Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-34785 | |
Entity Registrant Name | XWELL, Inc. | |
Entity Central Index Key | 0001410428 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-4988129 | |
Entity Address, Address Line One | 254 West 31st Street | |
Entity Address, Address Line Two | 11th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 212 | |
Local Phone Number | 750-9595 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | XWEL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 83,232,262 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 49,429 | $ 105,506 |
Accounts receivable | 1,309 | 615 |
Contract Assets | 1,128 | |
Inventory | 940 | 1,763 |
Other current assets | 2,375 | 1,095 |
Total current assets | 55,181 | 108,979 |
Restricted cash | 751 | 751 |
Property and equipment, net | 8,102 | 6,658 |
Intangible assets, net | 4,414 | 3,732 |
Operating lease right of use assets, net | 10,299 | 4,336 |
Goodwill | 4,024 | |
Other assets | 2,205 | 2,810 |
Total assets | 84,976 | 127,266 |
Current liabilities | ||
Accounts payable, accrued expenses and other | 7,981 | 12,958 |
Current portion of operating lease liabilities | 2,746 | 2,736 |
Deferred revenue | 257 | 549 |
Current portion of promissory note, unsecured | 3,584 | |
Total current liabilities | 10,984 | 19,827 |
Long-term liabilities | ||
Operating lease liabilities | 12,465 | 7,504 |
Total liabilities | 23,449 | 27,331 |
Commitments and contingencies (see Note 15) | ||
Equity | ||
Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 83,232,262 and 101,269,349 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 832 | 1,013 |
Additional paid-in capital | 467,268 | 487,306 |
Accumulated deficit | (414,655) | (395,275) |
Accumulated other comprehensive loss | (560) | (312) |
Total equity attributable to XWELL, Inc. | 52,885 | 92,732 |
Noncontrolling interests | 8,642 | 7,203 |
Total equity | 61,527 | 99,935 |
Total liabilities and equity | $ 84,976 | $ 127,266 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 83,232,262 | 101,269,349 |
Common stock, outstanding | 83,232,262 | 101,269,349 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue, net | ||||
Total revenue, net | $ 10,736 | $ 26,767 | $ 48,381 | $ 44,371 |
Cost of sales | ||||
Labor | 5,222 | 4,277 | 16,161 | 7,419 |
Occupancy | 1,082 | 587 | 3,412 | 1,511 |
Products and other operating costs | 3,035 | 8,798 | 17,170 | 16,592 |
Total cost of sales | 9,339 | 13,662 | 36,743 | 25,522 |
Depreciation and amortization | 1,564 | 852 | 4,329 | 2,542 |
Impairment of long-lived assets | 677 | 677 | ||
Loss on disposal of assets, net | 325 | 273 | 22 | |
Impairment of operating lease right-of-use assets | 38 | 38 | ||
General and administrative | 6,447 | 5,196 | 24,193 | 14,350 |
Total operating expenses | 18,390 | 19,710 | 66,253 | 42,436 |
Operating (loss) income | (7,654) | 7,057 | (17,872) | 1,935 |
Interest income, net | 114 | 6 | 159 | 31 |
Other non-operating expense, net | (136) | (381) | (650) | (830) |
(Loss) income before income taxes | (7,676) | 6,682 | (18,363) | 1,136 |
Income tax expense | (3) | (87) | (5) | (79) |
Net (loss) income | (7,679) | 6,595 | (18,368) | 1,057 |
Net loss (income) attributable to noncontrolling interests | 500 | (998) | (1,012) | (983) |
Net (loss) income attributable to XWELL, Inc. | (7,179) | 5,597 | (19,380) | 74 |
Net (loss) income | (7,679) | 6,595 | (18,368) | 1,057 |
Other comprehensive loss from operations | (102) | (52) | (248) | (63) |
Comprehensive (loss) income | $ (7,781) | $ 6,543 | $ (18,616) | $ 994 |
Loss per share | ||||
Basic loss per share (in dollars per share) | $ (0.08) | $ 0.05 | $ (0.20) | |
Diluted (loss) earnings per share (in dollars per share) | $ (0.08) | $ 0.05 | $ (0.20) | |
Weighted-average number of shares outstanding during the period | ||||
Basic (in shares) | 94,621,339 | 105,531,418 | 97,167,867 | 103,950,731 |
Diluted (in shares) | 94,621,339 | 105,957,317 | 97,167,867 | 104,301,344 |
Managed services fees | ||||
Revenue, net | ||||
Total revenue, net | $ 16,843 | |||
Patient services revenue | ||||
Revenue, net | ||||
Total revenue, net | $ 4,607 | $ 25,351 | $ 31,728 | 25,351 |
Services | ||||
Revenue, net | ||||
Total revenue, net | 4,924 | 1,158 | 13,488 | 1,761 |
Products | ||||
Revenue, net | ||||
Total revenue, net | 542 | $ 258 | 1,308 | 402 |
Hyperpointe Services | ||||
Revenue, net | ||||
Total revenue, net | 659 | 1,853 | ||
Other | ||||
Revenue, net | ||||
Total revenue, net | $ 4 | $ 4 | $ 14 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total Company equity | Non-controlling interests | Total |
Balance at Dec. 31, 2020 | $ 941 | $ 475,709 | $ (398,624) | $ (220) | $ 77,806 | $ 2,565 | $ 80,371 | |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 94,058,853 | |||||||
Warrant exercises, net of costs | $ 112 | 16,895 | 17,007 | 17,007 | ||||
Warrant exercises, net of costs (in shares) | 11,223,529 | |||||||
Stock-based compensation | 264 | 264 | 741 | 1,005 | ||||
Net (loss) income | (1,056) | (1,056) | 248 | (808) | ||||
Foreign currency translation | (16) | (16) | (16) | |||||
Contributions from noncontrolling interests | 333 | 333 | ||||||
Balance at Mar. 31, 2021 | $ 1,053 | 492,868 | (399,680) | (236) | 94,005 | 3,887 | 97,892 | |
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 105,282,382 | |||||||
Balance at Dec. 31, 2020 | $ 941 | 475,709 | (398,624) | (220) | 77,806 | 2,565 | 80,371 | |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 94,058,853 | |||||||
Net (loss) income | 1,057 | |||||||
Balance at Sep. 30, 2021 | $ 1,053 | 493,814 | (398,550) | (283) | 96,034 | 7,889 | 103,923 | |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 105,327,379 | |||||||
Balance at Mar. 31, 2021 | $ 1,053 | 492,868 | (399,680) | (236) | 94,005 | 3,887 | 97,892 | |
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2021 | 105,282,382 | |||||||
Issuance of Common Stock for services | $ 2 | 318 | 320 | 320 | ||||
Issuance of Common Stock for services (in shares) | 223,637 | |||||||
Restricted stock units vested (in shares) | 27,983 | |||||||
Stock-based compensation | 267 | 267 | 61 | 328 | ||||
Net (loss) income | (4,467) | (4,467) | (263) | (4,730) | ||||
Foreign currency translation | 5 | 5 | 5 | |||||
Redemption of certain noncontrolling interests | (133) | (133) | ||||||
Balance at Jun. 30, 2021 | $ 1,055 | 493,453 | (404,147) | (231) | 90,130 | 3,552 | 93,682 | |
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 105,534,002 | |||||||
Consolidation of Variable Interest Entities | 4,307 | 4,307 | ||||||
Issuance of Common Stock for services | 29 | 29 | 29 | |||||
Restricted stock units vested (in shares) | 35,043 | |||||||
Stock-based compensation | 767 | 767 | 23 | 790 | ||||
Net (loss) income | 5,597 | 5,597 | 998 | 6,595 | ||||
Foreign currency translation | (52) | (52) | (52) | |||||
Repurchase and retirement of common stock | $ (2) | (448) | (450) | (450) | ||||
Repurchase and retirement of common stock (in shares) | (250,000) | |||||||
Distributions to noncontrolling interests | (991) | (991) | ||||||
Stock option exercises | 13 | 13 | 13 | |||||
Stock option exercises (in shares) | 8,334 | |||||||
Balance at Sep. 30, 2021 | $ 1,053 | 493,814 | (398,550) | (283) | 96,034 | 7,889 | 103,923 | |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 105,327,379 | |||||||
Balance at Dec. 31, 2021 | $ 1,013 | 487,306 | (395,275) | (312) | 92,732 | 7,203 | $ 99,935 | |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 101,269,349 | 101,269,349 | ||||||
Issuance of Common Stock for acquisition | $ 5 | 901 | 906 | $ 906 | ||||
Issuance of Common Stock for acquisition (in shares) | 552,487 | |||||||
Vesting of restricted stock units (shares) | 391,820 | |||||||
Vesting of restricted stock units (Value) | $ 4 | (4) | ||||||
Value of Shares Withheld to fund payroll taxes | (73) | (73) | (73) | |||||
Stock-based compensation | 1,543 | 1,543 | 1,543 | |||||
Net (loss) income | (4,283) | (4,283) | 1,521 | (2,762) | ||||
Foreign currency translation | (41) | (41) | (41) | |||||
Repurchase and retirement of common stock | $ (71) | (11,024) | (11,095) | (11,095) | ||||
Repurchase and retirement of common stock (in shares) | (7,142,446) | |||||||
Distributions to noncontrolling interests | (824) | (824) | ||||||
Contributions from noncontrolling interests | 200 | 200 | ||||||
Balance at Mar. 31, 2022 | $ 951 | 478,649 | (399,558) | (353) | 79,689 | 8,100 | 87,789 | |
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 95,071,210 | |||||||
Balance at Dec. 31, 2021 | $ 1,013 | 487,306 | (395,275) | (312) | 92,732 | 7,203 | $ 99,935 | |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 101,269,349 | 101,269,349 | ||||||
Payment of withholding taxes on RSUs | $ 73 | |||||||
Net (loss) income | (18,368) | |||||||
Repurchase and retirement of common stock | $ (23,789) | |||||||
Repurchase and retirement of common stock (in shares) | (19,526,706) | |||||||
Balance at Sep. 30, 2022 | $ 832 | 467,268 | (414,655) | (560) | 52,885 | 8,642 | $ 61,527 | |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 83,232,262 | 83,232,262 | ||||||
Balance at Mar. 31, 2022 | $ 951 | 478,649 | (399,558) | (353) | 79,689 | 8,100 | $ 87,789 | |
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2022 | 95,071,210 | |||||||
Vesting of restricted stock units (shares) | 289,061 | |||||||
Vesting of restricted stock units (Value) | $ 3 | (3) | ||||||
Grant of stock options for services | 15 | 15 | 15 | |||||
Stock-based compensation | 771 | 771 | 549 | 1,320 | ||||
Net (loss) income | (7,918) | (7,918) | (9) | (7,927) | ||||
Repurchase of common stock | $ (1,021) | (1,021) | (1,021) | |||||
Repurchase of common stock (in shares) | (1,338,404) | |||||||
Foreign currency translation | (105) | (105) | (105) | |||||
Distributions to noncontrolling interests | (132) | (132) | ||||||
Balance at Jun. 30, 2022 | $ 954 | $ (1,021) | 479,432 | (407,476) | (458) | 71,431 | 8,508 | 79,939 |
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 95,360,271 | |||||||
Treasury Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022 | (1,338,404) | |||||||
Vesting of restricted stock units (shares) | 256,251 | |||||||
Vesting of restricted stock units (Value) | $ 2 | (2) | ||||||
Grant of stock options for services | 16 | 16 | 16 | |||||
Stock-based compensation | 392 | 392 | 91 | 483 | ||||
Net (loss) income | (7,179) | (7,179) | (500) | (7,679) | ||||
Foreign currency translation | (102) | (102) | (3) | (105) | ||||
Repurchase and retirement of common stock | $ (124) | $ 1,021 | (12,570) | (11,673) | (11,673) | |||
Repurchase and retirement of common stock (in shares) | (12,384,260) | 1,338,404 | ||||||
Contributions from noncontrolling interests | 546 | 546 | ||||||
Balance at Sep. 30, 2022 | $ 832 | $ 467,268 | $ (414,655) | $ (560) | $ 52,885 | $ 8,642 | $ 61,527 | |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 83,232,262 | 83,232,262 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net (loss) income | $ (18,368) | $ 1,057 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,329 | 2,542 |
Impairment of long-lived assets | 715 | |
Loss on disposal of assets, net | 273 | 22 |
Amortization of operating lease right of use asset | 1,357 | 1,162 |
Issuance of shares of Common Stock for services | 31 | 349 |
Stock-based compensation | 3,346 | 2,123 |
Loss on equity investment | 528 | 716 |
Changes in assets and liabilities: | ||
Decrease (increase) in inventory | 794 | (1,385) |
(Increase) decrease in accounts receivable | (352) | 74 |
(Increase) decrease in contract assets | (1,128) | |
(Decrease) increase in deferred revenue | (1,015) | (890) |
Other assets, current and non-current | (1,137) | 519 |
Other liabilities, current and non-current | (3,913) | (3,035) |
{Decrease) increase in accounts payable | (2,866) | 2,713 |
Net cash provided by (used in) operating activities | (17,406) | 5,967 |
Cash flows from investing activities | ||
Acquisition of property and equipment | (5,797) | (2,650) |
Cash acquired on consolidation of certain Variable Interest Entities | 2,434 | |
Acquisition of HyperPointe net of cash assumed | (4,853) | |
Acquisition of software | (279) | (2,156) |
Net cash used in investing activities | (10,929) | (2,372) |
Cash flows from financing activities | ||
Proceeds from direct offerings of Common Stock and warrants exercises, net of costs | 17,007 | |
Redemption of non-controlling interests | (133) | |
Repurchase of Common Stock | (23,789) | (450) |
Contributions from noncontrolling interests | 746 | 333 |
Proceeds from stock option exercises | 13 | |
Payments for shares withheld on vesting | (73) | |
Repayment of Paycheck Protection Program | (3,584) | |
Distributions to noncontrolling interests | (956) | (991) |
Net cash provided by (used in) financing activities | (27,656) | 15,779 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (86) | 36 |
(Decrease)/ Increase in cash, cash equivalents and restricted cash | (56,077) | 19,410 |
Cash, cash equivalents, and restricted cash at beginning of the period | 106,257 | 90,502 |
Cash, cash equivalents, and restricted cash at end of the period | 50,180 | $ 109,912 |
Cash paid for | ||
Interest | 10 | |
Income taxes | 5 | |
Non-cash investing and financing transactions | ||
Capital expenditures included in Accounts payable, accrued expenses and other | 592 | |
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe | $ 906 |
General
General | 9 Months Ended |
Sep. 30, 2022 | |
General | |
General | XWELL, Inc. (Formerly known as XpresSpa Group, Inc.) and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except for share and per share data) Note 1. General Overview On October 25, 2022, the Company changed its name to XWELL, Inc. (“XWELL” or the “Company”) from XpresSpa Group, Inc. The Company’s common stock, par value $0.01 per share, which had previously been listed under the trading symbol “XSPA” on the Nasdaq Capital Market, now trades under the trading symbol “XWEL” since the opening of the trading market on October 25, 2022. In pursuance, the Company amended and restated its certificate of incorporation filed with the Delaware Secretary of State on October 24, 2022 (the “Amended and Restated Certificate”). In addition, prior to filing the Amended and Restated Certificate, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with respect to its Series A Convertible Preferred Stock, par value $0.01 per share, Series D Convertible Preferred Stock, par value $0.01 per share, Series E Convertible Preferred Stock, par value $0.01 per share, and Series F Convertible Preferred Stock, par value $0.01 per share (collectively, the “Eliminated Preferred Stock”) with the Delaware Secretary of State, becoming effective as of at 11:59 p.m., Eastern Time on October 24, 2022. The Certificate of Elimination (i) eliminated the previous designation of 6,968 shares of Series A Convertible Preferred Stock, none of which were outstanding at the time of filing, (ii) eliminated the previous designation of 500,000 shares of Series D Convertible Preferred Stock, none of which were outstanding at the time of filing, (iii) eliminated the previous designation of 2,397,060 shares of Series E Convertible Preferred Stock, none of which were outstanding at the time of filing, (iv) eliminated the previous designation of 9,000 shares of Series F Convertible Preferred Stock, none of which were outstanding at the time of filing, (v) caused such shares of Eliminated Preferred Stock to resume the status of authorized but unissued shares of preferred stock of the Company and (vi) eliminated all reference to the Eliminated Preferred Stock from the Company’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware and effective prior to the effective time of the Amended and Restated Certificate. XWELL is a leading global travel health and wellness services holding company. XWELL currently has four reportable operating segments: XpresSpa ® , Xpres Test ® , Treat ™ , and HyperPointe which was acquired in January 2022. XWELL’s subsidiary, XpresSpa Holdings, LLC (“XpresSpa”) has been a global airport retailer of spa services through its XpresSpa spa locations, offering travelers premium spa services, including massage, nail and skin care, as well as spa and travel products. Most of XpresSpa spa locations were closed between March 2020 and September 2021, largely due to the airport traffic remaining at insufficient levels to support operations at a unit level. During the period between March 2020 and September 2021, when the Company was unable to reopen its spa locations for normal operations, the Company in partnership with certain COVID-19 testing partners, successfully launched its XpresCheck Wellness Centers through its XpresTest, Inc. subsidiary (“XpresTest”), offering testing services, also in airports. XpresTest offers COVID-19 and other medical diagnostic testing services to the traveling public, as well as airline, airport and concessionaire employees, and TSA and U.S. Customs and Border Protection agents. XpresTest has entered into managed services agreements (“MSAs”) with professional medical services companies that provide health care services to patients. The medical services companies pay XpresTest a monthly fee to operate in the XpresCheck Wellness Centers. Under the terms of the MSAs, XpresTest provides office space, equipment, supplies, non-licensed staff, and management services in return for a management fee. Effective July 1, 2021, the Company determined that the medical service companies are variable interest entities (“VIEs”) due to their equity holders having sufficient capital at risk; and the Company having a variable interest in and being a primary beneficiary of the medical service companies. The Treat segment, which is operating through XWELL’s subsidiary Treat, Inc. (“Treat”) is a travel health and wellness brand that provides access to health and wellness services for travelers at on-site centers (currently located in JFK International Airport, Phoenix Sky Harbor International Airport and Salt Lake City International Airport). The Company’s HyperPointe segment, which the Company acquired in January 2022 ( see Note 7. Acquisition of HyperPointe Basis of Presentation and Principles of Consolidation The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8-03 of Regulation S-X, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as amended. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited annual financial statements but does not include all information required by GAAP for annual financial statements. The financial statements include the accounts of the Company, all entities that are wholly owned by the Company, and all entities in which the Company has a controlling financial interest as well as variable interest entities in which we are the primary beneficiaries. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company. Such adjustments are of a normal, recurring nature. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation. Recent Developments XpresSpa There are currently twenty operating XpresSpa domestic locations and the Company expects to re-open two additional domestic locations in the near-term as airport traffic return to sufficient levels to support operations at a unit level. . During 2022, the Company sold its two franchise locations in Austin-Bergstrom International Airport. During the fourth quarter of 2021, the Company began testing several new services to take advantage of a growing interest in non-traditional spa services and expansion of its retail offering to align more closely with the services the Company provides. The Company is evaluating the success of these new initiatives at each airport on an on-going basis and will incorporate changes to its approach as more of the portfolio is reactivated. The Company also has eight international locations operating, including three XpresSpa locations in Dubai International Airport in the United Arab Emirates, three XpresSpa locations in Schiphol Amsterdam Airport in the Netherlands and two XpresSpa locations in Istanbul Airport in Turkey. The Company had signed for 5 locations at Istanbul Airport in Turkey of which 3 of them opened after September 30, 2022: the Company expects to open the remaining two locations before the end of 2022. XpresCheck Wellness Centers XpresTest’s business has MSAs with state licensed physicians and nurse practitioners, under which we administer COVID-19 testing options, including a Polymerase Chain Reaction (PCR) test and a rapid PCR test. As of the date of this report, there are eight operating XpresCheck locations operating in eight airports, including one in Orlando International Airport, pre-security, in the South Walk area of the Main Terminal, which opened in March 2022. During 2022, as countries continued to relax their testing requirements resulting in rapid decline of testing volumes at the Company’s XpresCheck locations, the Company closed or consolidated its non performing XpresCheck Wellness Centers and XpresCheck Wellness Centers were assimilated into the Treat Segment. Also, due to the rapid decline of testing volumes at the Company’s XpresCheck locations, the company absorbed a loss of During 2021, XpresTest initiated a $2,001 eight-week pilot program with the Centers for Disease Control and Prevention (CDC) in collaboration with Concentric by Ginkgo Bioworks (NYSE: DNA). Under this program, XpresTest is conducting biosurveillance monitoring at four major U.S. airports (JFK International Airport, Newark Liberty International Airport, San Francisco International Airport, and Hartsfield-Jackson Atlanta International Airport) aimed at identifying existing and new SARS-CoV-2 variants. On January 31, 2022, the Company announced the extension of the program, bringing the total contract to $5,534. Approximately $4,166 and $1,368 of the full $5,534 amount was recognized during 2022 and the fourth quarter of 2021, respectively. During the third quarter of 2022, XpresTest, in partnership with Ginkgo Bioworks and in continuation of their support to the CDC’s traveler-based SARS-CoV-2 genomic surveillance program were awarded a new contract. The partnership is expected to support public health and biosecurity services totaling approximately $16,000, with an overall potential to exceed $61,000 based on CDC program options and public health priorities. As COVID-19 sub variants and other biological threats continue to emerge, the partners plan to expand the program footprint and incorporate innovative modalities and offerings, such as monitoring of wastewater from aircraft lavatories. The current contract with Ginkgo Bioworks related to the above partnership contains fixed pricing for which the Company is entitled to $6,761 for the sample collection (passenger and aircraft wastewater) and $570 for the traveler enrollment initiatives, which represents the amount of consideration that the Company is entitled. The Company recognizes revenue over time for both sample collection performance obligations, using the input method based on time elapsed to measure progress towards satisfying each of the performance obligations. The Company recognizes revenue ratably (straight line basis) over the term of the contract (one year). The Company will recognize revenue over time for the traveler enrollment initiative performance obligation based on the amount for which the Company has the right to invoice. The Company recorded $916 in revenue during the quarter ended September 30, 2022. Treat Treat is the Company’s new travel, health and wellness brand transforming the way we access care through a suite of health and wellness services supported by an integrated digital platform and a relevant retail offering to the traveling public. Treat’s on-site centers (currently located in JFK International Airport, Phoenix Sky Harbor International Airport and Salt Lake City International Airport) provide access to health and wellness services for travelers. The Treat teams provide travel-related diagnostic testing for virus, cold, flu and other illnesses as well as hydration therapy, IV drips, and vitamin injections. Travelers can purchase time blocks to use the Company’s wellness rooms to engage in interactive services like self-guided yoga, meditation and low impact weight exercises or to relax and unplug from the hectic pace of the airport and renew themselves before or after their trip. Treat offers a website (www.treat.com) and mobile app to complement the offering with relevant health and wellness content designed to help people on the go with information that could impact their travel. The platform provides travelers access to a comprehensive online marketplace of services including global illness tracker tools such as the COVID-19 Requirements Map, on-demand chat care by licensed providers, a health wallet to store personal and family health records (including COVID-19 testing results), and a scheduler to arrange for direct care at one of the Company’s on-site locations. The information on the Treat website is not incorporated by reference into this Quarterly Report on Form 10-Q and does not constitute a part of this Form 10-Q. HyperPointe Acquisition In January 2022, the Company announced and closed on the acquisition of gcg Connect, LLC d/b/a HyperPointe. The purchase price in the transaction consisted of $7,121 in cash and $906 in common stock, offset by the settlement of intercompany accounts payable of $770 as well as potential additional earn-out payments of up to $7,500 over a three-year timeframe based upon future performance; these earn-out payments may be satisfied in cash or common stock or a combination thereof subject to various terms and conditions. As of the acquisition date, and as of September 30, 2022, the Company believes that the fair value of the potential earnout payment is $0. HyperPointe currently operates as a new operating segment within XWELL. The chief executive officer of HyperPointe before the Company’s acquisition, continues to serve as the chief executive officer of HyperPointe, as well as serving as the chief executive officer of XpresCheck. See Note 7. Acquisition of HyperPointe Liquidity and Financial Condition As of September 30, 2022, the Company had cash and cash equivalents, excluding restricted cash, of $49,429, total current assets of $55,181, total current liabilities of $10,984 and positive working capital of $44,197 compared to a positive working capital of $89,152 as of December 31, 2021. Management has performed an assessment of the Company’s ability to continue as a going concern. As of the date of the report, the Company believes it has sufficient liquidity to fund operations for the next twelve months from the issuance of these financial statements. The Company’s liquidity projections and actual performance through issuance relies heavily on the success and profitability of the Company’s re-opened XpresSpa locations, and tailored service offerings. In addition, the Company’s future liquidity relies on the market acceptance to the Company’s new travel, health and wellness brand, Treat, which has generated a net loss of $1,290 and $4,049, for the three and nine months ended September 30, 2022, respectively. Furthermore, because the Company relies heavily on international and domestic airplane travel, any such decrease in demand for travel could have a negative impact on the Company’s operations and liquidity. |
Significant Accounting and Repo
Significant Accounting and Reporting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting and Reporting Policies | |
Significant Accounting and Reporting Policies | Note 2. Significant Accounting and Reporting Policies (a) Revenue Recognition Policy XpresSpa The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at the Company’s stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped. The Company has also entered into collaborative agreements with marketing partners whereby it sells certain of its partners’ products in its XpresSpa locations. The Company acts as an agent for revenue recognition purposes and therefore records revenue net of the revenue share payable to the partners. Upon receipt of the non-recurring, non-refundable initial collaboration fee, management records a deferred revenue liability and recognizes revenue on a straight-line basis over the life of the collaboration agreement. XpresTest Through its XpresCheck Wellness Centers and under the terms of the Managed Services Agreement (“MSA”) with Professional Limited Liability Companies (“PLLCs”) that in turn contract with physicians and Nurse Practitioners, the Company offers testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, as well as the traveling public. Under the terms of the MSAs which may be modified for commercial reasonableness and fair market value, XpresTest provides office space, equipment, supplies, non- licensed staff, and management services to be used for the purpose of COVID-19 and other medical diagnostic testing in return for a management fee which was deemed a performance obligation for recognizing revenue prior to July 1, 2021. Effective July 1, 2021 ( see Note 3. Variable Interest Entities Treat The Company recognizes revenue from the sale of Treat products and services when the services are rendered at Treat Centers and from the sale of products at the time products are purchased at the Treat Centers or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-centers and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the Treat retail and e-commerce businesses are recorded at the time goods are shipped. Also, under the terms of Treat’s contracts with PLLCs, whereby the PLLCs as their performance obligations provide travel-related diagnostic testing for virus, cold, flu and other illnesses as well as hydration therapy, IV drips, and vitamin injections. The Company determined that these PLLCs are variable interest entities due to their equity holders having insufficient capital at risk, and the Company having a variable interest and being the primary beneficiary of the PLLCs. As a result of this determination, the total revenue of the PLLCs is designated as revenue for the Company. This revenue is recognized at the point in time at which the service is performed by the PLLCs. HyperPointe The Company’s HyperPointe segment which we acquired in January 2022 ( see Note 7. Acquisition of HyperPointe), The Company excludes all sales taxes assessed to its customers from revenue. Sales taxes assessed on revenues are included in Accounts payable, accrued expenses and other ( b) Variable Interest Entities The Company evaluates its ownership, contractual, pecuniary, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex and involve judgment. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. (c) Business Combinations The Company applies the provisions of ASC Topic 805, Business Combinations (“ASC 805”) in the accounting for acquisitions of businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. While the Company uses its best estimates and assumptions to accurately apply preliminary values to assets acquired and liabilities assumed at the acquisition date, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets. Although the Company believes the assumptions and estimates that have been made are reasonable and appropriate, they are based in part on historical experience and information obtained from the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets the Company has acquired include future expected cash flows, and discount rates. (d) Goodwill The Company accounts for goodwill under ASC 350-30, Intangibles-Goodwill and Other . Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company performs a quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, goodwill of the reporting unit is considered impaired, and that excess is recognized as a goodwill impairment loss. Recently adopted accounting pronouncements Accounting Standards Update No. 2020-06—Debt--Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issued in August 2020, this update is intended to reduce the unnecessary complexity of the current guidance thus resulting in more accurate accounting for convertible instruments and consistent treatment from one entity to the next. Under current GAAP, there are five accounting models for convertible debt instruments. Except for the traditional convertible debt model that recognizes a convertible debt instrument as a single debt instrument, the other four models, with their different measurement guidance, require that a convertible debt instrument be separated (using different separation approaches) into a debt component and an equity or a derivative component. Convertible preferred stock also is required to be assessed under similar models. The Financial Accounting Standard Board (“FASB”) decided to simplify the accounting for convertible instruments by removing certain separation models currently included in other accounting guidance that were being applied to current accounting for convertible instruments. Under the amendments in this update, an embedded conversion feature no longer needs to be separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The FASB also decided to add additional disclosure requirements in an attempt to improve the usefulness and relevance of the information being provided. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company adopted ASU 2020-06 as of the reporting period beginning January 1, 2022. The adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements. ASU 2021-04: Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options In May 2021, the FASB issued ASU 2021-04, "Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options'" ("ASU 2021-04"), which introduces a new way for companies to account for warrants either as stock compensation or derivatives. Under the new guidance, if the modification does not change the instrument's classification as equity, the company accounts for the modification as an exchange of the original instrument for a new instrument. In general, if the fair value of the "new" instrument is greater than the fair value of the "original" instrument, the excess is recognized based on the substance of the transaction, as if the issuer has paid cash. The effective date of the standard is for interim and annual reporting periods beginning after December 15, 2021 for all entities. The Company adopted ASU 2021-04 as of the reporting period beginning January 1, 2022. The adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2022 | |
Variable Interest Entities | |
Variable Interest Entities | Note 3. Variable Interest Entities Through its XpresCheck Wellness Centers, the Company provides services pursuant to contracts with PLLCs which in turn contracts with physicians and other medical professional providers to render COVID-19 and other medical diagnostic testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, and the traveling public. The PLLCs collectively represent the Company’s affiliated medical group. The PLLCs were designed and structured to comply with the relevant laws and regulations governing professional medical practice, which generally prohibits the practice of medicine by lay persons or entities. All of the issued and outstanding equity interests of the PLLCs are owned by a licensed medical professional nominated by the Company (the “Nominee Shareholder”). Upon formation of the PLLCs, and initial issuance of equity interests, the Nominee Shareholder contributes a nominal amount of capital in exchange for their interest in the PLLC. The Company then executes with each PLLC a MSA, which provides for various administrative services, management services and day-to-day activities of the practice to be rendered by the Company through its XpresCheck Wellness Centers. The Company also has exclusive responsibility for the provision of all nonmedical services including contracting with customers who access the PLLCs for a medical visit, handling all financial transactions and day-to-day operations of each PLLC, overseeing the establishment of COVID-19 and other medical diagnostic testing services policies, and making recommendations to the PLLC in establishing the guidelines for the employment and compensation of the physicians and other employees of the PLLCs. Until June 30, 2021, MSA fees were commensurate with the expected level of activity required to be billed by XpresCheck Wellness Centers. Therefore, these PLLCs were assessed not to be variable interest entities prior to July 1, 2021. Effective, July 1, 2021, contractual arrangements between the Company, the Company’s affiliated medical group and nominated shareholders were modified in a manner that changes the characteristics or adequacy of the nominee shareholders’ equity investment at risk and residual returns. Therefore, due to reassessment triggered by the development on July 1, 2021, the Company determined that the PLLCs are variable interest entities. Notwithstanding their legal form of ownership of equity interests in the PLLC, the primary beneficiary of the affiliated medical group is the Company as it meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the affiliated medical group; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the affiliated medical group. The Company consolidated the PLLCs under the VIE model since the Company has the power to direct activities that most significantly impact the PLLCs economic performance and the right to receive benefits or the obligation to absorb losses that could potentially be significant to the PLLCs. The aggregate carrying value of total assets and total liabilities included on the consolidated balance sheets for the PLLCs after elimination of intercompany transactions were $550, included in Cash and Cash Equivalents, and $168 included in Accounts payable, accrued expenses and other Accounts payable, accrued expenses and other |
Potentially Dilutive Securities
Potentially Dilutive Securities | 9 Months Ended |
Sep. 30, 2022 | |
Potentially Dilutive Securities | |
Potentially Dilutive Securities | Note 4. Potentially Dilutive Securities The table below presents the computation of basic and diluted net loss per share of Common Stock: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Basic numerator: Net (loss) income attributable to common shareholders $ (7,179) $ 5,597 $ (19,380) $ 74 Basic denominator: Basic weighted average shares outstanding 94,621,339 105,531,418 97,167,867 103,950,731 Basic (loss) earnings per share $ (0.08) $ 0.05 $ (0.20) $ — Diluted numerator: (Loss) earnings attributable to common shareholders $ (7,179) $ 5,597 $ (19,380) $ 74 Diluted denominator: Diluted weighted average shares outstanding 94,621,339 105,957,317 97,167,867 104,301,344 Diluted (loss) earnings per share $ (0.08) $ 0.05 $ (0.20) $ — Net (loss) income per share data presented above excludes from the calculation of diluted net (loss) income, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss Both vested and unvested options to purchase an equal number of shares of Common Stock 4,713,363 2,606,771 4,713,363 2,631,246 Unvested RSUs to issue an equal number of shares of Common Stock 39,064 821,361 39,064 876,131 Warrants to purchase an equal number of shares of Common Stock 17,124,051 37,907,794 17,124,051 37,903,835 Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders 21,876,478 41,335,926 21,876,478 41,411,212 |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 9 Months Ended |
Sep. 30, 2022 | |
Cash, Cash Equivalents, and Restricted Cash | |
Cash, Cash Equivalents, and Restricted Cash | Note 5. Cash, Cash Equivalents, and Restricted Cash A reconciliation of the Company’s cash and cash equivalents in the Condensed Consolidated Balance Sheets to cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows as of September 30, 2022 and December 31, 2021 is as follows: September 30, 2022 December 31, 2021 Cash denominated in United States dollars $ 46,977 $ 102,560 Cash denominated in currency other than United States dollars 2,338 2,133 Restricted cash 751 751 Credit and debit card receivables 114 813 Total cash, cash equivalents and restricted cash $ 50,180 $ 106,257 The Company places its cash and temporary cash investments with credit quality institutions. At times, such cash denominated in United States dollars may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of September 30, 2022 and December 31, 2021, deposits in excess of FDIC limits were $46,509 and $103,339 respectively. As of September 30, 2022 and December 31, 2021, the Company held cash balances in overseas accounts, totaling $2,338 and $2,133 respectively, which are not insured by the FDIC. If the Company were to distribute the amounts held overseas, the Company would need to follow an approval and distribution process as defined in its operating and partnership agreements, which may delay and/or reduce the availability of that cash to the Company. |
Other current assets
Other current assets | 9 Months Ended |
Sep. 30, 2022 | |
Other current assets | |
Other current assets | Note 6. Other current assets As of September 30, 2022 and December 31, 2021, other current assets consisted of the following: September 30, 2022 December 31, 2021 Prepaid expenses $ 2,058 $ 1,047 Other receivables 270 — Other 47 48 Total other current assets $ 2,375 $ 1,095 |
Acquisition of HyperPointe
Acquisition of HyperPointe | 9 Months Ended |
Sep. 30, 2022 | |
Acquisition of HyperPointe | |
Acquisition of HyperPointe | Note 7. Acquisition of HyperPointe On January 14, 2022, the Company acquired all of the equity interests in gcg Connect, LLC, d/b/a HyperPointe, a New Jersey limited liability company (“HyperPointe”), for an aggregate initial purchase price of approximately $7,257, which consisted of (i) XWELL also agreed pursuant to an earnout provision to issue up to an additional $7,500 in cash or stock if certain earnout performance targets are met during an earnout period ending on the third anniversary of the date of the acquisition agreement. For purposes of the earnout, the Common Stock will also be valued on a per share basis. The earnout payments may be satisfied in (i) cash, (ii) shares of Common Stock (priced at $1.81 ), or (iii) any combination thereof, at the election of the equity owners of HyperPointe, provided that in the event (and to the extent) XWELL does not have sufficient authorized shares of Common Stock that are unissued and not duly reserved for issuance upon options, warrants or other convertible securities, then XWELL shall be permitted to settle any earnout payments in cash. As a result, XWELL may issue up to an additional 4,143,647 shares of Common Stock; however, the actual number of shares that will be issued under the earnout, if any, will depend on (i) the extent of fulfillment of the earnout performance targets at the time of calculation of the earnout and (ii) the elections and conditions described in the previous sentence XWELL g XWELL The employee received stock options to purchase 1,000,000 shares of XWELL . One three XWELL The Company has recognized the assets and liabilities based on the acquisition date fair values. Based on an assessment of probability, the Company concluded that the acquisition did not result in the creation of any contingent consideration as of the Acquisition date and as of September 30, 2022. Determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. The fair value of intangible assets other than Goodwill was determined primarily using income approaches. This included estimated multi-period excess earnings valuation method for Customer relationships and the relief-from-royalty valuation for the tradename. The adjustments set forth in the following condensed unaudited consolidated Balance Sheet reflect the effect of the consummation of the acquisition: Consideration paid $ 7,257 Fair value of assets acquired and liabilities assumed Cash and cash equivalents $ 2,269 Accounts receivable 346 Unbilled Receivables 56 Prepaid expenses and other current assets 19 Other long-term assets 16 Property and equipment 68 Customer relationships 1,198 Trade name 302 Software 335 Accounts payable (653) Deferred revenue (723) 3,233 Goodwill $ 4,024 |
Accounts payable, accrued expen
Accounts payable, accrued expenses and other | 9 Months Ended |
Sep. 30, 2022 | |
Accounts payable, accrued expenses and other | |
Accounts payable, accrued expenses and other | Note 8. Accounts payable, accrued expenses and other As of September 30, 2022 and December 31, 2021, Accounts payable, accrued expenses and other consisted of the following: September 30, 2022 December 31, 2021 Accounts payable $ 3,642 $ 5,966 Litigation accrual 845 845 Accrued compensation 1,176 2,862 Tax-related liabilities 594 603 Common area maintenance accruals 573 16 Gift certificates 494 494 Construction accrual 213 930 Credit card processing fees 70 501 Other miscellaneous accruals 374 741 Total accounts payable, accrued expenses and other current liabilities $ 7,981 $ 12,958 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets | |
Intangible Assets | Note 9. Intangible Assets The following table provides information regarding the Company’s intangible assets subject to amortization, which consist of the following: September 30, 2022 December 31, 2021 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Trade names $ 1,641 $ (1,302) $ 339 $ 1,339 $ (1,118) $ 221 Customer relationships 1,510 (482) 1,028 — — — Software 4,403 (1,448) 2,955 3,886 (484) 3,402 Licenses 116 (24) 92 116 (7) 109 Total intangible assets $ 7,670 $ (3,256) $ 4,414 $ 5,341 $ (1,609) $ 3,732 The Company’s intangible assets are amortized over their expected useful lives. The Company recorded amortization expense of $474 and $95 during the three months ended September 30, 2022 and 2021, respectively, and $1,338 and $300 during the nine months ended September 30, 2022 and 2021, respectively. Based on the intangible assets balance as of September 30, 2022, the estimated amortization expense for the remainder of the calendar year and each of the succeeding calendar years is as follows: Calendar Years ending December 31, Amount Remaining 2022 $ 439 2023 1,491 2024 1,449 2025 397 2026 323 Thereafter 315 Total $ 4,414 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | Note 10. Leases The Company leases its retail and diagnostic testing locations at various domestic and international airports. Additionally, the Company leases its corporate office in New York City. During 2022 the Company commenced new leases at Istanbul Airport in Turkey & Salt Lake City International Airport in Utah. At inception, the Company determines if a lease qualifies under ASC 842. Certain of the Company’s lease arrangements contain fixed payments throughout the term of the lease, while others involve a variable component to determine the lease obligation wherein a certain percentage of sales is used to calculate the lease payment. All qualifying leases held by the Company are classified as operating leases. Operating lease right of use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease right of use assets and operating lease liabilities are recognized as of the commencement date based on the present value of lease payments over the lease term. The Company records its operating lease right of use assets and operating lease liabilities based on required guaranteed payments under each lease agreement. The Company uses its incremental borrowing rate as of the commencement date of the lease, which approximates the rate at which the Company can borrow funds on a secured basis, in determining the present value of the guaranteed lease payments. The Company reviews all of its existing lease agreements on a quarterly basis to determine whether there were any modifications to existing lease agreements and to assess if any leases should be accounted for pursuant to the guidance in ASC 842. The Company recalculates the right of use asset and lease liability based on the modified lease terms and adjusts both balances accordingly. The Company has received rent concessions from landlords on a majority of its leases, allowing for the relief of minimum guaranteed payments in exchange for percentage-of-revenue rent or providing relief from rent through payment deferrals. The periods of relief from these payments, which began in March 2020, ranged from three The Financial Accounting Standards Board (“FASB”) issued a Q&A in March 2020 that focused on the application of lease guidance in ASC 842 for lease concessions related to the effects of COVID-19. The FASB staff has said that entities can elect to not evaluate whether concessions granted by lessors related to COVID-19 are lease modifications. Entities that make this election can then apply the lease modification guidance in ASC 842 or account for the concession as if it were contemplated as part of the existing contract. XWELL When a lessor grants a concession that contractually releases a lessee from certain lease payments or defers lease payments, a lessee may account for the concession as a negative variable lease payment and recognize negative variable lease expense in the period when the rent concession becomes accruable. The Company has recorded negative variable lease expense and adjusted lease liabilities at the point in which the rent concession has become accruable. Supplemental cash flow information related to leases for the nine months ended September 30, 2022 and 2021 were as follows: Nine months ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (3,072) $ (3,189) Leased assets obtained in exchange for new and modified operating lease liabilities $ 7,380 $ 3,673 Leased assets surrendered in exchange for termination of operating lease liabilities $ — $ 9 As of September 30, 2022, operating leases contain the following future minimum commitments: Calendar Years ending December 31, Amount Remaining 2022 $ 1,005 2023 3,459 2024 3,050 2025 2,614 2026 1,586 Thereafter 5,683 Total future lease payments 17,397 Less: interest expense at incremental borrowing rate (2,186) Net present value of lease liabilities $ 15,211 Other assumptions and pertinent information related to the Company’s accounting for operating leases are: Weighted average remaining lease term: 5.95 years Weighted average discount rate used to determine present value of operating lease liability: 7.33 % Cash paid for minimum annual rental obligations during the three and nine months ended September 30, 2022 was $445 and $1,191, respectively. Cash paid for minimum annual rental obligations during the three and nine months ended September 30, 2021 was $185 and $399, respectively. Variable lease payments calculated monthly as a percentage of product and services revenue, were $397 and $51 for the three months ended September 30, 2022 and 2021, respectively, and $1,085 and $262 for the nine months ended September 30, 2022 and 2021, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt | |
Debt | Note 11. Debt Total Debt as of September 30, 2022 and December 31, 2021 is comprised of the following: September 30, 2022 December 31, 2021 Promissory note, unsecured (Current) — 3,584 Total debt $ — $ 3,584 Paycheck Protection Program On May 1, 2020, the Company entered into a U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“the PPP”) promissory note in the principal amount of $5,653 payable to Bank of America, NA (“Bank of America”) evidencing a PPP loan (the “PPP Loan”). The PPP Loan bore interest at a rate of 1% per annum. No payments were due on the PPP Loan during a six-month deferral period commencing on May 2, 2020. Commencing one month after the expiration of the deferral period and continuing on the same day of each month thereafter until the maturity date of the PPP Loan, the Company was obligated to make monthly payments of principal and interest, each in such equal amount required to fully amortize the principal amount outstanding on the PPP Loan by the maturity date. The PPP loan was paid off on the maturity date of May 2, 2022. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 12. Stockholders’ Equity Warrants The following table represents the activity related to the Company’s warrants during the nine months ended September 30, 2022. Exercise No. of Warrants price range December 31, 2021 37,817,694 $ 0.525 - 6.566 Granted — $ Exercised — $ Expired (20,693,643) $ 3.02 - 6.566 September 30, 2022 17,124,051 $ 1.7 - 2.125 Share Repurchase Program On August 31, 2021, the Company’s board of directors initially authorized a stock repurchase program that permitted the purchase and repurchase of up to 15 million shares of its common stock through September 15, 2022. In May 2022, the Board increased the share repurchase program by an additional 10 million shares and extended its effectiveness through September 15, 2023. Under this stock repurchase program, management has discretion in determining the conditions under which shares may be purchased from time to time. The program does not require us to repurchase any specific number of shares, and may be modified, suspended or terminated at any time without prior notice. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% Stock-based Compensation In September 2020, the Board of Directors approved a new stock-based compensation plan available to grant stock options, restricted stock and Restricted Stock Units (“RSU’s”) aggregating to 5,000,000 shares of Common Stock, to the Company’s directors, employees and consultants. Shareholder approval of the plan was subsequently obtained on October 28, 2020. On October 4, 2022, the amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the Plan by 7,500,000 shares of Common Stock was approved. Awards granted under the 2012 Plan remain in effect pursuant to their terms. Generally, stock options are granted with exercise prices equal to the fair market value on the date of grant, vest in four equal quarterly installments, and expire 10 years from the date of grant. RSU’s granted generally vest over a period of one year. In September 2020, XpresTest created a stock-based compensation plan available to grant stock options, Restricted Stock Awards (“RSAs”) and RSU’s to XpresTest’s directors, employees and consultants. Under the XpresTest 2020 Equity Incentive Plan (the “XpresTest Plan”), a maximum of 200 shares of XpresTest common stock may be awarded, which would represent 20% of the total number of shares of common stock of XpresTest as of September 30, 2022. Certain named executive officers, consultants, and directors of the Company are eligible to participate in the XpresTest Plan. The XpresTest Plan RSAs vest upon satisfaction of certain service and performance-based conditions. The fair value of the XpresTest Plan RSAs is determined based on the weighted average of (i) Fair Value of XpresTest under the Indirect Valuation Method developing assumptions for XWELL’s XWELL’s The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past. The following variables were used as inputs in the model: Share price of the Company’s Common Stock on the grant date: $ 0.78 - 1.64 Exercise price: $ 0.78 - 1.64 Expected volatility: 123.45 % Expected dividend yield: 0 % Annual average risk-free rate: 1.62 - 3.24 % Expected term: 6.43 years Total stock-based compensation for the three months ended September 30, 2022 and 2021 is $483 and $819, respectively, and for the nine months ended September 30, 2022 and 2021 is $3,294 and $2,152, respectively. The Company had $2,831 and $2,088 of unrecognized stock-based compensation related to the XWELL Stock Options, as of September 30, 2022 and December 31, 2021, respectively. During October 2022, the Company granted 375,000 RSUs and 150,000 Stock Options to its certain executives. The following table sets forth the Company’s Equity Incentive activities for the nine months ended September 30, 2022: RSUs XpresTest RSAs Stock options Weighted Weighted Weighted average average average Exercise No. of grant date No. of grant date No. of exercise price RSUs fair value RSAs fair value options price range Outstanding as of December 31, 2021 600,000 $ 1.63 — $ — 2,826,871 $ 2.57 $ 1.19 - 2,460 Granted 156,250 1.28 15.0 56,890 2,200,338 1.51 0.78 - 1.64 Exercised/Vested (717,186) 1.57 (10.0) 61,550 — — Forfeited — — — — (245,027) 1.55 1.43-3.82 Expired — — — — (68,819) 8.23 1.44-2,232 Outstanding as of September 30, 2022 39,064 $ 1.28 5.0 $ 47,570 4,713,363 $ 2.04 $ 0.78 - 2,460 Exercisable as of September 30, 2022 1,955,823 $ 2.62 $ 0.78 - 2,460 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 13. Fair Value Measurements Fair value measurements are determined based on assumptions that a market participant would use in pricing an asset or a liability. A three-tiered hierarchy distinguishes between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3). The following table presents the placement in the fair value hierarchy measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 (in thousands): Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable Balance assets (Level 1) inputs (Level 2) inputs (Level 3) As of September 30, 2022: Recurring fair value measurements Equity securities: Route1, Inc. $ 194 $ — $ 194 $ — Total equity securities 194 — 194 — Total recurring fair value measurements $ 194 $ — $ 194 $ — As of December 31, 2021 Recurring fair value measurements Equity securities: $ 722 $ — $ 722 $ — Total equity securities 722 — 722 — Total recurring fair value measurements $ 722 $ — $ 722 $ — Equity securities pertain to common shares in Route1, Inc. obtained in the 2018 sale of Group Mobile to Route 1, Inc. As of September 30, 2022, the Company owns 3,855,443 common shares of Route 1. In connection with the remeasurement of the common shares of Route 1, Inc., the Company recorded an unrealized loss of $98 and $528 for the three and nine months ended September 30, 2022, respectively, and $302 and $716, for the three and nine months ended September 30, 2021, respectively. In addition to the above, the Company’s financial instruments as of September 30, 2022 and December 31, 2021 consisted of cash and cash equivalents, receivables, accounts payable and debt. The carrying amounts of all the aforementioned financial instruments approximate fair value because of the short-term maturities of these instruments. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes. | |
Income Taxes | Note 14. Income Taxes The Company’s provision for income taxes consists of federal, state, local, and foreign taxes in amounts necessary to align the Company’s year-to-date provision for income taxes with the effective tax rate that the Company expects to achieve for the full year. Each quarter, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as deemed necessary. The income tax provision for the nine months ended September 30, 2022 reflect an estimated global annual effective tax rate of approximately (0.10)%. As of September 30, 2022, deferred tax assets generated from the Company’s U.S. activities were offset by a valuation allowance because realization depends on generating future taxable income, which, in the Company’s estimation, is not more likely than not to be generated before such net operating loss carryforwards expire. Net operating loss carryforwards generated after December 31, 2017 do not expire. The Company expects its effective tax rate for its current fiscal year to be significantly lower than the statutory rate as a result of a full valuation allowance; therefore, any loss before income taxes does not generate a corresponding income tax benefit. Income tax expense/(benefit) for the nine months ended September 30, 2022 was $5 which was attributed to foreign taxing jurisdictions in which controlled foreign corporations were profitable. In addition to income taxes, the Company operates in foreign jurisdictions in which excise taxes are levied. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual tax rate could differ from current estimates. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Certain of the Company’s outstanding legal matters include speculative claims for substantial or indeterminate amounts of damages. The Company regularly evaluates developments in its legal matters that could affect the amount of any potential liability and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being any potential liability and the estimated amount of a loss related to the Company’s legal matters. With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company’s management believes that the amount or range of a potential loss will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Company evaluated the outstanding legal matters and assessed the probability and likelihood of the occurrence of liability. Based on management’s estimates, the Company has recorded accruals of $845 both as of September 30, 2022 and December 31, 2021, which is included in Accounts payable, accrued expenses and other current liabilities The Company expenses legal fees in the period in which they are incurred. Kyle Collins v. Spa Products Import & Distribution Co., LLC et al This is a combined class action and California Private Attorney’s General Act (“PAGA”) action. Plaintiff seeks to recover wages, penalties and PAGA penalties for claims for (1) failure to provide meal periods, (2) failure to provide rest breaks, (3) failure to pay overtime, (4) inaccurate wage statements, (5) waiting time penalties, and (6) PAGA penalties of $0.1 per employee per pay period per violation. There are approximately 240 current and former employees in the litigation class. The parties agreed to mediation on May 26, 2020, however, due to COVID-19, the parties subsequently stayed all proceedings. The mediation session occurred on March 18, 2021, and the parties reached a settlement which was approved on September 20,2022. Funding of the settlement amount is predicted to be end of year. OTG Management PHL B v. XpresSpa Philadelphia Terminal B et al. On May 9, 2022, a lawsuit was filed in the Philadelphia Court of Common Pleas by OTG Management at Philadelphia International Airport, claiming that XWELL improperly backed out of its sublease for space at Terminal B and now owes between $864 and $2,250 in accelerated rent for the 12-year contract. They claim that by refusing to complete the project, failing to commence and maintain operations, refusing to pay rent and improperly purporting to terminate the lease (among other acts and omissions), XWELL breached the lease. OTG has agreed to extend XWELL’s time to respond to the Complaint from previously November 1, 2022 to January 3, 2023. Leases XWELL is contingently liable to a surety company under certain general indemnity agreements required by various airports relating to its lease agreements. XWELL agrees to indemnify the surety for any payments made on contracts of suretyship, guaranty, or indemnity. The Company believes that all contingent liabilities will be satisfied by its performance under the specified lease agreements. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Information | |
Segment Information | Note 16. Segment Information As a result of the Company’s transition to a pure-play health and wellness services company, the Company currently has four reportable operating segments: XpresSpa, XpresTest, Treat and HyperPointe, acquired in January 2022. The Company analyzes the results of the Company’s business through the four reportable segments. The XpresSpa segment provides travelers premium spa services, including massage, nail and skin care, as well as spa and travel products. The XpresTest segment provides diagnostic COVID-19 tests at XpresCheck Wellness Centers in airports, to airport employees and to the traveling public. The Treat segment provides access to integrated care which can seamlessly fit into a post-pandemic world and is designed to deliver on-demand access to integrated healthcare through technology and personalized services, positioned for a traveler to access health care, records and real-time information all in one place, as well as book appointments in the Company’s on-site wellness centers as they reopen . For the three months ended September 30, 2022 2021 Revenue XpresSpa $ 3,557 $ 1,416 XpresTest 6,079 25,351 Treat 425 — HyperPointe 675 — Corporate and other — — Total revenue $ 10,736 $ 26,767 Operating income (loss) XpresSpa $ (2,508) $ (1,595) XpresTest (1,692) 12,015 Treat (1,282) (2,305) HyperPointe (193) — Corporate and other (1,979) (1,058) Total operating (loss) income $ (7,654) $ 7,057 Depreciation & Amortization XpresSpa $ 364 $ 340 XpresTest 576 509 Treat 520 — HyperPointe 86 — Corporate and other 18 3 Total Depreciation & Amortization $ 1,564 $ 852 For the nine months ended September 30, 2022 2021 Revenue XpresSpa $ 9,490 $ 2,172 XpresTest 35,928 42,199 Treat 1,110 — HyperPointe 1,853 — Corporate and other — — Total revenue $ 48,381 $ 44,371 Operating loss XpresSpa $ (8,921) $ (4,828) XpresTest 2,576 14,597 Treat (4,038) (4,115) HyperPointe (745) — Corporate and other (6,744) (3,719) Total operating (loss) income $ (17,872) $ 1,935 Depreciation & Amortization XpresSpa $ 1,065 $ 931 XpresTest 1,711 1,604 Treat 1,287 — HyperPointe 243 — Corporate and other 23 7 Total depreciation & amortization $ 4,329 $ 2,542 Capital Expenditures XpresSpa $ 1,413 $ 706 XpresTest 675 3,984 Treat 3,329 — HyperPointe — — Corporate and other 55 77 Total capital expenditures $ 5,472 $ 4,767 September 30, December 31, 2022 2021 Long-lived Assets XpresSpa $ 14,203 8,419 XpresTest 112 2,246 Treat 6,280 2,700 HyperPointe 123 — Corporate and other 522 1,132 Total long-lived Assets $ 21,240 $ 14,497 September 30, December 31, 2022 2021 Assets XpresSpa $ 21,348 $ 12,351 XpresTest 5,356 19,349 Treat 9,822 5,918 HyperPointe 7,126 — Corporate and other 41,324 89,648 Total assets $ 84,976 $ 127,266 |
Significant Accounting and Re_2
Significant Accounting and Reporting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting and Reporting Policies | |
Revenue Recognition Policy | (a) Revenue Recognition Policy XpresSpa The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at the Company’s stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped. The Company has also entered into collaborative agreements with marketing partners whereby it sells certain of its partners’ products in its XpresSpa locations. The Company acts as an agent for revenue recognition purposes and therefore records revenue net of the revenue share payable to the partners. Upon receipt of the non-recurring, non-refundable initial collaboration fee, management records a deferred revenue liability and recognizes revenue on a straight-line basis over the life of the collaboration agreement. XpresTest Through its XpresCheck Wellness Centers and under the terms of the Managed Services Agreement (“MSA”) with Professional Limited Liability Companies (“PLLCs”) that in turn contract with physicians and Nurse Practitioners, the Company offers testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, as well as the traveling public. Under the terms of the MSAs which may be modified for commercial reasonableness and fair market value, XpresTest provides office space, equipment, supplies, non- licensed staff, and management services to be used for the purpose of COVID-19 and other medical diagnostic testing in return for a management fee which was deemed a performance obligation for recognizing revenue prior to July 1, 2021. Effective July 1, 2021 ( see Note 3. Variable Interest Entities Treat The Company recognizes revenue from the sale of Treat products and services when the services are rendered at Treat Centers and from the sale of products at the time products are purchased at the Treat Centers or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-centers and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the Treat retail and e-commerce businesses are recorded at the time goods are shipped. Also, under the terms of Treat’s contracts with PLLCs, whereby the PLLCs as their performance obligations provide travel-related diagnostic testing for virus, cold, flu and other illnesses as well as hydration therapy, IV drips, and vitamin injections. The Company determined that these PLLCs are variable interest entities due to their equity holders having insufficient capital at risk, and the Company having a variable interest and being the primary beneficiary of the PLLCs. As a result of this determination, the total revenue of the PLLCs is designated as revenue for the Company. This revenue is recognized at the point in time at which the service is performed by the PLLCs. HyperPointe The Company’s HyperPointe segment which we acquired in January 2022 ( see Note 7. Acquisition of HyperPointe), The Company excludes all sales taxes assessed to its customers from revenue. Sales taxes assessed on revenues are included in Accounts payable, accrued expenses and other |
Variable Interest Entities | ( b) Variable Interest Entities The Company evaluates its ownership, contractual, pecuniary, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex and involve judgment. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. |
Business Combinations | (c) Business Combinations The Company applies the provisions of ASC Topic 805, Business Combinations (“ASC 805”) in the accounting for acquisitions of businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. While the Company uses its best estimates and assumptions to accurately apply preliminary values to assets acquired and liabilities assumed at the acquisition date, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets. Although the Company believes the assumptions and estimates that have been made are reasonable and appropriate, they are based in part on historical experience and information obtained from the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets the Company has acquired include future expected cash flows, and discount rates. |
Goodwill | (d) Goodwill The Company accounts for goodwill under ASC 350-30, Intangibles-Goodwill and Other . Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company performs a quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, goodwill of the reporting unit is considered impaired, and that excess is recognized as a goodwill impairment loss. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements Accounting Standards Update No. 2020-06—Debt--Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issued in August 2020, this update is intended to reduce the unnecessary complexity of the current guidance thus resulting in more accurate accounting for convertible instruments and consistent treatment from one entity to the next. Under current GAAP, there are five accounting models for convertible debt instruments. Except for the traditional convertible debt model that recognizes a convertible debt instrument as a single debt instrument, the other four models, with their different measurement guidance, require that a convertible debt instrument be separated (using different separation approaches) into a debt component and an equity or a derivative component. Convertible preferred stock also is required to be assessed under similar models. The Financial Accounting Standard Board (“FASB”) decided to simplify the accounting for convertible instruments by removing certain separation models currently included in other accounting guidance that were being applied to current accounting for convertible instruments. Under the amendments in this update, an embedded conversion feature no longer needs to be separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The FASB also decided to add additional disclosure requirements in an attempt to improve the usefulness and relevance of the information being provided. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company adopted ASU 2020-06 as of the reporting period beginning January 1, 2022. The adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements. ASU 2021-04: Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options In May 2021, the FASB issued ASU 2021-04, "Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options'" ("ASU 2021-04"), which introduces a new way for companies to account for warrants either as stock compensation or derivatives. Under the new guidance, if the modification does not change the instrument's classification as equity, the company accounts for the modification as an exchange of the original instrument for a new instrument. In general, if the fair value of the "new" instrument is greater than the fair value of the "original" instrument, the excess is recognized based on the substance of the transaction, as if the issuer has paid cash. The effective date of the standard is for interim and annual reporting periods beginning after December 15, 2021 for all entities. The Company adopted ASU 2021-04 as of the reporting period beginning January 1, 2022. The adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements. |
Potentially Dilutive Securiti_2
Potentially Dilutive Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Potentially Dilutive Securities | |
Schedule of computation of basic and diluted net earnings/(losses) per common share | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Basic numerator: Net (loss) income attributable to common shareholders $ (7,179) $ 5,597 $ (19,380) $ 74 Basic denominator: Basic weighted average shares outstanding 94,621,339 105,531,418 97,167,867 103,950,731 Basic (loss) earnings per share $ (0.08) $ 0.05 $ (0.20) $ — Diluted numerator: (Loss) earnings attributable to common shareholders $ (7,179) $ 5,597 $ (19,380) $ 74 Diluted denominator: Diluted weighted average shares outstanding 94,621,339 105,957,317 97,167,867 104,301,344 Diluted (loss) earnings per share $ (0.08) $ 0.05 $ (0.20) $ — Net (loss) income per share data presented above excludes from the calculation of diluted net (loss) income, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss Both vested and unvested options to purchase an equal number of shares of Common Stock 4,713,363 2,606,771 4,713,363 2,631,246 Unvested RSUs to issue an equal number of shares of Common Stock 39,064 821,361 39,064 876,131 Warrants to purchase an equal number of shares of Common Stock 17,124,051 37,907,794 17,124,051 37,903,835 Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders 21,876,478 41,335,926 21,876,478 41,411,212 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash, Cash Equivalents, and Restricted Cash | |
Schedule of cash, cash equivalents, and restricted cash | September 30, 2022 December 31, 2021 Cash denominated in United States dollars $ 46,977 $ 102,560 Cash denominated in currency other than United States dollars 2,338 2,133 Restricted cash 751 751 Credit and debit card receivables 114 813 Total cash, cash equivalents and restricted cash $ 50,180 $ 106,257 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other current assets | |
Schedule of other current assets | September 30, 2022 December 31, 2021 Prepaid expenses $ 2,058 $ 1,047 Other receivables 270 — Other 47 48 Total other current assets $ 2,375 $ 1,095 |
Acquisition of HyperPointe (Tab
Acquisition of HyperPointe (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Acquisition of HyperPointe | |
Schedule of recognized identified assets acquired and liabilities assumed | Consideration paid $ 7,257 Fair value of assets acquired and liabilities assumed Cash and cash equivalents $ 2,269 Accounts receivable 346 Unbilled Receivables 56 Prepaid expenses and other current assets 19 Other long-term assets 16 Property and equipment 68 Customer relationships 1,198 Trade name 302 Software 335 Accounts payable (653) Deferred revenue (723) 3,233 Goodwill $ 4,024 |
Accounts payable, accrued exp_2
Accounts payable, accrued expenses and other (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounts payable, accrued expenses and other | |
Schedule of accounts payable, accrued expenses and other current liabilities | September 30, 2022 December 31, 2021 Accounts payable $ 3,642 $ 5,966 Litigation accrual 845 845 Accrued compensation 1,176 2,862 Tax-related liabilities 594 603 Common area maintenance accruals 573 16 Gift certificates 494 494 Construction accrual 213 930 Credit card processing fees 70 501 Other miscellaneous accruals 374 741 Total accounts payable, accrued expenses and other current liabilities $ 7,981 $ 12,958 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets | |
Schedule of company's intangible assets | September 30, 2022 December 31, 2021 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Trade names $ 1,641 $ (1,302) $ 339 $ 1,339 $ (1,118) $ 221 Customer relationships 1,510 (482) 1,028 — — — Software 4,403 (1,448) 2,955 3,886 (484) 3,402 Licenses 116 (24) 92 116 (7) 109 Total intangible assets $ 7,670 $ (3,256) $ 4,414 $ 5,341 $ (1,609) $ 3,732 |
Schedule of estimated amortization expense | Calendar Years ending December 31, Amount Remaining 2022 $ 439 2023 1,491 2024 1,449 2025 397 2026 323 Thereafter 315 Total $ 4,414 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Schedule of supplemental cash flow information related to leases | Nine months ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (3,072) $ (3,189) Leased assets obtained in exchange for new and modified operating lease liabilities $ 7,380 $ 3,673 Leased assets surrendered in exchange for termination of operating lease liabilities $ — $ 9 |
Schedule of future minimum commitments | Calendar Years ending December 31, Amount Remaining 2022 $ 1,005 2023 3,459 2024 3,050 2025 2,614 2026 1,586 Thereafter 5,683 Total future lease payments 17,397 Less: interest expense at incremental borrowing rate (2,186) Net present value of lease liabilities $ 15,211 |
Schedule of other assumptions and pertinent information | Weighted average remaining lease term: 5.95 years Weighted average discount rate used to determine present value of operating lease liability: 7.33 % |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt | |
Schedule of total debt | September 30, 2022 December 31, 2021 Promissory note, unsecured (Current) — 3,584 Total debt $ — $ 3,584 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
Schedule of information about all warrant activity | Exercise No. of Warrants price range December 31, 2021 37,817,694 $ 0.525 - 6.566 Granted — $ Exercised — $ Expired (20,693,643) $ 3.02 - 6.566 September 30, 2022 17,124,051 $ 1.7 - 2.125 |
Schedule of fair value of stock options estimated | Share price of the Company’s Common Stock on the grant date: $ 0.78 - 1.64 Exercise price: $ 0.78 - 1.64 Expected volatility: 123.45 % Expected dividend yield: 0 % Annual average risk-free rate: 1.62 - 3.24 % Expected term: 6.43 years |
Stock options and restricted stock units activity | RSUs XpresTest RSAs Stock options Weighted Weighted Weighted average average average Exercise No. of grant date No. of grant date No. of exercise price RSUs fair value RSAs fair value options price range Outstanding as of December 31, 2021 600,000 $ 1.63 — $ — 2,826,871 $ 2.57 $ 1.19 - 2,460 Granted 156,250 1.28 15.0 56,890 2,200,338 1.51 0.78 - 1.64 Exercised/Vested (717,186) 1.57 (10.0) 61,550 — — Forfeited — — — — (245,027) 1.55 1.43-3.82 Expired — — — — (68,819) 8.23 1.44-2,232 Outstanding as of September 30, 2022 39,064 $ 1.28 5.0 $ 47,570 4,713,363 $ 2.04 $ 0.78 - 2,460 Exercisable as of September 30, 2022 1,955,823 $ 2.62 $ 0.78 - 2,460 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Schedule of derivative liabilities measured at fair value on a recurring basis | Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable Balance assets (Level 1) inputs (Level 2) inputs (Level 3) As of September 30, 2022: Recurring fair value measurements Equity securities: Route1, Inc. $ 194 $ — $ 194 $ — Total equity securities 194 — 194 — Total recurring fair value measurements $ 194 $ — $ 194 $ — As of December 31, 2021 Recurring fair value measurements Equity securities: $ 722 $ — $ 722 $ — Total equity securities 722 — 722 — Total recurring fair value measurements $ 722 $ — $ 722 $ — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Information | |
Schedule of segment reporting information, by segment | For the three months ended September 30, 2022 2021 Revenue XpresSpa $ 3,557 $ 1,416 XpresTest 6,079 25,351 Treat 425 — HyperPointe 675 — Corporate and other — — Total revenue $ 10,736 $ 26,767 Operating income (loss) XpresSpa $ (2,508) $ (1,595) XpresTest (1,692) 12,015 Treat (1,282) (2,305) HyperPointe (193) — Corporate and other (1,979) (1,058) Total operating (loss) income $ (7,654) $ 7,057 Depreciation & Amortization XpresSpa $ 364 $ 340 XpresTest 576 509 Treat 520 — HyperPointe 86 — Corporate and other 18 3 Total Depreciation & Amortization $ 1,564 $ 852 For the nine months ended September 30, 2022 2021 Revenue XpresSpa $ 9,490 $ 2,172 XpresTest 35,928 42,199 Treat 1,110 — HyperPointe 1,853 — Corporate and other — — Total revenue $ 48,381 $ 44,371 Operating loss XpresSpa $ (8,921) $ (4,828) XpresTest 2,576 14,597 Treat (4,038) (4,115) HyperPointe (745) — Corporate and other (6,744) (3,719) Total operating (loss) income $ (17,872) $ 1,935 Depreciation & Amortization XpresSpa $ 1,065 $ 931 XpresTest 1,711 1,604 Treat 1,287 — HyperPointe 243 — Corporate and other 23 7 Total depreciation & amortization $ 4,329 $ 2,542 Capital Expenditures XpresSpa $ 1,413 $ 706 XpresTest 675 3,984 Treat 3,329 — HyperPointe — — Corporate and other 55 77 Total capital expenditures $ 5,472 $ 4,767 September 30, December 31, 2022 2021 Long-lived Assets XpresSpa $ 14,203 8,419 XpresTest 112 2,246 Treat 6,280 2,700 HyperPointe 123 — Corporate and other 522 1,132 Total long-lived Assets $ 21,240 $ 14,497 September 30, December 31, 2022 2021 Assets XpresSpa $ 21,348 $ 12,351 XpresTest 5,356 19,349 Treat 9,822 5,918 HyperPointe 7,126 — Corporate and other 41,324 89,648 Total assets $ 84,976 $ 127,266 |
General (Details)
General (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jan. 14, 2022 USD ($) | Sep. 30, 2022 USD ($) item location Center $ / shares | Dec. 31, 2021 USD ($) item $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) item location Center segment $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) item $ / shares | Oct. 24, 2022 $ / shares shares | Oct. 18, 2022 location | Jan. 31, 2022 USD ($) | |
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Number of operating segments | segment | 4 | |||||||||
Total revenue, net | $ 10,736,000 | $ 26,767,000 | $ 48,381,000 | $ 44,371,000 | ||||||
Cash and cash equivalents | 49,429,000 | $ 105,506,000 | 49,429,000 | $ 105,506,000 | ||||||
Total current assets | 55,181,000 | 108,979,000 | 55,181,000 | 108,979,000 | ||||||
Total current liabilities | 10,984,000 | 19,827,000 | 10,984,000 | 19,827,000 | ||||||
Working capital | 44,197,000 | $ 89,152,000 | 44,197,000 | $ 89,152,000 | ||||||
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe | 906,000 | |||||||||
Total operating loss | (7,654,000) | 7,057,000 | (17,872,000) | 1,935,000 | ||||||
Net loss | (7,179,000) | 5,597,000 | (19,380,000) | 74,000 | ||||||
Other | ||||||||||
Total revenue, net | 4,000 | 4,000 | 14,000 | |||||||
Travel, health and wellness brand, treat | ||||||||||
Net loss | $ 1,290,000 | $ 4,049,000 | ||||||||
XpresSpa | ||||||||||
Number of hours worked per day during post-pandemic time | item | 8 | 8 | ||||||||
Number of hours worked pre-pandemic time | item | 16 | 16 | ||||||||
Total operating loss | $ (2,508,000) | (1,595,000) | $ (8,921,000) | (4,828,000) | ||||||
XpresSpa | United States | ||||||||||
Number of operating locations | location | 20 | 20 | ||||||||
Number of location reopenings planned | location | 2 | |||||||||
XpresSpa | Non-US | ||||||||||
Number of airport locations | location | 8 | 8 | ||||||||
XpresTest | ||||||||||
Number of operating locations | location | 8 | 8 | ||||||||
Number of non performing wellness centers | Center | 5 | 5 | ||||||||
Number of wellness centers assimilated to treat segment | Center | 2 | 2 | ||||||||
Number of airports | item | 8 | 8 | ||||||||
Impairment of related long-lived assets | $ 1,040,000 | |||||||||
Total operating loss | (1,692,000) | 12,015,000 | $ 2,576,000 | 14,597,000 | ||||||
XpresTest | Bio-surveillance Monitoring | United States | ||||||||||
Number of airport locations | item | 4 | 4 | ||||||||
Treat | ||||||||||
Total operating loss | (1,282,000) | $ (2,305,000) | (4,038,000) | $ (4,115,000) | ||||||
HyperPointe | ||||||||||
Payments to acquire business | $ 7,121,000 | |||||||||
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe | 906,000 | |||||||||
Settlement of intercompany accounts payable | 770,000 | |||||||||
Fair value of potential earnout | $ 0 | $ 0 | $ 0 | |||||||
Timeframe within which potential additional earnout payments to be made for Business acquisition | 3 years | |||||||||
HyperPointe | Maximum [Member] | ||||||||||
Business acquisition, potential additional earnout payments | $ 7,500,000 | |||||||||
Orlando International Airport | XpresTest | ||||||||||
Number of operating locations | location | 1 | 1 | ||||||||
Austin-Bergstrom International Airport | XpresSpa | ||||||||||
Number of Franchise Locations Sold | location | 2 | |||||||||
Dubai International Airport | Non-US | ||||||||||
Number of operating locations | location | 3 | 3 | ||||||||
Schiphol Amsterdam Airport | Non-US | ||||||||||
Number of operating locations | location | 3 | 3 | ||||||||
Istanbul Airport | Non-US | ||||||||||
Number of operating locations | location | 2 | 2 | ||||||||
Number of location reopenings planned | location | 5 | |||||||||
Number Of Location Expected to be Open | location | 2 | 2 | ||||||||
Subsequent event | Istanbul Airport | Non-US | ||||||||||
Number of location opened | location | 3 | |||||||||
CDC Program Options and Public Health Services [Member] | XpresTest | ||||||||||
Unrecognized revenue | $ 16,000 | $ 16,000 | ||||||||
Total revenue, net | 916,000 | |||||||||
CDC Program Options and Public Health Services [Member] | XpresTest | Passenger and Aircraft Wastewater Sample Collection | ||||||||||
Contract with customer, liability, current | 6,761,000 | 6,761,000 | ||||||||
CDC Program Options and Public Health Services [Member] | XpresTest | Traveler Enrollment Initiatives | ||||||||||
Contract with customer, liability, current | 570,000 | 570,000 | ||||||||
CDC Program Options and Public Health Services [Member] | XpresTest | Minimum [Member] | ||||||||||
Unrecognized revenue | 61,000 | 61,000 | ||||||||
Centers for Disease Control and Prevention [Member] | XpresTest | ||||||||||
Revenue contract amount | $ 2,001,000 | |||||||||
Unrecognized revenue | $ 5,534,000 | 5,534,000 | $ 5,534,000 | |||||||
Revenue recognized | $ 1,368,000 | $ 4,166,000 | ||||||||
Series A Convertible Preferred stock | ||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||||||
Preferred stock, authorized | shares | 6,968 | |||||||||
Preferred stock, outstanding | shares | 0 | |||||||||
Series D Convertible Preferred Stock | ||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||||||
Preferred stock, authorized | shares | 500,000 | |||||||||
Preferred stock, outstanding | shares | 0 | |||||||||
Series E Convertible Preferred Stock. | ||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||||||
Preferred stock, authorized | shares | 2,397,060 | |||||||||
Preferred stock, outstanding | shares | 0 | |||||||||
Series F Convertible Preferred Stock. | ||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||||||
Preferred stock, authorized | shares | 9,000 | |||||||||
Preferred stock, outstanding | shares | 0 |
Significant Accounting and Re_3
Significant Accounting and Reporting Policies - Additional Information (Details) - HyperPointe segment $ in Thousands | Sep. 30, 2022 USD ($) |
Accounts Receivable | |
Unbilled receivables | $ 212 |
HyperPointe | |
Deferred revenue | $ 240 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||||
Assets | $ 84,976 | $ 84,976 | $ 127,266 | ||
Liabilities | 23,449 | 23,449 | 27,331 | ||
Total revenue | 10,736 | $ 26,767 | 48,381 | $ 44,371 | |
Variable Interest Entity, Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
Assets | 550 | 550 | 3,033 | ||
Liabilities | 168 | 168 | $ 683 | ||
Total revenue | $ 4,607 | $ 31,728 |
Potentially Dilutive Securiti_3
Potentially Dilutive Securities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share Disclosure | ||||
Net income (loss)attributable to common shareholders, Basic | $ (7,179) | $ 5,597 | $ (19,380) | $ 74 |
Basic weighted average shares outstanding | 94,621,339 | 105,531,418 | 97,167,867 | 103,950,731 |
Basic (loss) earnings per share (in dollars per share) | $ (0.08) | $ 0.05 | $ (0.20) | |
(Loss) earnings attributable to common shareholders, Diluted | $ (7,179) | $ 5,597 | $ (19,380) | $ 74 |
Diluted weighted average shares outstanding | 94,621,339 | 105,957,317 | 97,167,867 | 104,301,344 |
Diluted (loss) earnings per share (in dollars per share) | $ (0.08) | $ 0.05 | $ (0.20) | |
Net (loss) income per share data presented above excludes from the calculation of diluted net (loss) income, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss | ||||
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders | 21,876,478 | 41,335,926 | 21,876,478 | 41,411,212 |
Both vested and unvested options to purchase an equal number of shares of Common Stock | ||||
Net (loss) income per share data presented above excludes from the calculation of diluted net (loss) income, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss | ||||
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders | 4,713,363 | 2,606,771 | 4,713,363 | 2,631,246 |
Unvested Restricted Stock Units ("RSU") | ||||
Net (loss) income per share data presented above excludes from the calculation of diluted net (loss) income, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss | ||||
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders | 39,064 | 821,361 | 39,064 | 876,131 |
Warrants | ||||
Net (loss) income per share data presented above excludes from the calculation of diluted net (loss) income, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss | ||||
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders | 17,124,051 | 37,907,794 | 17,124,051 | 37,903,835 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash - Summary of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, and Restricted Cash | ||||
Cash denominated in United States dollars | $ 46,977 | $ 102,560 | ||
Cash denominated in currency other than United States dollars | 2,338 | 2,133 | ||
Restricted cash | 751 | 751 | ||
Credit and debit card receivables | 114 | 813 | ||
Total cash, cash equivalents and restricted cash | $ 50,180 | $ 106,257 | $ 109,912 | $ 90,502 |
Cash, Cash Equivalents, and R_4
Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, and Restricted Cash | ||
Deposits in excess of FDIC limits | $ 46,509 | $ 103,339 |
Amount of cash in overseas accounts | $ 2,338 | $ 2,133 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other current assets | ||
Prepaid expenses | $ 2,058 | $ 1,047 |
Other receivables | 270 | |
Other | 47 | 48 |
Total other current assets | $ 2,375 | $ 1,095 |
Acquisition of HyperPointe (Det
Acquisition of HyperPointe (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Jan. 14, 2022 | Sep. 30, 2022 | |
Acquisition of Hyperpointe | ||
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe | $ 906 | |
Fair value of assets acquired and liabilities assumed | ||
Goodwill | $ 4,024 | |
HyperPointe | ||
Acquisition of Hyperpointe | ||
Payments to acquire business | $ 7,121 | |
Settlement of intercompany accounts payable | $ 770 | |
Shares issuance | 552,487 | |
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe | $ 906 | |
Business acquisition, share price | $ 1.64 | |
Share price | $ 1.81 | |
Additional consideration in cash or shares | $ 7,500 | |
Additional contingent shares issued or issuable | 4,143,647 | |
Consideration paid | $ 7,257 | |
Fair value of assets acquired and liabilities assumed | ||
Cash and cash equivalents | 2,269 | |
Accounts receivable | 346 | |
Unbilled receivables | 56 | |
Prepaid expenses and other current assets | 19 | |
Other long-term assets | 16 | |
Property and equipment | 68 | |
Accounts payable | (653) | |
Deferred revenue | (723) | |
Total net assets | 3,233 | |
Goodwill | 4,024 | |
HyperPointe | Customer relationships [Member] | ||
Fair value of assets acquired and liabilities assumed | ||
Other intangible assets, net | 1,198 | |
HyperPointe | Trade names [Member] | ||
Fair value of assets acquired and liabilities assumed | ||
Other intangible assets, net | 302 | |
HyperPointe | Software [Member] | ||
Fair value of assets acquired and liabilities assumed | ||
Other intangible assets, net | 335 | |
HyperPointe | Maximum [Member] | ||
Acquisition of Hyperpointe | ||
Potential earnout | $ 7,500 |
Acquisition of HyperPointe - St
Acquisition of HyperPointe - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Jan. 14, 2022 | Sep. 30, 2022 | |
Acquisition of Hyperpointe | ||
Number of options, granted | 2,200,338 | |
HyperPointe | Ezra T. Ernst | Stock Options | ||
Acquisition of Hyperpointe | ||
Number of options, granted | 1,000,000 | |
Exercise price range, Granted | $ 1.64 | |
Fair value of options granted | $ 1,457 | |
Vesting percentage | 33.33% | |
Options, vesting period | 3 years | |
Options, expiry period | 10 years |
Accounts payable, accrued exp_3
Accounts payable, accrued expenses and other (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts payable, accrued expenses and other | ||
Accounts payable | $ 3,642 | $ 5,966 |
Litigation accrual | 845 | 845 |
Accrued compensation | 1,176 | 2,862 |
Tax-related liabilities | 594 | 603 |
Common area maintenance accruals | 573 | 16 |
Gift certificates | 494 | 494 |
Construction accrual | 213 | 930 |
Credit card processing fees | 70 | 501 |
Other miscellaneous accruals | 374 | 741 |
Total accounts payable, accrued expenses and other current liabilities | $ 7,981 | $ 12,958 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,670 | $ 5,341 |
Accumulated Amortization | (3,256) | (1,609) |
Net Carrying Amount | 4,414 | 3,732 |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,641 | 1,339 |
Accumulated Amortization | (1,302) | (1,118) |
Net Carrying Amount | 339 | 221 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,510 | |
Accumulated Amortization | (482) | |
Net Carrying Amount | 1,028 | |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,403 | 3,886 |
Accumulated Amortization | (1,448) | (484) |
Net Carrying Amount | 2,955 | 3,402 |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 116 | 116 |
Accumulated Amortization | (24) | (7) |
Net Carrying Amount | $ 92 | $ 109 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remaining 2022 | $ 439 | |
2023 | 1,491 | |
2024 | 1,449 | |
2025 | 397 | |
2026 | 323 | |
Thereafter | 315 | |
Total | $ 4,414 | $ 3,732 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Intangible Assets | ||||
Amortization expense | $ 474 | $ 95 | $ 1,338 | $ 300 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lease concessions | $ 431 | $ 1,568 | ||
Cash paid for minimum annual rental obligations | $ 445 | $ 185 | 1,191 | 399 |
Variable lease payments | $ 397 | $ 51 | $ 1,085 | $ 262 |
Minimum [Member] | ||||
Rent concession period | 3 months | |||
Maximum [Member] | ||||
Rent concession period | 28 months |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||
Operating cash flows from operating leases | $ (3,072) | $ (3,189) |
Leased assets obtained in exchange for new and modified operating lease liabilities | $ 7,380 | 3,673 |
Leased assets surrendered in exchange for termination of operating lease liabilities | $ 9 |
Leases - Future Minimum Commitm
Leases - Future Minimum Commitments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases | |
Remaining 2022 | $ 1,005 |
2023 | 3,459 |
2024 | 3,050 |
2025 | 2,614 |
2026 | 1,586 |
Thereafter | 5,683 |
Total future lease payments | 17,397 |
Less: interest expense at incremental borrowing rate | (2,186) |
Net present value of lease liabilities | $ 15,211 |
Leases - Other Assumptions and
Leases - Other Assumptions and Pertinent Information (Details) | Sep. 30, 2022 |
Leases | |
Weighted average remaining lease term (years): | 5 years 11 months 12 days |
Weighted average discount rate used to determine present value of operating lease liability: | 7.33% |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Debt | |
Promissory note, unsecured (Current) | $ 3,584 |
Total debt | $ 3,584 |
Debt - Paycheck Protection Prog
Debt - Paycheck Protection Program (Details) - Paycheck Protection Program - USD ($) $ in Thousands | 6 Months Ended | |
May 01, 2020 | Nov. 01, 2020 | |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 5,653 | |
Interest rate (as a percent) | 1% | |
Deferral period | 6 months | |
Payments on PPP Loan | $ 0 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Warrants Activity (Details) - Warrants | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Warrants [Line Items] | |
Outstanding, Opening Balance | shares | 37,817,694 |
Expired | shares | (20,693,643) |
Outstanding, Ending Balance | shares | 17,124,051 |
Minimum [Member] | |
Warrants [Line Items] | |
Exercise price range, Beginning Balance | $ 0.525 |
Exercise price range, Expired | 3.02 |
Exercise price range, Ending Balance | 1.7 |
Maximum [Member] | |
Warrants [Line Items] | |
Exercise price range, Beginning Balance | 6.566 |
Exercise price range, Expired | 6.566 |
Exercise price range, Ending Balance | $ 2.125 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Oct. 04, 2022 shares | Oct. 31, 2022 shares | May 31, 2022 shares | Sep. 30, 2020 shares | Sep. 30, 2022 USD ($) item | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) item shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Aug. 31, 2021 shares | |
Stockholders Equity [Line Items] | |||||||||||
Number of equal quarterly vesting installments | item | 4 | 4 | |||||||||
Stock-based compensation expense | $ | $ 483 | $ 819 | $ 3,294 | $ 2,152 | |||||||
Unrecognized stock-based payment cost related to options | $ | 2,831 | $ 2,831 | $ 2,088 | ||||||||
Number of options, granted | 2,200,338 | ||||||||||
Shares authorized to repurchase | 15,000,000 | ||||||||||
Additional shares authorized to be repurchased | 10,000,000 | ||||||||||
Repurchase and retirement of common stock (in shares) | 19,526,706 | ||||||||||
Repurchase and retirement of common stock | $ | 11,673 | $ 11,095 | $ 450 | $ 23,789 | |||||||
Stock Compensation Plan | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Options, expiry period | 10 years | ||||||||||
Options, vesting period | 1 year | ||||||||||
RSUs | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of options, granted | 156,250 | ||||||||||
RSUs | Executive Officer [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
No. of RSUs, Granted | 375,000 | ||||||||||
Stock Options | Executive Officer [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of options, granted | 150,000 | ||||||||||
XpresTest RSAs | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of options, granted | 15 | ||||||||||
2020 Plan [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of shares authorized | 7,500,000 | ||||||||||
XpresTest 2020 Plan [Member] | RSUs | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Unrecognized stock-based compensation related to the awards | $ | $ 214 | $ 214 | |||||||||
Maximum [Member] | 2020 Plan [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of shares authorized | 5,000,000 | ||||||||||
Number of stock shares issued | 7,353,289 | ||||||||||
Directors, Employees And Consultants | XpresTest 2020 Plan [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Percentage of shares authorized for issuance | 20% | ||||||||||
Directors, Employees And Consultants | Maximum [Member] | XpresTest 2020 Plan [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of shares authorized | 200 |
Stockholders' Equity - Variable
Stockholders' Equity - Variables Used in Estimating Fair Value of Stock Options (Details) - Stock Options | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Stockholders Equity [Line Items] | |
Expected volatility: | 123.45% |
Expected dividend yield: | 0% |
Expected term: | 6 years 5 months 4 days |
Minimum [Member] | |
Stockholders Equity [Line Items] | |
Share price of the Company's Common Stock on the grant date: | $ 0.78 |
Exercise price: | $ 0.78 |
Annual average risk-free rate: | 1.62% |
Maximum [Member] | |
Stockholders Equity [Line Items] | |
Share price of the Company's Common Stock on the grant date: | $ 1.64 |
Exercise price: | $ 1.64 |
Annual average risk-free rate: | 3.24% |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options and RSU Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Stockholders Equity [Line Items] | |
No. of options, Outstanding as of December 31, 2021 | shares | 2,826,871 |
No. of options, Granted | shares | 2,200,338 |
No. of options, Forfeited | shares | (245,027) |
No. of options, Expired | shares | (68,819) |
No. of options, Outstanding as of September 30, 2022 | shares | 4,713,363 |
No. of options, Exercisable as of September 30, 2022 | shares | 1,955,823 |
Weighted average grant date fair value, Balance at December 31, 2021 | $ 2.57 |
Weighted average grant date fair value, Granted | 1.51 |
Weighted average grant date fair value, Forfeited | 1.55 |
Weighted average grant date fair value, Expired | 8.23 |
Weighted average grant date fair value, Balance at September 30, 2022 | 2.04 |
Weighted average grant date fair value, Exercisable at September 30, 2022 | $ 2.62 |
RSUs | |
Stockholders Equity [Line Items] | |
No. of options, Outstanding as of December 31, 2021 | shares | 600,000 |
No. of options, Granted | shares | 156,250 |
No. of options, Exercised/Vested | shares | (717,186) |
No. of options, Outstanding as of September 30, 2022 | shares | 39,064 |
Weighted average grant date fair value, Balance at December 31, 2021 | $ 1.63 |
Weighted average grant date fair value, Granted | 1.28 |
Weighted average grant date fair value, Exercised/Vested | 1.57 |
Weighted average grant date fair value, Balance at September 30, 2022 | $ 1.28 |
XpresTest RSAs | |
Stockholders Equity [Line Items] | |
No. of options, Outstanding as of December 31, 2021 | shares | |
No. of options, Granted | shares | 15 |
No. of options, Exercised/Vested | shares | (10) |
No. of options, Outstanding as of September 30, 2022 | shares | 5 |
Weighted average grant date fair value, Balance at December 31, 2021 | |
Weighted average grant date fair value, Granted | $ 56,890 |
Weighted average grant date fair value, Exercised/Vested | 61,550 |
Weighted average grant date fair value, Balance at September 30, 2022 | 47,570 |
Minimum [Member] | |
Stockholders Equity [Line Items] | |
Exercise price range, Outstanding as of December 31, 2021 | 1.19 |
Exercise price range, Granted | 0.78 |
Exercise price range, Forfeited | 1.43 |
Exercise price range, Expired | 1.44 |
Exercise price range, Outstanding as of September 30, 2022 | 0.78 |
Exercise price range, Exercisable as of September 30, 2022 | 0.78 |
Maximum [Member] | |
Stockholders Equity [Line Items] | |
Exercise price range, Outstanding as of December 31, 2021 | 2,460 |
Exercise price range, Granted | 1.64 |
Exercise price range, Forfeited | 3.82 |
Exercise price range, Expired | 2,232 |
Exercise price range, Outstanding as of September 30, 2022 | 2,460 |
Exercise price range, Exercisable as of September 30, 2022 | $ 2,460 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Equity securities | $ 194 | $ 722 |
Assets, fair value | 194 | 722 |
Route1 Inc | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Equity securities | 194 | 722 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Equity securities | 0 | 0 |
Assets, fair value | 0 | 0 |
Fair Value, Inputs, Level 1 | Route1 Inc | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Equity securities | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Equity securities | 194 | 722 |
Assets, fair value | 194 | 722 |
Fair Value, Inputs, Level 2 | Route1 Inc | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Equity securities | 194 | 722 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Equity securities | 0 | 0 |
Assets, fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Route1 Inc | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Equity securities | $ 0 | $ 0 |
Fair Value Measurements - (Deta
Fair Value Measurements - (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other nonoperating income expense | ||||
Unrealized loss on remeasurement of common stock and/or warrants | $ 98 | $ 302 | $ 528 | $ 716 |
Route1 Inc | ||||
Number of shares owned | 3,855,443 | 3,855,443 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Income Taxes. | |
Effective tax rate, global | (0.10%) |
Income tax expense, foreign | $ 5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended | ||
May 26, 2022 USD ($) employee | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Kyle Collins | |||
Loss Contingencies [Line Items] | |||
Penalties per employee per pay period | $ 100 | ||
Number of current and former employees | employee | 240 | ||
OTG Management PHL B [Member] | |||
Loss Contingencies [Line Items] | |||
Lease term | 12 years | ||
Accounts payable, accrued expenses and other. | |||
Loss Contingencies [Line Items] | |||
Estimated litigation liability, current | $ 845,000 | $ 845,000 | |
Maximum [Member] | OTG Management PHL B [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency damages sought | 2,250,000 | ||
Minimum [Member] | OTG Management PHL B [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency damages sought | $ 864,000 |
Segment Information - Geographi
Segment Information - Geographical Revenue, Segment Operating Loss and Total Asset Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Revenue | |||||
Total revenue | $ 10,736 | $ 26,767 | $ 48,381 | $ 44,371 | |
Operating (loss) income | |||||
Total operating income (loss) | (7,654) | 7,057 | (17,872) | 1,935 | |
Depreciation & Amortization | 1,564 | 852 | 4,329 | 2,542 | |
Capital Expenditures | 5,472 | 4,767 | 5,472 | 4,767 | |
Assets | |||||
Total long-lived assets | 21,240 | 21,240 | $ 14,497 | ||
Total assets | 84,976 | $ 84,976 | 127,266 | ||
Number of reportable segments | segment | 4 | ||||
Number of operating segments | segment | 4 | ||||
XpresSpa | |||||
Revenue | |||||
Total revenue | 3,557 | 1,416 | $ 9,490 | 2,172 | |
Operating (loss) income | |||||
Total operating income (loss) | (2,508) | (1,595) | (8,921) | (4,828) | |
Depreciation & Amortization | 364 | 340 | 1,065 | 931 | |
Capital Expenditures | 1,413 | 706 | 1,413 | 706 | |
Assets | |||||
Total long-lived assets | 14,203 | 14,203 | 8,419 | ||
Total assets | 21,348 | 21,348 | 12,351 | ||
XpresTest | |||||
Revenue | |||||
Total revenue | 6,079 | 25,351 | 35,928 | 42,199 | |
Operating (loss) income | |||||
Total operating income (loss) | (1,692) | 12,015 | 2,576 | 14,597 | |
Depreciation & Amortization | 576 | 509 | 1,711 | 1,604 | |
Capital Expenditures | 675 | 3,984 | 675 | 3,984 | |
Assets | |||||
Total long-lived assets | 112 | 112 | 2,246 | ||
Total assets | 5,356 | 5,356 | 19,349 | ||
Treat | |||||
Revenue | |||||
Total revenue | 425 | 1,110 | |||
Operating (loss) income | |||||
Total operating income (loss) | (1,282) | (2,305) | (4,038) | (4,115) | |
Depreciation & Amortization | 520 | 1,287 | |||
Capital Expenditures | 3,329 | 3,329 | |||
Assets | |||||
Total long-lived assets | 6,280 | 6,280 | 2,700 | ||
Total assets | 9,822 | 9,822 | 5,918 | ||
HyperPointe | |||||
Revenue | |||||
Total revenue | 675 | 1,853 | |||
Operating (loss) income | |||||
Total operating income (loss) | (193) | (745) | |||
Depreciation & Amortization | 86 | 243 | |||
Assets | |||||
Total long-lived assets | 123 | 123 | |||
Total assets | 7,126 | 7,126 | |||
Corporate and Other | |||||
Operating (loss) income | |||||
Total operating income (loss) | (1,979) | (1,058) | (6,744) | (3,719) | |
Depreciation & Amortization | 18 | 3 | 23 | 7 | |
Capital Expenditures | 55 | $ 77 | 55 | $ 77 | |
Assets | |||||
Total long-lived assets | 522 | 522 | 1,132 | ||
Total assets | $ 41,324 | $ 41,324 | $ 89,648 |