Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 15, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-34785 | ||
Entity Registrant Name | XWELL, Inc. | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16,663,729 | ||
Entity Common Stock, Shares Outstanding | 4,183,435 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | East Hanover, New Jersey | ||
Auditor Firm ID | 688 | ||
Entity Central Index Key | 0001410428 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Current assets | ||||||
Cash and cash equivalents | $ 8,437 | $ 4,827 | $ 19,038 | |||
Marketable Securities | 14,613 | 21,311 | 23,153 | |||
Accounts receivable | 1,667 | 1,193 | 2,858 | |||
Inventory | 900 | 968 | 1,161 | |||
Other current assets | 949 | 1,663 | 1,122 | |||
Total current assets | 26,566 | 29,962 | 47,332 | |||
Restricted cash | 751 | 751 | 751 | |||
Property and equipment, net | 2,454 | 2,705 | 3,666 | |||
Intangible assets, net | 1,353 | 2,174 | 4,008 | |||
Operating lease right of use assets, net | 4,656 | 5,558 | 8,276 | |||
Goodwill | 1,371 | 4,024 | ||||
Other assets | 1,842 | 1,787 | 2,369 | |||
Total assets | 38,993 | 42,937 | 70,426 | |||
Current liabilities | ||||||
Accounts payable | 1,099 | 1,511 | 2,312 | |||
Accrued expenses and other current liabilities | 4,968 | 4,198 | 5,719 | |||
Current portion of operating lease liabilities | 2,402 | 2,375 | 2,586 | |||
Deferred revenue | 861 | 73 | 339 | |||
Total current liabilities | 9,330 | 8,157 | 10,956 | |||
Long-term liabilities | ||||||
Operating lease liabilities | 8,692 | 9,123 | 11,521 | |||
Total liabilities | 18,022 | 17,280 | 22,477 | |||
Commitments and contingencies (see Note 18) | ||||||
Equity | ||||||
Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 4,179,631 and 4,161,613 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 42 | [1] | 42 | 42 | [1] | |
Additional paid-in capital | 470,737 | 470,270 | 468,530 | |||
Accumulated deficit | (455,853) | (450,882) | (428,112) | |||
Accumulated other comprehensive loss | (1,924) | (1,642) | (534) | |||
Total equity attributable to XWELL, Inc. | 13,002 | 17,788 | 39,926 | |||
Noncontrolling interests | 7,969 | 7,869 | 8,023 | |||
Total equity | 20,971 | 25,657 | 47,949 | $ 99,935 | ||
Total liabilities and equity | $ 38,993 | $ 42,937 | $ 70,426 | |||
[1] Adjusted to reflect the impact of the 1 :20 reverse stock split that became effective on September 28, 2023. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Sep. 28, 2023 | Dec. 31, 2023 $ / shares shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Oct. 24, 2022 $ / shares |
CONSOLIDATED BALANCE SHEETS | |||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, authorized | 150,000,000 | 150,000,000 | 150,000,000 | ||
Common stock, issued | 4,179,631 | 4,174,381 | 4,161,613 | ||
Common stock, outstanding | 4,179,631 | 4,174,381 | 4,161,613 | ||
Reverse stock split, conversion ratio | 0.05 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Revenue, net | |||
Total revenue, net | $ 30,109 | $ 55,939 | |
Cost of sales | |||
Labor | 17,932 | 21,437 | |
Occupancy | 4,473 | 4,138 | |
Products and other operating costs | 4,023 | 18,316 | |
Total cost of sales | 26,428 | 43,891 | |
Gross Profit | 3,681 | 12,048 | |
Depreciation and amortization | 2,065 | 5,429 | |
Impairment of long-lived assets | 3,927 | 4,669 | |
Goodwill impairment | 4,024 | ||
Loss on disposal of assets, net | 34 | 834 | |
Impairment of operating lease right-of-use assets | 926 | 1,110 | |
General and administrative | 12,957 | 21,178 | |
Salaries and benefits | 7,954 | 9,991 | |
Total operating expenses | 31,887 | 43,211 | |
Operating loss | (28,206) | (31,163) | |
Interest income, net | 448 | 384 | |
Foreign exchange loss | (738) | (664) | |
Gain on securities, realized and unrealized | 912 | ||
Other non-operating expense, net | (410) | (1,131) | |
Loss before income taxes | (27,994) | (32,574) | |
Income tax expense | (35) | (55) | |
Net loss | (28,029) | (32,629) | |
Net (income) loss attributable to noncontrolling interests | 288 | (208) | |
Net loss attributable to XWELL, Inc. | (27,741) | (32,837) | |
Net loss | (28,029) | (32,629) | |
Foreign currency translation | (1,390) | (222) | |
Comprehensive loss | $ (29,419) | $ (32,851) | |
Loss per share | |||
Basic loss per share (in dollars per share) | $ (6.64) | $ (7.01) | |
Diluted loss per share (in dollars per share) | $ (6.64) | $ (7.01) | |
Weighted-average number of shares outstanding during the period | |||
Basic (in shares) | [1] | 4,175,220 | 4,682,767 |
Diluted (in shares) | [1] | 4,175,220 | 4,682,767 |
Patient services revenue | |||
Revenue, net | |||
Total revenue, net | $ 250 | $ 32,776 | |
Services | |||
Revenue, net | |||
Total revenue, net | 27,053 | 21,227 | |
Products | |||
Revenue, net | |||
Total revenue, net | 2,766 | 1,930 | |
Other | |||
Revenue, net | |||
Total revenue, net | $ 40 | $ 6 | |
[1] Adjusted to reflect the impact of the 1 :20 reverse stock split that became effective on September 28, 2023. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) | Sep. 28, 2023 |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |
Reverse stock split, conversion ratio | 0.05 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total Company equity | Non-controlling interests | Total | ||
Balance Beginning at Dec. 31, 2021 | $ 51 | [1] | $ 488,268 | $ (395,275) | $ (312) | $ 92,732 | $ 7,203 | $ 99,935 | |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | [1] | 5,063,467 | |||||||
Issuance of Common Stock for acquisition | 906 | 906 | 906 | ||||||
Issuance of Common Stock for acquisition (in shares) | [1] | 27,624 | |||||||
Vesting of restricted stock units (shares) | [1] | 46,857 | |||||||
Value of Shares Withheld to fund payroll taxes | (73) | (73) | (73) | ||||||
Stock-based compensation | 3,106 | 3,106 | 664 | 3,770 | |||||
Net loss for the period | (32,837) | (32,837) | 208 | (32,629) | |||||
Repurchase and retirement of common stock | $ (9) | [1] | (23,780) | (23,789) | (23,789) | ||||
Repurchase and retirement of common stock (in shares) | [1] | (976,335) | |||||||
Foreign currency translation | (222) | (222) | (121) | (343) | |||||
Distributions to noncontrolling interests | (956) | (956) | |||||||
Contributions from noncontrolling interests | 1,025 | 1,025 | |||||||
Grant of stock options for services | 103 | 103 | 103 | ||||||
Balance Ending at Dec. 31, 2022 | $ 42 | [1] | 468,530 | (428,112) | (534) | 39,926 | 8,023 | $ 47,949 | |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 4,161,613 | [1] | 4,161,613 | ||||||
Balance Beginning at Dec. 31, 2022 | $ 42 | [1] | 468,530 | (428,112) | (534) | 39,926 | 8,023 | $ 47,949 | |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 4,161,613 | [1] | 4,161,613 | ||||||
Net loss for the period | $ (23,099) | ||||||||
Balance Ending at Sep. 30, 2023 | $ 42 | 470,270 | (450,882) | (1,642) | 17,788 | 7,869 | $ 25,657 | ||
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2023 | 4,174,381 | 4,174,381 | |||||||
Balance Beginning at Dec. 31, 2022 | $ 42 | [1] | 468,530 | (428,112) | (534) | 39,926 | 8,023 | $ 47,949 | |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 4,161,613 | [1] | 4,161,613 | ||||||
Value of Shares Withheld to fund payroll taxes | (22) | (22) | $ (22) | ||||||
Stock-based compensation | 2,226 | 2,226 | 93 | 2,319 | |||||
Net loss for the period | (27,741) | (27,741) | (288) | (28,029) | |||||
Foreign currency translation | (1,390) | (1,390) | 111 | (1,279) | |||||
Distributions to noncontrolling interests | (120) | (120) | |||||||
Contributions from noncontrolling interests | 150 | 150 | |||||||
Grant of stock options for services | 3 | 3 | 3 | ||||||
Issuance of restricted stock units (in shares) | [1] | 18,018 | |||||||
Balance Ending at Dec. 31, 2023 | $ 42 | [1] | 470,737 | (455,853) | (1,924) | 13,002 | 7,969 | $ 20,971 | |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2023 | 4,179,631 | [1] | 4,179,631 | ||||||
Net loss for the period | $ (11,591) | ||||||||
Balance Ending at Sep. 30, 2023 | $ 42 | $ 470,270 | $ (450,882) | $ (1,642) | $ 17,788 | $ 7,869 | $ 25,657 | ||
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2023 | 4,174,381 | 4,174,381 | |||||||
[1] Adjusted to reflect the impact of the 1 :20 reverse stock split that became effective on September 28, 2023. |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) | Sep. 28, 2023 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | |
Reverse stock split, conversion ratio | 0.05 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (28,029) | $ (32,629) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,065 | 5,429 |
Impairment of fixed assets | 1,159 | 4,559 |
Impairment of goodwill | 4,024 | |
Impairment of intangible assets | 2,768 | 110 |
Impairment of operating lease right-of-use assets | 926 | 1,110 |
Unrealized gain on marketable securities | (877) | |
Foreign currency remeasurement loss | 738 | |
Loss on disposal of assets, net | 34 | 834 |
Gain on lease termination | (821) | |
Amortization of operating lease right of use asset | 1,481 | 1,844 |
Issuance of shares of Common Stock for services | 3 | 103 |
Stock-based compensation | 2,319 | 3,770 |
Loss on equity investment | 54 | 618 |
Changes in assets and liabilities: | ||
Decrease in inventory | 261 | 592 |
Decrease (increase) in accounts receivable | 1,191 | (1,835) |
Decrease (increase) in deferred revenue | (289) | (933) |
Decrease (increase) in other assets, current and non-current | 512 | (457) |
Decrease in other liabilities, current and non-current | (3,105) | (4,056) |
Decrease in accounts payable | (488) | (3,247) |
Net cash used in operating activities | (16,074) | (24,188) |
Cash flows from investing activities | ||
Acquisition of property and equipment | (1,905) | (6,464) |
Investment in marketable securities | (23,153) | |
Sale of marketable securities | 9,417 | |
Acquisition of intangibles | (468) | (373) |
Net cash provided by (used in) investing activities | 5,650 | (34,843) |
Cash flows from financing activities | ||
Repurchase of Common Stock | (23,789) | |
Contributions from noncontrolling interests | 150 | 1,025 |
Payments for shares withheld on vesting | (22) | (73) |
Repayment of Paycheck Protection Program | (3,584) | |
Distributions to noncontrolling interests | (120) | (956) |
Net cash provided by (used in) financing activities | 8 | (27,377) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (185) | (60) |
Decrease in cash, cash equivalents and restricted cash | (10,601) | (86,468) |
Cash, cash equivalents, and restricted cash at beginning of the year | 19,789 | 106,257 |
Cash, cash equivalents, and restricted cash at end of the year | 9,188 | 19,789 |
Cash paid for | ||
Interest | 10 | |
Income taxes | 35 | 55 |
Non-cash investing and financing transactions | ||
Capital expenditures included in Accounts payable, accrued expenses and other current liabilities | 17 | 544 |
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe | 906 | |
Naples Wax LLC | ||
Cash flows from investing activities | ||
Acquisition net of cash assumed | $ (1,394) | |
HyperPointe | ||
Cash flows from investing activities | ||
Acquisition net of cash assumed | $ (4,853) |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
General | |
General | 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 global wellness company operating multiple brands and focused on bringing restorative, regenerative and reinvigorating products and services to travelers. XWELL currently has four reportable operating segments: XpresSpa ® , XpresTest ® , Naples Wax Center and Treat ™ . 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. As of December 31, 2023, there were 21 domestic XpresSpa locations in total, 19 Company owned and 2 franchises. The Company also had 11 international locations operating as of December 31, 2023, including two XpresSpa locations in Dubai International Airport in the United Arab Emirates, one XpresSpa location in Zayad International Airport in Abu Dhabi UAE, three XpresSpa locations in Schiphol Amsterdam Airport in the Netherlands and five XpresSpa locations in Istanbul Airport in Turkey. XWELL’s subsidiary, XpresTest, in partnership with certain COVID-19 testing partners, successfully launched its XpresCheck Wellness Centers through its XpresTest, Inc. subsidiary (“XpresTest”), which offered 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 during the pandemic. During 2022 and 2023, as countries continued to relax their testing requirements resulting in rapid decline of testing volumes at the Company’s XpresCheck locations, the Company closed XpresCheck Wellness Centers. As of December 31, 2023, all XpresCheck locations are closed. XWELL’s subsidiary, gcg Connect, LLC, operating as HyperPointe, provides direct to business marketing support across a number of health and health-related channels. From the creation of marketing campaigns for the pharmaceutical industry, to learning management systems to website and health related content creation, HyperPointe is a complementary service provider to XWELL’s health-focused brands as well as providing the majority of services to the external community. For reporting purposes, the former HyperPointe segment has been consolidated into the XpresTest segment. XWELL’s subsidiary Treat, Inc. (“Treat”) is a wellness brand that provides access to wellness services for travelers at on-site centers (currently located in JFK International Airport and in Salt Lake City International Airport). In 2022, Treat opened a new location in Phoenix Sky Harbor International Airport but by the fourth quarter of 2022, the decision was made to close this location. The remaining Treat locations offer a full retail product offering and a suite of wellness and spa services. Travelers can purchase time blocks to use our 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. XWELL’s subsidiary Naples Wax Center, LLC, which was acquired on September 12, 2023, for a purchase price of $1,624 operates a group of upscale hair removal boutiques in Florida. There are currently three Naples Wax Center locations with core products and service offerings from face and body waxing to a range of skincare and cosmetic products. Liquidity and Financial Condition As of December 31, 2023, the Company had approximately $8,437 of cash and cash equivalents, $14,613 in marketable securities, and total current assets of approximately $26,566. The Company’s total current liabilities balance, which includes accounts payable, deferred revenue, accrued expenses, and operating lease liabilities was approximately $9,330 as of December 31, 2023. The working capital surplus was $17,236 as of December 31, 2023, compared to a working capital surplus of $36,376 as of December 31, 2022. The Company has significantly reduced operating and overhead expenses in the second half of 2022 and 2023, while it continues to focus on returning to overall profitability. The Company has taken actions to improve its overall cash position, right sizing its corporate structure and streamlining its operations, while at the same time the Company is aggressively trying to get the company to profitability which the Company believes will strengthen the Company’s stock price and put the Company in a stronger position to be able to raise capital in 2024 and beyond. The Company is aggressively pursuing strategic partnerships that the Company expects will further strengthen the long-term profitability of the business, which puts the Company in a position of strength as the Company raise more capital. |
Accounting and Reporting Polici
Accounting and Reporting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting and Reporting Policies | |
Accounting and Reporting Policies | Note 2. Accounting and Reporting Policies Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company, all entities that are wholly owned by the Company, and all entities in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s long-lived assets, intangibles assets, the useful lives of the Company’s intangible assets, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies. Translation into United States dollars The Company conducts certain transactions in foreign currencies, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are deemed non-operating income in the consolidated statements of operations and comprehensive loss. During 2023 and 2022, the Company recorded $738 and $664, respectively, in exchange losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies. Accounts of the foreign subsidiaries of XpresSpa are translated into United States dollars. Assets and liabilities have been translated primarily at year end exchange rates and revenues and expenses have been translated at average monthly rates for the year. The translation adjustments arising from the use of different exchange rates are included as foreign currency translation within the consolidated statements of operations and comprehensive income (loss) and consolidated statements of changes in stockholders’ equity. Cash and cash equivalents The Company maintains cash in checking and money market accounts with financial institutions. The Company has established guidelines relating to diversification and maturities of its investments in order to minimize credit risk and maintain high liquidity of funds. The Company considers all highly liquid investments purchased with an original maturity of three months or less from the time they are acquired to be cash equivalents. The Company had $4,025 of such investments as of December 31, 2023 and $1,885 as of December 31, 2022. Accounts Receivables Accounts receivables are reported at their outstanding unpaid principal balances, net of allowances for credit loss. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides for an allowance for credit loss based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. The Company writes off accounts receivable against the allowance for credit loss when a balance is determined to be uncollectible. During the year ended December 31, 2023 and 2022, the Company did not write off any accounts receivable. The Company did not record an allowance for credit loss for the year ended December 31, 2023 and December 31, 2022, respectively. Inventory All inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. Intangible assets Intangible assets include customer relationships, trade names, and technology, which were primarily acquired as part of the acquisition of XpresSpa in December 2016, HyperPointe in 2022 and Naples Wax Center in 2023 and were recorded based on the estimated fair value in purchase price allocation. In addition, intangible assets include software and website development costs that were capitalized as part of the Company’s development of a mobile application and website for the Treat brand. The Company accounts for these costs in accordance with ASC 350-40, Internal-Use Software. The intangible assets are amortized over their estimated useful lives, which are periodically evaluated for reasonableness. The Company’s intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value is then compared to the carrying value and an impairment charge is recognized by the amount in which the carrying value exceeds the fair value of the asset. In assessing the recoverability of the Company’s intangible assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. During the years ended December 31, 2023 and 2022, the Company recognized impairment of $2,768 and $110 respectively. The Company also impaired intangible assets pertaining to its Treat and XpresTest segments. Property and Equipment Property and equipment are recorded at historical cost and primarily consists of leasehold improvements, furniture and fixtures, and other operating equipment. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the lesser of the lease term or economic useful life. Maintenance and repairs are charged to expense, and renovations or improvements that extend the service lives of the Company’s assets are capitalized over the lesser of the extension period or life of the improvement. Impairment of long-lived assets Long-lived assets are tested for impairment at the lowest level at which there are identifiable operating cash flows, which is at the individual airport location for the XpresSpa and XpresTest businesses. The Company’s long-lived assets consist primarily of leasehold improvements and right to use lease assets for each of its airport locations (considered the asset group). The Company reviews its long-lived assets for recoverability yearly or sooner if events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable. If indicators are present, the Company performs a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset group in question to its carrying amount. An impairment loss is recognized if it is determined that the long-lived asset group is not recoverable and is calculated based on the excess of the carrying amount of the long-lived asset group over the long-lived asset groups fair value. The Company estimates the fair value of long-lived assets using present value income approach. Future cash flow was calculated based on forecasts over the estimated remaining useful life of the asset group, which for each of the Company’s airport locations, is the remaining term of the operating lease. The Company completed an assessment of its property and equipment and operating lease right of use assets for impairment as of December 31, 2023 and 2022. Based upon the results of the impairment test, the Company recorded an impairment expense related to property and equipment of $1,159 and $4,559 as of December 31, 2023 and 2022, respectively. Additionally, the Company recorded an impairment expense related to operating lease right of use assets and $926, and $1,110 as of December 31, 2023 and 2022, respectively. Both impairment charges are recorded on the consolidated statements of operations and comprehensive loss. The expense was primarily related to the impairment of leasehold improvements made to the Company’s Treat and Spa locations and its operating lease right of use assets where management determined that the locations discounted future cash flows were not sufficient to recover the carrying value of these assets over the remaining lease term. Leases The right of use asset (“ROU”) on the Company’s consolidated balance sheet represents a lessee’s right to use an asset over the life of a lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received. The amortization period for the right of use asset is from the lease commencement date to the earlier of the end of the lease term or the end of the useful life of the asset. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected to exclude all short-term leases (i.e, leases with term of 12 months or less) from recognition on the balance sheet. The Company’s lease liabilities are determined by calculating the present value of all future lease payments using the rate implicit in the lease if it can be readily determined, or the lessee’s incremental borrowing rate. The Company uses its incremental borrowing rate at the inception of the lease to determine the present value of future lease payments as the rate implicit in its leases could not be readily determined. Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based on a percentage of sales that are in excess of a predetermined level, an increase based on a change in the consumer price index or fair market value. These amounts are excluded from the calculation of the right of use asset and lease liability under ASC 842. Minimum rent under these leases is included in the determination of rent expense when it is probable that the expense has been incurred and the amount can be reasonably estimated. Restricted cash Restricted cash, which is listed as a separate line item in the consolidated balance sheets, represents balances at financial institutions to secure bonds and letters of credit as required by the Company’s various lease agreements. Equity investments Equity investments are carried at fair value with the changes in fair value recorded in the consolidated statement of operations and other comprehensive income (loss) in accordance with ASU 2016-01. The Company will perform a qualitative assessment on an annual basis and recognize impairment if there are sufficient indicators that the fair value of the investment is less than the carrying value. As of the year ended December 31, 2023, there were no indicators of impairment. Revenue recognition XpresSpa, Treat and Naples Wax Center The Company recognizes revenue from the sale of products and services when the services are rendered at XpresSpa, Treat, and Naples Wax Centers locations 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 e-commerce business are recorded at the time goods are shipped. XpresTest During the third quarter of 2022, XpresTest, in partnership with Ginkgo BioWorks in continuation of their support to the CDC’s traveler-based SARS-CoV-2 genomic surveillance program was 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 $6,674 for the sample collection (passenger and aircraft wastewater) and $370 for the traveler enrollment initiatives, which represents the amount of consideration that we are 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. We recognized the revenue for the traveler enrollment initiative performance obligation in the second quarter of 2023. The Company recognizes revenue ratably (straight line basis) over the term of the contract (one year). The Company recorded $7,521 and $2,617, in revenue for the years ended December 31, 2023 and 2022, respectively, related to sample collection performance obligations because the Company’s efforts towards satisfying each of the performance obligations are expended evenly throughout the period of performance. HyperPointe The Company’s HyperPointe business provides broad range of service and support options for HyperPointe’s customers, including technical support services and advanced services. Technical support services represent the majority of these offerings which are distinct performance obligations that are satisfied over time with revenue recognized ratably over the contract term. Advanced services are distinct performance obligations that are satisfied over time with revenue recognized as services are delivered. Revenue billed in advance are treated as deferred revenue which was $72 and $322 as of December 31, 2023 and 2022, respectively. The Company excludes all sales taxes assessed to our customers from revenue. Sales taxes assessed on revenues are included in Accrued expenses and other current liabilities Gift cards, customer rewards and prepaid packages XWELL offers no-fee, non-expiring gift cards to its customers. No revenue is recognized upon issuance of a gift card and a liability is established for the gift card’s cash value. The liability is relieved, and revenue is recognized upon redemption by the customer. As the gift cards have no expiration date, there is no provision for the reduction in the value of unused card balances. In addition, XWELL maintains a rewards program in which customers earn loyalty points, which can be redeemed for future services. Loyalty points are rewarded upon joining the loyalty program, for customer birthdays, and based upon customer spending. When a customer redeems loyalty points, the Company recognizes revenue for the redeemed cash value and reduces the related loyalty program liability. In 2023 the Company adopted a formal expiration policy whereby any loyalty members with inactivity for an 18-month period will forfeit any unused loyalty rewards. The costs associated with gift cards and reward points are accrued as the rewards are earned by the cardholder and are included in Accrued expenses and other current liabilities Naples Wax Center offers prepaid wax packages that are either unlimited for one year or a set number of services. When the packages are purchased, the sales are recorded as deferred revenue. As services related to prepaid packages are used, revenue is recognized as income. The deferred revenue as of September 12, 2023, when Naples Wax Center was acquired was $811 and for the year ended December 31, 2023 deferred revenue was $778. Segment reporting ASC 280, Segment Reporting There are currently no intersegment revenues. Asset information by operating segment is presented below since the chief operating decision maker reviews this information by segment. The reporting segments follow the same accounting policies used in the preparation of the Company’s audited consolidated financial statements. Pre-opening costs Pre-opening and start-up activity costs, which include rent and occupancy, supplies, advertising, and other direct expenses incurred prior to the opening of a new store, are expensed in the period in which they are incurred. Cost of sales Cost of sales consists of location operating costs. These costs include all costs that are directly attributable to the location’s operations and include: ● payroll and related benefits for the location’s operations and management; ● rent, percentage rent and occupancy costs; ● the cost of merchandise and testing supplies; ● freight, shipping and handling costs; ● production costs; ● inventory shortage and valuation adjustments; and ● costs associated with sourcing operations. Stock-based compensation Stock-based compensation is recognized as an expense in the consolidated statements of operations and comprehensive loss and such cost is measured at the grant-date fair value of the equity-settled award. The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The fair value of Restricted Stock Units (“RSUs”) is calculated as of the date of grant using the grant date closing share price multiplied by the number of RSUs granted. The expense is recognized on a straight-line basis, over the requisite service period. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past. Expected volatility is estimated based on a weighted average historical volatility of the Company. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve as of the date of grant. The Company recognizes forfeitures as they occur. The Company issues new stock to deliver shares under its Equity Plan. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not more likely than not to be realized. Tax benefits related to excess deductions on stock-based compensation arrangements are recognized when they reduce taxes payable. In assessing the need for a valuation allowance, the Company looks at cumulative losses in recent years, estimates of future taxable earnings, feasibility of tax planning strategies, the ability to realize tax benefit carryforwards, and other relevant information. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable earnings. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict. In the event that actual results differ from these estimates in future periods, the Company will be required to adjust the valuation allowance. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company had no uncertain tax positions as of December 31, 2023 and 2022. Noncontrolling interests Noncontrolling interests represent the noncontrolling holders’ percentage share of earnings or losses from; i) the subsidiaries, in which the Company holds a majority, but less than 100%, ownership interest, ii) Variable Interest Entities, where the Company is a primary beneficiary (See sub note Variable Interest Entities Net income/(loss) per common share Basic net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders for the period by the weighted-average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed by dividing the net loss attributable to the Company for the period by the weighted-average number of shares of Common Stock plus dilutive potential Common Stock considered outstanding during the period. Commitments and contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Legal costs expected to be incurred in connection with a loss contingency are expensed as incurred. 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. As of the year ended December 31, 2023, there were no VIE’s remaining. Business Combinations The Company uses 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. Estimates in valuing certain of the intangible assets the Company has acquired include future expected cash flows, and discount rates. Goodwill 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. During the quarter ended September 30, 2023, the Company identified a triggering event, related to the Goodwill associated with XpresTest’s HyperPointe business, and as a result recognized an impairment charge of $4,024 , which is in the Goodwill impairment on the consolidated statements of operations and comprehensive loss. Advertising Costs Advertising costs are expensed as incurred. Advertising expenses amounted to approximately $696 and $4,645 for the years ended December 31, 2023 and 2022, respectively. Fair value measurements The Company measures fair value in accordance with ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received by selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 Level 2 Level 3 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Reclassification Certain balances in the 2022 consolidated financial statements have been reclassified to conform to the presentation in the 2023 consolidated financial statements, primarily the separate classification and presentation of general and administrative, salaries and benefits, impairments and loss on disposal of assets. Such reclassifications did not have a material impact on the consolidated financial statements. 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 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 consolidated financial statements. ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires contract assets and contract liabilities acquired in a business acquisition to be recognized and measured in accordance with ASC Topic 606, Revenues from Contracts with Customers, which the Company generally expects will result in the recognition and measurement of contract assets and contract liabilities in a manner that is consistent with the acquiree. For the Company, the amendments are effective |
Net earnings_(loss) per Share o
Net earnings/(loss) per Share of Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Net earnings/(loss) per Share of Common Stock | |
Net earnings/(loss) per Share of Common Stock | Note 3. Net earnings/(loss) per Share of Common Stock The table below presents the computation of basic and diluted (losses)/net earnings per common share: Year ended December 31, 2023 2022 Basic numerator: Net loss attributable to common shareholders $ (27,741) $ (32,837) Basic denominator: Basic weighted average shares outstanding 4,175,220 4,682,767 Basic loss per share $ (6.64) $ (7.01) Net loss per share data presented above excludes from the calculation of diluted net loss, 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 341,205 241,501 Unvested RSUs to issue an equal number of shares of Common Stock 11,944 14,063 Warrants to purchase an equal number of shares of Common Stock — 58,605 Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders 353,149 314,169 Reverse Stock Split On September 28, 2023, the Company effected a 1 |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 12 Months Ended |
Dec. 31, 2023 | |
Cash, Cash Equivalents, and Restricted Cash | |
Cash, Cash Equivalents, and Restricted Cash | Note 4. Cash, Cash Equivalents, and Restricted Cash December 31, 2023 December 31, 2022 Cash denominated in United States dollars $ 5,726 $ 16,344 Cash denominated in currency other than United States dollars 2,395 2,562 Restricted cash 751 751 Credit and debit card receivables 316 132 Total cash, cash equivalents and restricted cash $ 9,188 $ 19,789 The Company places its cash and temporary cash investments with credit quality institutions. At times, such cash denominated in United States dollars may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. At December 31, 2023 and 2022, deposits in excess of FDIC limits were $4,195 and $16,069. As of December 31, 2023 and 2022, the Company held cash balances in overseas accounts, totaling $2,395 and $2,562 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 | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets | |
Other Current Assets | Note 5. Other Current Assets As of December 31, 2023, and 2022, the Company’s other current assets were comprised of the following: December 31, 2023 December 31, 2022 Prepaid expenses $ 894 $ 1,074 Other 55 48 Total other current assets $ 949 $ 1,122 Prepaid expenses are predominantly comprised of financed and prepaid insurance policies which have terms of one year or less. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Property and Equipment | Note 6. Property and Equipment Property and equipment are comprised of three categories: leasehold improvements, furniture and fixtures, and other operating equipment as of December 31, 2023 and 2022 as follows: December 31, 2023 2022 Useful Life Leasehold improvements $ 5,848 $ 8,692 Average 5-8 years Furniture and fixtures 821 1,214 3-4 years Other operating equipment 680 760 Maximum 5 years 7,349 10,666 Accumulated depreciation (4,895) (7,000) Total property and equipment, net $ 2,454 $ 3,666 Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the shorter of remaining lease term or economic useful life (which is on average 5-8 years). The fair values of the Company’s asset groups were determined using the income approach. The income approach incorporated the use of a discounted cash flow method in which the estimated future cash flows and terminal values for the Company were discounted to a present value using a discount rate. Cash flow projections are based on management’s estimates of economic and market conditions which drive key assumptions of revenue growth rates, operating margins, capital expenditures and working capital requirements. The discount rate in turn is based on the specific risk characteristics of the Company, the weighted average cost of capital and its underlying forecast. The Company performed assessments of its property and equipment for impairment for the years ended December 31, 2023 and 2022 and based upon the results of the impairment tests, the Company recorded impairment expenses of approximately $1,159 and $4,559, respectively, which is included in Impairment of long-lived assets on the consolidated statements of operations and comprehensive loss. The impairment expense is primarily related to the underperformance of the Company’s Treat locations at the JFK and Salt Lake City airports. During the years ended December 31, 2023 and 2022, the Company recorded $825 and $3,663 respectively of depreciation expense. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets | |
Other Assets | Note 7. Other Assets Other assets in the consolidated balance sheets are comprised of the following as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Equity investments $ 50 $ 104 Lease deposits 1,556 1,973 Other 236 292 Other assets $ 1,842 $ 2,369 As of December 31, 2023 and 2022, the equity investment in Route1 had a readily determinable fair value of $50 and $104, respectively. The Company recorded an unrealized loss of $54 in 2023 and an unrealized loss of $618 in 2022, in connection with the remeasurement of the shares of our common stock of Route1 it obtained in the 2018 sale of Group Mobile to Route1. The loss/gain is included in Other non-operating income (expense), net Also included in Other assets as of December 31, 2023 and 2022 were $1,556 and $1,973, respectively, of security deposits made pursuant to various lease agreements, which will be returned to the Company at the end of the leases. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets | |
Intangible Assets | Note 8. Intangible Assets The following table provides information regarding the Company’s intangible assets, which consist of the following: December 31, 2023 December 31, 2022 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Trade names $ 200 $ (6) $ 194 $ 302 $ (24) $ 278 Customer relationships 1,012 (341) 671 1,510 (542) 968 Software 2,593 (2,120) 473 4,485 (1,761) 2,724 Licenses 35 (20) 15 55 (17) 38 Total intangible assets $ 3,840 $ (2,487) $ 1,353 $ 6,352 $ (2,344) $ 4,008 The Company’s trade names and customer relationships relates to the Naples Wax Center, software relates to certain capitalized third-party costs related to a new website and a point-of-sale system, and licenses relates to certain capitalized costs of foreign acquisition. The fair values of the Company’s long-lived assets were determined using the income approach. The income approach incorporated the use of a discounted cash flow method in which the estimated future cash flows and terminal values for the Company were discounted to a present value using a discount rate. Cash flow projections are based on management’s estimates of economic and market conditions which drive key assumptions of revenue growth rates, operating margins, capital expenditures and working capital requirements. The discount rate in turn is based on the specific risk characteristics of the Company, the weighted average cost of capital and its underlying forecast. In the year ended December 31, 2023, the Company recorded an impairment of $2,768 related to trade names, customer relationships and software which is included in Impairment of long-lived assets on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2023. In the year ended December 31, 2022, the Company recorded impairment of $110 related to software. The increase in impairment expense of intangible assets is primarily related to XpresTest’s HyperPointe business and Treat. The Company’s intangible assets are amortized over their expected useful lives, which is six years for trade names and five Estimated amortization expense for the Company’s intangible assets at December 31, 2023 is as follows: Calendar Years ending December 31, Amount 2024 $ 316 2025 310 2026 229 2027 122 2028 122 Thereafter 254 Total $ 1,353 |
Acquisition of Naples Wax, LLC
Acquisition of Naples Wax, LLC | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition of Naples Wax, LLC | |
Acquisition of Naples Wax, LLC | Note 9. Acquisition of Naples Wax, LLC On September 12, 2023, the Company acquired all of the equity interests in Naples Wax, LLC, d/b/a Naples Wax Centers, a Florida limited liability company (“Naples Wax”), for an aggregate purchase price of $1,624, of which $1,574 was paid in cash at closing. The remaining $50 will be held for six months as a holdback to cover any potential indemnification claims and included in accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2023. The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 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. Estimates in valuing certain of the intangible assets the Company has acquired include future expected cash flows, and discount rates. For income tax purposes, this acquisition of 100% of the units is treated as an asset acquisition. As a result of the acquisition of Naples Wax, the company generated tax deductible goodwill of $1.371 million. Consideration paid $ 1,624 Fair value of assets acquired and liabilities assumed Cash and cash equivalents $ 180 Prepaid expenses and other assets 13 Customer relationships 700 Trade name 200 Deferred revenue (811) Accounts payable (25) Accrued expenses and other liabilities (4) Total fair value of assets acquired and liabilities assumed 253 Goodwill $ 1,371 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 following table sets forth the significant assumptions utilized when valuing the Customer Relationships: Customer relationships Attrition Rate 15.00 % Existing Customer Growth 75.00 % Business Development Expense for New Customers 5.70 % Customer relationships Discount Rate 31.00 % Estimated Remaining Economic Life (Years) (approx.) 7 yrs The following table sets forth the significant assumptions utilized when valuing the Tradename: % of Revenue Attributable to Trade Name 100.00 % Royalty Rate 2.00 % Trade Name Discount Rate 31.00 % Remaining Economic Life (Years) 9 yrs |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 10. Leases The Company leases spa and clinic locations at various domestic and international airports. Additionally, the Company leases its corporate office in New York City and other off airport locations in various US cities. Certain leases entered into by the Company are accounted for in accordance with ASC 842. The Company determines if an arrangement is a lease at inception and if it qualifies under ASC 842. The Company’s lease arrangements generally contain fixed payments throughout the term of the lease and most also contain a variable component to determine the lease obligation where a certain percentage of sales is used to calculate the lease payments. The Company enters into leases that expire, are amended and extended, or are extended on a month-to-month basis. Leases are not included in the calculation of the total lease liability and the right of use asset when they are month-to-month. All qualifying leases held by the Company are classified as operating leases. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company records its operating lease assets and liabilities based on required guaranteed payments under each lease agreement. The Company uses its incremental borrowing rate, which approximates the rate at which the Company can borrow funds on a secured basis, using the information available at commencement date of the lease in determining the present value of guaranteed lease payments. The interest rate implicit in the lease is generally not determinable in transactions where a company is the lessee. The Company reviews all of its existing lease agreements to determine whether there were any modifications to lease agreements and to assess if any agreements should be accounted for pursuant to the guidance in ASC 842. The following is a summary of the activity in the Company’s current and long-term operating lease liabilities for the year ended December 31, 2023 and 2022: Year ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (3,483) $ (4,092) Leased assets obtained in exchange for new and modified operating lease liabilities $ 174 $ 6,891 Leased assets surrendered in exchange for termination of operating lease liabilities $ — $ — As of December 31, 2023, future minimum operating leases commitments are as follows: Calendar Years ending December 31, Amount 2024 $ 3,105 2025 2,714 2026 1,628 2027 1,505 2028 1,125 Thereafter 3,313 Total future lease payments 13,390 Less: interest expense at incremental borrowing rate (2,296) Net present value of lease liabilities $ 11,094 Other assumptions and pertinent information related to the Company’s accounting for operating leases are: Weighted average remaining lease term: 5.94 years Weighted average discount rate used to determine present value of operating lease liability: 7.25 % Cash paid for minimum annual rental obligations for the years ended December 31, 2023 and 2022, were $2,018 and $928 respectively. Variable lease payments calculated monthly as a percentage of a product and services revenue were $1,326 and $1,392 for the years ended December 31, 2023 and 2022 respectively. Rent expense for operating leases for the years ended December 31, 2023 and 2022 were $3,824 and $3,917, respectively. The Company performed assessments of its right of use lease assets for impairment for the years ended December 31, 2023 and 2022. Based upon the results of the impairment tests, the Company recorded impairment expenses of approximately $926 and $1,110 which is included in Impairment of operating lease right-of-use assets on the consolidated statement of operations and comprehensive income (loss) for the years ended December 31, 2023 and 2022 respectively. |
Long-term Notes and Convertible
Long-term Notes and Convertible Notes | 12 Months Ended |
Dec. 31, 2023 | |
Long-term Notes and Convertible Notes | |
Long-term Notes and Convertible Notes | Note 11. Long-term Notes and Convertible Notes 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 |
Stockholders' Equity and Warran
Stockholders' Equity and Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity and Warrants | |
Stockholders' Equity and Warrants | Note 12. Stockholders’ Equity and Warrants 2023 Reverse Stock Split On September 28, 2023, we effected a 1 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. The Board share repurchase program expired September 15, 2023. 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% Warrants The following table represents the activity related to the Company’s warrants during the year ended December 31, 2023: Weighted average Exercise No. of warrant exercise price price range December 31, 2022 58,605 $ 40.00 $ 34 - 42.5 Granted — $ — $ Exercised — $ — $ Expired (58,605) $ 40.00 $ 34 - 42.5 December 31, 2023 — $ — — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 13. Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy exists, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are: Level 1: Level 2: Level 3: The following table presents the placement in the fair value hierarchy of the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis as of December 31, 2023 and 2022. Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to tangible property and equipment, right-of-use assets, and other intangible assets, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. Recoverability is based on estimated undiscounted cash flows or other relevant observable/unobservable measures. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. If it is determined that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is included in Impairment of long-lived assets and Impairment of operating lease right-of-use assets on the consolidated statements of operations and comprehensive loss. Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable Balance assets (Level 1) inputs (Level 2) inputs (Level 3) As of December 31, 2023: Recurring fair value measurements Equity securities: Route1, Inc. $ 50 $ — $ 50 $ — Total equity securities 50 — 50 — Total recurring fair value measurements $ 50 $ — $ 50 $ — Nonrecurring fair value measurements Property and equipment 2,454 — — 2,454 Intangible assets 1,353 — — 1,353 Total nonrecurring fair value measurements $ 3,807 $ — $ — $ 3,807 As of December 31, 2022 Recurring fair value measurements Equity securities: Route1, Inc. $ 104 $ — $ 104 $ — Total equity securities 104 — 104 — Total recurring fair value measurements $ 104 $ — $ 104 $ — Nonrecurring fair value measurements Intangible assets 4,008 — — 4,008 Total nonrecurring fair value measurements $ 4,008 $ — $ — $ 4,008 In addition to the above, the Company’s financial instruments as of December 31, 2023 and 2022 consisted of cash and cash equivalents, receivables and accounts payable. The carrying amounts of all the aforementioned financial instruments approximate fair value because of the short-term maturities of these instruments. The fair values of the Company’s asset groups were determined using the income approach. The income approach incorporated the use of a discounted cash flow method in which the estimated future cash flows and terminal values for the Company were discounted to a present value using a discount rate. Cash flow projections are based on management’s estimates of economic and market conditions which drive key assumptions of revenue growth rates, operating margins, capital expenditures and working capital requirements. The discount rate in turn is based on the specific risk characteristics of the Company, the weighted average cost of capital and its underlying forecast. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Stock-based Compensation | |
Stock-based Compensation | Note 14. Stock-based Compensation The Company has a stock-based compensation plan available to grant stock options and RSUs to the Company’s directors, employees and consultants. 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 250,000 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, shareholders approved the amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the Plan by 375,000 shares of Common Stock to an aggregate of 625,000 shares. The Company’s previous Employee, Director and Consultant Equity Incentive Plan (the “2012 Plan”) was terminated upon receipt of shareholder approval of the 2020 Plan. 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 and RSU’s to the 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 December 31, 2023. 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 XpresSpa Net Market Cap and XpresSpa standalone Fair Value, and (ii) Direct Valuation Method developing assumptions for XpresTest Representative Forecasted Revenue for 2021 and Peer companies Revenue’s Multiples. 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, 2023. Certain named executive officers, consultants, and directors of the Company are eligible to participate in the XpresTest Plan. As of December 31, 2023, there is $96 of unrecognized stock-based compensation related to the XpresTest Plan. The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past. The following variables were used as inputs in the model: Share price of the Company’s Common Stock on the grant date: $ 4.60 - 8.20 Exercise price: $ 4.60 - 8.20 Expected volatility: 119.41 - 121.04 % Expected dividend yield: 0 % Annual average risk-free rate: 3.65 - 4.19 % Expected term: 6.32 - 6.41 years Total stock-based compensation expense for the years ended December 31, 2023 and 2022 was $2,319 and $3,770 respectively. The following tables summarize information about stock options and RSU activity during the year ended December 31, 2023: RSUs Stock options Weighted Weighted average average Exercise No. of grant date No. of exercise price RSUs fair value options price range Outstanding as of December 31, 2022 14,063 $ 13.00 241,501 $ 40.00 $ 13.00 - 49,200 Granted 16,944 5.70 148,069 7.88 4.65 - 8.00 Exercised/Vested (19,063) 10.85 — — Forfeited — — (16,699) 24.08 8.00 - 32.20 Expired — — (31,666) 38.69 8.00 - 38,160 Outstanding as of December 31, 2023 11,944 $ 6.08 341,205 $ 26.85 $ 4.60 - 49,200 Exercisable as of December 31, 2023 244,271 $ 26.65 $ 4.60 - 49,200 The following tables summarize information about stock options and RSU activity during the year ended December 31, 2022: RSUs Stock options Weighted Weighted average average Exercise No. of grant date No. of exercise price RSUs fair value options price range Outstanding as of December 31, 2021 30,000 $ 32.60 141,344 $ 51.40 $ 23.80 - 49,200 Granted 26,563 16.80 117,517 29.20 13.00 - 32.80 Exercised/Vested (42,500) 29.20 — — Forfeited — — (12,252) 31.00 28.60 - 76.40 Expired — — (5,108) 121.0 28.80 - 44,640 Outstanding as of December 31, 2022 14,063 $ 13.00 241,501 $ 40.00 $ 13.00 - 49,200 Exercisable as of December 31, 2022 103,063 $ 51.20 $ 23.80 - 49,200 The weighted average remaining contractual term for options outstanding as of December 31, 2023 and 2022 was 7.71 years and 7.83 years, respectively. As of December 31, 2023, Aggregate Intrinsic Value of Options Outstanding and Vested was $0 . As of December 31, 2022, Aggregate Intrinsic Value of Options Outstanding and Vested was Unrecognized stock-based payment cost related to non-vested stock options as of December 31, 2023 and 2022 were $1,246 and $2,506, respectively. Unrecognized stock-based payment cost related to non-vested RSUs as of December 31, 2023 and 2022 were $73 and $183, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information | |
Segment Information | Note 15. Segment Information As a result of the Company’s transition to a pure-play wellness services company, the Company currently has four reportable operating segments: XpresSpa, XpresTest, Naples Wax Center, and Treat. 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 provided diagnostic COVID-19 tests at XpresCheck Wellness Centers in airports, to airport employees and to the traveling public but has transitioned to the CDC’s bio-surveillance program. XpresTest’s HyperPointe business provides a broad range of service and support options for its customers, including technical support services and advanced services. The Treat segment is a wellness brand that provides access to wellness services for travelers at on-site centers. The Naples Wax Center segment operates three high-performing locations with core products and service offerings from face and body waxing to a range of skincare and cosmetic products. The Treat segment is a wellness brand that provides access to wellness services for travelers at on-site centers. The chief operating decision maker evaluates the operating results and performance of the Company’s segments through operating income. Expenses that can be specifically identified with a segment have been included as deductions in determining operating income. Any remaining expenses and other charges are included in Corporate and Other. The Company currently operates in two geographical regions: United States and all other countries, which include Netherlands, Turkey and United Arab Emirates. The following table represents the geographical revenue, and total long-lived asset information as of and for the years ended December 31, 2023 and 2022. There were no concentrations of geographical revenue and long-lived assets related to any single foreign country that were material to the Company’s consolidated financial statements. Long-lived assets include property and equipment, restricted cash, equity investments, security deposits, right of use lease assets and goodwill. For the years ended December 31, 2023 2022 Revenue United States $ 24,944 $ 52,250 All other countries 5,165 3,689 Total revenue $ 30,109 $ 55,939 Long-lived assets United States $ 8,169 $ 15,084 All other countries 2,669 3,710 Total long-lived assets $ 10,838 $ 18,794 The Company’s continuing operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the enterprise’s CODM in deciding how to allocate resources and in assessing performance. For the years ended December 31, 2023 2022 Revenue XpresSpa $ 19,067 $ 13,680 XpresTest 9,912 40,867 Naples Wax 686 — Treat 444 1,392 Corporate and other — — Total revenue $ 30,109 $ 55,939 For the years ended December 31, 2023 2022 Operating loss XpresSpa $ (12,951) $ (12,910) XpresTest (4,701) 1,238 Naples Wax 162 — Treat (2,315) (10,577) Corporate and other (8,401) (8,914) Total operating loss $ (28,206) $ (31,163) For the years ended December 31, 2023 2022 Depreciation & Amortization XpresSpa $ 1,443 $ 1,479 XpresTest 276 2,043 Naples Wax 36 — Treat 264 1,876 Corporate and other 46 31 Total depreciation & amortization $ 2,065 $ 5,429 For the years ended December 31, 2023 2022 Capital Expenditures XpresSpa $ 1,678 $ 2,134 XpresTest 82 775 Naples Wax — — Treat 60 3,274 Corporate and other 27 110 Total capital expenditures $ 1,847 $ 6,293 As of December 31, 2023 2022 Long-lived Assets XpresSpa $ 8,268 11,851 XpresTest 92 4,220 Naples Wax 1,371 — Treat 669 2,314 Corporate and other 438 409 Total long-lived Assets $ 10,838 $ 18,794 As of December 31, 2023 2022 Assets XpresSpa $ 18,453 $ 21,135 XpresTest 2,408 11,198 Naples Wax 2,951 — Treat 848 3,186 Corporate and other 14,333 34,907 Total assets $ 38,993 $ 70,426 Long-lived assets includes property and equipment, right of use lease assets, security deposits, equity investments, goodwill and restricted cash. The Company performed impairment assessments of long-lived assets and operating lease right-of-use asset for the years ended December 31, 2023 and 2022. Based upon the results of the impairment tests, the Company recorded impairment expenses of long-lived assets for approximately $234, $925 and $4,024 for its XpresSpa, Treat and XpresTest’s HyperPointe business segments respectively for the year ended December 31, 2023. Additionally, the Company recorded impairment expenses of lease right-of-use asset for approximately $484, and $442 for its XpresSpa and Treat segments respectively for the year ended December 31, 2023. For the year ended December 31, 2022 the Company recorded impairment expenses of long-lived assets for approximately $619, $677 and $3,373 for its XpresSpa, XpresTest and Treat segments respectively and impairment expenses of operating lease right-of-use asset for approximately $936, $38 and $136 for its XpresSpa, XpresTest and Treat segments, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Note 16. Accrued Expenses and Other Current Liabilities As of December 31, 2023, and 2022, the Company’s accrued expenses and other current liabilities were comprised of the following: December 31, 2023 December 31, 2022 Litigation accrual $ 449 $ 963 Accrued compensation 2,098 2,008 Tax-related liabilities 501 573 Common area maintenance accruals 8 160 AP Accruals 913 754 Gift certificates 509 496 Credit card processing fees 8 33 Other miscellaneous accruals 482 732 Total accrued expenses and other current liabilities $ 4,968 $ 5,719 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes. | |
Income Taxes | Note 17. Income Taxes For the years ended December 31, 2023 and 2022, the loss before income taxes consisted of the following: 2023 2022 Domestic $ (27,573) $ (32,445) Foreign (421) (129) $ (27,994) $ (32,574) Income tax expense for the years ended December 31, 2023 and 2022 consisted of the following: For the years ended December 31, 2023 2022 Current: Federal $ — $ — State 15 41 Foreign 20 14 Deferred: Federal — — $ 35 $ 55 Income tax expense differed from the amounts computed by applying the applicable United States federal income tax rate to loss from continuing operations before taxes on income as a result of the following: For the years ended December 31, 2023 2022 Loss from operations before income taxes $ (27,994) $ (32,574) Tax rate 21 % 21 % Computed “expected” tax benefit (5,879) (6,841) State taxes, net of federal income tax (expense) benefit (1,027) 706 Change in valuation allowance 9,166 7,015 Adjustment JV Basis — 339 Nondeductible expenses 212 341 Other Adjustments 2 — Return to Provision Adjustment (1,860) (94) International Rate Differential (14) — State Deferred Rate Change (87) (570) Asset Impairment Adjustment (730) (810) Other items 252 (31) Income tax expense $ 35 $ 55 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows: December 31, 2023 2022 Deferred income tax assets Net operating loss carryforwards $ 60,263 $ 51,932 Stock-based compensation 1,532 1,029 Intangible assets and other 7,629 7,298 Net deferred income tax assets 69,424 60,259 Less: Valuation allowance (69,424) (60,259) Net deferred income tax assets $ — $ — The Company assesses the need for a valuation allowance related to its deferred income tax assets by considering whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. A valuation allowance has been recorded against the Company’s deferred income tax assets, as it is in the opinion of management that it is more likely than not that the net operating loss carryforwards (“NOL”) will not be utilized in the foreseeable future. The cumulative valuation allowance as of December 31, 2023 is $69,424 which will be reduced if and when the Company determines that the deferred income tax assets are more likely than not to be realized. As of January 1, 2022 $ 53,298 Charged to cost and expenses 6,864 Return to provision true-up and other 97 As of December 31, 2022 60,259 Charged to cost and expenses 7,299 Return to provision true-up and other 1,866 As of December 31, 2023 $ 69,424 As of December 31, 2023, the Company’s estimated aggregate total NOLs were $150,926 for U.S. federal purposes, expiring 20 years from the respective tax years to which they relate, and $97,968 for U.S. federal purposes with an indefinite life due to new regulations in the Tax Cuts and Jobs Act of 2017. The NOL amounts are presented before Internal Revenue Code, Section 382 limitations (“Section 382”). The Tax Reform Act of 1986 imposed substantial restrictions on the utilization of NOL and tax credits in the event of an ownership change of a corporation. Thus, the Company’s ability to utilize all such NOL and credit carryforwards may be limited. The Coronavirus Aid, Relief, and Economic Security Act or “CARES Act” was enacted subsequent to the December 31, 2019 period, on March 27, 2020. The CARES act provided for favorable business provisions. However, the Company does not anticipate the income tax provision changes to materially benefit the Company. The Company files its tax returns in the U.S. federal jurisdiction, as well as in various state and local jurisdictions. The company is not currently under audit in any taxing jurisdictions. The federal statute of limitations for audit consideration is 3 years from the filing date, and generally states implement a statute of limitations between 3 and 5 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 18. 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 $449 and $963 as of December 31, 2023 and December 31, 2022 respectively, which is included in Accrued expenses and other current liabilities The Company expenses legal fees in the period in which they are incurred. 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 In addition to those matters specifically set forth herein, the Company and its subsidiaries are involved in various other claims and legal actions that arise in the ordinary course of business. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s financial position, results of operations, liquidity, or capital resources. However, a significant increase in the number of these claims, or one or more successful claims under which the Company incurs greater liabilities than the Company currently anticipates, could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. In the event that an action is brought against the Company or one of its subsidiaries, the Company will investigate the allegation and vigorously defend itself. Leases XpresSpa is contingently liable to a surety company under certain general indemnity agreements required by various airports relating to its lease agreements. XpresSpa agrees to indemnify the surety for any payments made on contracts of suretyship, guaranty, or indemnity. The Company believes that all contingent liabilities will be satisfied by its performance under the specified lease agreements. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2023 | |
Restatement of Previously Issued Financial Statements | |
Restatement of Previously Issued Financial Statements | Note 19. Restatement of Previously Issued Financial Statements (Unaudited) In connection with the preparation of the Company’s annual 10-K for the year ended December 31, 2023, the Company concluded that in the prior quarter it had not appropriately accounted for the impairment of long-lived assets. These errors led to an understatement of impairment expenses and an overstatement of long-lived assets during the impacted periods. The Company’s management and in agreement with the audit committee have determined that the previously issued unaudited financial statements for the three and nine-month period ended September 30, 2023 “the Affected period” should no longer be relied upon due to this error and require restatement. The financial effect of this error from previously reported information for the quarter ended September 30, 2023, resulted in an increase in net loss of $1,613, primarily as a result of additional impairment expense The following presents a reconciliation of the impacted financial statements as filed to the restated amounts as of September 30, 2023. The previously reported amounts reflect those included in the filing of the Company’s Quarterly Report on Form 10-Q as of and for the period ended September 30, 2023, filed with the SEC on November 14, 2023. The amounts labelled as “Restated” represent the effects of this restatement due to additional impairment expense on the Company’s Treat segment right-of-use and fixed assets. Restatement As Filed Adjustments As restated September 30, September 30, September 30, 2023 2023 2023 (unaudited) (unaudited) (unaudited) Current assets Cash and cash equivalents $ 4,827 $ — $ 4,827 Marketable Securities 21,311 — 21,311 Accounts receivable 1,193 — 1,193 Inventory 968 — 968 Other current assets 1,663 — 1,663 Total current assets 29,962 — 29,962 Restricted cash 751 — 751 Property and equipment, net 3,801 (1,096) 2,705 Intangible assets, net 2,174 — 2,174 Operating lease right of use assets, net 6,075 (517) 5,558 Other assets 1,787 — 1,787 Total assets $ 44,550 $ (1,613) $ 42,937 Current liabilities Accounts payable $ 1,511 $ — $ 1,511 Accrued expenses and other current liabilities 4,198 — 4,198 Current portion of operating lease liabilities 2,375 — 2,375 Deferred revenue 73 — 73 Total current liabilities 8,157 — 8,157 Long-term liabilities Operating lease liabilities 9,123 — 9,123 Total liabilities 17,280 — 17,280 Commitments and contingencies (see Note 13) Equity Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 4,174,381 and 4,161,613 shares issued outstanding 42 — 42 Additional paid-in capital 470,270 — 470,270 Accumulated deficit (449,269) (1,613) (450,882) Accumulated other comprehensive loss (1,642) — (1,642) Total equity attributable to XWELL, Inc. 19,401 (1,613) 17,788 Noncontrolling interests 7,869 — 7,869 Total equity 27,270 (1,613) 25,657 Total liabilities and equity $ 44,550 $ (1,613) $ 42,937 Restatement Restatement As Filed Adjustments As Restated As Filed Adjustments As Restated Three months Three months Three months Nine months Nine months Nine months ended ended ended ended ended ended September 30, September 30, September 30, September 30 September 30 September 30 2023 2023 2023 2023 2023 2023 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue, net Patient services revenue $ — $ — $ — $ 148 $ — $ 148 Services 6,709 — 6,709 20,485 — 20,485 Products 747 — 747 2,044 — 2,044 Other 12 — 12 29 — 29 Total revenue, net 7,468 — 7,468 22,706 — 22,706 Cost of sales Labor 4,462 — 4,462 13,609 — 13,609 Occupancy 1,063 — 1,063 3,237 — 3,237 Products and other operating costs 852 — 852 3,057 — 3,057 Total cost of sales 6,377 — 6,377 19,903 — 19,903 Gross Profit 1,091 — 1,091 2,803 — 2,803 Depreciation and amortization 590 — 590 1,770 — 1,770 Impairment of long-lived assets 6,782 1,096 7,878 6,782 1,096 7,878 Impairment of operating lease right-of-use assets — 517 517 — 517 517 Loss on disposal of assets 16 — 16 34 — 34 Advertising and promotion expense 313 — 313 628 — 628 IT/Hosting services 273 — 273 1,186 — 1,186 Other general and administrative expenses 3,593 — 3,593 13,891 — 13,891 Total operating expenses 11,567 1,613 13,180 24,291 1,613 25,904 Operating loss (10,476) (1,613) (12,089) (21,488) (1,613) (23,101) Interest income, net 105 — 105 334 — 334 Foreign exchange remeasurement gain/(loss) 366 — 366 (690) — (690) Gain on Securities, realized and unrealized 225 — 225 703 — 703 Other non-operating expense, net (198) — (198) (345) — (345) Loss before income taxes (9,978) (1,613) (11,591) (21,486) (1,613) (23,099) Income tax expense — — — — — — Net loss (9,978) (1,613) (11,591) (21,486) (1,613) (23,099) Net (income) loss attributable to noncontrolling interests 60 — 60 329 — 329 Net loss attributable to XWELL, Inc. $ (9,918) $ (1,613) $ (11,531) $ (21,157) $ (1,613) $ (22,770) Net loss $ (9,978) $ (1,613) $ (11,591) $ (21,486) $ (1,613) $ (23,099) Other comprehensive loss (514) — (514) (1,108) — (1,108) Comprehensive loss from continuing operations (10,492) (1,613) (12,105) (22,594) (1,613) (24,207) Comprehensive loss $ (10,492) $ (1,613) $ (12,105) $ (22,594) $ (1,613) $ (24,207) Loss per share Basic and diluted loss per share* $ (2.38) $ (0.39) $ (2.76) $ (5.07) $ (0.39) $ (5.46) Weighted-average number of shares outstanding during the period Basic and diluted* 4,173,894 4,173,894 4,173,894 4,170,629 4,170,629 4,170,629 Diluted 4,173,894 4,173,894 4,173,894 4,170,629 4,170,629 4,170,629 * Adjusted to reflect the impact of the 1 Accumulated Additional other Total Non- Common stock Treasury Stock paid- Accumulated comprehensive Company controlling Total Shares* Amount Shares* Amount in capital deficit loss equity interests equity December 31, 2022 4,161,613 $ 42 — — $ 468,530 $ (428,112) $ (534) $ 39,926 $ 8,023 $ 47,949 Issuance of restricted stock units 6,015 — — — — — — — — — Value of shares withheld to fund payroll taxes — — — — (22) — — (22) — (22) Stock-based compensation — — — — 589 — — 589 23 612 Net loss for the period — — — — — (5,509) — (5,509) (320) (5,829) Foreign currency translation — — — — — — (130) (130) 11 (119) March 31, 2023 4,167,628 $ 42 — $ — $ 469,097 $ (433,621) $ (664) $ 34,854 $ 7,737 $ 42,591 Issuance of restricted stock units 3,297 — — — — — — — — — Stock-based compensation — — — — 603 — — 603 23 626 Distributions to noncontrolling interests — — — — — — — — (120) (120) Foreign currency translation — — — — — — (464) (464) 46 (418) Net loss for the period — — — — — (5,730) — (5,730) 51 (5,679) June 30, 2023 4,170,925 $ 42 — $ — $ 469,700 $ (439,351) $ (1,128) $ 29,263 $ 7,737 $ 37,000 Issuance of restricted stock units 3,456 — — — — — — — — — Stock-based compensation — — — — 567 — — 567 24 591 Grant of stock for services — — — — 3 — — 3 — 3 Contributions from noncontrolling interests — — — — — — — — 150 150 Foreign currency translation — — — — — — (514) (514) 18 (496) Net loss for the period — — — — — (9,918) — (9,918) (60) (9,978) September 30, 2023 as filed 4,174,381 $ 42 — $ — $ 470,270 $ (449,269) $ (1,642) $ 19,401 $ 7,869 $ 27,270 Restatement — — — — — (1,613) — (1,613) — (1,613) September 30, 2023 as restated 4,174,381 $ 42 — $ — $ 470,270 $ (450,882) $ (1,642) $ 17,788 $ 7,869 $ 25,657 * Adjusted to reflect the impact of the 1 Restatement As Filed Adjustments As Restated September 30 September 30 September 30 2023 2023 2023 (unaudited) (unaudited) (unaudited) Cash flows from operating activities Net loss $ (21,486) $ (1,613) $ (23,099) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,770 — 1,770 Impairment of long lived assets 6,782 1,613 8,395 Foreign currency remeasurement loss 690 — 690 Loss on disposal of assets 34 — 34 Gain on lease termination (821) — (821) Unrealized gain on marketable securities (668) — (668) Amortization of operating lease right of use asset 1,163 — 1,163 Stock-based compensation 1,832 — 1,832 Loss on equity investment 53 — 53 Changes in assets and liabilities: Decrease in inventory 192 — 192 Decrease (increase) in accounts receivable 1,665 — 1,665 Increase in other assets, current and non-current (336) — (336) Increase in deferred revenue (266) — (266) Increase in other liabilities, current and non-current (3,226) — (3,226) Decrease in accounts payable (251) — (251) Net cash used in operating activities (12,873) — (12,873) Cash flows from investing activities Acquisition of property and equipment (1,639) — (1,639) Investment in marketable securities (1,991) — (1,991) Sale of marketable securities 4,500 — 4,500 Acquisition of Naples Wax (1,574) — (1,574) Acquisition of intangibles (468) — (468) Net cash used in investing activities (1,172) — (1,172) Cash flows from financing activities Contributions from noncontrolling interests 150 — 150 Payments for shares withheld on vesting (22) — (22) Distributions to noncontrolling interests (120) — (120) Net cash provided by (used in) financing activities 8 — 8 Effect of exchange rate changes on cash, cash equivalents and restricted cash (174) — (174) Decrease in cash, cash equivalents and restricted cash (14,211) — (14,211) Cash, cash equivalents, and restricted cash at beginning of the period 19,789 — 19,789 Cash, cash equivalents, and restricted cash at end of the period $ 5,578 $ — $ 5,578 Cash paid for Income taxes $ 142 $ — $ 142 Non-cash investing and financing transactions Capital expenditures included in Accounts payable, accrued expenses and other current liabilities $ 197 $ — $ 197 |
Accounting and Reporting Poli_2
Accounting and Reporting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting and Reporting Policies | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company, all entities that are wholly owned by the Company, and all entities in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s long-lived assets, intangibles assets, the useful lives of the Company’s intangible assets, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies. |
Translation into United States dollars | Translation into United States dollars The Company conducts certain transactions in foreign currencies, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are deemed non-operating income in the consolidated statements of operations and comprehensive loss. During 2023 and 2022, the Company recorded $738 and $664, respectively, in exchange losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies. Accounts of the foreign subsidiaries of XpresSpa are translated into United States dollars. Assets and liabilities have been translated primarily at year end exchange rates and revenues and expenses have been translated at average monthly rates for the year. The translation adjustments arising from the use of different exchange rates are included as foreign currency translation within the consolidated statements of operations and comprehensive income (loss) and consolidated statements of changes in stockholders’ equity. |
Cash and cash equivalents | Cash and cash equivalents The Company maintains cash in checking and money market accounts with financial institutions. The Company has established guidelines relating to diversification and maturities of its investments in order to minimize credit risk and maintain high liquidity of funds. The Company considers all highly liquid investments purchased with an original maturity of three months or less from the time they are acquired to be cash equivalents. The Company had $4,025 of such investments as of December 31, 2023 and $1,885 as of December 31, 2022. |
Accounts Receivables | Accounts Receivables Accounts receivables are reported at their outstanding unpaid principal balances, net of allowances for credit loss. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides for an allowance for credit loss based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. The Company writes off accounts receivable against the allowance for credit loss when a balance is determined to be uncollectible. During the year ended December 31, 2023 and 2022, the Company did not write off any accounts receivable. The Company did not record an allowance for credit loss for the year ended December 31, 2023 and December 31, 2022, respectively. |
Inventory | Inventory All inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method. |
Intangible assets | Intangible assets Intangible assets include customer relationships, trade names, and technology, which were primarily acquired as part of the acquisition of XpresSpa in December 2016, HyperPointe in 2022 and Naples Wax Center in 2023 and were recorded based on the estimated fair value in purchase price allocation. In addition, intangible assets include software and website development costs that were capitalized as part of the Company’s development of a mobile application and website for the Treat brand. The Company accounts for these costs in accordance with ASC 350-40, Internal-Use Software. The intangible assets are amortized over their estimated useful lives, which are periodically evaluated for reasonableness. The Company’s intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value is then compared to the carrying value and an impairment charge is recognized by the amount in which the carrying value exceeds the fair value of the asset. In assessing the recoverability of the Company’s intangible assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. During the years ended December 31, 2023 and 2022, the Company recognized impairment of $2,768 and $110 respectively. The Company also impaired intangible assets pertaining to its Treat and XpresTest segments. |
Property and Equipment | Property and Equipment Property and equipment are recorded at historical cost and primarily consists of leasehold improvements, furniture and fixtures, and other operating equipment. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the lesser of the lease term or economic useful life. Maintenance and repairs are charged to expense, and renovations or improvements that extend the service lives of the Company’s assets are capitalized over the lesser of the extension period or life of the improvement. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets are tested for impairment at the lowest level at which there are identifiable operating cash flows, which is at the individual airport location for the XpresSpa and XpresTest businesses. The Company’s long-lived assets consist primarily of leasehold improvements and right to use lease assets for each of its airport locations (considered the asset group). The Company reviews its long-lived assets for recoverability yearly or sooner if events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable. If indicators are present, the Company performs a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset group in question to its carrying amount. An impairment loss is recognized if it is determined that the long-lived asset group is not recoverable and is calculated based on the excess of the carrying amount of the long-lived asset group over the long-lived asset groups fair value. The Company estimates the fair value of long-lived assets using present value income approach. Future cash flow was calculated based on forecasts over the estimated remaining useful life of the asset group, which for each of the Company’s airport locations, is the remaining term of the operating lease. The Company completed an assessment of its property and equipment and operating lease right of use assets for impairment as of December 31, 2023 and 2022. Based upon the results of the impairment test, the Company recorded an impairment expense related to property and equipment of $1,159 and $4,559 as of December 31, 2023 and 2022, respectively. Additionally, the Company recorded an impairment expense related to operating lease right of use assets and $926, and $1,110 as of December 31, 2023 and 2022, respectively. Both impairment charges are recorded on the consolidated statements of operations and comprehensive loss. The expense was primarily related to the impairment of leasehold improvements made to the Company’s Treat and Spa locations and its operating lease right of use assets where |
Leases | Leases The right of use asset (“ROU”) on the Company’s consolidated balance sheet represents a lessee’s right to use an asset over the life of a lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received. The amortization period for the right of use asset is from the lease commencement date to the earlier of the end of the lease term or the end of the useful life of the asset. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected to exclude all short-term leases (i.e, leases with term of 12 months or less) from recognition on the balance sheet. The Company’s lease liabilities are determined by calculating the present value of all future lease payments using the rate implicit in the lease if it can be readily determined, or the lessee’s incremental borrowing rate. The Company uses its incremental borrowing rate at the inception of the lease to determine the present value of future lease payments as the rate implicit in its leases could not be readily determined. Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based on a percentage of sales that are in excess of a predetermined level, an increase based on a change in the consumer price index or fair market value. These amounts are excluded from the calculation of the right of use asset and lease liability under ASC 842. Minimum rent under these leases is included in the determination of rent expense when it is probable that the expense has been incurred and the amount can be reasonably estimated. |
Restricted cash | Restricted cash Restricted cash, which is listed as a separate line item in the consolidated balance sheets, represents balances at financial institutions to secure bonds and letters of credit as required by the Company’s various lease agreements. |
Equity investments | Equity investments Equity investments are carried at fair value with the changes in fair value recorded in the consolidated statement of operations and other comprehensive income (loss) in accordance with ASU 2016-01. The Company will perform a qualitative assessment on an annual basis and recognize impairment if there are sufficient indicators that the fair value of the investment is less than the carrying value. As of the year ended December 31, 2023, there were no indicators of impairment. |
Revenue recognition | Revenue recognition XpresSpa, Treat and Naples Wax Center The Company recognizes revenue from the sale of products and services when the services are rendered at XpresSpa, Treat, and Naples Wax Centers locations 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 e-commerce business are recorded at the time goods are shipped. XpresTest During the third quarter of 2022, XpresTest, in partnership with Ginkgo BioWorks in continuation of their support to the CDC’s traveler-based SARS-CoV-2 genomic surveillance program was 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 $6,674 for the sample collection (passenger and aircraft wastewater) and $370 for the traveler enrollment initiatives, which represents the amount of consideration that we are 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. We recognized the revenue for the traveler enrollment initiative performance obligation in the second quarter of 2023. The Company recognizes revenue ratably (straight line basis) over the term of the contract (one year). The Company recorded $7,521 and $2,617, in revenue for the years ended December 31, 2023 and 2022, respectively, related to sample collection performance obligations because the Company’s efforts towards satisfying each of the performance obligations are expended evenly throughout the period of performance. HyperPointe The Company’s HyperPointe business provides broad range of service and support options for HyperPointe’s customers, including technical support services and advanced services. Technical support services represent the majority of these offerings which are distinct performance obligations that are satisfied over time with revenue recognized ratably over the contract term. Advanced services are distinct performance obligations that are satisfied over time with revenue recognized as services are delivered. Revenue billed in advance are treated as deferred revenue which was $72 and $322 as of December 31, 2023 and 2022, respectively. The Company excludes all sales taxes assessed to our customers from revenue. Sales taxes assessed on revenues are included in Accrued expenses and other current liabilities |
Gift cards, customer rewards and prepaid packages | Gift cards, customer rewards and prepaid packages XWELL offers no-fee, non-expiring gift cards to its customers. No revenue is recognized upon issuance of a gift card and a liability is established for the gift card’s cash value. The liability is relieved, and revenue is recognized upon redemption by the customer. As the gift cards have no expiration date, there is no provision for the reduction in the value of unused card balances. In addition, XWELL maintains a rewards program in which customers earn loyalty points, which can be redeemed for future services. Loyalty points are rewarded upon joining the loyalty program, for customer birthdays, and based upon customer spending. When a customer redeems loyalty points, the Company recognizes revenue for the redeemed cash value and reduces the related loyalty program liability. In 2023 the Company adopted a formal expiration policy whereby any loyalty members with inactivity for an 18-month period will forfeit any unused loyalty rewards. The costs associated with gift cards and reward points are accrued as the rewards are earned by the cardholder and are included in Accrued expenses and other current liabilities Naples Wax Center offers prepaid wax packages that are either unlimited for one year or a set number of services. When the packages are purchased, the sales are recorded as deferred revenue. As services related to prepaid packages are used, revenue is recognized as income. The deferred revenue as of September 12, 2023, when Naples Wax Center was acquired was $811 and for the year ended December 31, 2023 deferred revenue was $778. |
Segment reporting | Segment reporting ASC 280, Segment Reporting There are currently no intersegment revenues. Asset information by operating segment is presented below since the chief operating decision maker reviews this information by segment. The reporting segments follow the same accounting policies used in the preparation of the Company’s audited consolidated financial statements. |
Pre-opening costs | Pre-opening costs Pre-opening and start-up activity costs, which include rent and occupancy, supplies, advertising, and other direct expenses incurred prior to the opening of a new store, are expensed in the period in which they are incurred. |
Cost of sales | Cost of sales Cost of sales consists of location operating costs. These costs include all costs that are directly attributable to the location’s operations and include: ● payroll and related benefits for the location’s operations and management; ● rent, percentage rent and occupancy costs; ● the cost of merchandise and testing supplies; ● freight, shipping and handling costs; ● production costs; ● inventory shortage and valuation adjustments; and ● costs associated with sourcing operations. |
Stock-based compensation | Stock-based compensation Stock-based compensation is recognized as an expense in the consolidated statements of operations and comprehensive loss and such cost is measured at the grant-date fair value of the equity-settled award. The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The fair value of Restricted Stock Units (“RSUs”) is calculated as of the date of grant using the grant date closing share price multiplied by the number of RSUs granted. The expense is recognized on a straight-line basis, over the requisite service period. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past. Expected volatility is estimated based on a weighted average historical volatility of the Company. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve as of the date of grant. The Company recognizes forfeitures as they occur. The Company issues new stock to deliver shares under its Equity Plan. |
Income taxes | Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not more likely than not to be realized. Tax benefits related to excess deductions on stock-based compensation arrangements are recognized when they reduce taxes payable. In assessing the need for a valuation allowance, the Company looks at cumulative losses in recent years, estimates of future taxable earnings, feasibility of tax planning strategies, the ability to realize tax benefit carryforwards, and other relevant information. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable earnings. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict. In the event that actual results differ from these estimates in future periods, the Company will be required to adjust the valuation allowance. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company had no uncertain tax positions as of December 31, 2023 and 2022. |
Noncontrolling interests | Noncontrolling interests Noncontrolling interests represent the noncontrolling holders’ percentage share of earnings or losses from; i) the subsidiaries, in which the Company holds a majority, but less than 100%, ownership interest, ii) Variable Interest Entities, where the Company is a primary beneficiary (See sub note Variable Interest Entities |
Net income/(loss) per common share | Net income/(loss) per common share Basic net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders for the period by the weighted-average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed by dividing the net loss attributable to the Company for the period by the weighted-average number of shares of Common Stock plus dilutive potential Common Stock considered outstanding during the period. |
Commitments and contingencies | Commitments and contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Legal costs expected to be incurred in connection with a loss contingency are expensed as incurred. |
Variable Interest Entities | 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. As of the year ended December 31, 2023, there were no VIE’s remaining. |
Business Combinations | Business Combinations The Company uses 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. Estimates in valuing certain of the intangible assets the Company has acquired include future expected cash flows, and discount rates. |
Goodwill | Goodwill 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. During the quarter ended September 30, 2023, the Company identified a triggering event, related to the Goodwill associated with XpresTest’s HyperPointe business, and as a result recognized an impairment charge of $4,024 , which is in the Goodwill impairment on the consolidated statements of operations and comprehensive loss. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising expenses amounted to approximately $696 and $4,645 for the years ended December 31, 2023 and 2022, respectively. |
Fair value measurements | Fair value measurements The Company measures fair value in accordance with ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received by selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 Level 2 Level 3 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
Reclassification | Reclassification Certain balances in the 2022 consolidated financial statements have been reclassified to conform to the presentation in the 2023 consolidated financial statements, primarily the separate classification and presentation of general and administrative, salaries and benefits, impairments and loss on disposal of assets. Such reclassifications did not have a material impact on the consolidated financial statements. |
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 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 consolidated financial statements. ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires contract assets and contract liabilities acquired in a business acquisition to be recognized and measured in accordance with ASC Topic 606, Revenues from Contracts with Customers, which the Company generally expects will result in the recognition and measurement of contract assets and contract liabilities in a manner that is consistent with the acquiree. For the Company, the amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating segment expense disclosures related to its annual report for fiscal year 2024. ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating income tax disclosures related to its annual report for fiscal year 2025. |
Net earnings_(loss) per Share_2
Net earnings/(loss) per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net earnings/(loss) per Share of Common Stock | |
Schedule of computation of basic and diluted (losses)/net earnings per common share | Year ended December 31, 2023 2022 Basic numerator: Net loss attributable to common shareholders $ (27,741) $ (32,837) Basic denominator: Basic weighted average shares outstanding 4,175,220 4,682,767 Basic loss per share $ (6.64) $ (7.01) Net loss per share data presented above excludes from the calculation of diluted net loss, 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 341,205 241,501 Unvested RSUs to issue an equal number of shares of Common Stock 11,944 14,063 Warrants to purchase an equal number of shares of Common Stock — 58,605 Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders 353,149 314,169 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash, Cash Equivalents, and Restricted Cash | |
Schedule of cash, cash equivalents, and restricted cash | December 31, 2023 December 31, 2022 Cash denominated in United States dollars $ 5,726 $ 16,344 Cash denominated in currency other than United States dollars 2,395 2,562 Restricted cash 751 751 Credit and debit card receivables 316 132 Total cash, cash equivalents and restricted cash $ 9,188 $ 19,789 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets | |
Schedule of other current assets | December 31, 2023 December 31, 2022 Prepaid expenses $ 894 $ 1,074 Other 55 48 Total other current assets $ 949 $ 1,122 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Schedule of property and equipment | December 31, 2023 2022 Useful Life Leasehold improvements $ 5,848 $ 8,692 Average 5-8 years Furniture and fixtures 821 1,214 3-4 years Other operating equipment 680 760 Maximum 5 years 7,349 10,666 Accumulated depreciation (4,895) (7,000) Total property and equipment, net $ 2,454 $ 3,666 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets | |
Schedule of other assets | December 31, 2023 December 31, 2022 Equity investments $ 50 $ 104 Lease deposits 1,556 1,973 Other 236 292 Other assets $ 1,842 $ 2,369 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets | |
Schedule of company's intangible assets | December 31, 2023 December 31, 2022 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Trade names $ 200 $ (6) $ 194 $ 302 $ (24) $ 278 Customer relationships 1,012 (341) 671 1,510 (542) 968 Software 2,593 (2,120) 473 4,485 (1,761) 2,724 Licenses 35 (20) 15 55 (17) 38 Total intangible assets $ 3,840 $ (2,487) $ 1,353 $ 6,352 $ (2,344) $ 4,008 |
Schedule of estimated amortization expense | Calendar Years ending December 31, Amount 2024 $ 316 2025 310 2026 229 2027 122 2028 122 Thereafter 254 Total $ 1,353 |
Acquisition of Naples Wax, LLC
Acquisition of Naples Wax, LLC (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | Consideration paid $ 1,624 Fair value of assets acquired and liabilities assumed Cash and cash equivalents $ 180 Prepaid expenses and other assets 13 Customer relationships 700 Trade name 200 Deferred revenue (811) Accounts payable (25) Accrued expenses and other liabilities (4) Total fair value of assets acquired and liabilities assumed 253 Goodwill $ 1,371 |
Naples Wax LLC | Customer relationships | |
Business Acquisition [Line Items] | |
Schedule of significant assumptions utilized in valuation of intangible assets | Customer relationships Attrition Rate 15.00 % Existing Customer Growth 75.00 % Business Development Expense for New Customers 5.70 % Customer relationships Discount Rate 31.00 % Estimated Remaining Economic Life (Years) (approx.) 7 yrs |
Naples Wax LLC | Trade names | |
Business Acquisition [Line Items] | |
Schedule of significant assumptions utilized in valuation of intangible assets | % of Revenue Attributable to Trade Name 100.00 % Royalty Rate 2.00 % Trade Name Discount Rate 31.00 % Remaining Economic Life (Years) 9 yrs |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of supplemental cash flow information related to leases | Year ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (3,483) $ (4,092) Leased assets obtained in exchange for new and modified operating lease liabilities $ 174 $ 6,891 Leased assets surrendered in exchange for termination of operating lease liabilities $ — $ — |
Schedule of future minimum commitments | Calendar Years ending December 31, Amount 2024 $ 3,105 2025 2,714 2026 1,628 2027 1,505 2028 1,125 Thereafter 3,313 Total future lease payments 13,390 Less: interest expense at incremental borrowing rate (2,296) Net present value of lease liabilities $ 11,094 |
Schedule of other assumptions and pertinent information | Weighted average remaining lease term: 5.94 years Weighted average discount rate used to determine present value of operating lease liability: 7.25 % |
Stockholders' Equity and Warr_2
Stockholders' Equity and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity and Warrants | |
Schedule of information about all warrant activity | Weighted average Exercise No. of warrant exercise price price range December 31, 2022 58,605 $ 40.00 $ 34 - 42.5 Granted — $ — $ Exercised — $ — $ Expired (58,605) $ 40.00 $ 34 - 42.5 December 31, 2023 — $ — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Schedule of asset and liabilities measured at fair value on recurring and nonrecurring basis | Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable Balance assets (Level 1) inputs (Level 2) inputs (Level 3) As of December 31, 2023: Recurring fair value measurements Equity securities: Route1, Inc. $ 50 $ — $ 50 $ — Total equity securities 50 — 50 — Total recurring fair value measurements $ 50 $ — $ 50 $ — Nonrecurring fair value measurements Property and equipment 2,454 — — 2,454 Intangible assets 1,353 — — 1,353 Total nonrecurring fair value measurements $ 3,807 $ — $ — $ 3,807 As of December 31, 2022 Recurring fair value measurements Equity securities: Route1, Inc. $ 104 $ — $ 104 $ — Total equity securities 104 — 104 — Total recurring fair value measurements $ 104 $ — $ 104 $ — Nonrecurring fair value measurements Intangible assets 4,008 — — 4,008 Total nonrecurring fair value measurements $ 4,008 $ — $ — $ 4,008 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stock-based Compensation | |
Schedule of fair value of stock options estimated | Share price of the Company’s Common Stock on the grant date: $ 4.60 - 8.20 Exercise price: $ 4.60 - 8.20 Expected volatility: 119.41 - 121.04 % Expected dividend yield: 0 % Annual average risk-free rate: 3.65 - 4.19 % Expected term: 6.32 - 6.41 years |
Stock options and restricted stock units activity | The following tables summarize information about stock options and RSU activity during the year ended December 31, 2023: RSUs Stock options Weighted Weighted average average Exercise No. of grant date No. of exercise price RSUs fair value options price range Outstanding as of December 31, 2022 14,063 $ 13.00 241,501 $ 40.00 $ 13.00 - 49,200 Granted 16,944 5.70 148,069 7.88 4.65 - 8.00 Exercised/Vested (19,063) 10.85 — — Forfeited — — (16,699) 24.08 8.00 - 32.20 Expired — — (31,666) 38.69 8.00 - 38,160 Outstanding as of December 31, 2023 11,944 $ 6.08 341,205 $ 26.85 $ 4.60 - 49,200 Exercisable as of December 31, 2023 244,271 $ 26.65 $ 4.60 - 49,200 The following tables summarize information about stock options and RSU activity during the year ended December 31, 2022: RSUs Stock options Weighted Weighted average average Exercise No. of grant date No. of exercise price RSUs fair value options price range Outstanding as of December 31, 2021 30,000 $ 32.60 141,344 $ 51.40 $ 23.80 - 49,200 Granted 26,563 16.80 117,517 29.20 13.00 - 32.80 Exercised/Vested (42,500) 29.20 — — Forfeited — — (12,252) 31.00 28.60 - 76.40 Expired — — (5,108) 121.0 28.80 - 44,640 Outstanding as of December 31, 2022 14,063 $ 13.00 241,501 $ 40.00 $ 13.00 - 49,200 Exercisable as of December 31, 2022 103,063 $ 51.20 $ 23.80 - 49,200 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information | |
Schedule of revenue from external customers and long-lived assets, by geographical areas | For the years ended December 31, 2023 2022 Revenue United States $ 24,944 $ 52,250 All other countries 5,165 3,689 Total revenue $ 30,109 $ 55,939 Long-lived assets United States $ 8,169 $ 15,084 All other countries 2,669 3,710 Total long-lived assets $ 10,838 $ 18,794 |
Schedule of segment reporting information, by segment | For the years ended December 31, 2023 2022 Revenue XpresSpa $ 19,067 $ 13,680 XpresTest 9,912 40,867 Naples Wax 686 — Treat 444 1,392 Corporate and other — — Total revenue $ 30,109 $ 55,939 For the years ended December 31, 2023 2022 Operating loss XpresSpa $ (12,951) $ (12,910) XpresTest (4,701) 1,238 Naples Wax 162 — Treat (2,315) (10,577) Corporate and other (8,401) (8,914) Total operating loss $ (28,206) $ (31,163) For the years ended December 31, 2023 2022 Depreciation & Amortization XpresSpa $ 1,443 $ 1,479 XpresTest 276 2,043 Naples Wax 36 — Treat 264 1,876 Corporate and other 46 31 Total depreciation & amortization $ 2,065 $ 5,429 For the years ended December 31, 2023 2022 Capital Expenditures XpresSpa $ 1,678 $ 2,134 XpresTest 82 775 Naples Wax — — Treat 60 3,274 Corporate and other 27 110 Total capital expenditures $ 1,847 $ 6,293 As of December 31, 2023 2022 Long-lived Assets XpresSpa $ 8,268 11,851 XpresTest 92 4,220 Naples Wax 1,371 — Treat 669 2,314 Corporate and other 438 409 Total long-lived Assets $ 10,838 $ 18,794 As of December 31, 2023 2022 Assets XpresSpa $ 18,453 $ 21,135 XpresTest 2,408 11,198 Naples Wax 2,951 — Treat 848 3,186 Corporate and other 14,333 34,907 Total assets $ 38,993 $ 70,426 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | December 31, 2023 December 31, 2022 Litigation accrual $ 449 $ 963 Accrued compensation 2,098 2,008 Tax-related liabilities 501 573 Common area maintenance accruals 8 160 AP Accruals 913 754 Gift certificates 509 496 Credit card processing fees 8 33 Other miscellaneous accruals 482 732 Total accrued expenses and other current liabilities $ 4,968 $ 5,719 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes. | |
Schedule of loss before income taxes, domestic and foreign | 2023 2022 Domestic $ (27,573) $ (32,445) Foreign (421) (129) $ (27,994) $ (32,574) |
Schedule of components of income tax expense (benefit) | For the years ended December 31, 2023 2022 Current: Federal $ — $ — State 15 41 Foreign 20 14 Deferred: Federal — — $ 35 $ 55 |
Schedule of effective income tax rate reconciliation | For the years ended December 31, 2023 2022 Loss from operations before income taxes $ (27,994) $ (32,574) Tax rate 21 % 21 % Computed “expected” tax benefit (5,879) (6,841) State taxes, net of federal income tax (expense) benefit (1,027) 706 Change in valuation allowance 9,166 7,015 Adjustment JV Basis — 339 Nondeductible expenses 212 341 Other Adjustments 2 — Return to Provision Adjustment (1,860) (94) International Rate Differential (14) — State Deferred Rate Change (87) (570) Asset Impairment Adjustment (730) (810) Other items 252 (31) Income tax expense $ 35 $ 55 |
Schedule of deferred tax assets and liabilities | December 31, 2023 2022 Deferred income tax assets Net operating loss carryforwards $ 60,263 $ 51,932 Stock-based compensation 1,532 1,029 Intangible assets and other 7,629 7,298 Net deferred income tax assets 69,424 60,259 Less: Valuation allowance (69,424) (60,259) Net deferred income tax assets $ — $ — |
Summary of valuation allowance | As of January 1, 2022 $ 53,298 Charged to cost and expenses 6,864 Return to provision true-up and other 97 As of December 31, 2022 60,259 Charged to cost and expenses 7,299 Return to provision true-up and other 1,866 As of December 31, 2023 $ 69,424 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restatement of Previously Issued Financial Statements | |
Schedule of reconciliation of the impacted financial statements | Restatement As Filed Adjustments As restated September 30, September 30, September 30, 2023 2023 2023 (unaudited) (unaudited) (unaudited) Current assets Cash and cash equivalents $ 4,827 $ — $ 4,827 Marketable Securities 21,311 — 21,311 Accounts receivable 1,193 — 1,193 Inventory 968 — 968 Other current assets 1,663 — 1,663 Total current assets 29,962 — 29,962 Restricted cash 751 — 751 Property and equipment, net 3,801 (1,096) 2,705 Intangible assets, net 2,174 — 2,174 Operating lease right of use assets, net 6,075 (517) 5,558 Other assets 1,787 — 1,787 Total assets $ 44,550 $ (1,613) $ 42,937 Current liabilities Accounts payable $ 1,511 $ — $ 1,511 Accrued expenses and other current liabilities 4,198 — 4,198 Current portion of operating lease liabilities 2,375 — 2,375 Deferred revenue 73 — 73 Total current liabilities 8,157 — 8,157 Long-term liabilities Operating lease liabilities 9,123 — 9,123 Total liabilities 17,280 — 17,280 Commitments and contingencies (see Note 13) Equity Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 4,174,381 and 4,161,613 shares issued outstanding 42 — 42 Additional paid-in capital 470,270 — 470,270 Accumulated deficit (449,269) (1,613) (450,882) Accumulated other comprehensive loss (1,642) — (1,642) Total equity attributable to XWELL, Inc. 19,401 (1,613) 17,788 Noncontrolling interests 7,869 — 7,869 Total equity 27,270 (1,613) 25,657 Total liabilities and equity $ 44,550 $ (1,613) $ 42,937 Restatement Restatement As Filed Adjustments As Restated As Filed Adjustments As Restated Three months Three months Three months Nine months Nine months Nine months ended ended ended ended ended ended September 30, September 30, September 30, September 30 September 30 September 30 2023 2023 2023 2023 2023 2023 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue, net Patient services revenue $ — $ — $ — $ 148 $ — $ 148 Services 6,709 — 6,709 20,485 — 20,485 Products 747 — 747 2,044 — 2,044 Other 12 — 12 29 — 29 Total revenue, net 7,468 — 7,468 22,706 — 22,706 Cost of sales Labor 4,462 — 4,462 13,609 — 13,609 Occupancy 1,063 — 1,063 3,237 — 3,237 Products and other operating costs 852 — 852 3,057 — 3,057 Total cost of sales 6,377 — 6,377 19,903 — 19,903 Gross Profit 1,091 — 1,091 2,803 — 2,803 Depreciation and amortization 590 — 590 1,770 — 1,770 Impairment of long-lived assets 6,782 1,096 7,878 6,782 1,096 7,878 Impairment of operating lease right-of-use assets — 517 517 — 517 517 Loss on disposal of assets 16 — 16 34 — 34 Advertising and promotion expense 313 — 313 628 — 628 IT/Hosting services 273 — 273 1,186 — 1,186 Other general and administrative expenses 3,593 — 3,593 13,891 — 13,891 Total operating expenses 11,567 1,613 13,180 24,291 1,613 25,904 Operating loss (10,476) (1,613) (12,089) (21,488) (1,613) (23,101) Interest income, net 105 — 105 334 — 334 Foreign exchange remeasurement gain/(loss) 366 — 366 (690) — (690) Gain on Securities, realized and unrealized 225 — 225 703 — 703 Other non-operating expense, net (198) — (198) (345) — (345) Loss before income taxes (9,978) (1,613) (11,591) (21,486) (1,613) (23,099) Income tax expense — — — — — — Net loss (9,978) (1,613) (11,591) (21,486) (1,613) (23,099) Net (income) loss attributable to noncontrolling interests 60 — 60 329 — 329 Net loss attributable to XWELL, Inc. $ (9,918) $ (1,613) $ (11,531) $ (21,157) $ (1,613) $ (22,770) Net loss $ (9,978) $ (1,613) $ (11,591) $ (21,486) $ (1,613) $ (23,099) Other comprehensive loss (514) — (514) (1,108) — (1,108) Comprehensive loss from continuing operations (10,492) (1,613) (12,105) (22,594) (1,613) (24,207) Comprehensive loss $ (10,492) $ (1,613) $ (12,105) $ (22,594) $ (1,613) $ (24,207) Loss per share Basic and diluted loss per share* $ (2.38) $ (0.39) $ (2.76) $ (5.07) $ (0.39) $ (5.46) Weighted-average number of shares outstanding during the period Basic and diluted* 4,173,894 4,173,894 4,173,894 4,170,629 4,170,629 4,170,629 Diluted 4,173,894 4,173,894 4,173,894 4,170,629 4,170,629 4,170,629 * Adjusted to reflect the impact of the 1 Accumulated Additional other Total Non- Common stock Treasury Stock paid- Accumulated comprehensive Company controlling Total Shares* Amount Shares* Amount in capital deficit loss equity interests equity December 31, 2022 4,161,613 $ 42 — — $ 468,530 $ (428,112) $ (534) $ 39,926 $ 8,023 $ 47,949 Issuance of restricted stock units 6,015 — — — — — — — — — Value of shares withheld to fund payroll taxes — — — — (22) — — (22) — (22) Stock-based compensation — — — — 589 — — 589 23 612 Net loss for the period — — — — — (5,509) — (5,509) (320) (5,829) Foreign currency translation — — — — — — (130) (130) 11 (119) March 31, 2023 4,167,628 $ 42 — $ — $ 469,097 $ (433,621) $ (664) $ 34,854 $ 7,737 $ 42,591 Issuance of restricted stock units 3,297 — — — — — — — — — Stock-based compensation — — — — 603 — — 603 23 626 Distributions to noncontrolling interests — — — — — — — — (120) (120) Foreign currency translation — — — — — — (464) (464) 46 (418) Net loss for the period — — — — — (5,730) — (5,730) 51 (5,679) June 30, 2023 4,170,925 $ 42 — $ — $ 469,700 $ (439,351) $ (1,128) $ 29,263 $ 7,737 $ 37,000 Issuance of restricted stock units 3,456 — — — — — — — — — Stock-based compensation — — — — 567 — — 567 24 591 Grant of stock for services — — — — 3 — — 3 — 3 Contributions from noncontrolling interests — — — — — — — — 150 150 Foreign currency translation — — — — — — (514) (514) 18 (496) Net loss for the period — — — — — (9,918) — (9,918) (60) (9,978) September 30, 2023 as filed 4,174,381 $ 42 — $ — $ 470,270 $ (449,269) $ (1,642) $ 19,401 $ 7,869 $ 27,270 Restatement — — — — — (1,613) — (1,613) — (1,613) September 30, 2023 as restated 4,174,381 $ 42 — $ — $ 470,270 $ (450,882) $ (1,642) $ 17,788 $ 7,869 $ 25,657 * Adjusted to reflect the impact of the 1 Restatement As Filed Adjustments As Restated September 30 September 30 September 30 2023 2023 2023 (unaudited) (unaudited) (unaudited) Cash flows from operating activities Net loss $ (21,486) $ (1,613) $ (23,099) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,770 — 1,770 Impairment of long lived assets 6,782 1,613 8,395 Foreign currency remeasurement loss 690 — 690 Loss on disposal of assets 34 — 34 Gain on lease termination (821) — (821) Unrealized gain on marketable securities (668) — (668) Amortization of operating lease right of use asset 1,163 — 1,163 Stock-based compensation 1,832 — 1,832 Loss on equity investment 53 — 53 Changes in assets and liabilities: Decrease in inventory 192 — 192 Decrease (increase) in accounts receivable 1,665 — 1,665 Increase in other assets, current and non-current (336) — (336) Increase in deferred revenue (266) — (266) Increase in other liabilities, current and non-current (3,226) — (3,226) Decrease in accounts payable (251) — (251) Net cash used in operating activities (12,873) — (12,873) Cash flows from investing activities Acquisition of property and equipment (1,639) — (1,639) Investment in marketable securities (1,991) — (1,991) Sale of marketable securities 4,500 — 4,500 Acquisition of Naples Wax (1,574) — (1,574) Acquisition of intangibles (468) — (468) Net cash used in investing activities (1,172) — (1,172) Cash flows from financing activities Contributions from noncontrolling interests 150 — 150 Payments for shares withheld on vesting (22) — (22) Distributions to noncontrolling interests (120) — (120) Net cash provided by (used in) financing activities 8 — 8 Effect of exchange rate changes on cash, cash equivalents and restricted cash (174) — (174) Decrease in cash, cash equivalents and restricted cash (14,211) — (14,211) Cash, cash equivalents, and restricted cash at beginning of the period 19,789 — 19,789 Cash, cash equivalents, and restricted cash at end of the period $ 5,578 $ — $ 5,578 Cash paid for Income taxes $ 142 $ — $ 142 Non-cash investing and financing transactions Capital expenditures included in Accounts payable, accrued expenses and other current liabilities $ 197 $ — $ 197 |
General (Details)
General (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) segment location item $ / shares | Dec. 31, 2022 USD ($) $ / shares | Sep. 12, 2023 Center | Oct. 24, 2022 $ / shares shares | |
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Number of operating segments | segment | 4 | |||||
Cash and cash equivalents | $ | $ 4,827 | $ 4,827 | $ 8,437 | $ 19,038 | ||
Marketable Securities | $ | 21,311 | 21,311 | 14,613 | 23,153 | ||
Total current assets | $ | 29,962 | 29,962 | 26,566 | 47,332 | ||
Total current liabilities | $ | 8,157 | 8,157 | 9,330 | 10,956 | ||
Working capital | $ | 17,236 | 36,376 | ||||
Net loss | $ | $ (11,591) | $ (23,099) | $ (28,029) | $ (32,629) | ||
XpresSpa | United States | ||||||
Number of operating locations | location | 21 | |||||
Number of operating locations, company owned | location | 19 | |||||
Number of operating locations, franchises | location | 2 | |||||
XpresSpa | Non-US | ||||||
Number of airport locations | location | 11 | |||||
Naples Wax LLC | ||||||
Number of High- Performing Locations | 3 | 3 | ||||
Dubai International Airport | Non-US | ||||||
Number of operating locations | location | 2 | |||||
Zayad International Airport | Non-US | ||||||
Number of operating locations | location | 1 | |||||
Schiphol Amsterdam Airport | Non-US | ||||||
Number of operating locations | location | 3 | |||||
Istanbul Airport | Non-US | ||||||
Number of operating locations | location | 5 | |||||
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 |
Accounting and Reporting Poli_3
Accounting and Reporting Policies (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) segment location entity | Dec. 31, 2022 USD ($) | Sep. 12, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Foreign currency remeasurement gain/(loss) | $ 366 | $ (690) | $ (738) | $ (664) | ||
Cash equivalents | 4,025 | 1,885 | ||||
Impairment of intangible assets | 2,768 | 110 | ||||
Impairment on property and equipment | 1,159 | 4,559 | ||||
Impairment of operating lease right-of-use assets | 517 | 517 | 926 | 1,110 | ||
Total revenue | 7,468 | 22,706 | 30,109 | 55,939 | ||
Deferred revenue | 73 | $ 73 | $ 861 | 339 | ||
Number of reportable segments | segment | 4 | |||||
Uncertain tax positions | $ 0 | 0 | ||||
Advertising expenses | 696 | 4,645 | ||||
Impairment loss on goodwill | 4,024 | |||||
Allowance for credit loss | $ 0 | 0 | ||||
Variable interest entities. | entity | 0 | |||||
Prepaid Packages Services | Naples Wax LLC | ||||||
Contract with customer, liability, current | $ 778 | $ 811 | ||||
XpresTest | ||||||
Impairment of operating lease right-of-use assets | 38 | |||||
XpresTest | CDC Program Options and Public Health Services | ||||||
Total revenue | 7,521 | 2,617 | ||||
Unrecognized revenue | $ 16,000 | |||||
XpresTest | Traveler Enrollment Initiatives | CDC Program Options and Public Health Services | ||||||
Contract with customer, liability, current | 370 | |||||
XpresTest | Passenger and Aircraft Wastewater Sample Collection | CDC Program Options and Public Health Services | ||||||
Contract with customer, liability, current | 6,674 | |||||
XpresSpa | ||||||
Impairment of operating lease right-of-use assets | 484 | 936 | ||||
HyperPointe | ||||||
Impairment loss on goodwill | $ 4,024 | |||||
HyperPointe | HyperPointe | ||||||
Deferred revenue | $ 72 | $ 322 | ||||
Non-US | XpresSpa | ||||||
Number of airport locations | location | 11 | |||||
Minimum | XpresTest | CDC Program Options and Public Health Services | ||||||
Unrecognized revenue | $ 61,000 |
Net earnings_(loss) per Share_3
Net earnings/(loss) per Share of Common Stock (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2023 item | Sep. 30, 2023 $ / shares shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |||
Earnings Per Share Disclosure. | |||||||
Net loss attributable to common shareholders | $ | $ (27,741) | $ (32,837) | |||||
Basic weighted average shares outstanding | 4,173,894 | 4,170,629 | 4,175,220 | [1] | 4,682,767 | [1] | |
Basic loss per share (in dollars per share) | $ / shares | $ (2.76) | $ (5.46) | $ (6.64) | $ (7.01) | |||
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders | 353,149 | 314,169 | |||||
Reverse stock split, conversion ratio | 0.05 | ||||||
Reverse stock split, Multiplying factor for price per share | item | 20 | ||||||
Both vested and unvested options to purchase an equal number of shares of Common Stock | |||||||
Earnings Per Share Disclosure. | |||||||
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders | 341,205 | 241,501 | |||||
Unvested RSUs to issue an equal number of shares of Common Stock | |||||||
Earnings Per Share Disclosure. | |||||||
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders | 11,944 | 14,063 | |||||
Warrants to purchase an equal number of shares of Common Stock | |||||||
Earnings Per Share Disclosure. | |||||||
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders | 0 | 58,605 | |||||
[1] Adjusted to reflect the impact of the 1 :20 reverse stock split that became effective on September 28, 2023. |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash - Summary of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, and Restricted Cash | ||||
Cash denominated in United States dollars | $ 5,726 | $ 16,344 | ||
Cash denominated in currency other than United States dollars | 2,395 | 2,562 | ||
Restricted cash | 751 | 751 | ||
Credit and debit card receivables | 316 | 132 | ||
Total cash, cash equivalents and restricted cash | $ 9,188 | $ 5,578 | $ 19,789 | $ 106,257 |
Cash, Cash Equivalents, and R_4
Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cash, Cash Equivalents, and Restricted Cash | ||
Deposits in excess of FDIC limits | $ 4,195 | $ 16,069 |
Amount of cash in overseas accounts | $ 2,395 | $ 2,562 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Other Current Assets | |||
Prepaid expenses | $ 894 | $ 1,074 | |
Other | 55 | 48 | |
Total other current assets | $ 949 | $ 1,663 | $ 1,122 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property and equipment, Gross | $ 7,349 | $ 10,666 | |
Accumulated depreciation | (4,895) | (7,000) | |
Total property and equipment, net | $ 2,705 | 2,454 | 3,666 |
Impairment on property and equipment | 1,159 | 4,559 | |
Reduction of remaining right of use asset and lease liability | $ 821 | 821 | |
Depreciation expense | 825 | 3,663 | |
Leasehold improvements | |||
Property and equipment, Gross | $ 5,848 | $ 8,692 | |
Leasehold improvements | Minimum [Member] | |||
Property and equipment, useful life | 5 years | 5 years | |
Leasehold improvements | Maximum [Member] | |||
Property and equipment, useful life | 8 years | 8 years | |
Furniture and fixtures | |||
Property and equipment, Gross | $ 821 | $ 1,214 | |
Furniture and fixtures | Minimum [Member] | |||
Property and equipment, useful life | 3 years | 3 years | |
Furniture and fixtures | Maximum [Member] | |||
Property and equipment, useful life | 4 years | 4 years | |
Other operating equipment | |||
Property and equipment, Gross | $ 680 | $ 760 | |
Other operating equipment | Maximum [Member] | |||
Property and equipment, useful life | 5 years | 5 years |
Other Assets - Consolidated Bal
Other Assets - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Other Assets | |||
Equity investments | $ 50 | $ 104 | |
Lease deposits | 1,556 | 1,973 | |
Other | 236 | 292 | |
Other assets | $ 1,842 | $ 1,787 | $ 2,369 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Security deposits | $ 1,556 | $ 1,973 |
Other nonoperating income expense | ||
Unrealized loss on remeasurement of common stock and/or warrants | 54 | 618 |
Route1 Inc | ||
Fair value of the investment | $ 50 | $ 104 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,840 | $ 6,352 |
Accumulated Amortization | (2,487) | (2,344) |
Net Carrying Amount | 1,353 | 4,008 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 200 | 302 |
Accumulated Amortization | (6) | (24) |
Net Carrying Amount | 194 | 278 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,012 | 1,510 |
Accumulated Amortization | (341) | (542) |
Net Carrying Amount | 671 | 968 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,593 | 4,485 |
Accumulated Amortization | (2,120) | (1,761) |
Net Carrying Amount | 473 | 2,724 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 35 | 55 |
Accumulated Amortization | (20) | (17) |
Net Carrying Amount | $ 15 | $ 38 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets | $ 2,768 | $ 110 |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of Long-Lived Assets Held-for-use | Impairment of Long-Lived Assets Held-for-use |
Amortization expense | $ 1,240 | $ 1,766 |
Minimum | HyperPointe | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected useful lives (in years) | 5 years | |
Maximum | HyperPointe | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected useful lives (in years) | 12 years | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected useful lives (in years) | 6 years | |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets | $ 110 | |
Software | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected useful lives (in years) | 3 years | |
Software | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected useful lives (in years) | 5 years | |
Trade names, customer relationships and software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets | $ 2,768 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2024 | $ 316 | |
2025 | 310 | |
2026 | 229 | |
2027 | 122 | |
2028 | 122 | |
Thereafter | 254 | |
Total | $ 1,353 | $ 4,008 |
Acquisition of Naples Wax, LL_2
Acquisition of Naples Wax, LLC (Details) - USD ($) $ in Thousands | Sep. 12, 2023 | Dec. 31, 2023 | Dec. 31, 2022 |
Acquisition of Naples Wax, LLC | |||
Goodwill | $ 1,371 | $ 4,024 | |
Fair value of assets acquired and liabilities assumed | |||
Goodwill | $ 1,371 | $ 4,024 | |
Naples Wax LLC | |||
Acquisition of Naples Wax, LLC | |||
Aggregate purchase price paid in cash | $ 1,574 | ||
Consideration paid | 1,624 | ||
Consideration held back to cover potential indemnification claims | $ 50 | ||
Consideration held back term | 6 months | ||
Percentage of units acquired | 100% | ||
Goodwill | $ 1,371 | $ 1,371 | |
Fair value of assets acquired and liabilities assumed | |||
Cash and cash equivalents | 180 | ||
Prepaid expenses and other assets | 13 | ||
Deferred revenue | (811) | ||
Accounts payable | (25) | ||
Accrued expenses and other liabilities | (4) | ||
Total fair value of assets acquired and liabilities assumed | 253 | ||
Goodwill | 1,371 | $ 1,371 | |
Naples Wax LLC | Customer relationships | |||
Fair value of assets acquired and liabilities assumed | |||
Other intangible assets, net | 700 | ||
Naples Wax LLC | Trade names | |||
Fair value of assets acquired and liabilities assumed | |||
Other intangible assets, net | $ 200 |
Acquisition of Naples Wax, LL_3
Acquisition of Naples Wax, LLC - Fair value assumptions of intangible assets (Details) - Income approach - Naples Wax LLC | Dec. 31, 2023 Y |
Customer relationships | Attrition rate | |
Acquisition of Naples Wax, LLC | |
Acquired finite lived intangible asset, measurement input | 15 |
Customer relationships | Existing customer growth | |
Acquisition of Naples Wax, LLC | |
Acquired finite lived intangible asset, measurement input | 75 |
Customer relationships | Business development expense for new customers | |
Acquisition of Naples Wax, LLC | |
Acquired finite lived intangible asset, measurement input | 5.70 |
Customer relationships | Discount rate | |
Acquisition of Naples Wax, LLC | |
Acquired finite lived intangible asset, measurement input | 31 |
Customer relationships | Estimated remaining economic life (Years) | |
Acquisition of Naples Wax, LLC | |
Acquired finite lived intangible asset, measurement input | 7 |
Trade names | Discount rate | |
Acquisition of Naples Wax, LLC | |
Acquired finite lived intangible asset, measurement input | 31 |
Trade names | Estimated remaining economic life (Years) | |
Acquisition of Naples Wax, LLC | |
Acquired finite lived intangible asset, measurement input | 9 |
Trade names | Percent of revenue attributable to intangible assets | |
Acquisition of Naples Wax, LLC | |
Acquired finite lived intangible asset, measurement input | 100 |
Trade names | Royalty rate | |
Acquisition of Naples Wax, LLC | |
Acquired finite lived intangible asset, measurement input | 2 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||||
Cash paid for minimum annual rental | $ 2,018 | $ 928 | ||
Variable lease payments | 1,326 | 1,392 | ||
Operating leases, rent expense | 3,824 | 3,917 | ||
Impairment of operating lease right-of-use assets | $ 517 | $ 517 | $ 926 | $ 1,110 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating cash flows from operating leases | $ (3,483) | $ (4,092) |
Leased assets obtained in exchange for new and modified operating lease liabilities | $ 174 | $ 6,891 |
Leases - Future Minimum Commitm
Leases - Future Minimum Commitments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 3,105 |
2025 | 2,714 |
2026 | 1,628 |
2027 | 1,505 |
2028 | 1,125 |
Thereafter | 3,313 |
Total future lease payments | 13,390 |
Less: interest expense at incremental borrowing rate | (2,296) |
Net present value of lease liabilities | $ 11,094 |
Leases - Other Assumptions and
Leases - Other Assumptions and Pertinent Information (Details) | Dec. 31, 2023 |
Leases | |
Weighted average remaining lease term (years): | 5 years 11 months 8 days |
Weighted average discount rate used to determine present value of operating lease liability: | 7.25% |
Long-term Notes and Convertib_2
Long-term Notes and Convertible Notes - Paycheck Protection Program (Details) - Paycheck Protection Program - USD ($) $ in Thousands | May 01, 2020 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 5,653 | |
Interest rate (as a percent) | 1% | |
Payments on PPP Loan | $ 0 | |
Deferral period | 6 months | |
Debt outstanding | $ 3,584 |
Stockholders' Equity and Warr_3
Stockholders' Equity and Warrants (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 28, 2023 item | Aug. 16, 2022 USD ($) | May 31, 2022 shares | Aug. 31, 2021 shares | Dec. 31, 2023 $ / shares shares | |
Warrants [Line Items] | |||||
Threshold value of shares repurchases | $ | $ 1,000 | ||||
Reverse stock split, conversion ratio | 0.05 | ||||
Reverse stock split, Multiplying factor for price per share | item | 20 | ||||
Share Repurchase Program | |||||
Warrants [Line Items] | |||||
Repurchase of common stock (in shares) | shares | 10 | 15 | |||
Warrants | |||||
Warrants [Line Items] | |||||
Outstanding, Opening Balance | shares | 58,605 | ||||
Expired | shares | (58,605) | ||||
Weighted average exercise price, Beginning Balance | $ 40 | ||||
Weighted average exercise price, Expired | 40 | ||||
Warrants | Minimum | |||||
Warrants [Line Items] | |||||
Exercise price range, Beginning Balance | 34 | ||||
Exercise price range, Expired | 34 | ||||
Warrants | Maximum | |||||
Warrants [Line Items] | |||||
Exercise price range, Beginning Balance | 42.5 | ||||
Exercise price range, Expired | $ 42.5 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Recurring | ||
Equity securities | $ 50 | $ 104 |
Total fair value measurements | 50 | 104 |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | ||
Equity securities | 50 | 104 |
Total fair value measurements | 50 | 104 |
Fair Value, Nonrecurring | ||
Property, plant and equipment | 2,454 | |
Intangible assets | 1,353 | 4,008 |
Total fair value measurements | 3,807 | 4,008 |
Fair Value, Nonrecurring | Fair Value, Inputs, Level 3 [Member] | ||
Property, plant and equipment | 2,454 | |
Intangible assets | 1,353 | 4,008 |
Total fair value measurements | 3,807 | 4,008 |
Route1 Inc | ||
Equity securities | 50 | 104 |
Route1 Inc | Fair Value, Recurring | ||
Equity securities | 50 | 104 |
Route1 Inc | Fair Value, Recurring | Fair Value, Inputs, Level 2 | ||
Equity securities | $ 50 | $ 104 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Oct. 04, 2022 shares | May 31, 2022 shares | Aug. 31, 2021 shares | Sep. 30, 2020 item shares | Dec. 31, 2023 USD ($) item shares | Dec. 31, 2022 USD ($) | |
Stockholders Equity [Line Items] | ||||||
Number of equal quarterly vesting installments | item | 4 | 4 | ||||
Stock-based compensation expense | $ | $ 2,319 | $ 3,770 | ||||
Weighted average remaining contractual term | 7 years 8 months 15 days | 7 years 9 months 29 days | ||||
Aggregate Intrinsic Value of Options Outstanding and Vested | $ | $ 0 | $ 0 | ||||
Share Repurchase Program | ||||||
Stockholders Equity [Line Items] | ||||||
Repurchase of common stock (in shares) | 10 | 15 | ||||
Stock Compensation Plan | ||||||
Stockholders Equity [Line Items] | ||||||
Options, expiry period | 10 years | 10 years | ||||
Options, vesting period | 1 year | 1 year | ||||
Non-vested Stock Options | ||||||
Stockholders Equity [Line Items] | ||||||
Unrecognized stock-based payment cost | $ | $ 1,246 | 2,506 | ||||
Non-Vested RSUs | ||||||
Stockholders Equity [Line Items] | ||||||
Unrecognized stock-based payment cost | $ | 73 | $ 183 | ||||
XpresTest 2020 Plan | RSUs | ||||||
Stockholders Equity [Line Items] | ||||||
Unrecognized stock-based compensation related to the awards | $ | $ 96 | |||||
Equity incentive plan 2020 | ||||||
Stockholders Equity [Line Items] | ||||||
Number of shares authorized | 625,000 | |||||
Number of additional shares authorized | 375,000 | |||||
Maximum | Equity incentive plan 2020 | ||||||
Stockholders Equity [Line Items] | ||||||
Number of shares authorized | 250,000 | |||||
Number of stock shares issued | 249,899 | |||||
Directors, Employees And Consultants | XpresTest 2020 Plan | ||||||
Stockholders Equity [Line Items] | ||||||
Number of shares authorized | 200 | |||||
Percentage of shares authorized for issuance | 20% | |||||
Directors, Employees And Consultants | Maximum | XpresTest 2020 Plan | ||||||
Stockholders Equity [Line Items] | ||||||
Number of shares authorized | 200 |
Stock-based Compensation - Vari
Stock-based Compensation - Variables Used in Estimating Fair Value of Stock Options (Details) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Stockholders Equity [Line Items] | |
Expected volatility Minimum: | 119.41% |
Expected volatility Maximum: | 121.04% |
Expected dividend yield: | 0% |
Annual average risk-free rate Minimum: | 3.65% |
Annual average risk-free rate Maximum: | 4.19% |
Minimum | |
Stockholders Equity [Line Items] | |
Share price of the Company's Common Stock on the grant date: | $ 4.60 |
Exercise price: | $ 4.60 |
Expected term: | 6 years 3 months 25 days |
Maximum | |
Stockholders Equity [Line Items] | |
Share price of the Company's Common Stock on the grant date: | $ 8.20 |
Exercise price: | $ 8.20 |
Expected term: | 6 years 4 months 28 days |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Options and RSU Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders Equity [Line Items] | ||
No. of options, Outstanding, Beginning balance | 241,501 | 141,344 |
No. of options, Granted | 148,069 | 117,517 |
No. of options, Exercised/Vested | 0 | |
No. of options, Forfeited | (16,699) | (12,252) |
No. of options, Expired | (31,666) | (5,108) |
No. of options, Outstanding, Ending balance | 341,205 | 241,501 |
No. of options, Exercisable | 244,271 | 103,063 |
Weighted average grant date fair value, Beginning balance | $ 40 | $ 51.40 |
Weighted average grant date fair value, Granted | 7.88 | 29.20 |
Weighted average grant date fair value, Exercised/Vested | 0 | |
Weighted average grant date fair value, Forfeited | 24.08 | 31 |
Weighted average grant date fair value, Expired | 38.69 | 121 |
Weighted average grant date fair value, Ending balance | 26.85 | 40 |
Weighted average grant date fair value, Exercisable | $ 26.65 | $ 51.20 |
RSUs | ||
Stockholders Equity [Line Items] | ||
No. of options, Outstanding, Beginning balance | 14,063 | 30,000 |
No. of options, Granted | 16,944 | 26,563 |
No. of options, Exercised/Vested | (19,063) | (42,500) |
No. of options, Forfeited | 0 | |
No. of options, Expired | 0 | |
No. of options, Outstanding, Ending balance | 11,944 | 14,063 |
Weighted average grant date fair value, Beginning balance | $ 13 | $ 32.60 |
Weighted average grant date fair value, Granted | 5.70 | 16.80 |
Weighted average grant date fair value, Exercised/Vested | 10.85 | 29.20 |
Weighted average grant date fair value, Forfeited | 0 | |
Weighted average grant date fair value, Expired | 0 | |
Weighted average grant date fair value, Ending balance | 6.08 | 13 |
Minimum | ||
Stockholders Equity [Line Items] | ||
Exercise price range, Outstanding, Beginning balance | 13 | 23.80 |
Exercise price range, Granted | 4.65 | 13 |
Exercise price range, Forfeited | 8 | 28.60 |
Exercise price range, Expired | 8 | 28.80 |
Exercise price range, Outstanding, Ending balance | 4.60 | 13 |
Exercise price range, Exercisable | 4.60 | 23.80 |
Maximum | ||
Stockholders Equity [Line Items] | ||
Exercise price range, Outstanding, Beginning balance | 49,200 | 49,200 |
Exercise price range, Granted | 8 | 32.80 |
Exercise price range, Forfeited | 32.20 | 76.40 |
Exercise price range, Expired | 38,160 | 44,640 |
Exercise price range, Outstanding, Ending balance | 49,200 | 49,200 |
Exercise price range, Exercisable | $ 49,200 | $ 49,200 |
Segment Information - Geographi
Segment Information - Geographical Revenue, Segment Operating Loss and Total Asset Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) segment item location | Dec. 31, 2022 USD ($) | Sep. 12, 2023 Center | |
Revenue | |||||
Total revenue | $ 30,109 | $ 55,939 | |||
Operating loss | |||||
Total operating loss (including impairment) | $ (12,089) | $ (23,101) | (28,206) | (31,163) | |
Total depreciation & amortization | 590 | 1,770 | 2,065 | 5,429 | |
Total capital expenditures | 1,847 | 6,293 | |||
Assets | |||||
Total long-lived assets | 10,838 | 18,794 | |||
Total assets | $ 42,937 | $ 42,937 | $ 38,993 | 70,426 | |
Number of operating segments | segment | 4 | ||||
Number of reportable segments | segment | 4 | ||||
Number of locations operated | location | 2 | ||||
Naples Wax LLC | |||||
Assets | |||||
Number of High- Performing Locations | 3 | 3 | |||
XpresSpa | |||||
Revenue | |||||
Total revenue | $ 19,067 | 13,680 | |||
Operating loss | |||||
Total operating loss (including impairment) | (12,951) | (12,910) | |||
Total depreciation & amortization | 1,443 | 1,479 | |||
Total capital expenditures | 1,678 | 2,134 | |||
Assets | |||||
Total long-lived assets | 8,268 | 11,851 | |||
Total assets | 18,453 | 21,135 | |||
XpresTest | |||||
Revenue | |||||
Total revenue | 9,912 | 40,867 | |||
Operating loss | |||||
Total operating loss (including impairment) | (4,701) | 1,238 | |||
Total depreciation & amortization | 276 | 2,043 | |||
Total capital expenditures | 82 | 775 | |||
Assets | |||||
Total long-lived assets | 92 | 4,220 | |||
Total assets | 2,408 | 11,198 | |||
Naples Wax | |||||
Revenue | |||||
Total revenue | 686 | ||||
Operating loss | |||||
Total operating loss (including impairment) | 162 | ||||
Total depreciation & amortization | 36 | ||||
Assets | |||||
Total long-lived assets | 1,371 | ||||
Total assets | 2,951 | ||||
Treat | |||||
Revenue | |||||
Total revenue | 444 | 1,392 | |||
Operating loss | |||||
Total operating loss (including impairment) | (2,315) | (10,577) | |||
Total depreciation & amortization | 264 | 1,876 | |||
Total capital expenditures | 60 | 3,274 | |||
Assets | |||||
Total long-lived assets | 669 | 2,314 | |||
Total assets | 848 | 3,186 | |||
Corporate and Other | |||||
Operating loss | |||||
Total operating loss (including impairment) | (8,401) | (8,914) | |||
Total depreciation & amortization | 46 | 31 | |||
Total capital expenditures | 27 | 110 | |||
Assets | |||||
Total long-lived assets | 438 | 409 | |||
Total assets | 14,333 | 34,907 | |||
United States | |||||
Revenue | |||||
Total revenue | 24,944 | 52,250 | |||
Assets | |||||
Total long-lived assets | 8,169 | 15,084 | |||
All other countries | |||||
Revenue | |||||
Total revenue | 5,165 | 3,689 | |||
Assets | |||||
Total long-lived assets | $ 2,669 | $ 3,710 |
Segment Information - Additiona
Segment Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accrued Expenses And Other Current Liabilities [Line Items] | ||||
Impairment of long-lived assets | $ (7,878) | $ (7,878) | $ 3,927 | $ 4,669 |
Impairment of operating lease right-of-use assets | $ 517 | $ 517 | 926 | 1,110 |
XpresSpa | ||||
Accrued Expenses And Other Current Liabilities [Line Items] | ||||
Impairment of long-lived assets | 234 | 619 | ||
Impairment of operating lease right-of-use assets | 484 | 936 | ||
XpresTest | ||||
Accrued Expenses And Other Current Liabilities [Line Items] | ||||
Impairment of long-lived assets | 677 | |||
Impairment of operating lease right-of-use assets | 38 | |||
Treat Segment | ||||
Accrued Expenses And Other Current Liabilities [Line Items] | ||||
Impairment of long-lived assets | 925 | 3,373 | ||
Impairment of operating lease right-of-use assets | 442 | $ 136 | ||
HyperPointe | ||||
Accrued Expenses And Other Current Liabilities [Line Items] | ||||
Impairment of long-lived assets | $ 4,024 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities | |||
Litigation accrual | $ 449 | $ 963 | |
Accrued compensation | 2,098 | 2,008 | |
Tax-related liabilities | 501 | 573 | |
Common area maintenance accruals | 8 | 160 | |
AP Accruals | 913 | 754 | |
Gift certificates | 509 | 496 | |
Credit card processing fees | 8 | 33 | |
Other miscellaneous accruals | 482 | 732 | |
Total accrued expenses and other current liabilities | $ 4,968 | $ 4,198 | $ 5,719 |
Income Taxes - Components of in
Income Taxes - Components of income (loss) before income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes. | ||||
Domestic | $ (27,573) | $ (32,445) | ||
Foreign | (421) | (129) | ||
Total | $ (11,591) | $ (23,099) | $ (27,994) | $ (32,574) |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit (Expense) Attributable to the Operating Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 15 | 41 |
Foreign | 20 | 14 |
Deferred: | ||
Federal | 0 | 0 |
Total | $ 35 | $ 55 |
Income Taxes - Income Tax Ben_2
Income Taxes - Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes. | ||||
Loss from operations before income taxes | $ (11,591) | $ (23,099) | $ (27,994) | $ (32,574) |
Tax rate | 21% | 21% | ||
Computed "expected" tax benefit | $ (5,879) | $ (6,841) | ||
State taxes, net of federal income tax (expense) benefit | (1,027) | 706 | ||
Change in valuation allowance | 9,166 | 7,015 | ||
Adjustment JV Basis | 339 | |||
Nondeductible expenses | 212 | 341 | ||
Other Adjustments | 2 | |||
Return to Provision Adjustment | (1,860) | (94) | ||
International Rate Differential | (14) | |||
State Deferred Rate Change | (87) | (570) | ||
Asset Impairment Adjustment | (730) | (810) | ||
Other items | 252 | (31) | ||
Income tax expense | $ 35 | $ 55 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets | |||
Net operating loss carryforwards | $ 60,263 | $ 51,932 | |
Stock-based compensation | 1,532 | 1,029 | |
Intangible assets and other | 7,629 | 7,298 | |
Net deferred income tax assets | 69,424 | 60,259 | |
Less: | |||
Valuation allowance | $ (69,424) | $ (60,259) | $ (53,298) |
Income Taxes - Changes to Valua
Income Taxes - Changes to Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||
Beginning Balance | $ 60,259 | $ 53,298 |
Return to provision true-up and other | 1,866 | 97 |
Ending Balance | 69,424 | 60,259 |
Continuing Operations | ||
Income Taxes [Line Items] | ||
Charged to cost and expenses | $ 7,299 | $ 6,864 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes. | |
Operating loss carryforwards | $ 150,926 |
Expiring period | 20 years |
Operating loss carry forwards without limitation | $ 97,968 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OTG Management PHL B | ||
Loss Contingencies [Line Items] | ||
Lease term | 12 years | |
Accounts payable, accrued expenses and other. | ||
Loss Contingencies [Line Items] | ||
Estimated litigation liability, current | $ 449 | $ 963 |
Maximum | OTG Management PHL B | ||
Loss Contingencies [Line Items] | ||
Loss contingency damages sought | 2,250 | |
Minimum | OTG Management PHL B | ||
Loss Contingencies [Line Items] | ||
Loss contingency damages sought | $ 864 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Statements of Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Current assets | ||||||||
Cash and cash equivalents | $ 8,437 | $ 4,827 | $ 19,038 | |||||
Marketable Securities | 14,613 | 21,311 | 23,153 | |||||
Accounts receivable | 1,667 | 1,193 | 2,858 | |||||
Inventory | 900 | 968 | 1,161 | |||||
Other current assets | 949 | 1,663 | 1,122 | |||||
Total current assets | 26,566 | 29,962 | 47,332 | |||||
Restricted cash | 751 | 751 | 751 | |||||
Property and equipment, net | 2,454 | 2,705 | 3,666 | |||||
Intangible assets, net | 1,353 | 2,174 | 4,008 | |||||
Operating lease right of use assets, net | 4,656 | 5,558 | 8,276 | |||||
Other assets | 1,842 | 1,787 | 2,369 | |||||
Total assets | 38,993 | 42,937 | 70,426 | |||||
Current liabilities | ||||||||
Accounts payable | 1,099 | 1,511 | 2,312 | |||||
Accrued expenses and other current liabilities | 4,968 | 4,198 | 5,719 | |||||
Current portion of operating lease liabilities | 2,402 | 2,375 | 2,586 | |||||
Deferred revenue | 861 | 73 | 339 | |||||
Total current liabilities | 9,330 | 8,157 | 10,956 | |||||
Long-term liabilities | ||||||||
Operating lease liabilities | 8,692 | 9,123 | 11,521 | |||||
Total liabilities | 18,022 | 17,280 | 22,477 | |||||
Commitments and contingencies (see Note 13) | ||||||||
Equity | ||||||||
Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 4,179,631 and 4,161,613 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 42 | [1] | 42 | 42 | [1] | |||
Additional paid-in capital | 470,737 | 470,270 | 468,530 | |||||
Accumulated deficit | (455,853) | (450,882) | (428,112) | |||||
Accumulated other comprehensive loss | (1,924) | (1,642) | (534) | |||||
Total equity attributable to XWELL, Inc. | 13,002 | 17,788 | 39,926 | |||||
Noncontrolling interests | 7,969 | 7,869 | 8,023 | |||||
Total equity | 20,971 | 25,657 | 47,949 | $ 99,935 | ||||
Total liabilities and equity | $ 38,993 | 42,937 | 70,426 | |||||
Previously Reported | ||||||||
Current assets | ||||||||
Cash and cash equivalents | 4,827 | |||||||
Marketable Securities | 21,311 | |||||||
Accounts receivable | 1,193 | |||||||
Inventory | 968 | |||||||
Other current assets | 1,663 | |||||||
Total current assets | 29,962 | |||||||
Restricted cash | 751 | |||||||
Property and equipment, net | 3,801 | |||||||
Intangible assets, net | 2,174 | |||||||
Operating lease right of use assets, net | 6,075 | |||||||
Other assets | 1,787 | |||||||
Total assets | 44,550 | |||||||
Current liabilities | ||||||||
Accounts payable | 1,511 | |||||||
Accrued expenses and other current liabilities | 4,198 | |||||||
Current portion of operating lease liabilities | 2,375 | |||||||
Deferred revenue | 73 | |||||||
Total current liabilities | 8,157 | |||||||
Long-term liabilities | ||||||||
Operating lease liabilities | 9,123 | |||||||
Total liabilities | 17,280 | |||||||
Equity | ||||||||
Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 4,179,631 and 4,161,613 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 42 | |||||||
Additional paid-in capital | 470,270 | |||||||
Accumulated deficit | (449,269) | |||||||
Accumulated other comprehensive loss | (1,642) | |||||||
Total equity attributable to XWELL, Inc. | 19,401 | |||||||
Noncontrolling interests | 7,869 | |||||||
Total equity | 27,270 | $ 37,000 | $ 42,591 | $ 47,949 | ||||
Total liabilities and equity | 44,550 | |||||||
Restatement Adjustments | ||||||||
Current assets | ||||||||
Property and equipment, net | (1,096) | |||||||
Operating lease right of use assets, net | (517) | |||||||
Total assets | (1,613) | |||||||
Equity | ||||||||
Accumulated deficit | (1,613) | |||||||
Total equity attributable to XWELL, Inc. | (1,613) | |||||||
Total equity | (1,613) | |||||||
Total liabilities and equity | $ (1,613) | |||||||
[1] Adjusted to reflect the impact of the 1 :20 reverse stock split that became effective on September 28, 2023. |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Statements of Balance Sheets (Parenthetical) (Details) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Oct. 24, 2022 |
Reclassification [Line Items] | ||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, authorized | 150,000,000 | 150,000,000 | 150,000,000 | |
Common stock, issued | 4,179,631 | 4,174,381 | 4,161,613 | |
Common stock, outstanding | 4,179,631 | 4,174,381 | 4,161,613 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Statements of Operations and Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||
Revenue, net | ||||||||
Total revenue, net | $ 7,468 | $ 22,706 | $ 30,109 | $ 55,939 | ||||
Cost of sales | ||||||||
Labor | 4,462 | 13,609 | 17,932 | 21,437 | ||||
Occupancy | 1,063 | 3,237 | 4,473 | 4,138 | ||||
Products and other operating costs | 852 | 3,057 | 4,023 | 18,316 | ||||
Total cost of sales | 6,377 | 19,903 | 26,428 | 43,891 | ||||
Gross Profit | 1,091 | 2,803 | 3,681 | 12,048 | ||||
Depreciation and amortization | 590 | 1,770 | 2,065 | 5,429 | ||||
Impairment of long-lived assets | 7,878 | 7,878 | (3,927) | (4,669) | ||||
Impairment of operating lease right-of-use assets | 517 | 517 | 926 | 1,110 | ||||
Loss on disposal of assets, net | 16 | 34 | 34 | 834 | ||||
Advertising and promotion expense | 313 | 628 | ||||||
IT/Hosting services | 273 | 1,186 | ||||||
Other general and administrative expenses | 3,593 | 13,891 | ||||||
Total operating expenses | 13,180 | 25,904 | 31,887 | 43,211 | ||||
Operating loss | (12,089) | (23,101) | (28,206) | (31,163) | ||||
Interest income, net | 105 | 334 | 448 | 384 | ||||
Foreign exchange loss | 366 | (690) | (738) | (664) | ||||
Gain on securities, realized and unrealized | 225 | 703 | 912 | |||||
Other non-operating expense, net | (198) | (345) | (410) | (1,131) | ||||
Loss before income taxes | (11,591) | (23,099) | (27,994) | (32,574) | ||||
Income tax expense | (35) | (55) | ||||||
Net loss | (11,591) | (23,099) | (28,029) | (32,629) | ||||
Net (income) loss attributable to noncontrolling interests | 60 | 329 | 288 | (208) | ||||
Net loss attributable to XWELL, Inc. | (11,531) | (22,770) | (27,741) | (32,837) | ||||
Other comprehensive loss from operations | (514) | (1,108) | ||||||
Comprehensive loss from continuing operations | (12,105) | (24,207) | ||||||
Comprehensive loss | $ (12,105) | $ (24,207) | $ (29,419) | $ (32,851) | ||||
Loss per share | ||||||||
Basic loss per share (in dollars per share) | $ (2.76) | $ (5.46) | $ (6.64) | $ (7.01) | ||||
Diluted loss per share (in dollars per share) | $ (2.76) | $ (5.46) | $ (6.64) | $ (7.01) | ||||
Weighted-average number of shares outstanding during the period | ||||||||
Basic (in shares) | 4,173,894 | 4,170,629 | 4,175,220 | [1] | 4,682,767 | [1] | ||
Diluted (in shares) | 4,173,894 | 4,170,629 | 4,175,220 | [1] | 4,682,767 | [1] | ||
Patient services revenue | ||||||||
Revenue, net | ||||||||
Total revenue, net | $ 148 | $ 250 | $ 32,776 | |||||
Services | ||||||||
Revenue, net | ||||||||
Total revenue, net | $ 6,709 | 20,485 | 27,053 | 21,227 | ||||
Products | ||||||||
Revenue, net | ||||||||
Total revenue, net | 747 | 2,044 | 2,766 | 1,930 | ||||
Other | ||||||||
Revenue, net | ||||||||
Total revenue, net | 12 | 29 | $ 40 | $ 6 | ||||
Previously Reported | ||||||||
Revenue, net | ||||||||
Total revenue, net | 7,468 | 22,706 | ||||||
Cost of sales | ||||||||
Labor | 4,462 | 13,609 | ||||||
Occupancy | 1,063 | 3,237 | ||||||
Products and other operating costs | 852 | 3,057 | ||||||
Total cost of sales | 6,377 | 19,903 | ||||||
Gross Profit | 1,091 | 2,803 | ||||||
Depreciation and amortization | 590 | 1,770 | ||||||
Impairment of long-lived assets | 6,782 | 6,782 | ||||||
Loss on disposal of assets, net | 16 | 34 | ||||||
Advertising and promotion expense | 313 | 628 | ||||||
IT/Hosting services | 273 | 1,186 | ||||||
Other general and administrative expenses | 3,593 | 13,891 | ||||||
Total operating expenses | 11,567 | 24,291 | ||||||
Operating loss | (10,476) | (21,488) | ||||||
Interest income, net | 105 | 334 | ||||||
Foreign exchange loss | 366 | (690) | ||||||
Gain on securities, realized and unrealized | 225 | 703 | ||||||
Other non-operating expense, net | (198) | (345) | ||||||
Loss before income taxes | (9,978) | (21,486) | ||||||
Net loss | (9,978) | $ (5,679) | $ (5,829) | (21,486) | ||||
Net (income) loss attributable to noncontrolling interests | 60 | 329 | ||||||
Net loss attributable to XWELL, Inc. | (9,918) | (21,157) | ||||||
Other comprehensive loss from operations | (514) | (1,108) | ||||||
Comprehensive loss from continuing operations | (10,492) | (22,594) | ||||||
Comprehensive loss | $ (10,492) | $ (22,594) | ||||||
Loss per share | ||||||||
Basic loss per share (in dollars per share) | $ (2.38) | $ (5.07) | ||||||
Diluted loss per share (in dollars per share) | $ (2.38) | $ (5.07) | ||||||
Weighted-average number of shares outstanding during the period | ||||||||
Basic (in shares) | 4,173,894 | 4,170,629 | ||||||
Diluted (in shares) | 4,173,894 | 4,170,629 | ||||||
Previously Reported | Patient services revenue | ||||||||
Revenue, net | ||||||||
Total revenue, net | $ 148 | |||||||
Previously Reported | Services | ||||||||
Revenue, net | ||||||||
Total revenue, net | $ 6,709 | 20,485 | ||||||
Previously Reported | Products | ||||||||
Revenue, net | ||||||||
Total revenue, net | 747 | 2,044 | ||||||
Previously Reported | Other | ||||||||
Revenue, net | ||||||||
Total revenue, net | 12 | 29 | ||||||
Restatement Adjustments | ||||||||
Cost of sales | ||||||||
Impairment of long-lived assets | 1,096 | 1,096 | ||||||
Impairment of operating lease right-of-use assets | 517 | 517 | ||||||
Total operating expenses | 1,613 | 1,613 | ||||||
Operating loss | (1,613) | (1,613) | ||||||
Loss before income taxes | (1,613) | (1,613) | ||||||
Net loss | (1,613) | (1,613) | ||||||
Net loss attributable to XWELL, Inc. | (1,613) | (1,613) | ||||||
Comprehensive loss from continuing operations | (1,613) | (1,613) | ||||||
Comprehensive loss | $ (1,613) | $ (1,613) | ||||||
Loss per share | ||||||||
Basic loss per share (in dollars per share) | $ (0.39) | $ (0.39) | ||||||
Diluted loss per share (in dollars per share) | $ (0.39) | $ (0.39) | ||||||
Weighted-average number of shares outstanding during the period | ||||||||
Basic (in shares) | 4,173,894 | 4,170,629 | ||||||
Diluted (in shares) | 4,173,894 | 4,170,629 | ||||||
[1] Adjusted to reflect the impact of the 1 :20 reverse stock split that became effective on September 28, 2023. |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Statements of Operations and Comprehensive Loss (Parenthetical) (Details) | Sep. 28, 2023 |
Restatement of Previously Issued Financial Statements | |
Reverse stock split conversion ratio | 0.05 |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements - Statements of Changes in Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||||
Reclassification [Line Items] | |||||||||
Balance Beginning | $ 47,949 | $ 47,949 | $ 47,949 | $ 99,935 | |||||
Common Stock, Shares, Outstanding, Beginning Balance | 4,161,613 | 4,161,613 | 4,161,613 | ||||||
Value of Shares Withheld to fund payroll taxes | $ (22) | (73) | |||||||
Stock-based compensation | 2,319 | 3,770 | |||||||
Grant of stock options for services | 3 | 103 | |||||||
Contributions from noncontrolling interests | 150 | 1,025 | |||||||
Distributions to noncontrolling interests | (120) | (956) | |||||||
Foreign currency translation | (1,279) | (343) | |||||||
Net loss for the period | $ (11,591) | $ (23,099) | (28,029) | (32,629) | |||||
Balance Ending | $ 25,657 | $ 25,657 | $ 20,971 | $ 47,949 | |||||
Common Stock, Shares, Outstanding, Ending Balance | 4,174,381 | 4,174,381 | 4,179,631 | 4,161,613 | |||||
Common stock | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | [1] | $ 42 | $ 42 | $ 42 | $ 51 | ||||
Common Stock, Shares, Outstanding, Beginning Balance | [1] | 4,161,613 | 4,161,613 | 4,161,613 | 5,063,467 | ||||
Issuance of restricted stock units (in shares) | [1] | 18,018 | |||||||
Balance Ending | $ 42 | $ 42 | $ 42 | [1] | $ 42 | [1] | |||
Common Stock, Shares, Outstanding, Ending Balance | 4,174,381 | 4,174,381 | 4,179,631 | [1] | 4,161,613 | [1] | |||
Additional paid-in capital | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | $ 468,530 | $ 468,530 | $ 468,530 | $ 488,268 | |||||
Value of Shares Withheld to fund payroll taxes | (22) | (73) | |||||||
Stock-based compensation | 2,226 | 3,106 | |||||||
Grant of stock options for services | 3 | 103 | |||||||
Balance Ending | $ 470,270 | 470,270 | 470,737 | 468,530 | |||||
Accumulated deficit | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | (428,112) | (428,112) | (428,112) | (395,275) | |||||
Net loss for the period | (27,741) | (32,837) | |||||||
Balance Ending | (450,882) | (450,882) | (455,853) | (428,112) | |||||
Accumulated other comprehensive loss | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | (534) | (534) | (534) | (312) | |||||
Foreign currency translation | (1,390) | (222) | |||||||
Balance Ending | (1,642) | (1,642) | (1,924) | (534) | |||||
Total Company equity | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | 39,926 | 39,926 | 39,926 | 92,732 | |||||
Value of Shares Withheld to fund payroll taxes | (22) | (73) | |||||||
Stock-based compensation | 2,226 | 3,106 | |||||||
Grant of stock options for services | 3 | 103 | |||||||
Foreign currency translation | (1,390) | (222) | |||||||
Net loss for the period | (27,741) | (32,837) | |||||||
Balance Ending | 17,788 | 17,788 | 13,002 | 39,926 | |||||
Non-controlling interests | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | 8,023 | 8,023 | 8,023 | 7,203 | |||||
Stock-based compensation | 93 | 664 | |||||||
Contributions from noncontrolling interests | 150 | 1,025 | |||||||
Distributions to noncontrolling interests | (120) | (956) | |||||||
Foreign currency translation | 111 | (121) | |||||||
Net loss for the period | (288) | 208 | |||||||
Balance Ending | 7,869 | 7,869 | 7,969 | 8,023 | |||||
Previously Reported | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | 37,000 | $ 42,591 | 47,949 | 47,949 | 47,949 | ||||
Value of Shares Withheld to fund payroll taxes | (22) | ||||||||
Stock-based compensation | 591 | 626 | 612 | ||||||
Grant of stock options for services | 3 | ||||||||
Contributions from noncontrolling interests | 150 | ||||||||
Distributions to noncontrolling interests | (120) | ||||||||
Foreign currency translation | (496) | (418) | (119) | ||||||
Net loss for the period | (9,978) | (5,679) | (5,829) | (21,486) | |||||
Balance Ending | 27,270 | 37,000 | 42,591 | 27,270 | 47,949 | ||||
Previously Reported | Common stock | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | $ 42 | $ 42 | $ 42 | $ 42 | $ 42 | ||||
Common Stock, Shares, Outstanding, Beginning Balance | 4,170,925 | 4,167,628 | 4,161,613 | 4,161,613 | 4,161,613 | ||||
Issuance of restricted stock units (in shares) | 3,456 | 3,297 | 6,015 | ||||||
Balance Ending | $ 42 | $ 42 | $ 42 | $ 42 | $ 42 | ||||
Common Stock, Shares, Outstanding, Ending Balance | 4,174,381 | 4,170,925 | 4,167,628 | 4,174,381 | 4,161,613 | ||||
Previously Reported | Additional paid-in capital | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | $ 469,700 | $ 469,097 | $ 468,530 | $ 468,530 | $ 468,530 | ||||
Value of Shares Withheld to fund payroll taxes | (22) | ||||||||
Stock-based compensation | 567 | 603 | 589 | ||||||
Grant of stock options for services | 3 | ||||||||
Balance Ending | 470,270 | 469,700 | 469,097 | 470,270 | $ 468,530 | ||||
Previously Reported | Accumulated deficit | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | (439,351) | (433,621) | (428,112) | (428,112) | (428,112) | ||||
Net loss for the period | (9,918) | (5,730) | (5,509) | ||||||
Balance Ending | (449,269) | (439,351) | (433,621) | (449,269) | (428,112) | ||||
Previously Reported | Accumulated other comprehensive loss | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | (1,128) | (664) | (534) | (534) | (534) | ||||
Foreign currency translation | (514) | (464) | (130) | ||||||
Balance Ending | (1,642) | (1,128) | (664) | (1,642) | (534) | ||||
Previously Reported | Total Company equity | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | 29,263 | 34,854 | 39,926 | 39,926 | 39,926 | ||||
Value of Shares Withheld to fund payroll taxes | (22) | ||||||||
Stock-based compensation | 567 | 603 | 589 | ||||||
Grant of stock options for services | 3 | ||||||||
Foreign currency translation | (514) | (464) | (130) | ||||||
Net loss for the period | (9,918) | (5,730) | (5,509) | ||||||
Balance Ending | 19,401 | 29,263 | 34,854 | 19,401 | 39,926 | ||||
Previously Reported | Non-controlling interests | |||||||||
Reclassification [Line Items] | |||||||||
Balance Beginning | 7,737 | 7,737 | 8,023 | 8,023 | $ 8,023 | ||||
Stock-based compensation | 24 | 23 | 23 | ||||||
Contributions from noncontrolling interests | 150 | ||||||||
Distributions to noncontrolling interests | (120) | ||||||||
Foreign currency translation | 18 | 46 | 11 | ||||||
Net loss for the period | (60) | 51 | (320) | ||||||
Balance Ending | 7,869 | $ 7,737 | $ 7,737 | 7,869 | $ 8,023 | ||||
Restatement Adjustments | |||||||||
Reclassification [Line Items] | |||||||||
Net loss for the period | (1,613) | (1,613) | |||||||
Balance Ending | (1,613) | (1,613) | |||||||
Restatement Adjustments | Accumulated deficit | |||||||||
Reclassification [Line Items] | |||||||||
Balance Ending | (1,613) | (1,613) | |||||||
Restatement Adjustments | Total Company equity | |||||||||
Reclassification [Line Items] | |||||||||
Balance Ending | $ (1,613) | $ (1,613) | |||||||
[1] Adjusted to reflect the impact of the 1 :20 reverse stock split that became effective on September 28, 2023. |
Restatement of Previously Iss_8
Restatement of Previously Issued Financial Statements - Statements of Changes in Equity (Parenthetical) (Details) | Sep. 28, 2023 |
Restatement of Previously Issued Financial Statements | |
Reverse stock split conversion ratio | 0.05 |
Restatement of Previously Iss_9
Restatement of Previously Issued Financial Statements - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||||||
Net loss | $ (11,591) | $ (23,099) | $ (28,029) | $ (32,629) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 590 | 1,770 | 2,065 | 5,429 | ||
Impairment of long lived assets | 8,395 | 1,159 | 4,559 | |||
Foreign currency remeasurement loss | 690 | 738 | ||||
Loss on disposal of assets, net | 34 | 34 | 834 | |||
Gain on lease termination | (821) | (821) | ||||
Unrealized gain on marketable securities | (668) | (877) | ||||
Amortization of operating lease right of use asset | 1,163 | 1,481 | 1,844 | |||
Stock-based compensation | 1,832 | 2,319 | 3,770 | |||
Loss on equity investment | 53 | 54 | 618 | |||
Changes in assets and liabilities: | ||||||
Decrease in inventory | 192 | 261 | 592 | |||
Decrease (increase) in accounts receivable | 1,665 | 1,191 | (1,835) | |||
Decrease (increase) in other assets, current and non-current | (336) | 512 | (457) | |||
Decrease (increase) in deferred revenue | (266) | (289) | (933) | |||
Decrease in other liabilities, current and non-current | (3,226) | (3,105) | (4,056) | |||
Decrease in accounts payable | (251) | (488) | (3,247) | |||
Net cash used in operating activities | (12,873) | (16,074) | (24,188) | |||
Cash flows from investing activities | ||||||
Acquisition of property and equipment | (1,639) | (1,905) | (6,464) | |||
Investment in marketable securities | (1,991) | (23,153) | ||||
Sale of marketable securities | 4,500 | 9,417 | ||||
Acquisition of intangibles | (468) | (468) | (373) | |||
Net cash provided by (used in) investing activities | (1,172) | 5,650 | (34,843) | |||
Cash flows from financing activities | ||||||
Contributions from noncontrolling interests | 150 | 150 | 1,025 | |||
Payments for shares withheld on vesting | (22) | (22) | (73) | |||
Distributions to noncontrolling interests | (120) | (120) | (956) | |||
Net cash provided by (used in) financing activities | 8 | 8 | (27,377) | |||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (174) | (185) | (60) | |||
Decrease in cash, cash equivalents and restricted cash | (14,211) | (10,601) | (86,468) | |||
Cash, cash equivalents, and restricted cash at beginning of the year | $ 19,789 | 19,789 | 19,789 | 106,257 | ||
Cash, cash equivalents, and restricted cash at end of the year | 5,578 | 5,578 | 9,188 | 19,789 | ||
Cash paid for | ||||||
Income taxes | 142 | |||||
Non-cash investing and financing transactions | ||||||
Capital expenditures included in Accounts payable, accrued expenses and other current liabilities | 197 | 17 | 544 | |||
Previously Reported | ||||||
Cash flows from operating activities | ||||||
Net loss | (9,978) | $ (5,679) | (5,829) | (21,486) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 590 | 1,770 | ||||
Impairment of long lived assets | 6,782 | |||||
Foreign currency remeasurement loss | 690 | |||||
Loss on disposal of assets, net | 34 | |||||
Gain on lease termination | (821) | |||||
Unrealized gain on marketable securities | (668) | |||||
Amortization of operating lease right of use asset | 1,163 | |||||
Stock-based compensation | 1,832 | |||||
Loss on equity investment | 53 | |||||
Changes in assets and liabilities: | ||||||
Decrease in inventory | 192 | |||||
Decrease (increase) in accounts receivable | 1,665 | |||||
Decrease (increase) in other assets, current and non-current | (336) | |||||
Decrease (increase) in deferred revenue | (266) | |||||
Decrease in other liabilities, current and non-current | (3,226) | |||||
Decrease in accounts payable | (251) | |||||
Net cash used in operating activities | (12,873) | |||||
Cash flows from investing activities | ||||||
Acquisition of property and equipment | (1,639) | |||||
Investment in marketable securities | (1,991) | |||||
Sale of marketable securities | 4,500 | |||||
Acquisition of intangibles | (468) | |||||
Net cash provided by (used in) investing activities | (1,172) | |||||
Cash flows from financing activities | ||||||
Contributions from noncontrolling interests | 150 | |||||
Payments for shares withheld on vesting | (22) | |||||
Distributions to noncontrolling interests | (120) | |||||
Net cash provided by (used in) financing activities | 8 | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (174) | |||||
Decrease in cash, cash equivalents and restricted cash | (14,211) | |||||
Cash, cash equivalents, and restricted cash at beginning of the year | $ 19,789 | 19,789 | 19,789 | |||
Cash, cash equivalents, and restricted cash at end of the year | 5,578 | 5,578 | $ 19,789 | |||
Cash paid for | ||||||
Income taxes | 142 | |||||
Non-cash investing and financing transactions | ||||||
Capital expenditures included in Accounts payable, accrued expenses and other current liabilities | 197 | |||||
Restatement Adjustments | ||||||
Cash flows from operating activities | ||||||
Net loss | $ (1,613) | (1,613) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Impairment of long lived assets | 1,613 | |||||
Naples Wax LLC | ||||||
Cash flows from investing activities | ||||||
Acquisition net of cash assumed | (1,574) | $ (1,394) | ||||
Naples Wax LLC | Previously Reported | ||||||
Cash flows from investing activities | ||||||
Acquisition net of cash assumed | $ (1,574) |
Restatement of Previously Is_10
Restatement of Previously Issued Financial Statements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Reclassification [Line Items] | ||||
Net loss | $ (11,531) | $ (22,770) | $ (27,741) | $ (32,837) |
Impairment of long-lived assets | (7,878) | $ (7,878) | $ 3,927 | $ 4,669 |
Restatement adjustment | ||||
Reclassification [Line Items] | ||||
Net loss | (1,613) | |||
Impairment of long-lived assets | $ 1,613 | |||
Error Correction, Type [Extensible Enumeration] | xwel:CorrectionInImpairmentAnalysisOnLongLivedAssetsMember |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (11,531) | $ (22,770) | $ (27,741) | $ (32,837) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |