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 |