Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020shares | |
Document and Entity Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2020 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q3 |
Document Quarterly Report | true |
Document Transition Report | false |
Entity Registrant Name | ONESPAWORLD HOLDINGS Ltd |
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 | Non-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 Park Airport Industrial Park |
Entity Address, Address Line Three | P.O. Box N-624 |
Entity Address, City or Town | Nassau |
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.) $0.0001 per share |
Trading Symbol | OSW |
Security Exchange Name | NASDAQ |
Voting Common Stock [Member] | |
Document and Entity Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 67,782,651 |
Non-Voting Common Stock [Member] | |
Document and Entity Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 17,185,500 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 47,318 | $ 13,863 |
Restricted cash | 1,896 | |
Accounts receivable, net | 2,968 | 30,513 |
Inventories | 33,496 | 36,066 |
Prepaid expenses | 6,908 | 7,655 |
Other current assets | 1,513 | 2,565 |
Total current assets | 94,099 | 90,662 |
Property and equipment, net | 18,781 | 22,741 |
Intangible assets, net | 603,320 | 616,637 |
Goodwill | 190,077 | |
OTHER ASSETS: | ||
Deferred tax assets | 2,046 | |
Other non-current assets | 1,075 | 1,506 |
Total other assets | 1,075 | 3,552 |
Total assets | 717,275 | 923,669 |
LIABILITIES: | ||
Accounts payable | 8,585 | 23,437 |
Accrued expenses | 26,280 | 23,575 |
Income taxes payable | 310 | 897 |
Other current liabilities | 2,617 | 3,501 |
Total current liabilities | 37,792 | 51,410 |
Deferred rent | 376 | 160 |
Income tax contingency | 4,180 | 3,949 |
Other long-term liabilities | 5,991 | |
Deferred tax liability | 375 | |
Long-term debt, net | 229,177 | 221,407 |
Total liabilities | 277,516 | 277,301 |
Commitments and contingencies (Note 15) | ||
Common stock: | ||
Additional paid-in capital | 713,622 | 653,088 |
Accumulated deficit | (268,085) | (15,569) |
Accumulated other comprehensive (loss) income | (5,787) | 719 |
Total OneSpaWorld shareholders’ equity | 439,759 | 638,244 |
Noncontrolling interest | 8,124 | |
Total shareholders' equity | 439,759 | 646,368 |
Total liabilities and shareholders' equity | 717,275 | 923,669 |
Voting Common Stock [Member] | ||
Common stock: | ||
Common stock | 7 | $ 6 |
Non-Voting Common Stock [Member] | ||
Common stock: | ||
Common stock | $ 2 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
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 | 67,782,651 | 61,119,398 |
Common stock, shares outstanding | 67,782,651 | 61,119,398 |
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 | 17,185,500 | 0 |
Common stock, shares outstanding | 17,185,500 | 0 |
CONDENSED CONSOLIDATED AND COMB
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 19, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | ||||
REVENUES: | ||||||||
REVENUES | $ 1,789 | $ 144,901 | $ 118,452 | $ 304,345 | $ 117,094 | |||
COST OF REVENUES AND OPERATING EXPENSES: | ||||||||
Administrative | 3,792 | 5,393 | 2,498 | 12,256 | 13,315 | |||
Salary and payroll taxes | 4,504 | 2,951 | 29,349 | 28,415 | 14,767 | |||
Amortization of intangible assets | 4,206 | 4,040 | 755 | 9,113 | 12,618 | |||
Goodwill and trade name impairment charges | 190,777 | |||||||
Total cost of revenues and operating expenses | 21,160 | 136,563 | 133,395 | 309,185 | 357,032 | |||
(Loss) income from operations | (19,371) | 8,338 | (14,943) | (4,840) | (239,938) | |||
OTHER EXPENSE, NET: | ||||||||
Interest expense | (3,483) | (4,606) | (6,316) | (9,434) | (11,227) | |||
Interest income | 19 | 35 | 35 | 19 | ||||
Loss on extinguishment of debt | (3,413) | |||||||
Total other expense, net | (3,464) | (4,571) | (9,729) | (9,399) | (11,208) | |||
(Loss) income before income tax (benefit) expense | (22,835) | 3,767 | (24,672) | (14,239) | (251,146) | |||
INCOME TAX (BENEFIT) EXPENSE | (388) | 97 | 109 | 111 | 1,370 | |||
Net (loss) income | (22,447) | 3,670 | (24,781) | (14,350) | (252,516) | |||
Net income attributable to noncontrolling interest | 1,308 | 678 | 2,362 | |||||
Net (loss) income attributable to common shareholders and Parent, respectively | $ (22,447) | [1] | $ 2,362 | [1] | (25,459) | $ (16,712) | $ (252,516) | [1] |
NET (LOSS) INCOME PER VOTING AND NON-VOTING SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS: | ||||||||
Basic | $ (0.26) | $ 0.04 | $ (0.27) | $ (3.57) | ||||
Diluted | $ (0.26) | $ 0.03 | $ (0.27) | $ (3.57) | ||||
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||||||
Basic | 84,968 | 61,118 | 61,118 | 70,737 | ||||
Diluted | 84,968 | 75,012 | 61,118 | 70,737 | ||||
Service [Member] | ||||||||
REVENUES: | ||||||||
REVENUES | $ 1,108 | $ 110,564 | 91,280 | $ 232,562 | $ 90,895 | |||
COST OF REVENUES AND OPERATING EXPENSES: | ||||||||
Cost of Revenue | 7,191 | 94,199 | 76,836 | 197,227 | 100,329 | |||
Product [Member] | ||||||||
REVENUES: | ||||||||
REVENUES | 681 | 34,337 | 27,172 | 71,783 | 26,199 | |||
COST OF REVENUES AND OPERATING EXPENSES: | ||||||||
Cost of Revenue | $ 1,467 | $ 29,980 | $ 23,957 | $ 62,174 | $ 25,226 | |||
[1] | Calculated as total net loss less amounts attributable to noncontrolling interest. |
CONDENSED CONSOLIDATED AND CO_2
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 19, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | |
Statement Of Other Comprehensive Income [Abstract] | |||||
Net (loss) income | $ (22,447) | $ 3,670 | $ (24,781) | $ (14,350) | $ (252,516) |
Other comprehensive income (loss), net of tax: | |||||
Foreign currency translation adjustments | 89 | 7 | (165) | (384) | (215) |
Net unrealized (loss) gain on derivative | (126) | 53 | 53 | (7,179) | |
Amount realized and reclassified into earnings | 519 | (35) | (35) | 888 | |
Total other comprehensive loss, net of tax | 482 | 60 | (165) | (331) | (6,506) |
Comprehensive (loss) income | (21,965) | 3,730 | (24,946) | (14,681) | (259,022) |
Comprehensive income attributable to noncontrolling interest | 1,308 | 678 | 2,362 | ||
Comprehensive (loss) income attributable to common shareholders and Parent, respectively | $ (21,965) | $ 2,422 | $ (25,624) | $ (17,043) | $ (259,022) |
CONDENSED CONSOLIDATED AND CO_3
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | Net Parent Investment [Member] | Accumulated Other Comprehensive Loss [Member] | Total Parent's/OneSpaWorld Stockholders' Equity (Deficit) [Member] | Additional Paid-in Capital [Member] | Non-Controlling Interest [Member] | Accumulated Deficit [Member] | Voting Common Stock [Member] | Non-Voting Common Stock [Member] | Voting and Non-Voting Common Stock [Member] | ||
BALANCE at Dec. 31, 2018 | $ (127,583) | $ (130,520) | $ (649) | $ (131,169) | $ 3,586 | |||||||
Net (loss) income | (24,781) | (25,459) | (25,459) | 678 | ||||||||
Distributions to noncontrolling interest | (267) | (267) | ||||||||||
Net contributions from the parent and affiliates | 351,802 | 351,802 | 351,802 | |||||||||
Foreign currency translation adjustment | (165) | (165) | (165) | |||||||||
BALANCE at Mar. 19, 2019 | 199,006 | $ 195,823 | (814) | 195,009 | 3,997 | |||||||
Net (loss) income | (14,350) | |||||||||||
BALANCE at Sep. 30, 2019 | 646,284 | (331) | [1] | 638,298 | $ 655,335 | 7,986 | $ (16,712) | $ 6 | ||||
BALANCE (In Shares) at Sep. 30, 2019 | 61,118 | |||||||||||
BALANCE at Mar. 20, 2019 | [2] | 640,469 | 634,845 | 634,839 | 5,624 | 6 | ||||||
BALANCE (In Shares) at Mar. 20, 2019 | [2] | 61,118 | ||||||||||
Net (loss) income | (14,350) | (16,712) | 2,362 | (16,712) | ||||||||
Stock-based compensation | 20,496 | 20,496 | 20,496 | |||||||||
Foreign currency translation adjustment | (384) | (384) | (384) | |||||||||
Unrecognized gain (loss) on derivatives | 53 | 53 | 53 | |||||||||
BALANCE at Sep. 30, 2019 | 646,284 | (331) | [1] | 638,298 | 655,335 | 7,986 | (16,712) | 6 | ||||
BALANCE (In Shares) at Sep. 30, 2019 | 61,118 | |||||||||||
BALANCE at Jun. 30, 2019 | 642,429 | (391) | 635,751 | 655,210 | 6,678 | (19,074) | 6 | |||||
BALANCE (In Shares) at Jun. 30, 2019 | 61,118 | |||||||||||
Net (loss) income | 3,670 | 2,362 | 1,308 | 2,362 | ||||||||
Stock-based compensation | 125 | 125 | 125 | |||||||||
Foreign currency translation adjustment | 7 | 7 | 7 | |||||||||
Unrecognized gain (loss) on derivatives | 53 | 53 | 53 | |||||||||
BALANCE at Sep. 30, 2019 | 646,284 | (331) | [1] | 638,298 | 655,335 | 7,986 | (16,712) | 6 | ||||
BALANCE (In Shares) at Sep. 30, 2019 | 61,118 | |||||||||||
BALANCE at Dec. 31, 2019 | 646,368 | 719 | 638,244 | 653,088 | 8,124 | (15,569) | 6 | |||||
BALANCE (In Shares) at Dec. 31, 2019 | 61,119 | |||||||||||
Net (loss) income | (252,516) | (252,516) | (252,516) | |||||||||
Distributions to noncontrolling interest | (4,011) | (4,011) | ||||||||||
2020 Private Placement, net of issuance costs | 68,602 | 68,602 | 68,599 | 3 | ||||||||
2020 Private Placement, net of issuance costs, Shares | 6,564 | 17,186 | ||||||||||
Stock-based compensation | 1,960 | 1,960 | 1,960 | |||||||||
Foreign currency translation adjustment | (215) | (215) | (215) | |||||||||
Unrecognized gain (loss) on derivatives | (6,291) | (6,291) | (6,291) | |||||||||
Dividends | (2,449) | (2,449) | (2,449) | |||||||||
Purchase of noncontrolling interest | (10,810) | (6,697) | (6,697) | $ (4,113) | ||||||||
Purchase of noncontrolling interest, Shares | 99 | |||||||||||
Purchase of public warrants | (879) | (879) | (879) | |||||||||
BALANCE at Sep. 30, 2020 | 439,759 | (5,787) | 439,759 | 713,622 | (268,085) | 9 | ||||||
BALANCE (In Shares) at Sep. 30, 2020 | 67,782 | 17,186 | ||||||||||
BALANCE at Jun. 30, 2020 | 460,614 | (6,269) | 460,614 | 712,512 | (245,638) | 9 | ||||||
BALANCE (In Shares) at Jun. 30, 2020 | 67,782 | 17,186 | ||||||||||
Net (loss) income | (22,447) | (22,447) | (22,447) | |||||||||
Stock-based compensation | 1,110 | 1,110 | 1,110 | |||||||||
Foreign currency translation adjustment | 89 | 89 | 89 | |||||||||
Unrecognized gain (loss) on derivatives | 393 | 393 | 393 | |||||||||
BALANCE at Sep. 30, 2020 | $ 439,759 | $ (5,787) | $ 439,759 | $ 713,622 | $ (268,085) | $ 9 | ||||||
BALANCE (In Shares) at Sep. 30, 2020 | 67,782 | 17,186 | ||||||||||
[1] | For the period from January 1, 2019 to March 19, 2019 (Predecessor), the only component of other comprehensive income (loss) was foreign currency translation adjustments. | |||||||||||
[2] | Initial equity balances of the Successor reflect the equity of the accounting acquirer, Haymaker, and the issuance of common stock, warrants and cash contributed by Haymaker in connection with the acquisition of OSW Predecessor |
CONDENSED CONSOLIDATED AND CO_4
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Mar. 19, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) income | $ (24,781) | $ (14,350) | $ (252,516) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 1,989 | 13,325 | 18,271 |
Goodwill and trade name impairment charges | 190,777 | ||
Amortization of deferred financing costs | 213 | 571 | 770 |
Stock-based compensation | 20,496 | 1,960 | |
Provision for doubtful accounts | 8 | 167 | |
Inventories write-downs | 1,090 | ||
Loss from write-offs of property and equipment | 90 | ||
Loss on extinguishment of debt | 3,413 | ||
Deferred income taxes | (77) | 1,671 | |
Changes in: | |||
Accounts receivable, net | 1,671 | 230 | 27,378 |
Inventories | (406) | 1,033 | 1,480 |
Prepaid expenses | 1,073 | (2,326) | 747 |
Other current assets | 213 | (182) | 802 |
Other noncurrent assets | (1,003) | (677) | (221) |
Accounts payable | 8,313 | (3,201) | (14,852) |
Accounts payable - related parties | (6,553) | ||
Accrued expenses | 19,792 | (23,317) | 2,705 |
Other current liabilities | (288) | 206 | (287) |
Income taxes payable | 42 | 137 | (356) |
Deferred rent | 37 | 116 | 216 |
Net cash (used in) provided by operating activities | 3,733 | (8,016) | (20,108) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (517) | (2,370) | (1,794) |
Acquisition of OSW Predecessor | (676,453) | ||
Net cash used in investing activities | (517) | (678,823) | (1,794) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from the issuance of common shares | 122,499 | ||
Cash contribution from Haymaker | 349,390 | ||
Proceeds from 2020 private placement, net of issuance costs | 68,602 | ||
Proceeds from the term loan and revolver facilities | 245,900 | 20,000 | |
Payment of deferred financing costs | (6,892) | ||
Repayment on term loan and revolver facilities | (13,443) | (13,000) | |
Purchase of public warrants | (879) | ||
Proceeds from amounts due from related party | 3,187 | ||
Net distributions to Parent and its affiliates | (4,262) | ||
Dividend paid on common stock | (2,445) | ||
Cash paid to acquire noncontrolling interest | (10,810) | ||
Distributions to noncontrolling interest | (267) | (4,011) | |
Net cash provided by (used in) financing activities | (4,529) | 700,641 | 57,457 |
Effect of exchange rate changes on cash | 649 | 114 | (204) |
Net increase (decrease) in cash and cash equivalents and restricted cash | (664) | 13,916 | 35,351 |
Cash and cash equivalents and restricted cash, Beginning of period | 15,302 | 1,774 | 13,863 |
Cash and cash equivalents and restricted cash, End of period | 14,638 | 15,690 | 49,214 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Income taxes | 73 | 171 | 37 |
Interest | 8,643 | 9,082 | |
Non-cash transactions: | |||
Equity consideration paid in connection with the Business Combination | $ 167,300 | ||
Unpaid declared dividends | 2,449 | ||
Common stock issued to purchase noncontrolling interest | $ 1,507 | ||
Repayment of long-term debt by Parent on behalf of the Company | $ 351,482 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
ORGANIZATION | 1. ORGANIZATION OneSpaWorld Holdings Limited (“OneSpaWorld”, the “Company”, “we”, “us”, “our”) is an international business company incorporated under the laws of the Commonwealth of The Bahamas. OneSpaWorld is a global provider and innovator in the fields of health and wellness, fitness and beauty. In facilities on cruise ships and in land-based resorts, the Company strives to create a relaxing and therapeutic environment where guests can receive health and wellness, fitness and beauty services and experiences of the highest quality. The Company’s services include traditional and alternative massage, body and skin treatments, fitness, acupuncture, and medi-spa treatments. The Company also sells premium quality health and wellness, fitness and beauty products at its facilities and through its timetospa.com website. The predominant business, based on revenues, is sales of services and products on cruise ships and in land-based resorts, followed by sales of products through the timetospa.com website. On March 19, 2019 (the “Business Combination Date”), OneSpaWorld consummated a business combination pursuant to a Business Combination Agreement, dated as of November 1, 2018 (as amended on January 7, 2019, by Amendment No. 1 to the Business Combination Agreement), by and among Steiner Leisure Limited (“Steiner Leisure,” “Steiner,” or “Parent”), Steiner U.S. Holdings, Inc., Nemo (UK) Holdco, Ltd., Steiner UK Limited, Steiner Management Services, LLC, Haymaker Acquisition Corp. (“Haymaker”), OneSpaWorld, Dory US Merger Sub, LLC, Dory Acquisition Sub, Limited, Dory Intermediate LLC, and Dory Acquisition Sub, Inc. (the “Business Combination”), in which Haymaker acquired from Steiner the combined operating business known as OSW Predecessor (“OSW”). Prior to the consummation of the Business Combination, OneSpaWorld was a wholly-owned subsidiary of Steiner Leisure. On the Business Combination Date, OneSpaWorld became the ultimate parent company of the Haymaker and OSW combined company. Impact of Coronavirus (COVID-19) – Liquidity and Management’s Plans On January 30, 2020, the World Health Organization declared the coronavirus pandemic (“COVID-19”) a “Public Health Emergency of International Concern,” and on March 10, 2020, declared COVID-19 a pandemic. The regional and global outbreak of COVID-19 has negatively impacted and will continue to have a material negative impact on the Company’s operations. On March 14, 2020, the U.S. Centers for Disease Control and Prevention (“CDC”) issued a No Sail Order. The No Sail Order was extended on April 9, 2020, July 16, 2020 and September 30, 2020, to continue until the earliest of: (1) the expiration of the Secretary of Health and Human Services’ declaration that COVID-19 constitutes a public health emergency, (2) the CDC Director rescinds or modifies the order based on specific public health or other considerations, or (3) October 31, 2020. As a result of the No Sail Order, the majority of our cruise line partners voluntarily suspended operations. On October 30, 2020, the CDC issued a Framework for Conditional Sailing Order, which will remain in effect until the earliest of (1) the expiration of the Secretary of Health and Human Services’ declaration that COVID-19 constitutes a public health emergency, (2) the CDC Director rescinds or modifies the order based on specific public health or other considerations, or (3) November 1, 2021. Pursuant to the Framework for Conditional Sailing Order, the No Sail Order has been lifted and the cruise industry will work with the CDC on a phased in return-to-service, which will consist of three phases: (i) testing and implementing additional safeguards for crew members; (ii) conducting simulated voyages to test cruise operators’ ability to mitigate COVID -19 risk; and (iii) providing a certification to ships that meet specified requirements, thereby allowing for a phased return to cruise ship passenger voyages. We are currently reviewing the Conditional Sailing Order and monitoring the actions of our cruise line partners with respect to the status of the voluntary suspension of cruise sailings. In September 2020, we began the resumption of limited spa operations with one of our cruise line partners. Likewise, during the third quarter of 2020, we began the resumption of spa operations in a limited number of destination resorts as part of our phased-in return to service. As of October 31, 2020, 31 U.S. and Caribbean-based destination resort spas were operating with capacity restriction. Starting in the first quarter of 2020, and continuing through the third quarter of 2020, COVID-19-related shutdowns have had a significant negative impact on our operations. We believe the ongoing effects of COVID-19 on our operations will continue to have a significant negative impact on our financial results and liquidity and such negative impact may continue well beyond the containment of the pandemic. Due to the unknown duration and extent of the impact of the pandemic, which will depend on a number of factors, including the duration and scope of the pandemic, travel restrictions and advisories, the potential unavailability of ports and/or destinations of our cruise partners and a general impact on consumer sentiment regarding travel, the full effect on our financial performance cannot be quantified at this time, but we expect to report a net loss for the year ending December 31, 2020. On June 12, 2020, the Company closed its private placement (the “2020 Private Placement”) of $75 million in common equity and warrants to Steiner Leisure and its affiliates and other investors, including certain funds advised by Neuberger Berman Investment Advisers LLC and certain members of OSW management and its Board of Directors. Refer to Note 6 – “Equity” for further information on the equity financing. The Company has also undertaken steps to mitigate the adverse impact of the pandemic, which have included, without limitation, the following: • Closed all spas on ships where voyages have been cancelled, with the exception of the three vessels that commenced sailing during the third quarter of 2020; • Closed all destination resort spas as of March 26, 2020. As of September 30, 2020, 31 U.S. and Caribbean-based destination resort spas were operating with capacity restrictions; • Repatriated 3,213 of our staff, constituting all but 13 of our cruise ship personnel, eliminating all ongoing expenses related to these employees, with the exception of 39 employees who embarked on the three vessels that commenced sailing during the third quarter of 2020; • Terminated employment of 66% of U.S. and Caribbean-based destination resort spa personnel, including those employees returning to the re-opened resort spas, and 30% of corporate personnel, and implemented salary reductions for all corporate personnel; • Eliminated all non-essential operating and capital expenditures; • Withdrew its dividend program until further notice and deferred payment of the dividend declared on February 26, 2020, in the amount of $2.4 million, until approved by the Board of Directors; and • Borrowed $7 million, net, on its revolving credit facility, leaving $13 million available and undrawn. In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Based on the actions the Company has taken as described above and our resulting current resources, we have concluded that we will have sufficient liquidity to satisfy our obligations over the next twelve months and comply with all debt covenants as required by our debt agreements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation, Principles of Consolidation and Principles of Combination The financial information beginning March 20, 2019 is referred to as “Successor” company information and reflects the consolidated financial statements of OneSpaWorld, including the financial statement effects of recording fair value adjustments and the capital structure resulting from the Business Combination. Black lines have been drawn to separate the Successor’s financial information from that of the Predecessor since their financial statements are not comparable as a result of the application of acquisition accounting and the Company’s capital structure resulting from the Business Combination. In the opinion of management, the accompanying unaudited condensed consolidated and combined 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 have been omitted 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 for the period from January 1 to September 30, 2020 are not necessarily indicative of the results of operations or cash flows that may be expected for the remainder of 2020. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 10-K”). The preparation of consolidated and combined financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Successor: The accompanying unaudited condensed consolidated financial statements as of and for the period from January 1, 2020 to September 30, 2020 and from March 20, 2019 to September 30, 2019, includes the condensed consolidated balance sheet and statement of operations, comprehensive loss, changes in equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation. Predecessor: The condensed combined OSW financial statements (the “OSW financial statements”) include the accounts of the wholly-owned and indirect subsidiaries of Steiner Leisure listed in Note 1 to the Consolidated Financial Statements in the 2019 10-K and include the accounts of a company majority-owned by OneSpaWorld Medispa (Bahamas) Limited, in which OneSpaWorld (Bahamas) Limited (100% owner of OneSpaWorld Medispa (Bahamas) Limited) had a controlling interest. The OSW condensed combined financial statements also include the accounts and results of operations associated with the timetospa.com website owned by Elemis USA, Inc. at that time. The OSW condensed financial statements do not represent the financial position and results of operations of a legal entity but rather a combination of entities under common control of Steiner Leisure that have been “carved out” of the Steiner Leisure consolidated financial statements and reflect significant assumptions and allocations. All significant intercompany transactions and balances have been eliminated in combination. The accompanying condensed combined OSW financial statements may not be indicative of what they would have been had OSW actually been a separate stand-alone entity. The accompanying condensed combined OSW financial statements include the equity, revenues and expenses specifically related to OSW’s operations. OSW receives services and support from various functions performed by Steiner Leisure and costs associated with these functions have been allocated to OSW. These allocations are necessary to reflect all of the costs of doing business and include costs related to certain Steiner Leisure corporate functions, including, but not limited to, senior management, legal, human resources, finance, IT and other shared services that have been allocated to OSW based on direct usage or benefit where identifiable, with the remainder allocated on a pro rata basis determined by an estimate of the percentage of time Steiner Leisure employees devoted to OSW, as compared to total time available or by the headcount of employees at Steiner Leisure corporate headquarters that are fully dedicated to the OSW entities in relation to the total employee headcount. These allocated costs are reflected in salary and payroll taxes and administrative expenses in the accompanying condensed combined OSW statements of operations. Management considers these allocations to be a reasonable reflection of the utilization of services by or benefit provided to OSW. However, the allocations may not be indicative of the actual expenses that would have been incurred had OSW operated as an independent, stand-alone entity. Net Parent investment represents the Steiner Leisure controlling interest in the recorded net assets of OSW, specifically, the cumulative net investment by Steiner Leisure in OSW and cumulative operating results through the date presented. The net effect of the settlement of transactions between OSW, Steiner Leisure, and other affiliates of Steiner Leisure are reflected in the accompanying condensed combined statements of cash flows as a financing activity and in the condensed combined balance sheet as Net Parent investment. Certain expenses and operating costs were paid by Steiner Leisure on behalf of OSW. The Parent has paid on behalf of OSW expenses associated with the allocation of Steiner Leisure corporate overhead and costs associated with the purchase of products from related parties. Operating cash flows for the predecessor periods exclude OSW expenses and operating costs paid by Steiner Leisure on behalf of OSW. Consequently, OSW’s historical cash flows may not be indicative of cash flows had OSW actually been a separate stand-alone entity or future cash flows of OSW. Management believes the assumptions and allocations underlying the accompanying condensed combined OSW financial statements and notes to the OSW condensed combined financial statements are reasonable, appropriate and consistently applied for the periods presented. Management believes the accompanying condensed combined OSW financial statements reflect all costs of doing business. The accompanying OSW condensed combined financial statements have been prepared in conformity with U.S. GAAP. ( Loss) Income Per Share (Successor) As discussed in Note 6 – “Equity”, the Company has two classes of common stock, Voting and Non-Voting. Shares of Non-Voting common stock are in all respects identical to and treated equally with shares of Voting common stock except for the absence of voting rights. Basic (loss) income per share is computed by dividing net (loss) income by the weighted average number of Voting and Non-Voting common shares outstanding for the period. Diluted (loss) income per share is computed by dividing net income by the weighted average number of diluted Voting and Non-voting common shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase Voting and Non-Voting common shares. If the entity reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The Company has not presented (loss) income per share under the two-class method, because the (loss) income per share are the same for both Voting and Non-Voting common stock since they are entitled to the same liquidation and dividend rights. The following table provides details underlying OneSpaWorld’s (loss) income per basic and diluted share calculation (in thousands, except per share amounts): Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 March 20 to September 30, 2019 Net (loss) income attributable to common shareholders – basic and diluted (a) $ (22,447 ) $ 2,362 $ (252,516 ) $ (16,712 ) Weighted average shares outstanding: Basic 84,968 61,118 70,737 61,118 Diluted 84,968 75,012 70,737 61,118 (Loss) income per share Voting and Non-Voting: Basic $ (0.26 ) $ 0.04 $ (3.57 ) $ (0.27 ) Diluted $ (0.26 ) $ 0.03 $ (3.57 ) $ (0.27 ) (a) Calculated as total net loss less amounts attributable to noncontrolling interest. For the three months and nine months ended September 30, 2020 and for the period from March 20, 2019 to March 31, 2019, potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss in these periods. Consequently, the Company did not have any adjustments in these periods between basic and diluted loss per share related to stock options, restricted share units and warrants. The following is a reconciliation of the denominator of the basic and diluted per share computation for the three months ended September 30, 2019 (in thousands): Weighted average shares outstanding 61,118 Common stock warrants 6,526 Deferred shares 6,600 Employee stock options 759 Board of directors restricted stock units 9 Weighted average shares outstanding - diluted 75,012 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 September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 March 20 to September 30, 2019 Common stock warrants 29,150 17,974 26,243 24,500 Deferred shares 1,600 — 4,593 6,600 Employee stock options 4,376 3,626 4,376 4,493 Restricted stock units 798 32 415 19 Performance stock units 661 — 328 — 36,585 21,632 35,955 35,612 Restricted Cash (Successor) These balances include amounts held in escrow accounts, as a result of a legal proceeding related to tax assessments. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of September 30, 2020 to the total amount presented in our condensed consolidated statements of cash flows for the nine months ended September 30, 2020 (in thousands): Cash and cash equivalents $ 47,318 Restricted cash 1,896 Total cash and restricted cash in the condensed consolidated statement of cash flows $ 49,214 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. During the second and third quarter of 2020, we recorded an inventory reserve of $0.5 million and $0.6 million, respectively, for inventories held on board cruise ships due to the cessation of our cruise line partners operations due to the COVID 19 pandemic. Lease Concessions (Successor) In April 2020, the FASB issued guidance allowing entities to make a policy election whether to account for lease concessions related to the COVID-19 pandemic as lease modifications. The election applies to any lessor-provided lease concession related to the impact of the COVID-19 pandemic, provided the concession does not result in a substantial increase in the rights of the lessor or in the obligations of the lessee. Most of our destination resorts agreements require the payment of rent based on a percentage of our revenues with others having fixed rent. We have received lease concessions from certain destination resorts where a fixed rent is required, in the form of rent deferrals and forgiveness during the three and nine months ended September 30, 2020. We have elected not to account for these rent concessions as lease modifications. The recognition of these rent concessions did not have a material impact on our condensed consolidated financial statements as of September 30, 2020. Adoption of Accounting Pronouncements On January 1, 2020, the Company adopted FASB Accounting Standards Update (ASU) 2017-04, Intangibles - Goodwill and Other - Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating the requirement to calculate the fair value of the individual assets and liabilities of a reporting unit to measure goodwill impairment (Step 2). Under the new ASU, when required to test goodwill for recoverability, an entity will perform its goodwill impairment test by comparing the fair value of the reporting unit with its carrying value (Step 1) and should recognize an impairment charge for the amount by which the carrying value exceeds the fair value of the reporting unit. We have applied this ASU on a prospective basis. As a result of the adoption of this standard, we used Step 1 to measure the goodwill impairment charge recognized during the first quarter of 2020. See Note 4 – “Goodwill and Intangible Assets” and “Note 13 – “Fair Value Measurement and Derivatives” for further details. Recent Accounting Pronouncements With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance, to the Company. The following summary of recent accounting pronouncements is not intended to be an exhaustive description of the respective pronouncement. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) to increase transparency and comparability among organizations by recognizing rights and obligations resulting from leases as lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The update requires lessees to recognize for all leases with a term of 12 months or more at the commencement date: (a) a lease liability or a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and (b) a right-of-use asset or a lessee’s right to use or control the use of a specified asset for the lease term. Under the update, lessor accounting remains largely unchanged. The update requires a modified retrospective transition approach for leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements and do not require any transition accounting for leases that expire before the earliest comparative period presented. In June 2020, the FASB issued guidance (ASU 2020-05) that defers the effective dates of the lease standard (ASU 2016-02) for entities that have not yet issued financial statements adopting the standard. The update is effective retrospectively for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. We intend to elect the optional transition method, which allows entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company continues to evaluate the effect that the update will have on the Company’s consolidated financial statements. The Company is in the process of starting its initial scoping review to identify a complete population of leases to be recorded on the consolidated balance sheet as a lease obligation and right of use asset. The Company expects that the update will have a material effect on our consolidated balance sheets due to the recognition of operating lease assets and operating lease liabilities primarily related to the destination resort agreements and office space which will result in a balance sheet presentation that is not comparable to the prior period in the first year of adoption. Upon adoption, we expect that there will be no cumulative-effect adjustment of initially applying the guidance to our opening balance of retained earnings. We are currently evaluating the impact to our condensed consolidated statements of operations, condensed consolidated statements of cash flows and our debt-covenant compliance under our current agreements on an ongoing basis. 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 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 GAAP by decreasing the number of impairment models that entities use to account for debt instruments. In November 2019, the FASB issued guidance (ASU 2019-10) that defers the effective dates of the Financial Instruments—Credit Losses standard for entities that have not yet issued financial statements adopting the standard. The update is effective for annual periods beginning after December 15, 2022, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is currently assessing the impact the adoption of this guidance. The United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced in July 2017 its intent to phase out the use of LIBOR by the end of 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, identified the Secured Overnight Financing Rate (“SOFR”) as its preferred benchmark alternative to U.S. dollar LIBOR. SOFR represents a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed repurchase transactions. In March 2020, in response to this transition, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financing Reporting “ consolidated financial statements Correction of Immaterial Error The Company corrected a classification error in the condensed consolidated statement of cash flows that was immaterial to the previously reported condensed consolidated financial statements as of March 31, 2020 and June 30, 2020. In connection with our preparation of the condensed consolidated financial statements for the third quarter of 2020, the Company determined that the dividend declared on common stock in November 2019 and paid in February 2020 was originally presented within the change in other current liabilities in the operating activities section of the unaudited consolidated statement of cash flows for the three and six-month periods ended March 31, 2020 and June 30, 2020, but should have been classified as cash outflow within financing activities. The effect of correcting such classification error for the respective periods, resulted in a $2.4 million decrease in net cash provided by (used in) financing activities and a $2.4 million increase in net cash (used in) provided by operating activities (specifically, to increase by $2.4 million the change in other current liabilities). The correction of the above classification error did not have any effect on the condensed consolidated statements of operations or the condensed consolidated balance sheet in any of the periods previously presented. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | 3. BUSINESS COMBINATION As discussed in “Note 1” - “Organization”, on March 19, 2019, OneSpaWorld consummated a business combination. The Business Combination was accounted for using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Haymaker was deemed to be the accounting acquirer and OSW the accounting acquiree. As a result of applying pushdown accounting, the post-Business Combination financial statements of OneSpaWorld reflect the new basis of accounting for OSW. Total consideration transferred to Steiner in connection with the Business Combination was $858,386,000. The Company’s purchase price allocation was final as of December 31, 2019. Measurement period adjustments were applied retrospectively to the Business Combination Date. Goodwill of $174.2 million and $15.9 million was assigned to the Maritime and Destination Resorts reporting units, respectively, based on expected benefits from the combination as of the Business Combination Date. The following information represents the unaudited supplemental pro forma results of the Company’s condensed consolidated statement of operations as if the Business Combination occurred on January 1, 2019, after giving effect to certain adjustments, including depreciation and amortization of the assets acquired and liabilities assumed based on their estimated fair values and changes in interest expense resulting from changes in debt (in thousands): Nine Months Ended September 30, 2019 Revenues $ 422,797 Net loss $ (30,144 ) The pro forma information does not purport to be indicative of what the Company’s results of operations would have been if the Business Combination had in fact occurred at the beginning of the period presented and is not intended to be a projection of the Company’s future results of operations. Financial information prior to the Business Combination Date is referred to as “Predecessor” company information, which reflects the combined financial statements of OSW prepared using OSW’s previous combined basis of accounting. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
Finite Lived Intangible Assets Net [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 4. GOODWILL AND OTHER INTANGIBLE ASSETS As a result of the effect of COVID-19 on our expected future operating cash flows and our evaluation of the current economic and market conditions, and its impact on the Company’s common share price, we concluded it is more likely than not that the trade name indefinite-lived intangible asset and goodwill are impaired and performed, including work performed by third-party valuation specialists, interim impairment tests as of March 31, 2020. We performed a fair value test applying the relief of royalty method and determined that the estimated fair value of one of our trade names is less than carrying value as of March 31, 2020. As a result, we recognized an impairment charge of $0.7 million during the nine months ended September 30, 2020 (Successor). Management determined that there were no triggering events during the third quarter of 2020 that would require additional testing. Goodwill represents the purchase price in excess of the fair value of the net assets acquired and liabilities assumed in connection with the Business Combination (See “Note 3”). We performed discounted cash flow analyses and determined that the estimated fair values of our Maritime and Destination Resorts segment reporting units no longer exceeded their carrying values as of March 31, 2020. As a result, we concluded that the goodwill associated with these reporting units was fully impaired. We recognized goodwill impairment charges of approximately $190 million for these reporting units during the nine months ended September 30, 2020 (Successor) (See “Note 13”). The changes in the carrying amount of goodwill for each unit for the nine months ended September 30, 2020 (Successor) were as follows (in thousands): Maritime Destination Resorts Total Balance at December 31, 2019 $ 174,150 $ 15,927 $ 190,077 Impairment (174,150 ) (15,927 ) (190,077 ) Balance at September 30, 2020 $ - $ - $ - Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of September 30, 2020 (in thousands, except amortization period): Successor: Cost Accumulated Amortization and Impairment Net Balance Amortization Period (in years) Retail concession agreements $ 604,700 $ (23,801 ) $ 580,899 39 Destination resort agreements 17,900 (1,798 ) 16,102 15 Trade name 6,200 (700 ) 5,500 Indefinite-life Licensing agreement 1,000 (181 ) 819 8 $ 629,800 $ (26,480 ) $ 603,320 The following is a summary of the Company’s intangible assets as of December 31, 2019 (in thousands, except amortization period): Successor: Cost Accumulated Amortization Net Balance Amortization Period (in years) Retail concession agreements $ 604,700 $ (12,165 ) $ 592,535 39 Destination resort agreements 17,900 (907 ) 16,993 15 Trade name 6,200 - 6,200 Indefinite-life Licensing agreement 1,000 (91 ) 909 8 $ 629,800 $ (13,163 ) $ 616,637 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 September 30, 2020 (Successor) and 2019 (Successor) was $4.2 million and $4.0 million, respectively. Amortization expense during the nine months ended September 30, 2020 (Successor) and for the periods for March 20, 2019 to September 30, 2019 (Successor) and January 1, 2019 to March 19, 2019 (Predecessor) was $12.6 million, $9.1 million and $0.8 million, respectively |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 5. LONG-TERM DEBT Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate As of As of September 30, 2020 December 31, 2019 Maturities Through September 30, 2020 December 31, 2019 First lien term loan facility 4.0% 5.5% 2026 $ 202,457 $ 202,457 Second lien term loan facility 7.7% 9.3% 2027 25,000 25,000 First lien revolving facility 3.9% - 2024 7,000 - Total debt $ 234,457 $ 227,457 Less: unamortized debt issuance costs (5,280 ) (6,050 ) Total debt, net of unamortized debt issuance costs $ 229,177 $ 221,407 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. The Term Loan Facilities require the Company to make certain mandatory prepayments, with (i) 100% of net cash proceeds of all non-ordinary course asset sales or other dispositions of property, subject to the ability to reinvest such proceeds and certain other exceptions, and subject to step downs if certain leverage ratios are met and (ii) 100% of the net cash proceeds of any debt incurrence, other than debt permitted under the definitive agreements (but excluding debt incurred to refinance the New Credit Facilities). The Company also is required to make quarterly amortization payments equal to 0.25% of the original principal amount of the First Lien Term Loan Facility commencing after the first full fiscal quarter after the closing date of the New Credit Facilities (subject to reductions by optional and mandatory prepayments of the loans). The Company may prepay (i) the First Lien Credit Facilities at any time without premium or penalty, subject to payment of customary breakage costs and a customary “soft call,” and (ii) the Second Lien Term Loan Facility at any time without premium or penalty, subject to a customary make-whole premium for any voluntary prepayment prior to the date that is 30 months following the closing date of the New Credit Facilities (the “Callable Date”), following by a call premium of (x) 4.00% on or prior to the first anniversary of the Callable Date, (y) 2.50% after the first anniversary but on or prior to the second anniversary of the Callable Date, and (z) 1.50% after the second anniversary but on or prior to the third anniversary of the Callable Date. During the fourth quarter of 2019, we prepaid principal amounts of $5 million of our First Lien Credit Facilities. The New Credit Facilities contain a financial covenant related to the maintenance of a leverage ratio and a number of customary negative covenants including covenants related to the following subjects: consolidations, mergers, and sales of assets; limitations on the incurrence of certain liens; limitations on certain indebtedness; limitations on the ability to pay dividends; and certain affiliate transactions. The New Credit Facilities also contain certain customary representations and warranties, affirmative covenants and events of default. As of September 30, 2020, and December 31, 2019, the Company was in compliance with all of the covenants contained in the New Credit Facilities. If we do not comply with these covenants, we would have to seek amendments to these covenants from our lenders or evaluate the options to cure the defaults contained in the credit agreements. However, no assurances can be made that such amendments would be approved by our lenders. If an event of default occurs, the lenders under the New Credit Facilities are entitled to take various actions, including the acceleration of amounts due under the New Credit Facilities and all actions permitted to be taken by a secured creditor, subject to customary intercreditor provisions among the first and second lien secured parties, which would have a material adverse impact to our operations and liquidity. The following are scheduled principal repayments on long-term debt as of September 30, 2020 for each of the next five years (in thousands): Year Amount 2020 $ - 2021 - 2022 1,776 2023 2,085 2024 9,085 Thereafter Total 221,511 $ 234,457 Borrowing Capacity As of September 30, 2020, the Company had $13 million available under the First Lien Revolving Facility. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
EQUITY | 6. 2020 Private Placement On April 30, 2020, we entered into an Investment Agreement (the “Investment Agreement”) with Steiner Leisure and certain other investors, including members of our management and Board of Directors (collectively, the “Co-Investors” and, together with Steiner Leisure, the “Investors”). Pursuant the Investment Agreement, we completed a private placement financing transaction on June 12, 2020 (the “2020 Private Placement”) in which among other things, (i) we issued to Steiner Leisure an aggregate of (x) approximately 15.0 million Non-Voting Common Shares and (y) warrants to purchase approximately 4.0 million Non-Voting Common Shares at an exercise price of $5.75 per share, and (ii) we issued to the Co-Investors an aggregate of (x) approximately 3.7 million Voting Common Shares and (y) warrants to purchase approximately 1.0 million Voting Common Shares at an exercise price of $5.75 per share, for an aggregate purchase price of $75.0 million. The Company intends to use the proceeds from the 2020 Private Placement for working capital or other general corporate purposes. We incurred approximately $6.4 million of offering-related expenses, resulting in total net proceeds of approximately $68.6 million. Common Shares The Company is authorized to issue 250,000,000 common shares with a par value of $0.0001 per share. Pursuant to the Investment Agreement, we have amended our Articles of Incorporation (the “Articles”) and created a new class of Non-Voting Common Shares, par value $0.0001 per share. Of the authorized shares 225,000,000 are “Voting Common Shares” and 25,000,000 are “Non-Voting Common Shares.” The Non-Voting Common Shares are of equal rank to the Voting Common Shares, in terms of dividends, liquidation, preferences and all other rights and features, with the following exceptions: (i) the Non-Voting Common Shares have no voting rights, except as may be required by law; (ii) Steiner Leisure Limited (“Steiner Leisure”) may vote its Non-Voting Common Shares in favor of its director designees; and (iii) the Non-Voting Common Shares will automatically be converted to Voting Common Shares upon the occurrence of certain events set forth in the Articles. Holders of the Company’s voting common stock are entitled to one vote for each share. At September 30, 2020, there were 67,782,651 voting shares and 17,185,500 non-voting shares of OneSpaWorld common stock issued and outstanding. Conversion of Non-Voting Common Shares to Voting Common Shares Automatic Conversion Each Non-Voting Common Share will automatically convert into one Voting Common Share, upon the occurrence of a Qualified Transfer of such Non-Voting Common Share or with the prior consent of our Board of Directors. A “Qualified Transfer” means a transfer (x) to a third party that is not (1) an affiliate of such holder nor (2) a person whose ownership thereof would result in such shares being treated as constructively owned by such holder under Section 958(b) of the U.S. Tax Code, applicable Treasury Regulations and other official guidance (a Person described in this clause (x), an “Unrelated Person”), and (y) that is not otherwise prohibited under the Articles. Elective Conversion Upon the occurrence of a Contingent Conversion Triggering Event (as defined below), a number of Non-Voting Common Shares as elected will be converted into an identical number of Voting Common Shares; provided, that the number of Non-Voting Common Shares so converted may not exceed the number of Non-Voting Common Shares that, if converted, would reasonably be expected to (1) cause the Company to become a “CFC” (as defined in the Articles) as reasonably determined in good faith by the Company, upon the advice of its legal counsel, or (2) cause such holder, together with its affiliates, to hold voting power exceeding 44.9% (as reasonably determined in good faith by the Company). A “Contingent Conversion Triggering Event” shall mean (1) a decrease in the number of directors that the applicable holder has the right to designate for appointment or nomination or a decrease in the number of directors so designated by the applicable holder as a result of an irrevocable waiver of such rights, (2) the transfer of Voting Common Shares by certain holders that participated in the 2020 Private Placement or any of their affiliates on or prior to the one year anniversary of the closing of the 2020 Private Placement (I) to an “Unrelated Person” (as defined in the Articles), and (II) that is not prohibited under the Articles, or (3) the exercise by a the holder or its affiliates of a warrant to purchase Non-Voting Common Shares (or a warrant for which such holder or such affiliate has previously agreed to receive Non- Voting Common Shares upon exercise); provided that, with respect to clause (3), the number of shares designated for conversion shall not exceed the number of Non-Voting Common Shares received upon exercise of such warrant. Each Non-Voting Common Share that is converted into a Voting Common Share shall be cancelled by the Company and shall not be available for reissuance. Deferred Shares In consideration for, among other things, Steiner Leisure providing a “back stop” for the 2020 Private Placement and Steiner Leisure’s agreement to voting limitations in respect of certain of the securities issuable to it, we issued and delivered an aggregate of 5.0 million common shares (2.8 million of Voting Common Shares and 2.2 million of Non-Voting Common Shares) to Steiner Leisure at the closing of the 2020 Private Placement, which satisfied in full the Company’s obligation to issue 5.0 million deferred common shares to Steiner Leisure pursuant to the Business Combination Agreement(the “BCA”). In addition, in order to align the incentives of certain members of the Board of Directors, the parties agreed to amend the terms of the Founder Deferred Shares (as defined in the BCA), such that, effective as of the closing of the 2020 Private Placement, such shares will be issuable upon the occurrence of any of the following: (A) the first day on which the common shares achieve a 5-day volume weighted average price equal to or greater than $10.50 (such share price, as may be adjusted, the “Price Target”); (B) in the case of a change in control of the Company, if the price per common share paid or payable in connection with such change in control is equal to or greater than the Price Target; or (C) the two-year anniversary of the closing of the 2020 Private Placement. 2020 Warrants The Warrants issued pursuant to the Investment Agreement (“the 2020 Warrants”) will expire on the earlier of (i) the fifth anniversary of the closing of the 2020 Private Placement or (ii) the Redemption Date (as defined below). Each Warrant entitles the holder to purchase one share of OneSpaWorld common stock at an exercise price of $5.75. The 2020 Warrants may be exercised on a “cashless” basis, in accordance with a specified formula. In addition, the Company may, at any time prior to their expiration, elect to redeem not less than all of such then-outstanding 2020 Warrants at a price of $0.01 per warrant, provided that the last sales price of the common shares reported has been at least $14.50 per share (subject to adjustment in accordance with certain specified events), on each of twenty trading days within the thirty-trading day period ending on the third business day prior to the date on which notice of the redemption is given (the “Redemption Date”), and provided that the common shares issuable upon exercise of such 2020 Warrants have been registered, qualified or are exempt from registration or qualification under the Securities Act and under the securities laws of the state of residence of the registered holder of the 2020 Warrant. The 2020 Warrants were deemed to qualify for equity classification under authoritative accounting guidance. As of September 30, 2020, 5,000,000 of the 2020 warrants were issued and outstanding. Governance Agreement In connection with the closing of the 2020 Private Placement, the Company, Steiner Leisure and, solely for the purpose of Section 18 thereof, Haymaker, entered into a Governance Agreement (the “Governance Agreement”), pursuant to which, Steiner Leisure and certain of its affiliates were granted certain consent, director designation, and other rights with respect to the Company. The Governance Agreement superseded the Director Designation Agreement, dated as of November 1, 2018, by and among the Company, Steiner Leisure and Haymaker. Under the terms of the Governance Agreement, among other things, Steiner Leisure has the right to designate and appoint two directors so long as Steiner Leisure and its affiliates own at least 15% of the issued and outstanding common shares and one director so long as Steiner Leisure and its affiliates own at least 5% of the issued and outstanding common shares. Dividends Declared Per Common Share On March 24, 2020, the Company announced that it is deferring payment of its dividend declared on February 26, 2020, for payment on May 29, 2020, to shareholders of record on April 10, 2020, until the Board of Directors reapproves its payment; and withdrawing its dividend program until further notice. As of September 30, 2020 and December 31, 2019, dividends payable amounted to approximately $2.4 million which is presented as other-long term liabilities and other current liabilities in the accompanying condensed consolidated balance sheets, respectively. Public and Private Warrants During the first quarter of 2020, the Company repurchased 348,521 warrants for a total of $0.9 million in open market transactions. As of September 30, 2020, 24,150,379 public and private warrants were issued and outstanding. |
STOCK-BASED EMPLOYEE COMPENSATI
STOCK-BASED EMPLOYEE COMPENSATION | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK-BASED EMPLOYEE COMPENSATION | 7. STOCK-BASED EMPLOYEE COMPENSATION Successor: Restricted Share Units On January 21, 2020, the Company granted 181,316 time-based restricted share unit awards to certain employees which vest in equal installments over three years. On August 18, 2020, the Company granted 1,003,000 time-based restricted share unit awards to certain employees which vest in equal installments over three years. On August 15, 2020, the Company granted the board of directors a total of 166,373 restricted share unit awards (“RSU’s”) as compensation for future service. The RSU’s fully vest at the completion of the one-year period commencing from the date of grant. The following is a summary of restricted share unit activity for the nine months ended September 30, 2020: Restricted Share Units Activity Number of Awards Weighted-Average Grant Date Fair Value Non-Vested share units as of December 31, 2019 60,902 $ 15.60 Granted 1,350,689 7.00 Vested (41,670 ) 15.60 Cancelled (7,761 ) 15.61 Non-Vested share units as of September 30, 2020 1,362,160 $ 7.07 Performance Share Units On January 21, 2020, the Company granted 181,316 performance share unit awards to certain employees which vest upon the achievement of certain pre-established performance target established for the 2020 calendar year and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through January 21, 2023. Performance share units are converted into shares of common stock upon vesting on a one-for-one basis. The Company estimates the fair value of each performance share when the grant is authorized, and the related service period has commenced. The Company recognizes compensation cost over the vesting period based on the probability of the performance conditions being achieved. If the specified service and performance conditions are not met, compensation expense is not recognized, and any previously recognized compensation expense will be reversed. On August 18, 2020, the Company granted 1,003,000 performance share unit awards (“PSU’s”) to certain executive officers, the PSU’s expire on the sixth anniversary of the Grant Date. The PSU’s will vest upon achievement of the five-day volume weighted average price of OneSpaWorld common shares reaching the following hurdle prices: Hurdle Price Percentage of PSU's Vested $ 7.24 25% $ 8.83 25% $ 10.41 25% $ 12.00 25% Grant date fair value of the PSU’s was estimated by a third-party valuation specialist using a Monte Carlo simulation in a risk-neutral framework assuming Geometric Motion, 100,000 trials, and using the following assumptions: Hurdle prices per share $7.24, $8.83, $10.41, $12.00 End of simulation term August 18, 2026 Term of simulation 6 years Stock price as of measurement date $ 5.65 Volatility 54.13 % Risk-free rate (continuous) 0.37 % The following is a summary of performance share unit activity for the nine months ended September 30, 2020: Performance Share Unit Activity Number of Awards Weighted-Average Grant Date Fair Value Non-Vested share units as of December 31, 2019 - Granted 1,184,316 $ 6.34 Vested - - Cancelled (1,350 ) 15.67 Non-Vested share units as of September 30, 2020 1,182,966 $ 6.32 The share-based compensation expense for the three months ended September 30, 2020 (Successor) and 2019 (Successor) was $1.1 million and $0.1 million, respectively. The share-based compensation expense during the nine months ended September 30, 2020 (Successor) and for the period for March 20, 2019 to September 30, 2019 (Successor) was $1.9 million and $20.4 million, respectively, which is included as a component of salary and payroll taxes in the accompanying condensed consolidated and combined statements of operations. There was no share-based compensation expense for the period from January 1, 2019 to March 19, 2019 (Predecessor). |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | 8. As of December 31, 2019, the Company had a 60% controlling interest and a third party has a 40% noncontrolling interest of Medispa Limited, a Bahamian entity that is a subsidiary of the Company. The operations of MediSpa Limited relate to the delivery of non-invasive aesthetic services, provision of related services, and the sale of related products onboard passenger cruise ships and at hotel and resort spas outside the tax jurisdiction of the U.S. (Successor). On February 14, 2020, the Company purchased the 40% noncontrolling interest for $12.3 million in a combination of $10.8 million in cash and 98,753 shares of the Company’s common stock at a share price of $15.26. As a result of the transaction, the difference between the carrying value of the noncontrolling interest purchased and the consideration given was recorded as additional paid-in capital. Total equity was adjusted during the nine months ended September 30, 2020 (Successor) due to the purchase of noncontrolling interest by the Company as follows (in thousands): Nine Months Ended September 30, 2020 Decrease in noncontrolling interest $ (4,113 ) Decrease in additional paid-in capital (6,697 ) |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
REVENUE RECOGNITION | 9. REVENUE RECOGNITION The Company's revenue generating activities include the following: Service Revenues Service revenues consist primarily of sales of health, wellness and beauty services, including a full range of massage treatments, facial treatments, nutritional/weight management consultations, teeth whitening, mindfulness services and medi-spa services to cruise ship passengers and destination resort guests. Each service or consultation represents a separate performance obligation and revenues are generally recognized immediately upon the completion of our service. Given the short duration of our performance obligation, although some services are recognized over time, there is no difference in the timing of recognition. Product Revenues Product revenues consist primarily of sales of health and wellness products, such as facial skincare, body care, hair care, orthotics and nutritional supplements to cruise ship passengers, destination resort guests and timetospa.com erformance 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 unredeemed gift cards (breakage) in net sales on a pro-rata basis over the time period gift cards are redeemed. At least three years of historical data, updated annually, is used to determine actual redemption patterns. The liability for unredeemed gift cards is included in “Other current liabilities” on the Company's consolidated balance sheets and was $0.6 million and $0.8 million as of September 30, 2020 and December 31, 2019, 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 Contract Balances (in thousands) 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 September 30, 2020, and December 31, 2019, our receivables from contracts with customers were $2,968 and $30,513, 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 and wellness, fitness and beauty services and sell related products. 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): Successor Predecessor Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 March 20, 2019 to September 30, 2019 January 1, 2019 to March 19, 2019 Service Revenues: Maritime $ 130 $ 101,213 $ 81,062 $ 210,929 $ 81,170 Destination resorts 978 9,351 9,833 21,633 10,110 Total service revenues 1,108 110,564 90,895 232,562 91,280 Product revenues: Maritime 7 32,875 23,132 68,803 25,794 Destination resorts 111 602 988 1,259 633 Timetospa.com 563 860 2,079 1,721 745 Total product revenues 681 34,337 26,199 71,783 27,172 Total revenues $ 1,789 $ 144,901 $ 117,094 $ 304,345 $ 118,452 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 10. Predecessor: The Company received services and support from various functions performed by Parent. These expenses relate to allocations of Parent corporate overhead. Successor: As discussed in Note 6 – “Equity”, on April 30, 2020, we entered into the Investment Agreement with Steiner Leisure and certain other investors, including members of our management and Board of Directors (collectively, the “Co-Investors” and, together with Steiner Leisure, the “Investors”). Pursuant to the Investment Agreement, we completed the 2020 Private Placement. Predecessor and Successor: Effective December 31, 2019, the Company and Steiner Management Services, LLC (“SMS”) have terminated the transition services agreement (the “Transition Services Agreement”) pursuant to which SMS had provided the Company with certain services, including accounting, information technology and legal services. The Company has transitioned such services to its control. Effective March 31, 2020, the Company and Nemo Investor Aggregator, Limited (the parent company of Steiner Leisure) have terminated the Executive Services Agreement pursuant to which the Company made available Mr. Leonard Fluxman, our Executive Chairman, and Mr. Stephen Lazarus, our Chief Financial Officer and Chief Executive Officer, to provide certain ongoing executive services to Nemo. The Company has determined it to be in its best interests to have Mr. Fluxman and Mr. Lazarus be unrestricted in any respect regarding their availability to manage the Company’s business, particularly during the current unprecedented conditions caused by the global COVID-19 pandemic. The Company entered into a Management Agreement dated May 25, 2018 and amended and restated October 25, 2018, with Bliss World LLC, an indirect subsidiary of Steiner Leisure, which became effective at the time of the closing of the Business Combination. The Management Agreement provides that the Company will manage the operations of nine U.S. health and wellness centers on behalf of Bliss World LLC in exchange for approximately $1.25 million in the aggregate for the year ended December 31, 2019. Subject to certain customary early termination rights, the agreement terminates, with respect to each health and wellness center, upon expiration or termination of the respective lease for each such health and wellness center. As of September 30, 2020, one health and wellness center remains subject to lease and ongoing operations. Effective August 12, 2020, the Company and SMS have terminated the sublease of the Coral Gables Lease (the “Sublease”). The Company and SMS have entered into an Operational Services Agreement effective January 1, 2020, pursuant to which the Company will provide SMS with certain services including with respect to accounting, human resources, information technology, and office related support. This agreement will terminate effective December 31, 2020, and provides that SMS will pay the Company for its services. The total fee for all the aforementioned agreements to be received by the Company in 2020 is $0.5 million, of which during the three and nine months ended September 30, 2020, the Company recorded approximately $0.1 million and $0.3 million, respectively, as a reduction of salary and payroll taxes expenses and service revenues related to these agreements. The Transition Services Agreement, Executive Services Agreement, Management Agreement and Sublease are discussed in “Note 16” to the Consolidated Financial Statements in the 2019 Form 10-K. |
SEGMENT AND GEOGRAPHICAL INFORM
SEGMENT AND GEOGRAPHICAL INFORMATION | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHICAL INFORMATION | 11. SEGMENT AND GEOGRAPHICAL INFORMATION The Company operates facilities on cruise ships and in destination resort health and wellness centers, which provide health and wellness services and sell beauty products onboard cruise ships and in destination resort health and wellness centers. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, products, services, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief executive officer, who is the Company’s chief operating decision maker (CODM), in determining how to allocate the Company’s resources and evaluate performance. The basis for determining the geographic information below is based on the countries in which the Company operates. The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands): Successor Predecessor Three Months Ended Three Months Ended Nine Months Ended March 20, 2019 to January 1, 2019 to September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 March 19, 2019 Revenues: U.S. $ 1,185 $ 8,541 $ 9,312 $ 17,824 $ 6,008 Not connected to a country 136 131,133 101,910 273,988 106,886 Other 468 5,227 5,872 12,533 5,558 Total $ 1,789 $ 144,901 $ 117,094 $ 304,345 $ 118,452 As of September 30, 2020 December 31, 2019 Property and equipment, net: U.S. $ 7,321 $ 9,965 Not connected to a country 6,739 6,826 Other 4,721 5,950 Total $ 18,781 $ 22,741 |
CHANGES IN ACCUMULATED OTHER CO
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders Equity Note [Abstract] | |
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table presents the changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2020 (Successor) and for the period from March 20, 2019 to March 31, 2019 (Successor) and from January 1, 2019 to March 19, 2019 (Predecessor), respectively (in thousands): Successor Predecessor Accumulated Other Comprehensive Income (Loss) for the Nine Months Ended September 30, 2020 Accumulated Other Comprehensive Income (Loss) for the period from March 20, 2019 to September 30, 2019 Accumulated Other Comprehensive Income (Loss) for the period from January 1, 2019 to March 19, 2019 (2) Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Foreign Currency Translation Adjustments Accumulated other comprehensive (loss) income, beginning of the period $ (183 ) $ 902 $ 719 $ - $ - $ - $ (649 ) Other comprehensive (loss) income before reclassifications (215 ) (7,179 ) (7,394 ) (384 ) 88 (296 ) (165 ) Amounts reclassified from accumulated other comprehensive loss - 888 888 - (35 ) (35 ) - Net current period other comprehensive loss (215 ) (6,291 ) (6,506 ) (384 ) 53 (331 ) (165 ) Ending balance $ (398 ) $ (5,389 ) $ (5,787 ) $ (384 ) $ 53 $ (331 ) $ (814 ) (1) See Note 13 – “Fair Value Measurements and Derivatives”. (2) For the period from January 1, 2019 to March 19, 2019 (Predecessor), the only component of other comprehensive income (loss) was foreign currency translation adjustments. |
FAIR VALUE MEASUREMENTS AND DER
FAIR VALUE MEASUREMENTS AND DERIVATIVES | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND DERIVATIVES | 13. FAIR VALUE MEASUREMENTS AND DERIVATIVES Fair Value Measurements The Company’s outstanding long-term debt as of September 30, 2020 (Successor) was recently originated and bears variable interest rates. As a result, the Company believes that the fair value of long-term debt as of September 30, 2020 and December 31, 2019, respectively, approximates its carrying amount. As the fair value estimate of the long-term debt generally requires the use of 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, the Company concluded that this fair value estimate represents a Level 3 measurement in the fair value hierarchy. 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): Balance Sheet Fair Value Measurements at September 30, 2020 Using Fair Value Measurements at December 31, 2019 Using Description Location Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Derivative financial instruments (1) Other current assets $ - $ $ $ $ 250 $ - $ 250 $ - Derivative financial instruments (1) Other non-current assets - - - - 652 - 652 - Total Assets - - - - 902 - 902 - Liabilities: Derivative financial instruments (1) Other current liabilities 1,847 - 1,847 - - - - - Derivative financial instruments (1) Other long term liabilities 3,542 - 3,542 - - - - - Total Liabilities $ 5,389 $ - $ 5,389 $ - $ - $ - $ - $ - Derivatives Successor: 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. 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. The Company classifies derivative instrument cash flows from hedges of benchmark interest rates as operating activities due to the nature of the hedged item. 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 September 30, 2020 and December 31, 2019, the notional amount is $157.2 million and $173.9 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 $1.9 million of income from accumulated other comprehensive income (loss) into interest expense within the next twelve months. The fair value of the interest rate swap contract is measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observable market interest rate curves. The interest rate swap contract was categorized as Level 2 in the fair value hierarchy. The Company is not required to post cash collateral related to this derivative instrument. The effect of the interest rate swap contract designated as cash flows hedging instrument on the condensed consolidated financial statements was as follows (in thousands): Derivative Amount of Loss Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain Reclassified From Accumulated Other Comprehensive Income (Loss) into Income Amount of Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Three months ended September 30, 2020 Nine months ended September 30, 2020 Three months ended September 30, 2020 Nine months ended September 30, 2020 Interest rate swap $ (126 ) $ (7,179 ) Interest expense 519 $ 888 Total $ (126 ) $ (7,179 ) $ 519 $ 888 Derivative Amount of Loss Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain Reclassified From Accumulated Other Comprehensive Income (Loss) into Income Amount of Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Three months ended September 30, 2019 March 20 to September 30, 2019 Three months ended September 30, 2019 March 20 to September 30, 2019 Interest rate swap $ 88 $ 88 Interest expense $ (35 ) $ (35 ) Total $ 88 $ 88 $ (35 ) $ (35 ) Predecessor: During the period from January 1, 2019 to March 19, 2019, the Company did not enter into or transact any derivative contracts designated as cash flows hedges. Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis Valuation of Goodwill and Trade Name (Successor): We recognized goodwill impairment charges of $190 million for the two segment reporting units and an impairment charge of $0.7 million for the trade name during the nine months ended September 30, 2020. See “Note 4” – “Goodwill and Other Intangible Assets”. The determination of our reporting units' goodwill and trade name fair values includes numerous assumptions that are subject to various risks and uncertainties. We applied the income approach to estimate the fair value of the reporting units. The income approach estimates the fair value by discounting each reporting unit’s estimated future cash flows using the company estimate of the discount rate, or expected return, that a market participant would have required as of the valuation date. Significant assumptions in the income approach, all of which are considered Level 3 inputs, include the estimated future net annual cash flows for each reporting unit and the discount rate. The discount rates utilized to value the reporting units were approximately 14% and 12.5%, depending on the risk and uncertainty inherent in the respective reporting unit. The trade name was valued through application of the relief from royalty method and the significant assumptions used in the valuation |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14. INCOME TAXES For the three months ended September 30, 2020 and 2019, the Company recorded an income tax (benefit) expense of $(0.388) million and $0.097 million, respectively. The Company recorded an income tax expense of approximately $1.4 million, $0.1 million and $0.1 million for the nine months ended September 30, 2020 (Successor), period from March 20, 2019 to September 30, 2019 (Successor) and period from January 1, 2019 to March 19, 2019 (Predecessor), respectively. The tax provision for the nine months ended September 30, 2020 also includes a $1.7 million increase in valuation allowance recorded as a discrete period item in the first quarter of 2020 as a result of change in judgement about the realizability of the deferred tax assets in future years. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in the U.S. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. While the Company is still assessing the impact of the legislation, we do not expect there to be a material impact to our consolidated financial statements at this time. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 15. 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 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 $0.2 million for this matter as of September 30, 2020. The Company believes the ultimate outcome of this matter will not have a material adverse impact on the condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Principles of Consolidation and Principles of Combination | Basis of Presentation, Principles of Consolidation and Principles of Combination The financial information beginning March 20, 2019 is referred to as “Successor” company information and reflects the consolidated financial statements of OneSpaWorld, including the financial statement effects of recording fair value adjustments and the capital structure resulting from the Business Combination. Black lines have been drawn to separate the Successor’s financial information from that of the Predecessor since their financial statements are not comparable as a result of the application of acquisition accounting and the Company’s capital structure resulting from the Business Combination. In the opinion of management, the accompanying unaudited condensed consolidated and combined 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 have been omitted 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 for the period from January 1 to September 30, 2020 are not necessarily indicative of the results of operations or cash flows that may be expected for the remainder of 2020. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 10-K”). The preparation of consolidated and combined financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Successor: The accompanying unaudited condensed consolidated financial statements as of and for the period from January 1, 2020 to September 30, 2020 and from March 20, 2019 to September 30, 2019, includes the condensed consolidated balance sheet and statement of operations, comprehensive loss, changes in equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation. Predecessor: The condensed combined OSW financial statements (the “OSW financial statements”) include the accounts of the wholly-owned and indirect subsidiaries of Steiner Leisure listed in Note 1 to the Consolidated Financial Statements in the 2019 10-K and include the accounts of a company majority-owned by OneSpaWorld Medispa (Bahamas) Limited, in which OneSpaWorld (Bahamas) Limited (100% owner of OneSpaWorld Medispa (Bahamas) Limited) had a controlling interest. The OSW condensed combined financial statements also include the accounts and results of operations associated with the timetospa.com website owned by Elemis USA, Inc. at that time. The OSW condensed financial statements do not represent the financial position and results of operations of a legal entity but rather a combination of entities under common control of Steiner Leisure that have been “carved out” of the Steiner Leisure consolidated financial statements and reflect significant assumptions and allocations. All significant intercompany transactions and balances have been eliminated in combination. The accompanying condensed combined OSW financial statements may not be indicative of what they would have been had OSW actually been a separate stand-alone entity. The accompanying condensed combined OSW financial statements include the equity, revenues and expenses specifically related to OSW’s operations. OSW receives services and support from various functions performed by Steiner Leisure and costs associated with these functions have been allocated to OSW. These allocations are necessary to reflect all of the costs of doing business and include costs related to certain Steiner Leisure corporate functions, including, but not limited to, senior management, legal, human resources, finance, IT and other shared services that have been allocated to OSW based on direct usage or benefit where identifiable, with the remainder allocated on a pro rata basis determined by an estimate of the percentage of time Steiner Leisure employees devoted to OSW, as compared to total time available or by the headcount of employees at Steiner Leisure corporate headquarters that are fully dedicated to the OSW entities in relation to the total employee headcount. These allocated costs are reflected in salary and payroll taxes and administrative expenses in the accompanying condensed combined OSW statements of operations. Management considers these allocations to be a reasonable reflection of the utilization of services by or benefit provided to OSW. However, the allocations may not be indicative of the actual expenses that would have been incurred had OSW operated as an independent, stand-alone entity. Net Parent investment represents the Steiner Leisure controlling interest in the recorded net assets of OSW, specifically, the cumulative net investment by Steiner Leisure in OSW and cumulative operating results through the date presented. The net effect of the settlement of transactions between OSW, Steiner Leisure, and other affiliates of Steiner Leisure are reflected in the accompanying condensed combined statements of cash flows as a financing activity and in the condensed combined balance sheet as Net Parent investment. Certain expenses and operating costs were paid by Steiner Leisure on behalf of OSW. The Parent has paid on behalf of OSW expenses associated with the allocation of Steiner Leisure corporate overhead and costs associated with the purchase of products from related parties. Operating cash flows for the predecessor periods exclude OSW expenses and operating costs paid by Steiner Leisure on behalf of OSW. Consequently, OSW’s historical cash flows may not be indicative of cash flows had OSW actually been a separate stand-alone entity or future cash flows of OSW. Management believes the assumptions and allocations underlying the accompanying condensed combined OSW financial statements and notes to the OSW condensed combined financial statements are reasonable, appropriate and consistently applied for the periods presented. Management believes the accompanying condensed combined OSW financial statements reflect all costs of doing business. The accompanying OSW condensed combined financial statements have been prepared in conformity with U.S. GAAP. |
(Loss) Income Per Share | ( Loss) Income Per Share (Successor) As discussed in Note 6 – “Equity”, the Company has two classes of common stock, Voting and Non-Voting. Shares of Non-Voting common stock are in all respects identical to and treated equally with shares of Voting common stock except for the absence of voting rights. Basic (loss) income per share is computed by dividing net (loss) income by the weighted average number of Voting and Non-Voting common shares outstanding for the period. Diluted (loss) income per share is computed by dividing net income by the weighted average number of diluted Voting and Non-voting common shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase Voting and Non-Voting common shares. If the entity reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The Company has not presented (loss) income per share under the two-class method, because the (loss) income per share are the same for both Voting and Non-Voting common stock since they are entitled to the same liquidation and dividend rights. The following table provides details underlying OneSpaWorld’s (loss) income per basic and diluted share calculation (in thousands, except per share amounts): Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 March 20 to September 30, 2019 Net (loss) income attributable to common shareholders – basic and diluted (a) $ (22,447 ) $ 2,362 $ (252,516 ) $ (16,712 ) Weighted average shares outstanding: Basic 84,968 61,118 70,737 61,118 Diluted 84,968 75,012 70,737 61,118 (Loss) income per share Voting and Non-Voting: Basic $ (0.26 ) $ 0.04 $ (3.57 ) $ (0.27 ) Diluted $ (0.26 ) $ 0.03 $ (3.57 ) $ (0.27 ) (a) Calculated as total net loss less amounts attributable to noncontrolling interest. For the three months and nine months ended September 30, 2020 and for the period from March 20, 2019 to March 31, 2019, potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss in these periods. Consequently, the Company did not have any adjustments in these periods between basic and diluted loss per share related to stock options, restricted share units and warrants. The following is a reconciliation of the denominator of the basic and diluted per share computation for the three months ended September 30, 2019 (in thousands): Weighted average shares outstanding 61,118 Common stock warrants 6,526 Deferred shares 6,600 Employee stock options 759 Board of directors restricted stock units 9 Weighted average shares outstanding - diluted 75,012 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 September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 March 20 to September 30, 2019 Common stock warrants 29,150 17,974 26,243 24,500 Deferred shares 1,600 — 4,593 6,600 Employee stock options 4,376 3,626 4,376 4,493 Restricted stock units 798 32 415 19 Performance stock units 661 — 328 — 36,585 21,632 35,955 35,612 |
Restricted Cash | Restricted Cash (Successor) These balances include amounts held in escrow accounts, as a result of a legal proceeding related to tax assessments. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of September 30, 2020 to the total amount presented in our condensed consolidated statements of cash flows for the nine months ended September 30, 2020 (in thousands): Cash and cash equivalents $ 47,318 Restricted cash 1,896 Total cash and restricted cash in the condensed consolidated statement of cash flows $ 49,214 |
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. During the second and third quarter of 2020, we recorded an inventory reserve of $0.5 million and $0.6 million, respectively, for inventories held on board cruise ships due to the cessation of our cruise line partners operations due to the COVID 19 pandemic. |
Lease Concessions | Lease Concessions (Successor) In April 2020, the FASB issued guidance allowing entities to make a policy election whether to account for lease concessions related to the COVID-19 pandemic as lease modifications. The election applies to any lessor-provided lease concession related to the impact of the COVID-19 pandemic, provided the concession does not result in a substantial increase in the rights of the lessor or in the obligations of the lessee. Most of our destination resorts agreements require the payment of rent based on a percentage of our revenues with others having fixed rent. We have received lease concessions from certain destination resorts where a fixed rent is required, in the form of rent deferrals and forgiveness during the three and nine months ended September 30, 2020. We have elected not to account for these rent concessions as lease modifications. The recognition of these rent concessions did not have a material impact on our condensed consolidated financial statements as of September 30, 2020. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance, to the Company. The following summary of recent accounting pronouncements is not intended to be an exhaustive description of the respective pronouncement. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) to increase transparency and comparability among organizations by recognizing rights and obligations resulting from leases as lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The update requires lessees to recognize for all leases with a term of 12 months or more at the commencement date: (a) a lease liability or a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and (b) a right-of-use asset or a lessee’s right to use or control the use of a specified asset for the lease term. Under the update, lessor accounting remains largely unchanged. The update requires a modified retrospective transition approach for leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements and do not require any transition accounting for leases that expire before the earliest comparative period presented. In June 2020, the FASB issued guidance (ASU 2020-05) that defers the effective dates of the lease standard (ASU 2016-02) for entities that have not yet issued financial statements adopting the standard. The update is effective retrospectively for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. We intend to elect the optional transition method, which allows entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company continues to evaluate the effect that the update will have on the Company’s consolidated financial statements. The Company is in the process of starting its initial scoping review to identify a complete population of leases to be recorded on the consolidated balance sheet as a lease obligation and right of use asset. The Company expects that the update will have a material effect on our consolidated balance sheets due to the recognition of operating lease assets and operating lease liabilities primarily related to the destination resort agreements and office space which will result in a balance sheet presentation that is not comparable to the prior period in the first year of adoption. Upon adoption, we expect that there will be no cumulative-effect adjustment of initially applying the guidance to our opening balance of retained earnings. We are currently evaluating the impact to our condensed consolidated statements of operations, condensed consolidated statements of cash flows and our debt-covenant compliance under our current agreements on an ongoing basis. 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 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 GAAP by decreasing the number of impairment models that entities use to account for debt instruments. In November 2019, the FASB issued guidance (ASU 2019-10) that defers the effective dates of the Financial Instruments—Credit Losses standard for entities that have not yet issued financial statements adopting the standard. The update is effective for annual periods beginning after December 15, 2022, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is currently assessing the impact the adoption of this guidance. The United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced in July 2017 its intent to phase out the use of LIBOR by the end of 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, identified the Secured Overnight Financing Rate (“SOFR”) as its preferred benchmark alternative to U.S. dollar LIBOR. SOFR represents a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed repurchase transactions. In March 2020, in response to this transition, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financing Reporting “ consolidated financial statements |
Correction of Immaterial Error | Correction of Immaterial Error The Company corrected a classification error in the condensed consolidated statement of cash flows that was immaterial to the previously reported condensed consolidated financial statements as of March 31, 2020 and June 30, 2020. In connection with our preparation of the condensed consolidated financial statements for the third quarter of 2020, the Company determined that the dividend declared on common stock in November 2019 and paid in February 2020 was originally presented within the change in other current liabilities in the operating activities section of the unaudited consolidated statement of cash flows for the three and six-month periods ended March 31, 2020 and June 30, 2020, but should have been classified as cash outflow within financing activities. The effect of correcting such classification error for the respective periods, resulted in a $2.4 million decrease in net cash provided by (used in) financing activities and a $2.4 million increase in net cash (used in) provided by operating activities (specifically, to increase by $2.4 million the change in other current liabilities). The correction of the above classification error did not have any effect on the condensed consolidated statements of operations or the condensed consolidated balance sheet in any of the periods previously presented. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of (Loss) Income per Basic and Diluted Share Calculation | The following table provides details underlying OneSpaWorld’s (loss) income per basic and diluted share calculation (in thousands, except per share amounts): Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 March 20 to September 30, 2019 Net (loss) income attributable to common shareholders – basic and diluted (a) $ (22,447 ) $ 2,362 $ (252,516 ) $ (16,712 ) Weighted average shares outstanding: Basic 84,968 61,118 70,737 61,118 Diluted 84,968 75,012 70,737 61,118 (Loss) income per share Voting and Non-Voting: Basic $ (0.26 ) $ 0.04 $ (3.57 ) $ (0.27 ) Diluted $ (0.26 ) $ 0.03 $ (3.57 ) $ (0.27 ) (a) Calculated as total net loss less amounts attributable to noncontrolling interest. |
Summary of Basic and Diluted per Share Computation | The following is a reconciliation of the denominator of the basic and diluted per share computation for the three months ended September 30, 2019 (in thousands): Weighted average shares outstanding 61,118 Common stock warrants 6,526 Deferred shares 6,600 Employee stock options 759 Board of directors restricted stock units 9 Weighted average shares outstanding - diluted 75,012 |
Schedule 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 September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 March 20 to September 30, 2019 Common stock warrants 29,150 17,974 26,243 24,500 Deferred shares 1,600 — 4,593 6,600 Employee stock options 4,376 3,626 4,376 4,493 Restricted stock units 798 32 415 19 Performance stock units 661 — 328 — 36,585 21,632 35,955 35,612 |
Summary of Reconciles Cash, Cash Equivalents and Restricted Cash | These balances include amounts held in escrow accounts, as a result of a legal proceeding related to tax assessments. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of September 30, 2020 to the total amount presented in our condensed consolidated statements of cash flows for the nine months ended September 30, 2020 (in thousands): Cash and cash equivalents $ 47,318 Restricted cash 1,896 Total cash and restricted cash in the condensed consolidated statement of cash flows $ 49,214 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of unaudited supplemental pro forma | The following information represents the unaudited supplemental pro forma results of the Company’s condensed consolidated statement of operations as if the Business Combination occurred on January 1, 2019, after giving effect to certain adjustments, including depreciation and amortization of the assets acquired and liabilities assumed based on their estimated fair values and changes in interest expense resulting from changes in debt (in thousands): Nine Months Ended September 30, 2019 Revenues $ 422,797 Net loss $ (30,144 ) |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Finite Lived Intangible Assets Net [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for each unit for the nine months ended September 30, 2020 (Successor) were as follows (in thousands): Maritime Destination Resorts Total Balance at December 31, 2019 $ 174,150 $ 15,927 $ 190,077 Impairment (174,150 ) (15,927 ) (190,077 ) Balance at September 30, 2020 $ - $ - $ - |
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 September 30, 2020 (in thousands, except amortization period): Successor: Cost Accumulated Amortization and Impairment Net Balance Amortization Period (in years) Retail concession agreements $ 604,700 $ (23,801 ) $ 580,899 39 Destination resort agreements 17,900 (1,798 ) 16,102 15 Trade name 6,200 (700 ) 5,500 Indefinite-life Licensing agreement 1,000 (181 ) 819 8 $ 629,800 $ (26,480 ) $ 603,320 The following is a summary of the Company’s intangible assets as of December 31, 2019 (in thousands, except amortization period): Successor: Cost Accumulated Amortization Net Balance Amortization Period (in years) Retail concession agreements $ 604,700 $ (12,165 ) $ 592,535 39 Destination resort agreements 17,900 (907 ) 16,993 15 Trade name 6,200 - 6,200 Indefinite-life Licensing agreement 1,000 (91 ) 909 8 $ 629,800 $ (13,163 ) $ 616,637 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 December 31, 2019 Maturities Through September 30, 2020 December 31, 2019 First lien term loan facility 4.0% 5.5% 2026 $ 202,457 $ 202,457 Second lien term loan facility 7.7% 9.3% 2027 25,000 25,000 First lien revolving facility 3.9% - 2024 7,000 - Total debt $ 234,457 $ 227,457 Less: unamortized debt issuance costs (5,280 ) (6,050 ) Total debt, net of unamortized debt issuance costs $ 229,177 $ 221,407 |
Schedule of Principal Repayments on Long-term Debt | The following are scheduled principal repayments on long-term debt as of September 30, 2020 for each of the next five years (in thousands): Year Amount 2020 $ - 2021 - 2022 1,776 2023 2,085 2024 9,085 Thereafter Total 221,511 $ 234,457 |
STOCK-BASED EMPLOYEE COMPENSA_2
STOCK-BASED EMPLOYEE COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Restricted Share Unit Activity | The following is a summary of restricted share unit activity for the nine months ended September 30, 2020: Restricted Share Units Activity Number of Awards Weighted-Average Grant Date Fair Value Non-Vested share units as of December 31, 2019 60,902 $ 15.60 Granted 1,350,689 7.00 Vested (41,670 ) 15.60 Cancelled (7,761 ) 15.61 Non-Vested share units as of September 30, 2020 1,362,160 $ 7.07 |
Summary of Hurdle Price Activity of PSU's | . The PSU’s will vest upon achievement of the five-day volume weighted average price of OneSpaWorld common shares reaching the following hurdle prices: Hurdle Price Percentage of PSU's Vested $ 7.24 25% $ 8.83 25% $ 10.41 25% $ 12.00 25% |
Schedule of Grant Date Fair Value of PSU's | Grant date fair value of the PSU’s was estimated by a third-party valuation specialist using a Monte Carlo simulation in a risk-neutral framework assuming Geometric Motion, 100,000 trials, and using the following assumptions: Hurdle prices per share $7.24, $8.83, $10.41, $12.00 End of simulation term August 18, 2026 Term of simulation 6 years Stock price as of measurement date $ 5.65 Volatility 54.13 % Risk-free rate (continuous) 0.37 % |
Summary of Performance Share Unit Activity | The following is a summary of performance share unit activity for the nine months ended September 30, 2020: Performance Share Unit Activity Number of Awards Weighted-Average Grant Date Fair Value Non-Vested share units as of December 31, 2019 - Granted 1,184,316 $ 6.34 Vested - - Cancelled (1,350 ) 15.67 Non-Vested share units as of September 30, 2020 1,182,966 $ 6.32 |
NONCONTROLLING INTEREST (Tables
NONCONTROLLING INTEREST (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
Summary of Total Equity Adjusted Due to Purchase of Noncontrolling Interest | Total equity was adjusted during the nine months ended September 30, 2020 (Successor) due to the purchase of noncontrolling interest by the Company as follows (in thousands): Nine Months Ended September 30, 2020 Decrease in noncontrolling interest $ (4,113 ) Decrease in additional paid-in capital (6,697 ) |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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): Successor Predecessor Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 March 20, 2019 to September 30, 2019 January 1, 2019 to March 19, 2019 Service Revenues: Maritime $ 130 $ 101,213 $ 81,062 $ 210,929 $ 81,170 Destination resorts 978 9,351 9,833 21,633 10,110 Total service revenues 1,108 110,564 90,895 232,562 91,280 Product revenues: Maritime 7 32,875 23,132 68,803 25,794 Destination resorts 111 602 988 1,259 633 Timetospa.com 563 860 2,079 1,721 745 Total product revenues 681 34,337 26,199 71,783 27,172 Total revenues $ 1,789 $ 144,901 $ 117,094 $ 304,345 $ 118,452 |
SEGMENT AND GEOGRAPHICAL INFO_2
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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): Successor Predecessor Three Months Ended Three Months Ended Nine Months Ended March 20, 2019 to January 1, 2019 to September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 March 19, 2019 Revenues: U.S. $ 1,185 $ 8,541 $ 9,312 $ 17,824 $ 6,008 Not connected to a country 136 131,133 101,910 273,988 106,886 Other 468 5,227 5,872 12,533 5,558 Total $ 1,789 $ 144,901 $ 117,094 $ 304,345 $ 118,452 As of September 30, 2020 December 31, 2019 Property and equipment, net: U.S. $ 7,321 $ 9,965 Not connected to a country 6,739 6,826 Other 4,721 5,950 Total $ 18,781 $ 22,741 |
CHANGES IN ACCUMULATED OTHER _2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders Equity Note [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2020 (Successor) and for the period from March 20, 2019 to March 31, 2019 (Successor) and from January 1, 2019 to March 19, 2019 (Predecessor), respectively (in thousands): Successor Predecessor Accumulated Other Comprehensive Income (Loss) for the Nine Months Ended September 30, 2020 Accumulated Other Comprehensive Income (Loss) for the period from March 20, 2019 to September 30, 2019 Accumulated Other Comprehensive Income (Loss) for the period from January 1, 2019 to March 19, 2019 (2) Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Foreign Currency Translation Adjustments Accumulated other comprehensive (loss) income, beginning of the period $ (183 ) $ 902 $ 719 $ - $ - $ - $ (649 ) Other comprehensive (loss) income before reclassifications (215 ) (7,179 ) (7,394 ) (384 ) 88 (296 ) (165 ) Amounts reclassified from accumulated other comprehensive loss - 888 888 - (35 ) (35 ) - Net current period other comprehensive loss (215 ) (6,291 ) (6,506 ) (384 ) 53 (331 ) (165 ) Ending balance $ (398 ) $ (5,389 ) $ (5,787 ) $ (384 ) $ 53 $ (331 ) $ (814 ) (1) See Note 13 – “Fair Value Measurements and Derivatives”. (2) For the period from January 1, 2019 to March 19, 2019 (Predecessor), the only component of other comprehensive income (loss) was foreign currency translation adjustments. |
FAIR VALUE MEASUREMENTS AND D_2
FAIR VALUE MEASUREMENTS AND DERIVATIVES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
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): Balance Sheet Fair Value Measurements at September 30, 2020 Using Fair Value Measurements at December 31, 2019 Using Description Location Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Derivative financial instruments (1) Other current assets $ - $ $ $ $ 250 $ - $ 250 $ - Derivative financial instruments (1) Other non-current assets - - - - 652 - 652 - Total Assets - - - - 902 - 902 - Liabilities: Derivative financial instruments (1) Other current liabilities 1,847 - 1,847 - - - - - Derivative financial instruments (1) Other long term liabilities 3,542 - 3,542 - - - - - Total Liabilities $ 5,389 $ - $ 5,389 $ - $ - $ - $ - $ - |
Schedule of Interest Rate Derivatives | The effect of the interest rate swap contract designated as cash flows hedging instrument on the condensed consolidated financial statements was as follows (in thousands): Derivative Amount of Loss Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain Reclassified From Accumulated Other Comprehensive Income (Loss) into Income Amount of Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Three months ended September 30, 2020 Nine months ended September 30, 2020 Three months ended September 30, 2020 Nine months ended September 30, 2020 Interest rate swap $ (126 ) $ (7,179 ) Interest expense 519 $ 888 Total $ (126 ) $ (7,179 ) $ 519 $ 888 Derivative Amount of Loss Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain Reclassified From Accumulated Other Comprehensive Income (Loss) into Income Amount of Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Three months ended September 30, 2019 March 20 to September 30, 2019 Three months ended September 30, 2019 March 20 to September 30, 2019 Interest rate swap $ 88 $ 88 Interest expense $ (35 ) $ (35 ) Total $ 88 $ 88 $ (35 ) $ (35 ) |
ORGANIZATION - Additional Infor
ORGANIZATION - Additional Information (Details) $ in Millions | Jun. 12, 2020USD ($) | Mar. 24, 2020 | Sep. 30, 2020USD ($)VesselEmployee | Sep. 30, 2020USD ($)Resort |
Number of vessels sailing | Vessel | 3 | |||
Resort spas closed date | Mar. 26, 2020 | |||
Number of operating resort saps | Resort | 31 | |||
Number of employees repatriated | Employee | 3,213 | |||
Number of cruise ship personnel not repatriated | Employee | 13 | |||
Number of employees sailing in vessels | Employee | 39 | |||
Terminated employment, percentage | 66.00% | |||
Percentage of salary reductions for corporate personnel | 30.00% | |||
Dividend declared date | Feb. 26, 2020 | Feb. 26, 2020 | ||
Dividends payable | $ 2.4 | $ 2.4 | ||
Credit Facility [Member] | ||||
Proceeds from credit facility, net | 7 | |||
Credit facility, available and undrawn | $ 13 | $ 13 | ||
2020 Private Placement [Member] | ||||
Common stock and warrants sold | $ 75 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 19, 2019 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Inventory reserve recorded due to COVID-19 pandemic | $ 600 | $ 500 | |||||
Decrease in net cash provided by (used in) financing activities | $ (4,529) | $ 700,641 | $ 57,457 | ||||
Increase in net cash (used in) provided by operating activities | 3,733 | (8,016) | (20,108) | ||||
Increase in other current liabilities | $ (288) | $ 206 | $ (287) | ||||
Correction of Immaterial Error [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Decrease in net cash provided by (used in) financing activities | $ (2,400) | $ (2,400) | |||||
Increase in net cash (used in) provided by operating activities | 2,400 | 2,400 | |||||
Increase in other current liabilities | $ 2,400 | $ 2,400 | |||||
Error corrections and prior period adjustments, description | In connection with our preparation of the condensed consolidated financial statements for the third quarter of 2020, the Company determined that the dividend declared on common stock in November 2019 and paid in February 2020 was originally presented within the change in other current liabilities in the operating activities section of the unaudited consolidated statement of cash flows for the three and six-month periods ended March 31, 2020 and June 30, 2020, but should have been classified as cash outflow within financing activities. The effect of correcting such classification error for the respective periods, resulted in a $2.4 million decrease in net cash provided by (used in) financing activities and a $2.4 million increase in net cash (used in) provided by operating activities (specifically, to increase by $2.4 million the change in other current liabilities) | ||||||
Accounting Standards Update (ASU) 2017-04 [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | |||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | |||||
Owner Of One Spa World Medi spa Bahamas Limited [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Ownership percentage | 100.00% | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of (Loss) Income per Basic and Diluted Share Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 19, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | |||||
Accounting Policies [Abstract] | ||||||||||
Net (loss) income attributable to common shareholders – basic and diluted (a) | $ (22,447) | [1] | $ 2,362 | [1] | $ (25,459) | $ (16,712) | $ (16,712) | [1] | $ (252,516) | [1] |
Weighted average shares outstanding: | ||||||||||
Basic | 84,968 | 61,118 | 61,118 | 61,118 | 70,737 | |||||
Diluted | 84,968 | 75,012 | 61,118 | 61,118 | 70,737 | |||||
(Loss) income per share Voting and Non-Voting: | ||||||||||
Basic | $ (0.26) | $ 0.04 | $ (0.27) | $ (0.27) | $ (3.57) | |||||
Diluted | $ (0.26) | $ 0.03 | $ (0.27) | $ (0.27) | $ (3.57) | |||||
[1] | Calculated as total net loss less amounts attributable to noncontrolling interest. |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Basic and Diluted per Share Computation (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | |||||
Weighted average shares outstanding | 84,968 | 61,118 | 61,118 | 61,118 | 70,737 |
Common stock warrants | 6,526 | ||||
Deferred shares | 6,600 | ||||
Employee stock options | 759 | ||||
Board of directors restricted stock units | 9 | ||||
Weighted average shares outstanding - diluted | 84,968 | 75,012 | 61,118 | 61,118 | 70,737 |
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 | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 36,585 | 21,632 | 35,612 | 35,955 |
Warrant [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 29,150 | 17,974 | 24,500 | 26,243 |
Deferred shares [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,600 | 6,600 | 4,593 | |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 4,376 | 3,626 | 4,493 | 4,376 |
Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 798 | 32 | 19 | 415 |
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 | 661 | 328 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Reconciles Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 20, 2019 | Mar. 19, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||||
Cash and cash equivalents | $ 47,318 | $ 13,863 | ||||
Restricted cash | 1,896 | |||||
Total cash and restricted cash in the condensed consolidated statement of cash flows | $ 49,214 | $ 13,863 | $ 15,690 | $ 1,774 | $ 14,638 | $ 15,302 |
BUSINESS COMBINATION - Addition
BUSINESS COMBINATION - Additional Information (Details) - USD ($) | Mar. 19, 2019 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||
Goodwill | $ 190,077,000 | |
Maritime [Member] | ||
Business Acquisition [Line Items] | ||
Goodwill | $ 174,200,000 | 174,150,000 |
Destination Resorts [Member] | ||
Business Acquisition [Line Items] | ||
Goodwill | $ 15,900,000 | $ 15,927,000 |
Haymaker Acquisition Corp [Member] | ||
Business Acquisition [Line Items] | ||
Business combination consummated date | Mar. 19, 2019 | |
Business combination, consideration transferred | $ 858,386,000 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of Unaudited Supplemental Pro Forma (Details) - Haymaker Acquisition Corp [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Revenues | $ 422,797 |
Net loss | $ (30,144) |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 19, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Goodwill impairment charges | $ 190,077 | ||||
Amortization of intangible assets | $ 4,206 | $ 4,040 | $ 755 | $ 9,113 | 12,618 |
Trade Names [Member] | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Intangible assets, Impairment charge | $ 700 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill [Line Items] | |
Balance at December 31, 2019 | $ 190,077 |
Impairment | (190,077) |
Maritime [Member] | |
Goodwill [Line Items] | |
Balance at December 31, 2019 | 174,150 |
Impairment | (174,150) |
Destination Resorts [Member] | |
Goodwill [Line Items] | |
Balance at December 31, 2019 | 15,927 |
Impairment | $ (15,927) |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Cost, Accumulated Amortization, and Net Balance of the Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Cost | $ 629,800 | $ 629,800 |
Accumulated Amortization and Impairment | (26,480) | (13,163) |
Net Balance | 603,320 | 616,637 |
Retail Concession Agreements [Member] | ||
Cost | 604,700 | 604,700 |
Accumulated Amortization and Impairment | (23,801) | (12,165) |
Net Balance | $ 580,899 | $ 592,535 |
Amortization Period (in years) | 39 years | 39 years |
Destination Resort Agreements [Member] | ||
Cost | $ 17,900 | $ 17,900 |
Accumulated Amortization and Impairment | (1,798) | (907) |
Net Balance | $ 16,102 | $ 16,993 |
Amortization Period (in years) | 15 years | 15 years |
Licensing Agreements [Member] | ||
Cost | $ 1,000 | $ 1,000 |
Accumulated Amortization and Impairment | (181) | (91) |
Net Balance | $ 819 | $ 909 |
Amortization Period (in years) | 8 years | 8 years |
Trade Names [Member] | ||
Cost | $ 6,200 | $ 6,200 |
Accumulated Amortization and Impairment | (700) | |
Net Balance | $ 5,500 | $ 6,200 |
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 | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Total debt | $ 234,457 | $ 227,457 |
Less: unamortized debt issuance costs | (5,280) | (6,050) |
Total debt, net of unamortized debt issuance costs | $ 229,177 | $ 221,407 |
First Lien Term Loan Facility [Member] | ||
Long-term debt, Interest Rate | 4.00% | 5.50% |
Long-term debt, Maturities | 2026 | |
Total debt | $ 202,457 | $ 202,457 |
Second Lien Term Loan Facility [Member] | ||
Long-term debt, Interest Rate | 7.70% | 9.30% |
Long-term debt, Maturities | 2027 | |
Total debt | $ 25,000 | $ 25,000 |
First Lien Revolving Facility [Member] | ||
Long-term debt, Interest Rate | 3.90% | |
Long-term debt, Maturities | 2024 | |
Total debt | $ 7,000 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2019 | Mar. 19, 2019 | Sep. 30, 2020 | |
Commitment Fee Rate | 0.50% | ||
Commitment Fee Rate On Achievement Of Leverage Ratio | 0.325% | ||
Percentage of net cash proceeds on asset sales or other property dispositions | 100.00% | ||
Percentage of net cash proceeds on debt incurrence | 100.00% | ||
Quarterly amortization payments | 0.25% | ||
Debt instrument, covenant compliance | As of September 30, 2020, and December 31, 2019, the Company was in compliance with all of the covenants contained in the New Credit Facilities. | ||
Prior to the first anniversary [Member] | |||
call premium | 4.00% | ||
After the first anniversary [Member] | |||
call premium | 2.50% | ||
After the second anniversary [Member] | |||
call premium | 1.50% | ||
First Lien Credit Facilities [Member] | |||
Maximum borrowing capacity | $ 208.5 | ||
Debt instrument variable rate basis | LIBOR plus a margin of 4.00% | ||
Debt instrument variable rate basis | 4.00% | ||
Debt instrument variable rate basis | 3.75% | ||
Prepayment of principal amount | $ 5 | ||
First Lien Term Loan Facility [Member] | |||
Debt instrument face amount | $ 20 | ||
Debt instrument term | 7 years | ||
First Lien Revolving Facility [Member] | |||
Maximum borrowing capacity | $ 20 | ||
Debt instrument term | 5 years | ||
Available borrowing capacity | $ 13 | ||
First Lien Revolving Facility [Member] | Letter of Credit [Member] | |||
Maximum borrowing capacity | $ 5 | ||
First Lien Delayed Draw Facility [Member] | |||
Debt instrument face amount | 5 | ||
Second Lien Term Loan Facility [Member] | |||
Maximum borrowing capacity | $ 25 | ||
Debt instrument term | 8 years | ||
Debt instrument variable rate basis | LIBOR plus 7.50% | ||
Debt instrument variable rate basis | 7.50% |
LONG-TERM DEBT - Schedule of Pr
LONG-TERM DEBT - Schedule of Principal Repayments on Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2022 | $ 1,776 | |
2023 | 2,085 | |
2024 | 9,085 | |
Thereafter Total | 221,511 | |
Total Debt | $ 234,457 | $ 227,457 |
EQUITY - Additional Information
EQUITY - Additional Information (Details) | Jun. 12, 2020USD ($)$ / sharesshares | Apr. 30, 2020Vote$ / shares | Mar. 24, 2020 | Sep. 30, 2020USD ($)Vote$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Equity [Line Items] | |||||
Total net proceeds from common stock and warrants sold | $ | $ 68,602,000 | ||||
Non-voting common share convert into voting common share | 1 | ||||
Percentage of voting power on contingent conversion triggering event | 44.90% | ||||
Dividend declared date | Feb. 26, 2020 | Feb. 26, 2020 | |||
Dividend payable date | May 29, 2020 | ||||
Dividend record date | Apr. 10, 2020 | ||||
Dividends payable | $ | $ 2,400,000 | ||||
Repurchase of warrants | $ | 879,000 | ||||
Other-Long Term Liabilities and Other Current Liabilities [Member] | |||||
Equity [Line Items] | |||||
Dividends payable | $ | $ 2,400,000 | $ 2,400,000 | |||
Two Directors [Member] | Steiner [Member] | Minimum [Member] | |||||
Equity [Line Items] | |||||
Percentage of issued and outstanding common shares | 15.00% | ||||
One Directors [Member] | Steiner [Member] | Minimum [Member] | |||||
Equity [Line Items] | |||||
Percentage of issued and outstanding common shares | 5.00% | ||||
2020 Private Placement [Member] | |||||
Equity [Line Items] | |||||
Common stock and warrants sold | $ | $ 75,000,000 | ||||
Weighted average price | $ / shares | $ 10.50 | ||||
2020 Private Placement [Member] | Steiner [Member] | |||||
Equity [Line Items] | |||||
Deferred shares issued | 5,000,000 | ||||
Public and Private Warrants [Member] | |||||
Equity [Line Items] | |||||
Warrants and rights Outstanding | $ | $ 24,150,379 | ||||
Repurchase of warrant shares | 348,521 | ||||
Repurchase of warrants | $ | $ 900,000 | ||||
Non-Voting Common Stock [Member] | |||||
Equity [Line Items] | |||||
Number of shares issued | 17,186,000 | ||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 17,185,500 | 0 | |||
Common stock, shares outstanding | 17,185,500 | 0 | |||
Non-Voting Common Stock [Member] | 2020 Private Placement [Member] | Steiner [Member] | |||||
Equity [Line Items] | |||||
Deferred shares issued | 2,200,000 | ||||
Voting Common Stock [Member] | |||||
Equity [Line Items] | |||||
Number of shares issued | 6,564,000 | ||||
Common stock, shares authorized | 225,000,000 | 225,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 67,782,651 | 61,119,398 | |||
Common stock, shares outstanding | 67,782,651 | 61,119,398 | |||
Voting Common Stock [Member] | 2020 Private Placement [Member] | Steiner [Member] | |||||
Equity [Line Items] | |||||
Deferred shares issued | 2,800,000 | ||||
Common Class A [Member] | |||||
Equity [Line Items] | |||||
Common stock, shares authorized | 250,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Number of common stock voting rights | Vote | 1 | ||||
Investment Agreement [Member] | Warrant [Member] | |||||
Equity [Line Items] | |||||
Warrant exercise price | $ / shares | $ 5.75 | ||||
Number of common stock voting rights | Vote | 1 | ||||
Price per warrants | $ / shares | $ 0.01 | ||||
Sales price of common shares | $ / shares | $ 14.50 | ||||
Warrant expiration, description | will expire on the earlier of (i) the fifth anniversary of the closing of the 2020 Private Placement or (ii) the Redemption Date (as defined below). Each Warrant entitles the holder to purchase one share of OneSpaWorld common stock at an exercise price of $5.75. The 2020 Warrants may be exercised on a “cashless” basis, in accordance with a specified formula. In addition, the Company may, at any time prior to their expiration, elect to redeem not less than all of such then-outstanding 2020 Warrants at a price of $0.01 per warrant, provided that the last sales price of the common shares reported has been at least $14.50 per share (subject to adjustment in accordance with certain specified events), on each of twenty trading days within the thirty-trading day period ending on the third business day prior to the date on which notice of the redemption is given (the “Redemption Date”), | ||||
Warrants and rights Outstanding | $ | $ 5,000,000 | ||||
Investment Agreement [Member] | 2020 Private Placement [Member] | Steiner Leisure Limited [Member] | |||||
Equity [Line Items] | |||||
Common stock and warrants sold | $ | 75,000,000 | ||||
Common stock and warrants sold offering expenses | $ | 6,400,000 | ||||
Total net proceeds from common stock and warrants sold | $ | $ 68,600,000 | ||||
Investment Agreement [Member] | Non-Voting Common Stock [Member] | 2020 Private Placement [Member] | Steiner Leisure Limited [Member] | |||||
Equity [Line Items] | |||||
Number of shares issued | 15,000,000 | ||||
Warrants issued to purchase shares | 4,000,000 | ||||
Warrant exercise price | $ / shares | $ 5.75 | ||||
Investment Agreement [Member] | Voting Common Stock [Member] | 2020 Private Placement [Member] | Co-Investors [Member] | |||||
Equity [Line Items] | |||||
Number of shares issued | 3,700,000 | ||||
Warrants issued to purchase shares | 1,000,000 | ||||
Warrant exercise price | $ / shares | $ 5.75 | ||||
Business Combination Agreement [Member] | Steiner [Member] | |||||
Equity [Line Items] | |||||
Deferred shares issued | 5,000,000 |
STOCK-BASED EMPLOYEE COMPENSA_3
STOCK-BASED EMPLOYEE COMPENSATION - Additional Information (Details) - USD ($) | Aug. 18, 2020 | Aug. 15, 2020 | Jan. 21, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 19, 2019 | Sep. 30, 2019 | Sep. 30, 2020 |
Restricted Share Units [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of awards granted to certain employees | 1,003,000 | 181,316 | 1,350,689 | |||||
Vesting period | 3 years | 3 years | ||||||
Restricted Share Units [Member] | Board of Directors [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of awards granted to certain employees | 166,373 | |||||||
Vesting period | 1 year | |||||||
Performance Stock Units [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of awards granted to certain employees | 181,316 | 1,184,316 | ||||||
Share-based compensation expense | $ 0 | |||||||
Performance Stock Units [Member] | Salary and Payroll Benefits [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 1,100,000 | $ 100,000 | $ 20,400,000 | $ 1,900,000 | ||||
Performance Stock Units [Member] | Executive Officers [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation grant | 1,003,000 | |||||||
Share based compensation expiration period | 6 years |
STOCK-BASED EMPLOYEE COMPENSA_4
STOCK-BASED EMPLOYEE COMPENSATION - Summary of Restricted Share Unit Activity (Details) - Restricted Share Units [Member] - $ / shares | Aug. 18, 2020 | Jan. 21, 2020 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of awards, Non-Vested | 60,902 | ||
Number of awards, Granted | 1,003,000 | 181,316 | 1,350,689 |
Number of awards, Vested | (41,670) | ||
Number of awards, Cancelled | (7,761) | ||
Number of awards, Non-Vested | 1,362,160 | ||
Weighted-average grant date fair value, Non-Vested | $ 15.60 | ||
Weighted-average grant date fair value, Granted | 7 | ||
Weighted-average grant date fair value, Vested | 15.60 | ||
Weighted-average grant date fair value, Cancelled | 15.61 | ||
Weighted-average grant date fair value, Non-Vested | $ 7.07 |
STOCK-BASED EMPLOYEE COMPENSA_5
STOCK-BASED EMPLOYEE COMPENSATION - Summary of Hurdle Price Activity of PSU's (Details) - Performance Stock Units [Member] | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Hurdle Price - $7.24 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Hurdle Price | $ 7.24 |
Percentage of PSU's Vested | 25.00% |
Hurdle Price - $8.83 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Hurdle Price | $ 8.83 |
Percentage of PSU's Vested | 25.00% |
Hurdle Price - $10.41 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Hurdle Price | $ 10.41 |
Percentage of PSU's Vested | 25.00% |
Hurdle Price - $12.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Hurdle Price | $ 12 |
Percentage of PSU's Vested | 25.00% |
STOCK-BASED EMPLOYEE COMPENSA_6
STOCK-BASED EMPLOYEE COMPENSATION - Schedule of Grant Date Fair Value of PSU's (Details) - Performance Stock Units [Member] | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
End of simulation term | Aug. 18, 2026 |
Term of simulation | 6 years |
Stock price as of measurement date | $ 5.65 |
Volatility | 54.13% |
Risk-free rate (continuous) | 0.37% |
Hurdle Price - $7.24 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Hurdle Price | $ 7.24 |
Hurdle Price - $8.83 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Hurdle Price | 8.83 |
Hurdle Price - $10.41 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Hurdle Price | 10.41 |
Hurdle Price - $12.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Hurdle Price | $ 12 |
STOCK-BASED EMPLOYEE COMPENSA_7
STOCK-BASED EMPLOYEE COMPENSATION - Summary of Performance Share Unit Activity (Details) - Performance Stock Units [Member] - $ / shares | Jan. 21, 2020 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards, Granted | 181,316 | 1,184,316 |
Number of awards, Cancelled | (1,350) | |
Number of awards, Non-Vested | 1,182,966 | |
Weighted-average grant date fair value, Granted | $ 6.34 | |
Weighted-average grant date fair value, Cancelled | 15.67 | |
Weighted-average grant date fair value, Non-Vested | $ 6.32 |
NONCONTROLLING INTEREST - Addit
NONCONTROLLING INTEREST - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Noncontrolling Interest [Line Items] | |||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 8,124 | ||
Bahamian [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 60.00% | ||
Medispa Limited [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 40.00% | ||
Percentage of noncontrolling interest acquired | 40.00% | ||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 12,300 | ||
Number of shares issued to acquire non controlling interest | 98,753 | ||
Businesses combination, consideration paid in cash | $ 10,800 | ||
Businesses combination, share price | $ 15.26 |
NONCONTROLLING INTEREST - Summa
NONCONTROLLING INTEREST - Summary of Total Equity Adjusted Due to Purchase of Noncontrolling Interest (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Noncontrolling Interest [Line Items] | |
Purchase of noncontrolling interest | $ (10,810) |
Non-Controlling Interest [Member] | |
Noncontrolling Interest [Line Items] | |
Purchase of noncontrolling interest | (4,113) |
Additional Paid-in Capital [Member] | |
Noncontrolling Interest [Line Items] | |
Purchase of noncontrolling interest | $ (6,697) |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
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 | $ 2,968 | $ 30,513 |
Other Current Liabilities [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Liability for unredeemed gift cards | $ 600 | $ 800 |
REVENUE RECOGNITION - Summary o
REVENUE RECOGNITION - Summary of Disaggregation of Revenue By Revenue Source and Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 19, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | $ 1,789 | $ 144,901 | $ 118,452 | $ 304,345 | $ 117,094 |
Service [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | 1,108 | 110,564 | 91,280 | 232,562 | 90,895 |
Service [Member] | Maritime [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | 130 | 101,213 | 81,170 | 210,929 | 81,062 |
Service [Member] | Destination Resorts [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | 978 | 9,351 | 10,110 | 21,633 | 9,833 |
Product [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | 681 | 34,337 | 27,172 | 71,783 | 26,199 |
Product [Member] | Maritime [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | 7 | 32,875 | 25,794 | 68,803 | 23,132 |
Product [Member] | Destination Resorts [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | 111 | 602 | 633 | 1,259 | 988 |
Product [Member] | Timetospa.com [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | $ 563 | $ 860 | $ 745 | $ 1,721 | $ 2,079 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($)Center | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Number of health and wellness center remains subject to lease and ongoing operations | Center | 1 | |||
Operational services agreement termination date | Dec. 31, 2020 | |||
Operating Expense [Member] | ||||
Reduction of salary and payroll taxes expenses and service revenues | $ (100) | $ (300) | ||
Operating Expense [Member] | Forecast [Member] | ||||
Related party transaction, amounts of transaction | $ 500 | |||
Bliss World LLC [Member] | ||||
Business combination, consideration transferred | $ 1,250 |
SEGMENT AND GEOGRAPHICAL INFO_3
SEGMENT AND GEOGRAPHICAL INFORMATION - Summary of Geographic information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 19, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Revenues: | ||||||
Revenues | $ 1,789 | $ 144,901 | $ 118,452 | $ 304,345 | $ 117,094 | |
Property and equipment, net: | ||||||
Property and equipment, net | 18,781 | 18,781 | 18,781 | $ 22,741 | ||
U.S. [Member] | ||||||
Revenues: | ||||||
Revenues | 1,185 | 8,541 | 6,008 | 17,824 | 9,312 | |
Property and equipment, net: | ||||||
Property and equipment, net | 7,321 | 7,321 | 7,321 | 9,965 | ||
Not connected to a country [Member] | ||||||
Revenues: | ||||||
Revenues | 136 | 131,133 | 106,886 | 273,988 | 101,910 | |
Property and equipment, net: | ||||||
Property and equipment, net | 6,739 | 6,739 | 6,739 | 6,826 | ||
Other [Member] | ||||||
Revenues: | ||||||
Revenues | 468 | $ 5,227 | $ 5,558 | 12,533 | 5,872 | |
Property and equipment, net: | ||||||
Property and equipment, net | $ 4,721 | $ 4,721 | $ 4,721 | $ 5,950 |
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 | 6 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 19, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | |||||
BALANCE | $ 460,614 | $ 642,429 | $ (127,583) | $ 199,006 | $ 640,469 | [1] | $ 646,368 | |||
Total other comprehensive loss, net of tax | 482 | 60 | (165) | (331) | (6,506) | |||||
BALANCE | 439,759 | 646,284 | 199,006 | 646,284 | 646,284 | 439,759 | ||||
Foreign Currency Translation Adjustments [Member] | ||||||||||
BALANCE | (649) | [2] | (814) | [2] | (183) | |||||
Other comprehensive (loss) income before reclassifications | (165) | [2] | (384) | [3] | (215) | |||||
Total other comprehensive loss, net of tax | (165) | [2] | (384) | [3] | (215) | |||||
BALANCE | (398) | (384) | [3] | (814) | [2] | (384) | [3] | (384) | [3] | (398) |
Accumulated Other Comprehensive Loss [Member] | ||||||||||
BALANCE | (6,269) | (391) | (649) | (814) | 719 | |||||
Other comprehensive (loss) income before reclassifications | (296) | [2] | (7,394) | |||||||
Amounts reclassified from accumulated other comprehensive loss | (35) | [2] | 888 | |||||||
Total other comprehensive loss, net of tax | (331) | [2] | (6,506) | |||||||
BALANCE | (5,787) | (331) | [2] | $ (814) | (331) | [2] | (331) | [2] | (5,787) | |
Changes Related to Cash Flow Derivative Hedge [Member] | ||||||||||
BALANCE | 902 | |||||||||
Other comprehensive (loss) income before reclassifications | 88 | (7,179) | ||||||||
Amounts reclassified from accumulated other comprehensive loss | (35) | 888 | ||||||||
Total other comprehensive loss, net of tax | 53 | (6,291) | ||||||||
BALANCE | $ (5,389) | $ 53 | $ 53 | $ 53 | $ (5,389) | |||||
[1] | Initial equity balances of the Successor reflect the equity of the accounting acquirer, Haymaker, and the issuance of common stock, warrants and cash contributed by Haymaker in connection with the acquisition of OSW Predecessor | |||||||||
[2] | For the period from January 1, 2019 to March 19, 2019 (Predecessor), the only component of other comprehensive income (loss) was foreign currency translation adjustments. | |||||||||
[3] | See Note 13 – “Fair Value Measurements and Derivatives”. |
FAIR VALUE MEASUREMENTS AND D_3
FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Fair value of Assets | $ 902 | |
Liabilities: | ||
Fair value of Liabilities | $ 5,389 | |
Derivative Financial Instruments [Member] | Other Current Assets [Member] | ||
Assets: | ||
Fair value of Assets | 250 | |
Derivative Financial Instruments [Member] | Other Non-Current Assets [Member] | ||
Assets: | ||
Fair value of Assets | 652 | |
Derivative Financial Instruments [Member] | Other Current Liabilities [Member] | ||
Liabilities: | ||
Fair value of Liabilities | 1,847 | |
Derivative Financial Instruments [Member] | Other Long Term Liabilities [Member] | ||
Liabilities: | ||
Fair value of Liabilities | 3,542 | |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Fair value of Assets | 902 | |
Liabilities: | ||
Fair value of Liabilities | 5,389 | |
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Other Current Assets [Member] | ||
Assets: | ||
Fair value of Assets | 250 | |
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Other Non-Current Assets [Member] | ||
Assets: | ||
Fair value of Assets | $ 652 | |
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Other Current Liabilities [Member] | ||
Liabilities: | ||
Fair value of Liabilities | 1,847 | |
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Other Long Term Liabilities [Member] | ||
Liabilities: | ||
Fair value of Liabilities | $ 3,542 |
FAIR VALUE MEASUREMENTS AND D_4
FAIR VALUE MEASUREMENTS AND DERIVATIVES - Additional Information (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020USD ($)Unit | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | |
Goodwill impairment charges | $ 190,077 | ||
Number of segment reporting units | Unit | 2 | ||
Minimum [Member] | |||
Discount rates utilized | 14.00% | ||
Maximum [Member] | |||
Discount rates utilized | 12.50% | ||
Trade Name [Member] | |||
Intangible assets, Impairment charge | $ 700 | ||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | |||
Fixed interest rate payments | 1.457% | ||
Notional derivative amount at the contract inception,liability | $ 157,200 | $ 173,900 | $ 174,700 |
Interest rate swap maturity date | Sep. 19, 2024 | ||
Interest rate swap fair value,asset | $ 1,900 | ||
Interest rate swap fair value,liability | 1,900 | ||
Interest rate cash flow hedge gain or loss to be reclassified within the next twelve months | $ 1,900 |
FAIR VALUE MEASUREMENTS AND D_5
FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Interest Rate Swap Contract (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | |
Amount of Loss Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative | $ (126) | $ 88 | $ 88 | $ (7,179) |
Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net | 519 | (35) | (35) | 888 |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Interest Expense [Member] | ||||
Amount of Loss Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative | (126) | 88 | 88 | (7,179) |
Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net | $ 519 | $ (35) | $ (35) | $ 888 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 19, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax expense (benefit) | $ (388) | $ 97 | $ 109 | $ 111 | $ 100 | $ 1,370 |
Valuation allowance | $ 1,700 | $ 1,700 | $ 1,700 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) $ in Millions | Sep. 30, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Accrual for disputing assessment | $ 0.2 |