Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 30, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | FC Global Realty Inc. | ||
Entity Central Index Key | 711,665 | ||
Document Type | 10-K/A | ||
Trading Symbol | FCRE | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | true | ||
Amendment Description | EXPLANATORY NOTE FC Global Realty Incorporated (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2017, which was originally filed with the Securities and Exchange Commission on April 2, 2018 (the “Form 10-K”), to restate our consolidated financial statements and related disclosures for the year ended December 31, 2017. On May 9, 2018, the Audit Committee of our Board of Directors (the “Audit Committee”), after discussion with management and Fahn Kanne & Co. Grant Thornton Israel, the Company’s independent registered public accounting firm, determined that the audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2017 should no longer be relied upon. In connection with the preparation of the Company’s financial statements for the quarter ended March 31, 2018, the Company determined that the appraisal relied upon in part to provide the basis for the agreed upon value of one of the assets acquired, among other assets, on May 17, 2017 pursuant to an Interest Contribution Agreement (the “Contribution Agreement”) entered into on March 31, 2017 with First Capital Real Estate Operating Partnership, L.P., and the other parties thereto included an error. The estimated value in the appraisal informed, in part, the basis for the agreed upon value in the Contribution Agreement and the consideration applied to account for the acquisition of assets. After learning of the error with the appraisal, we ordered a new appraisal, which was obtained on May 7, 2018. We determined that the retrospective accounting required to allocate the fair value consideration in the initial contribution agreement would have led to an additional impairment charge of $577,000 in the fourth quarter of 2017. Due to this error, we have restated our audited consolidated financial statements for the years ended December 31, 2017. The changes to the interim financial statements during the quarters ended June 30, 2017 and September 30, 2017 would have been limited to reclassifications based on allocation of relative fair value between the line items for Investment Properties and Investment in Other Company. The bottom line effect of summary accounts on the balance sheet and income statement would not have otherwise changed, and the reclassification on its own is not viewed to be material to the interim financial statements. Please refer to Note 1 - “Restatement of Previously Issued Consolidated Financial Statements” of this Amendment for more information regarding the impact of these adjustments. Because the revision is treated as a correction of an error to our prior period financial results, the revision is considered to be a “restatement” under U.S. generally accepted accounting principles. Accordingly, the revised financial information included in Amendment No. 1 has been identified as “restated.” Management has determined that there was a deficiency in our internal control over financial reporting that constitutes a material weakness, as defined by SEC regulations, at December 31, 2017, as discussed in Part II, Item 9A of this Form 10-K/A. Management determined that, as of December 31, 2017, internal control over financial reporting was not effective because of a material weakness in the control regarding identification and valuation of select assets acquired in 2017. Management was reliant on a 3 rd Except for the foregoing, no other changes are made to the Form 10-K. The Form 10-K, as amended by this Amendment, continues to be as of April 2, 2018 and does not reflect events occurring after April 2, 2018. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 4,900 | ||
Entity Common Stock, Shares Outstanding | 11,868,619 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 948 | $ 2,335 |
Prepaid expenses and other current assets | 646 | 601 |
Assets held for sale (Note 2 and 4) | 15,565 | |
Total current assets | 1,594 | 18,501 |
Non-current assets: | ||
Investment properties (Note 5) | 2,055 | |
Investment in other company (Note 5) | 1,806 | |
Property and equipment, net (Note 7) | 5 | |
Other assets, net | 334 | |
Total non-current assets | 4,200 | |
Total assets | 5,794 | 18,501 |
Current liabilities: | ||
Notes payable | 778 | |
Accounts payable | 612 | 6,648 |
Accrued compensation and related expenses (Note 10) | 467 | 4,029 |
Other accrued liabilities | 2,450 | 6,023 |
Liabilities related to assets held for sale | 3,209 | |
Total current liabilities | 4,307 | 19,909 |
Non-current liabilities: | ||
Option to purchase Redeemable Convertible B Preferred Stock (Note 14) | 4,390 | |
Note payable, net of current portion (Note 12) | 454 | |
Total non-current liabilities | 4,844 | |
Total liabilities | 9,151 | 19,909 |
Commitment and contingencies (Note 13) | ||
Redeemable Convertible Preferred Stock Series B, $.01 par value; 15,000,000 shares authorized at December 31, 2017; 1,500,000 issued and outstanding at December 31, 2017, net of amount allocated to option to purchase additional shares; Aggregate liquidation preference $1,503,000 at December 31, 2017 (Note 14) | 87 | |
Stockholders' deficit (Note 14): | ||
Common Stock, $.01 par value, 500,000,000 and 50,000,000 shares authorized at December 31, 2017 and 2016 respectively; 11,868,619 and 4,361,094 shares issued and outstanding at December 31, 2017 and 2016, respectively | 119 | 44 |
Preferred stock | ||
Additional paid-in capital | 132,446 | 118,762 |
Accumulated deficit | (135,022) | (115,635) |
Accumulated other comprehensive loss | (1,162) | (4,579) |
Total stockholders' deficit attributable to FC Global Realty Incorporate | (3,618) | (1,408) |
Noncontrolling interest (Note 5) | 174 | |
Total stockholders' deficit | (3,444) | (1,408) |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 5,794 | 18,501 |
Preferred A Stock [Member] | ||
Stockholders' deficit (Note 14): | ||
Preferred stock | 1 | |
Total stockholders' deficit | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized | 500,000,000 | 50,000,000 |
Common stock, issued | 11,868,619 | 4,361,094 |
Common stock, outstanding | 11,868,619 | 4,361,094 |
Preferred stock, par value (in dollars per share) | $ 0.01 | |
Preferred stock, authorized | 32,000,000 | |
Preferred stock, issued | 0 | |
Preferred stock, outstanding | 0 | |
Preferred A Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | |
Preferred stock, authorized | 3,000,000 | |
Preferred stock, issued | 123,668 | |
Preferred stock, outstanding | 123,668 | |
Redeemable Convertible Series B Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock Series B, par value (in dollars per share) | $ 0.01 | |
Redeemable Convertible Preferred Stock Series B, authorized | 15,000,000 | |
Redeemable Convertible Preferred Stock Series B, issued | 1,500,000 | |
Redeemable Convertible Preferred Stock Series B, outstanding | 1,500,000 | |
Redeemable Convertible Preferred Stock Series B, aggregate liquidation preference | $ 1,503,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues: | ||
Cost of revenues | ||
Gross profit | ||
Operating expenses: | ||
General and administrative | 10,817 | |
Impairment of investment in other company (Note 5) | 1,439 | |
Total operating expenses | 12,256 | |
Operating loss | (12,256) | |
Revaluation of asset contribution related financial instruments, net (Note 5) | (1,392) | |
Revaluation of Option to purchase redeemable convertible B preferred stock (Note 14) | (3,018) | |
Interest and other financing expense, net | (267) | |
Loss from continuing operations | (16,933) | |
Discontinued operations: | ||
Loss from discontinued operations, net of taxes | (2,459) | (13,264) |
Net loss including portion attributable to noncontrolling interest | (19,392) | (13,264) |
Loss attributable to noncontrolling interest | 8 | |
Net loss attributable to FC Global Realty Incorporated | $ (19,384) | $ (13,264) |
Basic and diluted net loss per share: | ||
Continuing operations (in dollars per share) | $ (3.07) | |
Discontinued operations (in dollars per share) | (0.45) | (3.18) |
Basic and diluted net loss per share (in dollars per share) | $ (3.52) | $ (3.18) |
Shares used in computing basic and diluted net loss per share (in shares) | 5,073,751 | 4,171,549 |
Other comprehensive loss: | ||
Reclassification of cumulative translation adjustment | $ 3,228 | |
Foreign currency translation adjustments | 189 | (2,810) |
Total other comprehensive income (loss) | 3,417 | (2,810) |
Comprehensive loss | $ (15,967) | $ (16,074) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income Loss [Member] | Noncontrolling Interest [Member] | Redeemable Convertible Series B Preferred Stock [Member] | Preferred A Stock [Member] | Total |
Opening balance at Dec. 31, 2015 | $ 44 | $ 116,793 | $ (102,371) | $ (1,769) | $ 12,697 | |||
Opening balance (in shares) at Dec. 31, 2015 | 4,398,344 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation related to stock options and restricted stock | 1,969 | 1,969 | ||||||
Restricted stock canceled | ||||||||
Restricted stock canceled (in shares) | (37,250) | |||||||
Foreign currency translation adjustment | $ (2,810) | $ (2,810) | ||||||
Net Loss | (13,264) | (13,264) | ||||||
Closing balance at Dec. 31, 2016 | $ 44 | 118,762 | (115,635) | (4,579) | (1,408) | |||
Closing balance (in shares) at Dec. 31, 2016 | 4,361,094 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation related to stock options and restricted stock | 1,466 | 1,466 | ||||||
Common shares issued for asset contribution (Note 5) | $ 9 | 1,266 | 1,275 | |||||
Common shares issued for asset contribution (Note 5) (in shares) | 879,234 | |||||||
Preferred A stock issued for asset contribution (Note 5 ) | 4,482 | $ 1 | 4,483 | |||||
Preferred A stock issued for asset contribution (Note 5 ) (in shares) | 123,668 | |||||||
Common shares issued for Note Payout (Note 14) | $ 56 | 5,570 | 5,626 | |||||
Common shares issued for Note Payout (Note 14) (in shares) | 5,628,291 | |||||||
Common shares issued for severance (Note 14) | $ 10 | 900 | 910 | |||||
Common shares issued for severance (Note 14) (in shares) | 1,000,000 | |||||||
Issuance of series B redeemable convertible preferred stock and embedded option, net of stock issuance costs of $42 | ||||||||
Issuance of series B redeemable convertible preferred stock and embedded option, net of stock issuance costs of $42 (in shares) | 1,500,000 | |||||||
Amortization of discount related to written call option (Note 14) | $ 84 | |||||||
Accretion of dividend (Note 14) | (3) | (3) | (3) | |||||
Noncontrolling interest from asset acquisition | 182 | 182 | ||||||
Reclassification of cumulative translation adjustment | 3,228 | 3,228 | ||||||
Foreign currency translation adjustment | 189 | 189 | ||||||
Net Loss | (19,384) | (8) | (19,392) | |||||
Closing balance at Dec. 31, 2017 | $ 119 | $ 132,446 | $ (135,022) | $ (1,162) | $ 174 | $ 87 | $ 1 | $ (3,444) |
Closing balance (in shares) at Dec. 31, 2017 | 11,868,619 | 1,500,000 | 123,668 |
CONSOLIDATED STATEMENTS OF CHA6
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Series B preferred stock, Net of issuance cost | $ 42 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (17,543) | |
Adjustments to reconcile loss to net cash provided by (used in) operating activities related to continuing operations: | ||
Depreciation and amortization | 297 | |
Impairment of investment in other company | 1,439 | |
Deferred income taxes | 66 | |
Stock-based compensation | 655 | |
Capital loss from sale of assets | 2,567 | |
Revaluation of asset contribution related financial instruments, net (Note 5) | 1,392 | |
Revaluation of option to purchase redeemable convertible B preferred stock (Note 14) | 2,890 | |
Issuance costs allocated to Option to purchase redeemable convertible B preferred stock (Note 14) | 42 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,518 | |
Prepaid expenses and other assets | 2,072 | |
Accounts payable | (2,134) | |
Accrued compensation and related expenses | 2,936 | |
Other accrued liabilities | (2,906) | |
Amortization of discount on mezzanine | 84 | |
Adjustments related to continuing operations | 10,918 | |
Adjustments related to discontinued operation | (2,673) | 358 |
Net cash provided by (used in) operating activities | (9,298) | 358 |
Cash Flows From Investing Activities: | ||
Direct expenses related to asset acquisition (Note 5) | (283) | |
Purchases of property and equipment | (22) | |
Stock based compensation | 10 | |
Payment of note receivable | (159) | |
Net cash provided by investing activities - continuing operation | (454) | |
Net cash provided by investing activities - discontinued operations | 7,251 | 2,148 |
Net cash provided by investing activities | 6,797 | 2,148 |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of redeemable preferred B stock and embedded option, net of issuance cost of $42 (Note 14) | 1,458 | |
Proceeds from note payable | 111 | |
Net cash provided by financing activities - continuing operation | 1,569 | |
Net cash provided by (used in) financing activities - discontinued operations | (663) | (684) |
Net cash provided by (used in) financing activities | 906 | (684) |
Effect of exchange rate changes on cash | 208 | (2,789) |
Change in cash and cash equivalents | (1,387) | (967) |
Cash and cash equivalents at the beginning of year | 2,335 | 3,302 |
Cash and cash equivalents at the end of year | 948 | 2,335 |
Supplemental disclosure of non-cash activities: | ||
Cash paid for income taxes | 36 | 203 |
Cash paid for interest | 126 | 281 |
Contribution of investment property and investment in other company against stock issue, financial assets related to future mandatory asset contribution and financial liabilities for optional asset acquisition (Note 5) | 4,836 | |
Conversion of Payout Notes into shares of common stock | $ 5,626 |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of Cash Flows [Abstract] | |
Series B preferred stock, Net of issuance cost | $ 42 |
Background
Background | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | Note 1 Background: FC Global Realty Incorporated (formerly PhotoMedex Inc.) (and its subsidiaries) (the “Company” or “FCRE”), re-incorporated in Nevada on December 30, 2010, originally formed in Delaware in 1980, is, since earlier in 2017, a real estate development and asset management company concentrated primarily on investments in high quality income producing assets, hotel and resort developments, residential developments and other opportunistic commercial properties. Under its previous name, PhotoMedex, Inc., the Company was, until the recent sale of the Company’s last significant business unit (its consumer products division which was sold to ICTV Brands, Inc. on January 23, 2017), as described below and in other sections of this report, a Global Skin Health company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians and consumers. The Company provided proprietary products and services that addressed skin diseases and conditions including psoriasis, acne, actinic keratosis (a precursor to certain types of skin cancer), photo damage and unwanted hair. Starting in August 2014, the Company began to restructure its operations and redirect its efforts in a manner that management expected would result in improved results of operations and address certain defaults in its commercial bank loan covenants. As part of such redirected efforts, management continued its comprehensive efforts to minimize the Company’s operational costs and capital expenditures. During this time the Company has also sold off certain business units and product lines to support this restructuring, and on January 23, 2017, sold the last remaining major product line, its consumer products division. As a result of the Contribution Agreement (see also Note 5), the Company has primarily become a real estate asset management and development company for the purpose of investing in a diversified portfolio of quality commercial and residential real estate properties and other real estate investments located both throughout the United States. Resignation and Appointment of Officers and Directors: Pursuant to the Contribution Agreement and Purchase Agreement (see also Notes 5 and 14, respectively), there were changes to the Company’s named executive officers and its Board of Directors that were made on May 17, 2017 and December 22, 2017. Expansion of Company’s Board of Directors quorum: At the Initial Date of the First Contribution under the Contribution Agreement (see also Note 5), the Company’s Board of Directors was expanded, so that the Board of Directors consists of seven persons, of whom (i) three were designated by the Company’s departing board, (ii) three were designated by Contributor Parent; and (iii) one (the “Nonaffiliated Director”) was selected by the other six directors. In March 2018, two members of the Company’s Board of Directors resigned from their position as directors and Opportunity Fund I-SS, LLC has notified the Company that it exercised its right under the Purchase Agreement (see also Note 14) to appoint two replacement directors to the Company’s Board of Directors (see also Note 17). Special Meeting of Stockholders Following the Initial Closing of the First Contribution under the Contribution Agreement (see also Note 5), the Company was required to file a proxy statement and hold a special meeting of its stockholders to authorize and approve the following matters: ■ an increase in the number of authorized shares of common stock, $.01 par value per share, of the Company from 50,000,000 shares to 500,000,000 shares and increase the number of authorized shares of preferred stock, $.01 par value per share, of the Company from 5,000,000 shares to 50,000,000 shares; ■ the issuance to the Contributor or its designee or designees of the Company’s common and/or preferred shares in exchange for the contributed assets, and the issuance of the Warrant and, upon exercise of the Warrant, the underlying shares of the Company’s Common Stock in exchange for the contribution of the optional property interests, if any are made; ■ the amendment and restatement of the Articles of Incorporation of the Company; ■ the approval of the issuance of the Payout Notes and the issuance of the Company’s Common Stock upon conversion thereof; and ■ the election of a new Board of Directors as set forth above in Resignation and Appointment of Officers and Directors in this report. The Annual Meeting of Shareholders was convened on September 14, 2017, then adjourned and reconvened on October 12, 2017, at which meeting all of the proposals specified in the Company’s Definitive Proxy and further described in that Proxy and in this filing were approved by the stockholders. Liquidity and Going Concern: As of December 31, 2017, the Company had an accumulated deficit of $135,022 (As Restated) and the Company incurred a net loss attributable to FC Global Realty Incorporated, for the year ended December 31, 2017 of $19,387 (As Restated). Subsequent to the sale of the Company’s last significant business unit, the consumer products division as described above, and to date, the Company has dedicated most of its financial resources to general and administrative expenses. As of December 31, 2017, the Company’s cash and cash equivalents amounted to $948. While the Company is a party to a Securities Purchase Agreement with Opportunity Fund I-SS, LLC, and has raised certain funds under that agreement in both 2017 and in 2018 through the date of the financial statements, Opportunity Fund has no obligation to continue to invest in the Company, and there are restrictions placed by Opportunity Fund on the use of these funds. The Company has historically financed its activities with cash from operations, the private placement of equity and debt securities, borrowings under lines of credit and, in the most recent periods with sales of certain assets and business units. The Company will be required to obtain additional liquidity resources in order to support its operations. At this time, there is no guarantee that the Company will be able to obtain an adequate level of financial resources required for the short and long-term support of its operations or that the Company will be able to obtain additional financing as needed, or meet the conditions of such financing, or that the costs of such financing may not be prohibitive. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability of assets and classification of liabilities that may result from the outcome of this uncertainty. As discussed in Note 4, on January 23, 2017, the Company sold its consumer products division to ICTV Brands, Inc., for a total selling price of $9.5 million. The Company collected $5 million of that purchase price; the remaining amount of up to $4.5 million was to be payable through a contingent royalty on the sale of consumer products by ICTV Brands. As discussed in further detail below, that royalty arrangement was settled in July 2017 for a payment of $2 million to the Company. On July 12, 2017 the Company, along with its subsidiaries Radiancy, Inc. (“Radiancy”), Photo Therapeutics Ltd. (“PHMD UK”), and Radiancy (Israel) Limited (“Radiancy Israel” and together with the Company, Radiancy and PHMD UK the “Sellers” and each individually a “Seller”) entered into a Termination and Release Agreement (the “Release”) between the Sellers and ICTV Brands Inc. (“ICTV”) and its subsidiary ICTV Holdings, Inc. (“ICTV Holdings”). The Sellers, ICTV and ICTV Holdings are referred to herein individually as a “Party” and collectively as the “Parties.” Under the terms of the Release, the Asset Purchase Agreement among the Parties, dated October 4, 2016, as amended by the First Amendment to the Asset Purchase Agreement, dated January 23, 2017 (as so amended, the “Purchase Agreement”), is terminated and of no further force and effect, except for certain surviving rights, obligations and covenants described in the Release. Pursuant to the Release, each of the Sellers, on one hand, and ICTV and ICTV Holdings, on the other hand, fully release, forever discharge and covenant not to sue any other Party, from and with respect to any and all past and present claims arising out of, based upon or relating to the Purchase Agreement (other than the surviving covenants described in the Purchase Agreement) or the transactions contemplated thereby. Pursuant to the terms of the Release, ICTV was required to pay to the Company, within 3 business days of the date of the Release, $2,000 in cash and in immediately available funds (the “Payment”). Subject to this Payment, neither ICTV nor ICTV Holdings shall have any further royalty or other payment obligations under the Purchase Agreement. The Company received $2,000 on July 13, 2017. As partial consideration for the releases provided by ICTV Holdings to the Sellers pursuant to the Release and in accordance with the terms therein, on July 12, 2017, the Sellers and ICTV Holdings entered into a Bill of Sale and Assignment (“Bill of Sale”), which provides that each Seller sell, assign, transfer, convey and deliver to ICTV Holdings, and ICTV Holdings purchase and accept from each Seller, all of the right, title and interest, legal or equitable, of each such Seller in and to a deposit in the amount of $210 held by a consumer division vendor, Sigmatron International, Inc. (“Sigmatron”), pursuant to an arrangement between one or more of the Sellers and Sigmatron. As the total selling price has been adjusted to an amount that was less than the aggregate carrying amount of the assets held for sale, the Company recorded a loss from sale of asset in an amount of $4,652 (net of a gain of $3,228 with respect to accumulative translation adjustment that was reclassified from accumulated other comprehensive income to earnings). This loss is included in discontinued operations for each period. As discussed in Note 5, on March 31, 2017, the Company entered into a Contribution Agreement with First Capital Real Estate Operating Partnership, L.P., and its parent, First Capital Real Estate Trust Incorporated, under which certain real estate investment properties were to be contributed to the Company in three stages in exchange for the issuance of Company stock. The closing of the First Contribution under this transaction occurred on May 17, 2017, and consideration transferred consisted of shares of common and preferred stock. As of December 31, 2017, neither the Secondary nor the Optional Contribution were made and the Contribution Agreement was terminated at that date. As discussed in Note 14, on December 22, 2017, the Company entered into a Purchase Agreement with Opportunity Fund I-SS, LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Investor may invest up to $15 million ($1.5 million out of which, net of expenses was received on December 22, 2017) in the Company in a series of closings, in exchange for which the Investor will receive shares of the Company’s newly designated Series B Preferred Stock (“Convertible Redeemable Series B Preferred Stock” or “Series B Shares”) at a purchase price of $1.00 per share. As discussed in Note 17, on January 24, 2018, the Company and the Investor completed a second closing under the Purchase Agreement, pursuant to which the Investor provided approximately $2,225 to the Company, net of expenses, in exchange for 2,225,000 shares of the Company’s Convertible Redeemable Series B Preferred Stock. While the Company is a party to a Securities Purchase Agreement with Opportunity Fund I-SS, LLC, and has raised certain funds under that Agreement, Opportunity Fund has no obligation to continue to invest in the Company, and there are restrictions placed by Opportunity Fund on the use of these funds. Restatement of Previously Issued Consolidated Financial Statements In connection with the preparation of its financial statements for the quarter ended March 31, 2018, the Company determined that the appraisal relied upon, in part, to provide the basis for the agreed upon value of one of the assets acquired, among other assets, on May 17, 2017 pursuant to the Contribution Agreement entered into on March 31, 2017 with First Capital Real Estate Operating Partnership, L.P., and the other parties (see also Note 5) thereto included an error. The estimated value in the appraisal informed, in part, the basis for the agreed upon value in the Contribution Agreement and the consideration applied to account for the acquisition of assets. After learning of the error with the appraisal, the Company ordered a new appraisal, which was obtained on May 7, 2018. The Company determined that the retrospective accounting required to allocate the fair value consideration in the initial contribution agreement would have led to an additional impairment charge of $577 in the fourth quarter of 2017. Due to this error, the Company has restated its audited consolidated financial statements for the years ended December 31, 2017. The combined impacts of all adjustments to the applicable line items in our audited consolidated financial statements are provided in the tables below. Consolidated Balance Sheet as of December 31, 2017 (As Previously Adjustments (Restated) Investment properties $ 2,600 $ (545 ) $ 2,055 Total non-current assets 4,745 (545 ) 4,200 Total assets 6,339 (545 ) 5,794 Accumulated deficit (134,445 ) (577 ) (135,022 ) Total stockholders’ deficit attributable to FC Global Realty Incorporated (3,041 ) (577 ) (3,618 ) Noncontrolling interest 142 32 174 Total stockholders’ deficit (2,899 ) (545 ) (3,444 ) Total liabilities, redeemable convertible preferred stock and stockholders’ deficit 6,339 (545 ) 5,794 Consolidated Statement of Comprehensive Loss for the Year Ended December 31, 2017 (As Previously Adjustments (Restated) Impairment of investment in other company $ 862 $ 577 $ 1,439 Operating loss (11,679 ) (577 ) (12,256 ) Loss from continuing operations (16,356 ) (577 ) (16,933 ) Net loss including portion attributable to noncontrolling interest (18,815 ) (577 ) (19,392 ) Net loss attributable to FC Global Realty Incorporated (18,807 ) (577 ) (19,384 ) Basic EPS: Continuing operations $ (2.96 ) $ (0.11 ) $ (3.07 ) Basic and diluted net loss per share $ (3.41 ) $ (0.11 ) $ (3.52 ) Comprehensive loss $ (15,390 ) (577 ) $ (15,967 ) Consolidated Statement of Cash Flows for the ended December 31, 2017 (As Previously Adjustments (Restated) Net loss $ (16,966 ) $ (577 ) $ (17,543 ) Adjustments to reconcile loss to net cash provided by (used in) operating activities related to continuing operations: Impairment of investment in other company 862 577 1,439 Adjustments related to continuing operations 10,341 577 10,918 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 2 Discontinued Operations: As this business was a substantial business unit of the Company, and as such the sale brings a strategic shift in focus of management. The Company accordingly classified this former business as held for sale and discontinued operations in accordance with ASC Topic 360. The accompanying consolidated financial statements as of and for the year ended December 31, 2016 have been retrospectively adjusted to reflect the operating results and balance sheet items of the Consumer business as discontinued operations separately from continuing operations. Also, as of December 31, 2016, balance sheet items related to the Consumer business were presented as assets held for sale. The Company recognized a loss of $13,264, on the sale of the discontinued operations in the year ended December 31, 2016, which represents the difference between the adjusted net purchase price and the carrying value of the disposal group. The following is a summary of assets and liabilities held for sale in the consolidated balance sheet as of December 31, 2016, which has been retrospectively adjusted to reflect the assets and liabilities of the skin health business as discontinued operations: December 31, 2016 ASSETS Current assets: Cash and cash equivalents $ — Restricted cash deposits 342 Accounts receivable, net of allowance for doubtful accounts of $1,192 4,125 Prepaid expenses and other current assets 2,652 Assets held for sale (Note 4) 8,362 Total current assets 15,481 Non-current assets: Property and equipment, net (Note 7) 77 Other assets, net 7 Total non-current assets 84 Total assets $ 15,565 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Other accrued liabilities 2,068 Deferred revenues 1,141 Total current liabilities $ 3,209 Total net assets of discontinued operation $ 12,356 The following is a summary of loss from discontinued operations for the year ended December 31, 2017 and 2016: For the Year Ended December 31, 2017 2016 Revenues: $ 3,880 $ 38,397 Cost of revenues 100 8,086 Gross profit 3,780 30,311 Operating expenses: Engineering and product development 143 1,249 Selling and marketing 620 21,729 General and administrative 2,342 13,233 Impairment loss — 3,518 Other income, net (1,504 ) — Loss on sale of assets 4,652 2,574 6,253 42,303 Loss before interest and other financing expense, net (2,473 ) (11,992 ) Interest and other financing expense, net — (385 ) Loss before income taxes (2,473 ) (12,377 ) Income tax expense (benefit) (14 ) 762 Loss from discontinuing operations (2,459 ) (13,139 ) Loss from discontinued operations, net of taxes — (125 ) Loss ($ ( 2,459 ) ($ ( 13,264 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies: Accounting Principles The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Certain reclassifications from the prior year presentation have been made to conform to the current year presentation. These reclassifications did not have material impact on the Company’s equity, net assets, results of operations or cash flows. Principles of Consolidation The consolidated financial statements include the accounts of the Company and the wholly and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Entities in which the Company directly or indirectly owns more than 50% of the outstanding voting securities, and for which other interest holders do not possess the right to affect significant management decisions, are generally accounted for under the voting interest consolidation method of accounting. Participation of other interest holders in the net assets and in the earnings or losses of a consolidated subsidiary is reflected in the line items “Noncontrolling Interest” in the Company’s consolidated balance sheets and “net income (loss) attributable to the noncontrolling interest” in the Company consolidated statements of comprehensive loss. Noncontrolling interest adjusts the Company’s consolidated results of operations to reflect only the Company’s share of the earnings or losses of the consolidated subsidiary. Any changes in the Company’s ownership interest in a consolidated subsidiary, through additional equity issuances by the consolidated subsidiary or from the Company acquiring the shares from existing shareholders, in which the Company maintains control is recognized as an equity transaction, with appropriate adjustments to both the Company’s additional paid-in capital and the corresponding noncontrolling interest. Held for Sale Classification and Discontinued Operations Under ASC 205 “Presentation of Financial Statement - Discontinued Operations”, a disposal group is reported as held for sale when management has approved or received approval to sell and is committed to a formal plan, the disposal group is available for immediate sale, the business is being actively marketed, the sale is anticipated to occur during the next 12 months and certain other specified criteria are met. A disposal group classified as held for sale is recorded at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying value of the business exceeds its estimated fair value less cost to sell, a loss is recognized. However, when a disposal group meets the held for sale criteria, the Company first evaluates whether the carrying amounts of the assets not covered by ASC 360-10 included in the disposal group (such as goodwill) are required to be adjusted in accordance with other applicable GAAP before measuring the disposal group at fair value less cost to sell. Assets and liabilities related to a disposal group classified as held for sale are segregated in the consolidated balance sheet in the period in which the disposal group is classified as held for sale (see also Note 2 and 4). Only disposal of a component of an entity or a group of components of an entity that represents a strategic shift that has or will have a major effect on an entity's operations and financial results shall be reported as discontinued operations. The results of discontinued operations are reported in discontinued operations in the consolidated statement of comprehensive loss for current and prior periods commencing in the period in which the business meets the criteria of a discontinued operation, and include any gain or loss recognized on closing or adjustment of the carrying amount to fair value less cost to sell. Depreciation is not recorded on assets of a business while it is classified as held for sale (see also Note Discontinued Operations Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect amounts reported of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates and be based on events different from those assumptions. As part of these financial statements, the more significant estimates include (1) stock-based compensation; (2) identification of and measurement of instruments in equity transactions; (3) impairment of investment properties and investment in other company; (4) evaluation of going concern; and (5) contingencies. Functional Currency The currency of the primary economic environment in which the operations of the Company are conducted is the US dollar (“$” or “Dollars”). Thus, the functional currency of the Company and such subsidiaries (other than the foreign UK subsidiary as mentioned below) is the dollar (which is also the reporting currency of the Group). The operations of the UK subsidiary is conducted in the local currency of this subsidiary, which is Great Britain Pounds (GBP). In accordance with ASC 830, “Foreign Currency Matters” Assets and liabilities of foreign subsidiaries, whose functional currency is the local currency, are translated from its respective functional currency to U.S. dollars at the balance sheet date exchange rates. Income and expense items are translated at the average rates of exchange prevailing during the year. Translation adjustments are reflected in the consolidated balance sheets as a component of accumulated other comprehensive income or loss. Fair Value Measurements The Company measures and discloses fair value in accordance with ASC 820 “ Fair Value”, Level 1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value of cash and cash equivalents are based on its demand value, which is equal to its carrying value. Additionally, the carrying value of all other monetary assets and liabilities is estimated to be equal to their fair value due to the short-term nature of these instruments. As of December 31, 2017, an option to purchase redeemable convertible preferred stock as embedded in the Purchase Agreement (see also Note 14) was measured at fair value on a recurring basis using level 3 inputs. Cash and Cash Equivalents The Company invested its excess cash in highly liquid short-term investments. The Company considered short-term investments that were purchased with an original maturity of three months or less to be cash equivalents. Short-term Deposits Short-term deposits are deposits with original maturities of more than three months but less than one year. Short-term deposits are presented at their costs including accrued interest. Accounts Receivable and Allowance for Doubtful Accounts The majority of the Company’s accounts receivable were due from consumers, distributors (domestic and international), physicians and other entities in the medical field, divisions which are no longer operated by the Company. Accounts receivable were most often due within 30 to 90 days and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms were considered past due. Allowance for doubtful accounts was determined by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company and available information about their credit risk, and the condition of the general economy and the industry as a whole. The Company wrote off accounts receivable when they were considered uncollectible, and payments subsequently received on such receivables were credited to the allowance for doubtful accounts. The Company did not recognize interest accruing on accounts receivable past due. As of December 31, 2016, the account receivable is included in the discontinued operation. As of December 31, 2017, there are no outstanding accounts receivable. Inventories Inventories were stated at the lower of cost or market. Cost is determined to be purchased cost for raw materials and the production cost (materials, labor and indirect manufacturing cost, including sub-contracted work components) for work-in-process and finished goods. For the Company’s consumer and LHE products, cost was determined on the weighted-average method. For the pre-merged PhotoMedex products, cost was determined on the first-in, first-out method. Reserves for slow moving and obsolete inventories were provided based on historical experience and product demand. Management evaluates the adequacy of these reserves periodically based on forecasted sales and market trend. As of December 31, 2016, the inventory is included in the discontinued operation. As of December 31, 2017, there are no inventories. Investment in Other Company The investment in the other company is stated at cost, since the Company does not have the ability to exercise significant influence over operating and financial policies of those investees. The Company's investments in the other company is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an investment may not be recoverable, in accordance with ASC 320 "Investments – Debt and Equity Securities". As of December 31, 2017, based on managements’ most recent analyses, impairment losses have been identified in the amount of $862 (see also Notes 5 and 13). Property, Equipment and Depreciation Property and equipment are recorded at cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, primarily three to seven years for computer hardware and software, furniture and fixtures, and machinery and equipment. Leasehold improvements are amortized over the lesser of the useful lives or lease terms. Expenditures for major renewals and betterments to property and equipment are capitalized, while expenditures for maintenance and repairs are charged as an expense as incurred. Upon retirement or disposition, the applicable property amounts are deducted from the accounts and any gain or loss is recorded in the consolidated statements of comprehensive loss. Useful lives are determined based upon an estimate of either physical or economic obsolescence or both. Realizability of property and equipment was based on estimates of undiscounted future cash flows over the remaining useful life of the asset. If the amount of such estimated undiscounted future cash flows was less than the net book value of the asset, the asset was written down to fair value (see also Impairment of Long-Lived Assets and Intangibles Patent Costs and Licensed Technologies Costs incurred to obtain or defend patents and licensed technologies were capitalized and amortized over the shorter of the remaining estimated useful lives or eight to 12 years. Core and product technology was also recorded in connection with the reverse acquisition on December 13, 2011 and was being amortized on a straight-line basis over ten years for core technology and five years for product technology (see also Note 8). Management evaluated the recoverability of intangible assets based on estimates of undiscounted future cash flows over the remaining useful life of the asset. If the amount of such estimated undiscounted future cash flows is less than the net book value of the asset, the asset is written down to fair value. During the year ended December 31, 2016, the Company recorded an impairment of patents and licensed technologies in the amount of $1,261 which is included in discontinued operation (see also Impairment of Long-Lived Assets and Intangibles Other Intangible Assets Other intangible assets were recorded in connection with the reverse acquisition on December 13, 2011. The assets which were determined to have definite useful lives were amortized on a straight-line basis over ten years. Such assets primarily included customer relationships and trademarks. (See Note 9 ) Accounting for the Impairment of Goodwill The Company evaluates the carrying value of goodwill annually at the end of the calendar year and also between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit to which goodwill was allocated to below its carrying amount. Such circumstances could include but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. Goodwill impairment evaluation is performed subsequent to Impairment evaluation of long-lived assets and intangibles (see also Notes 6 and 7). Goodwill impairment testing involves a two-step process. Step 1 compares the fair value of the Group’s reporting units to which goodwill was allocated to their carrying values. If the fair value of the reporting unit exceeds its carrying value, no further analysis is necessary. The reporting unit fair value is based upon consideration of various valuation methodologies, including guideline transaction multiples, multiples of current earnings, and projected future cash flows discounted at rates commensurate with the risk involved. If the carrying amount of the reporting unit exceeds its fair value, Step 2 must be completed to quantify the amount of impairment. Step 2 calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit, from the fair value of the reporting unit as determined in Step 1. The implied fair value of goodwill determined in this step is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss, equal to the difference, is recognized. As part of the purchase price allocation for the 2011 reverse acquisition, the Company recorded goodwill in the amount of $24,005 and definite-lived intangibles in the amount of $12,000. Goodwill reflected the value or premium of the acquisition price in excess of the fair values assigned to specific tangible and intangible assets. Goodwill had an indefinite useful life and therefore was not amortized as an expense but was reviewed annually for impairment of its fair value to the Company. The fair value of Goodwill associated with the operating and reporting units was estimated using a combination of Income and Market Approach methodologies to valuation. The Income method of valuation explicitly recognizes the current value of future economic benefits developed by discounting future net cash flows to their present value at a rate that reflects both the current return requirements of the market and the risks inherent in the market. The Market approach measures the value of an asset through the analysis of recent sales or offerings of comparable property. Our business was organized into three operating and reporting units which were defined as Consumer, Physician Recurring, and Professional Equipment. Upon completion of our goodwill impairment analysis in connection with the transaction with ICTV Brands. As of December 31, 2016, the Company recorded an impairment of the entire remaining balance of goodwill (allocated to consumer segment) in the amount of $2,257 which is included in discontinued operation. Such determination was based on the market approach. Accrued Warranty Costs The Company offered a standard warranty on product sales of its previous skin care business generally for a one to two-year period. The Company provided for the expected cost of estimated future warranty claims on the date the product is sold. Total accrued warranty was included in other accrued liabilities on the balance sheet. The activity in the warranty accrual during the years ended December 31, 2017 and 2016 is summarized as follows: December 31, 2017 2016 Accrual at beginning of year $ 241 $ 330 Additions charged to warranty expense — 56 Expiring warranties — (145 ) Sale of consumer segment (*) (241 ) Total (**) — 241 Less: current portion — (241 ) Long term accrued warranty $ — $ — (*) The buyer of the remaining consumer products business assumed the warranty obligations. (**) Included in liabilities related to assets held for sale. For extended warranty on the consumer products, see also Revenue Recognition Revenue Recognition The Company recognized revenues from the product sales when the following four criteria have been met: (i) the product has been delivered and the Company has no significant remaining obligations; (ii) persuasive evidence of an arrangement exists; (iii) the price to the buyer is fixed or determinable; and (iv) collection is reasonably assured. Revenues from product sales are recorded net of provisions for estimated chargebacks, rebates, expected returns and cash discounts. The Company shipped most of its products FOB shipping point, although from time to time certain customers, for example governmental customers, will be granted FOB destination terms. Among the factors the Company takes into account when determining the proper time at which to recognize revenue are (i) when title to the goods transfers and (ii) when the risk of loss transfers. Shipments to distributors or physicians that do not fully satisfy the collection criteria are recognized when invoiced amounts are fully paid or fully assured and included in deferred revenues until that time. For revenue arrangements with multiple deliverables within a single, contractually binding arrangements (usually sales of products with separately priced extended warranty), each element of the contract is accounted for as a separate unit of accounting when it provides the customer value on a stand-alone basis and there is objective evidence of the fair value of the related unit. With respect to sales arrangements under which the buyer had a right to return the related product, revenue was recognized only if all the following conditions are met: the price was fixed or determinable at the date of sale; the buyer has paid, or was obligated to pay and the obligation was not contingent on resale of the product; the buyer’s obligation would not be changed in the event of theft or physical destruction or damage of the product; the buyer had economic substance; the Company did not have significant obligations for future performance to directly bring about resale of the product by the buyer; and the amount of future returns could be reasonably estimated. The Company provided a provision for product returns based on the experience with historical sales returns, in accordance with ASC 605-15 with respect to sales of product when a right of return existed. Reported revenues are shown net of the returns provision. Such allowance for sales returns were included in Other Accrued Liabilities Deferred revenue included amounts received with respect to extended warranty maintenance, repairs and other billable services and amounts not yet recognized as revenues. Revenues with respect to such activities were deferred and recognized on a straight-line basis over the duration of the warranty period, the service period or when service was provided, as applicable to each service. All such deferred revenues were derecognized. Shipping and Handling Costs Shipping and handling fees billed to customers were reflected as revenues while the related shipping and handling costs were included in selling and marketing expense. Shipping and handling costs have not been material. Advertising Costs Advertising costs were charged to expenses as incurred. Advertising costs were included in the loss on discontinued operations (see Note 2 Discontinued Operation). Concentrations of credit risk Financial instruments which subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The carrying amounts of these instruments approximate fair value due to their short-term nature. The Company deposits cash and cash equivalents and short-term deposits in major financial institutions in the US, UK, and in Israel. The Company performs periodic evaluations of the relative credit standing of these institutions. The Company is of the opinion that the credit risk in respect of these balances is immaterial. In addition, the Company performed with respect to its previous skin business an ongoing credit evaluation and established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers (see also Accounts Receivable Concentrations of credit risk Most of the Company’s sales were generated in North America and Asia Pacific, to a large number of customers. Management periodically evaluated the collectability of the trade receivables to determine the amounts that were doubtful of collection and determine a proper allowance for doubtful accounts. Accordingly, the Company’s trade receivables did not represent a substantial concentration of credit risk. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company or its subsidiaries may incur additional tax liabilities in the event of an intercompany dividend distribution or a deemed dividend distribution under the U.S. income tax law and regulations. Prior to 2014, it was the Company’s policy not to cause a distribution of dividends which would generate an additional tax liability to the Company. During the years ended December 31, 2014 and 2015, the Company’s affiliates borrowed funds from the subsidiary in Israel. These borrowings resulted in a large deemed distribution taxable in the U.S. Furthermore, management can no longer represent that the earnings of its non U.S. subsidiaries will remain permanently invested outside the U.S. Therefore, beginning in 2014, the Company has provided deferred taxes on the undistributed earnings of its non U.S. subsidiaries. Taxes, which may apply in the event of a disposal of investments in subsidiaries, have not been included in computing the deferred taxes, as the Company anticipates it would liquidate those subsidiaries that can be closed on a tax-free basis. The Company accounts for uncertain tax positions in accordance with an amendment to ASC 740-10, “ Income Taxes” During the years ended December 31, 2017 and 2016, the Company determined that the liability for unrecognized tax benefits could suitably be extinguished by application of net operating loss carryforwards and carrybacks, with any residual impact arising as a liability in 2017 and 2016 that has been duly provided for. Contingencies The Company and its subsidiaries are involved in certain legal proceedings that arise from time to time in the ordinary course of business. We account for business contingent liabilities in accordance with ASC 450 “ Contingencies”. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Other than the matters discussed in Note 13, as of December 31, 2017, the Company is not a party to any other litigation that it believes would have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Impairment of Long-Lived Assets and Intangibles Long-lived assets, such as property and equipment, and definite-lived intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or group of assets) may not be recoverable. Impairment test is applied at the lowest level where there are identifiable independent cash flows, which may involve a group of assets. Recoverability of assets to be held and used (or group of assets) is measured by a comparison of the carrying amount of an asset to the undiscounted cash flows expected to be generated by the asset. If an asset is determined to be impaired, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposed group classified as discontinued operations are presented separately in the appropriate asset and liability sections of the balance sheet. Indefinite-life intangible assets are tested for impairment, on an annual basis or more often, when triggering events indicate that it is more likely than not that the asset is impaired, by comparing the fair value of the asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in the amount of that excess. Subsequent reversal of a previously recognized impairment loss is prohibited. Pursuant to ASC 360 the Company tested the long-lived assets and determined that changes in circumstances indicated that its carrying value may not be recoverable. The carrying amount of the assets is considered recoverable if it exceeds the sum of undiscounted cash flows expected from the use or eventual disposition of the asset. Upon completion of our goodwill impairment analysis in connection with the pending transaction with ICTV Brands, as of December 31, 2016, the Company recorded an impairment of the entire remaining balance of Consumer segment goodwill in the amount of $2,257. The Company recorded an impairment of the Consumer segment intangibles for its entire remaining Licensed Technology balance in the amount of $1,261. These impairment charges are included in discontinued operations. Loss per Share (As Restated) The Company computes net loss per share in accordance with ASC 260, “Earnings per share” Diluted loss per common share is computed similar to basic earnings per share, except that the denominator is increased to include the number of additional potential common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Potential common shares are excluded from the computation for a period in which a net loss is reported or if their effect is anti-dilutive. The Company’s potential common shares consist of stock options, stock warrants and restricted stock awards issued under the Company’s stock incentive plans and their potential dilutive effect is considered using the treasury method and of convertible Preferred Stock Series A and Series B which their potential dilutive effect is considered using the "if-converted method". The net loss from continuing operations and the weighted average number of shares used in computing basic and diluted net loss per share from continuing operations for the years ended December 31, 2017 and 2016, is as follows: (in thousands except share and per share amounts) Year ended December 31, 2017 2016 (As Restated) Numerator: Net loss attributable to common stockholders $ 19,384 $ 13,264 Net loss from discontinued operations attributable to common stockholders (2,459 ) (13,264 ) Accretion of dividend for the period (*) 3 — Participation of stockholders of series A preferred stock in the net loss from continuing operations (1,365 ) — Net loss from continuing operations attributable to common stockholders $ 15,563 $ — Denominator: Shares of common stock used in computing basic and diluted net loss per share 5,073,751 4,171,549 Net loss per share of Ordinary Share from continuing operations, basic and diluted $ 3.07 $ — (*) The net loss used for the computation of basic and diluted net loss per share for the year ended December 31, 2017, includes the dividend requirement of 8% per share per annum for the Series B preferred stock, compounded annually which shall be distributed to stockholders in case of distributable assets determined in the Company's certificate of designation (the “Certificate of Designation”) under the liquidation preference right (see also Note 14). For the year ended December 31, 2017, diluted loss per share excludes the impact of stock options, stock warrants, series Preferred A Stock, series Preferred B Stock, common stock to be issued upon exercise of asset contribution financial instruments and common stock to be issued upon written call option totaling 43,053,913 shares, as the effect of their inclusion would be anti-dilutive. For the year ended December 31, 2016, diluted loss per share excludes the impact of stock options totaling 1,000 shares. Convertible Redeemable Series B Preferred Stock The Company classifies its Convertible Redeemable Series B Preferred Stock outside of Stockholders' deficit because certain features of the Company's Certificate of Designation could require redemption of some or all classes of Convertible Redeemable Series B Preferred Stock upon events not solely within the control of the Company (see also Note 14). Option to purchase Convertible Redeemable Series B Preferred Stock: The Company has classified the option to purchase additional shares of its Convertible Redeemable Series B Preferred Stock as a liability in accordance with ASC 480, “ Distinguishing Liabilities from Equity Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “ Compensation Stock Compensation. Under The Company recognizes compensation expense for the value of its awards granted based on the graded vesting method over the requisite or derived service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model which requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical daily stock price observations of its common stock. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. Recently Issued Accounting Standards Recent Accounting Pronouncements adopted On March 30, 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation”, which effects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classifi |
Discontinued Operations Assets
Discontinued Operations Assets Held for Sale | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations Assets Held for Sale | Note 4 Discontinued Operations Assets Held for Sale: A disposal group is reported as held for sale when management has approved or received approval to sell and is committed to a formal plan, the disposal group is available for immediate sale, the business is being actively marketed, the sale is anticipated to occur during the next 12 months and certain other specified criteria are met. A disposal group classified as held for sale is recorded at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying value of the business exceeds its estimated fair value less cost to sell, a loss is recognized. However, when disposal group meets the held for sale criteria, the Company first evaluates whether the carrying amounts of the assets not covered by ASC 360-10 included in the disposal group (such as goodwill) are required to be adjusted in accordance with other applicable GAAP before measuring the disposal group at fair value less cost to sell. Assets and liabilities related to a disposal group classified as held for sale are segregated in the consolidated balance sheet in the period in which the disposal group is classified as held for sale. Only disposal of a component of an entity or a group of components of an entity that represents a strategic shift that has or will have a major effect on an entity's operations and financial results shall be reported as discontinued operations. The revised guidance did not change the criteria required to qualify for held for sale presentation. In connection with the sale of the Consumer Division to ICTV Brands, Inc., announced on October 4, 2016 and subsequently completed on January 23, 2017, the assets related to this transaction were included as of December 31, 2016 as part of Assets Held for Sale, as follows: Inventory $ 7,336 Property and equipment 911 Other assets 115 Assets held for sale as of December 31, 2016 $ 8,362 |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition | Note 5 Acquisitions: On March 31, 2017, the Company and its newly-formed subsidiary FC Global Realty Operating Partnership, LLC, a Delaware limited liability company (“Acquiror”) entered into an Interest Contribution Agreement (the “Contribution Agreement”) with First Capital Real Estate Operating Partnership, L.P., a Delaware limited partnership (“Contributor”), and First Capital Real Estate Trust Incorporated, a Maryland corporation, (the “Contributor Parent” and, together with Contributor, the “Contributor Parties”), under which the Contributor will contribute mostly certain real estate assets (the “Contributed Properties”) to the Company’s subsidiary. In exchange, the Contributor will receive shares of the Company’s Common Stock and/or newly designated Series A Convertible Preferred Stock. The first installment of contributed assets (the “First Contribution”) closed on May 17, 2017 (the “Initial Closing”). First Contribution In the Initial Closing, the Contributor transferred certain assets comprising the Contributed Properties to the Company. On the Initial Closing date, the Contributor transferred to the Acquiror four vacant land sites set for development into gas stations, which are located in Atwater and Merced, Northern California, and which had an agreed upon value of approximately $2.6 million. One of these vacant land sites was contributed through the transfer of a 75% membership interest in a limited liability company that owns the vacant land site located in Northern California, in which profits and losses are allocated 75% to the Company and 25% to the noncontrolling member subject to a preferred equity split in which the noncontrolling member earns the first 10% of net profits and the balance of the 90% is to be paid along the terms of the 75% split to the Company and 25% to the noncontrolling member. The Contributor then completed the transfer to the Acquiror of its 17.9% passive interest in a limited liability company that is constructing a single family residential development located in Los Lunas, New Mexico (the “Avalon Property”) on June 26, 2017. This residential development in New Mexico consisted of 251, non-contiguous, single family residential lots and a 10,000 square-foot club house. 37 of the lots had been finished, and the remaining 214 were platted and engineered lots. The agreed upon value of its share of this property was approximately $7.4 million. In return for the Contributed Properties, the Company issued to the Contributor 879,234 duly authorized, fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which represented approximately 19.9% of the Company’s issued and outstanding Common Stock immediately prior to the Initial Closing, at an agreed upon Per Share Value (defined below) of $2.5183, or $2,214 in the aggregate. These shares of Common Stock are restricted and unregistered. The Company issued the remaining $7,786 of the approximately $10 million agreed upon consideration to the Contributor in the form of 123,668 shares of the Company’s newly designated non-voting Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Stock” or “Convertible Series A Preferred Stock”). Each share of the Series A Stock is convertible into 25 shares of the Company’s Common Stock, subject to the satisfaction of certain conditions, including stockholder approval in accordance with the rules of The Nasdaq Stock Market (“Nasdaq”), which was obtained on October 12, 2017. The shares of Series A Stock do not have voting rights and are restricted and unregistered. The number of shares of Common Stock issued to the Contributor and to be issued upon conversion of the Series A Stock was determined by dividing the $10 million agreed upon value of the Contributed Assets by $2.5183, a specified price per share value which represents a 7.5% premium above the volume-weighted average price (“VWAP”) of all on-exchange transactions in the Company’s Common Stock executed on Nasdaq during the forty-three trading days prior to the trading day immediately prior to the public announcement of the transaction by the Company and the Contributor Parent, as reported by Bloomberg L.P. (the “Per Share Value”). The shares of Common Stock both issued to the Contributor and issuable upon the conversion of the Series A Stock carry certain registration rights as specified in a Registration Rights Agreement dated May 17, 2017. At the Initial Closing, the Company assumed the liabilities associated with the Contributed Properties, except that it did not assume any liabilities with respect to the Avalon Property until that property’s contribution was completed on June 26, 2017. The obligations that the Acquiror assumed at the Initial Closing include the following: Obligations of the Contributor and its affiliates under certain agreements covering the contributed properties, including an Operating Agreement of Central Valley Gas Station Development, LLC, a Delaware limited liability company, dated January 28, 2013, and all amendments thereto; and a Construction Contract dated November 19, 2014 between Central Valley Gas Stations Development, LLC, as owner and First Capital Builders, LLC, as Contractor, with respect to the project known commonly as Green Sands and Buhach Rd., Atwater, CA. Once the full interest in the Avalon Property was contributed to the Company, the Company also assumed the Operating Agreement of Avalon Jubilee, LLC, a New Mexico limited liability company dated as of May 16, 2012, and all amendments thereto; and a Development Services Agreement dated September 15, 2015 by and between UR-FC Contributed Assets, LLC, a Delaware limited liability company, as Owner, and Land Strategies, LLC, a Nevada limited liability company, as Developer, with respect to real property owned by Avalon Jubilee, LLC. As of the Initial Closing, the Company also assumed an installment note dated April 7, 2015 made by First Capital Real Estate Investments, LLC (“FCREI”) in favor of George Zambelli (“Zambelli”) in the original principal amount of $470 (the “Note”) and a Long Form Deed of Trust and Assignment of Rents dated April 7, 2015 between FCREI, as Trustor, Fidelity National Title Company, as Trustee (“Trustee”), and Zambelli, as Beneficiary (the “Deed of Trust”), which secures the Note (see also Note 12). Second Contribution Contributor Parent was also required to contribute two additional property interests valued at the agreed upon value amount of $20 million if certain conditions as set forth in the Contribution Agreement are satisfied by December 31, 2017. This second installment was mandatory under the original terms of the Contribution Agreement. As discussed below, the contribution Agreement was terminated and this second contribution did not take place. The agreement stated that Contributor Parent must contribute to the Acquirer its 100% ownership interest in a private hotel that was currently undergoing renovations to convert to a Wyndham Garden Hotel. This 265 room full service hotel was located in Amarillo, Texas and had an agreed upon value of approximately $16 million and outstanding loans of approximately $10.11 million. Before contributing the property to the Acquiror, Contributor Parent was required to resolve a lawsuit concerning ownership of the property. Only when Contributor Parent had confirmed that it was the full and undisputed owner of the property was it able to contribute that interest to the Acquiror. If the contribution was made, the Company would have been required to account for this transaction as a business combination under ASC 805, Business Combinations. On July 3, 2017, the Company and the Acquiror entered into an Agreement to Waive Second Closing Deliverables (the “Second Waiver”) with the Contributor Parties, amending the Contribution Agreement. The Contributor Parties had received an offer to purchase the Amarillo Hotel from a non-related third party. Under the Second Waiver, the Company and the Acquiror agreed to waive the requirement for the Contributor Parties to contribute to the Acquiror their 100% ownership interest in the Amarillo Hotel, and to accept in its place a contribution in cash of not less than $5.89 million from the Contributor Parties from the sale proceeds of the Amarillo Hotel, after the satisfaction of the outstanding loan, provided that the sale is completed and closed upon not later than August 31, 2017. In exchange the Contributor Parties would receive shares of stock in the Company, such amount to be calculated as set forth in the Second Waiver and Contribution Agreement. The sale of the Amarillo Hotel was not completed and closed by August 31, 2017, therefore the waiver of the requirement for the contribution of the interest in the Amarillo Hotel lapsed. On September 22, 2017, the Company and Acquiror entered into a Second Agreement to Waive Closing Deliverables (the “Second Agreement”) with the Contributor Parties, amending the Contribution Agreement. Pursuant to the terms of the Second Agreement, the Company and the Acquiror agreed to extend the date for the closing of the sale of the Amarillo Hotel until October 18, 2017, with the contribution of the funds from the sale to be made not later than October 23, 2017. In exchange the Contributor Parties would receive shares of stock in the Company, such amount to be calculated as set forth in the Contribution Agreement, as amended by the Second Waiver and the Second Agreement. If the sale of the Amarillo Hotel was not completed and closed by October 18, 2017, the waiver of the requirement for the contribution of the interest in the Amarillo Hotel would lapse. The sale was not completed. In addition, the agreement stated that Contributor Parent must contribute to the Acquiror its interest in Dutchman’s Bay and Serenity Bay (referred to as the “Antigua Resort Developments”), two planned full-service resort hotel developments located in Antigua and Barbuda in which Contributor Parent would contribute a 75% interest in coordination with the Antigua government. Serenity Bay is a planned five-star resort comprised of five contiguous parcels (28.33 acres) zoned for hotel and residential use that are planned for 246 units and 80 one, two and three-bedroom condo units. Dutchman’s Bay is a planned four star condo hotel with 180 guestrooms, 102 two bedroom condos, and 14 three bedroom villas. For the property in Antigua, Contributor Parent was required to obtain an amendment to its agreement with the government to extend the time for development of these properties and confirm that all development conditions in the original agreement with the government had been either satisfied or waived. In exchange for each of these properties, the agreement stated the Company would issue to Contributor a number of duly authorized, fully paid and non-assessable shares of the Company’s Common Stock or Series A Convertible Preferred Stock, determined by dividing the $20 million agreed upon value of that contribution by the Per Share Value. The agreement stated that shares would be comprised entirely of shares of Common Stock if the issuance had been approved by the Company’s stockholders prior to the issuance thereof and would be comprised entirely of shares of Series A Convertible Preferred Stock if such approval had not yet been obtained. The Company had determined in accordance with the updated guidance of ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business Derivatives and Hedging” Derivatives and Hedging Contracts in the Entity’s Own Equity” Optional Contribution Contributor Parent had the option to contribute either or both of two additional property interests valued at the agreed upon value of $66.5 million if certain conditions as set forth in the Contribution Agreement were satisfied by December 31, 2017. This third installment was optional in Contributor Parent’s sole discretion. As discussed below, the contribution Agreement was terminated and this optional contribution did not take place. The agreement stated that the Contributor Parent may contribute to the Acquiror its interest in a resort development project on an island just south of Hilton Head, South Carolina (“Melrose”). Contributor Parent had the property under a Letter of Intent and expected to close on the property by December 31, 2017. Melrose was valued by Contributor Parent at an agreed upon value of $22.5 million, based upon a senior lending position that Contributor Parent held under the Letter of Intent on this property. The agreement stated that the Contributor Parent also may contribute to the Acquiror a golf and surf club development project on the Baja Peninsula in Mexico (“Punta Brava”). Contributor Parent also had this property under a Letter of Intent and expected to close by December 31, 2017. Punta Brava was valued at the agreed upon value by Contributor Parent at $44 million based on Contributor Parent’s commitment of $5 million upon closing on this property, plus a commitment for an additional $5 million and a second commitment of $34 million for construction of the project. In exchange for each of these properties, the Company would issue to Contributor a number of duly authorized, fully paid and non-assessable shares of the Company’s Common Stock or Series A Convertible Preferred Stock, determined by dividing an agreed upon value of $86,450 (130% of the value of the agreed upon value of $66,500) by the Per Share Value. The shares would be comprised entirely of shares of Common Stock if the issuance had been approved by the Company’s stockholders prior to the issuance thereof and would be comprised entirely of shares of Series A Convertible Preferred Stock if such approval had not yet been obtained. In addition, the Company would issue to Contributor a five year warrant (the “Warrant”) to purchase up to 25,000,000 shares of the Company’s Common Stock at an exercise price of $3.00 per share that would vest with respect to the number of underlying shares upon the achievement of the milestone specified in the Contribution Agreement. The number of warrant shares and the exercise price would be equitably adjusted in the event of a stock split, stock combination, recapitalization or similar transaction. These optional contributions represented a potential liability to the Company as the number of shares and warrants to be issued is fixed but the market value of the shares fluctuates. It is possible that the share price could have risen to a level that upon contribution of the properties causing the Company to give consideration that exceeded the fair value of the assets acquired. This would represent a potential liability to the Company and to quantify the liability the Company has used the Black Scholes formula. The warrants also represented a potential liability in that the Company may be required to issues shares at $3 when the share price was significantly higher. To estimate the fair value of the liability associated with optionality granted to the Contributor as well as the warrant liability, Management has used the Black Scholes option pricing formula. The key input in the calculation is the assumption of how volatile the Company stock was to be over the life of the option. The more volatile the Company is expected to be, the greater its potential liability. Future volatility is unknown, as such Management had used a volatility proxy of 39.45% which equaled the average volatility of stocks in the Company’s forward looking peer group of Real Estate Development at that time. After the calculation is performed, additional factors must be considered. It is possible that despite being economically rational to contribute the properties based on the Company stock price relative to the value of the optional properties, the Contributor may not have the ability to contribute. Therefore a 50% discount was applied to the option value produced by the Black Scholes formula to arrive at final liability value for the optionality component. The warrants received a further 50% discount as they contained a vesting schedule with milestones that must be achieved by the Contributor once the property was contributed. With the expiration of the agreement on December 31, 2017, the fair value of the liability was $0. The Company has determined that the Company’s contractual obligations under the optional contributions does not constitute a derivative instrument in accordance with ASC 815-10 - Derivatives and Hedging Contracts in the Entity’s Own Equity The Company elected to early adopt ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business. The consideration for the assets acquisition as of the Initial Date consists of the following: Fair value 879,234 shares of FC Global common stock (*) $ 1,275 Fair value 123,668 shares of FC Global Series A preferred stock (*) 4,483 Fair value of financial liability related to Optional contribution (**) 857 Fair value of Warrant (***) 1,925 Fair value of asset related to future mandatory asset contribution (***) (4,175 ) Fair value of assumed note payable on acquired asset 470 Transaction costs 283 Total consideration $ 5,118 (*) Fair value of Common shares based on quoted market price on date of transaction and Fair value of preferred shares based on the number of common shares to which they can be converted on the transaction date (**) Related to Optional Contribution (***) Related to Second Contribution The fair value of the assets acquired, and liabilities assumed were based on management estimates and values, including estimates based on historical sales of similar parcels. Adjustments were applied to such historical sales and assumptions were applied to other attributes of the assets in order to estimate market value. The following table summarizes the allocation of the consideration to the assets acquired in the transaction. The allocation of aforesaid total consideration is as follows (As Restated): Investment properties $ 2,055 Investment in other company 3,245 Less: Noncontrolling interest (***) (182 ) Total assets acquired at fair value $ 5,118 Impairment of investment in other company (*) (1,439 ) Total asset value as of December 31, 2017 $ 3,679 (*) Loss from impairment was recorded amounting to $1,439 (As Restated) as part of operating expenses in the Company’s consolidated statement of comprehensive loss during the year ended December 31, 2017 (see also Note 13). (***) Attributable to the 25% noncontrolling membership interest in a limited liability company that owns a vacant land site located in Northern California The fair value of options, warrants and asset related to future mandatory asset contribution granted was estimated at the Initial Date by using the Black-Scholes option pricing model. The following are the data and assumptions used: Options Value: May 17, 2017 Dividend yield (%) 0 Expected volatility (%) 39.45 Risk free interest rate (%) 1.25 Strike price 1.93 Stock price 1.45 Probability (%) 50 Expected term of options (years) 0.62 Warrants Value: May 17, 2017 Dividend yield (%) 0 Expected volatility (%) 39.45 Risk free interest rate (%) 1.25 Strike price 3 Stock price 1.45 Probability (%) 50 Expected term of options (years) 5 Asset related to future mandatory asset contribution: May 17, 2017 Dividend yield (%) 0 Stock price 1.45 Probability (%) 70 As of December 31, 2017, neither the Secondary nor the Optional Contribution were made and the Contribution Agreement was terminated at that date. Consequently, as of December 31, 2017, the fair value of the asset contribution related to aforementioned financial instruments was reduced to $0. During the period from the closing of the Initial Date and until December 31, 2017, the Company has recognized a net loss as revaluation of the fair value of asset contribution related financial instruments in the total amount of $1,392. |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Note 6 Inventories, net: December 31, 2017 2016 Raw materials and work-in-process $ — $ 1,968 Finished goods — 5,368 Total inventories $ — $ 7,336 Less assets held for sale (*) — (7,336 ) Total inventory $ — $ — ( *) Inventory was classified as part of the assets held for sale as of December 31, 2016. In January 2017, all of the consumer inventory was sold to ICTV (see also Note 2 and 4). |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 7 Property and Equipment, net: December 31, 2017 2016 Equipment, computer hardware and software $ 320 $ 5,005 Furniture and fixtures 350 433 Leasehold improvements 112 438 782 5,876 Accumulated depreciation and amortization (777 ) (4,888 ) Total property and equipment, net $ 5 $ 988 Less Assets held for sale (*) — (911 ) Total property and equipment, net $ 5 $ 77 (*) In January 2017, the consumer division property and equipment was sold to ICTV (see also Note 2 and 4). During the years ended December 31, 2017 and 2016, depreciation expenses were $178 and $292, respectively. |
Patents and Licensed Technologi
Patents and Licensed Technologies, net | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents and Licensed Technologies, net | Note 8 Patents and Licensed Technologies, net: December 31, 2017 2016 Gross Amount beginning of period $ — $ 3,376 Disposals — (177 ) Translation differences — 36 Gross Amount end of period — 3,235 Accumulated amortization — (1,974 ) Impairment of assets (see Note 9 below) — (1,261 ) Total patents and licensed technology $ — $ — During the years ended December 31, 2017 and 2016, amortization expenses were $0 and $230, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 9 Goodwill and Other Intangible Assets: As part of the purchase price allocation for a reverse acquisition transaction in 2011, the Company recorded goodwill in the amount of $24,005 and definite-lived intangibles in the amount of $12,000. Goodwill reflects the value or premium of the acquisition price in excess of the fair values assigned to specific tangible and intangible assets. Goodwill has an indefinite useful life and therefore is not amortized as an expense but is reviewed annually for impairment of its fair value to the Company. Activity in goodwill during the year ended December 31, 2016 was as follows: Balance at January 1, 2016 $ 3,581 Disposal on sale of assets (1,039 ) Impairment of goodwill (2,257 ) Translation differences (285 ) Balance at December 31, 2016 $ — The fair value of Goodwill associated with the operating and reporting units were estimated using a combination of Income and Market Approach methodologies to valuation. The Income method of valuation explicitly recognizes the current value of future economic benefits developed by discounting future net cash flows to their present value at a rate that reflects both the current return requirements of the market and the risks inherent in the market. The Market approach measures the value of an asset through the analysis of recent sales or offerings of comparable property. The Company’s business was organized into three operating and reporting units which are defined as Consumer, Physician Recurring, and Professional Equipment. During the third quarter of 2016, we recorded goodwill and other intangible asset impairment charges of $3,518, as we determined that a portion of the value of the Company’s goodwill and other intangible assets was impaired in connection with the then pending transaction with ICTV Brands, Inc. (See also Note 1). The Company recorded an impairment of the entire remaining balance of Consumer segment goodwill in the amount of $2,257 and recorded the impairment of the Consumer segment of the intangibles for its licensed technology in the amount of $1,261. During the year ended December 31, 2016 the Company derecognized an amount of $1,039 of goodwill related to the Physician Recurring segment in connection with the asset sale of the Neova product line. All such impairment changes are included in discontinued operations. |
Accrued Compensation and relate
Accrued Compensation and related expenses | 12 Months Ended |
Dec. 31, 2017 | |
Compensation Related Costs [Abstract] | |
Accrued Compensation and related expenses | Note 10 Accrued Compensation and related expenses: December 31, 2017 2016 Accrued payroll and related taxes $ 453 $ 262 Accrued vacation 14 66 Accrued commissions and bonuses (*) — 3,701 Total accrued compensation and related expense $ 467 $ 4,029 (*) The amount related to the obligation the Company had in connection with the Payout Notes Holders as of December 31, 2016. On December 22, 2017, the then outstanding payout notes were converted into shares of common stock of the Company (see also Note 14). |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Accrued Liabilities | Note 11 Other Accrued Liabilities: December 31, 2017 2016 Accrued taxes, including liability for unrecognized tax benefit, (see also Note 15) $ 1,549 $ 1,606 Other accrued liabilities 901 4,417 Total other accrued liabilities $ 2,450 $ 6,023 |
Note payable
Note payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Note payable | Note 12 Note payable: Following the Initial Closing of the Interest Contribution Agreement (see also Note 5), the Company assumed an installment note dated April 7, 2015 made by the Contributor in favor of George Zambelli (“Zambelli”) in the original principal amount of $470 (the “Note”) and a Long Form Deed of Trust and Assignment of Rents dated April 7, 2015 between FCREI, as Trustor, Fidelity National Title Company, as Trustee (“Trustee”), and Zambelli, as Beneficiary (the “Deed of Trust”), which secures the Note. The Note carries a per annum interest rate of 8% which is payable on a monthly basis from the Initial Closing. As of December 31, 2017, the Note amounted to $459 ($454 out of which is classified as non-current note payable) and has a maturity date of April 10, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 Commitments and Contingencies: Leases The Company has entered into a non-cancelable operating lease agreement for real property which expires on December 31, 2018. Rent expense was $188 and $550 for the years ended December 31, 2017 and 2016 respectively. The future annual minimum payment under this lease, relating to the Company’s continuing operations are as follows: Year Ending December 31, 2018 $ 70 As a result of the sale of the Consumer Products division to ICTV Brands, the Company no longer had a need for certain of its leased properties, including the facilitates located in the United Kingdom and in Israel. In connection with the Transition Services Agreement entered into between the Company and ICTV, the Company maintained certain of its leased properties for a specified period of time to allow ICTV to transition its operations to its own facilities. Leases that expired during that transition period were not renewed. As of December 31, 2017, the Company terminated the leases in Israel and entered into an early surrender agreement for the United Kingdom facility that was consummated on October 17, 2017. Litigations JFURTI The Company is a party to JFURTI, LLC, et al v. Suneet Singal, et al, filed in the United States District Court for the Southern District of New York. The suit names as defendants Suneet Singal, an officer of various First Capital companies as well as the Company’s former Chief Executive Officer and former member of the Company’s Board of Directors,, Frank Grant and Richard Leider, board members of First Capital Real Estate Investments, LLC, First Capital Real Estate Advisors, LP, Presidential Realty Corporation, Presidential Realty Operating Partnership, Downey Brand LLP and now the Company (under its previous name, PhotoMedex Inc.), as well as nominal derivative defendants First Capital Real Estate Trust Incorporated and First Capital Real Estate Operating Partnership, L.P. Mr. Leider is also on the Board of Directors of the Company. The suit is the ninth filed by Jacob Frydman and/or JFURTI, LLC in a dispute between the plaintiffs and the First Capital group of companies, which entered into a series of agreements with Mr. Frydman beginning in September 2015. Mr. Frydman had founded, sponsored, and taken public United Realty Trust Incorporated, a Real Estate Investment Trust (“REIT”). Mr. Frydman was the CEO and Chairman of the REIT as well as the owner of various other United Realty branded companies affiliated with the REIT business. In September 2015, Mr. Frydman and Mr. Singal negotiated and agreed to a transaction between various First Capital branded companies, on the one hand, and the United Realty branded companies affiliated with the REIT business, on the other hand, as a result of which the REIT was rebranded as the Contributor Parent. After the September 2015 transaction was concluded, several disputes arose between the parties. This suit is the ninth action brought by Mr. Frydman in state and federal courts relating to these disputes, and the second attempt by Mr. Frydman and JFURTI to bring federal claims derivatively in this Court against First Capital entities and other parties. The first action, titled JFURTI, LLC and Jacob Frydman v. Forum Partners Investment Management LLC et al., No. 16 Civ. 8633 (the “Prior Action”), commenced on November 7, 2016 and asserted, inter alia, derivative RICO and securities fraud claims. The Court dismissed the action in a decision and order dated April 27, 2017. Following dismissal of the Prior Action, Mr. Frydman sent letters to each member of the Contributor Parent’s Board of Directors (the “Demand Letter”) demanding that the Board investigate and remediate the dissipation of assets as alleged by plaintiffs. In particular, the Demand Letter questioned (i) a letter of intent with Presidential Realty Corporation, or Presidential, announced in an 8K filed by First Capital REIT on or about July 18, 2016; (ii) First Capital REIT’s use of funds raised between September 15, 2015 and February 28, 2016; (iii) an interest contribution agreement with Presidential entered into on or about December 16, 2016; (iv) the Contributor Parent’s failure to file quarterly and annual reports; (iv) an interest contribution agreement entered into on March 31, 2017 with PhotoMedex; and (v) other purportedly fraudulent acts such as publishing an artificially inflated NAV, defaulting on certain mortgage loans, misrepresentations by Singal with respect to certain properties contributed to the REIT through the Master Agreement executed on September 15, 2015, and various loan agreements with Forum Partners Investment Management LLC, or Forum. The Demand Letter also demanded inspection of certain corporate documents pursuant to Md. Code § 2-512. The Contributor Parent commenced such an investigation, and offered such an inspection, but Mr. Frydman and JFURTI failed to wait for the results of the investigation or make any inspection, and instead brought suit in the same court as the Prior Action. The suit alleges, among other claims, violations of § 10(b) of the Exchange Act and Rule 10b-5 (1) against Mr. Singal and First Capital Real Estate Investments LLC for misrepresentations in connection with the Master Agreement entered into on September 15, 2015 and related agreements; (2) against Downey Brand for failure to file certain deeds; (3) against First Capital defendants (except Grant and Leider), Forum defendants, and Presidential defendants for a fraudulent scheme to sell Contributor Parent assets to Presidential; and (4) against First Capital defendants, the Forum defendants, and the Company for the transfer of First Capital REIT and First Capital OP assets to the Company in exchange for allegedly worthless shares. There are also claims under state law for common law fraud, conversion, fraudulent conveyance, waste and mismanagement, accounting, injunctive relief, and violation of Cal. Bus. & Prof. Code § 17-200. Many of the claims asserted in the Complaint, including the securities fraud claims, were never raised in the Demand Letter, as required by law. The suit seeks damages against all defendants for the failure of the REIT to respond to the Demand Letter, and an injunction against the sale of the assets to the Presidential defendants. The parties submitted a motion for an order (i) staying all proceedings in this action for 60 days, or until the end of 2017, and (ii) extending the defendants time to respond to the complaint, or to make a motion with respect to the complaint, until 45 days after First Capital REIT’s response to the Demand Letter. The Court granted that motion on October 31, 2017. Upon completion of their investigation, the Contributor Parent provided a response to the Demand Letter, denying all claims made in the letter. A Motion to Dismiss this action has now been filed with the Court on behalf of all plaintiffs. The Company intends to defend itself vigorously against this suit. At this time, the amount of any loss, or range of loss, cannot be reasonably estimated as the case has only been initiated and no discovery has been conducted to determine the validity of any claim or claims made by plaintiffs. Therefore, the Company has not recorded any reserve or contingent liability related to these particular legal matters. However, in the future, as the cases progress, the Company may be required to record a contingent liability or reserve for these matters. DSKX On February 19, 2016, the Company and its subsidiaries entered into Agreements and Plans of Merger and Reorganization with DS Healthcare Group, Inc. and its subsidiaries (“DSKX”), under which DSKX would acquire the Company’s subsidiaries Radiancy, Inc. and PhotoMedex Technology, Inc. in exchange for shares of stock in DSKX as well as cash payments and notes for future cash payments. Subsequent to the signing of those Agreements, on March 23, 2016, after discussion with its independent registered public accounting firm, DSKX concluded that the unaudited condensed consolidated financial statements of DSKX for the two fiscal quarters ended June 30, 2015 and September 30, 2015 should no longer be relied upon because of certain errors in such financial statements. Also, DSKX reported that its audit committee, consisting of all members of its board of directors other than Daniel Khesin (at the time DSKX’s President and Chairman of the Board and a member of its board of directors), had engaged independent counsel to conduct an investigation regarding certain transactions involving Mr. Khesin and other individuals; the committee’s investigation had begun earlier in February. The board also reported that it had terminated the employment of Mr. Khesin as DSKX’s president and as an employee of DSKX, and also terminated Mr. Khesin’s employment agreement, dated December 16, 2013, for cause. The Company was not advised of this investigation during its negotiations with DSKX or after signing the Merger Agreements until the evening of March 21, 2016. On April 12, 2016, the Company sent a Reservation of Rights letter to DSKX. The Notice states that, based upon the disclosures set forth in DSKX’s Current Report on Form 8-K filed on March 23, 2016 and subsequent press releases and filings by DSKX with the United States Securities and Exchange Commission (collectively, the “DSKX Public Disclosure”), DSKX is in material breach of various representations, warranties, covenants and agreements set forth in the Agreements; had failed to provide to the Company the information contained in the DSKX Public Disclosures during the discussions relating to the negotiation and execution of the Agreements; and continues to be in material breach under the Agreements. As a result, the conditions precedent to the closing of these transactions as set forth in the Agreements may not be able to occur. The Notice also declares that the Company reserves all its rights and remedies under the Agreements, including, without limitation, the right to terminate the Agreements and collect a termination fee from DSKX of $3 million. The Notice further asserts that the Company regards certain provisions of the Agreements to have been waived by DSKX and to no longer be in effect, including the non-solicitation and no-shop provisions, negative covenants, and termination events, as applicable solely to the PHMD Group, as well as the payment of any termination fee by PHMD to DSKX. Finally, the Notice provided that the Company has the right to terminate the Agreements to pursue, consider and enter into any acquisition proposal or other transaction without the payment of fees and expenses to DSKX. On May 27, 2016, the Company and its subsidiaries Radiancy, Inc., an indirectly wholly-owned subsidiary of the Company (“Radiancy”), and PhotoMedex Technology, Inc., a wholly-owned subsidiary of the Company (“P-Tech”), terminated: (a) the Agreement and Plan of Merger and Reorganization, dated as of February 19, 2016 (the “Radiancy Merger Agreement”), among the Company, Radiancy, DS Healthcare Group, Inc. (“DSKX”) and PHMD Consumer Acquisition Corp., a wholly-owned subsidiary of DSKX (“Merger Sub A”), and (b) the Agreement and Plan of Merger and Reorganization, dated as of February 19, 2016 (the “P-Tech Merger Agreement” and together with the Radiancy Merger Agreement, the “Merger Agreements”), among the Company, P-Tech, DSKX, and PHMD Professional Acquisition Corp., a wholly-owned subsidiary of DSKX (“Merger Sub B”). Pursuant to the Merger Agreements, Radiancy was to merge with Merger Sub A, with Radiancy as the surviving corporation in such merger, P-Tech was to merge with Merger Sub B, with P-Tech as the surviving corporation in such merger, and DSKX was to become the holding company for Radiancy and P-Tech. Given the material breaches identified in the Company’s notice to DSKX, and other disclosures and communications by DSKX, in connection with the Company’s termination of the Merger Agreements and pursuant to their terms, the Company sought to recover a termination fee of $3.0 million, an expense reimbursement of up to $750, and its liabilities and damages suffered as a result of DSKX’s failures and breaches in connection with each of the Merger Agreements. On May 27, 2016, the Company, Radiancy and P-Tech filed a complaint in the U.S. District Court for the Southern District of New York alleging breaches of the Merger Agreements by DSKX and seeking the damages described in the foregoing sentence. On August 1, 2016, DSKX filed its answer to the complaint, denying the allegations stated in the complaint and alleging its own counterclaims including, among others, the Company’s alleged failure to disclose the Mouzon and Cantley cases filed against Radiancy. On June 23, 2017, the Company and its subsidiaries, Radiancy, Inc. (“Radiancy”) and PhotoMedex Technology, Inc. (“P-Tech”), entered into a Confidential Settlement and Mutual Release Agreement (the “DS Settlement Agreement”) with DS Healthcare Group, Inc. (“DSKX”) and its subsidiaries, PHMD Consumer Acquisition Corp. and PHMD Professional Acquisition Corp. The terms of the DS Settlement Agreement are confidential. According to the DS Settlement Agreement the parties dismissed the suit between them with prejudice on June 23, 2017. The amount under this settlement agreement was recorded under discontinued operation. Linda Andrews During 2016, Linda Andrews, an alleged user of the no!no! Hair device, filed a product liability claim against the Company, its subsidiary Radiancy, Inc., and Dr. Dolev Rafaeli, in the United States District Court for the Middle District of Florida, Orlando Division, alleging that use of the device had caused a relapse of and complication to a pre-existing medical condition resulting from her treatment for cancer. The complaint alleged, among other claims, that Radiancy failed to provide adequate warnings regarding the operation of the device. The Company and Dr. Rafaeli filed a motion to dismiss the claims against them; Radiancy filed an answer to the Complaint. Ms. Doe then sought leave to amend her complaint to clarify the claims; the Company, Radiancy and Dr. Rafaeli filed appropriate responses and renewed the motion to dismiss the claims against the Company and Dr. Rafaeli. On June 22, 2017, the United States District Court for the Middle District of Florida, Orlando Division, dismissed the Company and Dr. Dolev Rafaeli, its former Chief Executive Officer, from the case of Linda Andrew v. Radiancy, Inc.; the Company (under the name PhotoMedex, Inc.); and Dr. Rafaeli. Ms. Andrew had filed a product liability suit alleging damages from her use of a no!no! hair device. The claims against the Company and Dr. Rafaeli were dismissed without prejudice. The Company’s subsidiary, Radiancy, Inc., entered into a settlement with Ms. Andrews in 2017; the terms of the settlement are confidential. Other litigation The Company and certain subsidiaries are, and have been, involved in other miscellaneous litigation and legal actions, including product liability, consumer, commercial, tax and governmental matters, which can arise from time to time in the ordinary course of our business. The Company believes that these other litigations and claims will likely be resolved without a material effect on our consolidated financial position, results of operations or liquidity. However, litigation and legal actions are inherently unpredictable, and excessive verdicts can result in such situations. Although the Company believes it has or will have substantial defenses in these matters, it may, in the future, incur judgments or enter into settlements of claims that could have a material adverse effect on results of operations in a particular period. Avalon (As Restated) On January 12, 2018, we received a copy of a complaint, dated November 17, 2017, that was filed by Alpha Alpha, LLC in the Thirteenth Judicial District Court in the County of Valencia in the State of New Mexico against Avalon Jubilee, LLC, the holding company that owns the property in Los Lunas, New Mexico, HiTex, LLC, MCBB, LLC, Land Strategies, LLC, Ronald R. Cobb and John Does 1–5. The suit asks the court to, among other things, determine whether there have been unauthorized transfers of interest in Avalon Jubilee LLC; and declare who are the holders of interests in Avalon Jubilee LLC. Although the complaint does not name the Company or any of its subsidiaries or specifically question the Company’s interest in Avalon Jubilee LLC, it raises questions about whether the transfers of interest leading to our acquisition of our interest in Avalon Jubilee LLC (under the Contribution Agreement described in Note 5) were properly made in accordance with the Avalon Jubilee operating agreement. The Company has begun an internal investigation into this matter and will disclose the results of that investigation once it has been completed. Although neither our company nor any of its subsidiaries is a party to litigation regarding this matter, we recognized an impairment expense of $1,439 (As Restated) to account for our estimate of the impact that such litigation may have on the operations and fair value of the underlying asset. Registration Rights Agreement with Party to the Purchase Agreement As discussed in Note 14, as a condition to the first closing under the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which the Company agreed to register all shares of Common Stock that may be issued upon conversion of the Series B Preferred Stock (the “Registrable Securities”) under the Securities Act of 1933, as amended (the “Securities Act”). The Company agreed to file a registration statement covering the resale of such Registrable Securities within 30 days of the first closing and cause such registration statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than 120 days following the filing date if such registration statement is filed on Form S-3 or 150 days if such registration statement is filed on Form S-1. If such registration statement is not filed or declared effective by the Securities and Exchange Commission on or prior to such dates, or if after such registration statement is declared effective, without regard for the reason thereunder or efforts therefor, such registration statement ceases for any reason to be effective for more than an aggregate of 30 trading days during any 12-month period, which need not be consecutive, then in addition to any other rights the holders of Series B Preferred Stock may have under the Registration Rights Agreement or under applicable law, the Company shall pay to each holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the product obtained by multiplying (x) the Series B Original Issue Price by (y) the number of shares of Registrable Securities held by the holder (such product being the “Investment Amount”); provided that, in no event will the Company be liable for liquidated damages in excess of 1% of the Investment Amount in any single month and that the maximum aggregate liquidated damages payable to the holders under the Registration Rights Agreement shall be 10% of the Investment Amount. On January 23, 2018, the Company filed a registration statement on Form S-3 to register the shares issued to OFI in the first closing. OFI waived its right to liquidated damages in connection with the late filing of such registration statement. Registration Rights Agreements with Payout Note Holders As discussed in Note 14, the Payout Notes were convertible into shares of common stock and the Company agreed to register the shares underlying the Payout Notes within thirty (30) days of issuance with best efforts to cause the registration statement covering such shares to become effective within one-hundred twenty (120) days of issuance. On November 14, 2017, the Company filed a registration statement on Form S-3 (the “First Registration Statement”) to register all shares that may be issued upon conversion of the Payout Notes, which was subsequently amended to include the Payout Shares issued under the Stock Grant Agreement. In connection with the Stock Grant Agreement, the Company entered into a registration rights agreement (the “Payout Registration Rights Agreement”) with the Note Holders, pursuant to which the Company agreed to register the shares of common stock under the Additional Shares under the Securities Act. The Company agreed to file a registration statement covering the resale of the Additional Shares within 30 days of the Stock Grant Agreement and cause such registration statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than 120 days following the filing date if such registration statement is filed on Form S-3 or 150 days if such registration statement is filed on Form S-1. If such registration statement is not filed or declared effective by the Securities and Exchange Commission on or prior to such dates, or if after such registration statement is declared effective, without regard for the reason thereunder or efforts therefor, such registration statement ceases for any reason to be effective for more than an aggregate of 30 trading days during any 12-month period, which need not be consecutive, then in addition to any other rights the Note Holders may have under the Payout Registration Rights Agreement or under applicable law, the Company shall pay to each Note Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the product obtained by multiplying (x) $1.00 by (y) the number of shares of Common Stock held by the Note Holder included in the registration statement (such product being the “Payout Investment Amount”); provided that, in no event will the Company be liable for liquidated damages in excess of 1% of the Payout Investment Amount in any single month and that the maximum aggregate liquidated damages payable to the Note Holders under the Payout Registration Rights Agreement shall be 10% of the Payout Investment Amount. The registration rights provision contained in the Payout Notes was incorporated by reference into the Payout Registration Rights Agreement, except that the Note Holders waived the breach by the Company for failure to timely file the First Registration Statement and agreed that they are not entitled to liquidated damages as a result of such failure. Under the Payout Registration Rights Agreement, the Note Holders are entitled to liquidated damages if the First Registration Statement is not declared effective within 120 days following the date of the Payout Notes, but the Note Holders subsequently agreed to waive their rights to such liquidated damages until April 20, 2018. On January 23, 2018, the Company filed a registration statement on Form S-3 for the Additional Shares. The Note Holders waived their rights to liquidated damages in connection with the late filing of such registration statement and in connection with the effectiveness deadline for such registration statement until April 20, 2018. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 14 Stockholders’ Equity: Common Stock The Company’s common stock confer upon their holders the following rights: ■ The right to participate and vote in the Company’s stockholder meetings, whether annual or special. Each share will entitle its holder, when attending and participating in the voting in person or via agent or letter, to one vote; ■ The right to a share in the distribution of dividends, whether in cash or in the form of bonus shares, the distribution of assets or any other distribution pro rata to the par value of the shares held by them; ■ The right to a share in the distribution of the Company’s excess assets upon liquidation pro rata to the par value of the shares held by them. Convertible Series A Preferred Stock The terms of the Convertible Series A Preferred Stock are governed by a certificate of designation, or the Series A Certificate of Designation, filed by the Company with the Nevada Secretary of State on May 15, 2017. Pursuant to the Series A Certificate of Designation, the Company designated 3,000,000 shares of the Company’s preferred stock as Series A Convertible Preferred Stock. As more fully described in Note 5, the Company issued 123,668 shares of Convertible Series A Preferred Stock in connection with the Contribution Agreement. Following is a summary of the material terms of the Series A Convertible Preferred Stock: ■ Liquidation - ■ Voting - ■ Conversion - ■ Dividends Redeemable Convertible Series B Preferred Stock Convertible Series B preferred stock confer upon their holders all the rights of Common Stock. As more fully described below, the Company issued 1,500,000 shares of Redeemable Convertible series B Preferred Stock in connection with the Securities Purchase Agreement. In addition, based on the Company’s Certificate of Designation, the Series B Shares bear the following rights and privileges: ■ Liquidation Preference - As of December 31, 2017, the aggregate liquidation preference amounted to $1,503. The foregoing dollar amount does not include dividends, as the Company's Board of Directors has not declared any dividends since inception. ■ Voting - ■ Conversion - ■ Redemption – Reverse Split and Retroactive Adjustment of Shares and Per Share Information On September 7, 2016, the Company’s Board of Directors approved a reverse stock split in a ratio of 1-for-5 (the “2016 Reverse Split”). The amount of authorized Common Stock as well as the par value for the Common Stock were not effected. Any fractional shares resulting from the 2016 Reverse Split were rounded up to the nearest whole share. All common stock, stock warrants, stock options and per share amounts set forth herein are presented to give retroactive effect to the 2016 Reverse Split for all periods presented. Change of Authorized Shares On October 19, 2017, the Company filed Amended and Restated Articles of Incorporation to among the other things, increase in the number of authorized shares of common stock, $.01 par value per share, of the Company from 50,000,000 shares to 500,000,000 million shares and increase the number of authorized shares of preferred stock, $.01 par value per share, of the Company from 5,000,000 shares to 50,000,000 shares. Contribution Agreement As discussed in Note 5, upon the Initial Closing of the First Contribution, the Company issued to the Contributor 879,234 duly authorized, fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share and 123,668 shares of the Company’s newly designated non-voting Series A Convertible Preferred Stock, par value $0.01 per share for certain Contributed Properties. Payout Notes Following the Initial Closing of the First Contribution under the Contribution Agreement (see also Note 5), amounts due to Dr. Dolev Rafaeli, the Company’s former Chief Executive Officer and Dennis McGrath, the Company’s former Chief Financial Officer under their employment agreements, as well as amounts due to Dr. Yoav Ben-Dror for his services as a board member of the Company’s foreign subsidiaries, were to be converted to convertible secured notes (the “Payout Notes”) after approval from the Company’s stockholders. The Payout Notes would be due one year after the stockholder approval and carry a 10% interest rate. The principal would convert to shares of the Company’s Common Stock at the lower of (i) the Per Share Value or (ii) the VWAP with respect to on-exchange transactions in the Company’s Common Stock executed on the NASDAQ during the 30 trading days prior to the maturity date as reported by Bloomberg L.P.; provided, however, that the value of the Company’s Common Stock should in no event be less than $1.75 per share. The Payout Notes would be secured by a security interest in all assets of the Company; provided, however, that such security interest would be subordinated to any (i) claims or liens to the holders of any debt (including mortgage debt) being assumed by the Company as a result of the transaction contemplated by the Agreement, and (ii) all post-closing indebtedness incurred by the Company or its subsidiaries. The holders of the Payout Notes would have registration rights which would require the filing of a re-sale registration statement on appropriate form that registers for re-sale the shares of Common Stock underlying the Payout Notes within thirty (30) days of issuance with best efforts to cause the same to become effective within 120 days of issuance. The form of those Payout Notes was agreed to at the time of signing of the Contribution Agreement and was attached as an exhibit thereto. In connection with the Payout Notes, the parties also agreed to a form of security agreement (the “Security Agreement”), which was also attached as an exhibit to the Contribution Agreement. On October 12, 2017, following approval by the Company’s stockholders, the Company issued a secured convertible promissory notes (the “Payout Notes”) to Dr. Dolev Rafaeli, the Company’s former Chief Executive Officer, Dennis M. McGrath, the Company’s former President and Chief Financial Officer, and Dr. Yoav Ben-Dror, the former director of the Company’s foreign subsidiaries (collectively, the “Note Holders”) in the principal amounts of $3,134, $978 and $1,515, respectively. The Payout Notes were due on October 12, 2018, carried a 10% interest rate, payable monthly in arrears commencing on December 1, 2017 (each such payment, a “Monthly Interest Payment” and each date of such payment, an “Interest Payment Date”), and were convertible into shares of the Company’s Common Stock at maturity. The Payout Notes were secured by a security interest in all of the properties, assets and personal property of the Company (the “Security Agreement”). On December 22, 2017, the Company and the Note Holders entered into a stock grant agreement (the “Stock Grant Agreement”) to cause the early conversion of the Payout Notes into an aggregate of 5,628,291 shares of the Company’s Common Stock (the “Payout Shares”), valued at $5,626 based on the quoted share price in the market for our common stock on December 22, 2017, and to effectuate the release of all security interests associated with the Payout Notes. Pursuant to the Stock Grant Agreement, the Company also agreed to provide for the issuance of an aggregate of 1,857,336 additional shares of Common Stock to the Note Holders as consideration for the various agreements of the Note Holders contained in the Stock Grant Agreement (the “Additional Shares”), subject to stockholder approval. In addition, as promptly as possible following entry into the Stock Grant Agreement, the Company is required to file a proxy statement and hold a special meeting of its stockholders to authorize and approve the issuance of the Additional Shares. As of December 31, 2017, a proxy statement was not filed, and special meeting of the stockholders has not been held. Therefore, during the year ended December 31, 2017, no expenses have been recorded in connection with the Additional Shares. Pursuant to the Stock Grant Agreement, the Company also agreed to make 12 monthly payments on the first of each month commencing on January 1, 2018 in the amounts of $21, $7 and $10 to Messrs. Rafaeli, McGrath, and Ben-Dror, respectively (collectively, the “Cash Payments”). The Cash Payments equal to the interest payments that would have been made to the Note Holders absent the conversion of the Payout Notes and are consideration for certain consulting services provided by the Note Holders specified in the Stock Grant Agreement. In addition, Dr. Dolev Rafaeli and Dennis M. McGrath resigned from the Board of Directors of the Company effective upon the last to occur of (i) receipt of all of the Payout Shares and all of the Additional Shares, (ii) receipt of all of the Cash Payments (either in accordance with the schedule provided in the Stock Grant Agreement or, at the Company’s option, in one lump sum on an accelerated basis), and (ii) the date that the Payout Shares and the Additional Shares have been registered for re-sale in accordance with the Payout Registration Rights Agreement. In connection with the Stock Grant Agreement, the Security Agreement was automatically terminated. Shares to former Chief Executive Officer On December 22, 2017, Mr. Suneet Singal resigned from his position as Chief Executive Officer of the Company, effective as of January 2, 2018. In connection with such resignation, on December 22, 2017, the Company and Mr. Singal entered into a separation agreement (the “Agreement”), pursuant to which Mr. Singal agreed to resign and the Company agreed to issue to Mr. Singal 1,000,000 shares of the Company’s Common Stock, 333,333 shares of which will vest immediately, 333,333 shares of which will vest upon the first anniversary of the Agreement, and 333,334 shares of which will vest upon the second anniversary of the Agreement. Since the aforesaid shares of common stock were agreed to have been granted to Mr. Singal as a result of his resignation from the Chief Executive Officer position and Mr. Singal has no obligation to render service in the future with respect to the additional Shares, the Company has recognized an amount of $910 as part of the general and administrative expenses in the consolidated statement of comprehensive loss. The amount was determined based on the quoted share price in the market as of the December 22, 2017. Securities Purchase Agreement On December 22, 2017, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Opportunity Fund I-SS, LLC, a Delaware limited liability company (the “Investor”), under which the Investor may, but is not obligated to, invest up to $15 million in the Company in a series of closings over a period prior to December 31, 2018, in exchange for which the Investor will receive shares of the Company’s newly designated Redeemable Convertible Series B Preferred Stock (“Series B Shares) at a purchase price of $1.00 per share (the “Option”). On December 22, 2017 (the “Initial Date”), the Company and the Investor completed the first closing under the Purchase Agreement, pursuant to which the Investor exercised a portion of the Option and provided $1,500 to the Company in exchange for 1,500,000 shares of Series B Shares. Proceeds from any subsequent closings must be used to invest in Income Generating Properties (as that term is defined in the Purchase Agreement) that have been approved by the Company’s Board of Directors or as otherwise agreed to between the Company and the Investor in writing prior to such subsequent closings. Under ASC 480, “Distinguishing Liabilities from Equity” preferred stock that is not redeemable or is redeemable solely at the option of the issuer shall be included in stockholders’ equity. If the instrument meets any of the following criteria, mezzanine classification between liabilities and stockholders’ equity would be required: ■ it is redeemable at a fixed or determinable price on a fixed or determinable date or dates ■ it is redeemable at the option of the holder; or ■ It has conditions for redemption which are not solely within the control of the issuer, such as stocks which must be redeemed out of future earnings In addition, per ASC 480, deemed liquidation events that require (or permit at the holders options) the redemption of only one or more of a particular class of equity instrument for cash or other assets cause those instruments to be considered contingently redeemable and therefore, subject to mezzanine classification. Since the Series B Shares have conditional redemption provisions which are outside of the control of the Company and also contain a deemed liquidation preference, the Series B Shares were classified as mezzanine financing at their initial fair value at the Initial Date. Subsequent measurement is unnecessary if it is not probable that the instrument will become redeemable. If it is probable that the equity instrument will become redeemable the following measurement methods shall be applied in accordance with either of the following methods and shall be applied in a consistent manner: ■ Accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method. Changes in the redemption value are considered to be changes in accounting estimates. ■ Recognize changes in the redemption value (for example, fair value) immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the instrument. Under ASC 480, the aforementioned written call Option is considered freestanding, as the Company believes it is legally detachable and separately exercisable. As the option is exercisable for shares subject to possible redemption at the option of the holder, as of the Initial Date, the Option was measured at fair value in total amount of $5,584 and recorded as a non-current financial liability on the consolidated balance sheet as of December 31, 2017. Excess of the initial value of the option liability over the proceeds received, amounting to $4,084, was charged immediately into the consolidated statement of comprehensive loss as financing expenses. As such, there were no residual proceeds to allocate to the Series B preferred shares at the Initial Date. The Option is marked to market in each reporting period when changes in the fair value of the Option are charged into statement of comprehensive loss. Consequently, during the year ended December 31, 2017, the Company recorded finance income of $1,194 related to change in the fair value of the instrument during the period from the Initial Date through December 31, 2017. In addition, the Company has incurred direct and incremental issuance costs amounting to $42 which were charged immediately into the consolidated statement of comprehensive loss as finance expenses, as the Option was presented at fair value at the Initial Date. On December 22, 2017, each Series B Share was convertible into 1.24789 shares of common stock valued at $1.00 per share. As a result, Beneficial Conversion Feature (the “BCF”) amounting to approximately $372 was measured assuming full conversion. However, the conversion of the Preferred Stock is subject to certain contingencies, which impact the timing and amount of the BCF. As of December 31, 2017, the Company should record a BCF for the Preferred Stock for any shares convertible at that time without requiring stockholder approval through the planned proxy statement. However, as no residual proceeds were allocable to the Series B Shares, no BCF was recognized at December 31, 2017. The fair value of the Option was based on management estimates and values derived from a calculation to provide an approximate indication of value. The fair value of Option was estimated at the Initial Date and December 31, 2017 by using hybrid method that includes scenario of conversion and scenario liquidation and the Black-Scholes option pricing model. In the first scenario, the Series B Preferred Stock price applied in the model was assumed based on the as-converted price on the date of estimation. Expected volatility was estimated by using a group of peers in the real estate development, homebuilding and income-producing properties sectors, and applying a 75% percentile ranking based on the total capitalization of the Company. In the second scenario, the option was estimated based on the value of the option in a proposed liquidation scenario. A probability weighting was applied to determine the expected value of the option. The following are the key underlying assumptions that were used: Option Value: December 22, December 31, Dividend yield (%) 0 0 Expected volatility (%) 36.9 36.9 Risk free interest rate (%) 1.72 1.74 Strike price 1.00 1.00 Series B Preferred Stock price 1.24 1.13 Probability of if-converted scenario (%) 90 90 Probability assumed liquidation scenario (%) 10 10 Expected term of Option (years) 1.0 1.0 In the absence of voluntary conversion and assuming no breaches as described above under “ Redemption” The table below summarizes the change in the mezzanine financing during the year ended December 31, 2017: December 31, 2017 Opening balance $ — Proceeds from issuance of Series B Shares 1,500 Recognition of written call Option as a discount of Series B Shares (1,500 ) Amortization of discount 84 Accretion of cumulative dividend 3 Closing balance $ 87 In addition, upon the Purchase Agreement, the Company agreed the following: ■ To nominate two directors to the Company’s Board of Directors upon request of the Investor (see also Note 17). ■ So long as the shares of Series B Shares purchased by the Investor are outstanding, the Company’s debt (as defined by U.S. generally accepted accounting principles) shall not exceed 45% of its fixed assets without the prior written consent of the Requisite Holders. As of December 31, 2017, the covenant has been met by the Company. ■ Subject to stockholder approval, to amend the Certificate of Designation for the Company’s Series A Shares to change the conversion price from $2.5183 to $1.12024 such that each share of Series A Share will be initially convertible into 56.2 shares of Common Stock instead of 25 shares of Common Stock. The above inducement is considered as modification for which the fair value of the Series A Shares shall be measured pre-and post-modification subject to the stockholders’ approval. Should the fair value change by greater than 10% as a result of the modification, any original Series A Shares will be considered extinguished with the incremental value reflected in expense. Should the modification not result in a greater than 10% change, the modification of the conversion feature for the Series A Shares will be treated analogous to modification for stock compensation arrangements. Any incremental value, will be recorded as a deemed dividend to the Series A Shareholders. As of December 31, 2017, the stockholders’ approval has not been taken place. Common Stock Options The Company has a Non-Employee Director Stock Option Plan. This plan has authorized 74,000 shares; of which 2,135 shares had been issued or were reserved for issuance as awards of shares of common stock, and 12,079 shares were reserved for outstanding stock options. As of December 31, 2017 the number of shares available for future issuance pursuant to this plan is 71,865. In addition, the Company has a 2005 Equity Compensation Plan (“2005 Equity Plan”) which has authorized 1,200,000 shares, of which 467,328 shares had been issued or were reserved for issuance as awards of shares of common stock, and 143,815 shares were reserved for outstanding options. There are no further shares available for future issuance pursuant to this plan. A summary of stock option transactions under the Non-Employee Director Stock Option Plan and the 2005 Equity Plan during the years ended December 31, 2017 and 2016 were as follows: Number of Stock Options Weighted Average Exercise Price Outstanding at December 31, 2015 150,138 67.99 Granted — — Exercised — — Expired/cancelled (15,988 ) 82.26 Outstanding at December 31, 2016 134,150 $ 85.22 Granted — — Exercised — — Expired/cancelled (133,150 ) 91.43 Outstanding at December 31, 2017 1,000 $ 75.00 Exercisable at December 31, 2017 800 $ 75.00 A summary of non-vested restricted stock during the years ended December 31, 2017 and 2016, were as follows: Shares of restricted stock Weighted Average Grant-Date Fair Value Non-vested at December 31, 2015 258,572 10.57 Granted — — Vested/cancelled (129,211 ) 10.04 Non-vested at December 31, 2016 129,361 11.11 Granted — — Vested/cancelled (122,861 ) 14.69 Non-vested at December 31, 2017 6,500 9.25 The total equity-based compensation expense related to all of the Company's equity-based awards, recognized during the years ended December 31, 2017 and 2016, as part of the discontinuing operation in total amount of $69 and $1,969, respectively. In addition, during the years ended December 31, 2017, an amount of $2,364 was recorded as general and administrative expenses as part of continuing operation. At December 31, 2017, there was $35 of total unrecognized compensation cost related to non-vested stock awards that based on their original vesting terms was expected to be recognized over a weighted-average period of .17 years. Following the completion of the transaction described in Note 17, such compensation will be accelerated. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 Income Taxes : On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; creating a new limitation on deductible interest expense; changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; limitations on the deductibility of certain executive compensation. In December 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses situations where the accounting is incomplete for the income tax effects of the Act. SAB 118 directs taxpayers to consider the impact of the Act as “provisional” when the Company does not have the necessary information available, prepared or analyzed (including computations) to finalize the accounting for the change in tax law. Companies are provided a measurement period of up to one year to obtain, prepare, and analyze information necessary to finalize the accounting for provisional amounts or amounts that cannot be estimated as of December 31, 2017. With regards to the Tax Act impact on the tax provision as it relates to the Company for the year-ending December 31, 2017, we have recognized the provisional impact of tax reform related to the revaluation of deferred tax assets and liabilities from 35% to 21% of $17.3 million (As Restated) tax expense, which is offset by a reduction in the valuation allowance. 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 operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns are recognized in the consolidated financial statements if such positions are more likely than not of being sustained. For the years ended December 31, 2016, and 2015, the following table summarizes the components of income before income taxes from continuing operations and the provision for income taxes: Year Ended December 31, 2017 2016 Loss from continuing operations before income tax: U.S. (As Restated) $ (16,261 ) $ — Israel (453 ) — UK (219 ) — Loss from continuing operations before income taxes (As Restated) $ ( 16,933 ) $ — Income tax expense (benefit): United States - Federal tax: Current $ — $ — Deferred — — United States - State tax: Current — — Deferred: — — Israel: Current — — Deferred — UK: Current — — Deferred — — Other foreign: Current — — Deferred: — — Income tax expense (benefit) $ — $ — For the years ended December 31, 2017 and 2016, the following table reconciles the federal statutory income tax rate to the effective income tax rate: Year Ended December 31, 2017 2016 Federal Tax rate 34 % 34 % Federal tax expense (benefit) at 34% (As Restated) $ (5,758 ) $ — State and local income tax, net of Federal benefit (271 ) — Foreign rate differential 519 — Increase in taxes from permanent differences in stock-based compensation 333 — Increase in taxes from permanent difference in Intangible asset impairment — — US taxation of foreign earnings – Subpart F — — Return to provision and other adjustments 289 — Impact of deferred tax adjustments — — Federal Tax reform (As Restated) 17,260 — Change in valuation allowance (As Restated) (12,372 ) — Income tax expense (benefit) $ — $ As of December 31, 2017, the Company had approximately $125 million of Federal net operating loss carryforwards in the United States. A 100% valuation allowance has been recorded against these tax attributes and the net deferred tax assets of the U.S. group of companies. Based on current operating conditions and the availability of projected future sources of taxable income, the Company determined that it was not more likely than not that the net deferred tax assets of the U.S. companies would be realized in the future. The Federal NOLs expire generally from 2022 to 2037. After conversion to U.S. dollars, Photo Therapeutics Limited had approximately $12.8 million of net operating loss carryforwards in the U.K. A 100% valuation allowance has been applied against these loss carryforwards. The following table summarizes the components of deferred income tax assets and (liabilities): December 31, 2017 2016 Loss carryforwards $ 29,693 $ 30,770 AMT credits 112 112 Foreign tax credits 12,308 12,308 Accrued employment expenses 1 1 2,652 Amortization and write-offs 875 1,299 Capitalized R&D costs 1,013 1,342 Deferred revenues — 6,263 Depreciation 635 1,224 Doubtful accounts — 225 Inventory reserves — 459 Tax on undistributed earnings (517 ) (517 ) Other accruals and reserves (As Restated) 1,737 602 Return allowances — 456 Gross deferred tax asset (As Restated) 45,867 57,195 Less: valuation allowance (As Restated) (45,867 ) (57,195 ) Net deferred tax asset $ — $ — Among other non-current liabilities — — Taxes, which may apply in the event of a disposal of investments in subsidiaries, have not been included in computing the deferred taxes, as the Company anticipates it would liquidate those subsidiaries that can be closed on a tax free basis FC Global Realty Inc. (formerly PhotoMedex, Inc.) files corporate income tax returns in the United States, both in the Federal jurisdiction and in various State jurisdictions. The Company is subject to Federal income tax examination for calendar years 2014 through 2017 and is also generally subject to various State income tax examinations for calendar years 2014 through 2017. Photo Therapeutics Limited files in the United Kingdom. Radiancy (Israel) Limited files in Israel. The Israeli subsidiary is subject to tax examination for calendar years 2013 through 2017. The Israeli subsidiary is entitled to reduced tax rates regarding income that is subject to tax pursuant to the “approved enterprise” until end of year 2012 and “preferred enterprise” from year 2013. Other income is subject to the regular corporate income tax rate. For the year 2015 and thereafter, all income in Israel was taxed at the regular corporate income tax rate. Change in Israel rates Change in U.K. rates. Unrecognized Tax Benefits. The Company and its subsidiaries file income tax returns in all of the countries listed above. Management conducted an analysis of the facts and law surrounding the then existing income tax uncertainties, and found that such liability as may have arisen was of a much lesser magnitude and is able to be extinguished by loss carryforwards and carrybacks, Reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Balance at December 31, 2015 $ 1,921 Additions / Settlements due 2016 — Balance at December 31, 2016 $ 1,921 Additions / Settlements due 2017 — Balance at December 31, 2017 $ 1,921 |
Significant Customer Concentrat
Significant Customer Concentration | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Significant Customer Concentration | Note 16 Significant Customer Concentration: No single customer accounted for more than 10% of total company revenues of discontinued operations for the years ended December 31, 2017 and 2016. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 Subsequent Events Second Closing under Securities Purchase Agreement On January 24, 2018, the Company and the Investor, as discussed in Note 13, completed a second closing under the Purchase Agreement, pursuant to which the Investor provided $2,225 to the Company in exchange for 2,225,000 shares of the Company’s Series B Preferred Stock. The issuance of these securities was made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The proceeds from this closing shall be used to perform due diligence and invest in Income Generating Properties (as defined in the Purchase Agreement) that have been approved by the Company’s Board of Directors. Amended and Restated Separation Agreement On February 12, 2018, the Company entered into an Amended and Restated Separation Agreement (the “Restated Agreement”), pursuant to which the Company has agreed to pay Mr. Stephen Johnson, its former Chief Financial officer, an amount of $123 in 11 installments as follows: the first 6 installments of $10 each, and the following five installments of $12.5 each. The first payment was made on February 15, 2018, and subsequent payments are to be made on or before the 15th day of each succeeding month, with the final installment to be paid on or before December 15, 2018. The Company will also provide a health (medical, dental and/or vision) insurance reimbursement payment for Mr. Johnson and his family, for a period of 11 months, in the agreed upon amount of $3 per month. In addition, the Company has agreed to issue to Mr. Johnson 271,000 shares of the Company’s common stock, subject to appropriate adjustment for any stock splits, stock or business combinations, recapitalizations or similar events occurring after the date of the Restated Agreement. Those shares will be issued on any business day during the period commencing on the date that is six months after the date of the Restated Agreement and ending on the date that is three business days after such six-month anniversary. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On February 20, 2018, the Company received written notification (the “Notice”) from Nasdaq that the closing bid price of its common stock had been below the minimum $1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance with the requirements for continued listing on Nasdaq under Nasdaq Marketplace Rule 5550(a)(2). The Notice provides the Company with an initial period of 180 calendar days, or until August 19, 2018, to regain compliance with the listing rules. The Company will regain compliance if the closing bid price of its common stock is $1.00 per share or higher for a minimum period of ten consecutive business days during this compliance period, as confirmed by written notification from Nasdaq. If the Company does not achieve compliance by August 19, 2018, the Company expects that Nasdaq would provide notice that its securities are subject to delisting from the Capital Market. Departure and Election of certain Directors Effective March 4, 2018, Suneet Singal, the Company’s former Chief Executive Officer, has resigned from the Company’s Board of Directors. In addition, effective March 5, 2018, Darrel Menthe has also resigned from the Company’s Board of Directors. Their resignations were not in connection with any known disagreement with the Company on any matter. Under the provisions of the Stock Purchase Agreement dated December 22, 2017 (see also Note 14), Opportunity Fund I-SS, LLC has notified the Company that it may exercise its right to appoint two replacement directors to the Company’s Board of Directors. Letter Agreement with OFI Under the Purchase Agreement, the proceeds from the first closing were to be used for working capital and general corporate purposes, the proceeds from the second closing were to be used to perform due diligence and invest in Income Generating Properties (as defined in the Purchase Agreement) that have been approved by the Board of Directors of the Company, and proceeds from subsequent closings were to be used to invest in Income Generating Properties (as defined in the Purchase Agreement) that have been approved by the Board of Directors of the Company or as otherwise agreed to between the Company and OFI in writing prior to such subsequent closings. On March 16, 2018, the Company and OFI entered into a letter agreement, pursuant to which OFI agreed that the Company may use all proceeds for the purposes and uses described in a budget agreed to between the Company and OFI at the time the letter agreement was signed. In connection with such letter agreement, the Company agreed to provide OFI, on a quarterly basis, on or prior to 15 days after the end of each quarter, a report that describes, in reasonable detail, the actual expenses incurred, and payments made during such period compared to the expenses and payments specified in the budget for such period, certified by the Chief Financial Officer of the Company. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Accounting Principles | Accounting Principles The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Certain reclassifications from the prior year presentation have been made to conform to the current year presentation. These reclassifications did not have material impact on the Company’s equity, net assets, results of operations or cash flows. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and the wholly and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Entities in which the Company directly or indirectly owns more than 50% of the outstanding voting securities, and for which other interest holders do not possess the right to affect significant management decisions, are generally accounted for under the voting interest consolidation method of accounting. Participation of other interest holders in the net assets and in the earnings or losses of a consolidated subsidiary is reflected in the line items “Noncontrolling Interest” in the Company’s consolidated balance sheets and “net income (loss) attributable to the noncontrolling interest” in the Company consolidated statements of comprehensive loss. Noncontrolling interest adjusts the Company’s consolidated results of operations to reflect only the Company’s share of the earnings or losses of the consolidated subsidiary. Any changes in the Company’s ownership interest in a consolidated subsidiary, through additional equity issuances by the consolidated subsidiary or from the Company acquiring the shares from existing shareholders, in which the Company maintains control is recognized as an equity transaction, with appropriate adjustments to both the Company’s additional paid-in capital and the corresponding noncontrolling interest. |
Held for Sale Classification and Discontinued Operations | Held for Sale Classification and Discontinued Operations Under ASC 205 “Presentation of Financial Statement - Discontinued Operations”, a disposal group is reported as held for sale when management has approved or received approval to sell and is committed to a formal plan, the disposal group is available for immediate sale, the business is being actively marketed, the sale is anticipated to occur during the next 12 months and certain other specified criteria are met. A disposal group classified as held for sale is recorded at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying value of the business exceeds its estimated fair value less cost to sell, a loss is recognized. However, when a disposal group meets the held for sale criteria, the Company first evaluates whether the carrying amounts of the assets not covered by ASC 360-10 included in the disposal group (such as goodwill) are required to be adjusted in accordance with other applicable GAAP before measuring the disposal group at fair value less cost to sell. Assets and liabilities related to a disposal group classified as held for sale are segregated in the consolidated balance sheet in the period in which the disposal group is classified as held for sale (see also Note 2 and 4). Only disposal of a component of an entity or a group of components of an entity that represents a strategic shift that has or will have a major effect on an entity's operations and financial results shall be reported as discontinued operations. The results of discontinued operations are reported in discontinued operations in the consolidated statement of comprehensive loss for current and prior periods commencing in the period in which the business meets the criteria of a discontinued operation, and include any gain or loss recognized on closing or adjustment of the carrying amount to fair value less cost to sell. Depreciation is not recorded on assets of a business while it is classified as held for sale (see also Note Discontinued Operations |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect amounts reported of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates and be based on events different from those assumptions. As part of these financial statements, the more significant estimates include (1) stock-based compensation; (2) identification of and measurement of instruments in equity transactions; (3) impairment of investment properties and investment in other company; (4) evaluation of going concern; and (5) contingencies. |
Functional Currency | Functional Currency The currency of the primary economic environment in which the operations of the Company are conducted is the US dollar (“$” or “Dollars”). Thus, the functional currency of the Company and such subsidiaries (other than the foreign UK subsidiary as mentioned below) is the dollar (which is also the reporting currency of the Group). The operations of the UK subsidiary is conducted in the local currency of this subsidiary, which is Great Britain Pounds (GBP). In accordance with ASC 830, “Foreign Currency Matters” Assets and liabilities of foreign subsidiaries, whose functional currency is the local currency, are translated from its respective functional currency to U.S. dollars at the balance sheet date exchange rates. Income and expense items are translated at the average rates of exchange prevailing during the year. Translation adjustments are reflected in the consolidated balance sheets as a component of accumulated other comprehensive income or loss. |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses fair value in accordance with ASC 820 “ Fair Value”, Level 1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value of cash and cash equivalents are based on its demand value, which is equal to its carrying value. Additionally, the carrying value of all other monetary assets and liabilities is estimated to be equal to their fair value due to the short-term nature of these instruments. As of December 31, 2017, an option to purchase redeemable convertible preferred stock as embedded in the Purchase Agreement (see also Note 14) was measured at fair value on a recurring basis using level 3 inputs. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company invested its excess cash in highly liquid short-term investments. The Company considered short-term investments that were purchased with an original maturity of three months or less to be cash equivalents. |
Short-term Deposits | Short-term Deposits Short-term deposits are deposits with original maturities of more than three months but less than one year. Short-term deposits are presented at their costs including accrued interest. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The majority of the Company’s accounts receivable were due from consumers, distributors (domestic and international), physicians and other entities in the medical field, divisions which are no longer operated by the Company. Accounts receivable were most often due within 30 to 90 days and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms were considered past due. Allowance for doubtful accounts was determined by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company and available information about their credit risk, and the condition of the general economy and the industry as a whole. The Company wrote off accounts receivable when they were considered uncollectible, and payments subsequently received on such receivables were credited to the allowance for doubtful accounts. The Company did not recognize interest accruing on accounts receivable past due. As of December 31, 2016, the account receivable is included in the discontinued operation. As of December 31, 2017, there are no outstanding accounts receivable. |
Inventories | Inventories Inventories were stated at the lower of cost or market. Cost is determined to be purchased cost for raw materials and the production cost (materials, labor and indirect manufacturing cost, including sub-contracted work components) for work-in-process and finished goods. For the Company’s consumer and LHE products, cost was determined on the weighted-average method. For the pre-merged PhotoMedex products, cost was determined on the first-in, first-out method. Reserves for slow moving and obsolete inventories were provided based on historical experience and product demand. Management evaluates the adequacy of these reserves periodically based on forecasted sales and market trend. As of December 31, 2016, the inventory is included in the discontinued operation. As of December 31, 2017, there are no inventories. |
Investment in Other Company | Investment in Other Company The investment in the other company is stated at cost, since the Company does not have the ability to exercise significant influence over operating and financial policies of those investees. The Company's investments in the other company is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an investment may not be recoverable, in accordance with ASC 320 "Investments – Debt and Equity Securities". As of December 31, 2017, based on managements’ most recent analyses, impairment losses have been identified in the amount of $862 (see also Notes 5 and 13). |
Property, Equipment and Depreciation | Property, Equipment and Depreciation Property and equipment are recorded at cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, primarily three to seven years for computer hardware and software, furniture and fixtures, and machinery and equipment. Leasehold improvements are amortized over the lesser of the useful lives or lease terms. Expenditures for major renewals and betterments to property and equipment are capitalized, while expenditures for maintenance and repairs are charged as an expense as incurred. Upon retirement or disposition, the applicable property amounts are deducted from the accounts and any gain or loss is recorded in the consolidated statements of comprehensive loss. Useful lives are determined based upon an estimate of either physical or economic obsolescence or both. Realizability of property and equipment was based on estimates of undiscounted future cash flows over the remaining useful life of the asset. If the amount of such estimated undiscounted future cash flows was less than the net book value of the asset, the asset was written down to fair value (see also Impairment of Long-Lived Assets and Intangibles |
Patent Costs and Licensed Technologies | Patent Costs and Licensed Technologies Costs incurred to obtain or defend patents and licensed technologies were capitalized and amortized over the shorter of the remaining estimated useful lives or eight to 12 years. Core and product technology was also recorded in connection with the reverse acquisition on December 13, 2011 and was being amortized on a straight-line basis over ten years for core technology and five years for product technology (see also Note 8). Management evaluated the recoverability of intangible assets based on estimates of undiscounted future cash flows over the remaining useful life of the asset. If the amount of such estimated undiscounted future cash flows is less than the net book value of the asset, the asset is written down to fair value. During the year ended December 31, 2016, the Company recorded an impairment of patents and licensed technologies in the amount of $1,261 which is included in discontinued operation (see also Impairment of Long-Lived Assets and Intangibles |
Other Intangible Assets | Other Intangible Assets Other intangible assets were recorded in connection with the reverse acquisition on December 13, 2011. The assets which were determined to have definite useful lives were amortized on a straight-line basis over ten years. Such assets primarily included customer relationships and trademarks. (See Note 9 ) |
Accounting for the Impairment of Goodwill | Accounting for the Impairment of Goodwill The Company evaluates the carrying value of goodwill annually at the end of the calendar year and also between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit to which goodwill was allocated to below its carrying amount. Such circumstances could include but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. Goodwill impairment evaluation is performed subsequent to Impairment evaluation of long-lived assets and intangibles (see also Notes 6 and 7). Goodwill impairment testing involves a two-step process. Step 1 compares the fair value of the Group’s reporting units to which goodwill was allocated to their carrying values. If the fair value of the reporting unit exceeds its carrying value, no further analysis is necessary. The reporting unit fair value is based upon consideration of various valuation methodologies, including guideline transaction multiples, multiples of current earnings, and projected future cash flows discounted at rates commensurate with the risk involved. If the carrying amount of the reporting unit exceeds its fair value, Step 2 must be completed to quantify the amount of impairment. Step 2 calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit, from the fair value of the reporting unit as determined in Step 1. The implied fair value of goodwill determined in this step is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss, equal to the difference, is recognized. As part of the purchase price allocation for the 2011 reverse acquisition, the Company recorded goodwill in the amount of $24,005 and definite-lived intangibles in the amount of $12,000. Goodwill reflected the value or premium of the acquisition price in excess of the fair values assigned to specific tangible and intangible assets. Goodwill had an indefinite useful life and therefore was not amortized as an expense but was reviewed annually for impairment of its fair value to the Company. The fair value of Goodwill associated with the operating and reporting units was estimated using a combination of Income and Market Approach methodologies to valuation. The Income method of valuation explicitly recognizes the current value of future economic benefits developed by discounting future net cash flows to their present value at a rate that reflects both the current return requirements of the market and the risks inherent in the market. The Market approach measures the value of an asset through the analysis of recent sales or offerings of comparable property. Our business was organized into three operating and reporting units which were defined as Consumer, Physician Recurring, and Professional Equipment. Upon completion of our goodwill impairment analysis in connection with the transaction with ICTV Brands. As of December 31, 2016, the Company recorded an impairment of the entire remaining balance of goodwill (allocated to consumer segment) in the amount of $2,257 which is included in discontinued operation. Such determination was based on the market approach. |
Accrued Warranty Costs | Accrued Warranty Costs The Company offered a standard warranty on product sales of its previous skin care business generally for a one to two-year period. The Company provided for the expected cost of estimated future warranty claims on the date the product is sold. Total accrued warranty was included in other accrued liabilities on the balance sheet. The activity in the warranty accrual during the years ended December 31, 2017 and 2016 is summarized as follows: December 31, 2017 2016 Accrual at beginning of year $ 241 $ 330 Additions charged to warranty expense — 56 Expiring warranties — (145 ) Sale of consumer segment (*) (241 ) Total (**) — 241 Less: current portion — (241 ) Long term accrued warranty $ — $ — (*) The buyer of the remaining consumer products business assumed the warranty obligations. (**) Included in liabilities related to assets held for sale. For extended warranty on the consumer products, see also Revenue Recognition |
Revenue Recognition | Revenue Recognition The Company recognized revenues from the product sales when the following four criteria have been met: (i) the product has been delivered and the Company has no significant remaining obligations; (ii) persuasive evidence of an arrangement exists; (iii) the price to the buyer is fixed or determinable; and (iv) collection is reasonably assured. Revenues from product sales are recorded net of provisions for estimated chargebacks, rebates, expected returns and cash discounts. The Company shipped most of its products FOB shipping point, although from time to time certain customers, for example governmental customers, will be granted FOB destination terms. Among the factors the Company takes into account when determining the proper time at which to recognize revenue are (i) when title to the goods transfers and (ii) when the risk of loss transfers. Shipments to distributors or physicians that do not fully satisfy the collection criteria are recognized when invoiced amounts are fully paid or fully assured and included in deferred revenues until that time. For revenue arrangements with multiple deliverables within a single, contractually binding arrangements (usually sales of products with separately priced extended warranty), each element of the contract is accounted for as a separate unit of accounting when it provides the customer value on a stand-alone basis and there is objective evidence of the fair value of the related unit. With respect to sales arrangements under which the buyer had a right to return the related product, revenue was recognized only if all the following conditions are met: the price was fixed or determinable at the date of sale; the buyer has paid, or was obligated to pay and the obligation was not contingent on resale of the product; the buyer’s obligation would not be changed in the event of theft or physical destruction or damage of the product; the buyer had economic substance; the Company did not have significant obligations for future performance to directly bring about resale of the product by the buyer; and the amount of future returns could be reasonably estimated. The Company provided a provision for product returns based on the experience with historical sales returns, in accordance with ASC 605-15 with respect to sales of product when a right of return existed. Reported revenues are shown net of the returns provision. Such allowance for sales returns were included in Other Accrued Liabilities Deferred revenue included amounts received with respect to extended warranty maintenance, repairs and other billable services and amounts not yet recognized as revenues. Revenues with respect to such activities were deferred and recognized on a straight-line basis over the duration of the warranty period, the service period or when service was provided, as applicable to each service. All such deferred revenues were derecognized. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling fees billed to customers were reflected as revenues while the related shipping and handling costs were included in selling and marketing expense. Shipping and handling costs have not been material. |
Advertising Costs | Advertising Costs Advertising costs were charged to expenses as incurred. Advertising costs were included in the loss on discontinued operations (see Note 2 Discontinued Operation). |
Concentrations of credit risk | Concentrations of credit risk Financial instruments which subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The carrying amounts of these instruments approximate fair value due to their short-term nature. The Company deposits cash and cash equivalents and short-term deposits in major financial institutions in the US, UK, and in Israel. The Company performs periodic evaluations of the relative credit standing of these institutions. The Company is of the opinion that the credit risk in respect of these balances is immaterial. In addition, the Company performed with respect to its previous skin business an ongoing credit evaluation and established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers (see also Accounts Receivable Most of the Company’s sales were generated in North America and Asia Pacific, to a large number of customers. Management periodically evaluated the collectability of the trade receivables to determine the amounts that were doubtful of collection and determine a proper allowance for doubtful accounts. Accordingly, the Company’s trade receivables did not represent a substantial concentration of credit risk. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company or its subsidiaries may incur additional tax liabilities in the event of an intercompany dividend distribution or a deemed dividend distribution under the U.S. income tax law and regulations. Prior to 2014, it was the Company’s policy not to cause a distribution of dividends which would generate an additional tax liability to the Company. During the years ended December 31, 2014 and 2015, the Company’s affiliates borrowed funds from the subsidiary in Israel. These borrowings resulted in a large deemed distribution taxable in the U.S. Furthermore, management can no longer represent that the earnings of its non U.S. subsidiaries will remain permanently invested outside the U.S. Therefore, beginning in 2014, the Company has provided deferred taxes on the undistributed earnings of its non U.S. subsidiaries. Taxes, which may apply in the event of a disposal of investments in subsidiaries, have not been included in computing the deferred taxes, as the Company anticipates it would liquidate those subsidiaries that can be closed on a tax-free basis. The Company accounts for uncertain tax positions in accordance with an amendment to ASC 740-10, “ Income Taxes” During the years ended December 31, 2017 and 2016, the Company determined that the liability for unrecognized tax benefits could suitably be extinguished by application of net operating loss carryforwards and carrybacks, with any residual impact arising as a liability in 2017 and 2016 that has been duly provided for. |
Contingencies | Contingencies The Company and its subsidiaries are involved in certain legal proceedings that arise from time to time in the ordinary course of business. We account for business contingent liabilities in accordance with ASC 450 “ Contingencies”. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Other than the matters discussed in Note 13, as of December 31, 2017, the Company is not a party to any other litigation that it believes would have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. |
Impairment of Long-Lived Assets and Intangibles | Impairment of Long-Lived Assets and Intangibles Long-lived assets, such as property and equipment, and definite-lived intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or group of assets) may not be recoverable. Impairment test is applied at the lowest level where there are identifiable independent cash flows, which may involve a group of assets. Recoverability of assets to be held and used (or group of assets) is measured by a comparison of the carrying amount of an asset to the undiscounted cash flows expected to be generated by the asset. If an asset is determined to be impaired, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposed group classified as discontinued operations are presented separately in the appropriate asset and liability sections of the balance sheet. |
Loss per Share (As Restated) | Loss per Share (As Restated) The Company computes net loss per share in accordance with ASC 260, “Earnings per share” Diluted loss per common share is computed similar to basic earnings per share, except that the denominator is increased to include the number of additional potential common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Potential common shares are excluded from the computation for a period in which a net loss is reported or if their effect is anti-dilutive. The Company’s potential common shares consist of stock options, stock warrants and restricted stock awards issued under the Company’s stock incentive plans and their potential dilutive effect is considered using the treasury method and of convertible Preferred Stock Series A and Series B which their potential dilutive effect is considered using the “if-converted method”. The net loss from continuing operations and the weighted average number of shares used in computing basic and diluted net loss per share from continuing operations for the years ended December 31, 2017 and 2016, is as follows: (in thousands except share and per share amounts) Year ended December 31, 2017 2016 (As Restated) Numerator: Net loss attributable to common stockholders $ 19,384 $ 13,264 Net loss from discontinued operations attributable to common stockholders (2,459 ) (13,264 ) Accretion of dividend for the period (*) 3 — Participation of stockholders of series A preferred stock in the net loss from continuing operations (1,365 ) — Net loss from continuing operations attributable to common stockholders $ 15,563 $ — Denominator: Shares of common stock used in computing basic and diluted net loss per share 5,073,751 4,171,549 Net loss per share of Ordinary Share from continuing operations, basic and diluted $ 3.07 $ — (*) The net loss used for the computation of basic and diluted net loss per share for the year ended December 31, 2017, includes the dividend requirement of 8% per share per annum for the Series B preferred stock, compounded annually which shall be distributed to stockholders in case of distributable assets determined in the Company’s certificate of designation (the “Certificate of Designation”) under the liquidation preference right (see also Note 14). For the year ended December 31, 2017, diluted loss per share excludes the impact of stock options, stock warrants, series Preferred A Stock, series Preferred B Stock, common stock to be issued upon exercise of asset contribution financial instruments and common stock to be issued upon written call option totaling 43,053,913 shares, as the effect of their inclusion would be anti-dilutive. For the year ended December 31, 2016, diluted loss per share excludes the impact of stock options totaling 1,000 shares. |
Convertible Redeemable Series B Preferred Stock | Convertible Redeemable Series B Preferred Stock The Company classifies its Convertible Redeemable Series B Preferred Stock outside of Stockholders' deficit because certain features of the Company's Certificate of Designation could require redemption of some or all classes of Convertible Redeemable Series B Preferred Stock upon events not solely within the control of the Company (see also Note 14). |
Option to purchase Convertible Redeemable Series B Preferred Stock | Option to purchase Convertible Redeemable Series B Preferred Stock: The Company has classified the option to purchase additional shares of its Convertible Redeemable Series B Preferred Stock as a liability in accordance with ASC 480, “ Distinguishing Liabilities from Equity |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “ Compensation Stock Compensation. Under The Company recognizes compensation expense for the value of its awards granted based on the graded vesting method over the requisite or derived service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model which requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical daily stock price observations of its common stock. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Recent Accounting Pronouncements adopted On March 30, 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation”, which effects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016. This guidance can be applied either prospectively, retrospectively or using a modified retrospective transition method. The Company adopted the new guidance prospectively effective January 1, 2017. This new guidance did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements not adopted yet In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. The new revenue recognition standard will be effective in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. The Company currently anticipates adopting the new standard effective January 1, 2018. The new standard also permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). In April 2016, FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. ASU 2016-10 covers two specific topics: performance obligations and licensing. This amendment includes guidance on immaterial promised goods or services, shipping or handling activities, separately identifiable performance obligations, functional or symbolic intellectual property licenses, sales-based and usage-based royalties, license restrictions (time, use, geographical) and licensing renewals. In addition, in May 2016, FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which is intended to not change the core principle of the guidance in Topic 606, but rather affect only the narrow aspects of Topic 606 by reducing the potential for diversity in practice at initial application and by reducing the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The Company is not expecting that the adoption of this standard will have a material impact on its financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, “Leases”. This guidance will require that lease arrangements longer than 12 months result in an entity recognizing an asset and liability equal to the present value of the lease payments in the statement of financial position. This guidance is effective for annual periods beginning after December 15, 2018, and interim periods therein. This standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash” (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period, however, the Company has not elected to early adopt ASU 2016-18. This new guidance is not expected to have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): “Clarifying the Definition of a Business”. ASU 2017-01 provides amendments to clarify the definition of a business and affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and should be applied prospectively as of the beginning of the period of adoption. Early adoption is permitted under certain circumstances. The Company is currently evaluating the potential effect of the guidance on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09 “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting”, which includes guidance on changes to terms and conditions of share-based payment awards. The amendment provides guidance about which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting. The guidance will be effective for the fiscal year beginning on January 1, 2018, including interim periods within that year (early adoption is permitted). The Company is currently evaluating the potential effect of the guidance on its consolidated financial statements. |
Background (Tables)
Background (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Background Tables | |
Schedule of consolidated financial statements | The combined impacts of all adjustments to the applicable line items in our audited consolidated financial statements are provided in the tables below. Consolidated Balance Sheet as of December 31, 2017 (As Previously Adjustments (Restated) Investment properties $ 2,600 $ (545 ) $ 2,055 Total non-current assets 4,745 (545 ) 4,200 Total assets 6,339 (545 ) 5,794 Accumulated deficit (134,445 ) (577 ) (135,022 ) Total stockholders’ deficit attributable to FC Global Realty Incorporated (3,041 ) (577 ) (3,618 ) Noncontrolling interest 142 32 174 Total stockholders’ deficit (2,899 ) (545 ) (3,444 ) Total liabilities, redeemable convertible preferred stock and stockholders’ deficit 6,339 (545 ) 5,794 Consolidated Statement of Comprehensive Loss for the Year Ended December 31, 2017 (As Previously Adjustments (Restated) Impairment of investment in other company $ 862 $ 577 $ 1,439 Operating loss (11,679 ) (577 ) (12,256 ) Loss from continuing operations (16,356 ) (577 ) (16,933 ) Net loss including portion attributable to noncontrolling interest (18,815 ) (577 ) (19,392 ) Net loss attributable to FC Global Realty Incorporated (18,807 ) (577 ) (19,384 ) Basic EPS: Continuing operations $ (2.96 ) $ (0.11 ) $ (3.07 ) Basic and diluted net loss per share $ (3.41 ) $ (0.11 ) $ (3.52 ) Comprehensive loss $ (15,390 ) (577 ) $ (15,967 ) Consolidated Statement of Cash Flows for the ended December 31, 2017 (As Previously Adjustments (Restated) Net loss $ (16,966 ) $ (577 ) $ (17,543 ) Adjustments to reconcile loss to net cash provided by (used in) operating activities related to continuing operations: Impairment of investment in other company 862 577 1,439 Adjustments related to continuing operations 10,341 577 10,918 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations Tables | |
Schedule of financial statements | The following is a summary of assets and liabilities held for sale in the consolidated balance sheet as of December 31, 2016, which has been retrospectively adjusted to reflect the assets and liabilities of the skin health business as discontinued operations: December 31, 2016 ASSETS Current assets: Cash and cash equivalents $ — Restricted cash deposits 342 Accounts receivable, net of allowance for doubtful accounts of $1,192 4,125 Prepaid expenses and other current assets 2,652 Assets held for sale (Note 4) 8,362 Total current assets 15,481 Non-current assets: Property and equipment, net (Note 7) 77 Other assets, net 7 Total non-current assets 84 Total assets $ 15,565 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Other accrued liabilities 2,068 Deferred revenues 1,141 Total current liabilities $ 3,209 Total net assets of discontinued operation $ 12,356 The following is a summary of loss from discontinued operations for the year ended December 31, 2017 and 2016: For the Year Ended December 31, 2017 2016 Revenues: $ 3,880 $ 38,397 Cost of revenues 100 8,086 Gross profit 3,780 30,311 Operating expenses: Engineering and product development 143 1,249 Selling and marketing 620 21,729 General and administrative 2,342 13,233 Impairment loss — 3,518 Other income, net (1,504 ) — Loss on sale of assets 4,652 2,574 6,253 42,303 Loss before interest and other financing expense, net (2,473 ) (11,992 ) Interest and other financing expense, net — (385 ) Loss before income taxes (2,473 ) (12,377 ) Income tax expense (benefit) (14 ) 762 Loss from discontinuing operations (2,459 ) (13,139 ) Loss from discontinued operations, net of taxes — (125 ) Loss ($ 2,459 ) ($ 13,264 ) |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of activity in the warranty accrual | The activity in the warranty accrual during the years ended December 31, 2017 and 2016 is summarized as follows: December 31, 2017 2016 Accrual at beginning of year $ 241 $ 330 Additions charged to warranty expense — 56 Expiring warranties — (145 ) Sale of consumer segment (*) (241 ) Total (**) — 241 Less: current portion — (241 ) Long term accrued warranty $ — $ — (*) The buyer of the remaining consumer products business assumed the warranty obligations. (**) Included in liabilities related to assets held for sale. |
Schedule of basic and diluted loss per common share using weighted-average shares outstanding | The net loss from continuing operations and the weighted average number of shares used in computing basic and diluted net loss per share from continuing operations for the years ended December 31, 2017 and 2016, is as follows: (in thousands except share and per share amounts) Year ended December 31, 2017 2016 (As Restated) Numerator: Net loss attributable to common stockholders $ 19,384 $ 13,264 Net loss from discontinued operations attributable to common stockholders (2,459 ) (13,264 ) Accretion of dividend for the period (*) 3 — Participation of stockholders of series A preferred stock in the net loss from continuing operations (1,365 ) — Net loss from continuing operations attributable to common stockholders $ 15,563 $ — Denominator: Shares of common stock used in computing basic and diluted net loss per share 5,073,751 4,171,549 Net loss per share of Ordinary Share from continuing operations, basic and diluted $ 3.07 $ — (*) The net loss used for the computation of basic and diluted net loss per share for the year ended December 31, 2017, includes the dividend requirement of 8% per share per annum for the Series B preferred stock, compounded annually which shall be distributed to stockholders in case of distributable assets determined in the Company’s certificate of designation (the “Certificate of Designation”) under the liquidation preference right (see also Note 14). |
Discontinued Operations Asset30
Discontinued Operations Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations Assets Held For Sale Tables | |
Schedule of Consumer Division to ICTV Brands | In connection with the sale of the Consumer Division to ICTV Brands, Inc., announced on October 4, 2016 and subsequently completed on January 23, 2017, the assets related to this transaction were included as of December 31, 2016 as part of Assets Held for Sale, as follows: Inventory $ 7,336 Property and equipment 911 Other assets 115 Assets held for sale as of December 31, 2016 $ 8,362 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Acquisition Tables | |
Schedule of assets acquisition | The consideration for the assets acquisition as of the Initial Date consists of the following: Fair value 879,234 shares of FC Global common stock (*) $ 1,275 Fair value 123,668 shares of FC Global Series A preferred stock (*) 4,483 Fair value of financial liability related to Optional contribution (**) 857 Fair value of Warrant (***) 1,925 Fair value of asset related to future mandatory asset contribution (***) (4,175 ) Fair value of assumed note payable on acquired asset 470 Transaction costs 283 Total consideration $ 5,118 (*) Fair value of Common shares based on quoted market price on date of transaction and Fair value of preferred shares based on the number of common shares to which they can be converted on the transaction date (**) Related to Optional Contribution (***) Related to Second Contribution |
Schedule of allocation of aforesaid total consideration | The allocation of aforesaid total consideration is as follows (As Restated): Investment properties $ 2,055 Investment in other company 3,245 Less: Noncontrolling interest (***) (182 ) Total assets acquired at fair value $ 5,118 Impairment of investment in other company (*) (1,439 ) Total asset value as of December 31, 2017 $ 3,679 (*) Loss from impairment was recorded amounting to $1,439 (As Restated) as part of operating expenses in the Company’s consolidated statement of comprehensive loss during the year ended December 31, 2017 (see also Note 13). (***) Attributable to the 25% noncontrolling membership interest in a limited liability company that owns a vacant land site located in Northern California |
Schedule of fair value of options black-scholes option pricing model | Options Value: May 17, 2017 Dividend yield (%) 0 Expected volatility (%) 39.45 Risk free interest rate (%) 1.25 Strike price 1.93 Stock price 1.45 Probability (%) 50 Expected term of options (years) 0.62 Warrants Value: May 17, 2017 Dividend yield (%) 0 Expected volatility (%) 39.45 Risk free interest rate (%) 1.25 Strike price 3 Stock price 1.45 Probability (%) 50 Expected term of options (years) 5 Asset related to future mandatory asset contribution: May 17, 2017 Dividend yield (%) 0 Stock price 1.45 Probability (%) 70 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | December 31, 2017 2016 Raw materials and work-in-process $ — $ 1,968 Finished goods — 5,368 Total inventories $ — $ 7,336 Less assets held for sale (*) — (7,336 ) Total inventory $ — $ — (*) Inventory was classified as part of the assets held for sale as of December 31, 2016. In January 2017, all of the consumer inventory was sold to ICTV (see also Note 2 and 4). |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2017 2016 Equipment, computer hardware and software $ 320 $ 5,005 Furniture and fixtures 350 433 Leasehold improvements 112 438 782 5,876 Accumulated depreciation and amortization (777 ) (4,888 ) Total property and equipment, net $ 5 $ 988 Less Assets held for sale (*) — (911 ) Total property and equipment, net $ 5 $ 77 (*) In January 2017, the consumer division property and equipment was sold to ICTV (see also Note 2 and 4) |
Patents and Licensed Technolo34
Patents and Licensed Technologies, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of patents and licensed technologies | December 31, 2017 2016 Gross Amount beginning of period $ — $ 3,376 Disposals — (177 ) Translation differences — 36 Gross Amount end of period — 3,235 Accumulated amortization — (1,974 ) Impairment of assets (see Note 9 below) — (1,261 ) Total patents and licensed technology $ — $ — |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill acquired | Activity in goodwill during the year ended December 31, 2016 was as follows: Balance at January 1, 2016 $ 3,581 Disposal on sale of assets (1,039 ) Impairment of goodwill (2,257 ) Translation differences (285 ) Balance at December 31, 2016 $ — |
Accrued Compensation and rela36
Accrued Compensation and related expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Compensation Related Costs [Abstract] | |
Schedule of accrued compensation and related expenses | December 31, 2017 2016 Accrued payroll and related taxes $ 453 $ 262 Accrued vacation 14 66 Accrued commissions and bonuses (*) — 3,701 Total accrued compensation and related expense $ 467 $ 4,029 (*) The amount related to the obligation the Company had in connection with the Payout Notes Holders as of December 31, 2016. On December 22, 2017, the then outstanding payout notes were converted into shares of common stock of the Company (see also Note 14). |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other accrued liabilities | December 31, 2017 2016 Accrued taxes, including liability for unrecognized tax benefit, (see also Note 15) $ 1,549 $ 1,606 Other accrued liabilities 901 4,417 Total other accrued liabilities $ 2,450 $ 6,023 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future annual minimum payments under leases | The future annual minimum payment under this lease, relating to the Company’s continuing operations are as follows: Year Ending December 31, 2018 $ 70 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of key underlying assumptions | The following are the key underlying assumptions that were used: Option Value: December 22, December 31, Dividend yield (%) 0 0 Expected volatility (%) 36.9 36.9 Risk free interest rate (%) 1.72 1.74 Strike price 1.00 1.00 Series B Preferred Stock price 1.24 1.13 Probability of if-converted scenario (%) 90 90 Probability assumed liquidation scenario (%) 10 10 Expected term of Option (years) 1.0 1.0 |
Schedule of mezzanine financing | The table below summarizes the change in the mezzanine financing during the year ended December 31, 2017: December 31, 2017 Opening balance $ — Proceeds from issuance of Series B Shares 1,500 Recognition of written call Option as a discount of Series B Shares (1,500 ) Amortization of discount 84 Accretion of cumulative dividend 3 Closing balance $ 87 |
Schedule of stock options | A summary of stock option transactions under the Non-Employee Director Stock Option Plan and the 2005 Equity Plan during the years ended December 31, 2017 and 2016 were as follows: Number of Stock Options Weighted Average Exercise Price Outstanding at December 31, 2015 150,138 67.99 Granted — — Exercised — — Expired/cancelled (15,988 ) 82.26 Outstanding at December 31, 2016 134,150 $ 85.22 Granted — — Exercised — — Expired/cancelled (133,150 ) 91.43 Outstanding at December 31, 2017 1,000 $ 75.00 Exercisable at December 31, 2017 800 $ 75.00 |
Schedule of nonvested restricted stock | A summary of non-vested restricted stock during the years ended December 31, 2017 and 2016, were as follows: Shares of restricted stock Weighted Average Grant-Date Fair Value Non-vested at December 31, 2015 258,572 10.57 Granted — — Vested/cancelled (129,211 ) 10.04 Non-vested at December 31, 2016 129,361 11.11 Granted — — Vested/cancelled (122,861 ) 14.69 Non-vested at December 31, 2017 6,500 9.25 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income taxes from continuing operations and the provision for income taxes | For the years ended December 31, 2016, and 2015, the following table summarizes the components of income before income taxes from continuing operations and the provision for income taxes: Year Ended December 31, 2017 2016 Loss from continuing operations before income tax: U.S. (As Restated) $ (16,261 ) $ — Israel (453 ) — UK (219 ) — Loss from continuing operations before income taxes (As Restated) $ (16,933 ) $ — Income tax expense (benefit): United States - Federal tax: Current $ — $ — Deferred — — United States - State tax: Current — — Deferred: — — Israel: Current — — Deferred — UK: Current — — Deferred — — Other foreign: Current — — Deferred: — — Income tax expense (benefit) $ — $ — |
Schedule of reconciles the federal statutory income tax rate to the effective income tax rate | For the years ended December 31, 2017 and 2016, the following table reconciles the federal statutory income tax rate to the effective income tax rate: Year Ended December 31, 2017 2016 Federal Tax rate 34 % 34 % Federal tax expense (benefit) at 34% (As Restated) $ (5,758 ) $ — State and local income tax, net of Federal benefit (271 ) — Foreign rate differential 519 — Increase in taxes from permanent differences in stock-based compensation 333 — Increase in taxes from permanent difference in Intangible asset impairment — — US taxation of foreign earnings – Subpart F — — Return to provision and other adjustments 289 — Impact of deferred tax adjustments — — Federal Tax reform (As Restated) 17,260 — Change in valuation allowance (As Restated) (12,372 ) — Income tax expense (benefit) $ — $ |
Schedule of deferred income tax assets and (liabilities) | The following table summarizes the components of deferred income tax assets and (liabilities): December 31, 2017 2016 Loss carryforwards $ 29,693 $ 30,770 AMT credits 112 112 Foreign tax credits 12,308 12,308 Accrued employment expenses 11 2,652 Amortization and write-offs 875 1,299 Capitalized R&D costs 1,013 1,342 Deferred revenues — 6,263 Depreciation 635 1,224 Doubtful accounts — 225 Inventory reserves — 459 Tax on undistributed earnings (517 ) (517 ) Other accruals and reserves (As Restated) 1,737 602 Return allowances — 456 Gross deferred tax asset (As Restated) 45,867 57,195 Less: valuation allowance (As Restated) (45,867 ) (57,195 ) Net deferred tax asset $ — $ — Among other non-current liabilities — — |
Schedule of reconciliation of unrecognized tax benefits | Reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Balance at December 31, 2015 $ 1,921 Additions / Settlements due 2016 — Balance at December 31, 2016 $ 1,921 Additions / Settlements due 2017 — Balance at December 31, 2017 $ 1,921 |
Background_ (Details)
Background: (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Investment properties | $ 2,055 | ||
Total non-current assets | 4,200 | ||
Total assets | 5,794 | 18,501 | |
Accumulated deficit | (135,022) | (115,635) | |
Total stockholders' deficit attributable to FC Global Realty Incorporate | (3,618) | (1,408) | |
Noncontrolling interest | 174 | ||
Total stockholders' deficit | (3,444) | (1,408) | $ 12,697 |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 5,794 | $ 18,501 | |
Previously Reported [Member] | |||
Investment properties | 2,600 | ||
Total non-current assets | 4,745 | ||
Total assets | 6,339 | ||
Accumulated deficit | (134,445) | ||
Total stockholders' deficit attributable to FC Global Realty Incorporate | (3,041) | ||
Noncontrolling interest | 142 | ||
Total stockholders' deficit | (2,899) | ||
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 6,339 | ||
Adjustment [Member] | |||
Investment properties | (545) | ||
Total non-current assets | (545) | ||
Total assets | (545) | ||
Accumulated deficit | (577) | ||
Total stockholders' deficit attributable to FC Global Realty Incorporate | (577) | ||
Noncontrolling interest | 32 | ||
Total stockholders' deficit | (545) | ||
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | $ (545) |
Background_ (Details 1)
Background: (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Impairment of investment in other company | $ 1,439 | |
Operating loss | (12,256) | |
Loss from continuing operations | (16,933) | |
Net loss including portion attributable to noncontrolling interest | (19,392) | (13,264) |
Net loss attributable to FC Global Realty Incorporated | $ (19,384) | $ (13,264) |
Basic EPS: Continuing operations | $ (3.07) | |
Basic and diluted net loss per share | $ (3.52) | $ (3.18) |
Comprehensive loss | $ (15,967) | $ (16,074) |
Previously Reported [Member] | ||
Impairment of investment in other company | 862 | |
Operating loss | (11,679) | |
Loss from continuing operations | (16,356) | |
Net loss including portion attributable to noncontrolling interest | (18,815) | |
Net loss attributable to FC Global Realty Incorporated | $ (18,807) | |
Basic EPS: Continuing operations | $ (2.96) | |
Basic and diluted net loss per share | $ (3.41) | |
Comprehensive loss | $ (15,390) | |
Adjustment [Member] | ||
Impairment of investment in other company | 577 | |
Operating loss | (577) | |
Loss from continuing operations | (577) | |
Net loss including portion attributable to noncontrolling interest | (577) | |
Net loss attributable to FC Global Realty Incorporated | $ (577) | |
Basic EPS: Continuing operations | $ (0.11) | |
Basic and diluted net loss per share | $ (0.11) | |
Comprehensive loss | $ (577) |
Background_ (Detalis 2)
Background: (Detalis 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss | $ (17,543) | |
Adjustments to reconcile loss to net cash provided by (used in) operating activities related to continuing operations: | ||
Impairment of investment in other company | 1,439 | |
Adjustments related to continuing operations | (9,298) | $ 358 |
Previously Reported [Member] | ||
Net loss | (16,966) | |
Adjustments to reconcile loss to net cash provided by (used in) operating activities related to continuing operations: | ||
Impairment of investment in other company | 862 | |
Adjustments related to continuing operations | 10,341 | |
Adjustment [Member] | ||
Net loss | (577) | |
Adjustments to reconcile loss to net cash provided by (used in) operating activities related to continuing operations: | ||
Impairment of investment in other company | 577 | |
Adjustments related to continuing operations | $ 577 |
Background_ (Details Narrative)
Background: (Details Narrative) $ / shares in Units, $ in Thousands | Jan. 24, 2018USD ($)shares | Dec. 22, 2017USD ($)$ / shares | Jul. 13, 2017USD ($) | Jan. 23, 2017USD ($) | Mar. 31, 2018N | Jul. 31, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 30, 2017shares | Jul. 12, 2017USD ($) | Dec. 31, 2015USD ($) |
Description of board of directors | Board of Directors consists of seven persons, of whom (i) three were designated by the Company’s departing board, (ii) three were designated by Contributor Parent; and (iii) one (the “Nonaffiliated Director”) was selected by the other six directors. | ||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Common stock, authorized | shares | 500,000,000 | 50,000,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.01 | ||||||||||
Preferred stock, authorized | shares | 32,000,000 | ||||||||||
Accumulated deficit | $ (135,022) | $ (115,635) | |||||||||
Net loss attributable to FC Global Realty Incorporated | (19,384) | (13,264) | |||||||||
Cash and cash equivalents | 948 | $ 2,335 | $ 3,302 | ||||||||
Payment for settlement of royalty | $ 2,000 | ||||||||||
Gain (loss) on sale of asset | (4,652) | ||||||||||
Translation adjustment on accumulated other comprehensive income | 3,228 | ||||||||||
Additional Impairment Charge | $ 577 | ||||||||||
ICTV Brands, Inc. [Member] | |||||||||||
Selling price of consumer product | $ 9,500 | ||||||||||
Purchase price of consumer product | 5,000 | ||||||||||
Contingent royalty receivable | $ 4,500 | ||||||||||
Contribution Agreement [Member] | |||||||||||
Common stock, par value | $ / shares | $ 0.01 | ||||||||||
Common stock, authorized | shares | 500,000,000 | 50,000,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.01 | ||||||||||
Preferred stock, authorized | shares | 50,000,000 | 5,000,000 | |||||||||
Asset Purchase Agreement [Member] | |||||||||||
Proceeds from investor | $ 15,000 | ||||||||||
Proceeds from investments, net of expense | $ 1,500 | ||||||||||
Asset Purchase Agreement [Member] | Series B Preferred Stock [Member] | |||||||||||
Shares issued, price per share | $ / shares | $ 1 | ||||||||||
Asset Purchase Agreement [Member] | ICTV Brands, Inc. [Member] | |||||||||||
Proceeds in cash under agreement | $ 2,000 | ||||||||||
Bill of Sale and Assignment [Member] | Sigmatron International, Inc. [Member] | |||||||||||
Deposit amount | $ 210 | ||||||||||
Subsequent Event [Member] | |||||||||||
Number of directors resigned | N | 2 | ||||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | |||||||||||
Proceeds from investments, net of expense | $ 2,225 | ||||||||||
Number of shares isssued | shares | 2,225,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Total current assets | $ 15,565 | |
Discontinued Operations, Held-for-sale [Member] | ||
Current assets: | ||
Cash and cash equivalents | ||
Restricted cash deposits | 342 | |
Accounts receivable, net of allowance for doubtful accounts of $1,192 | 4,125 | |
Prepaid expenses and other current assets | 2,652 | |
Assets held for sale (Note 4) | 8,362 | |
Total current assets | 15,481 | |
Non-current assets: | ||
Property and equipment, net (Note 7) | 77 | |
Other assets, net | 7 | |
Total non-current assets | 84 | |
Total assets | 15,565 | |
Current liabilities: | ||
Other accrued liabilities | 2,068 | |
Deferred revenues | 1,141 | |
Total current liabilities | 3,209 | |
Total net assets of discontinued operation | $ 12,356 |
Discontinued Operations (Deta46
Discontinued Operations (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Discontinued Operations Details 1 | ||
Revenues: | $ 3,880 | $ 38,397 |
Cost of revenues | 100 | 8,086 |
Gross profit | 3,780 | 30,311 |
Operating expenses: | ||
Engineering and product development | 143 | 1,249 |
Selling and marketing | 620 | 21,729 |
General and administrative | 2,342 | 13,233 |
Impairment loss | 3,518 | |
Other income, net | (1,504) | |
Loss on sale of assets | 4,652 | 2,574 |
Total operating expenses | 6,253 | 42,303 |
Loss before interest and other financing expense, net | (2,473) | (11,992) |
Interest and other financing expense, net | (385) | |
Loss before income taxes | (2,473) | (12,377) |
Income tax expense (benefit) | (14) | 762 |
Loss from discontinuing operations | (2,459) | (13,264) |
Loss from discontinued operations, net of taxes | (125) | |
Loss | $ 2,459 | $ 13,264 |
Discontinued Operations (Deta47
Discontinued Operations (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Loss from discontinued operations attributable to parent | $ (2,459) | $ (13,264) |
Discontinued Operations, Held-for-sale [Member] | ||
Loss from discontinued operations attributable to parent | $ (13,264) |
Summary of Significant Accoun48
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Accrual at beginning of year | $ 241 | $ 330 |
Additions charged to warranty expense | 56 | |
Expiring warranties | (145) | |
Sale of consumer segment (*) | (241) | |
Total | 241 | |
Less: current portion | (241) | |
Long term accrued warranty |
Summary of Significant Accoun49
Summary of Significant Accounting Policies (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Numerator: | |||
Net loss attributable to common stockholders | $ (19,384) | $ (13,264) | |
Net loss from discontinued operations attributable to common stockholders | (2,459) | (13,264) | |
Accretion of dividend for the period (*) | [1] | 3 | |
Participation of stockholders of series A preferred stock in the net loss from continuing operations | (1,365) | ||
Net loss from continuing operations attributable to common stockholders | $ 15,563 | ||
Denominator: | |||
Shares of common stock used in computing basic and diluted net loss per share | 5,073,751 | 4,171,549 | |
Net loss per share of Ordinary Share from continuing operations, basic and diluted | $ (3.07) | ||
[1] | The net loss used for the computation of basic and diluted net loss per share for the year ended December 31, 2017, includes the dividend requirement of 8% per share per annum for the Series B preferred stock, compounded annually which shall be distributed to stockholders in case of distributable assets determined in the Company's certificate of designation (the "Certificate of Designation") under the liquidation preference right (see also Note 14). |
Summary of Significant Accoun50
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts receivable | $ 0 | $ 0 |
Inventories | ||
Impairment losses | (1,439) | |
Definite lived intangible assets acquired | ||
Stock Options [Member] | ||
Anti-dilutive shares | 43,053,913 | 1,000 |
Series B Preferred Stock [Member] | ||
Percentage of distribution of dividends to stockholders | 8.00% | |
2011 Reverse Acquisition [Member] | ||
Goodwill acquired | $ 24,005 | |
Definite lived intangible assets acquired | $ 12,000 |
Discontinued Operations Asset51
Discontinued Operations Assets Held for Sale (Details) - Discontinued Operations, Held-for-sale [Member] $ in Thousands | Dec. 31, 2016USD ($) |
Inventory | $ 7,336 |
Property and equipment | 911 |
Other assets | 115 |
Assets held for sale as of December 31, 2016 | $ 8,362 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | Dec. 31, 2017USD ($) | |
Fair value of financial liability related to Optional contribution (**) | $ 857 | [1] |
Fair value of Warrant (***) | 1,925 | [2] |
Fair value of asset related to future mandatory asset contribution (***) | (4,175) | [2] |
Fair value of assumed note payable on acquired asset | 470 | |
Transaction costs | 283 | |
Total consideration | 5,118 | |
Preferred A Stock [Member] | ||
Fair value FC Global common stock (*) | 4,483 | [3] |
Common Stock [Member] | ||
Fair value FC Global common stock (*) | $ 1,275 | [3] |
[1] | Related to Optional Contribution | |
[2] | Related to Second Contribution | |
[3] | Fair value of Common shares based on quoted market price on date of transaction and Fair value of preferred shares based on the number of common shares to which they can be converted on the transaction date |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Acquisitions Details 1 | ||
Investment properties | $ 2,055 | |
Investment in other company | 1,806 | |
Less: Noncontrolling interest | (182) | |
Total assets acquired at fair value | 5,118 | |
Impairment of investment in other company (*) | (1,439) | |
Total asset value as of December 31, 2017 | $ 3,679 |
Acquisitions (Details 2)
Acquisitions (Details 2) - $ / shares | May 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Stock price | $ 1 | $ 1 | |
Options Value [Member] | |||
Dividend yield (%) | 0.00% | ||
Expected volatility (%) | 39.45% | ||
Risk free interest rate (%) | 1.25% | ||
Strike price | $ 1.93 | ||
Stock price | $ 1.45 | ||
Probability (%) | 50.00% | ||
Expected term of options (years) | 7 months 13 days | ||
Warrant [Member] | |||
Dividend yield (%) | 0.00% | ||
Expected volatility (%) | 39.45% | ||
Risk free interest rate (%) | 1.25% | ||
Strike price | $ 3 | ||
Stock price | $ 1.45 | ||
Probability (%) | 50.00% | ||
Expected term of options (years) | 5 years | ||
Asset Contribution [Member] | |||
Dividend yield (%) | 0.00% | ||
Stock price | $ 1.45 | ||
Probability (%) | 70.00% |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) $ / shares in Units, $ in Thousands | Dec. 31, 2017USD ($)N$ / sharesshares | Jul. 03, 2017USD ($) | Jun. 26, 2017USD ($)ft²N$ / sharesshares | May 17, 2017USD ($)N | Mar. 31, 2017 | Sep. 22, 2018USD ($)N | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 22, 2017 | |
Preferred A Stock [Member] | |||||||||
Business acquisition, value of number of shares issued | [1] | $ 4,483 | $ 4,483 | ||||||
Number of shares issued | shares | |||||||||
FC Global Realty Operating Partnership, LLC [Member] | Common Stock [Member] | |||||||||
Percentage of voting interests acquired | 25.00% | 25.00% | |||||||
Business acquisition, number of shares issued | shares | 879,234 | ||||||||
Impairment expense | $ 1,439 | ||||||||
Fair value of the asset | $ 0 | 0 | |||||||
Fair value of the asset, net loss | 1,392 | $ 1,392 | |||||||
FC Global Realty Operating Partnership, LLC [Member] | Common Stock [Member] | Preferred A Stock [Member] | |||||||||
Business acquisition, number of shares issued | shares | 123,668 | ||||||||
Acquisition of Contributor Parties [Member] | Interest Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | |||||||||
Description of acquired entity | Operating Partnership, L.P., a Delaware limited partnership (“Contributor”), and First Capital Real Estate Trust Incorporated, a Maryland corporation, (the “Contributor Parent” and, together with Contributor, the “Contributor Parties”) | ||||||||
Acquisition of Contributor Parties [Member] | Waive Second Closing Deliverables [Member] | FC Global Realty Operating Partnership, LLC [Member] | Amarillo Hotel [Member] | |||||||||
Percentage of voting interests acquired | 100.00% | ||||||||
Minimum estimated cash to be recognized | $ 58,900 | ||||||||
Acquisition of Contributor Parties [Member] | Waive Second Closing Deliverables [Member] | FC Global Realty Operating Partnership, LLC [Member] | DutchmansBayAndSerenityBayMember | |||||||||
Number of hotel | N | 2 | ||||||||
Description of acquired hotel | Serenity Bay is a planned five star resort comprised of five contiguous parcels (28.33 acres) zoned for hotel and residential use that are planned for 246 units and 80 one, two and three bedroom condo units. Dutchman’s Bay is a planned four star condo hotel with 180 guestrooms, 102 two bedroom condos, and 14 three bedroom villas. | ||||||||
Percentage of voting interests acquired | 75.00% | ||||||||
First Capital Real Estate Operating Partnership, L.P. ("Contributor") [Member] | First Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | |||||||||
Number of vacant land | N | 4 | ||||||||
Value for land | $ 7,400 | $ 2,600 | |||||||
Description of percentage of land acquired | One of these vacant land sites was contributed through the transfer of a 75% membership interest in a limited liability company that owns the vacant land site located in Northern California, in which profits and losses are allocated 75% to the Company and 25% to the noncontrolling member subject to a preferred equity split in which the noncontrolling member earns the first 10% of net profits and the balance of the 90% is to be paid along the terms of the 75% split to the Company and 25% to the noncontrolling member. | ||||||||
Percentage of voting interests acquired | 17.90% | ||||||||
Number of residential development | N | 251 | ||||||||
Area of land | ft² | 10,000 | ||||||||
Number of finished lots land | N | 37 | ||||||||
Number of engineered lots land | N | 24 | ||||||||
First Capital Real Estate Operating Partnership, L.P. ("Contributor") [Member] | First Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | Common Stock [Member] | |||||||||
Business acquisition, number of shares issued | shares | 879,234 | ||||||||
Business acquisition, share price (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Description of equity interest issued | The Company issued to the Contributor 879,234 duly authorized, fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which represented approximately 19.9% of the Company’s issued and outstanding Common Stock immediately prior to the Initial Closing, at an agreed upon Per Share Value (defined below) of $2.5183, or $2,214 in the aggregate. | ||||||||
First Capital Real Estate Operating Partnership, L.P. ("Contributor") [Member] | First Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | Common Stock [Member] | Restricted Stock [Member] | |||||||||
Business acquisition, number of shares issued | shares | 7,786 | ||||||||
Business acquisition, value of number of shares issued | $ 10,000 | ||||||||
First Capital Real Estate Operating Partnership, L.P. ("Contributor") [Member] | First Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | Common Stock [Member] | Restricted Stock [Member] | Preferred A Stock [Member] | |||||||||
Business acquisition, number of shares issued | shares | 123,668 | ||||||||
Business acquisition, share price (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Description of equity interest issued | The number of shares of Common Stock issued to the Contributor and to be issued upon conversion of the Series A Stock was determined by dividing the $10 million agreed upon value of the Contributed Assets by $2.5183, a specified price per share value which represents a 7.5% premium above the volume-weighted average price (“VWAP”) of all on-exchange transactions in the Company’s Common Stock executed on Nasdaq during the forty-three trading days prior to the trading day immediately prior to the public announcement of the transaction by the Company and the Contributor Parent, as reported by Bloomberg L.P. (the “Per Share Value”). | ||||||||
First Capital Real Estate Operating Partnership, L.P. ("Contributor") [Member] | Second Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | Preferred A Stock [Member] | |||||||||
Proceeds from issuance of convertible preferred stock | $ 20,000 | ||||||||
First Capital Real Estate Operating Partnership, L.P. ("Contributor") [Member] | Optional Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | |||||||||
Expected volatility | 39.45% | ||||||||
Discount rate | 50.00% | ||||||||
Fair value of the liability | $ 0 | $ 0 | |||||||
First Capital Real Estate Operating Partnership, L.P. ("Contributor") [Member] | Optional Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | Warrant [Member] | |||||||||
Discount rate | 50.00% | ||||||||
First Capital Real Estate Trust Incorporated (the "Contributor Parent") [Member] | Second Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | |||||||||
Number of hotel | N | 2 | ||||||||
Value for hotel | $ 20,000 | ||||||||
Description of equity interest issued | The agreement stated that Contributor Parent must contribute to the Acquirer its 100% ownership interest in a private hotel that was currently undergoing renovations to convert to a Wyndham Garden Hotel. This 265 room full service hotel was located in Amarillo, Texas and had an agreed upon value of approximately $16 million and outstanding loans of approximately $10.11 million. Before contributing the property to the Acquiror, Contributor Parent was required to resolve a lawsuit concerning ownership of the property. Only when Contributor Parent had confirmed that it was the full and undisputed owner of the property was it able to contribute that interest to the Acquiror. | ||||||||
First Capital Real Estate Trust Incorporated (the "Contributor Parent") [Member] | Optional Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | |||||||||
Number of property | N | 2 | ||||||||
Value of property | $ 66,500 | ||||||||
First Capital Real Estate Trust Incorporated (the "Contributor Parent") [Member] | Optional Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | Warrant [Member] | |||||||||
Warrant term | 5 years | ||||||||
Number of shares issued | shares | 25,000,000 | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 3 | $ 3 | |||||||
First Capital Real Estate Trust Incorporated (the "Contributor Parent") [Member] | Optional Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | Hilton Head, South Carolina ("Melrose") [Member] | |||||||||
Value of property | $ 22,500 | ||||||||
First Capital Real Estate Trust Incorporated (the "Contributor Parent") [Member] | Optional Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | Punta Brava [Member] | |||||||||
Value of property | 44,000 | ||||||||
First commitment amount | 5,000 | ||||||||
Additonal commitment amount | 5,000 | ||||||||
Second commitment amount | 34,000 | ||||||||
First Capital Real Estate Trust Incorporated (the "Contributor Parent") [Member] | Optional Contribution Agreement [Member] | FC Global Realty Operating Partnership, LLC [Member] | Preferred A Stock [Member] | |||||||||
Proceeds from issuance of convertible preferred stock | $ 86,450 | ||||||||
[1] | Fair value of Common shares based on quoted market price on date of transaction and Fair value of preferred shares based on the number of common shares to which they can be converted on the transaction date |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |||
Raw materials and work-in-process | $ 1,968 | ||
Finished goods | 5,368 | ||
Total inventories | 7,336 | ||
Less Assets held for sale | [1] | (7,336) | |
Total inventory | |||
[1] | Inventory was classified as part of the assets held for sale as of December 31, 2016. In January 2017, all of the consumer inventory was sold to ICTV (see also Note 2 and 4). |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | $ 782 | $ 5,876 | |
Accumulated depreciation and amortization | (777) | (4,888) | |
Total property and equipment, net | 5 | 988 | |
Less Assets held for sale | [1] | (911) | |
Total property and equipment, net | 5 | ||
Equipment, Computer Hardware and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 320 | 5,005 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 350 | 433 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | $ 112 | $ 438 | |
[1] | In January 2017, the consumer division property and equipment was sold to ICTV (see also Note 2 and 4). |
Property and Equipment, net (58
Property and Equipment, net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 178 | $ 292 |
Patents and Licensed Technolo59
Patents and Licensed Technologies, net (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Finite-Lived Intangible Assets, Net [RollForward] | ||
Gross Amount beginning of period | ||
Disposals | ||
Translation differences | $ (285) | |
Gross Amount end of period | ||
Accumulated amortization | ||
Impairment of assets (see Note 9 below) | ||
Total patents and licensed technology | ||
Patents And Licensed Technologies [Member] | ||
Finite-Lived Intangible Assets, Net [RollForward] | ||
Gross Amount beginning of period | $ 3,235 | 3,376 |
Disposals | (177) | |
Translation differences | 36 | |
Gross Amount end of period | 3,235 | |
Accumulated amortization | (1,974) | |
Impairment of assets (see Note 9 below) | (1,261) | |
Total patents and licensed technology |
Patents and Licensed Technolo60
Patents and Licensed Technologies, net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Patents And Licensed Technologies [Member] | ||
Amortization expense | $ 0 | $ 230 |
Goodwill and Other Intangible61
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Balance at beginning | $ 3,581 | |
Disposal on sale of assets | (1,039) | |
Impairment of goodwill | (2,257) | |
Translation differences | (285) | |
Balance at ending |
Goodwill and Other Intangible62
Goodwill and Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill | $ 3,581 | ||||
Impairment of goodwill and intangible assets | $ 1,439 | ||||
Impairment of goodwill | 2,257 | ||||
Impairment of long-lived assets and intangibles | |||||
Consumer [Member] | |||||
Goodwill | 1,039 | 1,039 | |||
Impairment of goodwill and intangible assets | $ 3,518 | ||||
Impairment of goodwill | 2,257 | ||||
Impairment of long-lived assets and intangibles | 1,261 | ||||
Other Intangible Assets [Member] | |||||
Goodwill | 24,005 | 24,005 | |||
Definite-lived intangibles | $ 12,000 | $ 12,000 |
Accrued Compensation and rela63
Accrued Compensation and related expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |||
Accrued payroll and related taxes | $ 453 | $ 262 | |
Accrued vacation | 14 | 66 | |
Accrued commissions and bonuses | [1] | 3,701 | |
Total accrued compensation and related expense | $ 467 | $ 4,029 | |
[1] | The amount related to the obligation the Company had in connection with the Payout Notes Holders as of December 31, 2016. On December 22, 2017, the then outstanding payout notes were converted into shares of common stock of the Company (see also Note 14). |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Accrued taxes, including liability for unrecognized tax benefit, (see also Note 15) | $ 1,549 | $ 1,606 |
Other accrued liabilities | 901 | 4,417 |
Total other accrued liabilities | $ 2,450 | $ 6,023 |
Note payable (Details Narrative
Note payable (Details Narrative) - USD ($) $ in Thousands | Apr. 07, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Notes payable (including current and noncurrent) | $ 459 | ||
Notes payable, noncurrent | $ 454 | ||
Interest Contribution Agreement [Member] | Installment Note [Member] | George Zambelli [Member] | |||
Principal amount | $ 470 | ||
Interest rate on note | 8.00% | ||
Frequency of periodic payment | Monthly basis from the Initial Closing. |
Commitments and Contingencies66
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Annual minimum payments under operating lease [Abstract] | |
2,018 | $ 70 |
Commitments and Contingencies67
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Jan. 12, 2018 | May 27, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Loss Contingencies [Line Items] | ||||
Rent expense | $ 188 | $ 550 | ||
Subsequent Event [Member] | Avalon Jubilee LLC [Member] | ||||
Loss Contingencies [Line Items] | ||||
Impairment expense | $ 1,439 | |||
Merger And Reorganization [Member] | Merger And Reorganization Agreement [Member] | ||||
Loss Contingencies [Line Items] | ||||
Expense reimbursement | $ 750 | |||
Merger And Reorganization Agreement [Member] | DS Healthcare Group, Inc [Member] | ||||
Loss Contingencies [Line Items] | ||||
Termination fee | $ 3,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Dividend yield (%) | 0.00% | 0.00% |
Expected volatility (%) | 36.90% | 36.90% |
Risk free interest rate (%) | 1.72% | 1.74% |
Strike price | $ 1 | $ 1 |
Probability of if-converted scenario (%) | 90.00% | 90.00% |
Probability assumed liquidation scenario (%) | 10.00% | 10.00% |
Expected term of Option (years) | 1 year | 1 year |
Series B Preferred Stock [Member] | ||
Strike price | $ 1.24 | $ 1.13 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Opening balance | $ (1,408) | |
Proceeds from issuance of Series B Shares | 1,458 | |
Amortization of discount | ||
Accretion of cumulative dividend | 3 | |
Closing balance | (3,618) | (1,408) |
Series B Preferred Stock [Member] | ||
Opening balance | ||
Proceeds from issuance of Series B Shares | 1,500 | |
Recognition of written call Option as a discount of Series B Shares | (1,500) | |
Amortization of discount | 84 | |
Accretion of cumulative dividend | 3 | |
Closing balance | $ 87 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding, beginning of year | 134,150 | 150,138 |
Granted | ||
Exercised | ||
Expired/cancelled | (133,150) | (15,988) |
Outstanding, end of year | 1,000 | 134,150 |
Exercisable, end of year | 800 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning of year | $ 85.22 | $ 67.99 |
Granted | ||
Exercised | ||
Expired/cancelled | 91.43 | 82.26 |
Outstanding, end of year | 75 | $ 85.22 |
Exercisable, end of year | $ 75 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Nonvested Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding, beginning of year | 129,361 | 258,572 |
Granted | ||
Vested/cancelled | (122,861) | (129,211) |
Outstanding, end of year | 6,500 | 129,361 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Outstanding, beginning of year | $ 11.11 | $ 10.57 |
Granted | ||
Vested/cancelled | 14.69 | 10.04 |
Outstanding, end of year | $ 9.25 | $ 11.11 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 22, 2017 | Oct. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2018 |
Common stock, voting rights | The Company’s common stock confer upon their holders the following rights: ■ The right to participate and vote in the Company’s stockholder meetings, whether annual or special. Each share will entitle its holder, when attending and participating in the voting in person or via agent or letter, to one vote; ■ The right to a share in the distribution of dividends, whether in cash or in the form of bonus shares, the distribution of assets or any other distribution pro rata to the par value of the shares held by them; ■ The right to a share in the distribution of the Company’s excess assets upon liquidation pro rata to the par value of the shares held by them. | ||||
Preferred stock, shares authorized (in shares) | 32,000,000 | ||||
Preferred stock, shares issued (in shares) | 0 | ||||
Reverse stock split | 1-for-5 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Common stock, authorized | 500,000,000 | 50,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||
Preferred stock, authorized | 32,000,000 | ||||
Proceeds from redeemable convertible preferred stock | $ 1,458 | ||||
General and administrative expenses | $ 10,817 | ||||
Payout Notes [Member] | |||||
Notes interest rate | 10.00% | ||||
Description of notes collateral | The Payout Notes were secured by a security interest in all of the properties, assets and personal property of the Company (the “Security Agreement”). | ||||
Notes maturity date | Oct. 12, 2018 | ||||
Notes frequency periodic payment | Monthly Interest Payment | ||||
Payout Notes [Member] | Mr. Dolev Rafaeli [Member] | |||||
Principal amounts | $ 3,134 | ||||
Payout Notes [Member] | Mr. Dennis M. McGrath [Member] | |||||
Principal amounts | 978 | ||||
Payout Notes [Member] | Mr. Yoav Ben-Dror [Member] | |||||
Principal amounts | $ 1,515 | ||||
Common Stock [Member] | |||||
Number of shares issued | 879,234 | ||||
First Contribution Agreement [Member] | Payout Notes [Member] | |||||
Notes interest rate | 10.00% | ||||
Notes maturity term | 1 year | ||||
Description of notes conversion | The principal would convert to shares of the Company’s Common Stock at the lower of (i) the Per Share Value or (ii) the VWAP with respect to on-exchange transactions in the Company’s Common Stock executed on the NASDAQ during the 30 trading days prior to the maturity date as reported by Bloomberg L.P.; provided, however, that the value of the Company’s Common Stock should in no event be less than $1.75 per share. | ||||
Description of notes collateral | The Payout Notes would be secured by a security interest in all assets of the Company; provided, however, that such security interest would be subordinated to any (i) claims or liens to the holders of any debt (including mortgage debt) being assumed by the Company as a result of the transaction contemplated by the Agreement, and (ii) all post-closing indebtedness incurred by the Company or its subsidiaries. | ||||
First Contribution Agreement [Member] | Common Stock [Member] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||
Common stock, authorized | 879,234 | ||||
Stock Grant Agreement [Member] | Payout Notes [Member] | |||||
Notes payment terms | The Company also agreed to make 12 monthly payments | ||||
Notes frequency periodic payment | monthly payments | ||||
Date of first required payment | Jan. 1, 2018 | ||||
Number of shares issued upon conversion | 5,628,291 | ||||
Number of shares issued upon conversion, value | $ 5,626 | ||||
Number of shares issued | 1,857,336 | ||||
Stock Grant Agreement [Member] | Payout Notes [Member] | Mr. Dolev Rafaeli [Member] | |||||
Notes periodic payment | $ 7 | ||||
Stock Grant Agreement [Member] | Payout Notes [Member] | Mr. Dennis M. McGrath [Member] | |||||
Notes periodic payment | 21 | ||||
Stock Grant Agreement [Member] | Payout Notes [Member] | Mr. Yoav Ben-Dror [Member] | |||||
Notes periodic payment | $ 10 | ||||
Separation Agreement [Member] | Mr. Suneet Singal [Member] | |||||
Number of shares issued | 1,000,000 | ||||
Number of shares vest | 333,333 | ||||
General and administrative expenses | $ 910 | ||||
Separation Agreement [Member] | Mr. Suneet Singal [Member] | First Anniversary [Member] | |||||
Number of shares vest | 333,333 | ||||
Separation Agreement [Member] | Mr. Suneet Singal [Member] | Two Anniversary [Member] | |||||
Number of shares vest | 333,334 | ||||
Securities Purchase Agreement [Member] | Opportunity Fund I-SS, LLC (Investor) [Member] | |||||
Principal amounts | $ 15,000,000 | ||||
Shares issued price per share (in dollars per share) | $ 1 | ||||
Preferred A Stock [Member] | |||||
Preferred stock, shares authorized (in shares) | 3,000,000 | ||||
Preferred stock, shares issued (in shares) | 123,668 | ||||
Preferred stock, voting rights | Except as otherwise provided in the Series A Certificate of Designation or as otherwise required by law, the Convertible Series A Preferred Stock shall have no voting rights. However, as long as any shares of Convertible Series A Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Convertible Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Convertible Series A Preferred Stock or alter or amend the Series A Certificate of Designation, (b) amend the Company’s articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (c) increase the number of authorized shares of Convertible Series A Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. | ||||
Preferred stock, conversion basis | Each share of Convertible Series A Preferred Stock shall be convertible, at any time and from time to time from at the option of the holder thereof, into that number of shares of common stock determined by dividing $62.9575 by the Conversion Price. The Conversion Price for the Series A Convertible Preferred Stock is equal to $2.5183, subject to adjustment as described in the Series A Certificate of Designation. | ||||
Preferred stock, dividend payment terms | Except for stock dividends or distributions for which adjustments are to be made, holders shall be entitled to receive, and the Company shall pay, dividends on shares of Convertible Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Convertible Series A Preferred Stock. | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||
Preferred stock, authorized | 3,000,000 | ||||
Number of shares issued | |||||
Preferred A Stock [Member] | First Contribution Agreement [Member] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||
Common stock, authorized | 123,668 | ||||
Preferred A Stock [Member] | Purchase Agreement [Member] | |||||
Number of shares issued upon conversion | 56.2 | ||||
Conversion price (in dollars per share) | $ 2.5183 | ||||
Description of modification of preferred stock | As modification for which the fair value of the Series A Shares shall be measured pre-and post-modification subject to the stockholders’ approval. Should the fair value change by greater than 10% as a result of the modification, any original Series A Shares will be considered extinguished with the incremental value reflected in expense. Should the modification not result in a greater than 10% change, the modification of the conversion feature for the Series A. | ||||
Preferred A Stock [Member] | Purchase Agreement [Member] | Subsequent Event [Member] | |||||
Conversion price (in dollars per share) | $ 1.12024 | ||||
Redeemable Convertible Series B Preferred Stock [Member] | |||||
Redeemable convertible preferred stock series B, shares authorized (in shares) | 15,000,000 | ||||
Redeemable convertible preferred stock series B, voting rights | Each holder of the Series B Shares shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series B Shares held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter subject to certain conversion limitations. | ||||
Redeemable convertible preferred stock series B, conversion basis | Each Series B Share shall be convertible at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and non-assessable Common Stock as is determined by dividing the original issue price plus accrued, but unpaid, dividends by the applicable conversion price at that time in effect for such Series B Share. The Series B Shares are automatically converted to Common Stock on May 31, 2018 should voluntary conversion or redemption not occur prior to that time. | ||||
Redeemable convertible preferred stock series B, dividend payment terms | Holders of the Series B Shares shall receive cumulative dividends, pro rata among such holders, prior to and in preference to any dividend on the Company’s outstanding Common Stock and Series A Convertible Preferred Stock, at the per annum rate of 8% of the Series B Original Issue Price ($1.00). | ||||
Redeemable convertible preferred stock series B, redemption price per share (in dollars per share) | $ 1 | $ 1.33 | |||
Redeemable convertible preferred stock series B, liquidation preference, value | $ 1,503,000 | ||||
Number of shares issued | |||||
Redeemable Convertible Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | Opportunity Fund I-SS, LLC (Investor) [Member] | |||||
Number of shares issued upon conversion | 1.24789 | ||||
Number of shares issued | 1,500,000 | ||||
Proceeds from redeemable convertible preferred stock | $ 1,500 | ||||
Change in the fair value of the instrument | $ 1,194 | ||||
Direct and incremental issuance costs | 42 | ||||
Conversion price (in dollars per share) | $ 1 | ||||
Beneficial conversion feature | $ 372 | ||||
Redeemable Convertible Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | Opportunity Fund I-SS, LLC (Investor) [Member] | Noncurrent Financial Liability [Member] | |||||
Redeemable convertible preferred stock series B, redemption value | $ 5,584 |
Stockholders' Equity (Details73
Stockholders' Equity (Details Narrative 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
General and administrative expenses | $ 10,817 | |
Restricted Stock [Member] | ||
Equity-based compensation expense | 69 | $ 1,969 |
General and administrative expenses | 2,364 | |
Unrecognized compensation cost related to non-vested stock awards | $ 35 | |
Non-vested stock awards weighted-average period | 8 months 16 days | |
Non-Employee Director Stock Option Plan [Member] | ||
Number of shares authorized (in shares) | 74,000 | |
Number of shares reserved for issuance (in shares) | 2,135 | |
Number of shares reserved for outstanding stock options (in shares) | 12,079 | |
Number of shares available for future issuance (in shares) | 71,865 | |
Equity Compensation Plan ("2005 Equity Plan") [Member] | ||
Number of shares authorized (in shares) | 1,200,000 | |
Number of shares reserved for issuance (in shares) | 467,328 | |
Number of shares reserved for outstanding stock options (in shares) | 143,815 | |
Number of shares available for future issuance (in shares) | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income (loss) before income tax: | ||
Loss from continuing operations before income taxes (As Restated) | $ (16,933) | |
Foregin | ||
Income tax expense (benefit) | ||
Israel Tax Authority [Member] | Foreign Tax Authority [Member] | ||
Income (loss) before income tax: | ||
Foregin income (loss) before income tax | (453) | |
Foregin | ||
Current | ||
Deferred | ||
Internal Revenue Service (IRS) [Member] | Federal Tax Authority [Member] | ||
Income (loss) before income tax: | ||
Domestic income (loss) before income tax | (16,261) | |
Her Majesty's Revenue and Customs (HMRC) [Member] | Foreign Tax Authority [Member] | ||
Income (loss) before income tax: | ||
Foregin income (loss) before income tax | $ (219) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of the federal statutory income tax rate to the effective income tax rate [Abstract] | ||
Federal Tax rate | 34.00% | 34.00% |
Federal tax expense (benefit) at 34% (As Restated) | $ (5,758) | |
State and local income tax, net of Federal benefit | (271) | |
Foreign rate differential | 519 | |
Increase in taxes from permanent differences in stock-based compensation | 333 | |
Increase in taxes from permanent difference in Intangible asset impairment | ||
US taxation of foreign earnings - Subpart F | ||
Return to provision and other adjustments | 289 | |
Impact of deferred tax adjustments | ||
Federal Tax reform (As Restated) | 17,260 | |
Change in valuation allowance (As Restated) | (12,372) | |
Income tax expense (benefit) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Components of deferred income tax assets and liabilities [Abstract] | ||
Loss carryforwards | $ 29,693 | $ 30,770 |
AMT credits | 112 | 112 |
Foreign tax credits | 12,308 | 12,308 |
Accrued employment expenses | 11 | 2,652 |
Amortization and write-offs | 875 | 1,299 |
Capitalized R&D costs | 1,013 | 1,342 |
Deferred revenues | 6,263 | |
Depreciation | 635 | 1,224 |
Doubtful accounts | 225 | |
Inventory reserves | 459 | |
Tax on undistributed earnings | (517) | (517) |
Other accruals and reserves (As Restated) | 1,737 | 602 |
Return allowances | 456 | |
Gross deferred tax asset (As Restated) | 45,867 | 57,195 |
Less: valuation allowance (As Restated) | (45,867) | (57,195) |
Net deferred tax asset | ||
Among other non-current liabilities |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of the beginning and ending amount of unrecognized tax benefits [Roll Forward] | ||
Beginning balance | $ 1,921 | $ 1,921 |
Additions / Settlements | ||
Ending balance | $ 1,921 | $ 1,921 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Jan. 04, 2017 | Apr. 01, 2015 | Apr. 01, 2014 | Mar. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 |
Operating Loss Carryforwards [Line Items] | ||||||
Income tax rate | 34.00% | 34.00% | ||||
Revaluation of deferred tax assets and liabilities | $ 17,300 | |||||
Minimum [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax rate | 21.00% | |||||
Maximum [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax rate | 35.00% | |||||
Foreign Tax Authority [Member] | Israel Tax Authority [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Standard corporate income tax rate | 25.00% | |||||
Reduction in standard corporate income tax rate | 1.50% | |||||
Foreign Tax Authority [Member] | Israel Tax Authority [Member] | Minimum [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Standard corporate income tax rate | 25.00% | |||||
Foreign Tax Authority [Member] | Israel Tax Authority [Member] | Maximum [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Standard corporate income tax rate | 26.50% | |||||
Foreign Tax Authority [Member] | Her Majesty's Revenue and Customs (HMRC) [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Standard corporate income tax rate | 20.00% | 21.00% | 23.00% | |||
Description of standard corporate income tax rate | The rate further reduced to 19% effective April 1, 2017. | |||||
Foreign Tax Authority [Member] | Her Majesty's Revenue and Customs (HMRC) [Member] | Photo Therapeutics Limited [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Operating loss carryforwards | $ 12,800 | |||||
Percentage of valuation allowance | 100.00% | |||||
Federal Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Operating loss carryforwards | $ 12,500 | |||||
Federal Jurisdiction [Member] | Internal Revenue Service (IRS) [Member] | Minimum [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Expiration year | 2,022 | |||||
Federal Jurisdiction [Member] | Internal Revenue Service (IRS) [Member] | Maximum [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Expiration year | 2,037 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Subsequent Event [Member] - USD ($) $ in Thousands | Feb. 12, 2018 | Jan. 24, 2018 |
Securities Purchase Agreement [Member] | Series B Preferred Stock [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 2,225,000 | |
Value of shares issued | $ 2,225 | |
Amended and Restated Separation Agreement [Membe]r | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 271,000 | |
Periodic payment | $ 123 | |
Payment terms | 11 installments as follows: the first 6 installments of $10 each, and the following five installments of $12.5 each. The first payment was made on February 15, 2018, and subsequent payments are to be made on or before the 15th day of each succeeding month, with the final installment to be paid on or before December 15, 2018. | |
Insurance reimbursements | $ 3 |