Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 25, 2023 | Jun. 30, 2022 | |
Document and Entity Information [Line Items] | |||
Document Type | 10-K | ||
Entity Interactive Data Current | Yes | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | OneSpaWorld Holdings Limited | ||
Entity Central Index Key | 0001758488 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | 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 Public Float | $ 487,248,664 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity File Number | 001-38843 | ||
Entity Incorporation, State or Country Code | C5 | ||
Entity Address, Address Line One | Office Number 2 | ||
Entity Address, Address Line Two | Pineapple Business ParkAirport Industrial Park | ||
Entity Address, City or Town | Nassau | ||
Entity Address, Country | BS | ||
Entity Address, Address Line Three | P.O. Box N-624 | ||
Entity Address, Postal Zip Code | 00000 | ||
City Area Code | 242 | ||
Local Phone Number | 322-2670 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Miami, Florida | ||
Title of 12(b) Security | Common Shares, par value (U.S.) $0.0001 per share | ||
Trading Symbol | OSW | ||
Security Exchange Name | NASDAQ | ||
Documents Incorporated by Reference | Portions of our Proxy Statement prepared for our 2023 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Voting Common Stock [Member] | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 79,544,055 | ||
Non-Voting Common Stock [Member] | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 13,421,914 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 32,064 | $ 30,937 |
Restricted cash | 1,198 | 1,896 |
Accounts receivable, net | 33,558 | 19,480 |
Inventories, net | 39,835 | 29,483 |
Prepaid expenses | 7,084 | 6,574 |
Other current assets | 4,154 | 577 |
Total current assets | 117,893 | 88,947 |
Property and equipment, net | 14,517 | 14,107 |
Operating lease right-of-use assets, net | 13,932 | |
Intangible assets, net | 565,467 | 582,290 |
OTHER ASSETS: | ||
Deferred tax assets | 227 | 70 |
Other non-current assets | 5,399 | 3,454 |
Total other assets | 5,626 | 3,524 |
Total assets | 717,435 | 688,868 |
LIABILITIES: | ||
Accounts payable | 24,124 | 15,846 |
Accrued expenses | 39,999 | 32,232 |
Current portion of operating leases | 2,239 | |
Current portion of long-term debt | 2,085 | 1,776 |
Other current liabilities | 1,116 | 2,011 |
Total current liabilities | 69,563 | 51,865 |
Deferred rent | 341 | |
Income tax contingency | 3,912 | 4,129 |
Warrant liabilities | 52,900 | 107,300 |
Other long-term liabilities | 2,449 | 2,646 |
Long-term operating leases | 12,101 | |
Long-term debt, net | 210,701 | 228,683 |
Total liabilities | 351,626 | 394,964 |
Commitments and contingencies (Note 13) | ||
Common stock: | ||
Additional paid-in capital | 700,612 | 687,660 |
Accumulated deficit | (338,609) | (391,768) |
Accumulated other comprehensive income (loss) | 3,797 | (1,997) |
Total shareholders' equity | 365,809 | 293,904 |
Total liabilities and shareholders' equity | 717,435 | 688,868 |
Voting Common Stock [Member] | ||
Common stock: | ||
Common stock | 8 | 8 |
Non-Voting Common Stock [Member] | ||
Common stock: | ||
Common stock | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 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 | 79,544,055 | 78,422,887 |
Common stock, shares outstanding | 79,544,055 | 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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
REVENUES | ||||
REVENUES | $ 546,259 | $ 144,031 | $ 120,925 | |
COST OF REVENUES AND OPERATING EXPENSES | ||||
Administrative | 15,777 | 15,526 | 18,957 | |
Salary, benefits and payroll taxes | 35,830 | 28,151 | 20,138 | |
Amortization of intangible assets | 16,823 | 16,829 | 16,823 | |
Goodwill and tradename intangible assets impairment | 190,777 | |||
Total cost of revenues and operating expenses | 531,121 | 196,091 | 385,929 | |
Income (loss) from operations | 15,138 | (52,060) | (265,004) | |
OTHER (EXPENSE) INCOME, NET | ||||
Interest expense and warrant issuance costs | (15,755) | (13,488) | (16,089) | |
Interest income | 55 | 30 | ||
Change in fair value of warrant liabilities | 54,400 | (2,600) | (6,100) | |
Total other income (expense), net | 38,645 | (16,033) | (22,159) | |
Income (loss) before income tax expense | 53,783 | (68,093) | (287,163) | |
INCOME TAX EXPENSE | 624 | 429 | 814 | |
NET INCOME (LOSS) | 53,159 | (68,522) | (287,977) | |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS AND PARENT, RESPECTIVELY | $ 53,159 | $ (68,522) | $ (287,977) | |
NET INCOME (LOSS) PER VOTING AND NON-VOTING SHARE | ||||
Basic | $ 0.57 | $ (0.76) | $ (3.87) | |
Diluted | $ 0.49 | $ (0.76) | $ (3.87) | |
WEIGHTED-AVERAGE SHARES OUTSTANDING | ||||
Basic | 92,507 | 90,134 | 74,359 | |
Diluted | [1] | 95,105 | 90,134 | 74,359 |
Service [Member] | ||||
REVENUES | ||||
REVENUES | $ 446,518 | $ 115,945 | $ 93,682 | |
COST OF REVENUES AND OPERATING EXPENSES | ||||
Cost of Revenue | 375,136 | 108,939 | 107,258 | |
Product [Member] | ||||
REVENUES | ||||
REVENUES | 99,741 | 28,086 | 27,243 | |
COST OF REVENUES AND OPERATING EXPENSES | ||||
Cost of Revenue | $ 87,555 | $ 26,646 | $ 31,976 | |
[1] During the years ended December 31, 2021 and 2020, potential common shares under the treasury stock 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, warrants, deferred shares and restricted stock. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Other Comprehensive Income [Abstract] | |||
Net income (loss) | $ 53,159 | $ (68,522) | $ (287,977) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment | (556) | (113) | (377) |
Net unrealized gain (loss) on derivative | 6,536 | 1,684 | (7,215) |
Amount realized and reclassified into earnings | (186) | 1,907 | 1,398 |
Total other comprehensive income (loss), net of tax | 5,794 | 3,478 | (6,194) |
Total Comprehensive income (loss) | $ 58,953 | $ (65,044) | $ (294,171) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | 2020 Private Placement [Member] | At-the- Market Equity Offering [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] 2020 Private Placement [Member] | Additional Paid-in Capital [Member] At-the- Market Equity Offering [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total Parent's/OneSpaWorld Stockholders' Equity (Deficit) [Member] | Total Parent's/OneSpaWorld Stockholders' Equity (Deficit) [Member] 2020 Private Placement [Member] | Total Parent's/OneSpaWorld Stockholders' Equity (Deficit) [Member] At-the- Market Equity Offering [Member] | Non-Controlling Interest [Member] | Voting Common Stock [Member] Common Stock [Member] | Voting Common Stock [Member] Common Stock [Member] 2020 Private Placement [Member] | Voting Common Stock [Member] Common Stock [Member] At-the- Market Equity Offering [Member] | Non-Voting Common Stock [Member] Common Stock [Member] | Non-Voting Common Stock [Member] Common Stock [Member] 2020 Private Placement [Member] | Voting and Non-Voting Common Stock [Member] Common Stock [Member] | Voting and Non-Voting Common Stock [Member] Common Stock [Member] 2020 Private Placement [Member] |
BALANCE at Dec. 31, 2019 | $ 590,468 | $ 616,888 | $ 719 | $ (35,269) | $ 582,344 | $ 8,124 | $ 6 | ||||||||||||
BALANCE (In Shares) at Dec. 31, 2019 | 61,119 | ||||||||||||||||||
Net income (loss) | (287,977) | (287,977) | (287,977) | ||||||||||||||||
Net of issuance costs | $ 53,407 | $ 10,823 | $ 53,404 | $ 10,823 | $ 53,407 | $ 10,823 | $ 3 | ||||||||||||
Net of issuance costs, Shares | 6,564 | 1,259 | 17,186 | ||||||||||||||||
Reclassification of public warrants to liabilities | (26,500) | (26,500) | (26,500) | ||||||||||||||||
Stock-based compensation | 4,950 | 4,950 | 4,950 | ||||||||||||||||
Foreign currency translation adjustment | (377) | (377) | (377) | ||||||||||||||||
Common shares issued under equity incentive plan, Shares | 251 | ||||||||||||||||||
Unrecognized gain (loss) on derivatives | (5,817) | (5,817) | (5,817) | ||||||||||||||||
Dividends declared | (2,449) | (2,449) | (2,449) | ||||||||||||||||
Distributions to noncontrolling interest | (4,011) | (4,011) | |||||||||||||||||
Purchase of noncontrolling interest | (10,810) | (6,697) | (6,697) | $ (4,113) | |||||||||||||||
Purchase of noncontrolling interest, Shares | 99 | ||||||||||||||||||
Purchase of public warrants | (879) | 879 | 879 | ||||||||||||||||
BALANCE at Dec. 31, 2020 | 320,828 | 649,540 | (5,475) | (323,246) | 320,828 | 9 | |||||||||||||
BALANCE (In Shares) at Dec. 31, 2020 | 69,292 | 17,186 | |||||||||||||||||
Net income (loss) | (68,522) | (68,522) | (68,522) | ||||||||||||||||
Net of issuance costs | $ 27,474 | $ 27,474 | $ 27,474 | ||||||||||||||||
Net of issuance costs, Shares | 2,614 | ||||||||||||||||||
Stock-based compensation | 10,646 | 10,646 | 10,646 | ||||||||||||||||
Foreign currency translation adjustment | (113) | (113) | (113) | ||||||||||||||||
Common shares issued under equity incentive plan, Shares | 1,148 | ||||||||||||||||||
Unrecognized gain (loss) on derivatives | 3,591 | 3,591 | 3,591 | ||||||||||||||||
Conversion of deferred shares into common shares, Shares | 1,600 | ||||||||||||||||||
Conversion of non-voting common shares into voting common shares (In Shares) | 3,764 | (3,764) | |||||||||||||||||
Conversion of public warrants into common shares (In Shares) | 5 | ||||||||||||||||||
BALANCE at Dec. 31, 2021 | 293,904 | 687,660 | (1,997) | (391,768) | 293,904 | 9 | |||||||||||||
BALANCE (In Shares) at Dec. 31, 2021 | 78,423 | 13,422 | |||||||||||||||||
Net income (loss) | 53,159 | 53,159 | 53,159 | ||||||||||||||||
Stock-based compensation | 12,893 | 12,893 | 12,893 | ||||||||||||||||
Foreign currency translation adjustment | (556) | (556) | (556) | ||||||||||||||||
Common shares issued under equity incentive plan, Shares | 1,121 | ||||||||||||||||||
Unrecognized gain (loss) on derivatives | 6,350 | 6,350 | 6,350 | ||||||||||||||||
Proceeds from 2021 exercise of public warrants | 59 | 59 | 59 | ||||||||||||||||
BALANCE at Dec. 31, 2022 | $ 365,809 | $ 700,612 | $ 3,797 | $ (338,609) | $ 365,809 | $ 9 | |||||||||||||
BALANCE (In Shares) at Dec. 31, 2022 | 79,544 | 13,422 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 53,159 | $ (68,522) | $ (287,977) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 22,353 | 22,468 | 24,453 |
Goodwill and trade name impairment charges | 190,777 | ||
Stock-based compensation | 12,893 | 10,646 | 4,950 |
Amortization of deferred financing costs | 1,103 | 1,026 | 1,026 |
Warrant issuance costs | 1,386 | ||
Change in fair value of warrant liabilities | (54,400) | 2,600 | 6,100 |
Provision for doubtful accounts | 18 | 453 | 172 |
Inventories impairment charges | 3,977 | 6,000 | |
Loss from write-offs of property and equipment | 10 | 177 | 90 |
Deferred income taxes | (181) | 89 | 1,575 |
Changes in: | |||
Accounts receivable | (14,096) | (16,939) | 27,347 |
Inventories | (10,352) | (6,260) | 2,866 |
Prepaid expenses | (510) | 376 | 705 |
Other current assets | (460) | 1,013 | 725 |
Other non-current assets | 55 | 375 | (2,974) |
Accounts payable | 8,278 | 7,245 | (14,836) |
Accrued expenses | 6,567 | 6,471 | 1,538 |
Other current liabilities | 242 | (94) | (139) |
Income taxes payable | (900) | ||
Income tax contingency | 17 | (263) | 443 |
Deferred rent | 67 | 58 | 123 |
Net cash provided by (used in) operating activities | 24,763 | (35,104) | (36,550) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (4,825) | (2,868) | (2,132) |
Net cash used in investing activities | (4,825) | (2,868) | (2,132) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from 2020 private placement, net of issuance costs paid | 68,602 | ||
Proceeds from At-the Market Equity Offering, net of issuance costs paid | 27,474 | 11,090 | |
Proceeds from the term loan and revolver facilities | 20,000 | ||
Proceeds from exercise of public warrants | 59 | ||
Dividend paid on common stock | (2,445) | ||
Purchase of public warrants | (879) | ||
Repayment on term loan and revolver facilities | (18,776) | (13,000) | |
Distributions to noncontrolling interest | (4,011) | ||
Cash paid to acquire noncontrolling interest | (10,810) | ||
Net cash (used in) provided by financing activities | (18,717) | 27,474 | 68,547 |
Effect of exchange rate changes on cash | (792) | (117) | (280) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 429 | (10,615) | 29,585 |
Cash and cash equivalents and restricted cash, Beginning of period | 32,833 | 43,448 | 13,863 |
Cash and cash equivalents and restricted cash, End of period | 33,262 | 32,833 | 43,448 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Income taxes | 434 | 160 | 115 |
Interest | $ 14,008 | $ 12,567 | 11,730 |
Non-cash transactions: | |||
Initial measurement of warrants accounted for as a liability | 16,200 | ||
Unpaid declared dividends | 2,449 | ||
Common stock issued to purchase noncontrolling interest | 1,507 | ||
2020 Private Placement issuance cost accrued | 381 | ||
At-the Market Equity Offering issuance cost accrued | $ 267 |
Organization
Organization | 12 Months Ended |
Dec. 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 destination 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 care and skin care treatments, fitness, acupuncture, and medi-spa 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 destination resorts, followed by sales of products through the timetospa.com website. On March 19, 2019 (the “Business Combination Date”), OneSpaWorld consummated a business combination pursuant to a Business Combination Agreement, dated as of November 1, 2018 (as amended on January 7, 2019, by Amendment No. 1 to the Business Combination Agreement), by and among Steiner Leisure Limited (“Steiner Leisure,” “Steiner,” or “Parent”), Steiner U.S. Holdings, Inc., Nemo (UK) Holdco, Ltd., Steiner UK Limited, Steiner Management Services, LLC, Haymaker Acquisition Corp. (“Haymaker”), OneSpaWorld, Dory US Merger Sub, LLC, Dory Acquisition Sub, Limited, Dory Intermediate LLC, and Dory Acquisition Sub, Inc. (the “Business Combination”), in which Haymaker acquired from Steiner the operating business known as OSW Predecessor (“OSW”). Prior to the consummation of the Business Combination, OneSpaWorld was a wholly-owned subsidiary of Steiner Leisure. On the Business Combination Date, OneSpaWorld became the ultimate parent company of the Haymaker and OSW company. OSW is comprised of the net assets and operations of (i) the following wholly-owned subsidiaries of Steiner Leisure: OneSpaWorld LLC, Steiner Spa Asia Limited, Steiner Spa Limited, and OneSpaWorld Marks Limited (formerly known as Steiner Marks Limited), (ii) the following respective indirect subsidiaries of Steiner Leisure: Mandara PSLV, LLC (subsequently dissolved), Mandara Spa (Hawaii), LLC, Florida Luxury Spa Group, LLC, Steiner Transocean U.S., Inc., Steiner Spa Resorts (Nevada), Inc., Steiner Spa Resorts (Connecticut), Inc., Steiner Resort Spas (California), Inc., OneSpaWorld Resort Spas (North Carolina), Inc. (formerly known as Steiner Resort Spas (North Carolina), Inc.), OSW SoHo LLC, OSW Distribution LLC, World of Wellness Training Limited (formerly known as Steiner Training Limited), STO Italy S.r.l., One Spa World LLC, Mandara Spa Services LLC, OneSpaWorld Limited, OneSpaWorld (Bahamas) Limited (formerly known as Steiner Transocean Limited), OneSpaWorld Medispa LLC, OneSpaWorld Medispa Limited, OneSpaWorld Medispa (Bahamas) Limited (formerly known as STO Medispa Limited), Mandara Spa (Cruise I), LLC, Mandara Spa (Cruise II), LLC, Steiner Transocean (II) Limited (subsequently dissolved), The Onboard Spa by Steiner (Shanghai) Co., Ltd. (subsequently dissolved), Mandara Spa LLC, Mandara Spa Puerto Rico, Inc., Mandara Spa (Guam), L.L.C. (subsequently dissolved), Mandara Spa (Bahamas) Limited, Mandara Spa Aruba N.V., Mandara Spa Polynesia Sarl (subsequently dissolved), Mandara Spa Asia Limited, PT Mandara Spa Indonesia, Spa Services Asia Limited, Mandara Spa Palau, Mandara Spa (Malaysia) Sdn. Bhd., Mandara Spa Ventures International Sdn. Bhd., Spa Partners (South Asia) Limited, Mandara Spa (Maldives) PVT LTD, and Mandara Spa (Fiji) Limited (subsequently dissolved), (iii) Medispa Limited, a majority-owned subsidiary of Steiner Leisure (the noncontrolling interest in which was subsequently purchased by OneSpaWorld), and (iv) the timetospa.com website owned by Elemis USA, Inc. (formerly known as Steiner Beauty Products, Inc.), subsequently transferred to OneSpaWorld. As of December 31, 2019, the Company had a 60 % controlling interest and a third party had a 40 % noncontrolling interest of Medispa Limited, a Bahamian entity that is a subsidiary of the Company. On February 14, 2020, the Company purchased the 40 % noncontrolling interest and as a result, since this date we became the sole owners of this entity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation, Principles of Consolidation and Principles Combination The accompanying consolidated financial statements include the consolidated balance sheet and statements of operations, comprehensive income (loss), equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, the consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our financial position, results of operations and cash flows. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Restatement On May 10, 2021, the Company amended its 2020 Form 10-K (“Form 10-K/A”) to restate previously issued consolidated financial statements as of December 31, 2020 and 2019 and for the year ended December 31, 2020, and the Period from March 20, 2019 to December 31, 2019. The restatement related to accounting for warrants incorrectly as components of equity as opposed to liabilities. Refer to the Form 10-K/A filed on May 10, 2021 for additional information regarding the restatement. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”). As modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemption from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Act) are required to comply with new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election is irrevocable. The Company has elected not to opt-out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor a non-emerging growth company, which has opted-out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash and cash equivalents with reputable major financial institutions. Deposits with these banks exceed the Federal Deposit Insurance Corporation insurance limits or similar limits in foreign jurisdictions. While the Company monitors daily the cash balances in its operating accounts and adjusts the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which the Company deposits funds fails or is subject to other adverse conditions in the financial or credit markets. To date, the Company has experienced no loss or lack of access to invested cash or cash equivalents; however, it can provide no assurance that access to invested cash and cash equivalents will not be impacted by adverse conditions in the financial and credit markets. 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 consolidated balance sheet as of December 31, 2022 and 2021, to the total amount presented in our consolidated statements of cash flows for years ended December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Cash and cash equivalents $ 32,064 $ 30,937 Restricted cash 1,198 1,896 Total cash and restricted cash in the consolidated statement of cash flows $ 33,262 $ 32,833 Inventories Inventories, consisting principally of personal care products, are stated at the lower of cost, as determined on a first-in, first-out basis, or market. All inventory balances are comprised of finished goods used in beauty and health and wellness services or held for resale for sale to customers. Inventory reserve is recorded to write down the cost of inventory to the estimated market value. No inventory reserve was recorded during the year ended December 31, 2022. During the years ended December 31, 2021 and 2020, we recorded inventory impairment charges of $ 4.0 million (of which approximately $ 2.0 million was recorded in the three months ended December 31, 2021) and $ 6.0 million, respectively, for the decline in the net realizable value of inventories, which is included in Cost of products in the accompanying consolidated statement of operations. This impairment charge principally was the result of excess, slow-moving, expiration of products and damaged inventories held at our Maritime segment caused by the cessation of our cruise line partners operations and, consequently, our Maritime segment operations due to the coronavirus ("COVID-19") pandemic. The establishment of inventory reserves involved estimating the amount of inventories that would be sold at or used in health and wellness services on cruises when they returned to sailing, which was uncertain and dependent on our cruise line partners and its customers that use our services and purchase our products. There was no incremental impairment during 2022. The activity in the Company’s inventory reserve is summarized as follows (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ ( 5,870 ) $ ( 6,000 ) $ - Impairment charges - ( 3,977 ) ( 6,000 ) Write-offs 5,870 4,107 - Ending balance $ - $ ( 5,870 ) $ ( 6,000 ) Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs, which do not add to the value of the related assets or materially extend their original lives, are expensed as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized in a straight-line basis over the shorter of the terms of the respective leases and the estimated useful lives of the respective assets. Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets The Company reviews long-lived assets including property and equipment and intangible assets with finite lives for impairment whenever events or changes in circumstances indicate, based on estimated future cash flows, that the carrying amount of these assets may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (asset group) to future undiscounted cash flows expected to be generated by the asset (asset group). An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When estimating future cash flows, the Company considers: • only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group; • potential events and changes in circumstance affecting key estimates and assumptions; and • the existing service potential of the asset (asset group) at the date tested. If an asset (asset group) is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset (asset group) exceeds its fair value. When determining the fair value of the asset (asset group), the Company considers the highest and best use of the assets from a market-participant perspective. The fair value measurement is generally determined through the use of independent third-party appraisals or an expected present value technique, both of which may include a discounted cash flow approach, which reflects assumptions of what market participants would utilize to price the asset (asset group). Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Assets to be abandoned, or from which no further benefit is expected, are written down to zero at the time that the determination is made, and the assets are removed entirely from service. Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired. In 2020, our goodwill was fully impaired as we concluded the fair value was below carrying value. Trade name represents our Identifiable intangible asset not subject to amortization and is assessed for impairment annually each October or, more frequently, when events or circumstances dictate an interim test is necessary. The impairment assessment for trade name allows us to first assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative trade name impairment test. We would perform the quantitative test if our qualitative assessment determined it was more-likely-than-not that the trade name is impaired. We may also elect to bypass the qualitative assessment and proceed directly to the quantitative test. The qualitative assessment evaluates factors including macro-economic conditions, industry and company-specific factors, and historical company performance in assessing fair value. Our trade name would be considered impaired if its carrying value exceeds their estimated fair value. No impairment was recorded for the years ended December 31, 2022 and 2021. During the year ended December 31, 2020, we recognized a goodwill and trade name impairment charges of $ 190.1 million and $ 0.7 million, respectively, based on the interim impairment tests performed as of March 31, 2020. See Note 4 – “Goodwill and Intangible Assets” and “Note 15 – “Fair Value Measurement and Derivatives” for further details. Definite-Lived Intangible Assets The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Definite-Lived Intangible Assets include the contracts with cruise lines and leases with hotels and resorts. Contracts with cruise lines are generally renewed every five years . The Company has the intent and ability to renew such contracts over the estimated useful lives of the assets. Costs incurred to renew contracts are capitalized and amortized to cost of revenues and operating expenses over the term of the contract. Lease agreements with destination resorts in which the Company operates are generally renewed every ten years . The Company has the intent and ability to renew such contracts. Revenue Recognition Revenue is recognized when customers obtain control of goods and services promised by the Company. The amount of revenue recognized is based on the amount that reflects the consideration that is expected to be received in exchange for those respective goods and services. Amounts recognized are gross of commissions to cruise line or destination resort partners, which typically withhold commissions from customer payments. The Company has elected to present sales taxes on a net basis and, as such, sales taxes are excluded from revenue. Revenue is reported net of discounts and net of any estimated refund liability, which is determined based on historical experience. The Company also issues gift cards for future goods or services; revenue is recognized when they are redeemed; we also recognize revenue for breakage based on past experience for gift card amounts we expect to go unredeemed. Cost of Revenues Cost of services consists primarily of the cost of product consumed in the rendering of a service, an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines (which are derived as a percentage of service revenues or a minimum annual rent or a combination of both), an allocable portion of staff-related shipboard expenses, costs related to recruitment and training of shipboard employees, wages paid directly to destination resort employees, payments to destination resort venue owners, and health and wellness facility depreciation. Cost of products consists primarily of the cost of products sold through the Company’s various methods of distribution, an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines (which are derived as a percentage of product revenues or a minimum annual rent or a combination of both), and an allocable portion of staff-related shipboard expenses. Costs incurred to renew long-term contracts are capitalized and amortized to cost of services over the term of the contract. Shipping and Handling Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through cost of sales as inventories are sold. Shipping and handling costs associated with the delivery of products are included in administrative expenses. The shipping and handling costs included in administrative expenses in the accompanying consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 were $ 0.2 million, $ 0.04 million and $ 0.04 million, respectively. Lease Concessions In April 2020, the FASB issued guidance allowing entities to make a policy election whether to account for lease concessions related to the COVID-19 pandemic as lease modifications. The election applies to any lessor-provided lease concession related to the impact of the COVID-19 pandemic, provided the concession does not result in a substantial increase in the rights of the lessor or in the obligations of the lessee. Most of our destination resorts agreements require the payment of rent based on a percentage of our revenues with others having fixed rent. We have received lease concessions from certain destination resorts where a fixed rent is required, in the form of rent deferrals and forgiveness during the year ended December 31, 2020. We have elected not to account for these rent concessions as lease modifications. The recognition of these rent concessions did not have a material impact on our consolidated statement of operations during the year ended December 31, 2020. No lease concessions were received during the years ended December 31, 2022 and 2021. Advertising Substantially all of the Company’s advertising costs are charged to expense as incurred, except costs that result in tangible assets, such as brochures, which are recorded as prepaid expenses and charged to expense as consumed. Advertising expenses included in cost of revenues in the accompanying consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 were $ 2.1 million, $ 1.5 million and $ 2.4 million, respectively. Share-Based Compensation The Company recognizes expense for our share-based compensation awards using a fair-value-based method. Share-based compensation expense is recognized over the requisite service period for awards that are based on a service period and not contingent upon any future performance. Share-based compensation expense is included within salary, benefits and payroll taxes expense in the consolidated statements of operations. We elected to treat shared-based awards with only service conditions and graded vesting features as a single award and recognize stock-based compensation expense on a straight-line basis. Share-based awards with performance and graded vesting features are expensed using the accelerated attribution method. We recognize forfeitures as they occur rather than estimating them over the life of the award. See Note 10 – “Stock Based Compensation” for further details. Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. These deferred issuance costs are amortized over the term of the loan agreement. The amortization of deferred financing fees is included in interest expense, net in the consolidated statements of operations. Warrant Accounting We account for common stock warrants in accordance with applicable guidance provide in ASC Topic 815 as either liability or equity instruments depending on the specific terms of the warrant agreement. We evaluated the warrants under this guidance and concluded that they do not meet the criteria to be classified in shareholders’ equity in all periods presented. Accordingly, the warrants are classified as a liability at fair value on the Company’s consolidated balance sheets at December 31, 2022 and 2021. The change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of operations and comprehensive income (loss). Income Taxes As part of the process of preparing the consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating the Company’s actual current income tax exposure together with an assessment of temporary differences resulting from differing treatment of items for tax purposes and accounting purposes, respectively. These differences result in deferred income tax assets and liabilities which are included in the accompanying consolidated balance sheet as of December 31, 2022 and 2021. Deferred taxes are recorded using the currently enacted tax rates that applied in the periods that the differences are expected to reverse. The Company must then assess the likelihood that its deferred income tax assets will be recovered from future taxable income and, to the extent that the Company believes that recovery is not likely, the Company must establish a valuation allowance. With respect to acquired deferred tax assets, changes within the measurement period, under ASC Topic 805, Business Combinations, that result from new information about facts and circumstances that existed at the acquisition date shall be recognized through a corresponding adjustment to goodwill. Subsequent to the measurement period, all other changes shall be reported as a reduction or increase to income tax expense in the Company’s consolidated statement of operations for the years ended December 31, 2022, 2021 and 2020. The Company believes a large percentage of its shipboard service’s income is foreign-source income, not effectively connected to a business it conducts in the U.S. and, therefore, not subject to U.S. income taxation. The Company recognizes interest and penalties within the provision for income taxes in the consolidated statements of operations. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued, therefore, will be reduced and reflected as a reduction of the overall income tax provision. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount of benefit, determined on a cumulative probability basis, which is more than 50 % likely of being realized upon ultimate settlement. Earnings (Loss) Per Share As discussed in Note 9 – “Equity”, 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 earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income (loss) adjusted for the change in fair value of warrant liabilities, if the impact is dilutive, 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, if their effect is anti-dilutive. The Company has not presented income (loss) per share under the two-class method, because the income (loss) 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 income (loss) per basic and diluted share calculation (in thousands, except per share data): Year Ended December 31, 2022 2021 2020 Numerator: Net income (loss) $ 53,159 $ ( 68,522 ) $ ( 287,977 ) Gain on fair value of in-the-money warrant liabilities: ( 6,400 ) - - Net income (loss), adjusted for change in fair value of warrants for diluted earnings per share $ 46,759 $ ( 68,522 ) $ ( 287,977 ) Denominator: Weighted average shares outstanding – Basic 92,507 90,134 74,359 Dilutive effect of 2020 PIPE Warrants 1,914 - - Dilutive effect of stock-based awards 684 - - Diluted (a) 95,105 90,134 74,359 Net Income (loss) per voting and non-voting share Basic $ 0.57 $ ( 0.76 ) $ ( 3.87 ) Diluted $ 0.49 $ ( 0.76 ) $ ( 3.87 ) (a) During the years ended December 31, 2021 and 2020, potential common shares under the treasury stock 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, warrants, deferred shares and restricted stock. The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted income (loss) per share (in thousands): Year Ended December 31, 2022 2021 2020 Common share warrants (a) 24,145 29,145 26,974 Deferred shares - - 3,840 Employee stock options - - 4,376 Restricted share units 511 1,499 702 Performance stock units 312 1,227 589 24,968 31,871 36,481 (a) Includes all Public, Sponsor and 2020 PIPE Warrants. Foreign Currency Transactions For currency exchange rate purposes, assets and liabilities of the Company’s foreign subsidiaries are translated at the rate of exchange in effect at the balance sheet date. Equity and other items are translated at historical rates, and income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are reflected in the accumulated other comprehensive loss caption of the Company’s balance sheets. Foreign currency gains and losses resulting from transactions, including intercompany transactions, are included in results of operations. The transaction gains (losses) included in the administrative expenses caption of the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 were $ 0.3 million, $( 0.2 ) million and $ ( 0.07 ) million, respectively. Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs used to measure fair value are as follows: • Level 1—Value is based on quoted prices in active markets for identical assets and liabilities. • Level 2—Value is based on observable inputs other than quoted prices included in Level 1. This includes dealer and broker quotations, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Value is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of certain assets acquired in the Business Combination, assessment of net realizable value of inventories, the recovery of long-lived assets and other intangible assets, the determination of deferred income taxes including valuation allowances, the useful lives of definite-lived intangible assets, the fair value of warrants, contingencies and property and equipment. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with high quality financial institutions. As of December 31, 2022, and 2021, the Company had three cruise companies that represented greater than 10 % of accounts receivable. The Company does not normally require collateral or other security to support normal credit sales. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company records an allowance for doubtful accounts with respect to accounts receivable using historical collection experience, and generally, an account receivable balance is written off once it is determined to be uncollectible. The Company reviews the historical collection experience and considers other facts and circumstances and adjusts the calculation to record an allowance for doubtful accounts as appropriate. If the Company’s current collection trends were to differ significantly from historic collection experience, the Company would make a corresponding adjustment to the allowance. The allowance for doubtful accounts was $ 0.1 million and $ 0.5 million as of December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021 and 2020, allowance for doubtful account expense amounted to $ 0.02 , $ 0.5 million and $ 0.2 million, respectively. Allowance for doubtful accounts expense is included within administrative operating expenses in the accompanying consolidated statements of operations. The activity in the Company’s allowance for doubtful accounts is summarized as follows (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ ( 497 ) $ ( 44 ) $ ( 10 ) Provision for doubtful accounts ( 18 ) ( 453 ) ( 172 ) Write-offs 399 - 138 Ending balance $ ( 116 ) $ ( 497 ) $ ( 44 ) Adoption of Accounting Pronouncements On January 1, 2022 , we adopted the FASB issued ASU 2016-02 , “Leases (Topic 842)” (“ASU 2016-02”) using the modified retrospective approach and elected 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. Upon adoption, we applied the guidance to all existing leases. For leases with a term greater than 12 months, the new guidance requires the lease rights and obligations arising from the leasing arrangements, including operating leases, to be recognized as assets and liabilities on the balance sheet. Upon adoption of the new guidance, the most significant impact was the recognition of right-of-use assets and lease liabilities relating to operating leases in the amounts of $ 16.0 million and $ 16.3 million, respectively, reported within Operating lease right-of-use assets and Long-term operating lease liabilities, respectively, with the current portion of the liability reported within Current portion of operating leases liabilities, in our consolidated balance sheet as of January 1, 2022. Another $ 0.3 million was reclassified to the operating right-of-use assets from liability accounts relating to the existing leases. There was no cumulative effect of applying the new standard and accordingly there was no adjustment to our retained earnings upon adoption. The comparative information presented has not been recast and continues to be reported under the accounting standards in effect for those periods. For further information on leases, see Note 6- "Leases". This guidance did not have any impact to our consolidated statements of operations, comprehensive income (loss), consolidated statements of cash flows and our debt-covenants calculations under our current agreements. The adoption does not change the timing, classification or amount of expense recognized in our consolidated financial statements nor does it change the timing, classification or amount of cash payments included within the consolidated statement of cash flows. Recent Accounting Pronouncements With the exception of those discussed below, there have been no recent accounting pronouncement |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | . Property and Equipment, Net Property and equipment, net consisted of the following (in thousands, except useful life): As of December 31, Useful Life in years 2022 2021 Furniture and fixtures 5 – 7 $ 6,856 $ 4,733 Computers and equipment 3 – 8 11,237 9,214 Leasehold improvements Shorter of remaining lease term or useful life 17,629 17,166 35,722 31,113 Less: Accumulated depreciation and amortization ( 21,205 ) ( 17,006 ) $ 14,517 $ 14,107 Depreciation and amortization expense for years ended December 31, 2022, 2021 and 2020 was $ 4.4 million, $ 5.7 million and $ 7.6 million, respectively . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets As a result of the effect of COVID-19 on our expected future operating cash flows and our evaluation of the economic and market conditions, and its impact on the Company’s common share price, we concluded it is more likely than not that the trade name indefinite-lived intangible asset and goodwill were impaired and performed, including work performed by third-party valuation specialists, interim impairment tests as of March 31, 2020. As a result, we concluded that the goodwill of $ 174.2 million and $ 15.9 million associated with the Maritime and Destination Resorts reporting units, respectively, was fully impaired as of March 31, 2020, which fully wrote off our Goodwill carrying value. Goodwill impairment charges of approximately $ 190 million for these reporting units are included in Goodwill and tradename intangible assets impairment in the accompanying consolidated statement of operations during the year ended December 31, 2020 (See “Note 15”). As a result of the interim impairment tests discussed above, we performed a fair value test applying the relief of royalty method and determined that the estimated fair value of one of our trade names is less than carrying value as of March 31, 2020. As a result, we recognized an impairment charge of $ 0.7 million and it is included in Goodwill and tradename intangible assets impairment in the accompanying consolidated statement of operation during the year ended December 31, 2020. As of October 1, 2022, 2021 and 2020, we performed our annual trade name indefinite-lived intangible asset impairment review and determined there was no incremental impairment. Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of December 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 $ ( 58,692 ) $ 546,008 39 Destination resort agreements 17,900 ( 4,480 ) 13,420 15 Trade name 6,200 ( 700 ) 5,500 Indefinite-life Licensing agreement 1,000 ( 461 ) 539 8 $ 629,800 $ ( 64,333 ) $ 565,467 The following is a summary of the Company’s intangible assets as of December 31, 2021 (in thousands, except amortization period): Cost Accumulated Amortization 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 years ended December 31, 2022, 2021 and 2020 was $ 16.8 million for each period, respectively. Amortization expense is estimated to be $ 16.8 million in each of the next five years beginning in 2023. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): As of December 31, 2022 2021 Operative commissions $ 6,605 $ 3,132 Minimum cruise line commissions 8,376 6,329 Professional fees 3,253 7,028 Payroll and bonuses 8,963 6,277 Interest 3,336 1,964 Other 9,466 7,502 $ 39,999 $ 32,232 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 6. Leases Nature of Leases We have operating leases related to the destination resort agreements, office space and certain equipment. There are certain immaterial finance equipment leases recorded in the consolidated balance sheets. Certain of our leases include both lease and non-lease components. We have adopted the practical expedient which allows us to combine lease and non-lease components by class of asset. We have applied this expedient for destination resorts agreements, office space and certain equipment leases. We have entered into a sublease agreement for certain leased office space; however, the sublease income from this agreement is immaterial. Significant Assumptions and Judgments in Applying leases (Topic 842) The Company has entered into agreements of varying terms with the cruise lines under which services and products are paid for by cruise passengers. These agreements provide for the Company to pay the cruise line commissions for use of their shipboard facilities, as well as fees for staff shipboard meals and accommodation. These commissions are generally based on a percentage of revenue for most of the agreements, and a minimum annual amount, or a combination of both for certain agreements. We believe that these agreements did not contain a lease since we concluded that we do not have the right to direct how and for what purpose the spa and fitness facilities, or related equipment is used . Most of our destination resort health and wellness centers generally require rent based on a percentage of revenues, with some locations having escalating percentages at different revenue amounts. In addition, as part of the rental arrangements for some of the destination resort health and wellness centers, the Company is required to pay a minimum annual rental regardless of whether such amount would be required to be paid under the percentage rent arrangement. Fixed or minimum payments and variable lease payments that depend on a rate or index are included in the calculation of the right-of-use asset. Other variable payments are excluded from the calculation and are recognized in the period in which the obligations for those payments is incurred. Certain leases include renewal options ranging from three to five years . The renewal options are included in the lease term only for those leases in which they are reasonably certain to be renewed. As our leases do not have a readily determinable implicit rate, we used our weighted average cost of debt to determine the net present value of the lease payments at the adoption date. Our weighted average cost of debt is similar to the incremental borrowing rate we would have obtained if we had borrowed collateralized debt over the lease term to purchase the asset. We have adopted the practical expedient to exclude leases with terms of less than one year from being included on the balance sheet. Lease expense for agreements that are short-term were immaterial for the year ended December 31, 2022. See Note 2- "Summary of Significant Accounting Policies", for further information on the adoption of ASC 842. Supplemental Financial statements information The components of lease expense were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Minimum rentals $ 3,161 $ 3,325 $ 3,791 Contingent rentals 5,486 4,072 1,703 $ 8,647 $ 7,397 $ 5,494 Lease balances were as follows (in thousands): December 31, 2022 Operating Leases Operating lease right-of-use assets, net $ 13,932 Current portion of operating leases 2,239 Long-term operating leases 12,101 As of December 31, 2022, the Company’s operating leases have a weighted-average remaining lease term of 7.4 years and a weighted-average discount rate of 4.39 %. The maturities of the operating lease liabilities are as follows (in thousands) : Year Amount 2023 $ 2,145 2024 2,136 2025 2,163 2026 1,770 2027 1,180 Thereafter 4,946 $ 14,340 Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 3,006 Right-of-use assets obtained in exchange for new lease obligations: Operating leases 251 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 7. Long-term Debt Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate December 31, Maturities Through As of December 31, 2022 2021 2022 2021 First lien term loan facility 8.3 % 4.0 % 2026 $ 200,681 $ 202,457 Second lien term loan facility 11.8 % 7.6 % 2027 15,000 25,000 First lien revolving facility - 4.0 % 2024 - 7,000 Total debt 215,681 234,457 Less: unamortized debt issuance cost ( 2,895 ) ( 3,998 ) Total debt, net of unamortized debt issuance cost 212,786 230,459 Less: current portion of long-term debt ( 2,085 ) ( 1,776 ) Long-term debt, net $ 210,701 $ 228,683 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 Term Loan Facility. During the third quarter of 2022, we repaid $ 7 million on the First Lien Revolving Facility. During the fourth quarter of 2022, we prepaid principal amounts of $ 10 million of our Second Lien Term Loan Facility. 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 December 31, 2022 and 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. The following are scheduled principal repayments on long-term debt as of December 31, 2022 for each of the next five years (in thousands): Year Amount 2023 $ 2,085 2024 2,085 2025 2,085 2026 2,085 2027 2,085 Thereafter Total 205,256 $ 215,681 Borrowing Capacity: As of December 31, 2022, our available borrowing capacity under the First Lien Revolving Facility was $ 20 million. Utilization of the borrowing capacity was as follows (in thousands): Borrowing Capacity Amount Borrowed First Lien Revolving Facility $ 20,000 $ - |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | 8. Warrant Liabilities Public Warrants Each whole Public Warrant is exercisable to purchase one share of common stock and only whole warrants are exercisable. The Public Warrants became exercisable 30 days after the completion of the Business Combination. Each whole Public Warrant entitles the holder to purchase one share of OneSpaWorld common stock at an exercise price of $ 11.50 . As of December 31, 2022 and 2021, 16,145,279 Public Warrants were issued and outstanding. We evaluated the Public Warrants under ASC Topic 815 and concluded that upon issuance of the Non-Voting Common Shares on June 12, 2020 they do not meet the criteria to be classified in stockholders’ equity. Accordingly, the Public Warrants are classified as a liability at fair value on the Company’s consolidated balance sheets at December 31, 2022 and 2021 (See “Note 2”). Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of OneSpaWorld common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless the holder purchases at least two units, the holder will not be able to receive or trade a whole warrant. The warrants will expire five years after the date of the Business Combination or earlier upon redemption or liquidation. The Company filed with the SEC a registration statement for the registration, under the Securities Act, of the shares of OneSpaWorld common stock issuable upon exercise of the warrants. This registration statement has since been declared effective by the SEC. The Company will use its reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. Sponsor Warrants On October 19, 2017, Haymaker issued 8,000,000 Sponsor Warrants to purchase its common stock in a private placement concurrently with its IPO. In connection with the Business Combination Haymaker transferred 3,105,294 Sponsor Warrants (the “2019 PIPE Warrants”) in private placements to certain investors (the “PIPE Investors”) and to SLL. Each whole 2019 PIPE Warrant is exercisable for one whole share of OneSpaWorld common stock at a price of $ 11.50 per share. The proceeds from the purchase of the 2019 PIPE Warrants were used to fund a portion of the cash payment payable in connection with the consummation of the Business Combination. The 2019 PIPE Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Investors or their permitted transferees. The 2019 PIPE Warrants (including the OneSpaWorld common stock issuable upon exercise of the 2019 PIPE Warrants) will not be transferable, assignable or saleable until 30 days after the Business Combination and they will not be redeemable so long as they are held by the Investors or their permitted transferees. Otherwise, the 2019 PIPE Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the 2019 PIPE Warrants are held by holders other than the Sponsor or its permitted transferees, the 2019 PIPE Warrants will be redeemable by the Company and exercisable by the holders on the same basis the Public Warrants. If holders of the 2019 PIPE Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of OneSpaWorld common stock equal to the quotient obtained by dividing (x) the product of the number of shares of OneSpaWorld common stock underlying the 2019 PIPE Warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. As of December 31, 2022 and 2021, 8,000,000 of the 2019 PIPE Warrants were issued and outstanding. We evaluated the Sponsor Warrants, including the 2019 PIPE Warrants under ASC Topic 815, and concluded that upon issuance on March 19, 2019 they do not meet the criteria to be classified in shareholders’ equity. Accordingly, the Sponsor Warrants are classified as a liability at fair value on the Company’s consolidated balance sheets at December 31, 2022 and 2021 (See “Note 2”). 2020 PIPE Warrants The 2020 PIPE Warrants will expire on the earlier of (i) the fifth anniversary of the closing of the 2020 Private Placement or (ii) the Redemption Date (as defined below). Each Warrant entitles the holder to purchase one share of OneSpaWorld common stock at an exercise price of $ 5.75 . The 2020 PIPE Warrants may be exercised on a “cashless” basis, in accordance with a specified formula. In addition, the Company may, at any time prior to their expiration, elect to redeem not less than all of such then-outstanding 2020 PIPE Warrants at a price of $ 0.01 per warrant, provided that the last sales price of the common shares reported has been at least $ 14.50 per share (subject to adjustment in accordance with certain specified events), on each of twenty trading days within the thirty-trading day period ending on the third business day prior to the date on which notice of the redemption is given (the “Redemption Date”) , and provided that the common shares issuable upon exercise of such 2020 PIPE Warrants have been registered, qualified or are exempt from registration or qualification under the Securities Act and under the securities laws of the state of residence of the registered holder of the 2020 PIPE Warrant. As of December 31, 2022 and 2021, 5,000,000 of the 2020 PIPE Warrants were issued and outstanding. We evaluated the 2020 PIPE Warrant Warrants under ASC Topic 815 and concluded that they do not meet the criteria to be classified in shareholders’ equity. Accordingly, the 2020 PIPE Warrants are classified as a liability at fair value upon issuance on June 12, 2020 and subsequently (See “Note 2”). |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | 9. Equity Common Shares The Company is authorized to issue 250,000,000 common shares with a par value of $ 0.0001 per share. Pursuant to the Investment Agreement discussed below, we have amended our Articles of Incorporation (the “Articles”) and created a new class of Non-Voting Common Shares, par value $ 0.0001 per share. Of the authorized shares 225,000,000 are “Voting Common Shares” and 25,000,000 are “Non-Voting Common Shares.” The Non-Voting Common Shares are of equal rank to the Voting Common Shares, in terms of dividends, liquidation, preferences and all other rights and features, with the following exceptions: (i) the Non-Voting Common Shares have no voting rights, except as may be required by law; (ii) Steiner Leisure Limited (“Steiner Leisure”) may vote its Non-Voting Common Shares in favor of its director designees; and (iii) the Non-Voting Common Shares will automatically be converted to Voting Common Shares upon the occurrence of certain events set forth in the Articles. Holders of the Company’s voting common stock are entitled to one vote for each share. At December 31, 2022, there were 79,544,055 voting shares and 13,421,914 non-voting shares of OneSpaWorld common stock issued and outstanding. At December 31, 2021, there were 78,422,887 voting shares and 13,421,914 non-voting shares of OneSpaWorld common stock issued and outstanding. Conversion of Non-Voting Common Shares to Voting Common Shares Automatic Conversion Each Non-Voting Common Share will automatically convert into one Voting Common Share, upon the occurrence of a Qualified Transfer of such Non-Voting Common Share or with the prior consent of our Board of Directors. A “Qualified Transfer” means a transfer (x) to a third party that is not (1) an affiliate of such holder nor (2) a person whose ownership thereof would result in such shares being treated as constructively owned by such holder under Section 958(b) of the U.S. Tax Code, applicable Treasury Regulations and other official guidance (a Person described in this clause (x), an “Unrelated Person”), and (y) that is not otherwise prohibited under the Articles. During the year ended December 31, 2021, 3.8 million Non-Voting Common Shares were converted into Voting Common Shares as a result of a Qualified Transfer. Elective Conversion Upon the occurrence of a Contingent Conversion Triggering Event (as defined below), a number of Non-Voting Common Shares as elected will be converted into an identical number of Voting Common Shares; provided, that the number of Non-Voting Common Shares so converted may not exceed the number of Non-Voting Common Shares that, if converted, would reasonably be expected to (1) cause the Company to become a “CFC” (as defined in the Articles) as reasonably determined in good faith by the Company, upon the advice of its legal counsel, or (2) cause such holder, together with its affiliates, to hold voting power exceeding 44.9 % (as reasonably determined in good faith by the Company). A “Contingent Conversion Triggering Event” shall mean (1) a decrease in the number of directors that the applicable holder has the right to designate for appointment or nomination or a decrease in the number of directors so designated by the applicable holder as a result of an irrevocable waiver of such rights, (2) the transfer of Voting Common Shares by certain holders that participated in the 2020 Private Placement or any of their affiliates on or prior to the one year anniversary of the closing of the 2020 Private Placement (I) to an “Unrelated Person” (as defined in the Articles), and (II) that is not prohibited under the Articles, or (3) the exercise by a the holder or its affiliates of a warrant to purchase Non-Voting Common Shares (or a warrant for which such holder or such affiliate has previously agreed to receive Non- Voting Common Shares upon exercise); provided that, with respect to clause (3), the number of shares designated for conversion shall not exceed the number of Non-Voting Common Shares received upon exercise of such warrant. Each Non-Voting Common Share that is converted into a Voting Common Share shall be canceled by the Company and shall not be available for reissuance. Governance Agreement In connection with a private placement transaction that occurred on June 12, 2020 (the "2020 Private Placement"), the Company, Steiner Leisure and, solely for the purpose of Section 18 thereof, Haymaker, entered into a Governance Agreement (the “Governance Agreement”), pursuant to which, Steiner Leisure and certain of its affiliates were granted certain consent, director designation, and other rights with respect to the Company. The Governance Agreement superseded the Director Designation Agreement, dated as of November 1, 2018, by and among the Company, Steiner Leisure and Haymaker. Under the terms of the Governance Agreement, among other things, Steiner Leisure has the right to designate and appoint two directors so long as Steiner Leisure and its affiliates own at least 15 % of the issued and outstanding common shares and one director so long as Steiner Leisure and its affiliates own at least 5 % of the issued and outstanding common shares. At-The-Market Equity Offering During the year ended December 31, 2021, we sold 2.6 million shares under the its at-The-Market Equity Offering Sales Agreement (the “Agreement”) for net proceeds of $ 27.5 million, after offering-related expenses paid of $ 0.9 million. On August 1, 2022, the Company exercised its right to terminate the Agreement entered into on December 7, 2020 with Stifel, Nicolaus & Company, Incorporated (the “Sales Agent”), pursuant to which the Company had the right to offer and sell, from time to time, through the Sales Agent, its common shares, par value $ 0.0001 per share, having an aggregate offering price of up to $ 50.0 million (the “ATM Program”). Prior to the termination of the Agreement, the Company sold a total of 3.9 million common shares through the ATM Program and shares representing approximately $ 10 million remained available for sale under the Agreement. No sales of common shares by the Company under the ATM Program have occurred subsequent to October 2021. Deferred Shares As part of the equity consideration transferred in the Business Combination on March 19, 2019, Steiner and Haymaker Sponsor, LLC (“Haymaker Sponsor”) received deferred shares which provided the right to receive 5.0 million and 1.6 million shares OneSpaWorld common stock, respectively. The issuance of the OneSpaWorld common shares related to the Deferred Shares is contingent upon the earliest occurrence of any of the following events: (i) OneSpaWorld share price reaching $20 per share for five consecutive trading dates, as adjusted to reflect any stock split, reverse stock split, stock dividend, payment of dividends and other events as defined in the applicable Deferred Shares agreement, (ii) in the event of a change of control, as defined, of the Company if the price per share paid in connection with such change in control is equal to or greater than $20; however, if the price per share paid in connection with such change in control is less than $20, then no OneSpaWorld common shares will be issued and all the rights to receive the shares will be forfeited for no consideration, and (iii) ten years from the date of the Business Combination agreement. In consideration for, among other things, Steiner Leisure providing a “back stop” for the 2020 Private Placement and Steiner Leisure’s agreement to voting limitations in respect of certain of the securities issuable to it, we issued and delivered an aggregate of 5.0 million common shares ( 2.8 million of Voting Common Shares and 2.2 million of Non-Voting Common Shares) to Steiner Leisure at the closing of the 2020 Private Placement, which satisfied in full the Company’s obligation to issue 5.0 million deferred common shares to Steiner Leisure pursuant to the Business Combination Agreement (the “BCA”). In addition, in order to align the incentives of certain members of the Board of Directors, the parties agreed to amend the terms of the Founder Deferred Shares (as defined in the BCA), such that, effective as of the closing of the 2020 Private Placement, such shares will be issuable upon the occurrence of any of the following: (A) the first day on which the common shares achieve a 5-day volume weighted average price equal to or greater than $ 10.50 (such share price, as may be adjusted, the “Price Target”); (B) in the case of a change in control of the Company, if the price per common share paid or payable in connection with such change in control is equal to or greater than the Price Target; or (C) the two-year anniversary of the closing of the 2020 Private Placement. Dividends Declared Per Common Share In November 2019, the Company adopted a cash dividend program and declared an initial quarterly payment of $ 0.04 per common share. On March 24, 2020, the Company announced that it is deferring payment of its dividend declared on February 26, 2020 , for payment on May 29, 2020 , to shareholders of record on April 10, 2020 , until the Board of Directors reapproves its payment; and withdrawing its dividend program until further notice. As of December 31, 2022, and 2021, dividends payable amounted to approximately $ 2.4 million which is presented as other-long term liabilities and other current liabilities in the accompanying consolidated balance sheets. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation 2019 Equity Incentive Plan and Stock-Based Compensation The Company’s board of directors and shareholders approved the 2019 Equity Incentive Plan (the “2019 Plan”) on March 18, 2019. The purpose of the 2019 Plan is to make available incentives that will assist the Company to attract, retain, and motivate employees, including officers, consultants and directors. The Company may provide these incentives through the grant of share options, share appreciation rights, restricted shares, restricted share units, performance shares and units and other cash-based or share-based awards. The Equity Plan provides participants an option to defer compensation on a tax-deferred basis. Awards may be granted under the 2019 Plan to OneSpaWorld employees, including officers, directors or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. A total of 7,000,000 OneSpaWorld Shares have been authorized and reserved for issuance under the 2019 Plan. Stock Based Compensation Cost Stock based compensation cost, which is included as a component of salary, benefits and payroll taxes in the accompanying consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 was $ 12.9 million, $ 10.6 million and $ 4.9 million, respectively. As of December 31, 2022, the Company had $ 13.3 million of total unrecognized compensation expense related to restricted stock units and performance stock units. Restricted Share Units The Company’s restricted stock units (“RSUs”) have been issued to employees and directors with vesting periods ranging from one year to three years and vest based solely on service conditions. RSUs become unrestricted common stock upon vesting on a one-for-one basis. The cost of these awards is determined using the fair value of our common stock on the date of the grant, and compensation expense is recognized over the vesting period. The following is a summary of RSUs activity for the years ended December 31, 2022, 2021 and 2020: RSU Activity Number of Awards Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (In thousands) (1) Non-Vested share units as of December 31, 2019 60,902 $ 15.60 Granted 1,833,821 7.33 Vested ( 54,491 ) 15.60 Forfeited ( 9,117 ) 15.62 Non-Vested share units as of December 31, 2020 1,831,115 $ 7.32 $ 18,568 Granted 411,595 10.07 Vested ( 697,640 ) 5.88 Forfeited ( 47,025 ) 12.19 Non-Vested share units as of December 31, 2021 1,498,045 $ 8.76 $ 15,010 Granted 701,066 $ 9.20 Vested ( 912,619 ) 8.36 Forfeited ( 1,922 ) 10.26 Non-Vested share units as of December 31, 2022 1,284,570 $ 9.28 $ 11,985 (1) The aggregate intrinsic value is calculat ed based on the fair value of $ 9.33 , $ 10.02 and $ 10.14 per share of the Company’s common stock on December 31, 2022, 2021 and 2020, respectively, due to the fact that the performance stock units carry a $ 0 exercise price. The total fair value of RSUs that vested in 2022, 2021 and 2020, based on the market price of the underlying shares on that day of vesting, was $ 8.6 million, $ 6.6 million and $ 0.3 million, respectively. There were 701,066 , 411,595 and 1,833,821 RSUs granted during the years ended December 31, 2022, 2021 and 2020, respectively. . As of December 31, 2021, the Company had $ 8.6 million of total unrecognized compensation expense related to restricted stock award grants, which will be recognized over the weighted-average period of approximately 1.1 years. On February 22, 2022, the Company granted 189,640 time-based RSUs to certain executive officers, of which one third vested on March 7, 2022, and two-thirds vested on December 5, 2022. On July 26, 2022, the Company granted the board of directors a total of 199,289 RSUs as compensation for future service. The RSUs fully vest at the completion of the one-year period commencing from the date of grant. Performance Share Units The Company grants certain executive officers and senior-level employees performance share units that generally vest based on either performance and time-based service condition (“Performance Condition-Based Awards”) or market and time-based service conditions (“Market Condition-Based Awards”) which are referred to herein as Performance Share Units (“PSUs”). The number of shares of common stock underlying each award is determined at the end of the performance period. In order to vest, the employee must be employed by the Company, with certain contractual exclusions, at the end of the performance period. Performance Condition-Based Awards PSUs are converted into shares of common stock upon vesting on a one-for-one basis. The Company estimates the fair value of each performance share when the grant is authorized, and the related service period has commenced. The Company recognizes compensation cost over the vesting period based on the probability of the performance conditions being achieved. If the specified service and performance conditions are not met, compensation expense is not recognized, and any previously recognized compensation expense will be reversed. On January 21, 2020, the Company granted 181,316 PSUs to certain employees which vest upon the achievement of certain pre-established performance target established for the 2020 calendar year and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through January 21, 2023. In December 2020, the Company’s compensation committee approved the waiver of the performance condition after considering the severe interruption of the Company’s business and operations resulting from the unforeseen circumstances of COVID-19 and the material adverse impact on the Company’s share price. As a result of this modification, the PSUs were revalued as of the date of the modification to $ 8.76 per share, based on the market price of the underlying shares on that day and the aggregate fair value of the modification was approximately $ 1.3 million which represents the total fair value of the modified award which will be expensed over the remaining vesting period. The modified PSUs will vest approximately 33 % on each anniversary of the original grant date. On December 6, 2022, the Company granted 312,137 PSUs to certain executive officers and senior-level employees which vest upon the achievement of certain pre-established performance target established for the 2023 calendar year and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through December 6, 2025. Market Condition-Based Awards The Company estimates the fair value of each PSUs when the grant is authorized, and the related service period has commenced. Expense for these PSUs is recorded over the derived service period. On August 18, 2020, the Company granted 1,003,000 PSUs to certain executive officers. The PSUs expire on the sixth anniversary of the Grant Date. The PSUs are converted into shares of common stock upon vesting on a one-for-one basis. The PSUs will vest upon achievement of the twenty-day volume weighted average price of OneSpaWorld common shares reaching the following hurdle prices: Hurdle Price Percentage of PSU's Vested $ 7.24 25 % $ 8.83 25 % $ 10.41 25 % $ 12.00 25 % On October 1, 2020, the Company granted 166,667 PSUs to an executive officer. The PSUs expire on the sixth anniversary of the Grant Date. The PSUs are converted into shares of common stock upon vesting on a one-for-one basis. The PSUs will vest upon achievement of the five-day volume weighted average price of OneSpaWorld common shares reaching $ 12 per share. On October 13, 2020, the Company granted 83,333 PSUs as an inducement grant outside of the 2019 Plan to an executive officer. The PSUs expire on the sixth anniversary of the Grant Date. The PSUs are converted into shares of common stock upon vesting on a one-for-one basis. The PSUs will vest upon achievement of the twenty-day volume weighted average price of OneSpaWorld common shares reaching the following hurdle prices: Hurdle Price Percentage of PSU's Vested $ 8.39 25 % $ 9.59 25 % $ 10.80 25 % $ 12.00 25 % Grant date fair values of the market condition-based awards and the derived service periods assigned to the PSUs were estimated by a third-party valuation specialist using a Monte Carlo simulation in a risk-neutral framework assuming Geometric Motion, 100,000 trials, and using the following assumptions: August 18, 2020 October 1, 2020 October 13, 2020 Hurdle prices per share $ 7.24 ,$ 8.83 ,$ 10.41 ,$ 12.00 $ 12.00 $ 8.39 ,$ 9.59 ,$ 10.80 ,$ 12.00 End of simulation term August 18, 2026 October 1, 2026 October 13, 2026 Term of simulation 6 years 6 years 6 years Stock price as of measurement date $ 5.65 $ 6.47 $ 6.99 Volatility 54.13 % 54.80 % 54.92 % Risk-free rate (continuous) 0.37 % 0.36 % 0.41 % PSUs Activity The following is a summary of PSUs activity for the years ended December 31, 2022, 2021 and 2020: PSUs Activity Number of Market Based-Awards Weighted-Average Grant Date Fair Value Number of Performance -Based Awards Weighted-Average Grant Date Fair Value Non-Vested share units as of December 31, 2019 - $ - - $ - Granted 1,253,000 4.81 181,316 15.67 Vested ( 271,584 ) 4.76 ( 48,690 ) 15.67 Forfeited - - ( 2,706 ) 15.67 Non-Vested share units as of December 31, 2020 981,416 $ 4.83 129,920 $ 15.67 Granted 698,289 9.94 Vested ( 543,167 ) 4.65 ( 4,955 ) 15.67 Forfeited - - ( 36,283 ) 15.11 Non-Vested share units as of December 31, 2021 438,249 $ 5.04 786,971 $ 10.63 Granted - - 312,137 10.30 Vested - - ( 305,078 ) 10.68 Forfeited - - ( 1,922 ) 10.63 Non-Vested share units as of December 31, 2022 438,249 $ 5.04 792,108 $ 10.48 The total fair value of PSUs that vested in 2022, 2021 and 2020 was $ 3.0 million, $ 5.4 million and $ 2.6 million, respectively, based on the market price of the underlying shares on that day of vesting. As of December 31, 2022, there was total unrecognized compensation cost related to non-vested performance-based PSUs of $ 5.0 million. The costs are expected to be recognized over the weighted-average period of approximately 1.7 years. As of December 31, 2022, there was no unrecognized compensation cost related to non-vested market-based PSUs. The aggregate intrinsic value of PSUs was $ 11.5 million and $ 12.2 million as of December 31, 2022 and December 31, 2021, respectively. The aggregate intrinsic value of PSUs is based on the number of nonvested PSUs and the market value of the Company’s common stock as of December 31, 2022 and 2021, respectively. Stock Options During the year ended December 31, 2021, 941,512 options were forfeited due to the retirement of our former Chief Executive Officer. On August 3, 2021, Leonard Fluxman, Executive Chairman, President and Chief Executive Officer, and Stephen Lazarus, Chief Financial Officer and Chief Operating Officer, voluntarily surrendered outstanding options to purchase an aggregate of 3,434,379 of the Company’s common shares. The common shares underlying these surrendered options will be available for future grant to Company personnel under the 2019 Plan. There were no outstanding stock options as of December 31, 2022 and 2021. As of December 31, 2022, there was no unrecognized compensation cost related to the share options granted or exercised under the plan. No share options were granted during the years ended December 31, 2022, 2021 and 2020. No share options were exercisable as of December 31, 2022 and 2021. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 11. 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 material difference in the timing of recognition across reporting periods. 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 consolidated balance sheets and was $ 0.8 million, as of December 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 December 31, 2022 and 2021. Contract Balances Receivables from the Company’s contracts with customers are included within accounts receivables, net in the consolidated balance sheets. 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 December 31, 2022, 2021 and 2020, our receivables from contracts with customers were $ 33.6 million, $ 19.5 million and $ 3.0 million, respectively and the increase as of December 31, 2022 when compared to December 31, 2021 and 2020 reflects the impact of increased revenues due to our ongoing resumption of our spa operations. Costs incurred to enter into new or to renew long-term contracts are capitalized and amortized to cost of revenues over the term of the contract. Deferred contract costs, which relate to fees accrued to cruise line partners, amounted to $ 3.2 million and $ 2.9 million as of December 31, 2022 and 2021, respectively, and is presented within other non-current assets in the accompanying consolidated balance sheets. Amortization of the deferred contract cost was $ 1.1 million, $ 0.7 million and $ 0.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. Amortization of deferred costs are included in cost of services in the accompanying consolidated statements of operations. 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): Year Ended December 31, 2022 2021 2020 Service Revenues: Maritime $ 412,593 $ 89,024 $ 81,395 Destination resorts 33,925 26,921 12,287 Total service revenues 446,518 115,945 93,682 Product Revenues: Maritime 94,530 23,698 23,441 Destination resorts 2,879 2,162 975 Timetospa.com 2,332 2,226 2,827 Total product revenues 99,741 28,086 27,243 Total revenues $ 546,259 $ 144,031 $ 120,925 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes Income (loss) before income tax expense consists of (in thousands): Year Ended December 31, 2022 2021 2020 U.S. $ ( 2,053 ) $ ( 2,506 ) $ ( 12,294 ) Foreign 55,836 ( 65,587 ) ( 274,869 ) $ 53,783 $ ( 68,093 ) $ ( 287,163 ) The income tax expense consists of the following (in thousands): Year Ended December 31, 2022 2021 2020 U.S. Federal $ 192 $ 126 $ 1,309 U.S. State 147 32 51 Foreign 285 271 ( 546 ) 624 429 814 Current 805 340 ( 761 ) Deferred ( 181 ) 89 1,575 $ 624 $ 429 $ 814 A reconciliation of the difference between the expected income tax expense (benefit) using the U.S. federal tax rate and our actual provision is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Provision using statutory U.S. federal tax rate $ 11,295 $ ( 14,298 ) $ ( 60,304 ) Foreign rate differential ( 12,123 ) 12,918 16,530 Prior period true up adjustment 4,630 ( 22 ) ( 1,798 ) State taxes 133 26 178 Change in valuation allowance ( 5,266 ) 192 5,454 Permanent differences 2,305 1,679 40,865 Other ( 350 ) ( 66 ) ( 111 ) Total $ 624 $ 429 $ 814 The difference between the expected provision for income taxes using the 21 % U.S. federal income tax rate for 2022, 2021 and 2020, 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 prior period true- up adjustment. A reconciliation of the beginning and ending amounts of uncertain tax positions, excluding interest and penalties, is as follows (in thousands): 2022 2021 2020 Beginning balance $ 1,663 $ 1,663 $ 1,663 Gross (decreases) increases—prior period tax position - - - Ending balance $ 1,663 $ 1,663 $ 1,663 As of December 31, 2022 and 2021, the Company accrued $ 3.9 million and $ 4.1 million, respectively, for uncertain tax positions, including interest and penalties that, if recognized, would affect the effective income tax rate. The Company classifies interest and penalties on uncertain tax positions as a component of provision for income taxes in the consolidated statements of operations. Accrued interest and penalties related to uncertain tax positions as of December 31, 2022 and 2021, amounted to $ 2.3 million and $ 2.4 million respectively, and are included in income tax contingency in the accompanying consolidated balance sheets. Deferred income taxes consist of the following (in thousands): As of December 31, 2022 2021 Deferred income tax assets: Stock options $ 2,008 $ 6,773 Inventory reserves 27 25 Depreciation and amortization 2,501 1,773 Other reserves and accruals 125 587 Gift certificates 229 213 Net operating losses 1,151 3,408 Lease liability 3,736 - Total deferred income tax assets 9,777 12,779 Less valuation allowance ( 5,034 ) ( 11,809 ) Deferred income tax asset, net $ 4,743 $ 970 Deferred income tax liabilities: Right of use assets ( 3,630 ) - Other ( 886 ) ( 900 ) Total deferred income tax liability $ ( 4,516 ) $ ( 11,809 ) Net deferred income tax asset $ 227 $ 70 The valuation allowance decreased by less than $ 6.8 million in 2022 and increased by less than $ 0.3 million in 2021, primarily stemming from the assessment of realizability of the deferred tax asset. Following is the activity of the valuation allowance (in thousands): 2022 2021 Beginning balance $ 11,809 $ 11,543 Additions - 266 Deductions ( 6,775 ) - Ending balance $ 5,034 $ 11,809 As of December 31, 2022, we had $ 6.4 million of foreign tax operating loss carryforwards expiring as follows (in millions): Expires 2023 $ 0.4 2024 0.4 2025 1.3 2026 0.3 2027 0.1 2028 0.2 2029 0.3 2030 0.6 2031 0.3 2032 0.2 Indefinite 2.3 Total $ 6.4 The Company is subject to routine audits by U.S. federal, state, local and foreign tax authorities. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. The tax years 2017 - 2021 remain subject to examination by taxing authorities throughout the world in major jurisdictions, such as the U.S. and Italy. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | 13. Commitment and Contingencies Cruise Line Agreements A large portion of the Company’s revenues are generated on cruise ships. The Company has entered into agreements of varying terms with the cruise lines under which services and products are paid for by cruise passengers. These agreements provide for the Company to pay the cruise line commissions for use of their shipboard facilities, as well as fees for staff shipboard meals and accommodations. These commissions are based on a percentage of revenue, a minimum annual amount, or a combination of both. Some of the minimum commissions are calculated as a flat dollar amount while others are based upon minimum passenger per diems for passengers actually embarked on each cruise of the respective vessel. Staff shipboard meals and accommodations are charged by the cruise lines on a per staff per day basis. The Company recognizes all expenses related to cruise line commissions, minimum guarantees, and staff shipboard meals and accommodations, generally, as they are incurred and includes such expenses in cost of revenues and operating expenses in the accompanying consolidated statements of operations. For cruises in process at period end, an accrual is made to record such expenses in a manner that approximates a pro-rata basis. In addition, staff-related expenses such as shipboard employee commissions are recognized in the same manner. Pursuant to agreements that provide for minimum commissions, the Company guaranteed total minimum payments to cruise line (excluding payments based on minimum amounts per passenger per day of a cruise applicable to certain ships served by us). Following are the minimum payments guarantee amounts to be paid in the year indicated based on the agreements in effect as of December 31, 2022 (in thousands): Year Amount 2023 $ 104,307 The total minimum payment guarantee amounts referenced in the above calculation does not take into account canceled cruise voyages. Such canceled voyages would not be subject to guaranteed minimum payments to the cruise line . Revenues from passengers of each of the following cruise line companies accounted for more than ten percent of the Company’s total revenues in 2022, 2021 and 2020, respectively: Carnival (including Carnival, Carnival Australia, Costa, Holland America, P&O, Princess and Seabourn cruise lines): 41.0 %, 36.7 % and 43.4 %; Royal Caribbean (including Royal Caribbean, Pullmantur, Celebrity, Azamara and Silversea cruise lines): 28.0 %, 22.8 % and 20.9 %; and Norwegian Cruise Line (including Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises) 15.6 %, 11.4 % and 16.3 %. Litigation 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 recorded an accrual of $ 1.2 million for this matter during the year ended December 31, 2020 and is included in “Accrued expenses” on the Company's consolidated balance sheets as of December 31, 2022 and 2021. The Company believes the ultimate outcome of this matter will not have a material adverse impact on the consolidated financial statements. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) by Component | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | 14. Changes in Accumulated Other Comprehensive Income (Loss) by Component The following table presents the changes in accumulated other comprehensive income (loss) by component (in thousands): Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2022 Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2021 Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2020 Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Accumulated other comprehensive income (loss), beginning of the period $ ( 673 ) $ ( 1,324 ) $ ( 1,997 ) $ ( 560 ) $ ( 4,915 ) $ ( 5,475 ) $ ( 183 ) $ 902 $ 719 Other comprehensive (loss) income before reclassifications ( 556 ) 6,536 5,980 ( 113 ) 1,684 1,571 ( 377 ) ( 7,215 ) ( 7,592 ) Amounts reclassified from accumulated other comprehensive income (loss) - ( 186 ) ( 186 ) - 1,907 1,907 - 1,398 1,398 Net current period other comprehensive (loss) income ( 556 ) 6,350 5,794 ( 113 ) 3,591 3,478 ( 377 ) ( 5,817 ) ( 6,194 ) Ending balance $ ( 1,229 ) $ 5,026 $ 3,797 $ ( 673 ) $ ( 1,324 ) $ ( 1,997 ) $ ( 560 ) $ ( 4,915 ) $ ( 5,475 ) (1) See Note 15. |
Fair Value Measurements and Der
Fair Value Measurements and Derivatives | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Derivatives | 15. Fair Value Measurements and Derivatives Fair Value Measurements Cash and cash equivalents at December 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 December 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 December 31, 2022, and 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): As of December 31, 2022 As of December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash $ 32,064 $ 32,064 $ 30,937 $ 30,937 Restricted cash 1,198 1,198 1,896 1,896 Total Cash $ 33,262 $ 33,262 $ 32,833 $ 32,833 First lien term loan facility $ 200,681 $ 192,770 $ 202,457 $ 198,580 Second lien term loan facility 15,000 14,500 25,000 23,570 First lien revolving facility - - 7,000 6,890 Total debt $ 215,681 $ 207,270 $ 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 December 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 $ 3,117 $ - $ 3,117 $ - $ - $ - $ - $ - Derivative financial instruments (1) Other non-current assets 1,909 - 1,909 - - - - - Total Assets $ 5,026 $ - $ 5,026 $ - $ - $ - $ - $ - Liabilities: Derivative financial instruments (1) Other current liabilities $ - - $ - - $ 1,126 - $ 1,126 - Warrant liabilities Warrant liabilities 52,900 - 52,900 - 107,300 - 107,300 - Derivative financial instruments (1) Other long term liabilities - - - - 197 - 197 - Total Liabilities $ 52,900 $ - $ 52,900 $ - $ 108,623 $ - $ 108,623 $ - (1) Consists of an interest rate swap. Warrants Public and 2020 PIPE Warrants The fair value of the Public and PIPE Warrants are considered a Level 2 valuation and is determined using the Monte Carlo model. The significant assumptions which the Company used in the model are: December 31, 2022 December 31, 2021 Public Warrants 2020 PIPE Warrants Public Warrants 2020 PIPE Warrants Stock price $ 9.33 $ 9.33 $ 10.02 $ 10.02 Strike price $ 11.50 $ 5.75 $ 11.50 $ 5.75 Remaining life (in years) 1.22 2.45 2.22 3.45 Volatility 44 % 44 % 68 % 68 % Interest rate 4.61 % 4.28 % 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-Scholes model. The significant assumptions which the Company used in the model are: December 31, 2022 December 31, 2021 Stock price $ 9.33 $ 10.02 Strike price $ 11.50 $ 11.50 Remaining life (in years) 1.22 2.22 Volatility 44 % 68 % Interest rate 4.61 % 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 December 31, 2022 and 2021, the notional amount is $ 101.0 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 $ 3.2 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 consolidated financial statements was as follows (in thousands): Derivative Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain Reclassified from Accumulated Other Comprehensive (Loss) Income into Income Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 Interest rate swap $ 6,536 $ 1,684 $ ( 7,215 ) Interest expense $ ( 186 ) $ 1,907 $ 1,398 Total $ 6,536 $ 1,684 $ ( 7,215 ) $ ( 186 ) $ 1,907 $ 1,398 Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis Nonrecurring Fair Value Measurements Valuation of Goodwill and Trade Name We recognized goodwill impairment charges of $ 190 million for the two segment reporting units and an impairment charge of $ 0.7 million for the trade name during the year ended December 31, 2020. See “Note 4” – “Goodwill and Other Intangible Assets”. The determination of our reporting units' goodwill and trade name fair values includes numerous assumptions that are subject to various risks and uncertainties. We applied the income approach to estimate the fair value of the reporting units. The income approach estimates the fair value by discounting each reporting unit’s estimated future cash flows using the company estimate of the discount rate, or expected return, that a market participant would have required as of the valuation date. Significant assumptions in the income approach, all of which are considered Level 3 inputs, include the estimated future net annual cash flows for each reporting unit and the discount rate. The discount rates utilized to value the Maritime and Destination Resorts reporting units were approximately 14 % and 12.5 %, respectively, which were determined depending on the risk and uncertainty inherent in the respective reporting unit. The trade name was valued through application of the relief from royalty method and the significant assumptions used in the valuation are considered Level 3 inputs. Under this method, a royalty rate is applied to the revenues associated with the trade name to capture value associated with use of the name as if licensed. The resulting royalty savings are then discounted to present fair value at rates reflective of the risk and return expectations of the interests to derive its fair value as of the impairment testing date. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 16. Transactions with Related Parties The Company and SMS have entered into an Operational Services Agreement effective January 1, 2020, pursuant to which the Company would provide SMS with certain services including with respect to accounting, human resources, information technology, and office related support. This agreement was terminated effective on December 31, 2020 and provides that SMS will pay the Company for its services. OSW Predecessor entered into an Executive Services Agreement, concurrent with the closing of the Business Combination, with Nemo Investor Aggregator, Limited (“Nemo”), the parent company of Steiner Leisure, which became effective at the time of the closing. The agreement provides that after the closing of the Business Combination, Leonard Fluxman and Stephen Lazarus are to be made available to provide certain transition services to Nemo until December 31, 2020, in exchange for $ 850,000 . Effective March 31, 2020, the Company and Nemo terminated the Executive Services Agreement. The Company has determined it to be in its best interests to have Mr. Fluxman and Mr. Lazarus be unrestricted in any respect regarding their availability to manage the Company’s business, particularly during the current unprecedented conditions caused by the global COVID-19 pandemic. On August 3, 2018, OSW entered into a lease of office space in Coral Gables, Florida (the “Coral Gables Lease”) with an initial lease term of twelve years and options to renew for two periods of five years each. Additionally, on August 3, 2018, OSW entered into a sublease of the Coral Gables Lease with SMS, with an initial term of five years and an annual rent amount of approximately $ 480,000 . Effective August 12, 2020 , the Company and SMS have terminated the sublease of the Coral Gables Lease (the “Sublease”). The total fee for all the aforementioned agreements received by the Company in 2022, 2021 and 2020 was not material. |
Profit Sharing Plans
Profit Sharing Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Profit Sharing Plans | 17. Profit Sharing Plans Eligible employees participate in the Company’s profit sharing retirement plan and a profit sharing plan of the Parent, which are qualified under Section 401(k) of the Internal Revenue Code. With respect to the Parent’s profit sharing retirement plan, the Company’s Parent makes discretionary annual matching contributions in cash based on a percentage of eligible employee compensation deferrals. The contribution to the plans, included in salary, benefits and payroll taxes in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 was $ 0.4 million, $ 0.3 million and $ 0.3 million, respectively. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 18. Segment and Geographic Information The Company operates facilities, provides health and wellness services, and sells beauty products onboard cruise ships and at 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): Year ended, 2022 2021 2020 Revenues: U.S. $ 19,903 $ 18,827 $ 11,585 Not connected to a country 506,405 111,346 102,420 Other 19,951 13,858 6,920 Total $ 546,259 $ 144,031 $ 120,925 As of December 31, 2022 2021 Property and equipment, net: U.S. $ 5,363 $ 5,951 Not connected to a country 7,426 6,298 Other 1,728 1,858 Total $ 14,517 $ 14,107 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events On February 7, 2023, we repaid an aggregate principal amount of $ 5.0 million on our second lien term facility. Accordingly, as of the date of this annual report, an aggregate principal amount of $ 10.0 million of our second lien term facility remains outstanding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Principles of Consolidation and Principles Combination | Basis of Presentation, Principles of Consolidation and Principles Combination The accompanying consolidated financial statements include the consolidated balance sheet and statements of operations, comprehensive income (loss), equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, the consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our financial position, results of operations and cash flows. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Restatement On May 10, 2021, the Company amended its 2020 Form 10-K (“Form 10-K/A”) to restate previously issued consolidated financial statements as of December 31, 2020 and 2019 and for the year ended December 31, 2020, and the Period from March 20, 2019 to December 31, 2019. The restatement related to accounting for warrants incorrectly as components of equity as opposed to liabilities. Refer to the Form 10-K/A filed on May 10, 2021 for additional information regarding the restatement. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”). As modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemption from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Act) are required to comply with new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election is irrevocable. The Company has elected not to opt-out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor a non-emerging growth company, which has opted-out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash and cash equivalents with reputable major financial institutions. Deposits with these banks exceed the Federal Deposit Insurance Corporation insurance limits or similar limits in foreign jurisdictions. While the Company monitors daily the cash balances in its operating accounts and adjusts the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which the Company deposits funds fails or is subject to other adverse conditions in the financial or credit markets. To date, the Company has experienced no loss or lack of access to invested cash or cash equivalents; however, it can provide no assurance that access to invested cash and cash equivalents will not be impacted by adverse conditions in the financial and credit markets. |
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 consolidated balance sheet as of December 31, 2022 and 2021, to the total amount presented in our consolidated statements of cash flows for years ended December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Cash and cash equivalents $ 32,064 $ 30,937 Restricted cash 1,198 1,896 Total cash and restricted cash in the consolidated statement of cash flows $ 33,262 $ 32,833 |
Inventories | Inventories Inventories, consisting principally of personal care products, are stated at the lower of cost, as determined on a first-in, first-out basis, or market. All inventory balances are comprised of finished goods used in beauty and health and wellness services or held for resale for sale to customers. Inventory reserve is recorded to write down the cost of inventory to the estimated market value. No inventory reserve was recorded during the year ended December 31, 2022. During the years ended December 31, 2021 and 2020, we recorded inventory impairment charges of $ 4.0 million (of which approximately $ 2.0 million was recorded in the three months ended December 31, 2021) and $ 6.0 million, respectively, for the decline in the net realizable value of inventories, which is included in Cost of products in the accompanying consolidated statement of operations. This impairment charge principally was the result of excess, slow-moving, expiration of products and damaged inventories held at our Maritime segment caused by the cessation of our cruise line partners operations and, consequently, our Maritime segment operations due to the coronavirus ("COVID-19") pandemic. The establishment of inventory reserves involved estimating the amount of inventories that would be sold at or used in health and wellness services on cruises when they returned to sailing, which was uncertain and dependent on our cruise line partners and its customers that use our services and purchase our products. There was no incremental impairment during 2022. The activity in the Company’s inventory reserve is summarized as follows (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ ( 5,870 ) $ ( 6,000 ) $ - Impairment charges - ( 3,977 ) ( 6,000 ) Write-offs 5,870 4,107 - Ending balance $ - $ ( 5,870 ) $ ( 6,000 ) |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs, which do not add to the value of the related assets or materially extend their original lives, are expensed as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized in a straight-line basis over the shorter of the terms of the respective leases and the estimated useful lives of the respective assets. |
Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets | Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets The Company reviews long-lived assets including property and equipment and intangible assets with finite lives for impairment whenever events or changes in circumstances indicate, based on estimated future cash flows, that the carrying amount of these assets may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (asset group) to future undiscounted cash flows expected to be generated by the asset (asset group). An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When estimating future cash flows, the Company considers: • only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group; • potential events and changes in circumstance affecting key estimates and assumptions; and • the existing service potential of the asset (asset group) at the date tested. If an asset (asset group) is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset (asset group) exceeds its fair value. When determining the fair value of the asset (asset group), the Company considers the highest and best use of the assets from a market-participant perspective. The fair value measurement is generally determined through the use of independent third-party appraisals or an expected present value technique, both of which may include a discounted cash flow approach, which reflects assumptions of what market participants would utilize to price the asset (asset group). Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Assets to be abandoned, or from which no further benefit is expected, are written down to zero at the time that the determination is made, and the assets are removed entirely from service. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired. In 2020, our goodwill was fully impaired as we concluded the fair value was below carrying value. Trade name represents our Identifiable intangible asset not subject to amortization and is assessed for impairment annually each October or, more frequently, when events or circumstances dictate an interim test is necessary. The impairment assessment for trade name allows us to first assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative trade name impairment test. We would perform the quantitative test if our qualitative assessment determined it was more-likely-than-not that the trade name is impaired. We may also elect to bypass the qualitative assessment and proceed directly to the quantitative test. The qualitative assessment evaluates factors including macro-economic conditions, industry and company-specific factors, and historical company performance in assessing fair value. Our trade name would be considered impaired if its carrying value exceeds their estimated fair value. No impairment was recorded for the years ended December 31, 2022 and 2021. During the year ended December 31, 2020, we recognized a goodwill and trade name impairment charges of $ 190.1 million and $ 0.7 million, respectively, based on the interim impairment tests performed as of March 31, 2020. See Note 4 – “Goodwill and Intangible Assets” and “Note 15 – “Fair Value Measurement and Derivatives” for further details. |
Definite-Lived Intangible Assets | Definite-Lived Intangible Assets The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Definite-Lived Intangible Assets include the contracts with cruise lines and leases with hotels and resorts. Contracts with cruise lines are generally renewed every five years . The Company has the intent and ability to renew such contracts over the estimated useful lives of the assets. Costs incurred to renew contracts are capitalized and amortized to cost of revenues and operating expenses over the term of the contract. Lease agreements with destination resorts in which the Company operates are generally renewed every ten years . The Company has the intent and ability to renew such contracts. |
Revenue Recognition | Revenue Recognition Revenue is recognized when customers obtain control of goods and services promised by the Company. The amount of revenue recognized is based on the amount that reflects the consideration that is expected to be received in exchange for those respective goods and services. Amounts recognized are gross of commissions to cruise line or destination resort partners, which typically withhold commissions from customer payments. The Company has elected to present sales taxes on a net basis and, as such, sales taxes are excluded from revenue. Revenue is reported net of discounts and net of any estimated refund liability, which is determined based on historical experience. The Company also issues gift cards for future goods or services; revenue is recognized when they are redeemed; we also recognize revenue for breakage based on past experience for gift card amounts we expect to go unredeemed. |
Cost of Revenues | Cost of Revenues Cost of services consists primarily of the cost of product consumed in the rendering of a service, an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines (which are derived as a percentage of service revenues or a minimum annual rent or a combination of both), an allocable portion of staff-related shipboard expenses, costs related to recruitment and training of shipboard employees, wages paid directly to destination resort employees, payments to destination resort venue owners, and health and wellness facility depreciation. Cost of products consists primarily of the cost of products sold through the Company’s various methods of distribution, an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines (which are derived as a percentage of product revenues or a minimum annual rent or a combination of both), and an allocable portion of staff-related shipboard expenses. Costs incurred to renew long-term contracts are capitalized and amortized to cost of services over the term of the contract. |
Shipping and Handling | Shipping and Handling Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through cost of sales as inventories are sold. Shipping and handling costs associated with the delivery of products are included in administrative expenses. The shipping and handling costs included in administrative expenses in the accompanying consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 were $ 0.2 million, $ 0.04 million and $ 0.04 million, respectively. |
Lease Concessions | Lease Concessions In April 2020, the FASB issued guidance allowing entities to make a policy election whether to account for lease concessions related to the COVID-19 pandemic as lease modifications. The election applies to any lessor-provided lease concession related to the impact of the COVID-19 pandemic, provided the concession does not result in a substantial increase in the rights of the lessor or in the obligations of the lessee. Most of our destination resorts agreements require the payment of rent based on a percentage of our revenues with others having fixed rent. We have received lease concessions from certain destination resorts where a fixed rent is required, in the form of rent deferrals and forgiveness during the year ended December 31, 2020. We have elected not to account for these rent concessions as lease modifications. The recognition of these rent concessions did not have a material impact on our consolidated statement of operations during the year ended December 31, 2020. No lease concessions were received during the years ended December 31, 2022 and 2021. |
Advertising | Advertising Substantially all of the Company’s advertising costs are charged to expense as incurred, except costs that result in tangible assets, such as brochures, which are recorded as prepaid expenses and charged to expense as consumed. Advertising expenses included in cost of revenues in the accompanying consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 were $ 2.1 million, $ 1.5 million and $ 2.4 million, respectively. |
Share-Based Compensation | Share-Based Compensation The Company recognizes expense for our share-based compensation awards using a fair-value-based method. Share-based compensation expense is recognized over the requisite service period for awards that are based on a service period and not contingent upon any future performance. Share-based compensation expense is included within salary, benefits and payroll taxes expense in the consolidated statements of operations. We elected to treat shared-based awards with only service conditions and graded vesting features as a single award and recognize stock-based compensation expense on a straight-line basis. Share-based awards with performance and graded vesting features are expensed using the accelerated attribution method. We recognize forfeitures as they occur rather than estimating them over the life of the award. See Note 10 – “Stock Based Compensation” for further details. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. These deferred issuance costs are amortized over the term of the loan agreement. The amortization of deferred financing fees is included in interest expense, net in the consolidated statements of operations. |
Warrant Accounting | Warrant Accounting We account for common stock warrants in accordance with applicable guidance provide in ASC Topic 815 as either liability or equity instruments depending on the specific terms of the warrant agreement. We evaluated the warrants under this guidance and concluded that they do not meet the criteria to be classified in shareholders’ equity in all periods presented. Accordingly, the warrants are classified as a liability at fair value on the Company’s consolidated balance sheets at December 31, 2022 and 2021. The change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of operations and comprehensive income (loss). |
Income Taxes | Income Taxes As part of the process of preparing the consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating the Company’s actual current income tax exposure together with an assessment of temporary differences resulting from differing treatment of items for tax purposes and accounting purposes, respectively. These differences result in deferred income tax assets and liabilities which are included in the accompanying consolidated balance sheet as of December 31, 2022 and 2021. Deferred taxes are recorded using the currently enacted tax rates that applied in the periods that the differences are expected to reverse. The Company must then assess the likelihood that its deferred income tax assets will be recovered from future taxable income and, to the extent that the Company believes that recovery is not likely, the Company must establish a valuation allowance. With respect to acquired deferred tax assets, changes within the measurement period, under ASC Topic 805, Business Combinations, that result from new information about facts and circumstances that existed at the acquisition date shall be recognized through a corresponding adjustment to goodwill. Subsequent to the measurement period, all other changes shall be reported as a reduction or increase to income tax expense in the Company’s consolidated statement of operations for the years ended December 31, 2022, 2021 and 2020. The Company believes a large percentage of its shipboard service’s income is foreign-source income, not effectively connected to a business it conducts in the U.S. and, therefore, not subject to U.S. income taxation. The Company recognizes interest and penalties within the provision for income taxes in the consolidated statements of operations. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued, therefore, will be reduced and reflected as a reduction of the overall income tax provision. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount of benefit, determined on a cumulative probability basis, which is more than 50 % likely of being realized upon ultimate settlement. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share As discussed in Note 9 – “Equity”, 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 earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income (loss) adjusted for the change in fair value of warrant liabilities, if the impact is dilutive, 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, if their effect is anti-dilutive. The Company has not presented income (loss) per share under the two-class method, because the income (loss) 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 income (loss) per basic and diluted share calculation (in thousands, except per share data): Year Ended December 31, 2022 2021 2020 Numerator: Net income (loss) $ 53,159 $ ( 68,522 ) $ ( 287,977 ) Gain on fair value of in-the-money warrant liabilities: ( 6,400 ) - - Net income (loss), adjusted for change in fair value of warrants for diluted earnings per share $ 46,759 $ ( 68,522 ) $ ( 287,977 ) Denominator: Weighted average shares outstanding – Basic 92,507 90,134 74,359 Dilutive effect of 2020 PIPE Warrants 1,914 - - Dilutive effect of stock-based awards 684 - - Diluted (a) 95,105 90,134 74,359 Net Income (loss) per voting and non-voting share Basic $ 0.57 $ ( 0.76 ) $ ( 3.87 ) Diluted $ 0.49 $ ( 0.76 ) $ ( 3.87 ) (a) During the years ended December 31, 2021 and 2020, potential common shares under the treasury stock 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, warrants, deferred shares and restricted stock. The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted income (loss) per share (in thousands): Year Ended December 31, 2022 2021 2020 Common share warrants (a) 24,145 29,145 26,974 Deferred shares - - 3,840 Employee stock options - - 4,376 Restricted share units 511 1,499 702 Performance stock units 312 1,227 589 24,968 31,871 36,481 (a) Includes all Public, Sponsor and 2020 PIPE Warrants. |
Foreign Currency Transactions | Foreign Currency Transactions For currency exchange rate purposes, assets and liabilities of the Company’s foreign subsidiaries are translated at the rate of exchange in effect at the balance sheet date. Equity and other items are translated at historical rates, and income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are reflected in the accumulated other comprehensive loss caption of the Company’s balance sheets. Foreign currency gains and losses resulting from transactions, including intercompany transactions, are included in results of operations. The transaction gains (losses) included in the administrative expenses caption of the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 were $ 0.3 million, $( 0.2 ) million and $ ( 0.07 ) million, respectively. |
Fair Value Measurements | Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs used to measure fair value are as follows: • Level 1—Value is based on quoted prices in active markets for identical assets and liabilities. • Level 2—Value is based on observable inputs other than quoted prices included in Level 1. This includes dealer and broker quotations, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Value is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of certain assets acquired in the Business Combination, assessment of net realizable value of inventories, the recovery of long-lived assets and other intangible assets, the determination of deferred income taxes including valuation allowances, the useful lives of definite-lived intangible assets, the fair value of warrants, contingencies and property and equipment. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with high quality financial institutions. As of December 31, 2022, and 2021, the Company had three cruise companies that represented greater than 10 % of accounts receivable. The Company does not normally require collateral or other security to support normal credit sales. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company records an allowance for doubtful accounts with respect to accounts receivable using historical collection experience, and generally, an account receivable balance is written off once it is determined to be uncollectible. The Company reviews the historical collection experience and considers other facts and circumstances and adjusts the calculation to record an allowance for doubtful accounts as appropriate. If the Company’s current collection trends were to differ significantly from historic collection experience, the Company would make a corresponding adjustment to the allowance. The allowance for doubtful accounts was $ 0.1 million and $ 0.5 million as of December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021 and 2020, allowance for doubtful account expense amounted to $ 0.02 , $ 0.5 million and $ 0.2 million, respectively. Allowance for doubtful accounts expense is included within administrative operating expenses in the accompanying consolidated statements of operations. The activity in the Company’s allowance for doubtful accounts is summarized as follows (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ ( 497 ) $ ( 44 ) $ ( 10 ) Provision for doubtful accounts ( 18 ) ( 453 ) ( 172 ) Write-offs 399 - 138 Ending balance $ ( 116 ) $ ( 497 ) $ ( 44 ) |
Adoption of Accounting Pronouncements | Adoption of Accounting Pronouncements On January 1, 2022 , we adopted the FASB issued ASU 2016-02 , “Leases (Topic 842)” (“ASU 2016-02”) using the modified retrospective approach and elected 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. Upon adoption, we applied the guidance to all existing leases. For leases with a term greater than 12 months, the new guidance requires the lease rights and obligations arising from the leasing arrangements, including operating leases, to be recognized as assets and liabilities on the balance sheet. Upon adoption of the new guidance, the most significant impact was the recognition of right-of-use assets and lease liabilities relating to operating leases in the amounts of $ 16.0 million and $ 16.3 million, respectively, reported within Operating lease right-of-use assets and Long-term operating lease liabilities, respectively, with the current portion of the liability reported within Current portion of operating leases liabilities, in our consolidated balance sheet as of January 1, 2022. Another $ 0.3 million was reclassified to the operating right-of-use assets from liability accounts relating to the existing leases. There was no cumulative effect of applying the new standard and accordingly there was no adjustment to our retained earnings upon adoption. The comparative information presented has not been recast and continues to be reported under the accounting standards in effect for those periods. For further information on leases, see Note 6- "Leases". This guidance did not have any impact to our consolidated statements of operations, comprehensive income (loss), consolidated statements of cash flows and our debt-covenants calculations under our current agreements. The adoption does not change the timing, classification or amount of expense recognized in our consolidated financial statements nor does it change the timing, classification or amount of cash payments included within the consolidated statement of cash flows. |
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 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 currently assessing the expected impact of the future adoption of this guidance. In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides practical expedients and exception for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The FASB also issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope in January 2021, which adds implementation guidance to clarify which optional expedients in Topic 848 may be applied to derivative instruments that do not reference LIBOR or a reference rate that is expected to be discontinued, but that are being modified as a result of the discounting transition. The ASUs may be applied through December 31, 2022 and is applicable to our interest rate swap contract and hedging relationship that reference LIBOR. In December 2022, the FASB issued ASU 2022-06, which extended the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company is currently assessing the expected impact of the future adoption of this guidance, that is, the eventual replacement of the LIBOR benchmark interest rate on its consolidated financial statements. In August 2020, The FASB issued ASU No. 2020-06, Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity's Own Equity, which simplifies the accounting for convertible instruments. This guidance eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This guidance is required to be adopted by us after December 15, 2023 and must be applied using either a modified or full retrospective approach. The Company is currently assessing the expected impact of the future adoption of this guidance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Reconciles Cash, Cash Equivalents and 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 consolidated balance sheet as of December 31, 2022 and 2021, to the total amount presented in our consolidated statements of cash flows for years ended December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Cash and cash equivalents $ 32,064 $ 30,937 Restricted cash 1,198 1,896 Total cash and restricted cash in the consolidated statement of cash flows $ 33,262 $ 32,833 |
Summary of Rollforward of Inventory Reserve | The activity in the Company’s inventory reserve is summarized as follows (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ ( 5,870 ) $ ( 6,000 ) $ - Impairment charges - ( 3,977 ) ( 6,000 ) Write-offs 5,870 4,107 - Ending balance $ - $ ( 5,870 ) $ ( 6,000 ) |
Summary of Loss per Basic and Diluted Share Calculation | The following table provides details underlying OneSpaWorld’s income (loss) per basic and diluted share calculation (in thousands, except per share data): Year Ended December 31, 2022 2021 2020 Numerator: Net income (loss) $ 53,159 $ ( 68,522 ) $ ( 287,977 ) Gain on fair value of in-the-money warrant liabilities: ( 6,400 ) - - Net income (loss), adjusted for change in fair value of warrants for diluted earnings per share $ 46,759 $ ( 68,522 ) $ ( 287,977 ) Denominator: Weighted average shares outstanding – Basic 92,507 90,134 74,359 Dilutive effect of 2020 PIPE Warrants 1,914 - - Dilutive effect of stock-based awards 684 - - Diluted (a) 95,105 90,134 74,359 Net Income (loss) per voting and non-voting share Basic $ 0.57 $ ( 0.76 ) $ ( 3.87 ) Diluted $ 0.49 $ ( 0.76 ) $ ( 3.87 ) (a) During the years ended December 31, 2021 and 2020, potential common shares under the treasury stock 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, warrants, deferred shares and restricted stock. |
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 income (loss) per share (in thousands): Year Ended December 31, 2022 2021 2020 Common share warrants (a) 24,145 29,145 26,974 Deferred shares - - 3,840 Employee stock options - - 4,376 Restricted share units 511 1,499 702 Performance stock units 312 1,227 589 24,968 31,871 36,481 (a) Includes all Public, Sponsor and 2020 PIPE Warrants. |
Summary of Allowance for Doubtful Accounts | The activity in the Company’s allowance for doubtful accounts is summarized as follows (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ ( 497 ) $ ( 44 ) $ ( 10 ) Provision for doubtful accounts ( 18 ) ( 453 ) ( 172 ) Write-offs 399 - 138 Ending balance $ ( 116 ) $ ( 497 ) $ ( 44 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands, except useful life): As of December 31, Useful Life in years 2022 2021 Furniture and fixtures 5 – 7 $ 6,856 $ 4,733 Computers and equipment 3 – 8 11,237 9,214 Leasehold improvements Shorter of remaining lease term or useful life 17,629 17,166 35,722 31,113 Less: Accumulated depreciation and amortization ( 21,205 ) ( 17,006 ) $ 14,517 $ 14,107 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Summary of Cost, Accumulated Amortization, and Net Balance of the Definite-Lived Intangible Assets | Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of December 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 $ ( 58,692 ) $ 546,008 39 Destination resort agreements 17,900 ( 4,480 ) 13,420 15 Trade name 6,200 ( 700 ) 5,500 Indefinite-life Licensing agreement 1,000 ( 461 ) 539 8 $ 629,800 $ ( 64,333 ) $ 565,467 The following is a summary of the Company’s intangible assets as of December 31, 2021 (in thousands, except amortization period): Cost Accumulated Amortization 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 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following (in thousands): As of December 31, 2022 2021 Operative commissions $ 6,605 $ 3,132 Minimum cruise line commissions 8,376 6,329 Professional fees 3,253 7,028 Payroll and bonuses 8,963 6,277 Interest 3,336 1,964 Other 9,466 7,502 $ 39,999 $ 32,232 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Minimum rentals $ 3,161 $ 3,325 $ 3,791 Contingent rentals 5,486 4,072 1,703 $ 8,647 $ 7,397 $ 5,494 |
Summary of Lease Balances | Lease balances were as follows (in thousands): December 31, 2022 Operating Leases Operating lease right-of-use assets, net $ 13,932 Current portion of operating leases 2,239 Long-term operating leases 12,101 |
Summary of Maturities of the Operating Lease Liabilities | The maturities of the operating lease liabilities are as follows (in thousands) : Year Amount 2023 $ 2,145 2024 2,136 2025 2,163 2026 1,770 2027 1,180 Thereafter 4,946 $ 14,340 |
Summary of Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 3,006 Right-of-use assets obtained in exchange for new lease obligations: Operating leases 251 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate December 31, Maturities Through As of December 31, 2022 2021 2022 2021 First lien term loan facility 8.3 % 4.0 % 2026 $ 200,681 $ 202,457 Second lien term loan facility 11.8 % 7.6 % 2027 15,000 25,000 First lien revolving facility - 4.0 % 2024 - 7,000 Total debt 215,681 234,457 Less: unamortized debt issuance cost ( 2,895 ) ( 3,998 ) Total debt, net of unamortized debt issuance cost 212,786 230,459 Less: current portion of long-term debt ( 2,085 ) ( 1,776 ) Long-term debt, net $ 210,701 $ 228,683 |
Schedule of Principal Repayments on Long-term | The following are scheduled principal repayments on long-term debt as of December 31, 2022 for each of the next five years (in thousands): Year Amount 2023 $ 2,085 2024 2,085 2025 2,085 2026 2,085 2027 2,085 Thereafter Total 205,256 $ 215,681 |
Schedule of Borrowing Capacity and Amount Borrowed | As of December 31, 2022, our available borrowing capacity under the First Lien Revolving Facility was $ 20 million. Utilization of the borrowing capacity was as follows (in thousands): Borrowing Capacity Amount Borrowed First Lien Revolving Facility $ 20,000 $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Units Activity | The following is a summary of RSUs activity for the years ended December 31, 2022, 2021 and 2020: RSU Activity Number of Awards Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (In thousands) (1) Non-Vested share units as of December 31, 2019 60,902 $ 15.60 Granted 1,833,821 7.33 Vested ( 54,491 ) 15.60 Forfeited ( 9,117 ) 15.62 Non-Vested share units as of December 31, 2020 1,831,115 $ 7.32 $ 18,568 Granted 411,595 10.07 Vested ( 697,640 ) 5.88 Forfeited ( 47,025 ) 12.19 Non-Vested share units as of December 31, 2021 1,498,045 $ 8.76 $ 15,010 Granted 701,066 $ 9.20 Vested ( 912,619 ) 8.36 Forfeited ( 1,922 ) 10.26 Non-Vested share units as of December 31, 2022 1,284,570 $ 9.28 $ 11,985 (1) The aggregate intrinsic value is calculat ed based on the fair value of $ 9.33 , $ 10.02 and $ 10.14 per share of the Company’s common stock on December 31, 2022, 2021 and 2020, respectively, due to the fact that the performance stock units carry a $ 0 exercise price. |
Summary of Hurdle Price Activity of PSU's | The PSUs will vest upon achievement of the twenty-day volume weighted average price of OneSpaWorld common shares reaching the following hurdle prices: Hurdle Price Percentage of PSU's Vested $ 7.24 25 % $ 8.83 25 % $ 10.41 25 % $ 12.00 25 % The PSUs will vest upon achievement of the twenty-day volume weighted average price of OneSpaWorld common shares reaching the following hurdle prices: Hurdle Price Percentage of PSU's Vested $ 8.39 25 % $ 9.59 25 % $ 10.80 25 % $ 12.00 25 % |
Summary of PSUs Activity | The following is a summary of PSUs activity for the years ended December 31, 2022, 2021 and 2020: PSUs Activity Number of Market Based-Awards Weighted-Average Grant Date Fair Value Number of Performance -Based Awards Weighted-Average Grant Date Fair Value Non-Vested share units as of December 31, 2019 - $ - - $ - Granted 1,253,000 4.81 181,316 15.67 Vested ( 271,584 ) 4.76 ( 48,690 ) 15.67 Forfeited - - ( 2,706 ) 15.67 Non-Vested share units as of December 31, 2020 981,416 $ 4.83 129,920 $ 15.67 Granted 698,289 9.94 Vested ( 543,167 ) 4.65 ( 4,955 ) 15.67 Forfeited - - ( 36,283 ) 15.11 Non-Vested share units as of December 31, 2021 438,249 $ 5.04 786,971 $ 10.63 Granted - - 312,137 10.30 Vested - - ( 305,078 ) 10.68 Forfeited - - ( 1,922 ) 10.63 Non-Vested share units as of December 31, 2022 438,249 $ 5.04 792,108 $ 10.48 |
Market Condition-based Awards and Performance Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Grant Date Fair Value | Grant date fair values of the market condition-based awards and the derived service periods assigned to the PSUs were estimated by a third-party valuation specialist using a Monte Carlo simulation in a risk-neutral framework assuming Geometric Motion, 100,000 trials, and using the following assumptions: August 18, 2020 October 1, 2020 October 13, 2020 Hurdle prices per share $ 7.24 ,$ 8.83 ,$ 10.41 ,$ 12.00 $ 12.00 $ 8.39 ,$ 9.59 ,$ 10.80 ,$ 12.00 End of simulation term August 18, 2026 October 1, 2026 October 13, 2026 Term of simulation 6 years 6 years 6 years Stock price as of measurement date $ 5.65 $ 6.47 $ 6.99 Volatility 54.13 % 54.80 % 54.92 % Risk-free rate (continuous) 0.37 % 0.36 % 0.41 % |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue By Revenue Source and Operating Segment | Company’s resources and evaluate performance. The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands): Year Ended December 31, 2022 2021 2020 Service Revenues: Maritime $ 412,593 $ 89,024 $ 81,395 Destination resorts 33,925 26,921 12,287 Total service revenues 446,518 115,945 93,682 Product Revenues: Maritime 94,530 23,698 23,441 Destination resorts 2,879 2,162 975 Timetospa.com 2,332 2,226 2,827 Total product revenues 99,741 28,086 27,243 Total revenues $ 546,259 $ 144,031 $ 120,925 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Tax Expense | Income (loss) before income tax expense consists of (in thousands): Year Ended December 31, 2022 2021 2020 U.S. $ ( 2,053 ) $ ( 2,506 ) $ ( 12,294 ) Foreign 55,836 ( 65,587 ) ( 274,869 ) $ 53,783 $ ( 68,093 ) $ ( 287,163 ) |
Schedule of Provision for Income Taxes | The income tax expense consists of the following (in thousands): Year Ended December 31, 2022 2021 2020 U.S. Federal $ 192 $ 126 $ 1,309 U.S. State 147 32 51 Foreign 285 271 ( 546 ) 624 429 814 Current 805 340 ( 761 ) Deferred ( 181 ) 89 1,575 $ 624 $ 429 $ 814 |
Schedule of Reconciliation of Difference between Expected Income Tax Expense (Benefit) | A reconciliation of the difference between the expected income tax expense (benefit) using the U.S. federal tax rate and our actual provision is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Provision using statutory U.S. federal tax rate $ 11,295 $ ( 14,298 ) $ ( 60,304 ) Foreign rate differential ( 12,123 ) 12,918 16,530 Prior period true up adjustment 4,630 ( 22 ) ( 1,798 ) State taxes 133 26 178 Change in valuation allowance ( 5,266 ) 192 5,454 Permanent differences 2,305 1,679 40,865 Other ( 350 ) ( 66 ) ( 111 ) Total $ 624 $ 429 $ 814 |
Schedule of Reconciliation of Beginning and Ending Amounts of Uncertain Tax Positions Excluding Interest and Penalties | A reconciliation of the beginning and ending amounts of uncertain tax positions, excluding interest and penalties, is as follows (in thousands): 2022 2021 2020 Beginning balance $ 1,663 $ 1,663 $ 1,663 Gross (decreases) increases—prior period tax position - - - Ending balance $ 1,663 $ 1,663 $ 1,663 |
Schedule of Deferred Income Taxes | Deferred income taxes consist of the following (in thousands): As of December 31, 2022 2021 Deferred income tax assets: Stock options $ 2,008 $ 6,773 Inventory reserves 27 25 Depreciation and amortization 2,501 1,773 Other reserves and accruals 125 587 Gift certificates 229 213 Net operating losses 1,151 3,408 Lease liability 3,736 - Total deferred income tax assets 9,777 12,779 Less valuation allowance ( 5,034 ) ( 11,809 ) Deferred income tax asset, net $ 4,743 $ 970 Deferred income tax liabilities: Right of use assets ( 3,630 ) - Other ( 886 ) ( 900 ) Total deferred income tax liability $ ( 4,516 ) $ ( 11,809 ) Net deferred income tax asset $ 227 $ 70 |
Schedule of Valuation Allowance | Following is the activity of the valuation allowance (in thousands): 2022 2021 Beginning balance $ 11,809 $ 11,543 Additions - 266 Deductions ( 6,775 ) - Ending balance $ 5,034 $ 11,809 |
Schedule of Foreign Tax Operating Loss Carryforwards Expiring | As of December 31, 2022, we had $ 6.4 million of foreign tax operating loss carryforwards expiring as follows (in millions): Expires 2023 $ 0.4 2024 0.4 2025 1.3 2026 0.3 2027 0.1 2028 0.2 2029 0.3 2030 0.6 2031 0.3 2032 0.2 Indefinite 2.3 Total $ 6.4 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum payments guarantee amounts | Following are the minimum payments guarantee amounts to be paid in the year indicated based on the agreements in effect as of December 31, 2022 (in thousands): Year Amount 2023 $ 104,307 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in accumulated other comprehensive income (loss) by component (in thousands): Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2022 Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2021 Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2020 Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Accumulated other comprehensive income (loss), beginning of the period $ ( 673 ) $ ( 1,324 ) $ ( 1,997 ) $ ( 560 ) $ ( 4,915 ) $ ( 5,475 ) $ ( 183 ) $ 902 $ 719 Other comprehensive (loss) income before reclassifications ( 556 ) 6,536 5,980 ( 113 ) 1,684 1,571 ( 377 ) ( 7,215 ) ( 7,592 ) Amounts reclassified from accumulated other comprehensive income (loss) - ( 186 ) ( 186 ) - 1,907 1,907 - 1,398 1,398 Net current period other comprehensive (loss) income ( 556 ) 6,350 5,794 ( 113 ) 3,591 3,478 ( 377 ) ( 5,817 ) ( 6,194 ) Ending balance $ ( 1,229 ) $ 5,026 $ 3,797 $ ( 673 ) $ ( 1,324 ) $ ( 1,997 ) $ ( 560 ) $ ( 4,915 ) $ ( 5,475 ) (1) See Note 15. |
Fair Value Measurements and D_2
Fair Value Measurements and Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Carrying Amounts and Estimated Fair Values of the Company's 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): As of December 31, 2022 As of December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash $ 32,064 $ 32,064 $ 30,937 $ 30,937 Restricted cash 1,198 1,198 1,896 1,896 Total Cash $ 33,262 $ 33,262 $ 32,833 $ 32,833 First lien term loan facility $ 200,681 $ 192,770 $ 202,457 $ 198,580 Second lien term loan facility 15,000 14,500 25,000 23,570 First lien revolving facility - - 7,000 6,890 Total debt $ 215,681 $ 207,270 $ 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 December 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 $ 3,117 $ - $ 3,117 $ - $ - $ - $ - $ - Derivative financial instruments (1) Other non-current assets 1,909 - 1,909 - - - - - Total Assets $ 5,026 $ - $ 5,026 $ - $ - $ - $ - $ - Liabilities: Derivative financial instruments (1) Other current liabilities $ - - $ - - $ 1,126 - $ 1,126 - Warrant liabilities Warrant liabilities 52,900 - 52,900 - 107,300 - 107,300 - Derivative financial instruments (1) Other long term liabilities - - - - 197 - 197 - Total Liabilities $ 52,900 $ - $ 52,900 $ - $ 108,623 $ - $ 108,623 $ - (1) Consists of an interest rate swap. |
Schedule of Interest Rate Derivatives | The effect of the interest rate swap contract designated as cash flows hedging instrument on the consolidated financial statements was as follows (in thousands): Derivative Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain Reclassified from Accumulated Other Comprehensive (Loss) Income into Income Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 Interest rate swap $ 6,536 $ 1,684 $ ( 7,215 ) Interest expense $ ( 186 ) $ 1,907 $ 1,398 Total $ 6,536 $ 1,684 $ ( 7,215 ) $ ( 186 ) $ 1,907 $ 1,398 |
Monte Carlo Model [Member] | |
Significant Assumptions used in the Model to Determine Fair Value of Warrants | The fair value of the Public and PIPE Warrants are considered a Level 2 valuation and is determined using the Monte Carlo model. The significant assumptions which the Company used in the model are: December 31, 2022 December 31, 2021 Public Warrants 2020 PIPE Warrants Public Warrants 2020 PIPE Warrants Stock price $ 9.33 $ 9.33 $ 10.02 $ 10.02 Strike price $ 11.50 $ 5.75 $ 11.50 $ 5.75 Remaining life (in years) 1.22 2.45 2.22 3.45 Volatility 44 % 44 % 68 % 68 % Interest rate 4.61 % 4.28 % 0.78 % 1.03 % Redemption price $ 18.00 $ 14.50 $ 18.00 $ 14.50 |
Black Sholes Models [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-Scholes model. The significant assumptions which the Company used in the model are: December 31, 2022 December 31, 2021 Stock price $ 9.33 $ 10.02 Strike price $ 11.50 $ 11.50 Remaining life (in years) 1.22 2.22 Volatility 44 % 68 % Interest rate 4.61 % 0.80 % Dividend yield 0.0 % 0.0 % |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 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): Year ended, 2022 2021 2020 Revenues: U.S. $ 19,903 $ 18,827 $ 11,585 Not connected to a country 506,405 111,346 102,420 Other 19,951 13,858 6,920 Total $ 546,259 $ 144,031 $ 120,925 As of December 31, 2022 2021 Property and equipment, net: U.S. $ 5,363 $ 5,951 Not connected to a country 7,426 6,298 Other 1,728 1,858 Total $ 14,517 $ 14,107 |
Organization - Additional Infor
Organization - Additional Information (Details) | Feb. 14, 2020 | Dec. 31, 2019 |
Medispa Limited [Member] | ||
Noncontrolling Interest | 60% | |
Medispa Limited [Member] | Third Party | ||
Noncontrolling Interest | 40% | |
Purchased Medispa Limited [Member] | ||
Percentage of noncontrolling interest acquired | 40% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||
Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) Business | Dec. 31, 2021 USD ($) Business | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Inventory impairment charges | $ 2,000,000 | $ 0 | $ 3,977,000 | $ 6,000,000 | ||
Goodwill impairment charges | 0 | 0 | 190,100,000 | |||
Trade name impairment charges | $ 0 | 0 | 700,000 | |||
Contract renewal term | five years | |||||
Operating lease, renewal term | 10 years | |||||
Shipping and handling costs | $ 15,777,000 | 15,526,000 | 18,957,000 | |||
Lease concession | $ 0 | $ 0 | ||||
Number of cruise business | Business | 3 | 3 | ||||
Allowance for doubtful accounts | $ 497,000 | $ 116,000 | $ 497,000 | 44,000 | $ 10,000 | |
Provision for doubtful accounts | 18,000 | $ 453,000 | 172,000 | |||
Operating lease right-of-use assets | $ 16,000,000 | 13,932,000 | ||||
Operating lease liability | 16,300,000 | |||||
Reclassified to operating right-of-use assets from liability accounts related to existing leases | $ 300,000 | $ 251,000 | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | |||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||
Accounting standards update [extensible enumeration] | us-gaap:AccountingStandardsUpdate201602Member | |||||
Change in accounting principle, accounting standards update, transition option elected [extensible enumeration] | us-gaap:AccountingStandardsUpdate201602RetrospectiveMember | |||||
Minimum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Operating lease, renewal term | 3 years | |||||
Tax benefit realized upon ultimate settlement | 50% | |||||
Minimum [Member] | Concentration of Credit Risk [Member] | Accounts Receivable [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 10% | 10% | ||||
Maximum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Operating lease, renewal term | 5 years | |||||
Cost of Revenue and Operating Expenses [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Advertising expenses | $ 2,100,000 | $ 1,500,000 | 2,400,000 | |||
Administrative Expenses [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Transaction gains (losses) included in administrative expenses | 300,000 | (200) | (70) | |||
Shipping And Handling [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Shipping and handling costs | $ 200,000 | $ 40,000 | $ 40,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciles Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 32,064 | $ 30,937 | ||
Restricted cash | 1,198 | 1,896 | ||
Total Cash | $ 33,262 | $ 32,833 | $ 43,448 | $ 13,863 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Rollforward of Inventory Reserve (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | ||||
Beginning balance | $ (5,870,000) | $ (6,000,000) | ||
Impairment charges | $ (2,000,000) | 0 | (3,977,000) | $ (6,000,000) |
Write-offs | $ 5,870,000 | 4,107,000 | ||
Ending balance | $ (5,870,000) | $ (5,870,000) | $ (6,000,000) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Loss per Basic and Diluted Share Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Accounting Policies [Abstract] | ||||
Net income (loss) | $ 53,159 | $ (68,522) | $ (287,977) | |
Gain on fair value of in-the-money warrant liabilities: | (6,400) | |||
Net income (loss), adjusted for change in fair value of warrants for diluted earnings per share | $ 46,759 | $ (68,522) | $ (287,977) | |
Weighted average shares outstanding - Basic | 92,507 | 90,134 | 74,359 | |
Dilutive effect of 2020 PIPE Warrants | 1,914 | |||
Dilutive effect of stock-based awards | 684 | |||
Weighted average shares outstanding - Diluted | [1] | 95,105 | 90,134 | 74,359 |
Loss per share: | ||||
Basic | $ 0.57 | $ (0.76) | $ (3.87) | |
Diluted | $ 0.49 | $ (0.76) | $ (3.87) | |
[1] During the years ended December 31, 2021 and 2020, potential common shares under the treasury stock 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, warrants, deferred shares and restricted stock. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Number of Antidilutive Potential Common Shares (Details) - shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 24,968 | 31,871 | 36,481 | |
Common Share Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | [1] | 24,145 | 29,145 | 26,974 |
Deferred shares [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,840 | |||
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 Share Units [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 511 | 1,499 | 702 | |
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 | 312 | 1,227 | 589 | |
[1] Includes all Public, Sponsor and 2020 PIPE Warrants. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Beginning balance | $ (497) | $ (44) | $ (10) |
Provision for doubtful accounts | (18) | (453) | (172) |
Write-offs | 399 | 138 | |
Ending balance | $ (116) | $ (497) | $ (44) |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 35,722 | $ 31,113 |
Less: Accumulated depreciation and amortization | (21,205) | (17,006) |
Property plant and equipment, net | 14,517 | 14,107 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 6,856 | 4,733 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, useful life in years | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, useful life in years | 7 years | |
Computers and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 11,237 | 9,214 |
Computers and Equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, useful life in years | 3 years | |
Computers and Equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, useful life in years | 8 years | |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 17,629 | $ 17,166 |
Property plant and equipment, useful life in years | Shorter of remaining lease term or useful life |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 4.4 | $ 5.7 | $ 7.6 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Goodwill impairment charges | $ 0 | $ 0 | $ 190,100,000 | |
Amortization of intangible assets | 16,823,000 | $ 16,829,000 | 16,823,000 | |
Estimated amortization expense in 2023 | 16,800,000 | |||
Estimated amortization expense in 2024 | 16,800,000 | |||
Estimated amortization expense in 2025 | 16,800,000 | |||
Estimated amortization expense in 2026 | 16,800,000 | |||
Estimated amortization expense in 2027 | $ 16,800,000 | |||
Trade Names [Member] | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Intangible assets, Impairment charge | $ 700,000 | |||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Goodwill and Intangible Asset Impairment | |||
Maritime [Member] | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Goodwill | $ 174,200,000 | |||
Destination Resorts [Member] | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Goodwill | $ 15,900,000 |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cost | $ 629,800 | $ 629,800 |
Accumulated Amortization and Impairment | (64,333) | (47,510) |
Net Balance | 565,467 | 582,290 |
Retail Concession Agreements [Member] | ||
Cost | 604,700 | 604,700 |
Accumulated Amortization and Impairment | (58,692) | (43,187) |
Net Balance | $ 546,008 | $ 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 | (4,480) | (3,287) |
Net Balance | $ 13,420 | $ 14,613 |
Weighted Average Amortization Period (in years) | 15 years | 15 years |
Licensing Agreements [Member] | ||
Cost | $ 1,000 | $ 1,000 |
Accumulated Amortization and Impairment | (461) | (336) |
Net Balance | $ 539 | $ 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 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Operative commissions | $ 6,605 | $ 3,132 |
Minimum cruise line commissions | 8,376 | 6,329 |
Professional fees | 3,253 | 7,028 |
Payroll and bonuses | 8,963 | 6,277 |
Interest | 3,336 | 1,964 |
Other | 9,466 | 7,502 |
Total | $ 39,999 | $ 32,232 |
Leases - Additional Information
Leases - Additional Information (Details) | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 10 years |
Weighted-average remaining lease term | 7 years 4 months 24 days |
Weighted-average discount rate | 4.39% |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 5 years |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 3 years |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Minimum rentals | $ 3,161 | $ 3,325 | $ 3,791 |
Contingent rentals | 5,486 | 4,072 | 1,703 |
Lease expense | $ 8,647 | $ 7,397 | $ 5,494 |
Leases - Summary of Lease Balan
Leases - Summary of Lease Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 13,932 | $ 16,000 |
Current portion of operating leases | 2,239 | |
Long-term operating leases | $ 12,101 |
Leases - Summary of Maturities
Leases - Summary of Maturities of the Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 2,145 |
2024 | 2,136 |
2025 | 2,163 |
2026 | 1,770 |
2027 | 1,180 |
Thereafter | 4,946 |
Operating lease liabilities | $ 14,340 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 01, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities - Operating cash outflows from operating leases | $ 3,006 | |
Right-of-use assets obtained in exchange for new lease obligations - Operating leases | $ 300 | $ 251 |
Long-term Debt - Summary of Lon
Long-term Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total debt | $ 215,681 | $ 234,457 |
Less: unamortized debt issuance cost | (2,895) | (3,998) |
Total debt, net of unamortized debt issuance cost | 212,786 | 230,459 |
Less: current portion of long-term debt | (2,085) | (1,776) |
Long-term debt, net | $ 210,701 | $ 228,683 |
First Lien Term Loan Facility [Member] | ||
Long-term debt, Interest Rate | 8.30% | 4% |
Long-term debt, Maturities | 2026 | |
Total debt | $ 200,681 | $ 202,457 |
Second Lien Term Loan Facility [Member] | ||
Long-term debt, Interest Rate | 11.80% | 7.60% |
Long-term debt, Maturities | 2027 | |
Total debt | $ 15,000 | $ 25,000 |
First Lien Revolving Facility [Member] | ||
Long-term debt, Interest Rate | 4% | |
Long-term debt, Maturities | 2024 | |
Total debt | $ 7,000 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2019 | Mar. 19, 2019 | Sep. 30, 2022 | Dec. 31, 2022 | |
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% | ||||
Percentage of net cash proceeds on debt incurrence | 100% | ||||
Quarterly amortization payments | 0.25% | ||||
Debt instrument, covenant compliance | As of December 31, 2022 and 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% | ||||
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% | ||||
Debt instrument variable rate basis | 3.75% | ||||
First Lien Term Loan Facility [Member] | |||||
Debt instrument face amount | $ 20,000 | ||||
Debt instrument term | 7 years | ||||
Prepayment of principal amount | $ 5,000 | ||||
First Lien Revolving Facility [Member] | |||||
Maximum borrowing capacity | $ 20,000 | $ 20,000 | $ 20,000 | ||
Debt instrument term | 5 years | ||||
Prepayment of principal amount | $ 7,000 | ||||
Available borrowing capacity | 20,000 | $ 20,000 | |||
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% | ||||
Prepayment of principal amount | $ 10,000 |
Long-term Debt - Schedule of Pr
Long-term Debt - Schedule of Principal Repayments on Long-term (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 2,085 | |
2024 | 2,085 | |
2025 | 2,085 | |
2026 | 2,085 | |
2027 | 2,085 | |
Thereafter Total | 205,256 | |
Total Debt | $ 215,681 | $ 234,457 |
Long-term Debt - Schedule of Bo
Long-term Debt - Schedule of Borrowing Capacity and Amount Borrowed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 19, 2019 |
Amount Borrowed | $ 215,681 | $ 234,457 | |
First Lien Revolving Facility [Member] | |||
Borrowing Capacity | $ 20,000 | $ 20,000 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) | 12 Months Ended | ||||
Apr. 30, 2020 Vote $ / shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 shares | Dec. 31, 2019 $ / shares | Oct. 19, 2017 $ / shares shares | |
Warrant Liabilities [Line Items] | |||||
Warrant exercise price | $ 11.50 | ||||
Warrants and rights outstanding | shares | 16,145,279 | 16,145,279 | |||
Warrants agreement expire date | 5 years | ||||
Redemption price of warrant | $ 0.01 | ||||
Share price minimum for redemption | $ 18 | ||||
2020 PIPE Warrants [Member] | |||||
Warrant Liabilities [Line Items] | |||||
Warrants and rights outstanding | shares | 8,000,000 | 8,000,000 | |||
2020 PIPE Warrants [Member] | Investment Agreement [Member] | |||||
Warrant Liabilities [Line Items] | |||||
Warrant exercise price | $ 5.75 | ||||
Warrants and rights outstanding | shares | 5,000,000 | 5,000,000 | |||
Price per warrants | $ 0.01 | ||||
Number of common stock voting rights | Vote | 1 | ||||
Sales price of common shares | $ 14.50 | ||||
Warrant expiration, description | will expire on the earlier of (i) the fifth anniversary of the closing of the 2020 Private Placement or (ii) the Redemption Date (as defined below). Each Warrant entitles the holder to purchase one share of OneSpaWorld common stock at an exercise price of $5.75. The 2020 PIPE Warrants may be exercised on a “cashless” basis, in accordance with a specified formula. In addition, the Company may, at any time prior to their expiration, elect to redeem not less than all of such then-outstanding 2020 PIPE Warrants at a price of $0.01 per warrant, provided that the last sales price of the common shares reported has been at least $14.50 per share (subject to adjustment in accordance with certain specified events), on each of twenty trading days within the thirty-trading day period ending on the third business day prior to the date on which notice of the redemption is given (the “Redemption Date”) | ||||
2019 PIPE Warrants [Member] | |||||
Warrant Liabilities [Line Items] | |||||
Warrant exercise price | $ 11.50 | ||||
Warrants to purchase common stock | shares | 8,000,000 | ||||
Warrants transferred to investors | shares | 3,105,294 |
Equity - Additional Information
Equity - Additional Information (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2022 shares | Mar. 24, 2020 | Nov. 30, 2019 $ / shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Aug. 01, 2022 USD ($) | Dec. 07, 2020 USD ($) $ / shares | |
Non-voting common share convert into voting common share | 1 | ||||||
Non-voting common share convert into voting common share as result of qualified transfer | 3,800,000 | ||||||
Percentage of voting power on contingent conversion triggering event | 44.90% | ||||||
Deferred Shares | 5,000,000 | ||||||
Cash dividend per share | $ / shares | $ 0.04 | ||||||
Dividend declared date | Feb. 26, 2020 | ||||||
Dividend payable date | May 29, 2020 | ||||||
Dividend record date | Apr. 10, 2020 | ||||||
Dividends payable | $ | $ 2.4 | $ 2.4 | |||||
Steiner [Member] | |||||||
Deferred Shares | 5,000,000 | ||||||
Haymaker Sponsor LLC [Member] | |||||||
Consideration Arrangements Description | As part of the equity consideration transferred in the Business Combination on March 19, 2019, Steiner and Haymaker Sponsor, LLC (“Haymaker Sponsor”) received deferred shares which provided the right to receive 5.0 million and 1.6 million shares OneSpaWorld common stock, respectively. The issuance of the OneSpaWorld common shares related to the Deferred Shares is contingent upon the earliest occurrence of any of the following events: (i) OneSpaWorld share price reaching $20 per share for five consecutive trading dates, as adjusted to reflect any stock split, reverse stock split, stock dividend, payment of dividends and other events as defined in the applicable Deferred Shares agreement, (ii) in the event of a change of control, as defined, of the Company if the price per share paid in connection with such change in control is equal to or greater than $20; however, if the price per share paid in connection with such change in control is less than $20, then no OneSpaWorld common shares will be issued and all the rights to receive the shares will be forfeited for no consideration, and (iii) ten years from the date of the Business Combination agreement. | ||||||
Deferred Shares | 1,600,000 | ||||||
2020 Private Placement [Member] | |||||||
Weighted average price | $ / shares | $ 10.50 | ||||||
At-the- Market Equity Offering [Member] | Common Stock [Member] | |||||||
Sales price of common shares | $ / shares | $ 0.0001 | ||||||
Proceeds from the issuance of common shares | $ | $ 27.5 | ||||||
Common stock, shares sold | 3,900,000 | 2,600,000 | |||||
Offering-related expenses | $ | $ 0.9 | ||||||
Remaining available under sales agreement | $ | $ 10 | ||||||
At-the- Market Equity Offering [Member] | Maximum [Member] | Common Stock [Member] | |||||||
Aggregate offering amount | $ | $ 50 | ||||||
Two Directors [Member] | Minimum [Member] | Steiner [Member] | |||||||
Percentage of issued and outstanding common shares | 15% | ||||||
One Directors [Member] | Minimum [Member] | Steiner [Member] | |||||||
Percentage of issued and outstanding common shares | 5% | ||||||
Common Class A [Member] | |||||||
Common stock, shares authorized | 250,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Number of common stock voting rights | Vote | 1 | ||||||
Voting Common Stock [Member] | |||||||
Common stock, shares authorized | 225,000,000 | 225,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 79,544,055 | 78,422,887 | |||||
Common stock, shares outstanding | 79,544,055 | 78,422,887 | |||||
Deferred Shares | 2,800,000 | ||||||
Non-Voting Common Stock [Member] | |||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 13,421,914 | 13,421,914 | |||||
Common stock, shares outstanding | 13,421,914 | 13,421,914 | |||||
Deferred Shares | 2,200,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |||||||||||||
Dec. 06, 2022 | Dec. 05, 2022 | Jul. 26, 2022 | Mar. 07, 2022 | Feb. 22, 2022 | Aug. 03, 2021 | Oct. 13, 2020 | Oct. 01, 2020 | Aug. 18, 2020 | Mar. 26, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 18, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock based compensation cost | $ 12,900,000 | $ 10,600,000 | $ 4,900,000 | |||||||||||
Outstanding options forfeited to purchase aggregate common shares | 3,434,379 | |||||||||||||
Former Chief Executive Officer [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Options forfeited due to retirement of former Chief Executive Officer | 941,512 | |||||||||||||
Minimum [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting Period | 1 year | |||||||||||||
Maximum [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting Period | 3 years | |||||||||||||
Restricted Stock Units and Performance Stock Units [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Unrecognized compensation expense | $ 13,300,000 | |||||||||||||
Restricted Share Units [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Total fair value of awards vested | $ 8,600,000 | $ 6,600,000 | $ 300,000 | |||||||||||
Number of awards granted to certain employees | 701,066 | 411,595 | 1,833,821 | |||||||||||
Weighted-average grant date fair value, Granted | $ 9.20 | $ 10.07 | $ 7.33 | |||||||||||
Restricted Share Units [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 | 0.6667% | 0.3333% | ||||||||||||
Restricted Share Units [Member] | Board of directors [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of awards granted to certain employees | 199,289 | |||||||||||||
Restricted Stock Award [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Unrecognized compensation expense | $ 8,600,000 | |||||||||||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 1 year 1 month 6 days | |||||||||||||
Performance Share Units [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Unrecognized compensation expense | $ 5,000,000 | |||||||||||||
Total fair value of awards vested | $ 3,000,000 | $ 5,400,000 | $ 2,600,000 | |||||||||||
Number of awards granted to certain employees | 312,137 | 698,289 | 181,316 | |||||||||||
Weighted-average grant date fair value, Granted | $ 10.30 | $ 9.94 | $ 15.67 | |||||||||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 1 year 8 months 12 days | |||||||||||||
Vesting rights, Percentage | 33% | |||||||||||||
Share based payment award plan modification price per share | $ 8.76 | |||||||||||||
Share-based payment arrangement plan modification cost | $ 1,300,000 | |||||||||||||
Aggregate intrinsic value | $ 11,500,000 | $ 12,200,000 | ||||||||||||
Performance Share Units [Member] | Executive officers [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of awards granted to certain employees | 312,137 | |||||||||||||
Share based compensation grant | 83,333 | 166,667 | 1,003,000 | |||||||||||
Share based compensation expiration period | 6 years | 6 years | 6 years | |||||||||||
Common shares reaching | $ 12 | |||||||||||||
Market Condition Based Awards [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Total fair value of awards vested | $ 0 | |||||||||||||
Number of awards granted to certain employees | 1,253,000 | |||||||||||||
Weighted-average grant date fair value, Granted | $ 4.81 | |||||||||||||
2019 Equity Incentive Plan [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based compensation initially authorized | 7,000,000 | |||||||||||||
Share based compensation grant | 0 | 0 | 0 | |||||||||||
Share based compensation expiration period | 6 years | |||||||||||||
Outstanding stock options | 0 | 0 | ||||||||||||
Unrecognized compensation cost related to the share options granted or exercised | $ 0 | |||||||||||||
Share options, exercisable | 0 | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Share Units [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of awards, Non-Vested | 1,498,045 | 1,831,115 | 60,902 |
Number of awards, Granted | 701,066 | 411,595 | 1,833,821 |
Number of awards, Vested | (912,619) | (697,640) | (54,491) |
Number of awards, Forfeited | (1,922) | (47,025) | (9,117) |
Number of awards, Non-Vested | 1,284,570 | 1,498,045 | 1,831,115 |
Weighted-average grant date fair value, Non-Vested | $ 8.76 | $ 7.32 | $ 15.60 |
Weighted-average grant date fair value, Granted | 9.20 | 10.07 | 7.33 |
Weighted-average grant date fair value, Vested | 8.36 | 5.88 | 15.60 |
Weighted-average grant date fair value, Forfeited | 10.26 | 12.19 | 15.62 |
Weighted-average grant date fair value, Non-Vested | $ 9.28 | $ 8.76 | $ 7.32 |
Aggregate Intrinsic Value, Non-vested | $ 11,985 | $ 15,010 | $ 18,568 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Parenthetical) (Details) - Restricted Share Units [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Aggregate intrinsic value per share | $ 9.33 | $ 10.02 | $ 10.14 |
Exercise price | $ 0 | $ 0 | $ 0 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Hurdle Price Activity of PSU's (Details) - Performance Share Units [Member] - $ / shares | 12 Months Ended | ||
Oct. 13, 2020 | Aug. 18, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of PSU's Vested | 33% | ||
Hurdle Price - $7.24 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 7.24 | ||
Percentage of PSU's Vested | 25% | ||
Hurdle Price - $8.83 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 8.83 | ||
Percentage of PSU's Vested | 25% | ||
Hurdle Price - $10.41 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 10.41 | ||
Percentage of PSU's Vested | 25% | ||
Hurdle Price - $12.00 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 12 | $ 12 | |
Percentage of PSU's Vested | 25% | 25% | |
Hurdle Price - $8.39 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 8.39 | ||
Percentage of PSU's Vested | 25% | ||
Hurdle Price - $9.59 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 9.59 | ||
Percentage of PSU's Vested | 25% | ||
Hurdle Price - $10.80 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 10.80 | ||
Percentage of PSU's Vested | 25% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Grant Date Fair Value of Market Condition-based Awards and PSU's (Details) - Market Condition-based Awards and Performance Stock Units [Member] - $ / shares | Oct. 13, 2020 | Oct. 01, 2020 | Aug. 18, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
End of simulation term | Oct. 13, 2026 | Oct. 01, 2026 | Aug. 18, 2026 |
Term of simulation | 6 years | 6 years | 6 years |
Stock price as of measurement date | $ 6.99 | $ 6.47 | $ 5.65 |
Volatility | 54.92% | 54.80% | 54.13% |
Risk-free rate (continuous) | 0.41% | 0.36% | 0.37% |
Hurdle Price - $7.24 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 7.24 | ||
Hurdle Price - $8.83 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | 8.83 | ||
Hurdle Price - $10.41 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | 10.41 | ||
Hurdle Price - $12.00 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 12 | $ 12 | $ 12 |
Hurdle Price - $8.39 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | 8.39 | ||
Hurdle Price - $9.59 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | 9.59 | ||
Hurdle Price - $10.80 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 10.80 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of PSUs Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Market Condition Based Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of awards, Non-Vested | 438,249 | 981,416 | |
Number of awards, Granted | 1,253,000 | ||
Number of awards, Vested | (543,167) | (271,584) | |
Number of awards, Non-Vested | 438,249 | 438,249 | 981,416 |
Weighted-average grant date fair value, Non-Vested | $ 5.04 | $ 4.83 | |
Weighted-average grant date fair value, Granted | $ 4.81 | ||
Weighted-average grant date fair value, Vested | 4.65 | 4.76 | |
Weighted-average grant date fair value, Non-Vested | $ 5.04 | $ 5.04 | $ 4.83 |
Performance Share Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of awards, Non-Vested | 786,971 | 129,920 | |
Number of awards, Granted | 312,137 | 698,289 | 181,316 |
Number of awards, Vested | (305,078) | (4,955) | (48,690) |
Number of awards, Forfeited | (1,922) | (36,283) | (2,706) |
Number of awards, Non-Vested | 792,108 | 786,971 | 129,920 |
Weighted-average grant date fair value, Non-Vested | $ 10.63 | $ 15.67 | |
Weighted-average grant date fair value, Granted | 10.30 | 9.94 | $ 15.67 |
Weighted-average grant date fair value, Vested | 10.68 | 15.67 | 15.67 |
Weighted-average grant date fair value, Forfeited | 10.63 | 15.11 | 15.67 |
Weighted-average grant date fair value, Non-Vested | $ 10.48 | $ 10.63 | $ 15.67 |
Noncontrolling Interest - Addit
Noncontrolling Interest - Additional Information (Detail) | Feb. 14, 2020 | Dec. 31, 2019 |
Purchased Medispa Limited [Member] | ||
Minority Interest [Line Items] | ||
Percentage of noncontrolling interest acquired | 40% | |
Medispa Limited [Member] | ||
Minority Interest [Line Items] | ||
Noncontrolling Interest | 60% | |
Medispa Limited [Member] | Third Party | ||
Minority Interest [Line Items] | ||
Noncontrolling Interest | 40% |
Noncontrolling Interest - Summa
Noncontrolling Interest - Summary of Total Equity Adjusted Due to Purchase of Noncontrolling Interest (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Minority Interest [Line Items] | |
Purchase of noncontrolling interest | $ (10,810) |
Non-Controlling Interest [Member] | |
Minority Interest [Line Items] | |
Purchase of noncontrolling interest | (4,113) |
Additional Paid-in Capital [Member] | |
Minority Interest [Line Items] | |
Purchase of noncontrolling interest | $ (6,697) |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Service [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Amortization of deferred contract cost | $ 1.1 | $ 0.7 | $ 0.4 |
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 | $ 33.6 | 19.5 | $ 3 |
Other Current Liabilities [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Liability for unredeemed gift cards | 0.8 | 0.8 | |
Other Non-current Assets [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Deferred contract cost | $ 3.2 | $ 2.9 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue By Revenue Source and Operating Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 546,259 | $ 144,031 | $ 120,925 |
Service [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 446,518 | 115,945 | 93,682 |
Service [Member] | Maritime [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 412,593 | 89,024 | 81,395 |
Service [Member] | Destination Resorts [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 33,925 | 26,921 | 12,287 |
Product [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 99,741 | 28,086 | 27,243 |
Product [Member] | Maritime [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 94,530 | 23,698 | 23,441 |
Product [Member] | Destination Resorts [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 2,879 | 2,162 | 975 |
Product [Member] | Timetospa.com [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 2,332 | $ 2,226 | $ 2,827 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (2,053) | $ (2,506) | $ (12,294) |
Foreign | 55,836 | (65,587) | (274,869) |
Income (loss) before income tax expense | $ 53,783 | $ (68,093) | $ (287,163) |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. Federal | $ 192 | $ 126 | $ 1,309 |
U.S. State | 147 | 32 | 51 |
Foreign | 285 | 271 | (546) |
Income tax expense | 624 | 429 | 814 |
Current | 805 | 340 | (761) |
Deferred income taxes | $ (181) | $ 89 | $ 1,575 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Difference between Expected Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Provision using statutory | |||
U.S. federal tax rate | $ 11,295 | $ (14,298) | $ (60,304) |
Foreign rate differential | (12,123) | 12,918 | 16,530 |
Prior period true up adjustment | 4,630 | (22) | (1,798) |
State taxes | 133 | 26 | 178 |
Change in valuation allowance | (5,266) | 192 | 5,454 |
Permanent differences | 2,305 | 1,679 | 40,865 |
Other | (350) | (66) | (111) |
Income tax expense | $ 624 | $ 429 | $ 814 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
U.S. federal income tax rate | 21% | 21% | 21% |
Uncertain tax positions, including interest and penalties accrued that would affect effective income tax rate | $ 3.9 | $ 4.1 | |
Accrued interest and penalties related to uncertain tax positions | $ 2.3 | 2.4 | |
Earliest Tax Year [Member] | |||
Income Tax Contingency [Line Items] | |||
Income tax examination year | 2017 | ||
Latest Tax Year [Member] | |||
Income Tax Contingency [Line Items] | |||
Income tax examination year | 2021 | ||
Foreign [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 6.4 | ||
Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Valuation allowance increased (decreased) | $ (6.8) | $ 0.3 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amounts of Uncertain Tax Positions Excluding Interest and Penalties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 1,663 | $ 1,663 | $ 1,663 |
Gross (decreases) increases—prior period tax position | 0 | 0 | 0 |
Ending balance | $ 1,663 | $ 1,663 | $ 1,663 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Stock options | $ 2,008 | $ 6,773 |
Inventory reserves | 27 | 25 |
Depreciation and amortization | 2,501 | 1,773 |
Other reserves and accruals | 125 | 587 |
Gift certificates | 229 | 213 |
Net operating losses | 1,151 | 3,408 |
Lease liability | 3,736 | |
Total deferred income tax assets | 9,777 | 12,779 |
Less valuation allowance | (5,034) | (11,809) |
Deferred income tax asset, net | 4,743 | 970 |
Deferred income tax liabilities: | ||
Right of use assets | (3,630) | |
Other | (886) | (900) |
Total deferred income tax liability | (4,516) | (11,809) |
Net deferred income tax asset | $ 227 | $ 70 |
Income Taxes - Schedule Of Valu
Income Taxes - Schedule Of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 11,809 | $ 11,543 |
Additions | 266 | |
Deductions | (6,775) | |
Ending balance | $ 5,034 | $ 11,809 |
Income Taxes - Schedule of Fore
Income Taxes - Schedule of Foreign Tax Operating Loss Carryforwards Expiring (Details) - Foreign [Member] $ in Millions | Dec. 31, 2022 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 6.4 |
Expires on 2023 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.4 |
Expires on 2024 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.4 |
Expires on 2025 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 1.3 |
Expires on 2026 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.3 |
Expires on 2027 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.1 |
Expires on 2028 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.2 |
Expires on 2029 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.3 |
Expires on 2030 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.6 |
Expires on 2031 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.3 |
Expires on 2032 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.2 |
Expires on Indefinite [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 2.3 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2020 USD ($) Beneficialownershipsubsidiary | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | |
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 | ||
Carnival [Member] | Customer Concentration Risk [Member] | Revenue [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Concentration risk, percentage | 41% | 36.70% | 43.40% | |
Royal Caribbean [Member] | Customer Concentration Risk [Member] | Revenue [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Concentration risk, percentage | 28% | 22.80% | 20.90% | |
Norwegian Cruise Line [Member] | Customer Concentration Risk [Member] | Revenue [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Concentration risk, percentage | 15.60% | 11.40% | 16.30% |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of minimum payments guarantee amounts (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 104,307 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Income (Loss) by Component - Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
BALANCE | $ 293,904 | $ 320,828 | $ 590,468 | |
Total other comprehensive income (loss), net of tax | 5,794 | 3,478 | (6,194) | |
BALANCE | 365,809 | 293,904 | 320,828 | |
Foreign Currency Translation Adjustments [Member] | ||||
BALANCE | (673) | (560) | (183) | |
Other comprehensive (loss) income before reclassifications | (556) | (113) | (377) | |
Total other comprehensive income (loss), net of tax | (556) | (113) | (377) | |
BALANCE | (1,229) | (673) | (560) | |
Changes Related to Cash Flow Derivative Hedge [Member] | ||||
BALANCE | [1] | (1,324) | (4,915) | 902 |
Other comprehensive (loss) income before reclassifications | [1] | 6,536 | 1,684 | (7,215) |
Amounts reclassified from accumulated other comprehensive income (loss) | [1] | (186) | 1,907 | 1,398 |
Total other comprehensive income (loss), net of tax | [1] | 6,350 | 3,591 | (5,817) |
BALANCE | [1] | 5,026 | (1,324) | (4,915) |
Accumulated Other Comprehensive Income (Loss) [Member] | ||||
BALANCE | (1,997) | (5,475) | 719 | |
Other comprehensive (loss) income before reclassifications | 5,980 | 1,571 | (7,592) | |
Amounts reclassified from accumulated other comprehensive income (loss) | (186) | 1,907 | 1,398 | |
Total other comprehensive income (loss), net of tax | 5,794 | 3,478 | (6,194) | |
BALANCE | $ 3,797 | $ (1,997) | $ (5,475) | |
[1] See Note 15. |
Fair Value Measurements and D_3
Fair Value Measurements and Derivatives - Summary of Carrying Amounts and Estimated Fair Values of the Company's Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Cash | $ 32,064 | $ 30,937 | ||
Restricted cash | 1,198 | 1,896 | ||
Total Cash | 33,262 | 32,833 | $ 43,448 | $ 13,863 |
Total debt | 215,681 | 234,457 | ||
Carrying Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Cash | 32,064 | 30,937 | ||
Restricted cash | 1,198 | 1,896 | ||
Total Cash | 33,262 | 32,833 | ||
Total debt | 215,681 | 234,457 | ||
Estimated Fair Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Cash | 32,064 | 30,937 | ||
Restricted cash | 1,198 | 1,896 | ||
Total Cash | 33,262 | 32,833 | ||
Total debt | 207,270 | 229,040 | ||
First Lien Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | 200,681 | 202,457 | ||
First Lien Term Loan Facility [Member] | Carrying Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | 200,681 | 202,457 | ||
First Lien Term Loan Facility [Member] | Estimated Fair Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | 192,770 | 198,580 | ||
Second Lien Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | 15,000 | 25,000 | ||
Second Lien Term Loan Facility [Member] | Carrying Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | 15,000 | 25,000 | ||
Second Lien Term Loan Facility [Member] | Estimated Fair Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 14,500 | 23,570 | ||
First Lien Revolving Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | 7,000 | |||
First Lien Revolving Facility [Member] | Carrying Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | 7,000 | |||
First Lien Revolving Facility [Member] | Estimated Fair Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 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 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Fair value of assets | $ 5,026 | |
Liabilities: | ||
Fair value of liabilities | 52,900 | $ 108,623 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Fair value of assets | 5,026 | |
Liabilities: | ||
Fair value of liabilities | 52,900 | 108,623 |
Derivative Financial Instruments [Member] | Other Current Assets [Member] | ||
Assets | ||
Fair value of assets | 3,117 | |
Derivative Financial Instruments [Member] | Other Noncurrent Assets [Member] | ||
Assets | ||
Fair value of assets | 1,909 | |
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 | 52,900 | 107,300 |
Derivative Financial Instruments [Member] | Other Long Term Liabilities [Member] | ||
Liabilities: | ||
Fair value of liabilities | 197 | |
Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 2 [Member] | Other Current Assets [Member] | ||
Assets | ||
Fair value of assets | 3,117 | |
Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 2 [Member] | Other Noncurrent Assets [Member] | ||
Assets | ||
Fair value of assets | 1,909 | |
Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 2 [Member] | Other Current Liabilities [Member] | ||
Liabilities: | ||
Fair value of liabilities | 1,126 | |
Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 2 [Member] | Warrant Liabilities [Member] | ||
Liabilities: | ||
Fair value of liabilities | $ 52,900 | 107,300 |
Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 2 [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] | Dec. 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 2 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) | 2 years 5 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 | 9.33 | 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 | 9.33 | 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 | 0.44 | 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 | 0.44 | 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 | 0.0461 | 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 | 0.0428 | 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] | Dec. 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 2 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 | 9.33 | 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 | 0.44 | 0.68 |
Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0461 | 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) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) Unit | Sep. 30, 2019 USD ($) | |
Goodwill impairment charges | $ 0 | $ 0 | $ 190,100,000 | |
Number of segment reporting units | Unit | 2 | |||
Maritime [Member] | ||||
Discount rates utilized | 14% | |||
Destination Resorts [Member] | ||||
Discount rates utilized | 12.50% | |||
Trade Name [Member] | ||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Goodwill and Intangible Asset Impairment | |||
Intangible assets, Impairment charge | $ 700,000 | |||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | ||||
Fixed interest rate payments | 1.457% | |||
Notional derivative amount at the contract inception,liability | $ 101,000,000 | $ 127,700,000 | $ 174,700,000 | |
Interest rate swap maturity date | Sep. 19, 2024 | |||
Interest rate cash flow hedge gain or loss to be reclassified within the next twelve months | $ 3,200,000 |
Fair Value Measurements and D_8
Fair Value Measurements and Derivatives - Summary of Interest Rate Swap Contract (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative | $ 6,536 | $ 1,684 | $ (7,215) |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income | (186) | 1,907 | 1,398 |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Interest Expense [Member] | |||
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative | 6,536 | 1,684 | (7,215) |
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income | $ (186) | $ 1,907 | $ 1,398 |
Transactions with Related Par_2
Transactions with Related Parties - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Aug. 03, 2018 | Dec. 31, 2022 | Dec. 31, 2020 | |
Operational services agreement termination date | Dec. 31, 2020 | ||
Lessee, operating lease, term of contract | 12 years | ||
Lessee, operating lease, option to extend | two periods of five years | ||
Operating leases, rent expense, net | $ 480,000 | ||
Lessee operating sub lease term of contract | 5 years | ||
Sublease termination date | Aug. 12, 2020 | ||
Nemo Investor Aggregator Limited [Member] | |||
Related party transaction, amounts of transaction | $ 850,000,000 |
Profit Sharing Plans - Addition
Profit Sharing Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Salary and Payroll Taxes [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contribution under profit sharing retirement plan | $ 0.4 | $ 0.3 | $ 0.3 |
Segment and Geographic Inform_3
Segment and Geographic Information - Summary of Geographic information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
REVENUES | $ 546,259 | $ 144,031 | $ 120,925 |
Property and equipment, net: | |||
Property and equipment, net | 14,517 | 14,107 | |
U.S. [Member] | |||
Revenues: | |||
REVENUES | 19,903 | 18,827 | 11,585 |
Property and equipment, net: | |||
Property and equipment, net | 5,363 | 5,951 | |
Not connected to a country [Member] | |||
Revenues: | |||
REVENUES | 506,405 | 111,346 | 102,420 |
Property and equipment, net: | |||
Property and equipment, net | 7,426 | 6,298 | |
Other [Member] | |||
Revenues: | |||
REVENUES | 19,951 | 13,858 | $ 6,920 |
Property and equipment, net: | |||
Property and equipment, net | $ 1,728 | $ 1,858 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Second Lien Term Loan Facility [Member] - USD ($) $ in Millions | Feb. 07, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||
Aggregate principal amount | $ 10 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate principal amount | $ 5 |