Notes of $218, which are capitalized as debt issuance costs and included in other current assets, and are amortized over the term of the Note. The Company’s obligations under the outstanding Notes are secured by a first priority perfected security interest in substantially all of the Company’s U.S. assets. In addition, stock of certain subsidiaries of the Company has been pledged. The outstanding Notes contain customary events of default, as well as covenants which include restrictions on the assumption of new debt by the Company. As of December 31, 2015, all covenants were met and there were no events of default. The principal amount of the outstanding Notes is being repaid monthly, and the Company may make such payments and related interest payments in cash or, subject to certain conditions, in registered shares of the Company’s common stock, at its election. On each of the principal installment dates, the Company’s scheduled principal amortization payment is an amount equal to $595. If the Company chooses to repay the Notes in shares of its common stock, the shares are issued at a 15% discount, based on the then-current market price data of the Company’s common stock. The Company may also repay the Notes in advance of the maturity schedule subject to early repayment penalties. The holders of the Notes may accelerate up to six principal installment payments on each of the principal installment dates. The Company may choose to settle such amounts in cash or shares issued at a 15% discount, based on the then-current market price data of the Company’s common stock. Further, the Notes contain provisions that under certain events of default, as defined in the agreement, the amount owed could increase by amounts ranging from 115% to 120% of the face value depending on when the event occurred, and additionally, the interest rates would increase to 16.5% per annum upon the occurrence and continuance of an event of default. In addition, the Company may choose to repay the Notes early at a premium ranging from 115% to 120% of the face value depending on when the election is made. The 8% interest is paid quarterly, beginning July 1, 2015, and the Company may make such payments in cash or registered shares of the Company’s common stock, at its election. If the Company chooses to repay the Notes in shares of its common stock, the shares for the payment of interest are issued at the then-current market price of the Company’s common stock. Upon issuance of the Notes on May 4, 2015, the Company recorded the following: Net cash proceeds from the Notes ($12,500 less investors issuance costs of $75) $ 12,425 Debt discount: May 2015 Warrants 1,717 Conversion feature 1,244 Total Debt discount attributed to Warrants and Conversion feature 2,961 Net Total May 4, 2015 9,464 Debt discount amortization 2,014 Debt repayments (8,294 ) Net Total December 31, 2015 (presented as short-term) $ 3,184 The debt discount is attributable to the value of the separately accounted for conversion feature and May 2015 Warrants issued in connection with the financing. The embedded conversion feature derivatives relate to the conversion option, redemption in case of an event of default, and redemption in the case of a change in control features of the Notes. The embedded derivatives were evaluated under FASB ASC Topic 815-15 During August 2015, the holders of the Notes accelerated six principal installments in exchange for common stock as permitted under the securities purchase agreement. The debt is now expected to mature in July 2016. During the year ended December 31, 2015, the Company made principal payments in the aggregate amount of $8,294. The Company elected to make a total of $595 of these principal payments in cash and the remaining $7,699 of principal payments in shares of the Company’s common stock, which are issued at a 15% discount to the then current market price. As such, the Company issued 2,070,000 shares (after giving effect to the Reverse Stock Split) in lieu of principal payments and interest payments for the year ended December 31, 2015, and recorded $1,373 extinguishment of debt expense on the consolidated statement of operations for the year ended December 31, 2015. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | Note 8. Fair Value Measurements The following table presents the placement in the fair value hierarchy of liabilities measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015: Fair value measurement at reporting date using Balance Quoted prices Significant Significant June 30, 2016: May 2015 Warrants $ 329 $ $ $ 329 December 31, 2015: May 2015 Warrants $ 416 $ $ $ 416 Conversion feature $ 1 $ $ $ 1 The Company measures its derivative liabilities at fair value. The May 2015 Warrants were classified within Level 3 because they were valued using the Black-Scholes-Merton model, which utilizes significant inputs that are unobservable in the market. They are recorded as derivative warrant liabilities as they are freestanding instruments and there are several features within the warrants that may require the Company to cash settle or partially cash settle. In particular, the Company may have to cash settle, partially cash settle, or make cash payments to the Investors including cash settlement upon exercise when insufficient shares are authorized to be issued, and that the Company is obligated to issue registered shares when the warrants are exercised. The derivative warrant liabilities are initially measured at fair value and marked to market at each balance sheet date. In addition to the above, the Company’s financial instruments as of June 30, 2016 and December 31, 2015 consisted of cash, cash equivalents, receivables, accounts payable, deposits and Notes. The carrying amounts of all the aforementioned financial instruments approximate fair value because of the short-term maturities of these instruments. The following table summarizes the changes in the Company’s liabilities measured at fair value using significant unobservable inputs (Level 3) during the six-month period ended June 30, 2016: May 2015 Conversion December 31, 2015 $ 416 $ 1 Decrease in fair value of the warrants and conversion feature (368 ) (1 ) Increase in fair value as a result of debt modification 281 June 30, 2016 $ 329 $ Valuation processes for Level 3 Fair Value Measurements Fair value measurement of the derivative warrant liabilities falls within Level 3 of the fair value hierarchy. The fair value measurements are evaluated by management to ensure that changes are consistent with expectations of management based upon the sensitivity and nature of the inputs. June 30, 2016: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes-Merton Volatility 59.55 % Risk-free interest rate 0.88 % Expected term, in years 3.84 Dividend yield 0.00 % December 31, 2015: Description Valuation technique Unobservable inputs Range Conversion feature Monte-Carlo model Volatility 82.46 % Risk free interest rate 0.46 % Expected term, in years 0.51 Conversion price $ 10.00 May 2015 Warrants Black-Scholes-Merton Volatility 79.13 % Risk free interest rate 1.68 % Expected term, in years 4.34 Dividend yield 0.00 % Sensitivity of Level 3 measurements to changes in significant unobservable inputs The inputs to estimate the fair value of the Company’s derivative warrant liabilities and conversion feature were the current market price of the Company’s common stock, the exercise price of the warrants and conversion feature, their remaining expected term, the volatility of the Company’s common stock price and the risk-free interest rate over the expected term. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement. Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the warrants and conversion feature would each result in a directionally similar change in the estimated fair value of the Company’s warrants. 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 warrants’ and conversion feature’s exercise prices 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 warrants and conversion feature due to the dividend assumption. The following table presents the placement in the fair value hierarchy of intangible assets measured at fair value on a non-recurring basis as of June 30, 2016 due to impairment. There was no impairment of intangible assets for the period ended December 31, 2015 and, as such, no fair value measurement was performed: Fair value measurement at reporting date using Balance Quoted prices in Significant other Significant June 30, 2016: Patents $ 1,472 $ $ $ 1,472 During the six-month period ended June 30, 2016, the Company recorded a noncash impairment charge of $11,937 to reduce the net carrying value of its patent assets to its estimated fair value of $1,526. Following the impairment charge, the net carrying value of the patent assets was reduced to $1,472 as of June 30, 2016 due to additional amortization expense during the period. The fair value of these assets were classified as Level 3 of the fair value hierarchy using an income-based approach. | Note 10. Fair Value Measurements Fair value measurement at reporting date using Balance Quoted prices Significant other Significant December 31, 2015: May 2015 Warrants $ 416 $ $ $ 416 Conversion feature $ 1 $ $ $ 1 December 31, 2014: Conversion Warrants, the derivative Reload Warrants and the derivative Series 1 Warrants $ 175 $ $ $ 175 The Company measures its derivative liabilities at fair value. The Conversion Warrants, the derivative Reload Warrants and the derivative Series 1 Warrants were classified within Level 3 because they were valued using the Black-Scholes-Merton and the Monte-Carlo models, as these warrants included down-round protection clauses, which utilize significant inputs that are unobservable in the market. On January 1, 2015, the down-round protection clauses associated with all of the Company’s outstanding derivative warrant liabilities expired and, as a result, these warrants no longer meet the criteria for liability classification. As such, the related liabilities were revalued as of January 1, 2015 and the balance of $175, which was comprised of long-term derivative warrant liabilities of $174 and short-term derivative warrant liabilities of $1, was reclassified to equity. The May 2015 Warrants were classified within Level 3 because they were valued using the Black-Sholes-Merton model, which utilizes significant inputs that are unobservable in the market. They are recorded as derivative warrant liabilities as they are freestanding instruments and there are several features within the warrants that may require the Company to cash settle or partially cash settle. In particular, the Company may have to cash settle, partially cash settle, or make cash payments to the holders including cash settlement upon exercise when insufficient shares are authorized to be issued, and that the Company is obligated to issue registered shares when the warrants are exercised. The derivative warrant liabilities are initially measured at fair value and marked to market at each balance sheet date. The conversion feature was classified within Level 3 because it was valued using the Monte-Carlo model, which utilizes significant inputs that are unobservable in the market. The embedded conversion feature derivatives relate to the conversion option, redemption in case of an event of default, and redemption in the case of a change in control features of the Notes. The conversion feature was separated from the host debt contract and accounted for as a derivative instrument because the feature is not clearly and closely related to the debt host and a separate instrument with the same terms as the embedded derivative would be a derivative instrument. In addition to the above, the Company’s financial instruments as of December 31, 2015 and 2014 consisted of cash, cash equivalents, receivables, accounts payable, deposits and Notes. The carrying amounts of all the aforementioned financial instruments approximate fair value because of the short-term maturities of these instruments. Conversion Warrants, May 2015 Conversion December 31, 2014 $ 175 $ $ Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants (175 ) Issuance of Notes and May 2015 Warrants 1,717 1,244 Gain on revaluation of warrants and conversion (1,301 ) (1,243 ) December 31, 2015 $ $ 416 $ 1 During August 2015, the holders of the Notes accelerated six principal installments in exchange for common stock as permitted under the securities purchase agreement. The debt is now expected to mature in July 2016. These events resulted in a significant decline in the value of the conversion feature between May 4, 2015 and December 31, 2015, which resulted in a concurrent gain on the revaluation of the conversion feature. Valuation processes for Level 3 Fair Value Measurements December 31, 2015: Description Valuation technique Unobservable inputs Range Conversion feature Monte-Carlo model Volatility 82.46 % Risk free interest rate 0.46 % Expected term, in years 0.51 Conversion price $ 10.00 May 2015 Warrants Black-Scholes-Merton Volatility 79.13 % Risk free interest rate 1.68 % Expected term, in years 4.34 Dividend yield 0.00 % December 31, 2014: Description Valuation technique Unobservable inputs Range Conversion Warrants, derivative Reload Black-Scholes-Merton and Volatility 56.55% 77.06% Warrants and derivative Series 1 Warrants Risk free interest rate 0.13% 0.87% Expected term, in years 0.48 2.55 Dividend yield 0% Sensitivity of Level 3 measurements to changes in significant unobservable inputs The inputs to estimate the fair value of the Company’s derivative warrant liabilities and conversion feature were the current market price of the Company’s common stock, the exercise price of the warrants and conversion feature, their remaining expected term, the volatility of the Company’s common stock price and the risk-free interest rate over the expected term. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement. Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the warrants and conversion feature would each result in a directionally similar change in the estimated fair value of the Company’s warrants. 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 warrants’ and conversion feature’s exercise prices 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 warrants and conversion feature due to the dividend assumption. |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrants | Note 9. Warrants The following table summarizes information about warrant activity during the six-month period ended June 30, 2016: No. of warrants Weighted Exercise December 31, 2015 1,006,679 $ 12.92 $ 5.00 $17.60 Granted Exercised Expired June 30, 2016 1,006,679 $ 9.18 $ 3.00 $17.60 On March 9, 2016, the Company modified the exercise price of the May 2015 Warrants, which are recorded as derivative warrant liabilities, from $10.00 to $3.00. There were no changes to other terms of the May 2015 Warrants (see Note 7). The change in fair value of the May 2015 Warrants as a result of the exercise price modification was accounted for as a debt discount to be amortized over the remaining term of the Amended Notes. Certain of the Company’s outstanding warrants are classified as equity warrants and certain are classified as derivative warrant liabilities. The Company’s outstanding equity warrants as of June 30, 2016 consist of the following: No. Exercise price Remaining Expiration Date Series 1 Warrants 149,025 $ 17.60 1.05 years July 19, 2017 Series 2 Warrants 194,352 $ 17.60 1.05 years July 19, 2017 Reload Warrants 75,802 $ 17.60 0.61 years February 6, 2017 October 2015 Warrants 50,000 $ 5.00 4.79 years April 15, 2021 Outstanding as of June 30, 2016 469,179 The Company’s outstanding derivative warrants as of June 30, 2016 consist of the following: No. outstanding Exercise price Remaining Expiration Date May 2015 Warrants 537,500 $ 3.00 3.84 years May 4, 2020 | Note 12. Warrants The following table summarizes information about warrant activity during the year ended December 31, 2015: No. of warrants Weighted Exercise price December 31, 2014 1,740,265 $ 42.26 $ 9.40 $50.60 Granted 587,500 $ 9.57 $ 5.00 $10.00 Expired on June 21, 2015 (1,321,086 ) $ 50.55 $ 9.40 $50.60 December 31, 2015 1,006,679 $ 12.92 $ 10.00 $17.60 On May 4, 2015, the Company issued warrants to purchase up to 537,500 of its shares of common stock in conjunction with the issuance of the Notes. The warrants are exercisable at $10.00 per share and are exercisable for a period of five years. In October 2015, in connection with the purchase of IDG, the Company granted the finder with warrants to purchase up to 50,000 of its shares of common stock, at an exercise price of $5.00 per share (the “October 2015 Warrants”). Prior to June 21, 2015, the Company had public warrants to purchase 478,400 shares of common stock at an exercise price of $50.60, which were listed on the NASDAQ Capital Market under the symbol “VRNGW,” and additional warrants which were privately held to purchase 842,686 shares of common stock, all of which expired on June 21, 2015. No. outstanding Exercise Remaining Expiration Date Series 1 Warrants 149,025 $ 17.60 1.55 years July 19, 2017 Series 2 Warrants 194,352 $ 17.60 1.55 years July 19, 2017 Reload Warrants 75,802 $ 17.60 1.10 years February 6, 2017 October 2015 Warrants 50,000 $ 5.00 5.29 years April 15, 2021 Outstanding as of December 31, 2015 469,179 The Company’s outstanding derivative warrant liabilities as of December 31, 2015 consist of the following: No. outstanding Exercise Remaining Expiration Date May 2015 Warrants 537,500 $ 10.00 4.34 years May 4, 2020 |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation [Abstract] | ||
Stock-based Compensation | Note 10. Stock-based Compensation The Company has a stock-based compensation plan available to grant stock options and restricted stock units (“RSUs”) to the Company’s directors, employees and consultants. Under the 2012 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), a maximum of 1,560,000 shares of common stock may be awarded (after giving effect to the one-for-ten reverse stock split). In 2015, the Company amended its Plan, so that a maximum of shares of common stock that may be awarded was increased to 2,100,000. As of June 30, 2016, 302,510 shares were available for future grants under the Plan. Total stock-based compensation expense for the three-month periods ended June 30, 2016 and 2015 was $499 and $1,253, respectively. Total stock-based compensation expense for the six-month periods ended June 30, 2016 and 2015 was $962 and $3,125, respectively. The following table illustrates the RSUs granted during the six-month period ended June 30, 2016. Title Grant date No. of RSUs Exercise Fair market Vesting term Consultant March 9, 2016 10,000 $ 2.13 0.33 years The activity related to stock options and RSUs during the six-month period ended June 30, 2016 consisted of the following: RSUs Options No. of Weighted No. of Weighted Exercise price Weighted Outstanding at January 1, 2016 53,280 $ 36.31 871,484 $ 30.65 $ 5.10 55.00 $ 20.49 Granted 10,000 $ 2.13 730,000 $ 1.66 $ 1.55 1.92 $ 0.89 Vested/Exercised (55,472 ) $ 30.03 Forfeited (100,050 ) $ 27.88 $ 5.90 41.00 $ 17.04 Expired (9,000 ) $ 55.00 $ 55.00 $ 26.20 Outstanding at June 30, 2016 7,808 $ 37.20 1,492,434 $ 16.51 $ 1.55 55.00 $ 10.64 Exercisable at June 30, 2016 880,767 $ 26.03 $ 1.55 55.00 The Company did not recognize tax benefits related to its stock-based compensation as there is a full valuation allowance recorded. | Note 11. Stock-based Compensation The Company has a stock-based compensation plan available to grant stock options and RSUs to the Company’s directors, employees and consultants. Under the 2012 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), a maximum of 1,560,000 shares of common stock may be awarded (after giving effect to the one-for-ten reverse stock split). In 2015, the Company amended its Plan, so that a maximum of shares of common stock that may be awarded was increased to 2,100,000. As of December 31, 2015, 933,460 shares were available for future grants under the Plan. Total stock-based compensation expense for the years ended December 31, 2015 and 2014 was $5,064 and $10,967, respectively. The following table illustrates the stock options granted during the year ended December 31, 2015. There were no RSUs granted during the year ended December 31, 2015. Title Grant date No. of Exercise price Fair market value Vesting terms Assumptions used in Black-Scholes Directors and employees January 2015 115,000 $ 5.10 $5.90 $ 3.30 $3.80 Over 1 year for Volatility: 74.9% 77.1% Certain options granted to officers, directors and certain key employees are subject to acceleration of vesting of 75% 100% (according to the agreement signed with each grantee), upon a change of control event. RSUs Options No. of Weighted No. of Weighted Exercise price Weighted Outstanding at December 31, 2014 119,636 $ 36.40 805,235 $ 33.60 $ 9.60 $55.00 $ 22.40 Granted 115,000 $ 5.45 $ 5.10 $5.90 $ 3.52 Vested/Exercised (30,991 ) $ 36.51 Forfeited (35,365 ) $ 36.31 (48,751 ) $ 19.41 $ 5.10 $37.60 $ 11.13 Expired Outstanding at December 31, 2015 53,280 $ 36.31 871,484 $ 30.65 $ 5.10 $55.00 $ 20.49 Exercisable at December 31, 2015 815,361 $ 31.49 $ 5.10 $55.00 Non-vested stock options: Non-vested RSU: No. of Weighted No. of Weighted Balance at January 1, 2015 187,965 $ 22.10 119,636 $ 36.40 Granted 115,000 $ 3.52 $ Vested (214,631 ) $ 17.18 (30,991 ) $ 36.51 Forfeited (32,211 ) $ 8.48 (35,365 ) $ 36.31 Balance at December 31, 2015 56,123 $ 10.66 53,280 $ 36.31 The following table summarizes information about employee and non-employee stock options outstanding as of December 31, 2015: Exercise price range No. options No. options Weighted $0.01 10.00 98,618 70,285 4.18 $10.00 20.00 84,566 79,567 4.88 $20.00 30.00 46,000 41,000 7.50 $30.00 40.00 518,550 514,926 7.20 $40.00 50.00 102,500 88,333 8.15 $50.00 60.00 21,250 21,250 1.09 871,484 815,361 As of December 31, 2015 and 2014, the total aggregate intrinsic values of options outstanding and options exercisable were zero since these instruments were “out-of-the-money” as of these dates. The total aggregate intrinsic value of options exercised during the year ended December 31, 2014 was $2,363. There were no options exercised during the year ended December 31, 2015. The total fair value of stock options that vested in the years ended December 31, 2015 and 2014 was $3,687 and $7,987, respectively. As of December 31, 2015, there were approximately $1,420 of total unrecognized stock-based payment cost related to non-vested options, shares and RSUs, granted under the incentive stock option plans. Overall, the cost is expected to be recognized over a weighted average of 1.05 years. The Company did not recognize tax benefits related to its stock-based compensation as there is a full valuation allowance recorded. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets | Note 13. Other Current Assets As of December 31, 2015 and 2014, the Company’s other current assets were comprised of the following: For the year ended 2015 2014 Prepaid expenses $ 674 $ 482 Inventory 379 Accounts receivable 246 Other 97 28 Balance as of December 31 $ 1,396 $ 510 |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Current Liabilities | Note 14. Accounts Payable, Accrued Expenses and Other Current Liabilities As of December 31, 2015 and 2014, the Company’s accounts payable, accrued expenses and other current liabilities were comprised of the following: For the year ended 2015 2014 Accounts payable $ 4,278 $ 3,598 Accrued liabilities 607 465 Tax liabilities 538 559 Other 607 110 Balance as of December 31 $ 6,030 $ 4,732 On July 12, 2015, Group Mobile amended its existing loan agreement with Oklahoma Fidelity Bank, a division of Fidelity Bank. The total amount of the loan is $300 and it bears a variable interest, which is the lower of the Wall Street Journal prime rate plus 1% or 5% annually. The maturity date of the loan is July 12, 2016. The outstanding balance on the loan as of December 31, 2015 was $268 and is included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets. |
Discontinued Operations and Ass
Discontinued Operations and Assets Held For Sale | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Assets Held For Sale | Note 15. Discontinued Operations and Assets Held For Sale On February 18, 2014, the Company executed the sale of its mobile social application business to InfoMedia. As consideration for the assets and agreements related to the Company’s mobile social application business, the Company received 18 Class B shares of InfoMedia, which represent an 8.25% ownership interest in InfoMedia. Additionally, the Company’s Chief Executive Officer was appointed as a full voting member of InfoMedia’s board of directors and the Company received a number of customary protective rights. The InfoMedia Class B shares are accounted for as a cost-method investment at the carrying amount of $787 and are included in other assets in the consolidated balance sheets as of December 31, 2015 and 2014. During the year ended December 31, 2015, there were no events or changes in circumstances that would indicate that the carrying amount of this investment may no longer be recoverable. In connection with the sale of its mobile social application business, the Company is required to present the results of the Company’s mobile social application business as discontinued operations in the consolidated statements of operations. The following table represents the components of operating results from discontinued operations, as presented in the consolidated statements of operations: As of December 31, 2015 2014 Revenue $ $ 37 Operating expenses (266 ) Operating loss (229 ) Non-operating income (expense) 20 Loss before taxes on income (209 ) Income tax expense (246 ) Loss from discontinued operations $ $ (455 ) |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Income Taxes | Note 11. Income Taxes As of June 30, 2016, deferred tax assets generated from the Company’s U.S. activities were offset by a valuation allowance because realization depends on generating future taxable income, which, in the Company’s estimation, is not more likely than not to be generated before such net operating loss carryforwards expire. The Company did not have any material unrecognized tax benefits as of June 30, 2016. The Company does not expect to record any additional material provisions for unrecognized tax benefits within the next year. | Note 16. Income Taxes For the years ended December 31, 2015 and 2014, the loss from continuing operations before taxes consists of the following: 2015 2014 Domestic $ (12,072 ) $ (108,828 ) Foreign (52 ) (394 ) $ (12,124 ) $ (109,222 ) Income tax expense (benefit) attributable to continuing and discontinued operations for the years ended December 31, 2015 and 2014 consisted of the following: 2015 2014 Continued operations: Current: Federal $ $ State Deferred: Federal (866 ) State $ (866 ) $ Discontinued operations: Current: Federal $ $ (246 ) State Deferred: Federal State $ $ (246 ) Income tax expense attributable to continuing operations differed from the amounts computed by applying the applicable U.S. federal income tax rate to loss from continuing operations before taxes on income as a result of the following: For the year ended 2015 2014 Loss from continuing operations before taxes on income $ (12,124 ) $ (109,222 ) Tax rate 35 % 35 % Computed “expected” tax benefit 4,243 38,228 State taxes, net of federal income tax benefit 294 793 Change in valuation allowance (3,627 ) (13,864 ) Nondeductible expenses (64 ) (25,070 ) Other items 20 (87 ) Income tax benefit attributable to continuing operations $ 866 $ Deferred income taxes reflect the net 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 our deferred tax assets and liabilities are as follows as of December 31, 2015 and 2014: December 31, 2015 2014 Deferred income tax assets: Net operating loss carryforwards $ 44,756 $ 43,558 Stock-based compensation 4,839 4,789 Patents and other 1,212 341 Net deferred income tax assets 50,807 48,688 Less: Valuation allowance (50,807 ) (48,688 ) 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 (“NOL”) will not be utilized in the foreseeable future. The Company acquired IDG in the fourth quarter of 2015 and, as a result of the acquisition, all components of IDG’s deferred tax liabilities were recorded as part of the acquisition and were netted with similar deferred tax assets of the Company. This resulted in the reduction of the valuation allowance of $866. The valuation allowance for 2015 is $50,807, which 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, 2014 $ 37,758 Charged to cost and expenses continuing operations 13,864 Charged to cost and expenses discontinued operations 299 Return to provision true-up and other (3,233 ) As of December 31, 2014 $ 48,688 Charged to cost and expenses continuing operations 3,627 Charged to cost and expenses discontinued operations (299 ) Return to provision true-up and other (1,209 ) As of December 31, 2015 $ 50,807 As of December 31, 2015, the Company’s estimated aggregate total NOL were $123,591 for U.S. federal, state and local purposes expiring 20 years from the respective tax years to which they relate. 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 NOL available post-merger that the Company completed in 2012 that are not subject to limitation amount to $83,990. The remaining NOLs of $39,601 are subject to the limitation of Section 382. The annual limitation is approximately $2,000. The Company files its tax returns in the U.S. federal jurisdiction, as well as in various state and local jurisdictions. Vringo, Inc. has open tax years for 2012 through 2014. As of December 31, 2015, all tax years for the Company’s subsidiary Innovate/Protect are still open. The Company’s Israeli subsidiary filed its income tax returns in Israel prior to closing the business in the first quarter of 2014; there are no open tax years. The Company did not have any material unrecognized tax benefits as of December 31, 2015. The Company does not expect to record any additional material provisions for unrecognized tax benefits within the next year. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies | Note 12. Commitments and Contingencies FLI Charge FLI Charge launched its consumer product line on Indiegogo, a crowdfunding platform, on June 15, 2016; the campaign was ongoing as of June 30, 2016, at which time funds raised from the crowdfunding campaign was $177. FLI Charge expects to deliver products to the participants in the fourth quarter of 2016. Litigation and legal proceedings ZTE On December 7, 2015, the Company entered into a confidential settlement and license agreement (the “Settlement Agreement”) with ZTE Corporation and its affiliates (collectively, “ZTE”), pursuant to which the parties withdrew all pending litigations and proceedings against each other and the Company granted ZTE a non-exclusive, non-transferable, worldwide perpetual license to certain patents and patent applications owned by the Company. Pursuant to the Settlement Agreement, the parties have taken steps to withdraw all pending litigations and proceedings against one another. In several jurisdictions, though ZTE requested that government organizations close proceedings against FORM, those organizations make such determinations on their own volition. In China, ZTE requested that the National Developmental and Reform Commission (“NDRC”) conclude its investigation against FORM; however, the NDRC has not yet closed its investigation. In addition, in China and the Netherlands, FORM continues to appeal patent invalidity rulings issued in connection with proceedings originally brought by ZTE. In each instance, ZTE has indicated that it will not oppose FORM’s appeals, though FORM must still plead its case before the respective adjudicatory body in each jurisdiction. On August 3, 2016, the European Patent Office dismissed an opposition action filed on one of FORM’s recently issued European patents. No contingent liability is expected or recorded for the ZTE-related legal proceedings. ASUS FORM had filed patent infringement lawsuits against ASUSTeK Computer Inc. and its subsidiaries (collectively, “ASUS”) in Germany, India, and Spain. In March 2016, the parties settled their disputes and ended all litigations between them. However, Google, Inc. (“Google”) intervened as a party in FORM’s litigation against ASUS in India, and, notwithstanding the settlement between FORM and ASUS, the lawsuit remains pending with respect to FORM and Google. As such, as of June 30, 2016, the Company had reversed $222 of contingent liabilities related to potential legal fees that were previously accrued for the proceedings related to this matter. Deposits with courts The Company made deposits with courts during 2015 and 2014, related to its proceedings in Germany, Brazil, Romania and Malaysia. Deposits with courts paid in local currency are remeasured on the balance sheet date based on the related foreign exchange rate on that date. As of December 31, 2015, deposits with courts, which are recorded as current assets, totaled $1,930. As of June 30, 2016, all deposits that had been posted with the courts in connection with its litigation with ZTE have been returned to the Company. Other The Company is also engaged in additional litigation, for which no contingent liability is recorded, as the Company does not expect any material negative outcome. The Company is currently in discussions with the previous owner of some of its patents regarding whether the entirety of the payment received from ZTE in December 2015 is subject to the royalty rate under the Confidential Patent Purchase Agreement dated August 9, 2012. Leases In January 2014, the Company entered into an amended lease agreement for its corporate executive office in New York for the lease of a different office space within the same building. The initial annual rental fee for this new office was approximately $403 (subject to certain future escalations and adjustments) beginning on August 1, 2014, which was the date when the new office space became available. This lease will expire in October 2019. Group Mobile has a lease for its office space in Chandler, AZ. The annual rental fee is approximately $72; the current lease, which originally was due to expire on June 30, 2016, was amended in February 2016 and extended until July 31, 2019. Rent expense for operating leases for the three and six-month periods ended June 30, 2016 were $109 and $218, respectively. Rent expense for operating leases for the three and six-month periods ended June 30, 2015 were $91 and $183, respectively. | Note 17. Commitments and Contingencies ZTE On December 7, 2015, the Company entered into the Settlement Agreement with ZTE, pursuant to which the parties withdrew all pending litigations and proceedings against each other and the Company granted ZTE a non-exclusive, non-transferable, worldwide perpetual license to certain patents and patent applications owned by the Company. Pursuant to the Settlement Agreement, the parties have taken steps to withdraw all pending litigations and proceedings against one another. As such, the Company reversed $1,059 of contingent liabilities related to potential legal fees that were previously accrued for proceedings in the UK, France, and Germany. To date, proceedings in Brazil and Romania have yet to be formally closed, although the parties are currently working together to formally close proceedings in each of those countries. In several jurisdictions, although ZTE requested that government organizations close proceedings against Vringo, the organizations make such determinations on their own volition. In China, ZTE requested that the National Developmental and Reform Commission (“NDRC”) conclude its investigation against Vringo. However, the NDRC has not yet closed its investigation. In addition, ZTE requested that the European Commission close its file on Vringo following ZTE’s withdrawal of its complaint against Vringo. On February 1, 2016, the European Commission confirmed that it would close its file on ZTE’s complaint against Vringo. In addition, in China and the Netherlands, Vringo continues to appeal patent invalidity rulings issued in connection with proceedings originally brought by ZTE. In each instance, ZTE has indicated that it will not oppose Vringo’s appeals, although Vringo must still plead its case before the respective adjudicatory body in each jurisdiction. In addition, the European Patent Office (“EPO”) has not yet dismissed an opposition action filed on one of Vringo’s recently issued European patents, and the EPO may require Vringo to defend this action even though ZTE has indicated that it will not continue to pursue the action. ASUS Vringo has filed patent infringement lawsuits against ASUSTek Computer Inc. and its subsidiaries in Germany, India, and Spain. Should the Company be deemed the losing party, it may be held responsible for a portion of the defendant’s legal fees for the relevant application or for the litigation. Other The Company is also engaged in additional litigation, for which no contingent liability is recorded. Deposits with courts The Company made deposits with courts during 2015 and 2014, related to its proceedings in Germany, Brazil, Romania and Malaysia. Deposits with courts paid in local currency are remeasured on the balance sheet date based on the related foreign exchange rate on that date. As of December 31, 2015, deposits with courts, which are recorded as current assets, totaled $1,930, of which $1,279 was subsequently returned to us in February 2016. As of December 31, 2014, deposits with courts totaled $2,067. Leases In January 2014, the Company entered into an amended lease agreement for its corporate executive office in New York for the lease of a different office space within the same building. The initial annual rental fee for this new office is approximately $403 (subject to certain future escalations and adjustments) beginning on August 1, 2014, which was the date when the new office space was available. This lease will expire in October 2019. Group Mobile has a lease for its office space in Chandler, AZ. The annual rental fee is approximately $72; the current lease expires on June 30, 2016. Rent expense for operating leases for the years ended December 31, 2015 and 2014 were $381 and $366, respectively. Year ending December 31, Amount 2016 $ 439 2017 407 2018 416 2019 347 Total $ 1,609 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Subsequent Events | Note 13. Subsequent Events On August 8, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FHXMS, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the “Merger Sub”), XpresSpa Holdings, LLC, a Delaware limited liability company (“XpresSpa”), the unitholders of XpresSpa who are parties thereto (the “Unitholders”) and Mistral XH Representative, LLC, as representative of the Unitholders (the “Representative”), pursuant to which the Merger Sub will merge with and into XpresSpa, with XpresSpa being the surviving entity and a wholly-owned subsidiary of the Company (the “Surviving Entity”) and the Unitholders becoming stockholders of FORM (the “Merger”). XpresSpa is a leading airport retailer of spa services and related products, and also sells spa products through its internet site. Services and products include: (i) massage services for the neck, back, feet and whole body, (ii) nail care, such as pedicures, manicures and polish changes, (iii) beauty care services such as waxing and facials, (iv) hair care, such as haircuts and blow outs, (v) spa products such as massagers, lotions and aromatherapy aids and (vi) travel products such as neck pillows and eye masks. Upon completion of the Merger, (i) the then-outstanding common units of XpresSpa (other than those held by the Company, which will be cancelled without any consideration) and (ii) the then-outstanding preferred units of XpresSpa (other than those held by the Company, which will be cancelled without any consideration) will be automatically converted into the right to receive an aggregate of: (a) 2,500,000 shares of FORM common stock, par value $0.01 per share (“FORM Common Stock”), (b) 494,792 shares of newly designated Series D Convertible Preferred Stock, par value $0.01 per share, of FORM (“FORM Preferred Stock”) with an aggregate initial liquidation preference of $23,750, and (c) five-year warrants to purchase an aggregate of 2,500,000 shares of FORM Common Stock, at an exercise price of $3.00 per share, each subject to adjustment in the event of a stock split, dividend or similar events. The FORM Preferred Stock shall be initially convertible into an aggregate of 3,958,336 shares of FORM Common Stock, which equals a $6.00 per share conversion price, and each holder of FORM Preferred Stock shall be entitled to vote on an as converted basis. The FORM Preferred Stock is senior to the FORM Common Stock and the terms of the FORM Preferred Stock contain no restrictions on the Company’s ability to issue additional senior preferred securities or the Company’s ability to incur additional preferred securities in the future. The Company has the right, but not the obligation, upon ten trading days’ notice to convert the outstanding shares of FORM Preferred Stock into FORM Common Stock at the then applicable conversion ratio, at any time or from time to time, if the volume weighted average price per share of the FORM Common Stock exceeds $9.00 for over any 20 days in a 30 consecutive trading day period. The term of the FORM Preferred Stock is seven years, after which time FORM can repay the holders in shares of FORM Common Stock or cash at the Company’s election. FORM Preferred Stock will accrue interest at 9% per annum, or $4.32 per share of FORM Preferred Stock. In addition, the Company entered into subscription agreements to sell 750,574 shares of its unregistered Common Stock to certain holders of XpresSpa, at a purchase price of $2.31 per share, for an aggregate purchase price of $1,734. On August 8, 2016, FORM agreed to purchase from XpresSpa an aggregate of 1,733,826 of Series C Preferred Units of XpresSpa, at a per unit purchase price of $1.00 per unit, for an aggregate purchase price of $1,734. The Series C Preferred Units of XpresSpa will have a preference in the amount of its initial investment and shall bear 12% interest until the closing of the anticipated merger agreement. Immediately following the completion of the Merger (without taking into account any shares of FORM Common Stock held by XpresSpa equity holders prior to the completion of the Merger), the former Unitholders of XpresSpa are expected to own approximately 18% of the outstanding FORM Common Stock (or 33% of the outstanding FORM Common Stock calculated on a fully diluted basis) and the current stockholders of the Company are expected to own approximately 82% of the outstanding FORM Common Stock (or 67% of the outstanding FORM Common Stock calculated on a fully diluted basis). The Company engaged various third parties to perform legal, financial and tax due diligence associated with the Merger. In addition, the Company engaged a third-party valuation firm to perform a valuation of the purchase considerations and purchase price allocation. Among the service providers, the Company engaged Redridge Lender Services LLC to perform financial due diligence. The Company’s CEO and certain members of his family own a minority equity position in Redridge Lender Services LLC, which may be considered a related party. The fee for this engagement is $101, of which approximately $10 was incurred in the three-month period ended June 30, 2016 and is reflected in general and administrative expenses for the three- and six-month periods ended June 30, 2016 in the condensed consolidated statements of operations. | Note 18. Subsequent Events On March 9, 2016, the Company amended the Notes, which were originally issued on May 4, 2015, and entered into an exchange note agreement (the “Exchange Note Agreement”). Pursuant to the Exchange Note Agreement, the Company issued to the investors an aggregate of 703,644 shares of its common stock, par value $0.01 per share, in exchange for the reduction of $1,267 of the outstanding aggregate principal amount of the Notes. As a result, the outstanding aggregate principal amount under the Notes is reduced from $3,016 to $1,749. The Notes are no longer convertible and the outstanding aggregate principal amount will be payable by the Company on the maturity date, which was extended to June 30, 2017, in cash only at 102%, which is equal to $1,784. The interest rate has increased from 8% to 10% per annum and is payable monthly beginning on April 1, 2016. The Company agreed to maintain a cash balance, including cash equivalents, of no less than $2,900 throughout the duration of the Notes. In addition, the Company agreed to reduce the exercise price of the May 2015 Warrants to purchase an aggregate of 537,500 shares of the Company’s common stock originally issued to the investors on May 4, 2015 from $10.00 to $3.00 per share, and the parties also agreed to remove from the warrants certain anti-dilution features. In connection with the foregoing amendments, the Company paid a restructuring fee in the amount of $50. The Company is currently in the process of evaluating the accounting for this transaction. |
Accounting and Reporting Poli28
Accounting and Reporting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Basis of presentation and principles of consolidation | (a) Basis of presentation and principles of consolidation The accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company as required by Regulation S-X, Rule 10-01. Such adjustments are of a normal, recurring nature. The results of operations for the six-month period ended June 30, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation. | The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. As a result of Vringo’s acquisition of IDG in the fourth quarter of 2015, Vringo incorporated IDG and its subsidiaries’ financial information in its consolidated balance sheet as of December 31, 2015, and the related consolidated statement of operations, changes in stockholders’ equity and cash flows for the period from the date of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | (b) Use of estimates The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s valuation of intangible assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrants, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies. | The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s intangibles assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrants, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies. |
Translation into U.S. dollars | (c) Translation into U.S. dollars The Company conducts certain transactions in foreign currencies, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected as non-operating income or expense in the consolidated statements of operations. | |
Cash and cash equivalents | (d) Cash and cash equivalents The Company deposits its cash in checking accounts with financial institutions. The Company has established guidelines relating to diversification and maturities of its investments in order to minimize credit risk and maintain high liquidity of funds. All highly liquid investments with original maturities of three months or less at acquisition date are considered cash equivalents. | |
Derivative instruments | (e) Derivative instruments The Company recognizes all derivative instruments as either assets or liabilities in the consolidated balance sheets at their respective fair values. The Company’s derivative instruments have been recorded as liabilities at fair value, and are revalued at each reporting date, with changes in the fair value of the instruments included in the consolidated statements of operations as non-operating income (expense). The Company reviews the terms of features embedded in non-derivative instruments to determine if such features require bifurcation and separate accounting as derivative financial instruments. Equity-linked derivative instruments are evaluated in accordance with FASB Accounting Standard Codification 815-40, “ Contracts in an Entity’s Own Equity | |
Accounts receivable | (f) Accounts receivable Accounts receivable are recorded net of an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. In developing the allowance, the Company considers historical loss experience, the overall quality of the receivable portfolio and specifically identified customer risks. The Company periodically reviews the adequacy of the allowance and the factors used in the estimation making adjustments to the estimate as necessary. Accounts receivable are included in other current assets on the consolidated balance sheets. Refer to Note 13, Other Current Assets, for further information. | |
Inventory | (g) Inventory Inventory is valued at the lower of cost or market value. Cost is determined using a weighted-average cost method. The Company periodically reviews inventory for potential obsolescence based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. Inventory items determined to be impaired based on such review are reduced to their net realizable value. Inventory is included in other current assets on the consolidated balance sheets. Refer to Note 13, Other Current Assets, for further information. | |
Intangible assets | (e) Intangible assets Intangible assets include purchased patents, which are recorded based on the cost to acquire them, as well as trade names, customer relationships and technology, which were acquired as part of the acquisition of International Development Group Limited (“IDG”) in the fourth quarter of 2015 and are 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. In assessing the recoverability of the Company’s intangible assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its intangible assets. | (h) Intangible assets Intangible assets include purchased patents, which are recorded based on the cost to acquire them, as well as trade names, customer relationships and technology, which were acquired as part of the acquisition of IDG in the fourth quarter of 2015 and are recorded based on the estimated fair values 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. In assessing the recoverability of the Company’s intangible assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its intangible assets. |
Goodwill | (i) Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually, and when triggering events occur, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles Goodwill and Other If the fair value of the reporting unit exceeds its carrying value, then the second step of the impairment test (measurement) does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company must perform the second step of the impairment test. Under the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to an acquisition price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. A significant amount of judgment is required in performing goodwill impairment tests including estimating the fair value of a reporting unit and the implied fair value of goodwill. There were no indications of impairment as of December 31, 2015. When the Company performed the first step of its annual goodwill impairment test as of December 31, 2014, the Company determined that the fair value of the reporting unit did not exceed its carrying amount and therefore the second step of the goodwill impairment test was required. In performing the second step of the goodwill impairment test, the Company compared the carrying value of goodwill to its implied fair value. In estimating the implied fair value of goodwill, the Company assigned the fair value of the reporting unit to all of the assets and liabilities associated with the reporting unit as if the reporting unit had been acquired in a business combination. As part of this step, the Company estimated the fair value of its patents using an income approach. The key assumptions for this approach are projected future cash flows, ranges of royalty rates as determined by management in consultations with valuation experts, and a discount rate which is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected future cash flows. Based on the estimated implied fair value of goodwill, the Company recorded an impairment charge in the consolidated statement of operations for the year ended December 31, 2014 of $65,757 to reduce the carrying value of goodwill to its implied fair value, which was determined to be zero. | |
Revenue recognition | (j) Revenue recognition Revenue from patent licensing and enforcement is recognized if collectability is reasonably assured, persuasive evidence of an arrangement exists, the sales price is fixed or determinable and delivery of the service has been rendered. The Company uses management’s best estimate of selling price for individual elements in multiple-element arrangements, where vendor specific evidence or third party evidence of selling price is not available. Currently, revenue arrangements related to intellectual property provide for the payment of contractually determined fees and other consideration for the grant of certain intellectual property rights related to the Company’s patents. These rights typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patents, (ii) the release of the licensee from certain claims, and (iii) the dismissal of any pending litigation. The intellectual property rights granted typically extend until the expiration of the related patents. Pursuant to the terms of these agreements, the Company has no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on the Company’s part to maintain or upgrade the related technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the upfront payment. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, upon receipt of the upfront fee, and when all other revenue recognition criteria have been met. The Company records revenue from the product sales of Fli Charge and Group Mobile when title and risk of loss are passed to the customer, there is persuasive evidence of an arrangement for sale, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Company’s shipping terms typically specify F.O.B. destination, at which time title and risk of loss have passed to the customer. At the time of sale of hardware products, the Company records an estimate for sales returns and allowances based on historical experience. Hardware products sold by the Company are warranted by the vendor. Group Mobile uses drop-shipment arrangements with many of its hardware vendors and suppliers to deliver products directly to customers. Revenue for drop-shipment arrangements is recorded on a gross basis upon delivery to the customer with contract terms that typically specify F.O.B. destination. Revenue is recognized on a gross basis as Group Mobile is the principal in the transaction as the primary obligor in the arrangement, assumes the inventory risk if the product is returned by the customer, sets the price of the product to the customer, assumes credit risk for the amounts invoiced, and works closely with the customers to determine their hardware specifications. Freight billed to customers is recognized as net product revenue and the related freight costs as a cost of goods sold. Deferred revenue includes: (i) payments received from customers in advance of providing the product and (ii) amounts deferred if other conditions of revenue recognition have not been met. | |
Segment reporting | (k) Segment reporting The Company operates in three operating segments: Intellectual Property, Fli Charge and Group Mobile. Intellectual Property is engaged in the innovation, development and monetization of mobile technologies and intellectual property. Fli Charge develops wireless charging devices and licenses technology to various channels and applications. Group Mobile provides rugged, mobile and field-use computing products to customers through their e-commerce platform. | |
Operating legal costs | (l) Operating legal costs Operating legal costs include expenses incurred in connection with the Company’s patent licensing and enforcement activities, patent-related legal expenses paid to external patent counsel, including contingent legal fees, licensing and enforcement related research, consulting and other expenses paid to third parties, as well as related internal payroll expenses and stock-based compensation. In addition, amounts received by the Company for reimbursements of legal fees in connection with its litigation campaigns are recorded in operating legal costs as an offset to legal expense. | |
Stock-based compensation | (m) Stock-based compensation Stock-based compensation is recognized as an expense in the consolidated statements of operations and such cost is measured at the grant-date fair value of the equity-settled award. The fair value of stock options is estimated at the date of grant using the Black-Scholes-Merton option-pricing model. 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. Since the Company lacks sufficient history, expected volatility is estimated based on a weighted average historical volatility of the Company and comparable entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. | |
Income taxes | (n) 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 realizability of tax benefit carryforwards, and other relevant information. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable earnings. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict. In the event that actual results differ from these estimates in future periods, the Company will be required to adjust the valuation allowance. Significant judgment is required in evaluating the Company’s federal, state and foreign tax positions and in the determination of its tax provision. Despite management’s belief that the Company’s liability for unrecognized tax benefits is adequate, it is often difficult to predict the final outcome or the timing of the resolution of any particular tax matters. The Company may adjust these accruals as relevant circumstances evolve, such as guidance from the relevant tax authority, its tax advisors, or resolution of issues in the courts. The Company’s tax expense includes the impact of accrual provisions and changes to accruals that it considers appropriate. These adjustments are recognized as a component of income tax expense entirely in the period in which new information is available. The Company records interest related to unrecognized tax benefits in interest expense and penalties in the consolidated statements of operations as general and administrative expenses. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. | |
Net loss per common share | (o) Net loss per common share Basic net loss per share is computed by dividing the net loss attributable to the Company for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to the Company for the period by the weighted-average number of shares of common stock plus dilutive potential common stock considered outstanding during the period. However, as the Company generated net losses in all periods presented, some potentially dilutive securities that relate to the continuing operations, including certain warrants and stock options, were not reflected in diluted net loss per share because the impact of such instruments was anti-dilutive. | |
Commitments and contingencies | (p) Commitments and contingencies Liabilities for loss contingencies arising from assessments, estimates or other sources are to be recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs expected to be incurred in connection with a loss contingency are expensed as incurred. | |
Fair value measurements | (q) Fair value measurements The Company measures fair value in accordance with FASB ASC 820-10, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | |
Recently Issued Accounting Pronouncements | (c) Accounting guidance adopted in 2016 ASU No. 2015-03, Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs During the six-month period ended June 30, 2016, the Company adopted guidance on a retrospective basis that requires debt issuance costs related to a recognized debt liability to be presented in the condensed consolidated balance sheets as a deduction from the carrying amount of such debt. As a result of this adoption, the Company reclassified $73 of debt issuance costs as of December 31, 2015 from other current assets to senior secured notes. ASU No. 2014-15, Presentation of Financial Statements (Topic 205): Going Concern During the six-month period ended June 30, 2016, the Company adopted the standard that provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements. ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity During the six-month period ended June 30, 2016, the Company adopted the standard that clarifies how current U.S. GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements. | (r) Recently issued accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements (Topic 205): Going Concern In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity. In April 2015, the FASB issued ASU No. 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities |
Reclassification | (d) Reclassification On November 27, 2015, the Company implemented the Reverse Stock Split, which became effective at the opening of trading on the NASDAQ on that date. As of November 27, 2015, every 10 shares of the Company’s issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Company’s stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.01 and the Company’s authorized shares. Certain balances have been reclassified to conform to presentation requirements, including to retroactively present the effect of the Reverse Stock Split. All references to the number of shares of common stock, price per share and weighted average shares of common stock have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all periods presented, unless otherwise noted. As a result of the adoption by the Company of ASU No. 2015-03 | (s) Reclassification Certain balances have been reclassified to conform to presentation requirements, including to retroactively present the effect of the reverse stock split. |
Deferred revenue | (f) Deferred revenue Deferred revenue includes (i) payments received from customers in advance of providing the product and (ii) amounts deferred if other conditions of revenue recognition have not been met. The Company accounts for funds raised from crowdfunding campaigns and pre-sales as deferred revenue. |
Net Loss per Share of Common 29
Net Loss per Share of Common Stock (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Computation of Net Loss per Common Share | Three months ended Six months ended 2016 2015 2016 2015 Basic Numerator: Loss from attributable to shares of common stock $ (10,807 ) $ (8,509 ) $ (14,762 ) $ (15,485 ) Net loss attributable to shares of common stock $ (10,807 ) $ (8,509 ) $ (14,762 ) $ (15,485 ) Basic Denominator: Weighted average number of shares of common stock outstanding during the period 14,993,686 9,469,162 14,576,183 9,405,181 Basic common stock shares outstanding 14,993,686 9,469,162 14,576,183 9,405,181 Basic net loss per common stock share $ (0.72 ) $ (0.90 ) $ (1.01 ) $ (1.65 ) Diluted Numerator: Net loss attributable to shares of common stock $ (10,807 ) $ (8,509 ) $ (14,762 ) $ (15,485 ) Increase in net loss attributable to derivative liabilities and interest expense Diluted net loss attributable to shares of common stock $ (10,807 ) $ (8,509 ) $ (14,762 ) $ (15,485 ) Diluted Denominator: Basic common stock shares outstanding 14,993,686 9,469,162 14,576,183 9,405,181 Weighted average number of derivative liabilities in the money Diluted common stock shares outstanding 14,993,686 9,469,162 14,576,183 9,405,181 Diluted net loss per common stock share $ (0.72 ) $ (0.90 ) $ (1.01 ) $ (1.65 ) 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: Vested and unvested options outstanding to purchase an equal number of shares of common stock of the Company 1,492,434 888,047 1,492,434 888,047 Unvested RSUs to issue an equal number of shares of common stock of the Company 7,808 60,990 7,808 60,990 Warrants to purchase an equal number of shares of common stock of the Company 1,006,679 956,679 1,006,679 956,679 Conversion feature of senior secured notes 1,250,000 159,462 1,250,000 Total number of potentially dilutive instruments, excluded from the calculation of net loss per share 2,506,921 3,155,716 2,666,383 3,155,716 | The table below presents the computation of basic and diluted net losses per common share: For the year ended 2015 2014 Basic Numerator: Loss from continuing operations attributable to shares of common stock $ (11,157 ) $ (109,222 ) Loss from discontinued operations attributable to shares of common stock (455 ) Net loss attributable to shares of common stock $ (11,157 ) $ (109,677 ) Basic Denominator: Weighted average number of shares of common stock outstanding during the year 10,217,734 8,964,033 Weighted average number of penny stock options Basic common stock shares outstanding 10,217,734 8,964,033 Basic loss per common stock share from continuing operations $ (1.09 ) $ (12.18 ) Basic loss per common stock share from discontinued (0.06 ) Basic net loss per common stock share $ (1.09 ) $ (12.24 ) Diluted Numerator: Net loss from continuing operations attributable to shares of common stock $ (11,157 ) $ (109,222 ) Increase in net loss attributable to derivative warrants (2,201 ) Diluted net loss from continuing operations attributable to shares of common stock (11,157 ) (111,423 ) Diluted net loss from discontinued operations attributable to shares of common stock (455 ) Diluted net loss attributable to shares of common stock $ (11,157 ) $ (111,878 ) Diluted Denominator: Basic common stock shares outstanding 10,217,734 8,964,033 Shares assumed issued upon exercise of derivative warrants during the year 84,941 Diluted common stock shares outstanding 10,217,734 9,048,974 Diluted loss per common stock share from continuing operations $ (1.09 ) $ (12.31 ) Diluted loss per common stock share from discontinued operations (0.05 ) Diluted net loss per common stock share $ (1.09 ) $ (12.36 ) Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: Both vested and unvested options to purchase an equal number of shares of common stock of the Company 871,484 805,235 Unvested RSUs to issue an equal number of shares of common stock of the Company 53,280 119,636 Warrants to purchase an equal number of shares of common stock of the Company 1,006,679 1,655,324 Conversion feature of Senior Secured Notes 1,250,000 Total number of potentially dilutive instruments, excluded from the calculation of net loss per share 3,181,443 2,580,195 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | 2015 2014 Cash denominated in U.S. dollars $ 24,918 $ 2,897 Money market funds denominated in U.S. dollars 13,085 Cash in currency other than U.S. dollars 33 41 $ 24,951 $ 16,023 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | ||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The transaction has been accounted for as a business combination. Assets acquired and liabilities assumed were recorded at their fair values at the closing date. The purchase price consideration was as follows: October 15, 2015 Acquisition: Fair Value Series B Preferred Stock $ 5,378 Debt assumed, settled in shares 193 Total share value issued $ 5,571 | The transaction has been accounted for as a business combination. Assets acquired and liabilities assumed were recorded at their fair values at the closing date. The purchase price consideration is as follows: October 15, 2015 Acquisition: Fair Value Series B Preferred Stock $ 5,378 Debt assumed, settled in shares 193 Total share value issued $ 5,571 |
Components of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price for the acquisition was allocated to the net tangible and intangible assets based on their fair values as of the closing date. The excess of the purchase price over the net tangible assets and intangible assets was recorded as goodwill. The purchase price allocation was as follows: Fair Value Assets: Cash and cash equivalents $ 144 Accounts receivable 245 Inventory 234 Prepaid expenses 18 Current Assets 641 Intangible assets 2,146 Goodwill 4,863 Total Assets 7,650 Liabilities: Accounts payable 464 Credit line 270 Accrued expenses 44 Other current liabilities 173 Deferred tax liabilities 866 Total liabilities 1,817 Non-controlling interest in FLI Charge 262 Total $ 5,571 | The purchase price allocation is as follows: Fair Value Assets: Cash and cash equivalents $ 144 Accounts receivable 245 Inventory 234 Prepaid expenses 18 Current Assets 641 Intangible assets 2,146 Goodwill 4,863 Total Assets $ 7,650 Liabilities: Accounts payable $ 464 Credit line 270 Accrued expenses 44 Other current liabilities 173 Deferred tax liabilities 866 Total liabilities 1,817 Noncontrolling interest in Fli Charge 262 Total $ 5,571 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Components of Finite-Lived Intangible Assets | June 30, 2016 December 31, 2015 Weighted Gross Accumulated Net Gross Accumulated Net Patents $ 28,213 $ (26,741 ) 1,472 $ 28,213 $ (13,782 ) $ 14,431 8.60 Customer relationships 1,163 (210 ) 953 1,163 (62 ) 1,101 3.91 Trade name 504 (73 ) 431 504 (21 ) 483 4.90 Technology 479 (60 ) 419 479 (18 ) 461 5.68 Additions: Software 151 151 Total intangible assets $ 30,510 $ (27,084 ) $ 3,426 $ 30,359 $ (13,883 ) $ 16,476 | The following table provides information regarding the Company’s intangible assets, which consist of the following: December 31, 2015 December 31, 2014 Weighted Gross Accumulated Amortization Net Gross Accumulated Amortization Net Patents $ 28,213 $ (13,782 ) $ 14,431 $ 28,213 $ (10,588 ) $ 17,625 8.60 Additions during the year (Note 5): Customer relationships 1,163 (62 ) 1,101 3.91 Trade name 504 (21 ) 483 4.90 Technology 479 (18 ) 461 5.68 Total intangible assets $ 30,359 $ (13,883 ) $ 16,476 $ 28,213 $ (10,588 ) $ 17,625 |
Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for each of the five succeeding years, of the Company’s intangible assets at December 31, 2015 is as follows: Year ending December 31, Amount 2016 $ 3,362 2017 3,291 2018 3,268 2019 2,874 2020 1,692 Thereafter 1,989 $ 16,476 | |
Schedule of Goodwill | Group Mobile $ 4,106 FLI Charge 757 Total Goodwill $ 4,863 | The following table provides information regarding the Company’s goodwill: For the year ended December 31, 2015 2014 Balance as of January 1: $ $ 67,757 Acquisition of IDG (Note 5): Fli Charge goodwill 757 Group Mobile goodwill 4,106 Goodwill impairment (67,757 ) $ 4,863 $ |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Segment Reporting [Abstract] | ||
Schedule of Segment Reporting Information | Three months ended Six months ended 2016 2015 2016 2015 Revenue: Group Mobile $ 2,450 $ $ 3,727 $ FLI Charge 12 29 Intellectual property 8,900 9,650 150 Total Revenue $ 11,362 $ $ 13,406 $ 150 Segment operating loss: Group Mobile $ (326 ) $ $ (648 ) $ FLI Charge (998 ) (1,777 ) Intellectual property (7,577 ) (6,276 ) (8,280 ) (10,032 ) Corporate (1,814 ) (2,299 ) (3,616 ) (5,296 ) Total segment operating loss (10,715 ) (8,575 ) (14,321 ) (15,328 ) Corporate non-operating income (expense), net (92 ) 66 (441 ) (157 ) Net loss $ (10,807 ) $ (8,509 ) $ (14,762 ) $ (15,485 ) June 30, December 31, Assets: Group Mobile $ 7,013 $ 6,228 FLI Charge 1,734 1,583 Intellectual property 2,654 17,528 Corporate 26,346 25,120 Total Assets $ 37,747 $ 50,459 | For the year ended 2015 2014 Revenue: Intellectual Property $ 21,750 $ 1,425 Fli Charge 2 Group Mobile 935 Total Revenue $ 22,687 $ 1,425 Segment operating loss: Intellectual Property $ (9,854 ) $ (45,439 ) Fli Charge (139 ) Group Mobile (351 ) Total Segment operating loss $ (10,344 ) $ (45,439 ) Unallocated expenses, net: Goodwill impairment (65,757 ) Total unallocated expenses, net (65,757 ) Non-operating income (expense), net (1,780 ) 1,974 Loss before income tax benefit (expense) $ (12,124 ) $ (109,222 ) Assets: Intellectual Property $ 42,721 $ 37,435 Fli Charge 6,228 Group Mobile 1,583 Total Assets $ 50,532 $ 37,435 |
Senior Secured Notes (Tables)
Senior Secured Notes (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Schedule of Debt | The table below summarizes changes in the book value of the Notes from December 31, 2015 to June 30, 2016: Book value as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73) $ 3,111 Debt repayments in January and February 2016 (1,190 ) Amortization of debt discount and debt issuance costs, included in interest expense 356 Book value of Notes before the Exchange Note Agreement on March 9, 2016 2,277 Fair value of the considerations provided to the Investors, including: Increase in fair value of May 2015 Warrants due to reduced exercise price 281 Repayment of Notes in shares of common stock 1,267 Repayment of $1,267 of Notes in shares of common stock at a discount to the market 183 Restructuring fee paid to the Investors 50 Total fair value of the considerations provided to the Investors 1,781 Book value of Amended Notes after the Exchange Note Agreement on 496 Amortization of debt discount and debt issuance costs, included in interest expense 304 Book value of Amended Notes as of June 30, 2016 $ 800 | Upon issuance of the Notes on May 4, 2015, the Company recorded the following: Net cash proceeds from the Notes ($12,500 less investors issuance costs of $75) $ 12,425 Debt discount: May 2015 Warrants 1,717 Conversion feature 1,244 Total Debt discount attributed to Warrants and Conversion feature 2,961 Net Total May 4, 2015 9,464 Debt discount amortization 2,014 Debt repayments (8,294 ) Net Total December 31, 2015 (presented as short-term) $ 3,184 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair Value Measurements [Abstract] | ||
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the placement in the fair value hierarchy of liabilities measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015: Fair value measurement at reporting date using Balance Quoted prices Significant Significant June 30, 2016: May 2015 Warrants $ 329 $ $ $ 329 December 31, 2015: May 2015 Warrants $ 416 $ $ $ 416 Conversion feature $ 1 $ $ $ 1 | The following table presents the placement in the fair value hierarchy of liabilities measured at fair value on a recurring basis as of December 31, 2015 and December 31, 2014: Fair value measurement at reporting date using Balance Quoted prices Significant other Significant December 31, 2015: May 2015 Warrants $ 416 $ $ $ 416 Conversion feature $ 1 $ $ $ 1 December 31, 2014: Conversion Warrants, the derivative Reload Warrants and the derivative Series 1 Warrants $ 175 $ $ $ 175 |
Assets and Liabilities Measured at Fair Value on Nonrecurring Basis | The following table presents the placement in the fair value hierarchy of intangible assets measured at fair value on a non-recurring basis as of June 30, 2016 due to impairment. There was no impairment of intangible assets for the period ended December 31, 2015 and, as such, no fair value measurement was performed: Fair value measurement at reporting date using Balance Quoted prices in Significant other Significant June 30, 2016: Patents $ 1,472 $ $ $ 1,472 | |
Changes in Liabilities Measured at Fair Value Using Significant Unobservable Inputs | The following table summarizes the changes in the Company’s liabilities measured at fair value using significant unobservable inputs (Level 3) during the six-month period ended June 30, 2016: May 2015 Conversion December 31, 2015 $ 416 $ 1 Decrease in fair value of the warrants and conversion feature (368 ) (1 ) Increase in fair value as a result of debt modification 281 June 30, 2016 $ 329 $ | The following table summarizes the changes in the Company’s liabilities measured at fair value using significant unobservable inputs (Level 3) during the year ended December 31, 2015: Conversion Warrants, May 2015 Conversion December 31, 2014 $ 175 $ $ Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants (175 ) Issuance of Notes and May 2015 Warrants 1,717 1,244 Gain on revaluation of warrants and conversion (1,301 ) (1,243 ) December 31, 2015 $ $ 416 $ 1 |
Fair Value Measurements Based Upon Sensitivity and Nature of Inputs | Fair value measurement of the derivative warrant liabilities falls within Level 3 of the fair value hierarchy. The fair value measurements are evaluated by management to ensure that changes are consistent with expectations of management based upon the sensitivity and nature of the inputs. June 30, 2016: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes-Merton Volatility 59.55 % Risk-free interest rate 0.88 % Expected term, in years 3.84 Dividend yield 0.00 % December 31, 2015: Description Valuation technique Unobservable inputs Range Conversion feature Monte-Carlo model Volatility 82.46 % Risk free interest rate 0.46 % Expected term, in years 0.51 Conversion price $ 10.00 May 2015 Warrants Black-Scholes-Merton Volatility 79.13 % Risk free interest rate 1.68 % Expected term, in years 4.34 Dividend yield 0.00 % | Fair value measurement of the derivative warrant liabilities falls within Level 3 of the fair value hierarchy. The fair value measurements are evaluated by management to ensure that changes are consistent with expectations of management based upon the sensitivity and nature of the inputs. December 31, 2015: Description Valuation technique Unobservable inputs Range Conversion feature Monte-Carlo model Volatility 82.46 % Risk free interest rate 0.46 % Expected term, in years 0.51 Conversion price $ 10.00 May 2015 Warrants Black-Scholes-Merton Volatility 79.13 % Risk free interest rate 1.68 % Expected term, in years 4.34 Dividend yield 0.00 % December 31, 2014: Description Valuation technique Unobservable inputs Range Conversion Warrants, derivative Reload Black-Scholes-Merton and Volatility 56.55% 77.06% Warrants and derivative Series 1 Warrants Risk free interest rate 0.13% 0.87% Expected term, in years 0.48 2.55 Dividend yield 0% |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Schedule Of Changes In Warrants Activity | The following table summarizes information about warrant activity during the six-month period ended June 30, 2016: No. of warrants Weighted Exercise December 31, 2015 1,006,679 $ 12.92 $ 5.00 $17.60 Granted Exercised Expired June 30, 2016 1,006,679 $ 9.18 $ 3.00 $17.60 | The following table summarizes information about warrant activity during the year ended December 31, 2015: No. of warrants Weighted Exercise price December 31, 2014 1,740,265 $ 42.26 $ 9.40 $50.60 Granted 587,500 $ 9.57 $ 5.00 $10.00 Expired on June 21, 2015 (1,321,086 ) $ 50.55 $ 9.40 $50.60 December 31, 2015 1,006,679 $ 12.92 $ 10.00 $17.60 |
Schedule Of Warrants Outstanding | Certain of the Company’s outstanding warrants are classified as equity warrants and certain are classified as derivative warrant liabilities. The Company’s outstanding equity warrants as of June 30, 2016 consist of the following: No. Exercise price Remaining Expiration Date Series 1 Warrants 149,025 $ 17.60 1.05 years July 19, 2017 Series 2 Warrants 194,352 $ 17.60 1.05 years July 19, 2017 Reload Warrants 75,802 $ 17.60 0.61 years February 6, 2017 October 2015 Warrants 50,000 $ 5.00 4.79 years April 15, 2021 Outstanding as of June 30, 2016 469,179 The Company’s outstanding derivative warrants as of June 30, 2016 consist of the following: No. outstanding Exercise price Remaining Expiration Date May 2015 Warrants 537,500 $ 3.00 3.84 years May 4, 2020 | No. outstanding Exercise Remaining Expiration Date Series 1 Warrants 149,025 $ 17.60 1.55 years July 19, 2017 Series 2 Warrants 194,352 $ 17.60 1.55 years July 19, 2017 Reload Warrants 75,802 $ 17.60 1.10 years February 6, 2017 October 2015 Warrants 50,000 $ 5.00 5.29 years April 15, 2021 Outstanding as of December 31, 2015 469,179 The Company’s outstanding derivative warrant liabilities as of December 31, 2015 consist of the following: No. outstanding Exercise Remaining Expiration Date May 2015 Warrants 537,500 $ 10.00 4.34 years May 4, 2020 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation [Abstract] | ||
Schedule of Options Granted | The following table illustrates the RSUs granted during the six-month period ended June 30, 2016. Title Grant date No. of RSUs Exercise Fair market Vesting term Consultant March 9, 2016 10,000 $ 2.13 0.33 years | The following table illustrates the stock options granted during the year ended December 31, 2015. There were no RSUs granted during the year ended December 31, 2015. Title Grant date No. of Exercise price Fair market value at grant date Vesting terms Assumptions used in Black-Scholes Directors and employees January 2015 115,000 $ 5.10 $5.90 $ 3.30 $3.80 Over 1 year for Volatility: 74.9% 77.1% |
Stock Options and Restricted Stock Units Activity | The activity related to stock options and RSUs during the six-month period ended June 30, 2016 consisted of the following: RSUs Options No. of Weighted No. of Weighted Exercise price Weighted Outstanding at January 1, 2016 53,280 $ 36.31 871,484 $ 30.65 $ 5.10 55.00 $ 20.49 Granted 10,000 $ 2.13 730,000 $ 1.66 $ 1.55 1.92 $ 0.89 Vested/Exercised (55,472 ) $ 30.03 Forfeited (100,050 ) $ 27.88 $ 5.90 41.00 $ 17.04 Expired (9,000 ) $ 55.00 $ 55.00 $ 26.20 Outstanding at June 30, 2016 7,808 $ 37.20 1,492,434 $ 16.51 $ 1.55 55.00 $ 10.64 Exercisable at June 30, 2016 880,767 $ 26.03 $ 1.55 55.00 | The following tables summarize information about stock options and RSU activity during the year ended December 31, 2015: RSUs Options No. of Weighted No. of Weighted Exercise price Weighted Outstanding at December 31, 2014 119,636 $ 36.40 805,235 $ 33.60 $ 9.60 $55.00 $ 22.40 Granted 115,000 $ 5.45 $ 5.10 $5.90 $ 3.52 Vested/Exercised (30,991 ) $ 36.51 Forfeited (35,365 ) $ 36.31 (48,751 ) $ 19.41 $ 5.10 $37.60 $ 11.13 Expired Outstanding at December 31, 2015 53,280 $ 36.31 871,484 $ 30.65 $ 5.10 $55.00 $ 20.49 Exercisable at December 31, 2015 815,361 $ 31.49 $ 5.10 $55.00 |
Nonvested Restricted Stock Units Activity | Non-vested stock options: Non-vested RSU: No. of Weighted No. of Weighted Balance at January 1, 2015 187,965 $ 22.10 119,636 $ 36.40 Granted 115,000 $ 3.52 $ Vested (214,631 ) $ 17.18 (30,991 ) $ 36.51 Forfeited (32,211 ) $ 8.48 (35,365 ) $ 36.31 Balance at December 31, 2015 56,123 $ 10.66 53,280 $ 36.31 | |
Employee and Non-Employee Stock Options | The following table summarizes information about employee and non-employee stock options outstanding as of December 31, 2015: Exercise price range No. options outstanding No. options exercisable Weighted $0.01 10.00 98,618 70,285 4.18 $10.00 20.00 84,566 79,567 4.88 $20.00 30.00 46,000 41,000 7.50 $30.00 40.00 518,550 514,926 7.20 $40.00 50.00 102,500 88,333 8.15 $50.00 60.00 21,250 21,250 1.09 871,484 815,361 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Other Current Assets | As of December 31, 2015 and 2014, the Company’s other current assets were comprised of the following: For the year ended 2015 2014 Prepaid expenses $ 674 $ 482 Inventory 379 Accounts receivable 246 Other 97 28 Balance as of December 31 $ 1,396 $ 510 |
Accounts Payable, Accrued Exp39
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities | As of December 31, 2015 and 2014, the Company’s accounts payable, accrued expenses and other current liabilities were comprised of the following: For the year ended 2015 2014 Accounts payable $ 4,278 $ 3,598 Accrued liabilities 607 465 Tax liabilities 538 559 Other 607 110 Balance as of December 31 $ 6,030 $ 4,732 |
Discontinued Operations and A40
Discontinued Operations and Assets Held For Sale (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The following table represents the components of operating results from discontinued operations, as presented in the consolidated statements of operations: As of December 31, 2015 2014 Revenue $ $ 37 Operating expenses (266 ) Operating loss (229 ) Non-operating income (expense) 20 Loss before taxes on income (209 ) Income tax expense (246 ) Loss from discontinued operations $ $ (455 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Line Items] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2015 and 2014, the loss from continuing operations before taxes consists of the following: 2015 2014 Domestic $ (12,072 ) $ (108,828 ) Foreign (52 ) (394 ) $ (12,124 ) $ (109,222 ) |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) attributable to continuing and discontinued operations for the years ended December 31, 2015 and 2014 consisted of the following: 2015 2014 Continued operations: Current: Federal $ $ State Deferred: Federal (866 ) State $ (866 ) $ Discontinued operations: Current: Federal $ $ (246 ) State Deferred: Federal State $ $ (246 ) |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense attributable to continuing operations differed from the amounts computed by applying the applicable U.S. federal income tax rate to loss from continuing operations before taxes on income as a result of the following: For the year ended 2015 2014 Loss from continuing operations before taxes on income $ (12,124 ) $ (109,222 ) Tax rate 35 % 35 % Computed “expected” tax benefit 4,243 38,228 State taxes, net of federal income tax benefit 294 793 Change in valuation allowance (3,627 ) (13,864 ) Nondeductible expenses (64 ) (25,070 ) Other items 20 (87 ) Income tax benefit attributable to continuing operations $ 866 $ |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net 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 our deferred tax assets and liabilities are as follows as of December 31, 2015 and 2014: December 31, 2015 2014 Deferred income tax assets: Net operating loss carryforwards $ 44,756 $ 43,558 Stock-based compensation 4,839 4,789 Patents and other 1,212 341 Net deferred income tax assets 50,807 48,688 Less: Valuation allowance (50,807 ) (48,688 ) Net deferred income tax assets $ $ |
Summary of Valuation Allowance | The following table presents the changes to the valuation allowance during the years presented: As of January 1, 2014 $ 37,758 Charged to cost and expenses continuing operations 13,864 Charged to cost and expenses discontinued operations 299 Return to provision true-up and other (3,233 ) As of December 31, 2014 $ 48,688 Charged to cost and expenses continuing operations 3,627 Charged to cost and expenses discontinued operations (299 ) Return to provision true-up and other (1,209 ) As of December 31, 2015 $ 50,807 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Future Minimum Lease Payments Under Non Cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases for office space, as of December 31, 2015, are as follows: Year ending December 31, Amount 2016 $ 439 2017 407 2018 416 2019 347 Total $ 1,609 |
General (Additional Information
General (Additional Information) (Details) $ / shares in Units, $ in Thousands | May 06, 2016USD ($) | Mar. 09, 2016USD ($)$ / sharesshares | Dec. 07, 2015USD ($) | Nov. 04, 2015 | Oct. 15, 2015USD ($) | May 04, 2015USD ($)$ / sharesshares | Aug. 09, 2012 | Jul. 31, 2016USD ($) | Mar. 31, 2016 | Feb. 29, 2016USD ($) | Nov. 30, 2015 | Nov. 27, 2015 | Dec. 18, 2014$ / shares | Mar. 09, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / shares | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)$ / shares | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | May 09, 2016$ / shares | Dec. 28, 2015 | Feb. 18, 2014 | Dec. 31, 2013USD ($) |
Common Stock, Par Or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||
Deposits Assets, Current | $ 0 | $ 0 | $ 1,930 | $ 2,067 | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 10 | $ 10 | ||||||||||||||||||||||
Cash and cash equivalents | 27,449 | $ 20,227 | 27,449 | $ 20,227 | 24,951 | 16,023 | $ 33,586 | |||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 5,571 | |||||||||||||||||||||||
Repayments of Debt | $ 1,190 | $ 8,294 | ||||||||||||||||||||||
Stockholders' Equity Note, Stock Split | As of November 27,2015, every 10 shares of our issued and outstanding common stock were combined into one share of our common stock, except to the extent that the Reverse Stock Split resulted in any of our stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.01 | |||||||||||||||||||||||
Number of Patent Portfolio Acquired | 124 | |||||||||||||||||||||||
Percentage Of Royalty Payable On Excess Of Gross Revenue | 35.00% | |||||||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | 1:10 reverse stock split | |||||||||||||||||||||||
Warrants Expiration Period | 5 years | |||||||||||||||||||||||
Stockholders Equity Reverse Stock Split Effective Date | Nov. 27, 2015 | |||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days | |||||||||||||||||||||||
Stock Bid Price | $ / shares | $ 1 | |||||||||||||||||||||||
Other Operating Activities, Cash Flow Statement | $ 214 | 2,365 | ||||||||||||||||||||||
Deferred Revenue, Current | 439 | 439 | 175 | 0 | ||||||||||||||||||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 11,937 | |||||||||||||||||||||||
Finite-Lived Intangible Assets, Net | 1,526 | $ 3,426 | $ 3,426 | 16,476 | 17,625 | |||||||||||||||||||
Convertible Notes Payable | $ 9,464 | 3,184 | ||||||||||||||||||||||
Old Conversion Price Of Warrants | $ / shares | 10 | $ 10 | $ 10 | $ 10 | ||||||||||||||||||||
New Conversion Price Of Warrants | $ / shares | $ 3 | $ 3 | $ 3 | $ 3 | ||||||||||||||||||||
Revenues | $ 11,362 | 0 | $ 13,406 | 150 | 22,687 | 1,425 | ||||||||||||||||||
Shareholder Rights Plan [Member] | ||||||||||||||||||||||||
Shareholder Rights Plan Description | if any group or person acquires 4.99% or more of the Companys outstanding shares of common stock, or if a group or person that already owns 4.99% or more of the Companys common stock acquires additional shares representing 0.5% or more of the Companys common stock, then, subject to certain exceptions, there would be a triggering event under the plan. The rights would then separate from the Companys common stock and would be adjusted to become exercisable to purchase shares of the Companys common stock having a market value equal to twice the purchase price of $9.50, resulting in significant dilution in the ownership interest of the acquiring person or group. | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 537,500 | 537,500 | ||||||||||||||||||||||
Payments for Deposits | $ 1,279 | |||||||||||||||||||||||
Repayments of Debt | $ 2,011 | |||||||||||||||||||||||
Additional Payment Percentage On Early Repayment | 15.00% | |||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3 | $ 3 | ||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 10 | 10 | ||||||||||||||||||||||
Infomedia [Member] | ||||||||||||||||||||||||
Cost Method Investment Ownership Percentage | 8.25% | |||||||||||||||||||||||
FORM Holdings Corp [Member] | ||||||||||||||||||||||||
Revenues | $ 100,000 | |||||||||||||||||||||||
Licensing Agreements [Member] | ||||||||||||||||||||||||
Proceeds from License Fees Received | $ 21,500 | |||||||||||||||||||||||
Patents [Member] | ||||||||||||||||||||||||
Payments to Acquire Intangible Assets | 22,000 | |||||||||||||||||||||||
Finite-Lived Intangible Assets, Net | 1,472 | $ 1,472 | 14,431 | 17,625 | ||||||||||||||||||||
International Development Group Limited [Member] | ||||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 5,571 | |||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||||||||||||||||
fliCharge International Ltd [Member] | ||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 30.00% | |||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% | |||||||||||||||||||||||
Deferred Revenue, Current | 177 | 177 | ||||||||||||||||||||||
Revenues | $ 12 | $ 0 | $ 29 | $ 0 | 2 | $ 0 | ||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10 | |||||||||||||||||||||||
Class of Warrant or Right, Unissued | shares | 537,500 | |||||||||||||||||||||||
Old Conversion Price Of Warrants | $ / shares | 10 | 10 | ||||||||||||||||||||||
New Conversion Price Of Warrants | $ / shares | $ 3 | $ 3 | ||||||||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 537,500 | 537,500 | ||||||||||||||||||||||
Payments for Restructuring | $ 50 | |||||||||||||||||||||||
Senior Secured Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 537,500 | |||||||||||||||||||||||
Common Stock, Par Or Stated Value Per Share | $ / shares | $ 0.01 | |||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 12,425 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 12,500 | $ 12,500 | $ 12,500 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 10 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||
Debt Instrument, Term | 21 months | |||||||||||||||||||||||
Long-term Debt, Gross | 4,206 | |||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | June 30, 2017 | |||||||||||||||||||||||
Repayments of Debt | $ 8,294 | |||||||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | one-for-ten reverse stock split | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 703,644 | |||||||||||||||||||||||
Unregistered Common Stock Issued For Forgiveness Of Debt | $ 1,267 | |||||||||||||||||||||||
Interest Payable | 49 | 49 | ||||||||||||||||||||||
Long Term Debt Covenant Minimum Cash Balance | $ 2,900 | $ 2,900 | ||||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 102.00% | |||||||||||||||||||||||
Senior Secured Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||||||||||||||||||||
Convertible Notes Payable | $ 1,749 | $ 1,749 | ||||||||||||||||||||||
Senior Secured Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||||||||||
Convertible Notes Payable | $ 3,016 | $ 3,016 | ||||||||||||||||||||||
Senior Secured Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Common Stock, Par Or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 703,644 | |||||||||||||||||||||||
Unregistered Common Stock Issued For Forgiveness Of Debt | $ 1,267 | |||||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 102.00% | |||||||||||||||||||||||
Senior Secured Convertible Notes Payable [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||||||||||||||||||||
Convertible Notes Payable | $ 1,749 | $ 1,749 | ||||||||||||||||||||||
Senior Secured Convertible Notes Payable [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||||||||||
Convertible Notes Payable | $ 3,016 | $ 3,016 |
Accounting and Reporting Poli44
Accounting and Reporting Policies (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 27, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Goodwill, Impairment Loss | [1] | $ 0 | $ 65,757 | |
Stockholders' Equity Note, Stock Split | As of November 27,2015, every 10 shares of our issued and outstanding common stock were combined into one share of our common stock, except to the extent that the Reverse Stock Split resulted in any of our stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.01 | |||
Other Current Assets [Member] | Accounting Standards Update 2015-03 [Member] | ||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 73 | |||
[1] | Includes stock-based compensation expense, as follows: Operating legal costs General and administrative Discontinued operations. |
Net Loss per Share of Common 45
Net Loss per Share of Common Stock (Computation of basic and diluted net losses per common share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Earnings Per Share Disclosure [Line Items] | |||||||||
Loss from discontinued operations attributable to shares of common stock | $ 0 | $ (455) | |||||||
Net loss attributable to shares of common stock | $ (10,807) | $ (8,509) | $ (14,762) | $ (15,485) | $ (11,157) | $ (109,677) | |||
Basic common stock shares outstanding | 14,993,686 | 9,469,162 | 14,576,183 | 9,405,181 | 10,217,734 | [1] | 8,964,033 | [1] | |
Basic loss per common stock share from continuing operations | [1] | $ (1.09) | $ (12.18) | ||||||
Basic loss per common stock share from discontinued operations | [1] | 0 | (0.06) | ||||||
Basic net loss per common stock share | $ (0.72) | $ (0.90) | $ (1.01) | $ (1.65) | $ (1.09) | [1] | $ (12.24) | [1] | |
Diluted common stock shares outstanding | 14,993,686 | 9,469,162 | 14,576,183 | 9,405,181 | 10,217,734 | [1] | 9,048,974 | [1] | |
Diluted loss per common stock share from continuing operations | [1] | $ (1.09) | $ (12.31) | ||||||
Diluted loss per common stock share from discontinued operations | [1] | 0 | (0.05) | ||||||
Diluted net loss per common stock share | $ (0.72) | $ (0.90) | $ (1.01) | $ (1.65) | $ (1.09) | [1] | $ (12.36) | [1] | |
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | |||||||||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 2,506,921 | 3,155,716 | 2,666,383 | 3,155,716 | 3,181,443 | 2,580,195 | |||
Basic Numerator [Member] | |||||||||
Earnings Per Share Disclosure [Line Items] | |||||||||
Net loss from continuing operations attributable to shares of common stock | $ (11,157) | $ (109,222) | |||||||
Loss from discontinued operations attributable to shares of common stock | 0 | (455) | |||||||
Net loss attributable to shares of common stock | $ (10,807) | $ (8,509) | $ (14,762) | $ (15,485) | $ (11,157) | $ (109,677) | |||
Basic Denominator [Member] | |||||||||
Earnings Per Share Disclosure [Line Items] | |||||||||
Weighted average number of shares of common stock outstanding during the period | 14,993,686 | 9,469,162 | 14,576,183 | 9,405,181 | 10,217,734 | 8,964,033 | |||
Weighted average number of penny stock options | 0 | 0 | |||||||
Basic common stock shares outstanding | 14,993,686 | 9,469,162 | 14,576,183 | 9,405,181 | 10,217,734 | 8,964,033 | |||
Basic loss per common stock share from continuing operations | $ (1.09) | $ (12.18) | |||||||
Basic loss per common stock share from discontinued operations | 0 | (0.06) | |||||||
Basic net loss per common stock share | $ (1.09) | $ (12.24) | |||||||
Diluted net loss per common stock share | $ (0.72) | $ (0.90) | $ (1.01) | $ (1.65) | |||||
Diluted Numerator [Member] | |||||||||
Earnings Per Share Disclosure [Line Items] | |||||||||
Net loss from continuing operations attributable to shares of common stock | $ (11,157) | $ (109,222) | |||||||
Net loss attributable to shares of common stock | $ (10,807) | $ (8,509) | $ (14,762) | $ (15,485) | |||||
Increase in net loss attributable to derivative warrants | 0 | (2,201) | |||||||
Diluted net loss from continuing operations attributable to shares of common stock | (11,157) | (111,423) | |||||||
Diluted net loss from discontinued operations attributable to shares of common stock | 0 | (455) | |||||||
Diluted net loss attributable to shares of common stock | (10,807) | (8,509) | (14,762) | (15,485) | $ (11,157) | $ (111,878) | |||
Increase in net loss attributable to derivative liabilities and interest expense | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Diluted Denominator [Member] | |||||||||
Earnings Per Share Disclosure [Line Items] | |||||||||
Basic common stock shares outstanding | 14,993,686 | 9,469,162 | 14,576,183 | 9,405,181 | 10,217,734 | 8,964,033 | |||
Shares assumed issued upon exercise of derivative warrants during the year | 0 | 84,941 | |||||||
Diluted common stock shares outstanding | 14,993,686 | 9,469,162 | 14,576,183 | 9,405,181 | 10,217,734 | 9,048,974 | |||
Diluted loss per common stock share from continuing operations | $ (1.09) | $ (12.31) | |||||||
Diluted loss per common stock share from discontinued operations | 0 | (0.05) | |||||||
Weighted average number of derivative liabilities in the money | 0 | 0 | 0 | 0 | |||||
Diluted net loss per common stock share | $ (0.72) | $ (0.90) | $ (1.01) | $ (1.65) | $ (1.09) | $ (12.36) | |||
Both vested and unvested options to purchase an equal number of shares of common stock of the Company | |||||||||
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 | 1,492,434 | 888,047 | 1,492,434 | 888,047 | 871,484 | 805,235 | |||
Unvested Restricted Stock Units (“RSU”) [Member] | |||||||||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | |||||||||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 7,808 | 60,990 | 7,808 | 60,990 | 53,280 | 119,636 | |||
Warrants to purchase an equal number of shares of common stock of the Company [Member] | |||||||||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | |||||||||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 1,006,679 | 956,679 | 1,006,679 | 956,679 | 1,006,679 | 1,655,324 | |||
Conversion feature of Senior Secured Notes [Member] | |||||||||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | |||||||||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 0 | 1,250,000 | 159,462 | 1,250,000 | 1,250,000 | 0 | |||
[1] | Adjusted to reflect the impact of the 1:10 reverse stock split that became effective on November 27, 2015. |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Line Items] | |||||
Cash denominated in U.S. dollars | $ 24,918 | $ 2,897 | |||
Money market funds denominated in U.S. dollars | 0 | 13,085 | |||
Cash in currency other than U.S. dollars | 33 | 41 | |||
Cash and Cash Equivalents, at Carrying Value | $ 27,449 | $ 24,951 | $ 20,227 | $ 16,023 | $ 33,586 |
Business Combination (Additiona
Business Combination (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 15, 2015 | Apr. 20, 2016 | Dec. 28, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 04, 2015 |
Business Combination [Line Items] | |||||||
Fair Value Adjustment of Warrants | $ 0 | $ 65 | |||||
Finder [Member] | |||||||
Business Combination [Line Items] | |||||||
Aggregate of shares of common stock purchased by warrant | 50,000 | 50,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | $ 5 | |||||
Former Chief Executive Officer and Director [Member] | |||||||
Business Combination [Line Items] | |||||||
Officers' Compensation | $ 9 | $ 9 | |||||
Common Stock [Member] | |||||||
Business Combination [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,604,167 | ||||||
Shares Released From Escrow | 85,121 | ||||||
Stock Issued During Period, Shares, Issued for Services | 5,000 | ||||||
Stock Issued During Period, Shares, Acquisitions | 1,604,167 | ||||||
Warrant [Member] | |||||||
Business Combination [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||
Fair Value Adjustment of Warrants | $ 114 | $ 114 | |||||
Unregistered Common Stock [Member] | |||||||
Business Combination [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 57,500 | 110,000 | |||||
Payments to Acquire Businesses, Gross | $ 262 | ||||||
fliCharge International Ltd [Member] | |||||||
Business Combination [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% | ||||||
Equity Method Investment, Ownership Percentage | 30.00% | ||||||
International Development Group Limited [Member] | |||||||
Business Combination [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,666,667 | ||||||
Series B Preferred Stock [Member] | |||||||
Business Combination [Line Items] | |||||||
Shares Held In Escrow | 240,625 |
Business Combination (Purchase
Business Combination (Purchase Price Consideration) (Details) $ in Thousands | Oct. 15, 2015USD ($) |
October 15, 2015 Acquisition: | |
Series B Preferred Stock | $ 5,378 |
Debt assumed, settled in shares | 193 |
Total share value issued | $ 5,571 |
Business Combination (Purchas49
Business Combination (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Assets: | ||||
Cash and cash equivalents | $ 144 | |||
Accounts receivable | 245 | |||
Inventory | 234 | |||
Prepaid expenses | 18 | |||
Current Assets | 641 | |||
Intangible assets | 2,146 | |||
Goodwill | $ 4,863 | 4,863 | $ 0 | $ 67,757 |
Total Assets | 7,650 | |||
Liabilities: | ||||
Accounts payable | 464 | |||
Credit line | 270 | |||
Accrued expenses | 44 | |||
Other current liabilities | 173 | |||
Deferred tax liabilities | 866 | |||
Total liabilities | 1,817 | |||
Non-controlling interest in FLI Charge | 262 | |||
Total | $ 5,571 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | May 06, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization of Intangible Assets | $ 413 | $ 813 | $ 1,264 | $ 1,617 | $ 3,295 | $ 3,768 | |||
Impairment of Intangible Assets, Finite-lived | $ 1,355 | ||||||||
Sale of Stock, Price Per Share | $ 5.50 | ||||||||
Goodwill, Impairment Loss | [1] | 0 | $ 65,757 | ||||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 11,937 | ||||||||
Carrying Value Percentage Of Patents | 88.70% | ||||||||
Finite-Lived Intangible Assets, Net | $ 1,526 | $ 3,426 | $ 3,426 | $ 16,476 | $ 17,625 | ||||
[1] | Includes stock-based compensation expense, as follows: Operating legal costs General and administrative Discontinued operations. |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets (Schedule of Finite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | May 06, 2016 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 30,510 | $ 30,359 | $ 28,213 | |
Accumulated Amortization | (27,084) | (13,883) | (10,588) | |
Finite-Lived Intangible Assets, Net | 3,426 | 16,476 | $ 1,526 | 17,625 |
Technology Sector [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 479 | 479 | 0 | |
Accumulated Amortization | (60) | (18) | 0 | |
Finite-Lived Intangible Assets, Net | $ 419 | $ 461 | ||
Weighted average amortization period (years) | 5 years 8 months 5 days | 5 years 8 months 5 days | ||
Patents [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 28,213 | $ 28,213 | 28,213 | |
Accumulated Amortization | (26,741) | (13,782) | (10,588) | |
Finite-Lived Intangible Assets, Net | $ 1,472 | $ 14,431 | 17,625 | |
Weighted average amortization period (years) | 8 years 7 months 6 days | 8 years 7 months 6 days | ||
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 1,163 | $ 1,163 | 0 | |
Accumulated Amortization | (210) | (62) | 0 | |
Finite-Lived Intangible Assets, Net | $ 953 | $ 1,101 | ||
Weighted average amortization period (years) | 3 years 10 months 28 days | 3 years 10 months 28 days | ||
Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 504 | $ 504 | 0 | |
Accumulated Amortization | (73) | (21) | $ 0 | |
Finite-Lived Intangible Assets, Net | $ 431 | $ 483 | ||
Weighted average amortization period (years) | 4 years 10 months 24 days | 4 years 10 months 24 days | ||
Computer Software, Intangible Asset [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 151 | $ 0 | ||
Accumulated Amortization | 0 | 0 | ||
Finite-Lived Intangible Assets, Net | $ 151 | $ 0 | ||
Weighted average amortization period (years) | 0 years |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets (Schedule of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | May 06, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
2,016 | $ 3,362 | |||
2,017 | 3,291 | |||
2,018 | 3,268 | |||
2,019 | 2,874 | |||
2,020 | 1,692 | |||
Thereafter | 1,989 | |||
Finite-Lived Intangible Assets, Net | $ 3,426 | $ 1,526 | $ 16,476 | $ 17,625 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets (Company's Information) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Balance as of January 1: | $ 4,863 | $ 0 | $ 67,757 | |
Acquisition of IDG (Note 5) | 4,863 | 0 | ||
Goodwill impairment | [1] | 0 | (65,757) | |
Balance | 4,863 | 4,863 | 0 | |
Fli Charge goodwill [Member] | ||||
Acquisition of IDG (Note 5) | 757 | 757 | 0 | |
Group Mobile goodwill [Member] | ||||
Acquisition of IDG (Note 5) | $ 4,106 | $ 4,106 | $ 0 | |
[1] | Includes stock-based compensation expense, as follows: Operating legal costs General and administrative Discontinued operations. |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Revenue | |||||||
Revenues | $ 11,362 | $ 0 | $ 13,406 | $ 150 | $ 22,687 | $ 1,425 | |
Segment operating loss: | |||||||
Operating Loss | (10,715) | (8,575) | (14,321) | (15,328) | (10,344) | (45,439) | |
Unallocated expenses, net: | |||||||
Goodwill impairment | [1] | 0 | (65,757) | ||||
Total unallocated expenses, net | 0 | (65,757) | |||||
Non-operating income (expense), net | (92) | 66 | (441) | (157) | (1,780) | 1,974 | |
Loss before income tax benefit (expense) | (10,807) | (8,509) | (14,762) | (15,485) | (12,124) | (109,222) | |
Assets: | |||||||
Assets | 37,747 | 37,747 | 50,459 | 37,435 | |||
Corporate Segment [Member] | |||||||
Segment operating loss: | |||||||
Operating Loss | (1,814) | (2,299) | (3,616) | (5,296) | |||
Assets: | |||||||
Assets | 26,346 | 26,346 | 25,120 | ||||
Intellectual Property [Member] | |||||||
Revenue | |||||||
Revenues | 8,900 | 0 | 9,650 | 150 | 21,750 | 1,425 | |
Segment operating loss: | |||||||
Operating Loss | (7,577) | (6,276) | (8,280) | (10,032) | (9,854) | (45,439) | |
Assets: | |||||||
Assets | 2,654 | 2,654 | 42,721 | 37,435 | |||
Fli Charge International Ltd [Member] | |||||||
Revenue | |||||||
Revenues | 12 | 0 | 29 | 0 | 2 | 0 | |
Segment operating loss: | |||||||
Operating Loss | (998) | 0 | (1,777) | 0 | (139) | 0 | |
Assets: | |||||||
Assets | 1,734 | 1,734 | 6,228 | 0 | |||
Group Mobile Goodwill [Member] | |||||||
Revenue | |||||||
Revenues | 2,450 | 0 | 3,727 | 0 | 935 | 0 | |
Segment operating loss: | |||||||
Operating Loss | (326) | $ 0 | (648) | $ 0 | (351) | 0 | |
Assets: | |||||||
Assets | $ 7,013 | $ 7,013 | $ 1,583 | $ 0 | |||
[1] | Includes stock-based compensation expense, as follows: Operating legal costs General and administrative Discontinued operations. |
Revenue from Settlements and 55
Revenue from Settlements and Licensing Agreements (Additional Information) (Details) - USD ($) $ in Thousands | Dec. 07, 2015 | Dec. 31, 2014 |
Intellectual Property [Member] | ||
License and Services Revenue | $ 21,500 | $ 1,425 |
Senior Secured Notes (Additiona
Senior Secured Notes (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 09, 2016 | May 04, 2015 | Jul. 31, 2016 | Mar. 09, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument, Convertible, Conversion Price | $ 10 | $ 10 | |||||||||
Proceeds From Issuance Of Notes Payable And Warrants | $ 0 | $ 12,425 | $ 12,425 | $ 0 | |||||||
Payments of Debt Issuance Costs | $ 50 | 50 | 218 | 218 | 0 | ||||||
Debt Instrument, Periodic Payment, Principal | $ 8,294 | ||||||||||
Debt Discount Percentage | 15.00% | ||||||||||
Debt Instrument, Description | Notes contain provisions that under certain events of default, as defined in the agreement, the amount owed could increase by amounts ranging from 115% to 120% of the face value depending on when the event occurred, and additionally, the interest rates would increase to 16.5% per annum upon the occurrence and continuance of an event of default. In addition, the Company may choose to repay the Notes early at a premium ranging from 115% to 120% of the face value depending on when the election is made. | ||||||||||
Amortization of Debt Discount (Premium) | 356 | $ 304 | $ 2,014 | 0 | |||||||
Amortization of Financing Costs | 145 | 0 | |||||||||
Accounts Payable and Accrued Liabilities | 96 | ||||||||||
Gain (Loss) on Extinguishment of Debt | 210 | $ 0 | $ (210) | (210) | $ (210) | $ (1,373) | $ 0 | ||||
Stock Issued During Period, Shares, New Issues | 2,070,000 | ||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 75 | ||||||||||
Value Of Shares Issued For Reduction Of Outstanding Principal Amount | $ 1,267 | 1,267 | |||||||||
Convertible Notes Payable | $ 9,464 | 3,184 | |||||||||
Fair Value Adjustment Of Debt Issuance Cost Capitalized | $ 183 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 281 | $ 281 | |||||||||
Repayments of Debt | $ 1,190 | 8,294 | |||||||||
Old Conversion Price Of Warrants | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||
New Conversion Price Of Warrants | 3 | 3 | $ 3 | $ 3 | $ 3 | ||||||
General and Administrative Expense [Member] | |||||||||||
Transaction Costs Expensed | $ 65 | ||||||||||
Payments In Cash [Member] | |||||||||||
Debt Instrument, Periodic Payment, Interest | 595 | ||||||||||
Payments In Shares [Member] | |||||||||||
Debt Instrument, Periodic Payment, Interest | $ 7,699 | ||||||||||
Subsequent Event [Member] | |||||||||||
Additional Payment Percentage On Early Repayment | 15.00% | ||||||||||
Repayments of Debt | $ 2,011 | ||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 10 | 10 | |||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 3 | 3 | |||||||||
Warrant [Member] | |||||||||||
Warrants Issued During Period Shares | 537,500 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||||||
Old Conversion Price Of Warrants | 10 | 10 | |||||||||
New Conversion Price Of Warrants | 3 | $ 3 | |||||||||
Common Stock [Member] | |||||||||||
Debt Discount Percentage | 15.00% | 15.00% | |||||||||
Senior Notes [Member] | |||||||||||
Debt Instrument, Face Amount | $ 12,500 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | $ 10 | $ 10 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Debt Instrument, Term | 21 months | ||||||||||
Payments of Debt Issuance Costs | $ 49 | ||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,190 | $ 595 | |||||||||
Stock Issued During Period, Shares, New Issues | 1,032,332 | ||||||||||
Long-term Debt, Gross | $ 4,206 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 703,644 | ||||||||||
Value Of Shares Issued For Reduction Of Outstanding Principal Amount | $ 1,267 | ||||||||||
Unregistered Common Stock Issued For Forgiveness Of Interest On Debt | $ 49 | ||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 102.00% | ||||||||||
Long Term Debt Covenant Minimum Cash Balance | $ 2,900 | $ 2,900 | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,499 | ||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2017 | ||||||||||
Senior Notes [Member] | Maximum [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||
Convertible Notes Payable | $ 3,016 | $ 3,016 | |||||||||
Senior Notes [Member] | Minimum [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||
Notes Payable | $ 1,749 | $ 1,749 |
Senior Secured Notes (Details)
Senior Secured Notes (Details) - USD ($) $ in Thousands | 2 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 09, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | May 04, 2015 | |
Net cash proceeds from the Notes ($12,500 less investors issuance costs of $75) | $ 0 | $ 12,425 | $ 12,425 | $ 0 | |||
Book value as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73) | $ 3,111 | $ 496 | 3,111 | ||||
Debt Instrument, Unamortized Discount | $ 2,961 | ||||||
Convertible Notes Payable | 3,184 | 9,464 | |||||
Debt repayments in January and February 2016 | (1,190) | (8,294) | |||||
Book value of Notes before the Exchange Note Agreement on March 9, 2016 | 2,277 | ||||||
Fair value of the considerations provided to the Investors, including: | |||||||
Increase in fair value of May 2015 Warrants due to reduced exercise price | 281 | 281 | |||||
Repayment of Notes in shares of common stock | 1,267 | ||||||
Repayment of $1,267 of Notes in shares of common stock at a discount to the market | 183 | ||||||
Restructuring fee paid to the Investors | 50 | 50 | $ 218 | 218 | 0 | ||
Total fair value of the considerations provided to the Investors | 1,781 | ||||||
Amortization of debt discount and debt issuance costs, included in interest expense | 356 | 304 | 2,014 | $ 0 | |||
Book value of Amended Notes | $ 496 | $ 800 | $ 800 | $ 3,111 | |||
May Two Thousand Fifteen Warrants [Member] | |||||||
Debt Instrument, Unamortized Discount | 1,717 | ||||||
Conversion Warrants [Member] | |||||||
Debt Instrument, Unamortized Discount | $ 1,244 |
Senior Secured Notes (Parenthet
Senior Secured Notes (Parenthetical) (Details) - USD ($) $ in Thousands | Mar. 09, 2016 | Mar. 09, 2016 | Dec. 31, 2015 |
Unamortized Debt Issuance Expense | $ 73 | ||
Value Of Shares Issued For Reduction Of Outstanding Principal Amount | $ 1,267 | $ 1,267 |
Fair Value Measurements (Additi
Fair Value Measurements (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | May 06, 2016 | |
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity | $ 175 | |||||
Derivative Liabilities Noncurrent | 174 | $ 329 | $ 416 | $ 174 | ||
Derivative Liability, Current | $ 1 | |||||
Goodwill and Intangible Asset Impairment | 11,937 | $ 0 | 0 | 67,112 | ||
Finite-Lived Intangible Assets, Net | 3,426 | 16,476 | 17,625 | $ 1,526 | ||
Patents [Member] | ||||||
Finite-Lived Intangible Assets, Net | 1,472 | $ 14,431 | $ 17,625 | |||
Fair Value Inputs Level 3 [Member] | Patents [Member] | ||||||
Finite-Lived Intangible Assets, Net | 1,526 | |||||
Assets, Fair Value Disclosure, Nonrecurring | $ 1,472 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Warrant [Member] | |||
Liabilities | |||
Derivative liabilities | $ 329 | $ 416 | $ 175 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | 0 | 0 |
Fair Value Inputs Level 3 [Member] | Warrant [Member] | |||
Liabilities | |||
Derivative liabilities | $ 329 | 416 | $ 175 |
Conversion Warrants [Member] | |||
Liabilities | |||
Derivative liabilities | 1 | ||
Conversion Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | ||
Conversion Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities | |||
Derivative liabilities | 0 | ||
Conversion Warrants [Member] | Fair Value Inputs Level 3 [Member] | |||
Liabilities | |||
Derivative liabilities | $ 1 |
Fair Value Measurements (Change
Fair Value Measurements (Changes In Company's Liabilities Measured At Fair Value Using Significant Unobservable Inputs) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Increase in fair value as a result of debt modification | $ 0 | $ 65 | |
Series One Warrants [Member] | |||
Derivative Liability | $ 0 | 175 | |
Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants | (175) | ||
Decrease in fair value of the warrants and conversion feature | 0 | ||
Gain on revaluation of warrants and conversion feature | 0 | ||
Derivative Liability | 0 | 175 | |
May Two Thousand Fifteen Warrants [Member] | |||
Derivative Liability | 416 | 0 | |
Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants | 0 | ||
Decrease in fair value of the warrants and conversion feature | 1,717 | ||
Gain on revaluation of warrants and conversion feature | (368) | (1,301) | |
Increase in fair value as a result of debt modification | 281 | ||
Derivative Liability | 329 | 416 | 0 |
Conversion Warrants [Member] | |||
Derivative Liability | 1 | 0 | |
Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants | 0 | ||
Decrease in fair value of the warrants and conversion feature | 1,244 | ||
Gain on revaluation of warrants and conversion feature | (1) | (1,243) | |
Increase in fair value as a result of debt modification | 0 | ||
Derivative Liability | $ 0 | $ 1 | $ 0 |
Fair Value Measurements (Based
Fair Value Measurements (Based Upon Sensitivity and Nature of Inputs) (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Dividend yield | 0.00% | ||
May 2015 Warrants [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Volatility | 59.55% | 79.13% | |
Risk free interest rate | 0.88% | 1.68% | |
Expected term, in years | 3 years 10 months 2 days | 4 years 4 months 2 days | |
Dividend yield | 0.00% | 0.00% | |
Conversion feature [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Volatility | 82.46% | ||
Risk free interest rate | 0.46% | ||
Expected term, in years | 6 months 4 days | ||
Conversion price | $ 10 | ||
Minimum [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Volatility | 56.55% | ||
Risk free interest rate | 0.13% | ||
Expected term, in years | 5 months 23 days | ||
Maximum [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Volatility | 77.06% | ||
Risk free interest rate | 0.87% | ||
Expected term, in years | 2 years 6 months 18 days |
Fair Value Measurements (Asse63
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Nonrecurring Basis) (Details) - Patents [Member] $ in Thousands | Jun. 30, 2016USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held for sale | $ 1,472 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held for sale | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held for sale | 0 |
Fair Value Inputs Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held for sale | $ 1,472 |
Warrants (Additional Informatio
Warrants (Additional Information) (Details) - $ / shares | May 04, 2015 | Oct. 31, 2015 | Jun. 21, 2015 | Mar. 09, 2016 |
Old Exercise Price [Member] | ||||
Warrants [Line Items] | ||||
Exercise Price | $ 10 | |||
New Exercise Price [Member] | ||||
Warrants [Line Items] | ||||
Exercise Price | $ 3 | |||
Warrant [Member] | ||||
Warrants [Line Items] | ||||
Exercise Price | $ 10 | |||
Warrants Issued | 537,500 | |||
Warrant outstanding | 537,500 | |||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercisable In Period | 5 years | |||
IPO [Member] | ||||
Warrants [Line Items] | ||||
Exercise Price | $ 50.60 | |||
Warrant outstanding | 478,400 | |||
Private [Member] | ||||
Warrants [Line Items] | ||||
Warrant outstanding | 842,686 | |||
Warrants Expired | Jun. 21, 2015 | |||
IDG [Member] | ||||
Warrants [Line Items] | ||||
Exercise Price | $ 5 | |||
Warrants Issued | 50,000 |
Warrants (Schedule Of Changes I
Warrants (Schedule Of Changes In Warrants Activity) (Details) - Warrant [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Warrants [Line Items] | ||
Beginning Balance | 1,006,679 | 1,740,265 |
Granted | 0 | 587,500 |
Exercised | 0 | |
Expired | 0 | (1,321,086) |
Ending Balance | 1,006,679 | 1,006,679 |
Weighted average exercise price, Beginning Balance | $ 12.92 | $ 42.26 |
Weighted average exercise price, Granted | 0 | 9.57 |
Exercised, Weighted average exercise price | 0 | |
Weighted average exercise price, Expired | 0 | 50.55 |
Weighted average exercise price, Ending Balance | 9.18 | 12.92 |
Exercise price range, Granted | 0 | |
Exercised, Exercise price range | 0 | |
Exercise price range, Expired | 0 | |
Minimum [Member] | ||
Warrants [Line Items] | ||
Exercise price range, Beginning Balance | 10 | 9.40 |
Exercise price range, Granted | 5 | |
Exercise price range, Expired | 9.40 | |
Exercise price range, Ending Balance | 3 | 10 |
Maximum [Member] | ||
Warrants [Line Items] | ||
Exercise price range, Beginning Balance | 17.60 | 50.60 |
Exercise price range, Granted | 10 | |
Exercise price range, Expired | 50.60 | |
Exercise price range, Ending Balance | $ 17.60 | $ 17.60 |
Warrants (Schedule of Warrants
Warrants (Schedule of Warrants Outstanding) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Warrants [Line Items] | ||
No. outstanding | 469,179 | 469,179 |
Series 1 Warrants [Member] | ||
Warrants [Line Items] | ||
No. outstanding | 149,025 | 149,025 |
Exercise price | $ 17.60 | $ 17.6 |
Remaining contractual life | 1 year 18 days | 1 year 6 months 18 days |
Expiration Date | July 19, 2017 | July 19, 2017 |
Series 2 Warrants [Member] | ||
Warrants [Line Items] | ||
No. outstanding | 194,352 | 194,352 |
Exercise price | $ 17.60 | $ 17.6 |
Remaining contractual life | 1 year 18 days | 1 year 6 months 18 days |
Expiration Date | July 19, 2017 | July 19, 2017 |
Reload Warrants [Member] | ||
Warrants [Line Items] | ||
No. outstanding | 75,802 | 75,802 |
Exercise price | $ 17.60 | $ 17.6 |
Remaining contractual life | 7 months 10 days | 1 year 1 month 6 days |
Expiration Date | February 6, 2017 | February 6, 2017 |
October 2015 Warrants [Member] | ||
Warrants [Line Items] | ||
No. outstanding | 50,000 | 50,000 |
Exercise price | $ 5 | $ 5 |
Remaining contractual life | 4 years 9 months 14 days | 5 years 3 months 14 days |
Expiration Date | April 15, 2021 | April 15, 2021 |
May 2015 Warrants [Member] | ||
Warrants [Line Items] | ||
No. outstanding | 537,500 | 537,500 |
Exercise price | $ 3 | $ 10 |
Remaining contractual life | 3 years 10 months 2 days | 4 years 4 months 2 days |
Expiration Date | May 4, 2020 | May 4, 2020 |
Stock-based Compensation (Addit
Stock-based Compensation (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders Equity [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 2,363 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 3,687 | 7,987 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 18 days | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1,420 | |||||
Stock-based compensation | $ 499 | $ 1,253 | $ 962 | $ 3,125 | $ 5,064 | $ 10,967 |
Maximum [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,100,000 | 2,100,000 | 2,100,000 | |||
Minimum [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 75.00% | |||||
Two Thousand Twelve Stock Option Plan [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 302,510 | 302,510 | 933,460 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,560,000 | 1,560,000 | 1,560,000 |
Stock-based Compensation (Sched
Stock-based Compensation (Schedule Of Common Stock Options Granted) (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders Equity [Line Items] | |||
No. of options | 730,000 | 115,000 | |
Exercise price | $ 16.51 | $ 30.65 | $ 33.6 |
Fair market value at grant date | 0.89 | 3.52 | |
Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Exercise price | 55 | 55 | 55 |
Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Exercise price | $ 1.55 | $ 5.1 | $ 9.60 |
Management Directors and Employees [Member] | |||
Stockholders Equity [Line Items] | |||
Grant Date | March 9, 2016 | January 2,015 | |
No. of options | 115,000 | ||
No. of RSUs | 10,000 | ||
Exercise price | $ 0 | ||
Fair market value at grant date | $ 2.13 | ||
Vesting terms | 0.33 years | Over 1 year for directors; over 3 years for employees | |
Volatility Rate, Minimum | 74.90% | ||
Volatility Rate, Maximum | 77.10% | ||
Risk free interest rate, Minimum | 1.27% | ||
Risk free interest rate, Maximum | 1.51% | ||
Dividend yield | 0.00% | ||
Management Directors and Employees [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Exercise price | $ 5.90 | ||
Fair market value at grant date | $ 3.80 | ||
Expected term, in years | 5 years 9 months 22 days | ||
Management Directors and Employees [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Exercise price | $ 5.10 | ||
Fair market value at grant date | $ 3.30 | ||
Expected term, in years | 5 years 3 months 22 days |
Stock-based Compensation (Stock
Stock-based Compensation (Stock options and RSU activity) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Stockholders Equity [Line Items] | ||
No. of options, Outstanding | 871,484 | 805,235 |
No. of options, Granted | 730,000 | 115,000 |
No. of options, Vested/Exercised | 0 | 0 |
No. of options, Forfeited | (100,050) | (48,751) |
No. of options, Expired | (9,000) | 0 |
No. of options, Outstanding | 1,492,434 | 871,484 |
No. of options, Exercisable | 880,767 | 815,361 |
Exercise price range, Outstanding | $ 30.65 | $ 33.6 |
Exercise price range, Granted | 1.66 | 5.45 |
Exercise price range, Vested/Exercised | 0 | 0 |
Exercise price range, Forfeited | 27.88 | 19.41 |
Exercise price range, Expired | 55 | 0 |
Exercise price range, Outstanding | 16.51 | 30.65 |
Exercise price range, Exercisable | 26.03 | 31.49 |
Weighted average grant date fair value, Outstanding | 20.49 | 22.4 |
Weighted average grant date fair value, Granted | 0.89 | 3.52 |
Weighted average grant date fair value, Vested/Exercised | 0 | 0 |
Weighted average grant date fair value, Forfeited | 17.04 | 11.13 |
Weighted average grant date fair value, Expired | 26.20 | 0 |
Weighted average grant date fair value, Outstanding | 10.64 | 20.49 |
Restricted Stock [Member] | ||
Stockholders Equity [Line Items] | ||
Weighted average grant date fair value, Outstanding | $ 36.31 | 36.4 |
Weighted average grant date fair value, Outstanding | $ 36.31 | |
Beginning Balance | 53,280 | 119,636 |
No. of RSUs, Granted | 10,000 | 0 |
No. of RSUs, Vested/Exercised | (55,472) | (30,991) |
No. of RSUs, Forfeited | 0 | (35,365) |
No. of RSUs, Expired | 0 | 0 |
Ending Balance | 7,808 | 53,280 |
No. of RSUs, Exercisable | 0 | 0 |
Weighted average grant date fair value, Outstanding | $ 36.31 | $ 36.40 |
Weighted average grant date fair value, Granted | 2.13 | 0 |
Weighted average grant date fair value, Vested/Exercised | 30.03 | 36.51 |
Weighted average grant date fair value, Forfeited | 0 | 36.31 |
Weighted average grant date fair value, Expired | 0 | 0 |
Weighted average grant date fair value, Outstanding | 37.20 | 36.31 |
Weighted average grant date fair value, Exercisable | 0 | 0 |
Minimum [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price range, Outstanding | 5.1 | 9.60 |
Exercise price range, Granted | 1.55 | 5.1 |
Exercise price range, Forfeited | 5.90 | 5.1 |
Exercise price range, Outstanding | 1.55 | 5.1 |
Exercise price range, Exercisable | 1.55 | 5.1 |
Maximum [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price range, Outstanding | 55 | 55 |
Exercise price range, Granted | 1.92 | 5.90 |
Exercise price range, Forfeited | 41 | 37.60 |
Exercise price range, Outstanding | 55 | 55 |
Exercise price range, Exercisable | $ 55 | $ 55 |
Stock-based Compensation (Non-v
Stock-based Compensation (Non-vested options) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Employee Stock Option [Member] | ||
Beginning Balance | 56,123 | 187,965 |
Granted | 115,000 | |
Vested | (214,631) | |
Forfeited | (32,211) | |
Ending Balance | 56,123 | |
Weighted average grant date fair value, Outstanding | $ 10.66 | $ 22.10 |
Weighted average grant date fair value Granted | 3.52 | |
Weighted average grant date fair value Vested | 17.18 | |
Weighted average grant date fair value Forfeited | 8.48 | |
Weighted average grant date fair value, Outstanding | $ 10.66 | |
Restricted Stock [Member] | ||
Beginning Balance | 53,280 | 119,636 |
Granted | 10,000 | 0 |
Vested | (55,472) | (30,991) |
Forfeited | 0 | (35,365) |
Ending Balance | 7,808 | 53,280 |
Weighted average grant date fair value, Outstanding | $ 36.31 | $ 36.40 |
Weighted average grant date fair value, Granted | 2.13 | 0 |
Weighted average grant date fair value, Vested | 30.03 | 36.51 |
Weighted average grant date fair value, Forfeited | 0 | 36.31 |
Weighted average grant date fair value, Outstanding | $ 37.20 | $ 36.31 |
Stock-based Compensation (Emplo
Stock-based Compensation (Employee and non-employee stock options outstanding) (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Based Arrangements With Employees And Non employees [Line Items] | |
Options outstanding, Number | 871,484 |
Options Exercisable, Number | 815,361 |
Range One [Member] | |
Based Arrangements With Employees And Non employees [Line Items] | |
Exercise price, Lower Limit | $ / shares | $ 0.01 |
Exercise price, Upper Limit | $ / shares | $ 10 |
Options outstanding, Number | 98,618 |
Options Exercisable, Number | 70,285 |
Options Outstanding, Weighted Average Remaining Contractual Term | 4 years 2 months 5 days |
Range Two [Member] | |
Based Arrangements With Employees And Non employees [Line Items] | |
Exercise price, Lower Limit | $ / shares | $ 10 |
Exercise price, Upper Limit | $ / shares | $ 20 |
Options outstanding, Number | 84,566 |
Options Exercisable, Number | 79,567 |
Options Outstanding, Weighted Average Remaining Contractual Term | 4 years 10 months 17 days |
Range Three [Member] | |
Based Arrangements With Employees And Non employees [Line Items] | |
Exercise price, Lower Limit | $ / shares | $ 20 |
Exercise price, Upper Limit | $ / shares | $ 30 |
Options outstanding, Number | 46,000 |
Options Exercisable, Number | 41,000 |
Options Outstanding, Weighted Average Remaining Contractual Term | 7 years 6 months |
Range Four [Member] | |
Based Arrangements With Employees And Non employees [Line Items] | |
Exercise price, Lower Limit | $ / shares | $ 30 |
Exercise price, Upper Limit | $ / shares | $ 40 |
Options outstanding, Number | 518,550 |
Options Exercisable, Number | 514,926 |
Options Outstanding, Weighted Average Remaining Contractual Term | 7 years 2 months 12 days |
Range Five [Member] | |
Based Arrangements With Employees And Non employees [Line Items] | |
Exercise price, Lower Limit | $ / shares | $ 40 |
Exercise price, Upper Limit | $ / shares | $ 50 |
Options outstanding, Number | 102,500 |
Options Exercisable, Number | 88,333 |
Options Outstanding, Weighted Average Remaining Contractual Term | 8 years 1 month 24 days |
Range Six [Member] | |
Based Arrangements With Employees And Non employees [Line Items] | |
Exercise price, Lower Limit | $ / shares | $ 50 |
Exercise price, Upper Limit | $ / shares | $ 60 |
Options outstanding, Number | 21,250 |
Options Exercisable, Number | 21,250 |
Options Outstanding, Weighted Average Remaining Contractual Term | 1 year 1 month 2 days |
Other Current Assets (Schedule
Other Current Assets (Schedule of Other Current Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Other Current Assets [Line Items] | |||
Prepaid expenses | $ 674 | $ 482 | |
Inventory | $ 260 | 379 | 0 |
Accounts receivable | $ 530 | 246 | 0 |
Other | 97 | 28 | |
Balance as of December 31 | $ 1,396 | $ 510 |
Accounts Payable, Accrued Exp73
Accounts Payable, Accrued Expenses and Other Current Liabilities (Additional Information) (Details) - USD ($) $ in Thousands | Jul. 12, 2015 | Dec. 31, 2015 |
Accounts Payable Accrued Expenses And Other Current Liabilities [Line Items] | ||
Loans Payable, Total | $ 300 | $ 268 |
Debt Instrument, Description of Variable Rate Basis | lower of the Wall Street Journal prime rate plus 1% or 5% annually | |
Loans Payable [Member] | ||
Accounts Payable Accrued Expenses And Other Current Liabilities [Line Items] | ||
Debt Instrument, Maturity Date | Jul. 12, 2016 |
Accounts Payable, Accrued Exp74
Accounts Payable, Accrued Expenses and Other Current Liabilities (Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts Payable Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accounts payable | $ 4,278 | $ 3,598 |
Accrued liabilities | 607 | 465 |
Tax liabilities | 538 | 559 |
Other | 607 | 110 |
Balance as of December 31 | $ 6,030 | $ 4,732 |
Discontinued Operations and A75
Discontinued Operations and Assets Held For Sale (Additional Information) (Details) - Infomedia [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 18, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cost Method Investment Ownership Percentage | 8.25% | ||
Cost Method Investments | $ 787 | $ 787 |
Discontinued Operations and A76
Discontinued Operations and Assets Held For Sale (Disposal Group Not Discontinued Operation Income Statement Disclosures) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | $ 0 | $ 37 |
Operating expenses | 0 | (266) |
Operating loss | 0 | (229) |
Non-operating income (expense) | 0 | 20 |
Loss before taxes on income | 0 | (209) |
Income tax expense | 0 | (246) |
Loss from discontinued operations | $ 0 | $ (455) |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | $ 123,591 | ||
Tax Credit Carryforward, Limitations on Use | The NOL available post-merger that the Company completed in 2012 that are not subject to limitation amount to $83,990. The remaining NOLs of $39,601 are subject to the limitation of Section 382. | ||
Income tax benefit | $ 866 | $ 0 | |
Deferred Tax Assets, Valuation Allowance | 50,807 | $ 48,688 | $ 37,758 |
Annual Limitation on Net Operating Loss Carryforwards | $ 2,000 | ||
Net Operating Loss Expiration | 20 years |
Income Taxes (Components of inc
Income Taxes (Components of income (loss) before income taxes ) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | ||||||
Domestic | $ (12,072) | $ (108,828) | ||||
Foreign | (52) | (394) | ||||
Total | $ (10,807) | $ (8,509) | $ (14,762) | $ (15,485) | $ (12,124) | $ (109,222) |
Income Taxes (Income Tax Benefi
Income Taxes (Income Tax Benefit (Expense) Attributable To The Operating Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Deferred: | ||
Federal | (866) | 0 |
State | 0 | 0 |
Deferred Federal, State and Local, Tax Expense (Benefit), Total | (866) | 0 |
Discontinued operations: | ||
Income tax expense | 0 | (246) |
Federal [Member] | ||
Discontinued operations: | ||
Current | 0 | (246) |
Deferred | 0 | 0 |
State [Member] | ||
Discontinued operations: | ||
Current | 0 | 0 |
Deferred | $ 0 | $ 0 |
Income Taxes (Income Tax Bene80
Income Taxes (Income Tax Benefit Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | ||
Loss from continuing operations before taxes on income | $ (12,124) | $ (109,222) |
Tax rate | 35.00% | 35.00% |
Computed "expected" tax benefit | $ 4,243 | $ 38,228 |
State taxes, net of federal income tax benefit | 294 | 793 |
Change in valuation allowance | (3,627) | (13,864) |
Nondeductible expenses | (64) | (25,070) |
Other items | 20 | (87) |
Income tax benefit attributable to continuing operations | $ 866 | $ 0 |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred income tax assets: | |||
Net operating loss carryforwards | $ 44,756 | $ 43,558 | |
Stock-based compensation | 4,839 | 4,789 | |
Patents and other | 1,212 | 341 | |
Net deferred income tax assets | 50,807 | 48,688 | |
Less: | |||
Valuation allowance | (50,807) | (48,688) | $ (37,758) |
Net deferred income tax assets | $ 0 | $ 0 |
Income Taxes (Changes to Valuat
Income Taxes (Changes to Valuation Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | ||
Beginning Balance | $ 48,688 | $ 37,758 |
Return to provision true-up and other | (1,209) | (3,233) |
Ending Balance | 50,807 | 48,688 |
Continuing Operations [Member] | ||
Income Taxes [Line Items] | ||
Charged to cost and expenses | 3,627 | 13,864 |
Discontinued Operations [Member] | ||
Income Taxes [Line Items] | ||
Charged to cost and expenses | $ (299) | $ 299 |
Commitments and Contingencies83
Commitments and Contingencies (Additional Information) (Details) - USD ($) $ in Thousands | Dec. 07, 2015 | Feb. 29, 2016 | Jan. 31, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||||||
Loss Contingencies [Line Items] | |||||||||||||||
Rental expense for operating leases | $ 109 | $ 91 | $ 218 | $ 183 | $ 381 | $ 366 | |||||||||
Deposits Assets, Current | 0 | 0 | 1,930 | 2,067 | |||||||||||
Legal Fees | $ 1,059 | 4,243 | [1] | $ 5,464 | [1] | 4,963 | [1] | $ 8,565 | [1] | $ 18,553 | [2] | $ 25,368 | [2] | ||
Loss Contingency Accrual Reversals During Period | 222 | ||||||||||||||
Fli Charge [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Deferred Revenue | $ 177 | $ 177 | |||||||||||||
Office SpaceIn Chandler Az [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Operating Lease Rent Expense Annual Fee | $ 72 | ||||||||||||||
Lease Expiration Date | Jun. 30, 2016 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Deposits Returned | $ 1,279 | ||||||||||||||
New York [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Operating Lease Rent Expense Annual Fee | $ 403 | ||||||||||||||
Lease Expiration Date | Oct. 31, 2019 | ||||||||||||||
[1] | Includes stock-based compensation expense, as follows: Operating legal costs General and administrative. | ||||||||||||||
[2] | Includes stock-based compensation expense, as follows: Operating legal costs General and administrative Discontinued operations. |
Commitments and Contingencies84
Commitments and Contingencies (Future Minimum Lease Payments) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | $ 439 |
2,017 | 407 |
2,018 | 416 |
2,019 | 347 |
Total | $ 1,609 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 08, 2016 | Mar. 09, 2016 | Oct. 15, 2015 | Mar. 31, 2016 | Mar. 09, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | May 09, 2016 | May 04, 2015 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | |||||||||||
Common Stock, Par Or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Convertible Notes Payable | $ 3,184 | $ 9,464 | |||||||||
Payments of Debt Restructuring Costs | $ 183 | ||||||||||
Stock Issued During Period, Value, Acquisitions | 5,850 | ||||||||||
Sale of Stock, Price Per Share | $ 5.50 | ||||||||||
RedridgeLenderServicesLlc [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 10 | ||||||||||
Senior Notes [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Stock, Par Or Stated Value Per Share | $ 0.01 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 703,644 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 537,500 | ||||||||||
Unregistered Common Stock Issued For Forgiveness Of Debt | $ 1,267 | ||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 102.00% | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Senior Notes [Member] | Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible Notes Payable | $ 1,749 | $ 1,749 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||
Senior Notes [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible Notes Payable | $ 3,016 | $ 3,016 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||
Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock Issued During Period, Shares, Acquisitions | 1,604,167 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,604,167 | ||||||||||
Stock Issued During Period, Value, Acquisitions | [1] | $ 18 | |||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 537,500 | 537,500 | |||||||||
Payments of Debt Restructuring Costs | $ 50 | ||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | $ 3 | |||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 10 | 10 | |||||||||
Subsequent Event [Member] | RedridgeLenderServicesLlc [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Related Party Transaction, Amounts of Transaction | $ 101 | ||||||||||
Subsequent Event [Member] | Senior Notes [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Stock, Par Or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 703,644 | ||||||||||
Unregistered Common Stock Issued For Forgiveness Of Debt | $ 1,267 | ||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 102.00% | ||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 1,784 | $ 1,784 | |||||||||
Debt Instrument, Collateral Amount | $ 2,900 | 2,900 | |||||||||
Debt Instrument, Maturity Date | Jun. 30, 2017 | ||||||||||
Subsequent Event [Member] | Senior Notes [Member] | Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible Notes Payable | $ 1,749 | $ 1,749 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||
Subsequent Event [Member] | Senior Notes [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible Notes Payable | $ 3,016 | $ 3,016 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Preferred Stock, Liquidation Preference, Value | $ 23,750 | ||||||||||
Subsequent Event [Member] | FHXMS, LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 3,958,336 | ||||||||||
Common Stock, Par Or Stated Value Per Share | $ 0.01 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.00% | ||||||||||
Preferred Stock,Conversion Price Per Share | $ 6 | ||||||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 4.32 | ||||||||||
Convertible Preferred Stock, Terms of Conversion | The Company has the right, but not the obligation, upon ten trading days’ notice to convert the outstanding shares of FORM Preferred Stock into FORM Common Stock at the then applicable conversion ratio, at any time or from time to time, if the volume weighted average price per share of the FORM Common Stock exceeds $9.00 for over any 20 days in a 30 consecutive trading day period. | ||||||||||
WarrantExpirationPeriod | 5 years | ||||||||||
Subsequent Event [Member] | FHXMS, LLC [Member] | Former Unitholders [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Stock Owned Percentage | 18.00% | ||||||||||
Common Stock Owned Percentage On Diluted Basis | 33.00% | ||||||||||
Subsequent Event [Member] | FHXMS, LLC [Member] | Current Stockholders [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Stock Owned Percentage | 82.00% | ||||||||||
Common Stock Owned Percentage On Diluted Basis | 67.00% | ||||||||||
Subsequent Event [Member] | FHXMS, LLC [Member] | XpresSpa Holdings, LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock Issued During Period, Shares, Acquisitions | 750,574 | ||||||||||
Shares Issued, Price Per Share | $ 2.31 | ||||||||||
Stock Issued During Period, Value, Acquisitions | $ 1,734 | ||||||||||
Subsequent Event [Member] | FHXMS, LLC [Member] | Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,500,000 | ||||||||||
Subsequent Event [Member] | FHXMS, LLC [Member] | Series C Preferred Units [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 12.00% | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,733,826 | ||||||||||
Sale of Stock, Price Per Share | $ 1 | ||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 1,734 | ||||||||||
Subsequent Event [Member] | FHXMS, LLC [Member] | Series D Preferred Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Preferred Stock, Par Or Stated Value Per Share | $ 0.01 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 494,792 | ||||||||||
[1] | Adjusted to reflect the impact of the 1:10 reverse stock split that became effective on November 27, 2015. |