OneSpaWorld Holdings Limited (OSW) 10-Q 6 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2022shares
Document and Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	OneSpaWorld Holdings Limited
Entity Central Index Key	0001758488
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	C5
Entity Tax Identification Number	00-0000000
Entity File Number	001-38843
Entity Address, Address Line One	Office Number 2
Entity Address, Address Line Two	Pineapple Business ParkAirport Industrial Park
Entity Address, Address Line Three	P.O. Box N-624
Entity Address, City or Town	Nassau, Island of New Providence
Entity Address, Country	BS
Entity Address, Postal Zip Code	00000
City Area Code	242
Local Phone Number	322-2670
Title of 12(b) Security	Common Shares, par value (U.S.)$0.0001 per share
Trading Symbol	OSW
Security Exchange Name	NASDAQ
Voting Common Stock [Member]
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding	78,709,037
Non-Voting Common Stock [Member]
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding	13,421,914

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 29,054	$ 30,937
Restricted cash	1,896	1,896
Accounts receivable, net	21,707	19,480
Inventories, net	29,703	29,483
Prepaid expenses	5,824	6,574
Other current assets	619	577
Total current assets	88,803	88,947
Property and equipment, net	13,748	14,107
Intangible assets, net	578,085	582,290
OTHER ASSETS:
Deferred tax asset	70	70
Other non-current assets	5,320	3,454
Total other assets	5,390	3,524
Total assets	686,026	688,868
LIABILITIES:
Accounts payable	17,572	15,846
Accrued expenses	32,022	32,232
Current portion of long-term debt	2,085	1,776
Other current liabilities	829	2,011
Total current liabilities	52,508	51,865
Deferred rent	361	341
Income tax contingency	4,062	4,129
Warrant liabilities	103,900	107,300
Other long-term liabilities	2,449	2,646
Long-term debt, net	228,419	228,683
Total liabilities	391,699	394,964
Commitments and contingencies (Note 12)
Common stock:
Additional paid-in capital	691,001	687,660
Accumulated deficit	(398,084)	(391,768)
Accumulated other comprehensive income (loss)	1,401	(1,997)
Total shareholders' equity	294,327	293,904
Total liabilities and shareholders' equity	686,026	688,868
Voting Common Stock [Member]
Common stock:
Common stock	8	8
Non-Voting Common Stock [Member]
Common stock:
Common stock	$ 1	$ 1

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Voting Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	225,000,000	225,000,000
Common stock, shares issued	78,709,037	78,422,887
Common stock, shares outstanding	78,709,037	78,422,887
Non-Voting Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	13,421,914	13,421,914
Common stock, shares outstanding	13,421,914	13,421,914

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
REVENUES:
REVENUES		$ 87,663	$ 5,590
COST OF REVENUES AND OPERATING EXPENSES:
Administrative		3,833	3,844
Salary, benefits and payroll taxes		8,727	7,652
Amortization of intangible assets		4,206	4,206
Total cost of revenues and operating expenses		94,085	24,481
Loss from operations		(6,422)	(18,891)
OTHER EXPENSE, NET:
Interest expense		(3,407)	(3,351)
Change in fair value of warrant liabilities		3,400	(23,300)
Total other expense , net		(7)	(26,651)
Loss before income tax (benefit) expense		(6,429)	(45,542)
INCOME TAX (BENEFIT) EXPENSE		(113)	26
NET LOSS		$ (6,316)	$ (45,568)
NET LOSS PER VOTING AND NON-VOTING SHARE
Basic and diluted	[1]	$ (0.07)	$ (0.52)
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic and diluted	[1]	92,204	87,121
Service [Member]
REVENUES:
REVENUES		$ 71,162	$ 4,604
COST OF REVENUES AND OPERATING EXPENSES:
Cost of Revenue		62,667	7,484
Product [Member]
REVENUES:
REVENUES		16,501	986
COST OF REVENUES AND OPERATING EXPENSES:
Cost of Revenue		$ 14,652	$ 1,295
[1]	Potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss in this period and the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, restricted share units and warrants.

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Other Comprehensive Income [Abstract]
Net loss	$ (6,316)	$ (45,568)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(242)	112
Net unrealized gain on derivative	3,243	899
Amount realized and reclassified into earnings	397	493
Total other comprehensive income, net of tax	3,398	1,504
Total comprehensive loss	$ (2,918)	$ (44,064)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	At-the- Market Equity Offering [Member]	Common Stock [Member]Voting Common Stock [Member]	Common Stock [Member]Voting Common Stock [Member]At-the- Market Equity Offering [Member]	Common Stock [Member]Non-Voting Common Stock [Member]	Common Stock [Member]Voting and Non-Voting Common Stock [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member]At-the- Market Equity Offering [Member]	Accumulated other comprehensive (loss) income	Accumulated Deficit [Member]
BALANCE at Dec. 31, 2020	$ 320,828					$ 9	$ 649,540		$ (5,475)	$ (323,246)
BALANCE (In Shares) at Dec. 31, 2020			69,292		17,186
Net loss	(45,568)									(45,568)
Stock-based compensation	3,631						3,631
Foreign currency translation adjustment	112								112
Unrecognized gain on derivatives	1,392								1,392
Net of issuance costs		$ 18,475						$ 18,475
Net of issuance costs, Shares				1,712
Common shares issued under equity incentive plan, Shares			673
Conversion of deferred shares into common shares, Shares			1,600
Conversion of public warrants into common shares, Shares			5
BALANCE at Mar. 31, 2021	298,870					9	671,646		(3,971)	(368,814)
BALANCE (In Shares) at Mar. 31, 2021			73,282		17,186
BALANCE at Dec. 31, 2021	293,904					9	687,660		(1,997)	(391,768)
BALANCE (In Shares) at Dec. 31, 2021			78,423		13,422
Net loss	(6,316)									(6,316)
Stock-based compensation	3,286						3,286
Foreign currency translation adjustment	(242)								(242)
Unrecognized gain on derivatives	3,640								3,640
Proceeds from 2021 exercise of public warrants	55						55
Common shares issued under equity incentive plan, Shares			286
BALANCE at Mar. 31, 2022	$ 294,327					$ 9	$ 691,001		$ 1,401	$ (398,084)
BALANCE (In Shares) at Mar. 31, 2022			78,709		13,422

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (6,316)	$ (45,568)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,477	5,882
Amortization of deferred financing costs	257	257
Change in fair value of warrant liabilities	(3,400)	23,300
Stock-based compensation	3,286	3,631
Provision for doubtful accounts		10
Loss from write-offs of property and equipment	10	156
Changes in:
Accounts receivable, net	(2,227)	(267)
Inventories, net	(220)	327
Prepaid expenses	750	1,352
Other current assets	217	(273)
Other non-current assets	192	(20)
Accounts payable	1,726	(294)
Accrued expenses	(210)	2,627
Other current liabilities	(56)	(204)
Income tax contingency	(67)
Deferred rent	20	26
Net cash used in operating activities	(561)	(9,058)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(919)	(367)
Net cash used in investing activities	(919)	(367)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from At-the Market Equity Offering, net of issuance costs paid		18,550
Proceeds from exercise of public warrants	55
Repayment on term loan facilities	(212)
Net cash (used in) provided by financing activities	(157)	18,550
Effect of exchange rate changes on cash	(246)	146
Net (decrease) increase in cash and cash equivalents and restricted cash	(1,883)	9,271
Cash and cash equivalents and restricted cash, Beginning of period	32,833	43,448
Cash and cash equivalents and restricted cash, End of period	30,950	52,719
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income taxes	35	9
Interest	$ 3,350	$ 3,299

ORGANIZATION

ORGANIZATION	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	1. ORGANIZATION OneSpaWorld Holdings Limited (“OneSpaWorld”, the “Company”, “we”, “us”, “our”) is an international business company incorporated under the laws of the Commonwealth of The Bahamas. OneSpaWorld is a global provider and innovator in the fields of health and wellness, fitness and beauty. In facilities on cruise ships and in land-based resorts, the Company strives to create a relaxing and therapeutic environment where guests can receive health and wellness, fitness and beauty services and experiences of the highest quality. The Company’s services include traditional and alternative massage, body and skin treatments, fitness, acupuncture, and Medispa treatments. The Company also sells premium quality health and wellness, fitness and beauty products at its facilities and through its timetospa.com website. The predominant business, based on revenues, is sales of services and products on cruise ships and in land-based resorts, followed by sales of products through the timetospa.com website. Impact of Coronavirus (COVID-19) – Liquidity and Management’s Plans In the face of the global impact of COVID-19, our cruise line partners paused their guest cruise operations and the majority of our land based destination resort spas temporarily closed in mid-March 2020. As of March 31, 2022, our health and wellness centers on 127 ships of our cruise line partners and 48 land based destination resort spas were operating as part of our gradual return to service. The extent of the effects of COVID-19 on our business are uncertain and will depend on future developments, including, but not limited to, the duration and continued severity of COVID-19 and the length of time it takes to return the Company to profitability. The ongoing effects of COVID-19 have had, and will continue to have, a material negative impact on our financial results and liquidity. The estimation of our future liquidity requirements includes numerous assumptions that are subject to various risks and uncertainties. We cannot make assurances that our assumptions used to estimate our liquidity requirements will be realized as assumed or may not change because of the unprecedented environment we are experiencing due to COVID-19. We believe that we have made reasonable estimates and judgments of the impact of COVID-19 within our financial statements, however, there may be material changes to those estimates and judgments in future periods. We have implemented a number of proactive measures to mitigate the financial and operational impacts of COVID-19, including completing a private placement of equity securities and various capital market transactions, reduction of capital expenditures and operating expenses, borrowing on our revolving credit facility, deferring payment of dividends declared and the suspension of our dividend program. To the extent necessary, we will pursue all appropriate actions to optimize our liquidity. Based on the actions the Company has taken as described above, our assumptions regarding the impact of COVID-19, our current resources, our current operations, vessels expected to return to sailing, destination resort spas expected to reopen, and our assumptions regarding the expected performance of our health and wellness center operations onboard vessels and in destination resorts, we have concluded that we will have sufficient liquidity to satisfy our obligations over the next 12 months and comply with all debt covenants as required by our debt agreements. Management cannot predict the magnitude and duration of the negative impact from the COVID-19 pandemic; new events beyond management’s control may have incrementally material adverse impact on the Company’s results of operations, financial position and liquidity.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation, Principles of Consolidation In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in quarterly financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been omitted or condensed pursuant to the SEC’s rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our unaudited financial position, results of operations and cash flows. The unaudited results of operations and cash flows of our interim periods are not necessarily indicative of the results of operations or cash flows that may be expected for the entire fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated and combined financial statements and related notes thereto included in the 2021 10-K. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Actual results could differ from those estimates. The accompanying unaudited condensed consolidated financial statements includes the condensed consolidated balance sheet and statement of operations, comprehensive income (loss), changes in equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation. Restricted Cash These balances include amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of March 31, 2022 and 2021 to the total amount presented in our condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 (in thousands): Balance as of March 31, 2022 2021 Cash and cash equivalents $ 29,054 $ 50,823 Restricted cash 1,896 1,896 Total cash and restricted cash in the condensed consolidated statement of cash flows $ 30,950 $ 52,719 Loss Per Share Basic (loss) earnings per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average number of diluted shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase common shares, and contingently issuable shares. If the entity reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The Company has two classes of common stock, Voting and Non-Voting. Shares of Non-Voting common stock are in all respects identical to and treated equally with shares of Voting common stock except for the absence of voting rights. Basic (loss) income per share is computed by dividing net (loss) income by the weighted average number of Voting and Non-Voting common shares outstanding for the period. Diluted (loss) income per share is computed by dividing net income by the weighted average number of diluted Voting and Non-voting common shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase Voting and Non-Voting common shares. If the entity reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The Company has not presented (loss) income per share under the two-class method, because the (loss) income per share are the same for both Voting and Non-Voting common stock since they are entitled to the same liquidation and dividend rights. The following table provides details underlying OneSpaWorld’s loss per basic and diluted share calculation (in thousands, except per share data): Three Months Ended March 31, 2022 (a) 2021 (a) Numerator: Net loss $ ( 6,316 ) $ ( 45,568 ) Denominator: Weighted average shares outstanding – Basic and diluted 92,204 87,121 Loss per share: Basic and diluted $ ( 0.07 ) $ ( 0.52 ) (a) Potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss in this period and the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, restricted share units and warrants. The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands): Three Months Ended March 31, 2022 2021 Sponsor Warrants 8,000 8,000 Public Warrants 16,145 16,149 2020 PIPE Warrants 5,000 5,000 Deferred shares — 1,565 Employee stock options — 4,376 Restricted stock units 1,580 1,851 Performance stock units 1,044 881 31,769 37,822 Recent Accounting Pronouncements With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance, to the Company. The following summary of recent accounting pronouncements is not intended to be an exhaustive description of the respective pronouncement. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) to increase transparency and comparability among organizations by recognizing rights and obligations resulting from leases as lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The update requires lessees to recognize for all leases with a term of 12 months or more at the commencement date: (a) a lease liability or a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and (b) a right-of-use asset or a lessee’s right to use or control the use of a specified asset for the lease term. Under the update, lessor accounting remains largely unchanged. The update requires a modified retrospective transition approach for leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements and do not require any transition accounting for leases that expire before the earliest comparative period presented. In June 2020, the FASB issued guidance (ASU 2020-05) that defers the effective dates of the lease standard (ASU 2016-02) for entities that have not yet issued financial statements adopting the standard. The update is effective retrospectively for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. We intend to elect the optional transition method, which allows entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company continues to evaluate the effect that the update will have on the Company’s consolidated financial statements. The Company is in the process of starting its initial scoping review, which includes, identifying a complete population of leases to be recorded on the consolidated balance sheet as a lease obligation and right of use asset, comparing accounting policies under current accounting guidance to the new accounting guidance and implementing a new lease accounting system. The Company expects that the update will have a material effect on our consolidated balance sheets due to the recognition of operating lease assets and operating lease liabilities primarily related to the destination resort agreements and office space which will result in a balance sheet presentation that is not comparable to the prior period in the first year of adoption. The Company is currently assessing the expected impact of the future adoption of this guidance. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326).” This ASU amends the FASB’s guidance on the impairment of financial instruments. The ASU adds to U.S. GAAP an impairment model (known as the current expected credit losses model) that is based on an expected losses model rather than an incurred losses model. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The ASU is also intended to reduce the complexity of U.S. GAAP by decreasing the number of impairment models that entities use to account for debt instruments. In November 2019, the FASB issued guidance (ASU 2019-10) that defers the effective dates of the Financial Instruments—Credit Losses standard for entities that have not yet issued financial statements adopting the standard. The update is effective for annual periods beginning after December 15, 2022, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is in the process of starting its initial scoping review and is currently assessing the expected impact of the future adoption of this guidance.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2022
Finite-Lived Intangible Assets, Net [Abstract]
GOODWILL AND INTANGIBLE ASSETS	3. GOODWILL AND INTANGIBLE ASSETS Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of March 31, 2022 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ ( 47,063 ) $ 557,637 39 Destination resort agreements 17,900 ( 3,585 ) 14,315 15 Trade name 6,200 ( 700 ) 5,500 Indefinite-life Licensing agreement 1,000 ( 367 ) 633 8 $ 629,800 $ ( 51,715 ) $ 578,085 The following is a summary of the Company’s intangible assets as of December 31, 2021 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ ( 43,187 ) $ 561,513 39 Destination resort agreements 17,900 ( 3,287 ) 14,613 15 Trade name 6,200 ( 700 ) 5,500 Indefinite-life Licensing agreement 1,000 ( 336 ) 664 8 $ 629,800 $ ( 47,510 ) $ 582,290 The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Amortization expense for the three months ended March 31, 2022 and 2021 was $ 4.2 million for each quarter, respectively. Amortization expense is estimated to be $ 16.8 million in each of the next five years beginning in 2022.

LONG-TERM DEBT

LONG-TERM DEBT	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
LONG-TERM DEBT	4. LONG-TERM DEBT Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate As of As of March 31, December 31, Maturities Through March 31, December 31, First lien term loan facility 4.3 % 4.0 % 2026 $ 202,245 $ 202,457 Second lien term loan facility 7.7 % 7.6 % 2027 25,000 25,000 First lien revolving facility 4.2 % 4.0 % 2024 7,000 7,000 Total debt $ 234,245 $ 234,457 Less: unamortized debt issuance cost ( 3,741 ) ( 3,998 ) Total debt, net of unamortized debt issuance cost 230,504 230,459 Less: current portion of long-term debt $ 2,085 $ 1,776 Long-term debt, net $ 228,419 $ 228,683 The following are scheduled principal repayments on long-term as of March 31, 2022 for each of the next five years (in thousands): Year Amount 2022 $ 1,564 2023 2,085 2024 9,085 2025 2,085 2026 2,085 Thereafter Total 217,341 $ 234,245 On March 19, 2019, the Company entered into (i) senior secured first lien credit facilities (the “First Lien Credit Facilities”) with Goldman Sachs Lending Partners LLC, as administrative agent, and certain lenders, consisting of (x) a term loan facility of $ 208.5 million (of which $ 20 million was borrowed by a subsidiary of the Company) (the “First Lien Term Loan Facility”), (y) a revolving loan facility of up to $ 20 million (the “First Lien Revolving Facility”) and (z) a delayed draw term loan facility of $ 5 million (the “First Lien Delayed Draw Facility”), and (ii) a senior secured second lien term loan facility of $ 25 million with Cortland Capital Market Services LLC, as administrative agent, and Neuberger Berman Alternative Funds, Neuberger Berman Long Short Fund, as lender. (the “Second Lien Term Loan Facility” and, together with the First Lien Term Loan Facility, the “Term Loan Facilities”; the New Term Loan Facilities, together with the First Lien Revolving Facility and the First Lien Delayed Draw Facility, are referred to as the “New Credit Facilities”). The First Lien Revolving Facility includes borrowing capacity available for letters of credit up to $ 5 million. Any issuance of letters of credit reduces the amount available under the New First Lien Revolving Facility. The First Lien Term Loan Facility matures seven years after March 19, 2019, the First Lien Revolving Facility matures five years after March 19, 2019 and the Second Lien Term Loan Facility matures eight years after March 19, 2019. Loans outstanding under the First Lien Credit Facilities will accrue interest at a rate per annum equal to LIBOR plus a margin of 4.00 % , with one step down to 3.75 % upon achievement of a certain leverage ratio, and undrawn amounts under the First Lien Revolving Facility will accrue a commitment fee at a rate per annum of 0.50 % on the average daily undrawn portion of the commitments thereunder, with one step down to 0.325 % upon achievement of a certain leverage ratio. Loans outstanding under the Second Lien Term Loan Facility will accrue interest at a rate per annum equal to LIBOR plus 7.50 %. The obligations under the New Credit Facilities are guaranteed by the Company and each of its direct or indirect wholly-owned subsidiaries organized under the laws of the United States and the Commonwealth of The Bahamas, in each case, other than certain excluded subsidiaries, including, but not limited to, immaterial subsidiaries, non-profit subsidiaries, and any other subsidiary with respect to which the burden or cost of providing a guarantee is excessive in view of the benefits to be obtained by the lenders therefrom. In addition, under the New Credit Facilities, certain of our direct and indirect subsidiaries have granted the lenders a security interest in substantially all of their assets. The Term Loan Facilities require the Company to make certain mandatory prepayments, with (i) 100 % of net cash proceeds of all non-ordinary course asset sales or other dispositions of property, subject to the ability to reinvest such proceeds and certain other exceptions, and subject to step downs if certain leverage ratios are met and (ii) 100 % of the net cash proceeds of any debt incurrence, other than debt permitted under the definitive agreements (but excluding debt incurred to refinance the New Credit Facilities). The Company also is required to make quarterly amortization payments equal to 0.25 % of the original principal amount of the First Lien Term Loan Facility commencing after the first full fiscal quarter after the closing date of the New Credit Facilities (subject to reductions by optional and mandatory prepayments of the loans). The Company may prepay (i) the First Lien Credit Facilities at any time without premium or penalty, subject to payment of customary breakage costs and a customary “soft call,” and (ii) the Second Lien Term Loan Facility at any time without premium or penalty, subject to a customary make-whole premium for any voluntary prepayment prior to the date that is 30 months following the closing date of the New Credit Facilities (the “Callable Date”), following by a call premium of (x) 4.00 % on or prior to the first anniversary of the Callable Date, (y) 2.50 % after the first anniversary but on or prior to the second anniversary of the Callable Date, and (z) 1.50 % after the second anniversary but on or prior to the third anniversary of the Callable Date. During the fourth quarter of 2019, we prepaid principal amounts of $ 5 million of our First Lien Credit Facilities. The New Credit Facilities contain a financial covenant related to the maintenance of a leverage ratio and a number of customary negative covenants including covenants related to the following subjects: consolidations, mergers, and sales of assets; limitations on the incurrence of certain liens; limitations on certain indebtedness; limitations on the ability to pay dividends; and certain affiliate transactions. As of March 31, 2022 and December 31, 2021, the Company was in compliance with all of the covenants contained in the New Credit Facilities. If we do not comply with these covenants, we would have to seek amendments to these covenants from our lenders or evaluate the options to cure the defaults contained in the credit agreements. However, no assurances can be made that such amendments would be approved by our lenders. If an event of default occurs, the lenders under the New Credit Facilities are entitled to take various actions, including the acceleration of amounts due under the New Credit Facilities and all actions permitted to be taken by a secured creditor, subject to customary intercreditor provisions among the first and second lien secured parties, which would have a material adverse impact to our operations and liquidity. Borrowing Capacity: As of March 31, 2022, our available borrowing capacity under the First Lien Revolving Facility was $ 13 million. Utilization of the borrowing capacity was as follows (in thousands): Borrowing Capacity Amount Borrowed First Lien Revolving Facility $ 20,000 $ 7,000

WARRANT LIABILITIES

WARRANT LIABILITIES	3 Months Ended
	Mar. 31, 2022
Warrant Liabilities [Abstract]
WARRANT LIABILITIES	5. WARRANT LIABILITIES Warrant Liabilities Sponsor Warrants As of March 31, 2022 and December 31, 2021, eight million Sponsor Warrants were issued and outstanding. Public Warrants As of March 31, 2022 and December 31, 2021, 16,145,279 Public Warrants were issued and outstanding. 2020 PIPE Warrants As of March 31, 2022 and December 31, 2021, five million 2020 PIPE Warrants were issued and outstanding.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	6. STOCK-BASED COMPENSATION On February 22, 2022, the Company granted 189,640 time-based restricted share units ("RSUs") awards to certain executive officers which one third vested on March 7, 2022, and two-thirds of the RSU’s vest on December 5, 2022. The share-based compensation expense for the three months ended March 31, 2022 and 2021 was $ 3.3 million and $ 3.6 million, respectively, which is included as a component of salary, benefits and payroll taxes in the accompanying condensed consolidated statements of operations. The following is a summary of RSUs activity for the three months ended March 31, 2022: Restricted Share Units Activity Number of Awards Weighted-Average Grant Date Fair Value Outstanding at December 31, 2021 1,498,045 $ 8.76 Granted 189,640 9.69 Vested ( 109,818 ) 12.26 Non-Vested share units as of March 31, 2022 1,577,867 $ 8.63 The following is a summary of performance share units activity for the three months ended March 31, 2022: Performance Share Units Activity Number of Performance -Based Awards Weighted-Average Grant Date Fair Value Outstanding at December 31, 2021 786,971 $ 10.63 Vested ( 176,332 ) 11.35 Non-Vested share units as of March 31, 2022 610,639 $ 10.42

REVENUE RECOGNITION

REVENUE RECOGNITION	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
REVENUE RECOGNITION	7. REVENUE RECOGNITION The Company's revenue generating activities include the following: Service Revenues Service revenues consist primarily of sales of health, wellness and beauty services, including a full range of massage treatments, facial treatments, nutritional/weight management consultations, teeth whitening, mindfulness services and medi-spa services to cruise ship passengers and destination resort guests. Each service or consultation represents a separate performance obligation and revenues are generally recognized immediately upon the completion of our service. Given the short duration of our performance obligation, although some services are recognized over time, there is no difference in the timing of recognition. Product Revenues Product revenues consist primarily of sales of health and wellness products, such as facial skincare, body care, hair care, orthotics and nutritional supplements to cruise ship passengers, destination resort guests and timetospa.com customers. Our Shop & Ship program provides guests the ability to buy retail products onboard and have products shipped directly to their home. Each product unit represents a separate performance obligation. Our performance obligations are satisfied, and revenue is recognized when the customer obtains control of the product, which occurs either at the point of sale for retail sales and at the time of shipping for Shop & Ship and timetospa.com product sales. The Company provides no warranty on products sold. Shipping and handling fees charged to customers are included in net sales. Gift Cards The Company only offers no-fee, non-expiring gift cards to its customers. At the time gift cards are sold, no revenue is recognized; rather, the Company records a contract liability to customers. The liability is relieved, and revenue is recognized equal to the amount redeemed at the time gift cards are redeemed for products or services. The Company records revenue from an estimate of unredeemed gift cards (breakage) in net sales on a pro-rata basis over the time period gift cards are redeemed. At least three years of historical data, updated annually, is used to determine actual redemption patterns. The liability for unredeemed gift cards is included in “Other current liabilities” on the Company's condensed consolidated balance sheets and was $ 0.8 million, as of March 31, 2022 and December 31, 2021. Customer Loyalty Rewards Program The Company initiated a customer loyalty program during October 2019 in which customers earn points based on their spending on timetospa.com . The Company recognizes the estimated net amount of the rewards that will be earned and redeemed as a reduction to net sales at the time of the initial transaction and as tender when the points are subsequently redeemed by a customer. The liability for customer loyalty programs was not material as of March 31, 2022 and December 31, 2021. Contract Balances Receivables from the Company’s contracts with customers are included within accounts receivables, net. Such amounts are typically remitted to us by our cruise line or destination resort partners, except for online sales, and are net of commissions they withhold. Although paid by our cruise line partners, customers are typically required to pay with major credit cards, reducing our credit risk to individual customers. Amounts are billed immediately, and our cruise line and destination resort partners typically remit payments to us within 30 days. As of March 31, 2022 and December 31, 2021, our receivables from contracts with customers were $ 21.7 million and $ 19.5 million, respectively. Our contract liabilities for gift cards and customer loyalty programs are described above. Disaggregation of Revenue and Segment Reporting The Company operates facilities on cruise ships and in destination resorts, where we provide health, fitness, beauty and wellness services and sell related products. The Company also sells health and wellness, fitness and beauty related products through its timetospa.com website which is a post-cruise sales tool where guests may continue their wellness journey after disembarking. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, products, services, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief executive officer, who is the Company’s chief operating decision maker (CODM), in determining how to allocate the Company’s resources and evaluate performance. The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands): Three Months Ended March 31, 2022 2021 Service Revenues: Maritime $ 63,361 $ 155 Destination resorts 7,801 4,449 Total service revenues 71,162 4,604 Product revenues: Maritime 15,164 97 Destination resorts 695 418 Timetospa.com 642 471 Total product revenues 16,501 986 Total revenues $ 87,663 $ 5,590

SEGMENT AND GEOGRAPHICAL INFORM

SEGMENT AND GEOGRAPHICAL INFORMATION	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
SEGMENT AND GEOGRAPHICAL INFORMATION	8. SEGMENT AND GEOGRAPHICAL INFORMATION The Company operates facilities on cruise ships and in destination resort health and wellness centers, which provide health and wellness services and sell beauty products onboard cruise ships and in destination resort health and wellness centers. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, products, services, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief executive officer, who is the Company’s chief operating decision maker (CODM), in determining how to allocate the Company’s resources and evaluate performance. The basis for determining the geographic information below is based on the countries in which the Company operates. The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands): Three Months Ended March 31, 2022 2021 Revenues: U.S. $ 6,396 $ 2,821 Not connected to a country 76,792 252 Other countries 4,475 2,517 Total $ 87,663 $ 5,590 As of March 31, December 31, Property and equipment, net: U.S. $ 5,776 $ 5,951 Not connected to a country 6,496 6,298 Other countries 1,476 1,858 Total $ 13,748 $ 14,107

CHANGES IN ACCUMULATED OTHER CO

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME	9. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME The following table presents the changes in accumulated other comprehensive (loss) income by component for the three months ended March 31, 2022 and 2021, respectively (in thousands): Accumulated Other Comprehensive (Loss) Income for the Three Months Ended March 31, 2022 Accumulated Other Comprehensive (Loss) Income for the Three Months Ended March 31, 2021 Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive (Loss) Income Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive (Loss) Income Accumulated other comprehensive loss, beginning of the period $ ( 673 ) $ ( 1,324 ) $ ( 1,997 ) $ ( 560 ) $ ( 4,915 ) $ ( 5,475 ) Other comprehensive (loss) income before reclassifications ( 242 ) 3,243 3,001 112 899 1,011 Amounts reclassified from accumulated other comprehensive loss - 397 397 - 493 493 Net current period other comprehensive loss (income) ( 242 ) 3,640 3,398 112 1,392 1,504 Ending balance $ ( 915 ) $ 2,316 $ 1,401 $ ( 448 ) $ ( 3,523 ) $ ( 3,971 ) (1) See Note 10.

FAIR VALUE MEASUREMENTS AND DER

FAIR VALUE MEASUREMENTS AND DERIVATIVES	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS AND DERIVATIVES	10. FAIR VALUE MEASUREMENTS AND DERIVATIVES Fair Value Measurements Cash and cash equivalents at March 31, 2022 and December 31, 2021 are comprised of cash and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions. Restricted cash at March 31, 2022 and December 31, 2021 is comprised of amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment and is categorized as a Level 1 instrument. The fair value of outstanding long-term debt as of March 31, 2022 and December 31, 2021 is estimated using a discounted cash flow analysis based on current market interest rates for debt issuances with similar remaining years-to-maturity and adjusted for credit risk, which represents a Level 3 measurement in the fair value hierarchy. The carrying amounts and estimated fair values of the Company's cash, restricted cash and long-term debt were as follows (in thousands): March 31, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash $ 29,054 $ 29,054 $ 30,937 $ 30,937 Restricted cash 1,896 1,896 1,896 1,896 Total cash $ 30,950 $ 30,950 $ 32,833 $ 32,833 First lien term loan facility $ 202,245 $ 200,940 $ 202,457 198,580 Second lien term loan facility 25,000 22,710 25,000 23,570 Term credit agreement 7,000 6,970 7,000 6,890 Total debt $ 234,245 $ 230,620 $ 234,457 $ 229,040 Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands): Fair Value Measurements at March 31, 2022 Fair Value Measurements at December 31, 2021 Description Balance Sheet Location Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Derivative financial instruments (1) Other current assets $ 259 $ - $ 259 $ - $ - $ - $ - $ - Derivative financial instruments (1) Other non-current assets 2,058 - 2,058 - - - - - Total Assets $ 2,317 $ - $ 2,317 $ - $ - $ - $ - $ - Liabilities: Derivative financial instruments (1) Other current liabilities $ - $ - $ - $ - $ 1,126 $ - $ 1,126 $ - Warrants Warrant liabilities 103,900 - 103,900 - 107,300 - 107,300 - Derivative financial instruments (1) Other long term liabilities - - - - 197 - 197 - Total Liabilities $ 103,900 $ - $ 103,900 $ - $ 108,623 $ - $ 108,623 $ - (1) Consists of an interest rate swap. Warrants Public and 2020 PIPE Warrants The fair value of the Public and 2020 PIPE Warrants are considered a Level 2 valuation and are determined using the Monte Carlo model. The significant assumptions which the Company used in the model are: March 31, December 31, 2021 Public Warrants 2020 PIPE Warrants Public Warrants 2020 PIPE Warrants Stock price $ 10.20 $ 10.20 $ 10.02 $ 10.02 Strike price $ 11.50 $ 5.75 $ 11.50 $ 5.75 Remaining life (in years) 1.97 3.20 2.22 3.45 Volatility 64 % 64 % 68 % 68 % Interest rate 2.25 % 2.43 % 0.78 % 1.03 % Redemption price $ 18.00 $ 14.50 $ 18.00 $ 14.50 Sponsor Warrants The fair value of the Sponsor Warrants is considered a Level 2 valuation and is determined using the Black-Sholes model. The significant assumptions which the Company used in the model are: March 31, 2022 December 31, 2021 Stock price $ 10.20 $ 10.02 Strike price $ 11.50 $ 11.50 Remaining life (in years) 1.97 2.22 Volatility 64 % 68 % Interest rate 2.25 % 0.80 % Dividend yield 0.0 % 0.0 % Derivatives Market risk associated with the Company’s long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. These instruments are recorded on the balance sheet at their fair value and are designated as hedges. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. The Company assesses whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of its hedged forecasted transactions. The Company uses regression analysis for this hedge relationship and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective agreement without an exchange of the underlying notional amount. The Company classifies derivative instrument cash flows from hedges of benchmark interest rate as operating activities due to the nature of the hedged item. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. The Company monitors concentrations of credit risk associated with financial and other institutions with which the Company conducts significant business. Credit risk, including, but not limited to, counterparty nonperformance under derivatives, is not considered significant, as the Company primarily conducts business with large, well-established financial institutions with which the Company has established relationships, and which have credit risks acceptable to the Company. The Company does not anticipate non-performance by its counterparty. The amount of the Company’s credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position. In September 2019, the Company entered into a floating-to-fixed interest rate swap agreement to make a series of payments based on a fixed interest rate of 1.457 % and receive a series of payments based on the greater of 1 Month USD LIBOR or Strike which is used to hedge the Company’s exposure to changes in cash flows associated with its variable rate Term Loan Facilities and has designated this derivative as a cash flow hedge. Both the fixed and floating payment streams are based on a notional amount of $ 174.7 million at the inception of the contract. The interest rate swap agreement has a maturity date of September 19, 2024 . As of March 31, 2022 and December 31, 2021, the notional amount is $ 121.7 million and $ 127.7 million, respectively. There was no ineffectiveness related to the interest rate swaps. The gain or loss on the derivative is recorded as a component of accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. The Company expects to reclassify $ 0.3 million of income from accumulated other comprehensive income (loss) into interest expense within the next twelve months. The fair value of the interest rate swap contract is measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observable market interest rate curves. The interest rate swap contract was categorized as Level 2 in the fair value hierarchy. The Company is not required to post cash collateral related to this derivative instrument. The effect of the interest rate swap contract designated as cash flows hedging instrument on the condensed consolidated financial statements was as follows (in thousands): Derivative Amount of Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain Reclassified From Accumulated Other Comprehensive Income (Loss) into Income Amount of Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Interest rate swap $ 3,243 $ 899 Interest expense $ 397 $ 493 Total $ 3,243 $ 899 $ 397 $ 493

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	11. INCOME TAXES The Company recorded an income tax (benefit) expense of approximately $( 0.1 ) million and $ 0.03 million for the three months ended March 31, 2022 and 2021, respectively. The difference between the expected provision for income taxes using the 21 % U.S. federal income tax rate and the Company’s actual provision is primarily attributable to the change in valuation allowance, foreign rate differential including income earned in jurisdictions not subject to income taxes and withholding taxes due in various jurisdictions. For the three months ended March 31, 2022, the Company recognized a discrete tax benefit as a result of the filing of an amended return which is expected to result in a federal income tax refund of approximately $ 0.1 million. For the three months ended March 31, 2021, the Company recorded a $ 0.5 million tax expense related to the establishment of a valuation allowance in jurisdictions where the Company has concluded that it is more likely than not that the deferred tax assets are not realizable.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	12. COMMITMENTS AND CONTINGENCIES We are routinely involved in legal proceedings, disputes, regulatory matters, and various claims and lawsuits that have been filed or are pending against us, including as noted below, arising in the ordinary course of our business. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically limited to our deductible amount. Nonetheless, the ultimate outcome of those claims and lawsuits that are not covered by insurance cannot be determined at this time. We have evaluated our overall exposure with respect to all of our legal proceedings, threatened and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure. We are currently unable to estimate any other potential contingent losses beyond those accrued, as discovery is not complete and adequate information is not available to estimate such range of loss or potential recovery. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will be material to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery. In February 2020, the Company received a formal assessment of $ 1.9 million by a foreign tax authority over how the value added tax (“VAT”) law was applied on the change in the ultimate beneficial ownership of one of our subsidiaries as result of the business combination in March 2019. The Company is disputing the assessment and has recorded an accrual of $ 1.2 million for this matter as of March 31, 2022 and December 31, 2021, and is included in “Accrued expenses” on the Company's condensed consolidated balance sheets. The Company believes the ultimate outcome of this matter will not have a material adverse impact on the consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation, Principles of Consolidation	Basis of Presentation, Principles of Consolidation In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in quarterly financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been omitted or condensed pursuant to the SEC’s rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our unaudited financial position, results of operations and cash flows. The unaudited results of operations and cash flows of our interim periods are not necessarily indicative of the results of operations or cash flows that may be expected for the entire fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated and combined financial statements and related notes thereto included in the 2021 10-K. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Actual results could differ from those estimates. The accompanying unaudited condensed consolidated financial statements includes the condensed consolidated balance sheet and statement of operations, comprehensive income (loss), changes in equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation.
Restricted Cash	Restricted Cash These balances include amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of March 31, 2022 and 2021 to the total amount presented in our condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 (in thousands): Balance as of March 31, 2022 2021 Cash and cash equivalents $ 29,054 $ 50,823 Restricted cash 1,896 1,896 Total cash and restricted cash in the condensed consolidated statement of cash flows $ 30,950 $ 52,719
Loss Per Share	Loss Per Share Basic (loss) earnings per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average number of diluted shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase common shares, and contingently issuable shares. If the entity reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The Company has two classes of common stock, Voting and Non-Voting. Shares of Non-Voting common stock are in all respects identical to and treated equally with shares of Voting common stock except for the absence of voting rights. Basic (loss) income per share is computed by dividing net (loss) income by the weighted average number of Voting and Non-Voting common shares outstanding for the period. Diluted (loss) income per share is computed by dividing net income by the weighted average number of diluted Voting and Non-voting common shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase Voting and Non-Voting common shares. If the entity reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The Company has not presented (loss) income per share under the two-class method, because the (loss) income per share are the same for both Voting and Non-Voting common stock since they are entitled to the same liquidation and dividend rights. The following table provides details underlying OneSpaWorld’s loss per basic and diluted share calculation (in thousands, except per share data): Three Months Ended March 31, 2022 (a) 2021 (a) Numerator: Net loss $ ( 6,316 ) $ ( 45,568 ) Denominator: Weighted average shares outstanding – Basic and diluted 92,204 87,121 Loss per share: Basic and diluted $ ( 0.07 ) $ ( 0.52 ) (a) Potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss in this period and the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, restricted share units and warrants. The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands): Three Months Ended March 31, 2022 2021 Sponsor Warrants 8,000 8,000 Public Warrants 16,145 16,149 2020 PIPE Warrants 5,000 5,000 Deferred shares — 1,565 Employee stock options — 4,376 Restricted stock units 1,580 1,851 Performance stock units 1,044 881 31,769 37,822
Recent Accounting Pronouncements	Recent Accounting Pronouncements With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance, to the Company. The following summary of recent accounting pronouncements is not intended to be an exhaustive description of the respective pronouncement. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) to increase transparency and comparability among organizations by recognizing rights and obligations resulting from leases as lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The update requires lessees to recognize for all leases with a term of 12 months or more at the commencement date: (a) a lease liability or a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and (b) a right-of-use asset or a lessee’s right to use or control the use of a specified asset for the lease term. Under the update, lessor accounting remains largely unchanged. The update requires a modified retrospective transition approach for leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements and do not require any transition accounting for leases that expire before the earliest comparative period presented. In June 2020, the FASB issued guidance (ASU 2020-05) that defers the effective dates of the lease standard (ASU 2016-02) for entities that have not yet issued financial statements adopting the standard. The update is effective retrospectively for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. We intend to elect the optional transition method, which allows entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company continues to evaluate the effect that the update will have on the Company’s consolidated financial statements. The Company is in the process of starting its initial scoping review, which includes, identifying a complete population of leases to be recorded on the consolidated balance sheet as a lease obligation and right of use asset, comparing accounting policies under current accounting guidance to the new accounting guidance and implementing a new lease accounting system. The Company expects that the update will have a material effect on our consolidated balance sheets due to the recognition of operating lease assets and operating lease liabilities primarily related to the destination resort agreements and office space which will result in a balance sheet presentation that is not comparable to the prior period in the first year of adoption. The Company is currently assessing the expected impact of the future adoption of this guidance. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326).” This ASU amends the FASB’s guidance on the impairment of financial instruments. The ASU adds to U.S. GAAP an impairment model (known as the current expected credit losses model) that is based on an expected losses model rather than an incurred losses model. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The ASU is also intended to reduce the complexity of U.S. GAAP by decreasing the number of impairment models that entities use to account for debt instruments. In November 2019, the FASB issued guidance (ASU 2019-10) that defers the effective dates of the Financial Instruments—Credit Losses standard for entities that have not yet issued financial statements adopting the standard. The update is effective for annual periods beginning after December 15, 2022, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is in the process of starting its initial scoping review and is currently assessing the expected impact of the future adoption of this guidance.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Reconciles Cash, Cash Equivalents and Restricted Cash	The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of March 31, 2022 and 2021 to the total amount presented in our condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 (in thousands): Balance as of March 31, 2022 2021 Cash and cash equivalents $ 29,054 $ 50,823 Restricted cash 1,896 1,896 Total cash and restricted cash in the condensed consolidated statement of cash flows $ 30,950 $ 52,719
Summary of Loss per Basic and Diluted Share Calculation	The following table provides details underlying OneSpaWorld’s loss per basic and diluted share calculation (in thousands, except per share data): Three Months Ended March 31, 2022 (a) 2021 (a) Numerator: Net loss $ ( 6,316 ) $ ( 45,568 ) Denominator: Weighted average shares outstanding – Basic and diluted 92,204 87,121 Loss per share: Basic and diluted $ ( 0.07 ) $ ( 0.52 ) (a) Potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss in this period and the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, restricted share units and warrants.
Summary of Number of Antidilutive Potential Common Shares	The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands): Three Months Ended March 31, 2022 2021 Sponsor Warrants 8,000 8,000 Public Warrants 16,145 16,149 2020 PIPE Warrants 5,000 5,000 Deferred shares — 1,565 Employee stock options — 4,376 Restricted stock units 1,580 1,851 Performance stock units 1,044 881 31,769 37,822

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2022
Finite-Lived Intangible Assets, Net [Abstract]
Summary of Cost, Accumulated Amortization, and Net Balance of the Definite-Lived Intangible Assets	The following is a summary of the Company’s intangible assets as of March 31, 2022 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ ( 47,063 ) $ 557,637 39 Destination resort agreements 17,900 ( 3,585 ) 14,315 15 Trade name 6,200 ( 700 ) 5,500 Indefinite-life Licensing agreement 1,000 ( 367 ) 633 8 $ 629,800 $ ( 51,715 ) $ 578,085 The following is a summary of the Company’s intangible assets as of December 31, 2021 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ ( 43,187 ) $ 561,513 39 Destination resort agreements 17,900 ( 3,287 ) 14,613 15 Trade name 6,200 ( 700 ) 5,500 Indefinite-life Licensing agreement 1,000 ( 336 ) 664 8 $ 629,800 $ ( 47,510 ) $ 582,290

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate As of As of March 31, December 31, Maturities Through March 31, December 31, First lien term loan facility 4.3 % 4.0 % 2026 $ 202,245 $ 202,457 Second lien term loan facility 7.7 % 7.6 % 2027 25,000 25,000 First lien revolving facility 4.2 % 4.0 % 2024 7,000 7,000 Total debt $ 234,245 $ 234,457 Less: unamortized debt issuance cost ( 3,741 ) ( 3,998 ) Total debt, net of unamortized debt issuance cost 230,504 230,459 Less: current portion of long-term debt $ 2,085 $ 1,776 Long-term debt, net $ 228,419 $ 228,683
Schedule of Principal Repayments on Long-term Debt	The following are scheduled principal repayments on long-term as of March 31, 2022 for each of the next five years (in thousands): Year Amount 2022 $ 1,564 2023 2,085 2024 9,085 2025 2,085 2026 2,085 Thereafter Total 217,341 $ 234,245
Schedule of Borrowing Capacity and Amount Borrowed	As of March 31, 2022, our available borrowing capacity under the First Lien Revolving Facility was $ 13 million. Utilization of the borrowing capacity was as follows (in thousands): Borrowing Capacity Amount Borrowed First Lien Revolving Facility $ 20,000 $ 7,000

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Summary of Restricted Stock Units Activity	The following is a summary of RSUs activity for the three months ended March 31, 2022: Restricted Share Units Activity Number of Awards Weighted-Average Grant Date Fair Value Outstanding at December 31, 2021 1,498,045 $ 8.76 Granted 189,640 9.69 Vested ( 109,818 ) 12.26 Non-Vested share units as of March 31, 2022 1,577,867 $ 8.63
Summary of PSUs Activity	The following is a summary of performance share units activity for the three months ended March 31, 2022: Performance Share Units Activity Number of Performance -Based Awards Weighted-Average Grant Date Fair Value Outstanding at December 31, 2021 786,971 $ 10.63 Vested ( 176,332 ) 11.35 Non-Vested share units as of March 31, 2022 610,639 $ 10.42

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Summary of Disaggregation of Revenue By Revenue Source and Operating Segment	The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands): Three Months Ended March 31, 2022 2021 Service Revenues: Maritime $ 63,361 $ 155 Destination resorts 7,801 4,449 Total service revenues 71,162 4,604 Product revenues: Maritime 15,164 97 Destination resorts 695 418 Timetospa.com 642 471 Total product revenues 16,501 986 Total revenues $ 87,663 $ 5,590

SEGMENT AND GEOGRAPHICAL INFO_2

SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Summary of Geographic Information	The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands): Three Months Ended March 31, 2022 2021 Revenues: U.S. $ 6,396 $ 2,821 Not connected to a country 76,792 252 Other countries 4,475 2,517 Total $ 87,663 $ 5,590 As of March 31, December 31, Property and equipment, net: U.S. $ 5,776 $ 5,951 Not connected to a country 6,496 6,298 Other countries 1,476 1,858 Total $ 13,748 $ 14,107

CHANGES IN ACCUMULATED OTHER _2

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables)	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Schedule of Changes in Accumulated Other Comprehensive (Loss) Income	The following table presents the changes in accumulated other comprehensive (loss) income by component for the three months ended March 31, 2022 and 2021, respectively (in thousands): Accumulated Other Comprehensive (Loss) Income for the Three Months Ended March 31, 2022 Accumulated Other Comprehensive (Loss) Income for the Three Months Ended March 31, 2021 Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive (Loss) Income Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive (Loss) Income Accumulated other comprehensive loss, beginning of the period $ ( 673 ) $ ( 1,324 ) $ ( 1,997 ) $ ( 560 ) $ ( 4,915 ) $ ( 5,475 ) Other comprehensive (loss) income before reclassifications ( 242 ) 3,243 3,001 112 899 1,011 Amounts reclassified from accumulated other comprehensive loss - 397 397 - 493 493 Net current period other comprehensive loss (income) ( 242 ) 3,640 3,398 112 1,392 1,504 Ending balance $ ( 915 ) $ 2,316 $ 1,401 $ ( 448 ) $ ( 3,523 ) $ ( 3,971 ) (1) See Note 10.

FAIR VALUE MEASUREMENTS AND D_2

FAIR VALUE MEASUREMENTS AND DERIVATIVES (Tables)	3 Months Ended
	Mar. 31, 2022
Summary of Carrying Amounts and Estimated Fair Values of the Company's Cash, Restricted Cash, and Long-term Debt	The carrying amounts and estimated fair values of the Company's cash, restricted cash and long-term debt were as follows (in thousands): March 31, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash $ 29,054 $ 29,054 $ 30,937 $ 30,937 Restricted cash 1,896 1,896 1,896 1,896 Total cash $ 30,950 $ 30,950 $ 32,833 $ 32,833 First lien term loan facility $ 202,245 $ 200,940 $ 202,457 198,580 Second lien term loan facility 25,000 22,710 25,000 23,570 Term credit agreement 7,000 6,970 7,000 6,890 Total debt $ 234,245 $ 230,620 $ 234,457 $ 229,040
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands): Fair Value Measurements at March 31, 2022 Fair Value Measurements at December 31, 2021 Description Balance Sheet Location Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Derivative financial instruments (1) Other current assets $ 259 $ - $ 259 $ - $ - $ - $ - $ - Derivative financial instruments (1) Other non-current assets 2,058 - 2,058 - - - - - Total Assets $ 2,317 $ - $ 2,317 $ - $ - $ - $ - $ - Liabilities: Derivative financial instruments (1) Other current liabilities $ - $ - $ - $ - $ 1,126 $ - $ 1,126 $ - Warrants Warrant liabilities 103,900 - 103,900 - 107,300 - 107,300 - Derivative financial instruments (1) Other long term liabilities - - - - 197 - 197 - Total Liabilities $ 103,900 $ - $ 103,900 $ - $ 108,623 $ - $ 108,623 $ - (1) Consists of an interest rate swap.
Significant Assumptions used in the Model to Determine Fair Value of Warrants	The fair value of the Public and 2020 PIPE Warrants are considered a Level 2 valuation and are determined using the Monte Carlo model. The significant assumptions which the Company used in the model are: March 31, December 31, 2021 Public Warrants 2020 PIPE Warrants Public Warrants 2020 PIPE Warrants Stock price $ 10.20 $ 10.20 $ 10.02 $ 10.02 Strike price $ 11.50 $ 5.75 $ 11.50 $ 5.75 Remaining life (in years) 1.97 3.20 2.22 3.45 Volatility 64 % 64 % 68 % 68 % Interest rate 2.25 % 2.43 % 0.78 % 1.03 % Redemption price $ 18.00 $ 14.50 $ 18.00 $ 14.50
Schedule of Interest Rate Derivatives	The effect of the interest rate swap contract designated as cash flows hedging instrument on the condensed consolidated financial statements was as follows (in thousands): Derivative Amount of Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain Reclassified From Accumulated Other Comprehensive Income (Loss) into Income Amount of Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Interest rate swap $ 3,243 $ 899 Interest expense $ 397 $ 493 Total $ 3,243 $ 899 $ 397 $ 493
Monte Carlo Model [Member]
Significant Assumptions used in the Model to Determine Fair Value of Warrants	The fair value of the Sponsor Warrants is considered a Level 2 valuation and is determined using the Black-Sholes model. The significant assumptions which the Company used in the model are: March 31, 2022 December 31, 2021 Stock price $ 10.20 $ 10.02 Strike price $ 11.50 $ 11.50 Remaining life (in years) 1.97 2.22 Volatility 64 % 68 % Interest rate 2.25 % 0.80 % Dividend yield 0.0 % 0.0 %

ORGANIZATION - Additional Infor

ORGANIZATION - Additional Information (Details)	Mar. 31, 2022Spa
Number of Spa resumed operations onboard cruise ships	127
Number of Spa resumed operations in land based destination resorts	48

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Reconciles Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 29,054	$ 30,937	$ 50,823
Restricted cash	1,896	1,896	1,896
Total cash and restricted cash in the condensed consolidated statement of cash flows	$ 30,950	$ 32,833	$ 52,719	$ 43,448

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Loss per Basic and Diluted Share Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Accounting Policies [Abstract]
Net loss	[1]	$ (6,316)	$ (45,568)
Weighted average shares outstanding - Basic and diluted	[1]	92,204	87,121
Loss per share:
Basic and diluted	[1]	$ (0.07)	$ (0.52)
[1]	Potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss in this period and the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, restricted share units and warrants.

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Number of Antidilutive Potential Common Shares (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	31,769	37,822
Sponsor Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	8,000	8,000
Public Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	16,145	16,149
2020 PIPE Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	5,000	5,000
Deferred shares [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount		1,565
Employee Stock Option [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount		4,376
Restricted Stock Units [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,580	1,851
Performance Stock Units [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,044	881

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill And Intangible Assets Disclosure [Line Items]
Amortization of intangible assets	$ 4,206	$ 4,206
Estimated amortization expense in 2022	16,800
Estimated amortization expense in 2023	16,800
Estimated amortization expense in 2024	16,800
Estimated amortization expense in 2025	16,800
Estimated amortization expense in 2026	$ 16,800

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS - Summary of Cost, Accumulated Amortization, and Net Balance of the Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cost	$ 629,800	$ 629,800
Accumulated Amortization and Impairment	(51,715)	(47,510)
Net Balance	578,085	582,290
Retail Concession Agreements [Member]
Cost	604,700	604,700
Accumulated Amortization and Impairment	(47,063)	(43,187)
Net Balance	$ 557,637	$ 561,513
Weighted Average Amortization Period (in years)	39 years	39 years
Destination Resort Agreements [Member]
Cost	$ 17,900	$ 17,900
Accumulated Amortization and Impairment	(3,585)	(3,287)
Net Balance	$ 14,315	$ 14,613
Weighted Average Amortization Period (in years)	15 years	15 years
Licensing Agreements [Member]
Cost	$ 1,000	$ 1,000
Accumulated Amortization and Impairment	(367)	(336)
Net Balance	$ 633	$ 664
Weighted Average Amortization Period (in years)	8 years	8 years
Trade Name [Member]
Cost	$ 6,200	$ 6,200
Accumulated Amortization and Impairment	(700)	(700)
Net Balance	$ 5,500	$ 5,500
Weighted Average Amortization Period (in years)	Indefinite-life	Indefinite-life

LONG-TERM DEBT - Summary of Lon

LONG-TERM DEBT - Summary of Long-term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2022
Total debt	$ 234,457	$ 234,245
Less: unamortized debt issuance cost	(3,998)	(3,741)
Total debt, net of unamortized debt issuance cost	230,459	230,504
Less: current portion of long-term debt	1,776	2,085
Long-term debt, net	$ 228,683	$ 228,419
First Lien Term Loan Facility [Member]
Long-term debt, Interest Rate	4.00%	4.30%
Long-term debt, Maturities	2026
Total debt	$ 202,457	$ 202,245
Second Lien Term Loan Facility [Member]
Long-term debt, Interest Rate	7.60%	7.70%
Long-term debt, Maturities	2027
Total debt	$ 25,000	$ 25,000
First Lien Revolving Facility [Member]
Long-term debt, Interest Rate	4.00%	4.20%
Long-term debt, Maturities	2024
Total debt	$ 7,000	$ 7,000

LONG-TERM DEBT - Schedule of Pr

LONG-TERM DEBT - Schedule of Principal Repayments on Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2022	$ 1,564
2023	2,085
2024	9,085
2025	2,085
2026	2,085
Thereafter Total	217,341
Total debt	$ 234,245	$ 234,457

LONG-TERM DEBT - Additional Inf

LONG-TERM DEBT - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2019	Mar. 19, 2019
Commitment Fee Rate			0.50%
Commitment Fee Rate On Achievement Of Leverage Ratio			0.325%
Percentage of net cash proceeds on asset sales or other property dispositions	100.00%
Percentage of net cash proceeds on debt incurrence	100.00%
Quarterly amortization payments	0.25%
Debt instrument, covenant compliance	As of March 31, 2022 and December 31, 2021, the Company was in compliance with all of the covenants contained in the New Credit Facilities.
Prior to the first anniversary [Member]
Call premium	4.00%
After the first anniversary [Member]
Call premium	2.50%
After the second anniversary [Member]
Call premium	1.50%
First Lien Credit Facilities [Member]
Maximum borrowing capacity			$ 208,500
Debt instrument variable rate basis	LIBOR plus a margin of 4.00%
Debt instrument variable rate basis			4.00%
Debt instrument variable rate basis			3.75%
Prepayment of principal amount		$ 5,000
First Lien Term Loan Facility [Member]
Debt instrument face amount			$ 20,000
Debt instrument term			7 years
First Lien Revolving Facility [Member]
Maximum borrowing capacity	$ 20,000		$ 20,000
Debt instrument term			5 years
Available borrowing capacity	$ 13,000
First Lien Revolving Facility [Member] | Letter of Credit [Member]
Maximum borrowing capacity			$ 5,000
First Lien Delayed Draw Facility [Member]
Debt instrument face amount			5,000
Second Lien Term Loan Facility [Member]
Maximum borrowing capacity			$ 25,000
Debt instrument term			8 years
Debt instrument variable rate basis	LIBOR plus 7.50
Debt instrument variable rate basis			7.50%

LONG-TERM DEBT - Schedule of Bo

LONG-TERM DEBT - Schedule of Borrowing Capacity and Amount Borrowed (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 19, 2019
Amount Borrowed	$ 234,245	$ 234,457
First Lien Revolving Facility [Member]
Borrowing Capacity	20,000		$ 20,000
Amount Borrowed	$ 7,000	$ 7,000

WARRANT LIABILITIES - Additiona

WARRANT LIABILITIES - Additional Information (Details) - shares	Mar. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrants and rights outstanding	16,145,279	16,145,279
2020 PIPE Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding	5,000,000	5,000,000
Sponsor Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding	8,000,000	8,000,000

STOCK-BASED COMPENSATION - Addi

STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ in Millions	Dec. 05, 2022	Mar. 07, 2022	Feb. 22, 2022	Mar. 31, 2022	Mar. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense				$ 3.3	$ 3.6
Restricted Stock Award [Member] | Executive officers [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of awards granted to certain employees			189,640
Vesting rights, Percentage		33.33%
Restricted Stock Award [Member] | Executive officers [Member] | Forecast [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting rights, Percentage	66.67%
Restricted Share Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of awards granted to certain employees				189,640

STOCK-BASED COMPENSATION - Summ

STOCK-BASED COMPENSATION - Summary of Restricted Share Units Activity (Details) - Restricted Share Units [Member]	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of awards, Non-vested | shares	1,498,045
Number of awards, Granted | shares	189,640
Number of awards, Vested | shares	(109,818)
Number of awards, Non-vested | shares	1,577,867
Weighted-average grant date fair value, Non-vested | $ / shares	$ 8.76
Weighted-average grant date fair value, Granted | $ / shares	9.69
Weighted-average grant date fair value, Vested | $ / shares	12.26
Weighted-average grant date fair value, Non-vested | $ / shares	$ 8.63

STOCK-BASED COMPENSATION - Su_2

STOCK-BASED COMPENSATION - Summary of PSUs Activity (Details) - Performance Stock Units [Member]	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of awards, Non-vested | shares	786,971
Number of awards, Vested | shares	(176,332)
Number of awards, Non-vested | shares	610,639
Weighted-average grant date fair value, Non-vested | $ / shares	$ 10.63
Weighted-average grant date fair value, Vested | $ / shares	11.35
Weighted-average grant date fair value, Non-vested | $ / shares	$ 10.42

REVENUE RECOGNITION - Additiona

REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accounts Receivable [Member]
Disaggregation Of Revenue [Line Items]
Description of payment terms	customers are typically required to pay with major credit cards, reducing our credit risk to individual customers. Amounts are billed immediately, and our cruise line and destination resort partners typically remit payments to us within 30 days.
Receivables from contracts with customers	$ 21.7	$ 19.5
Other Current Liabilities [Member]
Disaggregation Of Revenue [Line Items]
Liability for unredeemed gift cards	$ 0.8	$ 0.8

REVENUE RECOGNITION - Summary o

REVENUE RECOGNITION - Summary of Disaggregation of Revenue By Revenue Source and Operating Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation Of Revenue [Line Items]
Total revenues	$ 87,663	$ 5,590
Service [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	71,162	4,604
Service [Member] | Maritime [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	63,361	155
Service [Member] | Destination Resorts [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	7,801	4,449
Product [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	16,501	986
Product [Member] | Maritime [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	15,164	97
Product [Member] | Destination Resorts [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	695	418
Product [Member] | Timetospa.com [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	$ 642	$ 471

SEGMENT AND GEOGRAPHICAL INFO_3

SEGMENT AND GEOGRAPHICAL INFORMATION - Summary of Geographic Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenues:
Revenues	$ 87,663	$ 5,590
Property and equipment, net:
Property and equipment, net	13,748		$ 14,107
U.S. [Member]
Revenues:
Revenues	6,396	2,821
Property and equipment, net:
Property and equipment, net	5,776		5,951
Not connected to a country [Member]
Revenues:
Revenues	76,792	252
Property and equipment, net:
Property and equipment, net	6,496		6,298
Other countries [Member]
Revenues:
Revenues	4,475	$ 2,517
Property and equipment, net:
Property and equipment, net	$ 1,476		$ 1,858

CHANGES IN ACCUMULATED OTHER _3

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME - Summary of Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
BALANCE		$ 293,904	$ 320,828
Total other comprehensive income, net of tax		3,398	1,504
BALANCE		294,327	298,870
Foreign Currency Translation Adjustments [Member]
BALANCE		(673)	(560)
Other comprehensive (loss) income before reclassifications		(242)	112
Total other comprehensive income, net of tax		(242)	112
BALANCE		(915)	(448)
Changes Related to Cash Flow Derivative Hedge [Member]
BALANCE	[1]	(1,324)	(4,915)
Other comprehensive (loss) income before reclassifications	[1]	3,243	899
Amounts reclassified from accumulated other comprehensive loss	[1]	397	493
Total other comprehensive income, net of tax	[1]	3,640	1,392
BALANCE	[1]	2,316	(3,523)
Accumulated Other Comprehensive (Loss) Income
BALANCE		(1,997)	(5,475)
Other comprehensive (loss) income before reclassifications		3,001	1,011
Amounts reclassified from accumulated other comprehensive loss		397	493
Total other comprehensive income, net of tax		3,398	1,504
BALANCE		$ 1,401	$ (3,971)
[1]	See Note 10.

FAIR VALUE MEASUREMENTS AND D_3

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Carrying Amounts and Estimated Fair Values of the Company's Cash, Restricted Cash, and Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Cash	$ 29,054	$ 30,937	$ 50,823
Restricted cash	1,896	1,896	1,896
Total cash and restricted cash in the condensed consolidated statement of cash flows	30,950	32,833	$ 52,719	$ 43,448
Carrying Value [Member]
Debt Instrument [Line Items]
Cash	29,054	30,937
Restricted cash	1,896	1,896
Total cash and restricted cash in the condensed consolidated statement of cash flows	30,950	32,833
Total debt	234,245	234,457
Estimated Fair Value [Member]
Debt Instrument [Line Items]
Cash	29,054	30,937
Restricted cash	1,896	1,896
Total cash and restricted cash in the condensed consolidated statement of cash flows	30,950	32,833
Total debt	230,620	229,040
First Lien Term Loan Facility [Member] | Carrying Value [Member]
Debt Instrument [Line Items]
Total debt	202,245	202,457
First Lien Term Loan Facility [Member] | Estimated Fair Value [Member]
Debt Instrument [Line Items]
Total debt	200,940	198,580
Second Lien Term Loan Facility [Member] | Carrying Value [Member]
Debt Instrument [Line Items]
Total debt	25,000	25,000
Second Lien Term Loan Facility [Member] | Estimated Fair Value [Member]
Debt Instrument [Line Items]
Total debt	22,710	23,570
Term Credit Agreement [Member] | Carrying Value [Member]
Debt Instrument [Line Items]
Total debt	7,000	7,000
Term Credit Agreement [Member] | Estimated Fair Value [Member]
Debt Instrument [Line Items]
Total debt	$ 6,970	$ 6,890

FAIR VALUE MEASUREMENTS AND D_4

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets
Fair value of assets	$ 2,317
Liabilities:
Fair value of liabilities	103,900	$ 108,623
Derivative Financial Instruments [Member] | Other Current Assets [Member]
Assets
Fair value of assets	259
Derivative Financial Instruments [Member] | Other Noncurrent Assets [Member]
Assets
Fair value of assets	2,058
Derivative Financial Instruments [Member] | Other Current Liabilities [Member]
Liabilities:
Fair value of liabilities		1,126
Derivative Financial Instruments [Member] | Warrant Liabilities [Member]
Liabilities:
Fair value of liabilities	103,900	107,300
Derivative Financial Instruments [Member] | Other Long Term Liabilities [Member]
Liabilities:
Fair value of liabilities		197
Fair Value, Inputs, Level 2 [Member]
Assets
Fair value of assets	2,317
Liabilities:
Fair value of liabilities	103,900	108,623
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Other Current Assets [Member]
Assets
Fair value of assets	259
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Other Noncurrent Assets [Member]
Assets
Fair value of assets	2,058
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Other Current Liabilities [Member]
Liabilities:
Fair value of liabilities		1,126
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Warrant Liabilities [Member]
Liabilities:
Fair value of liabilities	$ 103,900	107,300
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Other Long Term Liabilities [Member]
Liabilities:
Fair value of liabilities		$ 197

FAIR VALUE MEASUREMENTS AND D_5

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Significant Assumptions used to Determine Fair Value of Public and 2020 PIPE Warrants (Details) - Fair Value, Inputs, Level 2 [Member] - Monte Carlo Model [Member]	Mar. 31, 2022$ / shares	Dec. 31, 2021$ / shares
Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	1 year 11 months 19 days	2 years 2 months 19 days
2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	3 years 2 months 12 days	3 years 5 months 12 days
Stock Price [Member] | Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	10.20	10.02
Stock Price [Member] | 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	10.20	10.02
Strike Price [Member] | Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	11.50	11.50
Strike Price [Member] | 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	5.75	5.75
Volatility [Member] | Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.64	0.68
Volatility [Member] | 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.64	0.68
Interest Rate [Member] | Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.0225	0.0078
Interest Rate [Member] | 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.0243	0.0103
Redemption Price [Member] | Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	18	18
Redemption Price [Member] | 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	14.50	14.50

FAIR VALUE MEASUREMENTS AND D_6

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Significant Assumptions used to Determine Fair Value of Sponsor Warrants (Details) - Fair Value, Inputs, Level 2 [Member] - Black-Sholes Model [Member] - Sponsor Warrants [Member]	Mar. 31, 2022$ / shares	Dec. 31, 2021$ / shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	1 year 11 months 19 days	2 years 2 months 19 days
Stock Price [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	10.20	10.02
Strike Price [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	11.50	11.50
Volatility [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.64	0.68
Interest Rate [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.0225	0.0080
Dividend Yield [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0	0

FAIR VALUE MEASUREMENTS AND D_7

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Additional Information (Details) - Interest Rate Swap [Member] - Cash Flow Hedging [Member] - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2019
Fixed interest rate payments			1.457%
Notional derivative amount at the contract inception,liability	$ 121.7	$ 127.7	$ 174.7
Interest rate swap maturity date	Sep. 19, 2024
Interest rate swap fair value,asset	$ 0.3
Interest rate swap fair value,liability	0.3
Interest rate cash flow hedge gain or loss to be reclassified within the next twelve months	$ 0.3

FAIR VALUE MEASUREMENTS AND D_8

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Interest Rate Swap Contract (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Amount of Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative	$ 3,243	$ 899
Amount of Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income	397	493
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Interest Expense [Member]
Amount of Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative	3,243	899
Amount of Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income	$ 397	$ 493

INCOME TAXES - Additional Infor

INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ (113)	$ 26
U.S. federal income tax rate	21.00%
Discrete tax benefit	$ 100
Tax expense related to establishment of valuation allowance		$ 500

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) $ in Millions	1 Months Ended
	Feb. 29, 2020USD ($)Beneficialownershipsubsidiary	Mar. 31, 2022USD ($)	Dec. 31, 2021USD ($)
Commitment And Contingencies [Line Items]
Assessment amount	$ 1.9
Number of beneficial ownership subsidiaries from business acquisition | Beneficialownershipsubsidiary	1
Accrued Expenses [Member]
Commitment And Contingencies [Line Items]
Accrual for disputing assessment		$ 1.2	$ 1.2