OneSpaWorld Holdings Limited (OSW) 10-Q 5 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2023 shares
Document and Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	OneSpaWorld Holdings Limited
Entity Central Index Key	0001758488
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	C5
Entity Tax Identification Number	00-0000000
Entity File Number	001-38843
Entity Address, Address Line One	Office Number 2
Entity Address, Address Line Two	Pineapple Business ParkAirport Industrial Park
Entity Address, Address Line Three	P.O Box N-624
Entity Address, City or Town	Nassau, Island of New Providence
Entity Address, Country	BS
Entity Address, Postal Zip Code	00000
City Area Code	242
Local Phone Number	322-2670
Title of 12(b) Security	Common Shares, par value (U.S.)$0.0001 per share
Trading Symbol	OSW
Security Exchange Name	NASDAQ
Voting Common Stock [Member]
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding	79,786,014
Non-Voting Common Stock [Member]
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding	13,421,914

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 22,799	$ 32,064
Restricted cash	1,198	1,198
Accounts receivable, net	41,760	33,558
Inventories, net	51,080	39,835
Prepaid expenses	6,404	7,084
Other current assets	4,189	4,154
Total current assets	127,430	117,893
Property and equipment, net	14,781	14,517
Operating lease right-of-use assets, net	13,670	13,932
Intangible assets, net	561,261	565,467
OTHER ASSETS:
Deferred tax asset		227
Other non-current assets	4,483	5,399
Total other assets	4,483	5,626
Total assets	721,625	717,435
LIABILITIES:
Accounts payable	38,634	24,124
Accrued expenses	31,791	39,999
Current portion of operating leases	2,431	2,239
Current portion of long-term debt	2,085	2,085
Other current liabilities	1,366	1,116
Total current liabilities	76,307	69,563
Income tax contingency	3,939	3,912
Warrant liabilities	74,800	52,900
Other long-term liabilities	2,449	2,449
Long-term operating leases	11,698	12,101
Long-term debt, net	200,504	210,701
Total liabilities	369,697	351,626
Commitments and contingencies (Note 12)
Common stock:
Additional paid-in capital	703,418	700,612
Accumulated deficit	(354,513)	(338,609)
Accumulated other comprehensive income	3,014	3,797
Total shareholders' equity	351,928	365,809
Total liabilities and shareholders' equity	721,625	717,435
Voting Common Stock [Member]
Common stock:
Common stock	8	8
Non-Voting Common Stock [Member]
Common stock:
Common stock	$ 1	$ 1

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
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	79,786,014	79,544,055
Common stock, shares outstanding	79,786,014	79,544,055
Non-Voting Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	13,421,914	13,421,914
Common stock, shares outstanding	13,421,914	13,421,914

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
REVENUES:
REVENUES	$ 182,455	$ 87,663
COST OF REVENUES AND OPERATING EXPENSES:
Administrative	3,570	3,833
Salaries, benefits and payroll taxes	8,921	8,727
Amortization of intangible assets	4,206	4,206
Total cost of revenues and operating expenses	171,290	94,085
Income (loss) from operations	11,165	(6,422)
OTHER (EXPENSE) INCOME
Interest expense, net	(4,610)	(3,407)
Change in fair value of warrant liabilities	(21,900)	3,400
Total other expense	(26,510)	(7)
Loss before income tax expense (benefit)	(15,345)	(6,429)
INCOME TAX EXPENSE (BENEFIT)	559	(113)
NET LOSS	$ (15,904)	$ (6,316)
NET LOSS PER VOTING AND NON-VOTING SHARE
Basic	$ (0.17)	$ (0.07)
Diluted	$ (0.17)	$ (0.07)
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic	93,418	92,204
Diluted	93,418	92,204
Service [Member]
REVENUES:
REVENUES	$ 150,121	$ 71,162
COST OF REVENUES AND OPERATING EXPENSES:
Cost of Revenue	126,328	62,667
Product [Member]
REVENUES:
REVENUES	32,334	16,501
COST OF REVENUES AND OPERATING EXPENSES:
Cost of Revenue	$ 28,265	$ 14,652

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Other Comprehensive Income [Abstract]
Net loss	$ (15,904)	$ (6,316)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	188	(242)
Net unrealized (loss) gain on derivative	(232)	3,243
Amount realized and reclassified into earnings	(739)	397
Total other comprehensive (loss) income, net of tax	(783)	3,398
Total comprehensive loss	$ (16,687)	$ (2,918)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member] Voting Common Stock [Member]	Common Stock [Member] Non-Voting Common Stock [Member]	Common Stock [Member] Voting and Non-Voting Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive (Loss) Income [Member]	Accumulated Deficit [Member]
BALANCE at Dec. 31, 2021	$ 293,904			$ 9	$ 687,660	$ (1,997)	$ (391,768)
BALANCE (In Shares) at Dec. 31, 2021		78,423	13,422
Net income (loss)	(6,316)						(6,316)
Stock-based compensation	3,286				3,286
Foreign currency translation adjustment	(242)					(242)
Unrecognized gain (loss) on derivatives	3,640					3,640
Proceeds from 2021 exercise of public warrants	55				55
Common shares issued under equity incentive plan, Shares		286
BALANCE at Mar. 31, 2022	294,327			9	691,001	1,401	(398,084)
BALANCE (In Shares) at Mar. 31, 2022		78,709	13,422
BALANCE at Dec. 31, 2022	365,809			9	700,612	3,797	(338,609)
BALANCE (In Shares) at Dec. 31, 2022		79,544	13,422
Net income (loss)	(15,904)						(15,904)
Stock-based compensation	2,591				2,591
Foreign currency translation adjustment	188					188
Unrecognized gain (loss) on derivatives	(971)					(971)
Proceeds from exercise of warrants	215				215
Proceeds from exercise of warrants, Shares		20
Common shares issued under equity incentive plan, Shares		222
BALANCE at Mar. 31, 2023	$ 351,928			$ 9	$ 703,418	$ 3,014	$ (354,513)
BALANCE (In Shares) at Mar. 31, 2023		79,786	13,422

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (15,904)	$ (6,316)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	5,509	5,477
Amortization of deferred financing costs	324	257
Change in fair value of warrant liabilities	21,900	(3,400)
Stock-based compensation	2,591	3,286
Provision for doubtful accounts	5
Loss from write-offs of property and equipment		10
Noncash lease expense	51	20
Deferred income taxes	227
Changes in:
Accounts receivable, net	(8,207)	(2,227)
Inventories, net	(11,245)	(220)
Prepaid expenses	680	750
Other current assets	(179)	217
Other noncurrent assets	(139)	192
Accounts payable	14,510	1,726
Accrued expenses	(8,208)	(210)
Other current liabilities	250	(56)
Income tax contingency	27	(67)
Net cash provided by (used in) operating activities	2,192	(561)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(1,319)	(919)
Net cash used in investing activities	(1,319)	(919)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of warrants	215	55
Repayment on term loan facilities	(10,521)	(212)
Net cash (used in) provided by financing activities	(10,306)	(157)
Effect of exchange rate changes on cash	168	(246)
Net decrease in cash and cash equivalents and restricted cash	(9,265)	(1,883)
Cash and cash equivalents and restricted cash, Beginning of period	33,262	32,833
Cash and cash equivalents and restricted cash, End of period	23,997	30,950
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income taxes	41	35
Interest	$ 5,123	$ 3,350

ORGANIZATION

ORGANIZATION	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	1. ORGANIZATION OneSpaWorld Holdings Limited (“OneSpaWorld,” the “Company,” “we,” “us,” or “our”) is an international business company incorporated under the laws of the Commonwealth of The Bahamas. OneSpaWorld is a global provider and innovator in the fields of health and wellness, fitness and beauty. In facilities on cruise ships and in land-based resorts, the Company strives to create a relaxing and therapeutic environment where guests can receive health and wellness, fitness and beauty services and experiences of the highest quality. The Company’s services include traditional and alternative massage, body and skin treatments, fitness, acupuncture, and Medispa treatments. The Company also sells premium quality health and wellness, fitness and beauty products at its facilities and through its timetospa.com website. The predominant business, based on revenues, is sales of services and products on cruise ships and in land-based resorts, followed by sales of products through the timetospa.com website.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation, Principles of Consolidation In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in quarterly financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been omitted or condensed pursuant to the SEC’s rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our unaudited financial position, results of operations and cash flows. The unaudited results of operations and cash flows of our interim periods are not necessarily indicative of the results of operations or cash flows that may be expected for the entire fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Actual results could differ from those estimates. The accompanying unaudited condensed consolidated financial statements include the condensed consolidated balance sheet and statement of operations, comprehensive income (loss), changes in equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation. Restricted Cash These balances include amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of March 31, 2023 and 2022 to the total amount presented in our condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022 (in thousands): Balance as of March 31, 2023 2022 Cash and cash equivalents $ 22,799 $ 29,054 Restricted cash 1,198 1,896 Total cash and restricted cash in the condensed consolidated statement of cash flows $ 23,997 $ 30,950 Inventories Inventories, consisting principally of beauty, health and wellness 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 sale to customers. Inventory reserve is recorded to write down the cost of inventory to the estimated market value. No inventory impairment charge was recorded for the three months ended March 31, 2023 and 2022. Earnings Per Share 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 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 income (loss) per share is computed by dividing net income (loss) by the weighted average number of Voting and Non-Voting common shares outstanding for the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of diluted Voting and Non-voting common shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase Voting and Non-Voting common shares. If the entity reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The Company has not presented (loss) income per share under the two-class method, because the 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 loss per basic and diluted share calculation (in thousands, except per share data): Three Months Ended March 31, 2023 (a) 2022 (a) Numerator: Net loss $ ( 15,904 ) $ ( 6,316 ) Denominator: Weighted average shares outstanding – Basic and diluted 93,418 92,204 Loss per share: Basic and diluted $ ( 0.17 ) $ ( 0.07 ) (a) Potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss in this period and the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, restricted share units and warrants. The table below presents the weighted average number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands): Three Months Ended March 31, 2023 2022 Sponsor warrants 8,000 8,000 Public warrants 16,128 16,145 2020 PIPE warrants 4,997 5,000 Restricted stock units 1,181 1,580 Performance stock units 1,127 1,044 31,433 31,769 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, 2023, with early adoption permitted. The Company is in the process of starting its initial scoping review and is currently assessing the expected impact of the future adoption of this guidance. 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. 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 continues to assess the ultimate impact of the future adoption of this guidance, that is, the eventual replacement of the LIBOR benchmark interest rate on its consolidated financial statements.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2023
Finite-Lived Intangible Assets, Net [Abstract]
GOODWILL AND INTANGIBLE ASSETS	3. GOODWILL AND INTANGIBLE ASSETS Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of March 31, 2023 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ ( 62,569 ) $ 542,131 39 Destination resort agreements 17,900 ( 4,778 ) 13,122 15 Trade name 6,200 ( 700 ) 5,500 Indefinite-life Licensing agreement 1,000 ( 492 ) 508 8 $ 629,800 $ ( 68,539 ) $ 561,261 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 Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Amortization expense for the three months ended March 31, 2023 and 2022 was $ 4.2 million for each period, respectively. Amortization expense is estimated to be $ 16.8 million in each of the next five years beginning in 2023.

LONG-TERM DEBT

LONG-TERM DEBT	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
LONG-TERM DEBT	4. LONG-TERM DEBT Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate As of As of March 31, December 31, Maturities Through March 31, December 31, First lien term loan facility 8.8 % 8.3 % 2026 $ 200,160 $ 200,681 Second lien term loan facility 12.3 % 11.8 % 2027 5,000 15,000 Total debt $ 205,160 $ 215,681 Less: unamortized debt issuance cost ( 2,571 ) ( 2,895 ) Total debt, net of unamortized debt issuance cost $ 202,589 $ 212,786 Less: current portion of long-term debt ( 2,085 ) ( 2,085 ) Long-term debt, net $ 200,504 $ 210,701 The following are scheduled principal repayments on long-term debt as of March 31, 2023 for each of the next five years (in thousands): Year Amount 2023 $ 2,085 2024 2,085 2025 2,085 2026 193,905 2027 5,000 Total $ 205,160 On March 19, 2019, the Company entered into (i) senior secured first lien credit facilities (the “First Lien Credit Facilities”) with Goldman Sachs Lending Partners LLC, as administrative agent, and certain lenders, consisting of (x) a term loan facility of $ 208.5 million (of which $ 20 million was borrowed by a subsidiary of the Company) (the “First Lien Term Loan Facility”), (y) a revolving loan facility of up to $ 20 million (the “First Lien Revolving Facility”) and (z) a delayed draw term loan facility of $ 5 million (the “First Lien Delayed Draw Facility”), and (ii) a senior secured second lien term loan facility of $ 25 million with Cortland Capital Market Services LLC, as administrative agent, and Neuberger Berman Alternative Funds, Neuberger Berman Long Short Fund, as lender (the “Second Lien Term Loan Facility” and, together with the First Lien Term Loan Facility, the “Term Loan Facilities”; the New Term Loan Facilities, together with the First Lien Revolving Facility and the First Lien Delayed Draw Facility, are referred to as the “New Credit Facilities”). The First Lien Revolving Facility includes borrowing capacity available for letters of credit up to $ 5 million. Any issuance of letters of credit reduces the amount available under the New First Lien Revolving Facility. The First Lien Term Loan Facility matures seven years after March 19, 2019, the First Lien Revolving Facility matures five years after March 19, 2019 and the Second Lien Term Loan Facility matures eight years after March 19, 2019. Loans outstanding under the First Lien Credit Facilities will accrue interest at a rate per annum equal to LIBOR plus a margin of 4.00 % , with one step down to 3.75 % upon achievement of a certain leverage ratio, and undrawn amounts under the First Lien Revolving Facility will accrue a commitment fee at a rate per annum of 0.50 % on the average daily undrawn portion of the commitments thereunder, with one step down to 0.325 % upon achievement of a certain leverage ratio. Loans outstanding under the Second Lien Term Loan Facility will accrue interest at a rate per annum equal to LIBOR plus 7.50 % . The obligations under the New Credit Facilities are guaranteed by the Company and each of its direct or indirect wholly-owned subsidiaries organized under the laws of the United States and the Commonwealth of The Bahamas, in each case, other than certain excluded subsidiaries, including, but not limited to, immaterial subsidiaries, non-profit subsidiaries, and any other subsidiary with respect to which the burden or cost of providing a guarantee is excessive in view of the benefits to be obtained by the lenders therefrom. In addition, under the New Credit Facilities, certain of our direct and indirect subsidiaries have granted the lenders a security interest in substantially all of their assets. The Term Loan Facilities require the Company to make certain mandatory prepayments, with (i) 100 % of net cash proceeds of all non-ordinary course asset sales or other dispositions of property, subject to the ability to reinvest such proceeds and certain other exceptions, and subject to step downs if certain leverage ratios are met and (ii) 100 % of the net cash proceeds of any debt incurrence, other than debt permitted under the definitive agreements (but excluding debt incurred to refinance the New Credit Facilities). The Company also is required to make quarterly amortization payments equal to 0.25 % of the original principal amount of the First Lien Term Loan Facility commencing after the first full fiscal quarter after the closing date of the New Credit Facilities (subject to reductions by optional and mandatory prepayments of the loans). The Company may prepay (i) the First Lien Credit Facilities at any time without premium or penalty, subject to payment of customary breakage costs and a customary “soft call,” and (ii) the Second Lien Term Loan Facility at any time without premium or penalty, subject to a customary make-whole premium for any voluntary prepayment prior to the date that is 30 months following the closing date of the New Credit Facilities (the “Callable Date”), following by a call premium of (x) 4.00 % on or prior to the first anniversary of the Callable Date, (y) 2.50 % after the first anniversary but on or prior to the second anniversary of the Callable Date, and (z) 1.50 % after the second anniversary but on or prior to the third anniversary of the Callable Date. During the fourth quarter of 2019, we prepaid principal amounts of $ 5 million of our First Lien Credit Facilities. During the fourth quarter of 2022 and the first quarter of 2023, we prepaid principal amounts of $ 10 million during each period 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 March 31, 2023 and December 31, 2022, 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 inter creditor provisions among the first and second lien secured parties, which would have a material adverse impact to our operations and liquidity. Borrowing Capacity As of March 31, 2023, 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	3 Months Ended
	Mar. 31, 2023
Equity and Warrant Liabilities [Abstract]
WARRANT LIABILITIES	5. WARRANT LIABILITIES Sponsor Warrants As of March 31, 2023 and December 31, 2022, eight million Sponsor Warrants were issued and outstanding. Public Warrants As of March 31, 2023 and December 31, 2022, 16,128,238 and 16,145,279 , respectively, Public Warrants were issued and outstanding. 2020 PIPE Warrants As of March 31, 2023 and December 31, 2022, 4,996,667 and 5,000,000 , respectively, 2020 PIPE Warrants were issued and outstanding. Exchange Agreements Between March 13 and March 15, 2023, the Company entered into separate privately negotiated warrant exchange agreements (the “Exchange Agreements”) with certain holders of its Public and Sponsor Warrants to exchange for the Company’s common shares: (i) 15,286,824 Public Warrants, (ii) 928,003 Sponsor Warrants from certain non-affiliates, and (iii) 3,055,906 Sponsor Warrants from certain affiliates. The exchange ratio for the Public and Sponsor Warrants from non-affiliates is determined over a thirty-trading day period using a volume-weighted average price measurement. For each Public and Sponsor Warrant from non-affiliates exchanged, the Company will issue a number of common shares equal to the quotient of the warrant price of $ 1.912 divided by the common share price of $ 10.74 or an initial exchange ratio of 0.178 , with the maximum exchange ratio at the completion of the 30-day volume-weighted average price (“VWAP”) period being no greater than 0.220 . The Sponsor warrants from affiliates are exchanged at a fixed exchange ratio of 0.175 . Such ratio reflects a price per warrant of $ 1.62 (representing a 10 % discount to the price per warrant used in the exchange ratio for the Public Warrants and non-affiliate holders of Sponsor Warrants) and a price of $ 10.74 per Common Share. Affiliated holders of Sponsor Warrants also agreed not to transfer Common Shares issuable upon such exchange for a period of 60 days commencing on March 14, 2023. The Exchange Agreements executed in connection with such exchanges contain terms substantially similar to the terms set forth the Public Warrants. If certain corporate events that constitute a Fundamental Change (as defined in the Exchange Agreements) occur prior to the Closing Date (as defined in the Exchange Agreements), then the Public and Sponsor Warrant holders may in their sole discretion, but only prior to the Closing Date, terminate the Exchange Agreements and not participate in the Exchange at any time after a Fundamental Change event. Based on Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Equity (ASC Topic 815), instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be classified as liabilities. The Company has concluded that the Warrants exchanged pursuant the Exchange Agreements do not meet the conditions to be classified as equity under the Standard until the exchange occurs. Therefore, the Exchanged Warrants continue to be classified as liabilities at the estimated fair values as of March 31, 2023, and the changes in the estimated fair value were reported in the statement of operations. The exchanges closed on April 25 and 26, 2023. Following the closing of the above transactions, the Company exchanged an aggregate of 15,286,824 Public Warrants (or 95 % of the outstanding Public Warrants) and 3,983,909 Sponsor Warrants (or 50 % of the outstanding Sponsor Warrants). See Note 13 “Subsequent Events” for further detail.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	6. STOCK-BASED COMPENSATION The share-based compensation expense for the three months ended March 31, 2023 and 2022 was $ 2.6 million and $ 3.3 million, respectively, which is included as a component of salaries, benefits and payroll taxes in the accompanying condensed consolidated statements of operations. The following is a summary of RSUs activity for the three months ended March 31, 2023: RSUs Activity Number of Awards Weighted-Average Grant Date Fair Value Non-vested share units as of December 31, 2022 1,284,570 $ 9.28 Vested ( 105,072 ) 11.85 Non-vested share units as of March 31, 2023 1,179,498 $ 9.05 The following is a summary of PSUs activity for the three months ended March 31, 2023: PSUs activity Number of Performance -Based Awards Weighted-Average Grant Date Fair Value Non-vested share units as of December 31, 2022 792,108 $ 10.48 Granted 75,715 10.17 Vested ( 174,553 ) 11.36 Non-vested share units as of March 31, 2023 693,270 $ 10.22

REVENUE RECOGNITION

REVENUE RECOGNITION	3 Months Ended
	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
REVENUE RECOGNITION	7. REVENUE RECOGNITION The Company's revenue generating activities include the following: Service Revenues Service revenues consist primarily of sales of health, wellness and beauty services, including a full range of massage treatments, facial treatments, nutritional/weight management consultations, teeth whitening, mindfulness services and medi-spa services to cruise ship passengers and destination resort guests. Each service or consultation represents a separate performance obligation and revenues are generally recognized immediately upon the completion of our service. Given the short duration of our performance obligation, although some services are recognized over time, there is no 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 condensed consolidated balance sheets and was $ 0.7 million and $0.8 million, as of March 31, 2023 and December 31, 2022, respectively. Customer Loyalty Rewards Program The Company initiated a customer loyalty program during October 2019 in which customers earn points based on their spending on timetospa.com . The Company recognizes the estimated net amount of the rewards that will be earned and redeemed as a reduction to net sales at the time of the initial transaction and as tender when the points are subsequently redeemed by a customer. The liability for customer loyalty programs was not material as of March 31, 2023 and December 31, 2022. Contract Balances Receivables from the Company’s contracts with customers are included within accounts receivables, net. Such amounts are typically remitted to us by our cruise line or destination resort partners, except for online sales, and are net of commissions they withhold. Although paid by our cruise line partners, customers are typically required to pay with major credit cards, reducing our credit risk to individual customers. Amounts are billed immediately, and our cruise line and destination resort partners typically remit payments to us within 30 days. As of March 31, 2023, and December 31, 2022, our receivables from contracts with customers were $ 41.8 million and $ 33.6 million, respectively. Our contract liabilities for gift cards and customer loyalty programs are described above. Disaggregation of Revenue and Segment Reporting The Company operates facilities on cruise ships and in destination resorts, where we provide health, fitness, beauty and wellness services and sell related products. The Company also sells health and wellness, fitness and beauty related products through its timetospa.com website which is a post-cruise sales tool where guests may continue their wellness journey after disembarking. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, products, services, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief executive officer, who is the Company’s chief operating decision maker (CODM), in determining how to allocate the Company’s resources and evaluate performance. The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands): Three Months Ended March 31, 2023 2022 Service revenues: Maritime $ 140,333 $ 63,361 Destination resorts 9,788 7,801 Total service revenues 150,121 71,162 Product revenues: Maritime 31,021 15,164 Destination resorts 723 695 Timetospa.com 590 642 Total product revenues 32,334 16,501 Total revenues $ 182,455 $ 87,663

SEGMENT AND GEOGRAPHICAL INFORM

SEGMENT AND GEOGRAPHICAL INFORMATION	3 Months Ended
	Mar. 31, 2023
Segment Reporting [Abstract]
SEGMENT AND GEOGRAPHICAL INFORMATION	8. SEGMENT AND GEOGRAPHICAL INFORMATION The Company operates facilities on cruise ships and in destination resort spas, which provide health and wellness services and sell beauty products onboard cruise ships and in destination resort spas. 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 CODM, in determining how to allocate the Company’s resources and evaluate performance. The basis for determining the geographic information below is based on the countries in which the Company operates. The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands): Three Months Ended March 31, 2023 2022 Revenues: U.S. $ 5,078 $ 6,396 Other countries 6,216 4,475 Not connected to a country 171,161 76,792 Total $ 182,455 $ 87,663 As of March 31, December 31, Property and equipment, net: U.S. $ 5,313 $ 5,363 Other countries 1,896 1,728 Not connected to a country 7,572 7,426 Total $ 14,781 $ 14,517

CHANGES IN ACCUMULATED OTHER CO

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME	9. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME The following table presents the changes in accumulated other comprehensive (loss) income by component (in thousands): Accumulated Other Comprehensive (Loss) Income for the Three Months Ended March 31, 2023 Accumulated Other Comprehensive (Loss) Income for the Three Months Ended March 31, 2022 Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive (Loss) Income Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Accumulated other comprehensive loss, beginning of period $ ( 1,229 ) $ 5,026 $ 3,797 $ ( 673 ) $ ( 1,324 ) $ ( 1,997 ) Other comprehensive (loss) income before reclassifications 188 ( 232 ) ( 44 ) ( 242 ) 3,243 3,001 Amounts reclassified from accumulated other comprehensive (loss) income - ( 739 ) ( 739 ) - 397 397 Net current period other comprehensive (loss) income 188 ( 971 ) ( 783 ) ( 242 ) 3,640 3,398 Accumulated other comprehensive (loss) income, end of period $ ( 1,041 ) $ 4,055 $ 3,014 $ ( 915 ) $ 2,316 $ 1,401 (1) See Note 10.

FAIR VALUE MEASUREMENTS AND DER

FAIR VALUE MEASUREMENTS AND DERIVATIVES	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS AND DERIVATIVES	10. FAIR VALUE MEASUREMENTS AND DERIVATIVES Fair Value Measurements Cash and cash equivalents at March 31, 2023 and December 31, 2022 are comprised of cash and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions. Restricted cash at March 31, 2023 and December 31, 2022 is comprised of amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment and is categorized as a Level 1 instrument. The fair value of outstanding long-term debt as of March 31, 2023 and December 31, 2022 is estimated using a discounted cash flow analysis based on current market interest rates for debt issuances with similar remaining years-to-maturity and adjusted for credit risk, which represents a Level 3 measurement in the fair value hierarchy. The carrying amounts and estimated fair values of the Company's cash, restricted cash and long-term debt were as follows (in thousands): March 31, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash $ 22,799 $ 22,799 $ 32,064 $ 32,064 Restricted cash 1,198 1,198 1,198 1,198 Total cash $ 23,997 $ 23,997 $ 33,262 $ 33,262 First lien term loan facility $ 200,160 $ 191,500 $ 200,681 $ 192,770 Second lien term loan facility 5,000 4,630 15,000 14,500 Total debt (a) $ 205,160 $ 196,130 $ 215,681 $ 207,270 (a) The debt amounts above do not include the impact of the interest rate swap or debt issuance costs. Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands): Fair Value Measurements at March 31, 2023 Fair Value Measurements at December 31, 2022 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 $ 2,974 $ - $ 2,974 $ - $ 3,117 $ - $ 3,117 $ - Derivative financial instruments (1) Other non-current assets $ 1,082 - 1,082 - 1,909 - 1,909 - Total assets $ 4,056 $ - $ 4,056 $ - $ 5,026 $ - $ 5,026 $ - Liabilities: Warrants Warrant liabilities 74,800 - 74,800 - 52,900 - 52,900 - Total liabilities $ 74,800 $ - $ 74,800 $ - $ 52,900 $ - $ 52,900 $ - (1) Consists of an interest rate swap. Warrants Public Warrants and 2020 PIPE Warrants The fair value of the Public Warrants and 2020 PIPE Warrants are considered a Level 2 valuation and are determined using the Monte Carlo model. In March 2023, the Company entered into Exchange Agreements with certain holders of its Public Warrants (See Note 5). Certain assumptions were used to determine the fair value of the Public Warrants to be Exchanged ("Public Warrants to be Exchanged"). The significant assumptions which the Company used in the model are: March 31, 2023 December 31, 2022 Public Warrants to Be Exchanged Public Warrants 2020 PIPE Warrants Public Warrants 2020 PIPE Warrants Stock price $ 11.99 $ 11.99 $ 11.99 $ 9.33 $ 9.33 Strike price $ - $ 11.50 $ 5.75 $ 11.50 $ 5.75 Remaining life (in years) 0.06 0.97 2.20 1.22 2.45 Volatility 19 % 40 % 45 % 44 % 44 % Interest rate 4.68 % 4.60 % 3.97 % 4.61 % 4.28 % Redemption price $ - $ 18.00 $ 14.50 $ 18.00 $ 14.50 Sponsor Warrants The fair value of the Sponsor Warrants is considered a Level 2 valuation and is determined using the Black-Sholes model. In March 2023, the Company entered into Exchange Agreements with certain holders of its Sponsor Warrants (See Note 5). Certain assumptions were used to determine the fair value of the Sponsor Warrants to be Exchanged ("Sponsor Warrants to be exchanged"). The significant assumptions which the Company used in the model are: March 31, 2023 December 31, 2022 Sponsor Warrants to Be Exchanged Sponsor Warrants Sponsor Warrants Stock price $ 11.99 $ 11.99 $ 9.33 Strike price $ - $ 11.50 $ 11.50 Remaining life (in years) 0.06 0.97 1.22 Volatility 18.80 % 40 % 44 % Interest rate 4.68 % 4.60 % 4.61 % Dividend yield 0.0 % 0.0 % 0.0 % Derivatives Market risk associated with the Company’s long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. These instruments are recorded on the balance sheet at their fair value and are designated as hedges . The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. The Company assesses whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of its hedged forecasted transactions. The Company uses regression analysis for this hedge relationship and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective agreement without an exchange of the underlying notional amount. The Company classifies derivative instrument cash flows from hedges of benchmark interest rate as operating activities due to the nature of the hedged item. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. The Company monitors concentrations of credit risk associated with financial and other institutions with which the Company conducts significant business. Credit risk, including, but not limited to, counterparty nonperformance under derivatives, is not considered significant, as the Company primarily conducts business with large, well-established financial institutions with which the Company has established relationships, and which have credit risks acceptable to the Company. The Company does not anticipate non-performance by its counterparty. The amount of the Company’s credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position. In September 2019, the Company entered into a floating-to-fixed interest rate swap agreement to make a series of payments based on a fixed interest rate of 1.457 % and receive a series of payments based on the greater of 1 Month USD LIBOR or Strike which is used to hedge the Company’s exposure to changes in cash flows associated with its variable rate Term Loan Facilities and has designated this derivative as a cash flow hedge. Both the fixed and floating payment streams are based on a notional amount of $ 174.7 million at the inception of the contract. The interest rate swap agreement has a maturity date of September 19, 2024 . As of March 31, 2023 and December 31, 2022, the notional amount is $ 95.4 million and $ 101.0 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 $ 1.0 million of income from accumulated other comprehensive income (loss) into interest expense within the next twelve months. The fair value of the interest rate swap contract is measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observable market interest rate curves. The interest rate swap contract was categorized as Level 2 in the fair value hierarchy. The Company is not required to post cash collateral related to this derivative instrument. The effect of the interest rate swap contract designated as cash flows hedging instrument on the condensed consolidated financial statements was as follows (in thousands): Three Months Ended March 31, 2023 2022 (Losses) gain recognized in accumulated other comprehensive income (loss) $ ( 232 ) $ 3,243 (Losses) gains reclassified from accumulated other comprehensive income (loss) to interest expense $ ( 739 ) $ 397

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	11. INCOME TAXES For the three months ended March 31, 2023 and 2022, the Company recorded an income tax expense (benefit) of $ 0.6 million and $( 0.1 ) million, respectively. The difference between the expected provision for income taxes using the 21 % U.S. federal income tax rate and the Company’s actual provision is primarily attributable to the change in valuation allowance, foreign rate differential, including income earned in jurisdictions not subject to income taxes, and withholding taxes due in various jurisdictions. We believe that it is reasonably possible that a decrease of up to $ 3.4 million in uncertain tax benefits related to foreign tax exposures may be necessary within the coming year as a result of our potential participation in a tax amnesty program to settle the liability.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	12. COMMITMENTS AND CONTINGENCIES We are routinely involved in legal proceedings, disputes, regulatory matters, and various claims and lawsuits that have been filed or are pending against us, including as noted below, arising in the ordinary course of our business. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically limited to our deductible amount. Nonetheless, the ultimate outcome of those claims and lawsuits that are not covered by insurance cannot be determined at this time. We have evaluated our overall exposure with respect to all of our legal proceedings, threatened and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure. We are currently unable to estimate any other potential contingent losses beyond those accrued, as discovery is not complete and adequate information is not available to estimate such range of loss or potential recovery. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will be material to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery. In February 2020, the Company received a formal assessment of $ 1.9 million by a foreign tax authority over how the value added tax (“VAT”) law was applied on the change in the ultimate beneficial ownership of one of our subsidiaries as result of the business combination in March 2019. The Company is disputing the assessment and has recorded an accrual of $ 1.2 million for this matter as of March 31, 2023 and December 31, 2022 and is included in “Accrued expenses” on the Company's condensed consolidated balance sheets. The Company believes the ultimate outcome of this matter will not have a material adverse impact on the consolidated financial statements.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	13. SUBSEQUENT EVENTS On April 25, 2023, the Company closed the exchange of the Sponsor Warrants. Certain directors and affiliates of the Company exchanged 3,055,906 Sponsor Warrants at a fixed exchange ratio of 0.175 Common Shares per Sponsor Warrant for an aggregate of 534,780 Common Shares, and non-affiliated holders of Sponsor Warrants exchanged 928,003 Sponsor Warrants at an exchange ratio of 0.2047 Common Shares per Sponsor Warrant for an aggregate of 189,958 Common Shares. The exchange ratio was determined pursuant to the Exchange Agreements and was based on the 30-day VWAP of Common Shares, ending on April 24, 2023 . On April 26, 2023, the Company closed the exchange of the Public Warrants, and holders of Public Warrants exchanged 15,286,824 Public Warrants at an exchange ratio of 0.2047 Common Shares per Public Warrant for an aggregate of 3,129,200 Common Shares. As a result of the closing of the above-described transactions, the Company has exchanged an aggregate of approximately 95 % of the outstanding Public Warrants and approximately 50 % of the outstanding Sponsor Warrants. Following the transaction, 83,697,994 voting shares and 13,421,914 non-voting shares of common stock are issued and outstanding. See Note 5 "Warrant Liabilities" for further detail. On April 6, 2023, we repaid an aggregate principal amount of $ 5.0 million on our Second Lien Term Loan Facility, together with all accrued interest thereon. Accordingly, as of the date of this quarterly report, our Second Lien Term Loan Facility has been fully repaid.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation, Principles of Consolidation	Basis of Presentation, Principles of Consolidation In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in quarterly financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been omitted or condensed pursuant to the SEC’s rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our unaudited financial position, results of operations and cash flows. The unaudited results of operations and cash flows of our interim periods are not necessarily indicative of the results of operations or cash flows that may be expected for the entire fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Actual results could differ from those estimates. The accompanying unaudited condensed consolidated financial statements include the condensed consolidated balance sheet and statement of operations, comprehensive income (loss), changes in equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation.
Restricted Cash	Restricted Cash These balances include amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of March 31, 2023 and 2022 to the total amount presented in our condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022 (in thousands): Balance as of March 31, 2023 2022 Cash and cash equivalents $ 22,799 $ 29,054 Restricted cash 1,198 1,896 Total cash and restricted cash in the condensed consolidated statement of cash flows $ 23,997 $ 30,950
Inventories	Inventories Inventories, consisting principally of beauty, health and wellness 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 sale to customers. Inventory reserve is recorded to write down the cost of inventory to the estimated market value. No inventory impairment charge was recorded for the three months ended March 31, 2023 and 2022.
Earnings Per Share	Earnings Per Share 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 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 income (loss) per share is computed by dividing net income (loss) by the weighted average number of Voting and Non-Voting common shares outstanding for the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of diluted Voting and Non-voting common shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase Voting and Non-Voting common shares. If the entity reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The Company has not presented (loss) income per share under the two-class method, because the 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 loss per basic and diluted share calculation (in thousands, except per share data): Three Months Ended March 31, 2023 (a) 2022 (a) Numerator: Net loss $ ( 15,904 ) $ ( 6,316 ) Denominator: Weighted average shares outstanding – Basic and diluted 93,418 92,204 Loss per share: Basic and diluted $ ( 0.17 ) $ ( 0.07 ) (a) Potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss in this period and the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, restricted share units and warrants. The table below presents the weighted average number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands): Three Months Ended March 31, 2023 2022 Sponsor warrants 8,000 8,000 Public warrants 16,128 16,145 2020 PIPE warrants 4,997 5,000 Restricted stock units 1,181 1,580 Performance stock units 1,127 1,044 31,433 31,769
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, 2023, with early adoption permitted. The Company is in the process of starting its initial scoping review and is currently assessing the expected impact of the future adoption of this guidance. 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. 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 continues to assess the ultimate impact of the future adoption of this guidance, that is, the eventual replacement of the LIBOR benchmark interest rate on its consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Reconciles Cash, Cash Equivalents and Restricted Cash	The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of March 31, 2023 and 2022 to the total amount presented in our condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022 (in thousands): Balance as of March 31, 2023 2022 Cash and cash equivalents $ 22,799 $ 29,054 Restricted cash 1,198 1,896 Total cash and restricted cash in the condensed consolidated statement of cash flows $ 23,997 $ 30,950
Summary of Loss per Basic and Diluted Share Calculation	The following table provides details underlying OneSpaWorld’s loss per basic and diluted share calculation (in thousands, except per share data): Three Months Ended March 31, 2023 (a) 2022 (a) Numerator: Net loss $ ( 15,904 ) $ ( 6,316 ) Denominator: Weighted average shares outstanding – Basic and diluted 93,418 92,204 Loss per share: Basic and diluted $ ( 0.17 ) $ ( 0.07 ) (a) Potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss in this period and the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, restricted share units and warrants.
Summary of Weighted-average Number of Antidilutive Potential Common Shares	The table below presents the weighted average number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands): Three Months Ended March 31, 2023 2022 Sponsor warrants 8,000 8,000 Public warrants 16,128 16,145 2020 PIPE warrants 4,997 5,000 Restricted stock units 1,181 1,580 Performance stock units 1,127 1,044 31,433 31,769

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2023
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 March 31, 2023 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ ( 62,569 ) $ 542,131 39 Destination resort agreements 17,900 ( 4,778 ) 13,122 15 Trade name 6,200 ( 700 ) 5,500 Indefinite-life Licensing agreement 1,000 ( 492 ) 508 8 $ 629,800 $ ( 68,539 ) $ 561,261 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

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate As of As of March 31, December 31, Maturities Through March 31, December 31, First lien term loan facility 8.8 % 8.3 % 2026 $ 200,160 $ 200,681 Second lien term loan facility 12.3 % 11.8 % 2027 5,000 15,000 Total debt $ 205,160 $ 215,681 Less: unamortized debt issuance cost ( 2,571 ) ( 2,895 ) Total debt, net of unamortized debt issuance cost $ 202,589 $ 212,786 Less: current portion of long-term debt ( 2,085 ) ( 2,085 ) Long-term debt, net $ 200,504 $ 210,701
Schedule of Principal Repayments on Long-term	The following are scheduled principal repayments on long-term debt as of March 31, 2023 for each of the next five years (in thousands): Year Amount 2023 $ 2,085 2024 2,085 2025 2,085 2026 193,905 2027 5,000 Total $ 205,160
Schedule of Borrowing Capacity and Amount Borrowed	As of March 31, 2023, 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)	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Summary of Restricted Stock Units Activity	The following is a summary of RSUs activity for the three months ended March 31, 2023: RSUs Activity Number of Awards Weighted-Average Grant Date Fair Value Non-vested share units as of December 31, 2022 1,284,570 $ 9.28 Vested ( 105,072 ) 11.85 Non-vested share units as of March 31, 2023 1,179,498 $ 9.05
Summary of PSUs Activity	The following is a summary of PSUs activity for the three months ended March 31, 2023: PSUs activity Number of Performance -Based Awards Weighted-Average Grant Date Fair Value Non-vested share units as of December 31, 2022 792,108 $ 10.48 Granted 75,715 10.17 Vested ( 174,553 ) 11.36 Non-vested share units as of March 31, 2023 693,270 $ 10.22

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	3 Months Ended
	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Summary of Disaggregation of Revenue By Revenue Source and Operating Segment	The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands): Three Months Ended March 31, 2023 2022 Service revenues: Maritime $ 140,333 $ 63,361 Destination resorts 9,788 7,801 Total service revenues 150,121 71,162 Product revenues: Maritime 31,021 15,164 Destination resorts 723 695 Timetospa.com 590 642 Total product revenues 32,334 16,501 Total revenues $ 182,455 $ 87,663

SEGMENT AND GEOGRAPHICAL INFO_2

SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2023
Segment Reporting [Abstract]
Summary of Geographic Information	The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands): Three Months Ended March 31, 2023 2022 Revenues: U.S. $ 5,078 $ 6,396 Other countries 6,216 4,475 Not connected to a country 171,161 76,792 Total $ 182,455 $ 87,663 As of March 31, December 31, Property and equipment, net: U.S. $ 5,313 $ 5,363 Other countries 1,896 1,728 Not connected to a country 7,572 7,426 Total $ 14,781 $ 14,517

CHANGES IN ACCUMULATED OTHER _2

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables)	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
Schedule of Changes in Accumulated Other Comprehensive (Loss) Income	The following table presents the changes in accumulated other comprehensive (loss) income by component (in thousands): Accumulated Other Comprehensive (Loss) Income for the Three Months Ended March 31, 2023 Accumulated Other Comprehensive (Loss) Income for the Three Months Ended March 31, 2022 Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive (Loss) Income Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Accumulated other comprehensive loss, beginning of period $ ( 1,229 ) $ 5,026 $ 3,797 $ ( 673 ) $ ( 1,324 ) $ ( 1,997 ) Other comprehensive (loss) income before reclassifications 188 ( 232 ) ( 44 ) ( 242 ) 3,243 3,001 Amounts reclassified from accumulated other comprehensive (loss) income - ( 739 ) ( 739 ) - 397 397 Net current period other comprehensive (loss) income 188 ( 971 ) ( 783 ) ( 242 ) 3,640 3,398 Accumulated other comprehensive (loss) income, end of period $ ( 1,041 ) $ 4,055 $ 3,014 $ ( 915 ) $ 2,316 $ 1,401 (1) See Note 10.

FAIR VALUE MEASUREMENTS AND D_2

FAIR VALUE MEASUREMENTS AND DERIVATIVES (Tables)	3 Months Ended
	Mar. 31, 2023
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): March 31, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash $ 22,799 $ 22,799 $ 32,064 $ 32,064 Restricted cash 1,198 1,198 1,198 1,198 Total cash $ 23,997 $ 23,997 $ 33,262 $ 33,262 First lien term loan facility $ 200,160 $ 191,500 $ 200,681 $ 192,770 Second lien term loan facility 5,000 4,630 15,000 14,500 Total debt (a) $ 205,160 $ 196,130 $ 215,681 $ 207,270 (a) The debt amounts above do not include the impact of the interest rate swap or debt issuance costs.
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands): Fair Value Measurements at March 31, 2023 Fair Value Measurements at December 31, 2022 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 $ 2,974 $ - $ 2,974 $ - $ 3,117 $ - $ 3,117 $ - Derivative financial instruments (1) Other non-current assets $ 1,082 - 1,082 - 1,909 - 1,909 - Total assets $ 4,056 $ - $ 4,056 $ - $ 5,026 $ - $ 5,026 $ - Liabilities: Warrants Warrant liabilities 74,800 - 74,800 - 52,900 - 52,900 - Total liabilities $ 74,800 $ - $ 74,800 $ - $ 52,900 $ - $ 52,900 $ - 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 condensed consolidated financial statements was as follows (in thousands): Three Months Ended March 31, 2023 2022 (Losses) gain recognized in accumulated other comprehensive income (loss) $ ( 232 ) $ 3,243 (Losses) gains reclassified from accumulated other comprehensive income (loss) to interest expense $ ( 739 ) $ 397
Monte Carlo Model [Member]
Significant Assumptions used in the Model to Determine Fair Value of Warrants	The fair value of the Public Warrants and 2020 PIPE Warrants are considered a Level 2 valuation and are determined using the Monte Carlo model. In March 2023, the Company entered into Exchange Agreements with certain holders of its Public Warrants (See Note 5). Certain assumptions were used to determine the fair value of the Public Warrants to be Exchanged ("Public Warrants to be Exchanged"). The significant assumptions which the Company used in the model are: March 31, 2023 December 31, 2022 Public Warrants to Be Exchanged Public Warrants 2020 PIPE Warrants Public Warrants 2020 PIPE Warrants Stock price $ 11.99 $ 11.99 $ 11.99 $ 9.33 $ 9.33 Strike price $ - $ 11.50 $ 5.75 $ 11.50 $ 5.75 Remaining life (in years) 0.06 0.97 2.20 1.22 2.45 Volatility 19 % 40 % 45 % 44 % 44 % Interest rate 4.68 % 4.60 % 3.97 % 4.61 % 4.28 % Redemption price $ - $ 18.00 $ 14.50 $ 18.00 $ 14.50
Black-Sholes Model [Member]
Significant Assumptions used in the Model to Determine Fair Value of Warrants	The fair value of the Sponsor Warrants is considered a Level 2 valuation and is determined using the Black-Sholes model. In March 2023, the Company entered into Exchange Agreements with certain holders of its Sponsor Warrants (See Note 5). Certain assumptions were used to determine the fair value of the Sponsor Warrants to be Exchanged ("Sponsor Warrants to be exchanged"). The significant assumptions which the Company used in the model are: March 31, 2023 December 31, 2022 Sponsor Warrants to Be Exchanged Sponsor Warrants Sponsor Warrants Stock price $ 11.99 $ 11.99 $ 9.33 Strike price $ - $ 11.50 $ 11.50 Remaining life (in years) 0.06 0.97 1.22 Volatility 18.80 % 40 % 44 % Interest rate 4.68 % 4.60 % 4.61 % Dividend yield 0.0 % 0.0 % 0.0 %

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Summary Of Significant Accounting Policies [Line Items]
Inventory impairment charges	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Reconciles Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 22,799	$ 32,064	$ 29,054
Restricted cash	1,198	1,198	1,896
Total cash	$ 23,997	$ 33,262	$ 30,950	$ 32,833

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Loss per Basic and Diluted Share Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accounting Policies [Abstract]
Net loss	$ (15,904)	$ (6,316)
Weighted average shares outstanding - Basic	93,418	92,204
Weighted average shares outstanding - Diluted	93,418	92,204
Loss per share:
Basic	$ (0.17)	$ (0.07)
Diluted	$ (0.17)	$ (0.07)

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Weighted-average Number of Antidilutive Potential Common Shares (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	31,433	31,769
Sponsor warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	8,000	8,000
Public warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	16,128	16,145
2020 PIPE warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	4,997	5,000
Restricted stock units [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,181	1,580
Performance stock units [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,127	1,044

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Goodwill And Intangible Assets Disclosure [Line Items]
Amortization of intangible assets	$ 4,206	$ 4,206
Estimated amortization expense in 2023	16,800
Estimated amortization expense in 2024	16,800
Estimated amortization expense in 2025	16,800
Estimated amortization expense in 2026	16,800
Estimated amortization expense in 2027	$ 16,800

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS - Summary of Cost, Accumulated Amortization, and Net Balance of the Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Cost	$ 629,800	$ 629,800
Accumulated Amortization and Impairment	(68,539)	(64,333)
Net Balance	561,261	565,467
Retail Concession Agreements [Member]
Cost	604,700	604,700
Accumulated Amortization and Impairment	(62,569)	(58,692)
Net Balance	$ 542,131	$ 546,008
Weighted Average Amortization Period (in years)	39 years	39 years
Destination Resort Agreements [Member]
Cost	$ 17,900	$ 17,900
Accumulated Amortization and Impairment	(4,778)	(4,480)
Net Balance	$ 13,122	$ 13,420
Weighted Average Amortization Period (in years)	15 years	15 years
Licensing Agreements [Member]
Cost	$ 1,000	$ 1,000
Accumulated Amortization and Impairment	(492)	(461)
Net Balance	$ 508	$ 539
Weighted Average Amortization Period (in years)	8 years	8 years
Trade Name [Member]
Cost	$ 6,200	$ 6,200
Accumulated Amortization and Impairment	(700)	(700)
Net Balance	$ 5,500	$ 5,500
Weighted Average Amortization Period (in years)	Indefinite-life	Indefinite-life

LONG-TERM DEBT - Summary of Lon

LONG-TERM DEBT - Summary of Long-term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023
Total debt	$ 215,681	$ 205,160
Less: unamortized debt issuance cost	(2,895)	(2,571)
Total debt, net of unamortized debt issuance cost	212,786	202,589
Less: current portion of long-term debt	(2,085)	(2,085)
Long-term debt, net	$ 210,701	$ 200,504
First Lien Term Loan Facility [Member]
Long-term debt, Interest Rate	8.30%	8.80%
Long-term debt, Maturities	2026
Total debt	$ 200,681	$ 200,160
Second Lien Term Loan Facility [Member]
Long-term debt, Interest Rate	11.80%	12.30%
Long-term debt, Maturities	2027
Total debt	$ 15,000	$ 5,000

LONG-TERM DEBT - Schedule of Pr

LONG-TERM DEBT - Schedule of Principal Repayments on Long-term (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2023	$ 2,085
2024	2,085
2025	2,085
2026	193,905
2027	5,000
Total debt	$ 205,160	$ 215,681

LONG-TERM DEBT - Additional Inf

LONG-TERM DEBT - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2019	Mar. 19, 2019
Commitment Fee Rate				0.50%
Commitment Fee Rate On Achievement Of Leverage Ratio				0.325%
Percentage of net cash proceeds on asset sales or other property dispositions	100%
Percentage of net cash proceeds on debt incurrence	100%
Quarterly amortization payments	0.25%
Debt instrument, covenant compliance	As of March 31, 2023 and December 31, 2022, 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%
Prepayment of principal amount			$ 5,000
First Lien Term Loan Facility [Member]
Debt instrument face amount				$ 20,000
Debt instrument term				7 years
First Lien Revolving Facility [Member]
Maximum borrowing capacity	$ 20,000			$ 20,000
Debt instrument term				5 years
Available borrowing capacity	$ 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	$ 10,000

LONG-TERM DEBT - Schedule of Bo

LONG-TERM DEBT - Schedule of Borrowing Capacity and Amount Borrowed (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 19, 2019
Amount Borrowed	$ 205,160	$ 215,681
First Lien Revolving Facility [Member]
Borrowing Capacity	$ 20,000		$ 20,000

WARRANT LIABILITIES - Additiona

WARRANT LIABILITIES - Additional Information (Details) - $ / shares		3 Months Ended
	Mar. 15, 2023	Mar. 31, 2023	Apr. 26, 2023	Apr. 25, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Warrants and rights outstanding		16,128,238			16,145,279
Class of warrant or rights exchanged			3,983,909
Warrants exchange ratio, description		maximum exchange ratio at the completion of the 30-day volume-weighted average price (“VWAP”) period being no greater than 0.220
Exchange Agreements [Member]
Class of Stock [Line Items]
Class of warrants or rights fixed exchange ratio	$ 0.178
2020 PIPE Warrants [Member]
Class of Stock [Line Items]
Warrants and rights outstanding		4,996,667			5,000,000
Common Stock [Member] | Exchange Agreements [Member]
Class of Stock [Line Items]
Class of warrants or rights fixed exchange ratio	1.912
Common share price	$ 10.74
Public Warrants [Member] | Exchange Agreements [Member]
Class of Stock [Line Items]
Class of warrant or rights exchanged	15,286,824		15,286,824	15,286,824
Percentage of warrants outstanding			95%	95%
Non-Affiliated Holders of Sponsor Warrants [Member] | Exchange Agreements [Member]
Class of Stock [Line Items]
Class of warrant or rights exchanged	928,003
Affiliated Holders of Sponsor Warrants [Member] | Exchange Agreements [Member]
Class of Stock [Line Items]
Class of warrant or rights exchanged	3,055,906
Maximum [Member] | Exchange Agreements [Member]
Class of Stock [Line Items]
Class of warrant or rights fixed exchange ratio of common shares	0.22%
Sponsor Warrants [Member]
Class of Stock [Line Items]
Warrants and rights outstanding		8,000,000			8,000,000
Sponsor Warrants [Member] | Exchange Agreements [Member]
Class of Stock [Line Items]
Class of warrant or rights exchanged				3,983,909
Class of warrants or rights fixed exchange ratio	$ 0.175
Class of warrants price	1.62
Percentage of warrants outstanding			50%	50%
Sponsor Warrants [Member] | Common Stock [Member] | Exchange Agreements [Member]
Class of Stock [Line Items]
Common share price	$ 10.74
Sponsor Warrants [Member] | Public Warrants and Non-Affiliated Holders of Sponsor Warrants [Member] | Exchange Agreements [Member]
Class of Stock [Line Items]
Discount percentage to the price per warrant	10%

STOCK-BASED COMPENSATION - Addi

STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Share-based compensation expense	$ 2.6	$ 3.3

STOCK-BASED COMPENSATION - Summ

STOCK-BASED COMPENSATION - Summary of Restricted Share Units Activity (Details) - Restricted Share Units [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of awards, Non-vested | shares	1,284,570
Number of awards, Vested | shares	(105,072)
Number of awards, Non-vested | shares	1,179,498
Weighted-average grant date fair value, Non-vested | $ / shares	$ 9.28
Weighted-average grant date fair value, Vested | $ / shares	11.85
Weighted-average grant date fair value, Non-vested | $ / shares	$ 9.05

STOCK-BASED COMPENSATION - Su_2

STOCK-BASED COMPENSATION - Summary of PSUs Activity (Details) - Performance Stock Units [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of awards, Non-vested | shares	792,108
Number of awards, Granted | shares	75,715
Number of awards, Vested | shares	(174,553)
Number of awards, Non-vested | shares	693,270
Weighted-average grant date fair value, Non-vested | $ / shares	$ 10.48
Weighted-average grant date fair value, Granted | $ / shares	10.17
Weighted-average grant date fair value, Vested | $ / shares	11.36
Weighted-average grant date fair value, Non-vested | $ / shares	$ 10.22

REVENUE RECOGNITION - Additiona

REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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	$ 41.8	$ 33.6
Other Current Liabilities [Member]
Disaggregation Of Revenue [Line Items]
Liability for unredeemed gift cards	$ 0.7	$ 0.7

REVENUE RECOGNITION - Summary o

REVENUE RECOGNITION - Summary of Disaggregation of Revenue By Revenue Source and Operating Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation Of Revenue [Line Items]
Total revenues	$ 182,455	$ 87,663
Service [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	150,121	71,162
Service [Member] | Maritime [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	140,333	63,361
Service [Member] | Destination Resorts [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	723	695
Product [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	32,334	16,501
Product [Member] | Maritime [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	31,021	15,164
Product [Member] | Destination Resorts [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	9,788	7,801
Product [Member] | Timetospa.com [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	$ 590	$ 642

SEGMENT AND GEOGRAPHICAL INFO_3

SEGMENT AND GEOGRAPHICAL INFORMATION - Summary of Geographic Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Revenues:
Revenues	$ 182,455	$ 87,663
Property and equipment, net:
Property and equipment, net	14,781		$ 14,517
U.S. [Member]
Revenues:
Revenues	5,078	6,396
Property and equipment, net:
Property and equipment, net	5,313		5,363
Other [Member]
Revenues:
Revenues	6,216	4,475
Property and equipment, net:
Property and equipment, net	1,896		1,728
Not connected to a country [Member]
Revenues:
Revenues	171,161	$ 76,792
Property and equipment, net:
Property and equipment, net	$ 7,572		$ 7,426

CHANGES IN ACCUMULATED OTHER _3

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2023	Mar. 31, 2022
BALANCE		$ 365,809	$ 293,904
Total other comprehensive (loss) income, net of tax		(783)	3,398
BALANCE		351,928	294,327
Foreign Currency Translation Adjustments [Member]
BALANCE		(1,229)	(673)
Other comprehensive (loss) income before reclassifications		188	(242)
Total other comprehensive (loss) income, net of tax		188	(242)
BALANCE		(1,041)	(915)
Changes Related to Cash Flow Derivative Hedge [Member]
BALANCE	[1]	5,026	(1,324)
Other comprehensive (loss) income before reclassifications	[1]	(232)	3,243
Amounts reclassified from accumulated other comprehensive (loss) income	[1]	(739)	397
Total other comprehensive (loss) income, net of tax	[1]	(971)	3,640
BALANCE	[1]	4,055	2,316
Accumulated Other Comprehensive (Loss) Income [Member]
BALANCE		3,797	(1,997)
Other comprehensive (loss) income before reclassifications		(44)	3,001
Amounts reclassified from accumulated other comprehensive (loss) income		(739)	397
Total other comprehensive (loss) income, net of tax		(783)	3,398
BALANCE		$ 3,014	$ 1,401
[1] See Note 10.

FAIR VALUE MEASUREMENTS AND D_3

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Carrying Amounts and Estimated Fair Values of the Company's Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Cash	$ 22,799	$ 32,064	$ 29,054
Restricted cash	1,198	1,198	1,896
Total cash	23,997	33,262	$ 30,950	$ 32,833
Total debt	205,160	215,681
Carrying Value [Member]
Debt Instrument [Line Items]
Cash	22,799	32,064
Restricted cash	1,198	1,198
Total cash	23,997	33,262
Total debt	205,160	215,681
Estimated Fair Value [Member]
Debt Instrument [Line Items]
Cash	22,799	32,064
Restricted cash	1,198	1,198
Total cash	23,997	33,262
Total debt	196,130	207,270
First Lien Term Loan Facility [Member]
Debt Instrument [Line Items]
Total debt	200,160	200,681
First Lien Term Loan Facility [Member] | Carrying Value [Member]
Debt Instrument [Line Items]
Total debt	200,160	200,681
First Lien Term Loan Facility [Member] | Estimated Fair Value [Member]
Debt Instrument [Line Items]
Total debt	191,500	192,770
Second Lien Term Loan Facility [Member]
Debt Instrument [Line Items]
Total debt	5,000	15,000
Second Lien Term Loan Facility [Member] | Carrying Value [Member]
Debt Instrument [Line Items]
Total debt	5,000	15,000
Second Lien Term Loan Facility [Member] | Estimated Fair Value [Member]
Debt Instrument [Line Items]
Total debt	$ 4,630	$ 14,500

FAIR VALUE MEASUREMENTS AND D_4

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets
Fair value of assets	$ 4,056	$ 5,026
Liabilities:
Fair value of liabilities	74,800	52,900
Derivative Financial Instruments [Member] | Other Current Assets [Member]
Assets
Fair value of assets	2,974	3,117
Derivative Financial Instruments [Member] | Other Noncurrent Assets [Member]
Assets
Fair value of assets	1,082	1,909
Derivative Financial Instruments [Member] | Warrant Liabilities [Member]
Liabilities:
Fair value of liabilities	74,800	52,900
Fair Value, Inputs, Level 2 [Member]
Assets
Fair value of assets	4,056	5,026
Liabilities:
Fair value of liabilities	74,800	52,900
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Other Current Assets [Member]
Assets
Fair value of assets	2,974	3,117
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Other Noncurrent Assets [Member]
Assets
Fair value of assets	1,082	1,909
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Warrant Liabilities [Member]
Liabilities:
Fair value of liabilities	$ 74,800	$ 52,900

FAIR VALUE MEASUREMENTS AND D_5

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Significant Assumptions used to Determine Fair Value of Public and 2020 PIPE Warrants (Details) - Fair Value, Inputs, Level 2 [Member] - Monte Carlo Model [Member]	Mar. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	11 months 19 days	1 year 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 2 months 12 days	2 years 5 months 12 days
Public Warrants to Be Exchanged [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	21 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	11.99	9.33
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	11.99	9.33
Stock Price [Member] | Public Warrants to Be Exchanged [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	11.99
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	0.40	0.44
Volatility [Member] | 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.45	0.44
Volatility [Member] | Public Warrants to Be Exchanged [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.19
Interest Rate [Member] | Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.0460	0.0461
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	0.0397	0.0428
Interest Rate [Member] | Public Warrants to Be Exchanged [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.0468
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]	Mar. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Sponsor Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	11 months 19 days	1 year 2 months 19 days
Sponsor Warrants to Be Exchanged [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	21 days
Stock Price [Member] | Sponsor Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	11.99	9.33
Stock Price [Member] | Sponsor Warrants to Be Exchanged [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	11.99
Strike Price [Member] | Sponsor Warrants [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] | Sponsor Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.40	0.44
Volatility [Member] | Sponsor Warrants to Be Exchanged [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.1880
Interest Rate [Member] | Sponsor Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.0460	0.0461
Interest Rate [Member] | Sponsor Warrants to Be Exchanged [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.0468
Dividend Yield [Member] | Sponsor Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0	0
Dividend Yield [Member] | Sponsor Warrants to Be Exchanged [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0

FAIR VALUE MEASUREMENTS AND D_7

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Additional Information (Details) - Interest Rate Swap [Member] - Cash Flow Hedging [Member] - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2019
Fixed interest rate payments			1.457%
Notional derivative amount at the contract inception,liability	$ 95.4	$ 101	$ 174.7
Interest rate swap maturity date	Sep. 19, 2024
Interest rate cash flow hedge gain or loss to be reclassified within the next twelve months	$ 1

FAIR VALUE MEASUREMENTS AND D_8

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Interest Rate Swap Contract (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
(Losses) gains reclassified from accumulated other comprehensive income (loss) to interest expense	$ (739)	$ 397
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Interest Expense [Member]
(Losses) gain recognized in accumulated other comprehensive income (loss)	(232)	3,243
(Losses) gains reclassified from accumulated other comprehensive income (loss) to interest expense	$ (739)	$ 397

INCOME TAXES - Additional Infor

INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 559	$ (113)
U.S. federal income tax rate	21%
Reasonably possible decrease in uncertain tax benefits	$ 3,400

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) $ in Millions	1 Months Ended
	Feb. 29, 2020 USD ($) Beneficialownershipsubsidiary	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
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

SUBSEQUENT EVENTS - Additional

SUBSEQUENT EVENTS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Apr. 25, 2023	Mar. 31, 2023	Apr. 26, 2023	Apr. 06, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Class of warrant or rights exchanged			3,983,909
Warrants exchange ratio, description		maximum exchange ratio at the completion of the 30-day volume-weighted average price (“VWAP”) period being no greater than 0.220
Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants exchange ratio, description	The exchange ratio was determined pursuant to the Exchange Agreements and was based on the 30-day VWAP of Common Shares, ending on April 24, 2023
Voting Common Stock [Member]
Subsequent Event [Line Items]
Common stock, shares issued		79,786,014			79,544,055
Common stock, shares outstanding		79,786,014			79,544,055
Voting Common Stock [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock, shares issued	83,697,994
Common stock, shares outstanding	83,697,994
Non-Voting Common Stock [Member]
Subsequent Event [Line Items]
Common stock, shares issued		13,421,914			13,421,914
Common stock, shares outstanding		13,421,914			13,421,914
Non-Voting Common Stock [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock, shares issued	13,421,914
Common stock, shares outstanding	13,421,914
Sponsor Warrants [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Percetage of outstanding aggregate warrants exchanged	50%
Class of warrant or rights exchanged	3,055,906
Class of warrants or rights fixed exchange ratio	$ 0.175
Common stock, shares issued	534,780
Non-Affiliated Holders of Sponsor Warrants [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Class of warrant or rights exchanged	928,003
Class of warrants or rights fixed exchange ratio	$ 0.2047
Common stock, shares issued	189,958
Public Warrant [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Percetage of outstanding aggregate warrants exchanged	95%
Class of warrant or rights exchanged	15,286,824
Class of warrants or rights fixed exchange ratio	$ 0.2047
Common stock, shares issued	3,129,200
Second Lien Term Loan Facility [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate principal amount				$ 5