Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-K/A | |
Entity Interactive Data Current | Yes | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 to Form 10-K (this “Amendment” or “Form 10-K/A”) amends OneSpaWorld Holding Limited’s (“OneSpaWorld,” the “Company,” “we,” “our” or “us”) Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (“SEC”) on March 10, 2021 (the “Original Filing”). This Amendment restates the Company’s previously issued consolidated financial statements as of December 31, 2020 and 2019 and for the year ended December 31, 2020 (Successor), and the period from March 20, 2019 to December 31, 2019 (Successor) (the “Affected Periods”). See Note 1, Restatement of Previously Issued Consolidated Financial Statements, in Part II, Item 8, Financial Statements and Supplementary Data, for additional information. The relevant unaudited interim financial information for each of the quarters for the year ended December 31, 2020 (Successor), and the period from March 20, 2019 to December 31, 2019 (Successor) has also been restated. See Note 19, Quarterly Financial Information (unaudited), in Part II, Item 8, Financial Statements and Supplementary Data, for such restated information. This Amendment also updates information provided in the Original Filing with respect to the CDC’s guidelines in connection with the Framework for Conditional Sailing Order to reflect announcements made by the CDC in this regard since the Original Filing. | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | ONESPAWORLD HOLDINGS Ltd | |
Entity Central Index Key | 0001758488 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Public Float | $ 255,095,708 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity File Number | 001-38843 | |
Entity Incorporation, State or Country Code | C5 | |
Entity Address, Address Line One | Office Number 2 | |
Entity Address, Address Line Two | Pineapple Business Park Airport Industrial Park | |
Entity Address, City or Town | Nassau | |
Entity Address, Country | BS | |
Entity Address, Address Line Three | P.O. Box N-624 | |
Entity Address, Postal Zip Code | 00000 | |
City Area Code | 242 | |
Local Phone Number | 356-0006 | |
ICFR Auditor Attestation Flag | false | |
Title of 12(b) Security | Common Shares, par value (U.S.) $0.0001 per share | |
Trading Symbol | OSW | |
Security Exchange Name | NASDAQ | |
Documents Incorporated by Reference | Portions of our Proxy Statement prepared for our 2021 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K/A. | |
Voting Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 69,292,596 | |
Non-Voting Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,185,500 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 41,552 | $ 13,863 |
Restricted cash | 1,896 | |
Accounts receivable, net | 2,994 | 30,513 |
Inventories | 27,200 | 36,066 |
Prepaid expenses | 6,950 | 7,655 |
Other current assets | 1,590 | 2,565 |
Total current assets | 82,182 | 90,662 |
Property and equipment, net | 17,056 | 22,741 |
Intangible assets, net | 599,114 | 616,637 |
Goodwill | 190,077 | |
OTHER ASSETS: | ||
Deferred tax assets | 98 | 2,046 |
Other non-current assets | 3,829 | 1,506 |
Total other assets | 3,927 | 3,552 |
Total assets | 702,279 | 923,669 |
LIABILITIES: | ||
Accounts payable | 8,601 | 23,437 |
Accrued expenses | 25,761 | 23,575 |
Income taxes payable | 897 | |
Other current liabilities | 2,713 | 3,501 |
Total current liabilities | 37,075 | 51,410 |
Deferred rent | 283 | 160 |
Income tax contingency | 4,392 | 3,949 |
Warrant liabilities | 104,700 | 55,900 |
Other long-term liabilities | 5,568 | |
Deferred tax liability | 375 | |
Long-term debt, net | 229,433 | 221,407 |
Total liabilities | 381,451 | 333,201 |
Commitments and contingencies (Note 13) | ||
Common stock: | ||
Additional paid-in capital | 649,540 | 616,888 |
Accumulated deficit | (323,246) | (35,269) |
Accumulated other comprehensive (loss) income | (5,475) | 719 |
Total OneSpaWorld shareholders' equity | 320,828 | 582,344 |
Noncontrolling interest | 8,124 | |
Total shareholders' equity | 320,828 | 590,468 |
Total liabilities and shareholders' equity | 702,279 | 923,669 |
Voting Common Stock [Member] | ||
Common stock: | ||
Common stock | 7 | $ 6 |
Non-Voting Common Stock [Member] | ||
Common stock: | ||
Common stock | $ 2 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 | 69,292,596 | 61,119,398 |
Common stock, shares outstanding | 69,292,596 | 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 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | ||
REVENUES | |||||
REVENUES | $ 118,452 | $ 443,781 | $ 120,925 | $ 540,778 | |
COST OF REVENUES AND OPERATING EXPENSES | |||||
Administrative | 2,498 | 13,986 | 18,957 | 9,937 | |
Salary and payroll taxes | 29,349 | 32,300 | 20,138 | 15,624 | |
Amortization of intangible assets | 755 | 13,174 | 16,823 | 3,521 | |
Goodwill and tradename intangible assets impairment | 190,777 | ||||
Total cost of revenues and operating expenses | 133,395 | 442,657 | 385,929 | 492,257 | |
(Loss) income from operations | (14,943) | 1,124 | (265,004) | 48,521 | |
OTHER (EXPENSE) INCOME, NET | |||||
Interest expense and warrant issuance costs | (6,316) | (13,522) | (16,089) | (34,099) | |
Loss on extinguishment of debt | (3,413) | ||||
Interest income | 43 | 30 | 238 | ||
Change in fair value of warrant liabilities | (19,700) | (6,100) | |||
Other income | 171 | ||||
Total other expense, net | (9,729) | (33,179) | (22,159) | (33,690) | |
(Loss) income before income tax expense (benefit) | (24,672) | (32,055) | (287,163) | 14,831 | |
INCOME TAX EXPENSE (BENEFIT) | 109 | (120) | 814 | 1,088 | |
NET (LOSS) INCOME | (24,781) | (31,935) | (287,977) | 13,743 | |
Net income attributable to noncontrolling interest | 678 | 3,334 | 3,857 | ||
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS AND PARENT, RESPECTIVELY | (25,459) | $ (35,269) | $ (287,977) | 9,886 | |
NET LOSS PER VOTING AND NON-VOTING SHARE | |||||
Basic | $ (0.58) | $ (3.87) | |||
Diluted | $ (0.58) | $ (3.87) | |||
WEIGHTED-AVERAGE SHARES OUTSTANDING | |||||
Basic | 61,118,000 | 74,359,000 | |||
Diluted | [1] | 61,118,000 | 74,359,000 | ||
Service [Member] | |||||
REVENUES | |||||
REVENUES | 91,280 | $ 339,793 | $ 93,682 | 410,927 | |
COST OF REVENUES AND OPERATING EXPENSES | |||||
Cost of Revenue | 76,836 | 292,844 | 107,258 | 352,382 | |
Product [Member] | |||||
REVENUES | |||||
REVENUES | 27,172 | 103,988 | 27,243 | 129,851 | |
COST OF REVENUES AND OPERATING EXPENSES | |||||
Cost of Revenue | $ 23,957 | $ 90,353 | $ 31,976 | $ 110,793 | |
[1] | Potential common shares under the treasury stock method were antidilutive because the Company reported a net loss in this period. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, warrants, deferred shares and restricted stock. |
CONSOLIDATED AND COMBINED STA_2
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Statement Of Other Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (24,781) | $ (31,935) | $ (287,977) | $ 13,743 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation loss | (165) | (183) | (377) | (293) |
Net unrealized (loss) gain on derivative | 1,109 | (7,215) | ||
Amount realized and reclassified into earnings | (207) | 1,398 | ||
Total other comprehensive (loss) income, net of tax | (165) | 719 | (6,194) | (293) |
Comprehensive (loss) income | (24,946) | (31,216) | (294,171) | 13,450 |
Comprehensive income attributable to noncontrolling interest | 678 | 3,334 | 3,857 | |
Comprehensive (loss) income attributable to common shareholders and Parent, respectively | $ (25,624) | $ (34,550) | $ (294,171) | $ 9,593 |
CONSOLIDATED AND COMBINED STA_3
CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | 2020 Private Placement [Member] | At-the- Market Equity Offering [Member] | Net Parent Investment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]2020 Private Placement [Member] | Additional Paid-in Capital [Member]At-the- Market Equity Offering [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total Parent's/OneSpaWorld Stockholders' Equity (Deficit) [Member] | Total Parent's/OneSpaWorld Stockholders' Equity (Deficit) [Member]2020 Private Placement [Member] | Total Parent's/OneSpaWorld Stockholders' Equity (Deficit) [Member]At-the- Market Equity Offering [Member] | Non-Controlling Interest [Member] | Voting Common Stock [Member] | Voting Common Stock [Member]2020 Private Placement [Member] | Voting Common Stock [Member]At-the- Market Equity Offering [Member] | Non-Voting Common Stock [Member] | Non-Voting Common Stock [Member]2020 Private Placement [Member] | Voting and Non-Voting Common Stock [Member] | Voting and Non-Voting Common Stock [Member]2020 Private Placement [Member] | |
BALANCE at Dec. 31, 2017 | $ 225,281 | $ 221,041 | $ (356) | $ 220,685 | $ 4,596 | ||||||||||||||||
Net (loss) income | 13,743 | 9,886 | 9,886 | 3,857 | |||||||||||||||||
Distributions to noncontrolling interest | (4,867) | (4,867) | |||||||||||||||||||
Net distributions to Parent and its affiliates | (361,447) | (361,447) | (361,447) | ||||||||||||||||||
Foreign currency translation adjustment gain (loss) | (293) | (293) | (293) | ||||||||||||||||||
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 Parent and its affiliates | 351,802 | 351,802 | 351,802 | ||||||||||||||||||
Foreign currency translation adjustment gain (loss) | (165) | (165) | (165) | ||||||||||||||||||
BALANCE at Mar. 19, 2019 | 199,006 | 195,823 | (814) | 195,009 | 3,997 | ||||||||||||||||
Net (loss) income | (30,279) | ||||||||||||||||||||
BALANCE at Mar. 31, 2019 | 594,100 | ||||||||||||||||||||
BALANCE at Mar. 19, 2019 | 199,006 | 195,823 | (814) | 195,009 | 3,997 | ||||||||||||||||
Net (loss) income | (29,320) | ||||||||||||||||||||
BALANCE at Jun. 30, 2019 | 594,929 | ||||||||||||||||||||
BALANCE at Mar. 19, 2019 | 199,006 | 195,823 | (814) | 195,009 | 3,997 | ||||||||||||||||
Net (loss) income | (25,050) | ||||||||||||||||||||
BALANCE at Sep. 30, 2019 | 599,384 | ||||||||||||||||||||
BALANCE at Mar. 19, 2019 | 199,006 | $ 195,823 | (814) | 195,009 | 3,997 | ||||||||||||||||
Net (loss) income | (31,935) | ||||||||||||||||||||
BALANCE at Dec. 31, 2019 | 590,468 | $ 616,888 | 719 | $ (35,269) | 582,344 | 8,124 | $ 6 | ||||||||||||||
BALANCE (In Shares) at Dec. 31, 2019 | 61,119 | ||||||||||||||||||||
BALANCE at Mar. 20, 2019 | [1] | 633,590 | 627,960 | 627,966 | 5,624 | 6 | |||||||||||||||
BALANCE (In Shares) at Mar. 20, 2019 | [1] | 61,118 | |||||||||||||||||||
Immaterial correction of an error | (29,321) | (29,321) | (29,321) | ||||||||||||||||||
Net (loss) income | (31,935) | (35,269) | (35,269) | 3,334 | |||||||||||||||||
Conversion of public warrants into common shares | 11 | 11 | 11 | ||||||||||||||||||
Conversion of public warrants into common shares (In Shares) | 1 | ||||||||||||||||||||
Dividends declared | (2,445) | (2,445) | (2,445) | ||||||||||||||||||
Distributions to noncontrolling interest | (834) | (834) | |||||||||||||||||||
Stock-based compensation | 20,683 | 20,683 | 20,683 | ||||||||||||||||||
Foreign currency translation adjustment gain (loss) | (183) | (183) | (183) | ||||||||||||||||||
Unrealized / Unrecognized gain (loss) on derivatives | 902 | 902 | 902 | ||||||||||||||||||
BALANCE at Dec. 31, 2019 | 590,468 | 616,888 | 719 | (35,269) | 582,344 | 8,124 | 6 | ||||||||||||||
BALANCE (In Shares) at Dec. 31, 2019 | 61,119 | ||||||||||||||||||||
BALANCE at Mar. 31, 2019 | 594,100 | ||||||||||||||||||||
Net (loss) income | 959 | ||||||||||||||||||||
BALANCE at Jun. 30, 2019 | 594,929 | ||||||||||||||||||||
Net (loss) income | 4,270 | ||||||||||||||||||||
BALANCE at Sep. 30, 2019 | 599,384 | ||||||||||||||||||||
Net (loss) income | (6,885) | ||||||||||||||||||||
BALANCE at Dec. 31, 2019 | 590,468 | 616,888 | 719 | (35,269) | 582,344 | 8,124 | 6 | ||||||||||||||
BALANCE (In Shares) at Dec. 31, 2019 | 61,119 | ||||||||||||||||||||
Net (loss) income | (148,362) | ||||||||||||||||||||
BALANCE at Mar. 31, 2020 | 417,897 | ||||||||||||||||||||
BALANCE at Dec. 31, 2019 | 590,468 | 616,888 | 719 | (35,269) | 582,344 | 8,124 | 6 | ||||||||||||||
BALANCE (In Shares) at Dec. 31, 2019 | 61,119 | ||||||||||||||||||||
Net (loss) income | (169,055) | ||||||||||||||||||||
BALANCE at Jun. 30, 2020 | 424,414 | ||||||||||||||||||||
BALANCE at Dec. 31, 2019 | 590,468 | 616,888 | 719 | (35,269) | 582,344 | 8,124 | 6 | ||||||||||||||
BALANCE (In Shares) at Dec. 31, 2019 | 61,119 | ||||||||||||||||||||
Net (loss) income | (216,602) | ||||||||||||||||||||
BALANCE at Sep. 30, 2020 | 378,459 | ||||||||||||||||||||
BALANCE at Dec. 31, 2019 | 590,468 | 616,888 | 719 | (35,269) | 582,344 | 8,124 | 6 | ||||||||||||||
BALANCE (In Shares) at Dec. 31, 2019 | 61,119 | ||||||||||||||||||||
Net (loss) income | (287,977) | (287,977) | (287,977) | ||||||||||||||||||
Dividends declared | (2,449) | (2,449) | (2,449) | ||||||||||||||||||
Net of issuance costs | $ 53,407 | $ 10,823 | $ 53,404 | $ 10,823 | $ 53,407 | $ 10,823 | $ 3 | ||||||||||||||
Net of issuance costs, Shares | 6,564 | 1,259 | 17,186 | ||||||||||||||||||
Reclassification of public warrants to liabilities | (26,500) | (26,500) | (26,500) | ||||||||||||||||||
Distributions to noncontrolling interest | (4,011) | (4,011) | |||||||||||||||||||
Stock-based compensation | 4,950 | 4,950 | 4,950 | ||||||||||||||||||
Foreign currency translation adjustment gain (loss) | (377) | (377) | (377) | ||||||||||||||||||
Common shares issued under equity incentive plan, Shares | 251 | ||||||||||||||||||||
Unrealized / Unrecognized gain (loss) on derivatives | (5,817) | (5,817) | (5,817) | ||||||||||||||||||
Purchase of noncontrolling interest | (10,810) | (6,697) | (6,697) | $ (4,113) | |||||||||||||||||
Purchase of noncontrolling interest, Shares | 99 | ||||||||||||||||||||
Purchase of public warrants | (879) | (879) | (879) | ||||||||||||||||||
BALANCE at Dec. 31, 2020 | 320,828 | 649,540 | (5,475) | (323,246) | 320,828 | 9 | |||||||||||||||
BALANCE (In Shares) at Dec. 31, 2020 | 69,292 | 17,186 | |||||||||||||||||||
BALANCE at Mar. 31, 2020 | 417,897 | ||||||||||||||||||||
Net (loss) income | (20,693) | ||||||||||||||||||||
BALANCE at Jun. 30, 2020 | 424,414 | ||||||||||||||||||||
Net (loss) income | (47,547) | ||||||||||||||||||||
BALANCE at Sep. 30, 2020 | 378,459 | ||||||||||||||||||||
Net (loss) income | (71,375) | ||||||||||||||||||||
BALANCE at Dec. 31, 2020 | $ 320,828 | $ 649,540 | $ (5,475) | $ (323,246) | $ 320,828 | $ 9 | |||||||||||||||
BALANCE (In Shares) at Dec. 31, 2020 | 69,292 | 17,186 | |||||||||||||||||||
[1] | Initial equity balances of the Successor reflect the equity of the accounting acquirer, Haymaker Acquisition Corp., and the issuance of common stock, warrants and cash contributed by Haymaker in connection with the acquisition of OSW Predecessor. |
CONSOLIDATED AND COMBINED STA_4
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net (loss) income | $ (24,781) | $ (31,935) | $ (287,977) | $ 13,743 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation and amortization | 1,989 | 19,606 | 24,453 | 10,055 |
Goodwill and tradename intangible assets impairment | 190,777 | |||
Stock-based compensation | 20,683 | 4,950 | ||
Amortization of deferred financing costs | 213 | 841 | 1,026 | 1,243 |
Warrant issuance costs | 1,386 | |||
Change in fair value of warrant liabilities | 19,700 | 6,100 | ||
Provision for doubtful accounts | 8 | 172 | 18 | |
Inventories write-downs | 6,000 | |||
Loss from write-offs of property and equipment | 90 | |||
Loss on extinguishment of debt | 3,413 | |||
Allocation of Parent corporate overhead | 11,731 | |||
Deferred income taxes | (9) | (643) | 1,575 | (1) |
Changes in: | ||||
Accounts receivable | 1,671 | (6,840) | 27,347 | (2,107) |
Inventories | (406) | 352 | 2,866 | (6,966) |
Prepaid expenses | 1,073 | (1,714) | 705 | (1,798) |
Other current assets | 213 | (776) | 725 | (340) |
Note receivable due from affiliate of Parent | (238) | |||
Other non-current assets | (1,003) | (854) | (2,974) | 652 |
Accounts payable | 8,313 | 7,529 | (14,836) | 1,730 |
Accounts payable – related parties | (6,553) | (3,650) | ||
Accrued expenses | 19,792 | (30,078) | 1,538 | 7,698 |
Other current liabilities | (288) | 317 | (139) | 499 |
Income taxes payable | 42 | 409 | (900) | (84) |
Income tax contingency | 69 | 443 | ||
Deferred rent | 37 | 160 | 123 | 202 |
Net cash (used in) provided by operating activities | 3,733 | (3,174) | (36,550) | 32,387 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Capital expenditures | (517) | (2,909) | (2,132) | (4,983) |
Acquisition of OSW Predecessor, net of cash acquired | (676,453) | |||
Net cash used in investing activities | (517) | (679,362) | (2,132) | (4,983) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from the issuance of common shares | 122,510 | |||
Net proceeds from Haymaker and private placement investors | 349,390 | |||
Proceeds from 2020 private placement, net of issuance costs paid | 68,602 | |||
Proceeds from At-the Market Equity Offering, net of issuance costs paid | 11,090 | |||
Proceeds from the term loan and revolver facilities | 245,900 | 20,000 | ||
Dividend paid on common stock | (2,445) | |||
Purchase of public warrants | (879) | |||
Proceeds from conversion of public warrants into common shares | 11 | |||
Payment of deferred financing costs | (6,892) | |||
Repayment on term loan and revolver facilities | (18,442) | (13,000) | ||
Proceeds from amounts due from related party | 3,187 | |||
Net distributions to Parent and its affiliates | (4,262) | (15,690) | ||
Distributions to noncontrolling interest | (267) | (834) | (4,011) | (4,867) |
Cash paid to acquire noncontrolling interest | (10,810) | |||
Net cash provided by (used in) financing activities | (4,529) | 694,830 | 68,547 | (20,557) |
Effect of exchange rate changes on cash | 649 | (205) | (280) | (216) |
Net increase (decrease) in cash and cash equivalents and restricted cash | (664) | 12,089 | 29,585 | 6,631 |
Cash and cash equivalents and restricted cash, Beginning of period | 15,302 | 1,774 | 13,863 | 8,671 |
Cash and cash equivalents and restricted cash, End of period | 14,638 | 13,863 | 43,448 | 15,302 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||
Income taxes | 73 | 409 | 115 | 1,038 |
Interest | 12,347 | 11,730 | 30,344 | |
Non-cash transactions: | ||||
Equity consideration paid in connection with the Business Combination | 167,300 | |||
Initial measurement of warrants accounted for as a liability | 36,200 | 16,200 | ||
Unpaid declared dividends | $ 2,445 | 2,449 | ||
Common stock issued to purchase noncontrolling interest | 1,507 | |||
2020 Private Placement issuance cost accrued | 381 | |||
At-the Market Equity Offering issuance cost accrued | $ 267 | |||
Vendor-financed purchase of fixed assets | 306 | |||
Fixed assets transferred from Parent | 125 | |||
Allocation of Parent corporate overhead | 11,731 | |||
Assignment and assumption of Parent long-term debt | 351,197 | |||
Note receivable from affiliate of Parent forgiven by Parent | 6,841 | |||
Repayment of long-term debt by Parent on behalf of the company | $ 351,482 | |||
Write-off of income tax payable for separate return method | $ 1,174 |
Organization
Organization | 12 Months Ended |
Dec. 31, 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 destination resorts, the Company strives to create a relaxing and therapeutic environment where guests can receive health and wellness, fitness and beauty services and experiences of the highest quality. The Company’s services include traditional and alternative massage, body 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 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. Haymaker, a special purpose acquisition company (“SPAC”), was organized as a blank check company incorporated in Delaware on April 27, 2017 and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On October 27, 2017, Haymaker consummated an initial public offering (“IPO”) of its Class A common shares (the “Haymaker Class A Shares”), generating gross proceeds of approximately $300,000,000. The net proceeds from the IPO were subsequently placed in a trust account for the intended purpose of being applied toward consummating a business combination. OSW Predecessor” is comprised of the net assets and operations of (i) the following wholly-owned subsidiaries of Steiner Leisure: OneSpaWorld LLC, Steiner Spa Asia Limited, Steiner Spa Limited, and OneSpaWorld Marks Limited (formerly known as Steiner Marks Limited), (ii) the following respective indirect subsidiaries of Steiner Leisure: Mandara PSLV, LLC (subsequently dissolved), Mandara Spa (Hawaii), LLC, Florida Luxury Spa Group, LLC, Steiner Transocean U.S., Inc., Steiner Spa Resorts (Nevada), Inc., Steiner Spa Resorts (Connecticut), Inc., Steiner Resort Spas (California), Inc., OneSpaWorld Resort Spas (North Carolina), Inc. (formerly known as Steiner Resort Spas (North Carolina), Inc.), OSW SoHo LLC, OSW Distribution LLC, World of Wellness Training Limited (formerly known as Steiner Training Limited), STO Italy S.r.l., One Spa World LLC, Mandara Spa Services LLC, OneSpaWorld Limited, OneSpaWorld (Bahamas) Limited (formerly known as Steiner Transocean Limited), OneSpaWorld Medispa LLC, OneSpaWorld Medispa Limited, OneSpaWorld Medispa (Bahamas) Limited (formerly known as STO Medispa Limited), Mandara Spa (Cruise I), LLC, Mandara Spa (Cruise II), LLC, Steiner Transocean (II) Limited (subsequently dissolved), The Onboard Spa by Steiner (Shanghai) Co., Ltd., Mandara Spa LLC, Mandara Spa Puerto Rico, Inc., Mandara Spa (Guam), L.L.C. (subsequently dissolved), Mandara Spa (Bahamas) Limited, Mandara Spa Aruba N.V., Mandara Spa Polynesia Sarl, Mandara Spa Asia Limited, PT Mandara Spa Indonesia, Spa Services Asia Limited, Mandara Spa Palau, Mandara Spa (Malaysia) Sdn. Bhd., Mandara Spa Ventures International Sdn. Bhd., Spa Partners (South Asia) Limited, Mandara Spa (Maldives) PVT LTD, and Mandara Spa (Fiji) Limited, (iii) Medispa Limited, a majority-owned subsidiary of Steiner Leisure (the noncontrolling interest in which was subsequently purchased by OneSpaWorld) As of December 31, 2019, the Company had a 60% controlling interest and a third party had a 40% noncontrolling interest of Medispa Limited, a Bahamian entity that is a subsidiary of the Company. On February 14, 2020, the Company purchased the 40% noncontrolling interest and as a result, we are now the sole owners of this entity. See “Note 10 – “Noncontrolling Interest” for further details. 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 and fourth quarters 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 January 31, 2021, 46 destination resort spas were operating, some with capacity restrictions, and only one ship of our cruise line partners was operating with guests onboard at reduced capacity. Starting in the first quarter of 2020, and continuing through the fourth quarter of 2020, COVID-19-related shutdowns have had a significant negative impact on our business, results of operations and financial condition. 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 and the full extent of the impact will be determined by our gradual return to service and the length of time COVID-19 influences travel decisions, but we expect to report a net loss for at least the quarter ending March 31, 2021 and likely for the year ending December 31, 2021. 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 8 – “Equity” for further information on the equity financing. On December 7, 2020, the Company entered into an At-The-Market Equity Offering (“ATM”) Sales Agreement with Stifel, Nicolaus & Company, Incorporated (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its common shares, par value $0.0001 per share, having an aggregate offering price of up to $50.0 million. During December 2020, we sold 1,259,195 shares under the ATM Sales Agreement for net proceeds of $11.1 million. As of December 31, 2020, there is approximately $38 million remaining available under the ATM Sales Agreement. The Company has also undertaken steps to mitigate the adverse impact of the pandemic, which have included, without limitation, the following: • commencing in March 2020, closed all spas on ships where voyages have been cancelled (as of December 31, 2020, we were operating one spa onboard one vessel); • closed all destination resort spas as of March 26, 2020 (as of December 31, 2020, 45 destination resort spas had reopened and were operating, some with capacity restrictions); • repatriated 3,220 of our staff due to COVID-related sailing suspensions, constituting all our cruise ship personnel, eliminating all ongoing expenses related to these employees during 2020, and re-embarked 18 cruise ship personnel to operate our spas on three vessels that sailed at any time during the fourth quarter of 2020 (only one of which was sailing as of December 31, 2020); • furloughed 96% and subsequently terminated the employment of 66% of U.S. and Caribbean-based destination resort spa personnel and 38% of corporate personnel and implemented salary reductions for all corporate personnel; as of December 31, 2020, 386 U.S. and Caribbean-based destination resort spa personnel had returned to work and 72 salary reductions remain in place for corporate personnel; • eliminated all non-essential operating and capital expenditures; • withdrew our 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; • borrowed $7 million, net, on our revolving credit facility, leaving $13 million available and undrawn at December 31, 2020. The estimation of our future liquidity requirements includes numerous assumptions that are subject to various risks and uncertainties. We cannot make assurances that our assumptions used to estimate our liquidity requirements may not change because of the unprecedented non-operational environment we are experiencing due to COVID-19. We have made reasonable estimates and judgments of the impact of COVID-19 within our financial statements and there may be material changes to those estimates in future periods. 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. Management cannot predict the magnitude and duration of the negative impact from the COVID-19 pandemic; new events beyond management’s control may have incrementally material adverse impact on the Company’s results of operations, financial position and liquidity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (as Restated) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies (as Restated) | 2. Summary of Significant Accounting Policies (as restated) Basis of Presentation, Principles of Consolidation and Principles of Combination Successor: The accompanying consolidated financial statements as of and for the year ended December 31, 2020 and the period from March 20, 2019 to December 31, 2019, include the consolidated balance sheet and statements of operations, comprehensive income (loss), equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual 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 consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our financial position, results of operations and cash flows. The preparation of consolidated financial statements in conformity with 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. Predecessor: The 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 and include the accounts of a company majority-owned by OneSpaWorld Medispa (Bahamas) Limited, in which OneSpaWorld (Bahamas) Limited, the 100% owner of OneSpaWorld Medispa (Bahamas) Limited, had a controlling interest. The OSW combined financial statements also include the accounts and results of operations associated with the timetospa.com The accompanying OSW financial statements include the assets, liabilities, revenues and expenses specifically related to OSW’s operations. Until December 31, 2019, OSW received services and support from various functions performed by Steiner Leisure and costs associated with these functions had been allocated to OSW. These allocations were 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 had 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 salaries and payroll taxes and administrative expenses in the accompanying 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 combined statements of cash flows as a financing activity and in the 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. As of December 31, 2018, OSW had assumed long-term debt of the Parent. Such debt was paid-off by the Parent on behalf of OSW during the Predecessor period from January 1, 2019 to March 19, 2019. Management believes the assumptions and allocations underlying the accompanying combined OSW financial statements and notes to the OSW combined financial statements are reasonable, appropriate and consistently applied for the periods presented. Management believes the accompanying combined OSW financial statements reflect all costs of doing business. The accompanying OSW combined financial statements have been prepared in conformity with U.S. GAAP. Restatement of Previously Issued Financial Statements On April 12, 2021, the SEC staff issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”). The Statement addressed certain accounting and reporting On October 19, 2017, the Company’s predecessor, Haymaker, issued 8,000,000 warrants to purchase its common stock in a private placement concurrently with its IPO (the “Sponsor Warrants”). In connection with its IPO in 2017, Haymaker also issued 16,500,000 warrants to public investors (the “Public Warrants”). In connection with the Business Combination, Haymaker transferred 3,105,294 Sponsor Warrants in private placements to certain investors (the “PIPE Investors”) and to SLL. As a result of the Business Combination and in accordance with the terms of the Company’s Amended and Restated Warrant Agreement, dated as of March 19, 2019, each whole Sponsor Warrant and each whole Public Warrant entitles the holder to purchase one common share of the Company at an exercise price of $11.50 per share, subject to potential adjustment (See “Note 8”). For more information on the Business Combination, See Item 1, Business of the Original Filing. On April 30, 2020, the Company entered into an investment agreement with certain investors, including SLL and certain members of its management and Board of Directors, pursuant to which it issued an aggregate of 5,000,000 warrants (the “2020 PIPE Warrants”), each entitling the holder to purchase one common share of the Company (or one non-voting common share if held by SLL) at an exercise price of $5.75 per share, subject to potential adjustment. In connection with the private placement, on June 12, 2020, the Company amended its Memorandum of Association and Articles of Association and created a new class of Non-Voting Common Shares that, subject to certain exceptions, have no voting power but otherwise rank equally and carry the same rights and privileges as the Company’s Voting Common Shares, including in respect of dividends, liquidation, preferences and all other rights and features (See “Note 8”). Based on Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Equity (ASC Topic 815), warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be classified as liabilities at their estimated fair values. In periods subsequent to issuance, changes in the estimated fair values of the derivative instruments should be reported in the statement of operations. The Company had previously classified the Sponsor Warrants, Public Warrants and 2020 PIPE Warrants (collectively, the “Warrants”) as equity consistent with common practice which existed prior to the Statement. The Company has concluded that the Warrants do not meet the conditions to be classified as equity under the Statement in all periods presented as, (i) if held by Haymaker, the PIPE Investors, SLL or any of their respective permitted transferees, the Sponsor Warrants are not subject to redemption and (ii) the Public Warrants and the 2020 PIPE Warrants may be settled in cash upon the occurrence of a tender offer or exchange offer that involves 50% or more of the Company’s outstanding common shares (which includes the Non-Voting Common Shares once they were issued on June 12, 2020 and therefore would not necessarily involve a change in control of the Company), an event that could be outside the control of the Company. Specifically, the Company concluded that (i) upon issuance on March 19, 2019, the Sponsor Warrants should have been classified as liabilities, (ii) upon issuance on June 12, 2020, the 2020 PIPE Warrants should have been presented as liabilities, and (iii) upon issuance of the Non-Voting Common Shares on June 12, 2020, the Public Warrants should have been presented as liabilities. For warrants classified as liabilities, the associated gains or losses recognized as a result of the changes in fair values should be reported in earnings. In addition, the investment agreement issuance costs allocable to the 2020 PIPE Warrants should have been expensed instead of recognized against the proceeds. The Company made the determination to restate the financial statements covered by the Affected Periods (the “Restatement”). The effect of this correction to the applicable reporting periods for the financial statement line items impacted is as follows (in thousands, except per share data): As of December 31, 2020 As Reported Restatement Impact As Restated Consolidated Balance Sheet Warrant liabilities $ - $ 104,700 $ 104,700 Total liabilities $ 276,751 $ 104,700 $ 381,451 Additional paid-in-capital $ 727,054 $ (77,514 ) $ 649,540 Accumulated deficit $ (296,060 ) $ (27,186 ) $ (323,246 ) Total shareholders' equity $ 425,528 $ (104,700 ) $ 320,828 As of December 31, 2019 As Reported Restatement Impact As Restated Consolidated Balance Sheet Warrant liabilities $ - $ 55,900 $ 55,900 Total liabilities $ 277,301 $ 55,900 $ 333,201 Additional paid-in-capital $ 653,088 $ (36,200 ) $ 616,888 Accumulated deficit $ (15,569 ) $ (19,700 ) $ (35,269 ) Total OneSpaWorld shareholders' equity $ 638,244 $ (55,900 ) $ 582,344 Total shareholders' equity $ 646,368 $ (55,900 ) $ 590,468 Year Ended December 31, 2020 As Reported Restatement Impact As Restated Consolidated and Combined Statement of Operations Change in fair value of warrant liabilities $ - $ (6,100 ) $ (6,100 ) Interest expense and warrant issuance costs $ (14,703 ) $ (1,386 ) $ (16,089 ) Total other expense, net $ (14,673 ) $ (7,486 ) $ (22,159 ) (Loss) income before income tax expense (benefit) $ (279,677 ) $ (7,486 ) $ (287,163 ) Net (loss) income $ (280,491 ) $ (7,486 ) $ (287,977 ) Comprehensive (loss) income $ (286,685 ) $ (7,486 ) $ (294,171 ) Net loss per voting and non-voting share Basic and diluted $ (3.77 ) $ (0.10 ) $ (3.87 ) March 20, 2019 to December 31, 2019 (Successor) As Reported Restatement Impact As Restated Consolidated and Combined Statement of Operations Change in fair value of warrant liabilities $ - $ (19,700 ) $ (19,700 ) Total other expense, net $ (13,479 ) $ (19,700 ) $ (33,179 ) (Loss) income before income tax expense (benefit) $ (12,355 ) $ (19,700 ) $ (32,055 ) Net (loss) income $ (12,235 ) $ (19,700 ) $ (31,935 ) Comprehensive (loss) income attributable to common shareholders and parent, respectively $ (15,569 ) $ (19,700 ) $ (35,269 ) Comprehensive income (loss) $ (14,850 ) $ (19,700 ) $ (34,550 ) Net loss per voting and non-voting share Basic and diluted $ (0.25 ) $ (0.33 ) $ (0.58 ) These errors had a non-cash impact and did not have an effect on the total operating, investing and financing cash flows. The following tables presents the effect on the individual line items within operating cash flows on the Company’s consolidated Statement of Cash Flows. Year Ended December 31, 2020 As Reported Restatement Impact As Restated Net (loss) income $ (280,491 ) $ (7,486 ) $ (287,977 ) Change in fair value of warrant liabilities $ - $ 6,100 $ 6,100 Warrants issuance costs $ - $ 1,386 $ 1,386 Net cash provided by (used in) financing activities $ (36,550 ) $ - $ (36,550 ) March 20, 2019 to December 31, 1019 As Reported Restatement Impact As Restated Net (loss) income $ (12,235 ) $ (19,700 ) $ (31,935 ) Change in fair value of warrant liabilities $ - $ 19,700 $ 19,700 Net cash provided by (used in) financing activities $ (3,174 ) $ - $ (3,174 ) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”). As modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemption from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Act) are required to comply with new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election is irrevocable. The Company has elected not to opt-out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor a non-emerging growth company, which has opted-out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash and cash equivalents with reputable major financial institutions. Deposits with these banks exceed the Federal Deposit Insurance Corporation insurance limits or similar limits in foreign jurisdictions. While the Company monitors daily the cash balances in its operating accounts and adjusts the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which the Company deposits funds fails or is subject to other adverse conditions in the financial or credit markets. To date, the Company has experienced no loss or lack of access to invested cash or cash equivalents; however, it can provide no assurance that access to invested cash and cash equivalents will not be impacted by adverse conditions in the financial and credit markets. Restricted Cash (Successor) These balances include amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment. The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheet as of December 31, 2020 to the total amount presented in our consolidated statements of cash flows for year ended December 31, 2020 (in thousands): Cash and cash equivalents $ 41,552 Restricted cash 1,896 Total cash and restricted cash in the consolidated statement of cash flows $ 43,448 Inventories Inventories, consisting principally of personal care products, are stated at the lower of cost, as determined on a first-in, first-out basis, or market. All inventory balances are comprised of finished goods used in beauty and health and wellness services or held for resale for sale to customers. Inventory reserve is recorded to write down the cost of inventory to the estimated market value. During the year ended December 31, 2020 (Successor), we recorded charges of $6.0 million for the decline in the net realizable value of inventories, which is included in Cost of products in the accompanying consolidated statement of operations. This loss principally is the result of excess, slow-moving, expiration of products and damaged inventories held at our Maritime segment caused by the cessation of our cruise line partners operations and, consequently, our Maritime segment operations due to the COVID 19 pandemic. The establishment of inventory reserves involves the estimate of the amount of inventories that will be used in health and Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs, which do not add to the value of the related assets or materially extend their original lives, are expensed as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized in a straight-line basis over the shorter of the terms of the respective leases and the estimated useful lives of the respective assets. Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets The Company reviews long-lived assets including property and equipment and intangible assets with finite lives for impairment whenever events or changes in circumstances indicate, based on estimated future cash flows, that the carrying amount of these assets may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (asset group) to future undiscounted cash flows expected to be generated by the asset (asset group). An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When estimating future cash flows, the Company considers: • only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group; • potential events and changes in circumstance affecting key estimates and assumptions; and • the existing service potential of the asset (asset group) at the date tested. If an asset (asset group) is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset (asset group) exceeds its fair value. When determining the fair value of the asset (asset group), the Company considers the highest and best use of the assets from a market-participant perspective. The fair value measurement is generally determined through the use of independent third-party appraisals or an expected present value technique, both of which may include a discounted cash flow approach, which reflects assumptions of what market participants would utilize to price the asset (asset group). Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Assets to be abandoned, or from which no further benefit is expected, are written down to zero at the time that the determination is made, and the assets are removed entirely from service. Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired. The Company has two operating segments: (1) Maritime and (2) Destination Resorts. The Maritime and Destination Resorts operating segments each have associated goodwill, and each has been determined to be a reporting unit. Goodwill and other intangible assets with indefinite useful lives are not amortized, but rather, are tested for impairment at least annually . , Identifiable intangible assets not subject to amortization are assessed for impairment using a similar process used to evaluate goodwill as described above. During the year ended December 31, 2020, we recognized a goodwill and trade name impairment charge of $190.1 million and $0.7 million, respectively, based on the impairment test performed as of March 31, 2020. See Note 5 – “Goodwill and Intangible Assets” and “Note 15 – “Fair Value Measurement and Derivatives” for further details. Definite-Lived Intangible Assets The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Definite-Lived Intangible Assets include the contracts with cruise lines and leases with hotels and resorts. Contracts with cruise lines are generally renewed every five years. The Company has the intent and ability to renew such contracts over the estimated useful lives of the assets. Costs incurred to renew contracts are capitalized and amortized to cost of revenues and operating expenses over the term of the contract. Lease agreements with destination resorts in which the Company operates are generally renewed every ten years. The Company has the intent and ability to renew such contracts. Revenue Recognition Revenue is recognized when customers obtain control of goods and services promised by the Company. The amount of revenue recognized is based on the amount that reflects the consideration that is expected to be received in exchange for those respective goods and services. Amounts recognized are gross of commissions to cruise line or destination resort partners, which typically withhold commissions from customer payments. The Company has elected to present sales taxes on a net basis and, as such, sales taxes are excluded from revenue. Revenue is reported net of discounts and net of any estimated refund liability, which is determined based on historical experience. The Company also issues gift cards for future goods or services; revenue is recognized when they are redeemed; we also recognize revenue for breakage based on past experience for gift card amounts we expect to go unredeemed. Prior to adoption of ASC Topic 606, the Company recognized revenues earned as services are provided and as products are sold, following legacy accounting guidance under ASC Topic 605. Generally, this led to recognition that is consistent with our new policy. Under legacy guidance, we had also elected to recognize revenue on a net-of-tax basis, which is similar to our election under ASC Topic 606. For gift card breakage, the Company uses the redemption recognition method for recognizing breakage related to certain gift certificates for which it has sufficient historical information; this pattern is relatively consistent with our recognition pattern under ASC Topic 606. Cost of Revenues Cost of services consists primarily of the cost of product consumed in the rendering of a service, an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines (which are derived as a percentage of service revenues or a minimum annual rent or a combination of both), an allocable portion of staff-related shipboard expenses, costs related to recruitment and training of shipboard employees, wages paid directly to destination resort employees, payments to destination resort venue owners, and health and wellness facility depreciation. Cost of products consists primarily of the cost of products sold through the Company’s various methods of distribution, an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines (which are derived as a percentage of product revenues or a minimum annual rent or a combination of both), and an allocable portion of staff-related shipboard expenses. Costs incurred to term of the contract. Shipping and Handling Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through cost of sales as inventories are sold. Shipping and handling costs associated with the delivery of products are included in administrative expenses. The shipping and handling costs included in administrative expenses in the accompanying consolidated and combined statements of operations for the year ended December 31, 2020 (Successor), for the periods from March 20, 2019 through December 31, 2019 (Successor), from January 1, 2019 through March 19, 2019 (Predecessor) and for the year ended December 31, 2018 (Predecessor) were $0.04 million, $0.04 million, $0.01 million and $0.4 million, respectively. 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 year ended December 31, 2020. We have elected not to account for these rent concessions as lease modifications. The recognition of these rent concessions did not have a material impact on our consolidated financial statements as of December 31, 2020. Advertising Substantially all of the Company’s advertising costs are charged to expense as incurred, except costs that result in tangible assets, such as brochures, which are recorded as prepaid expenses and charged to expense as consumed. Advertising expenses included in cost of revenues and operating expenses in the accompanying consolidated and combined statements of operations for the year ended December 31, 2020 (Successor), for the periods from March 20, 2019 through December 31, 2019 (Successor), from January 1, 2019 through March 19, 2019 (Predecessor) and for the year ended December 31, 2018 (Predecessor) were $2.4 million, $2.5 million, $0.5 million and $3.7 million, respectively. Share-Based Compensation The Company recognizes expense for our share-based compensation awards using a fair-value-based method. Share-based compensation expense is recognized over the requisite service period for awards that are based on a service period and not contingent upon any future performance. We elected to treat shared-based awards with graded vesting schedules and time-based service conditions as a single award and recognize stock-based compensation expense on a straight-line basis. We recognize forfeitures as they occur rather than estimating them over the life of the award. Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated and combined balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. These deferred issuance costs are amortized over the term of the loan agreement. The amortization of deferred financing fees is included in interest expense, net in the consolidated and combined statements of operations. Warrant Accounting (as restated) We account for common stock warrants in accordance with applicable guidance provide in ASC Topic 815 as either liability or equity instruments depending on the specific terms of the warrant agreement. We evaluated the warrants under this guidance and concluded that they do not meet the criteria to be classified in shareholders’ equity in all periods presented. Accordingly, due to this restatement, the Warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020 and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of operations and comprehensive (loss) income. Income Taxes Successor: As part of the process of preparing the consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating the Company’s actual current income tax exposure together with an assessment of temporary differences resulting from differing treatment of items for tax purposes and accounting purposes, respectively. These differences result in deferred income tax assets and liabilities which are included in the accompanying consolidated balance sheet as of December 31, 2020 and 2019, respectively. Deferred taxes are recorded using the currently enacted tax rates that applied in the periods that the differences are expected to reverse. The Company must then assess the likelihood that its deferred income tax assets will be recovered from future taxable income and, to the extent that the Company believes that recovery is not likely, the Company must establish a valuation allowance. With respect to acquired deferred tax assets, changes within the measurement period that result from new information about facts and circumstances that existed at the acquisition date shall be recognized through a corresponding adjustment to goodwill. Subsequent to the measurement period, all other changes shall be reported as a reduction or increase to income tax expense in the Company’s consolidated statement of operations for the year ended December 31, 2020 (Successor) and the period from March 20, 2019 to December 31, 2019 (Successor). Predecessor: The Company’s United States (“U.S.”) entities, other than those that are domiciled in U.S. territories, file their U.S. tax return as part of a consolidated tax filing group, while the Company’s entities that are domiciled in U.S. territories file specific returns. In addition, the Company’s foreign entities file income tax returns in their respective countries of incorporation, where required. For the purposes of these financial statements, the Company is accounting for income taxes under the separate return method of accounting. This method requires the allocation of current and deferred taxes to the Company as if it were a separate taxpayer. Under this method, the resulting portion of current income taxes payable that is not actually owed to the tax authorities is written-off through equity. Accordingly, income taxes payable in the combined balance sheet, as of December 31, 2018 reflects current income tax amounts actually owed to the tax authorities, as of those dates, as well as the accrual for uncertain tax positions. The write-off of current income taxes payable not actually owed to the tax authorities is included in net Parent investment in the accompanying combined balance sheet as of December 31, 2018. Deferred income taxes are recognized based upon the tax consequences of “temporary differences” by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred income tax provisions and benefits are based on the changes to the asset or liability from period to period. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax assets will not be realized. The majority of the Company’s income is generated outside of the U.S. Successor and Predecessor: The Company believes a large percentage of its shipboard service’s income is foreign-source income, not effective |
Business Combination (as restat
Business Combination (as restated) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination (as restated) | 3. Business Combination (as restated) As discussed in Note 1, Organization 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. See “Note 5” for further information regarding the changes in the carrying amount of goodwill for each unit. The following information represents the unaudited supplemental pro forma results of the Company’s 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) (unaudited): Year Ended December 31, 2019 (as restated) Revenues $ 562,233 Net Loss $ (45,989 ) 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. 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. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands, except useful life): As of December 31, Useful Life in years 2020 2019 Furniture and fixtures 5 – 7 $ 4,106 $ 2,501 Computers and equipment 3 – 8 7,659 7,216 Leasehold improvements Shorter of remaining lease term or useful life 19,376 19,467 31,141 29,184 Less: Accumulated depreciation and amortization (14,085 ) (6,443 ) $ 17,056 $ 22,741 Depreciation and amortization expense for year ended December 31, 2020 (Successor), for the periods from March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 19, 2019 (Predecessor) and for the year ended December 31, 2018 (Predecessor) was $7.6 million, $6.4 million, $1.2 million and $6.5 million, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Finite Lived Intangible Assets Net [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets 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”). As a result of the Business Combination on March 19, 2019, and the related application of acquisition accounting, the Company completed an initial preliminary valuation of goodwill as of that date of $199.4 million. As of December 31, 2019 (Successor), goodwill was adjusted due to immaterial corrections, changes in cash consideration and measurement period adjustments to $190.1 million, a decrease of $9.3 million. As a result of the effect of COVID-19 on our expected future operating cash flows and our evaluation of the economic and market conditions, and its impact on the Company’s common share price, we concluded it is more likely than not that the trade name indefinite-lived intangible asset and goodwill are impaired and performed, including work performed by third-party valuation specialists, interim impairment tests as of March 31, 2020. As a result, we concluded that the goodwill of $174.2 million and $15.9 million associated with the Maritime and Destination Resorts reporting units, respectively, was fully impaired as of March 31, 2020. Goodwill impairment charges of approximately $190 million for these reporting units are included in Goodwill and tradename intangible assets impairment in the accompanying consolidated statement of operations during the year ended December 31, 2020 (Successor) (See “Note 15”). The changes in the carrying amount of goodwill for each unit for the year ended December 31, 2020 (Successor) were as follows (in thousands): Maritime Destination Resorts Total Balance at December 31,2019 $ 174,150 $ 15,927 $ 190,077 Impairments (174,150 ) (15,927 ) (190,077 ) Balance at December 31,2020 $ - $ - $ - As a result of the interim impairment tests discussed above, we performed a fair value test applying the relief of royalty method and determined that the estimated fair value of one of our trade names is less than carrying value as of March 31, 2020. As a result, we recognized an impairment charge of $0.7 million and it is included in Goodwill and tradename intangible assets impairment in the accompanying consolidated statement of operation during the year ended December 31, 2020 (Successor). As of October 1, 2020, we performed our annual trade name indefinite-lived intangible asset impairment review and determined there was no incremental impairment. Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of December 31, 2020 (Successor) (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ (27,680 ) $ 577,020 39 Destination resort agreements 17,900 (2,095 ) 15,805 15 Trade name 6,200 (700 ) 5,500 Indefinite-life Licensing agreement 1,000 (211 ) 789 8 $ 629,800 $ (30,686 ) $ 599,114 The following is a summary of the Company’s intangible assets as of December 31, 2019 (Successor) (in thousands, except amortization period): Cost Accumulated Amortization Net Balance Weighted Average 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 year ended December 31, 2020 (Successor), for the periods from March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 19, 2019 (Predecessor) and for the year ended December 31, 2018 (Predecessor) was $16.8 million, $13.2 million, $0.8 million and $3.5 million, respectively. Amortization expense is estimated to be $16.8 million in each of the next five years beginning in 2021. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consisted of the following (in thousands): As of December 31, 2020 2019 Operative commissions $ 286 $ 4,194 Minimum cruise line commissions 2,246 4,164 Professional fees 6,034 4,538 Payroll and bonuses 4,512 2,566 Interest 2,292 339 Other 10,391 7,774 $ 25,761 $ 23,575 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 7. Long-term Debt Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate December 31, Maturities Through As of December 31, 2020 2019 2020 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 Term credit agreement 4.0% - 2024 7,000 - Total debt 234,457 227,457 Less: unamortized debt issuance cost (5,024 ) (6,050 ) Total debt, net of unamortized debt issuance cost $ 229,433 $ 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. In addition, under the New Credit Facilities, certain of our direct and indirect subsidiaries have granted the lenders a security interest in substantially all of their assets. The Term Loan Facilities require the Company to make certain mandatory prepayments, with (i) 100% of net cash proceeds of all non-ordinary course asset sales or other dispositions of property, subject to the ability to reinvest such proceeds and certain other exceptions, and subject to step downs if certain leverage ratios are met and (ii) 100% of the net cash proceeds of any debt incurrence, other than debt permitted under the definitive agreements (but excluding debt incurred to refinance the New Credit Facilities). The Company also is required to make quarterly amortization payments equal to 0.25% of the original principal amount of the First Lien Term Loan Facility commencing after the first full fiscal quarter after the closing date of the New Credit Facilities (subject to reductions by optional and mandatory prepayments of the loans). The Company may prepay (i) the First Lien Credit Facilities at any time without premium or penalty, subject to payment of customary breakage costs and a customary “soft call,” and (ii) the Second Lien Term Loan Facility at any time without premium or penalty, subject to a customary make-whole premium for any voluntary prepayment prior to the date that is 30 months following the closing date of the New Credit Facilities (the “Callable Date”), following by a call premium of (x) 4.00% on or prior to the first anniversary of the Callable Date, (y) 2.50% after the first anniversary but on or prior to the second anniversary of the Callable Date, and (z) 1.50% after the second anniversary but on or prior to the third anniversary of the Callable Date. During the fourth quarter of 2019, we prepaid principal amounts of $5 million of our First Lien Credit Facilities. The New Credit Facilities contain a financial covenant related to the maintenance of a leverage ratio and a number of customary negative covenants including covenants related to the following subjects: consolidations, mergers, and sales of assets; limitations on the incurrence of certain liens; limitations on certain indebtedness; limitations on the ability to pay dividends; and certain affiliate transactions. As of December 31, 2020 and 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 December 31, 2020 for each of the next five years (in thousands): Year Amount 2021 $ - 2022 1,776 2023 2,085 2024 9,085 2025 2,085 Thereafter Total 219,426 $ 234,457 Borrowing Capacity: As of December 31, 2020, our available borrowing capacity under the First Lien Revolving Facility was $13 million. Utilization of the borrowing capacity was as follows (in thousands): Borrowing Capacity Amount Borrowed First Lien Revolving Facility $ 20,000 $ 7,000 |
Equity and Warrant Liabilities
Equity and Warrant Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Equity and Warrant Liabilities | 8. Equity and Warrant Liabilities (as restated) Common Shares The Company is authorized to issue 250,000,000 common shares with a par value of $0.0001 per share. Pursuant to the Investment Agreement discussed below, we have amended our Articles of Incorporation (the “Articles”) and created a new class of Non-Voting Common Shares, par value $0.0001 per share. Of the authorized shares 225,000,000 are “Voting Common Shares” and 25,000,000 are “Non-Voting Common Shares.” The Non-Voting Common Shares are of equal rank to the Voting Common Shares, in terms of dividends, liquidation, preferences and all other rights and features, with the following exceptions: (i) the Non-Voting Common Shares have no voting rights, except as may be required by law; (ii) Steiner Leisure Limited (“Steiner Leisure”) may vote its Non-Voting Common Shares in favor of its director designees; and (iii) the Non-Voting Common Shares will automatically be converted to Voting Common Shares upon the occurrence of certain events set forth in the Articles. Holders of the Company’s voting common stock are entitled to one vote for each share. At December 31, 2020, there were 69,292,596 voting shares and 17,185,500 non-voting shares of OneSpaWorld common stock issued and outstanding. At December 31, 2019, there were 61,119,398 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. 2020 Private Placement (as restated) 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. We paid approximately $6.4 million of offering-related expenses (of which approximately $1.4 million is attributable to the 2020 PIPE Warrants, discussed below), resulting in total net proceeds of approximately $68.6 million. 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. At-The-Market Equity Offering On December 7, 2020, we entered into the ATM Sales Agreement with Stifel, Nicolaus & Company, Incorporated (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its common shares, par value $0.0001 per share, having an aggregate offering amount of up to $50.0 million pursuant to the shelf registration statement. During December 2020, we sold 1,259,195 shares under the ATM Sales Agreement for net proceeds of $11.1 million, after offering-related expenses paid of $0.6 million. As of December 31, 2020, there is approximately $38 million remaining available under the ATM Sales Agreement. The Company is not obligated to sell any shares under the ATM Sales Agreement. Subject to the terms and conditions of the Agreement, the Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell shares from time to time based upon the Company’s instructions, including the number of shares to be issued, the time period during which sales are requested to be made and any minimum price below sales may not be made. 2020 PIPE Warrants (as restated) The 2020 PIPE Warrants will expire on the earlier of (i) the fifth anniversary of the closing of the 2020 Private Placement or (ii) the Redemption Date (as defined below). Each Warrant entitles the holder to purchase one share of OneSpaWorld common stock at an exercise price of $5.75. The 2020 PIPE Warrants may be exercised on a “cashless” basis, in accordance with a specified formula. In addition, the Company may, at any time prior to their expiration, elect to redeem not less than all of such then-outstanding 2020 PIPE Warrants at a price of $0.01 per warrant, provided that the last sales price of the common shares reported has been at least $14.50 per share (subject to adjustment in accordance with certain specified events), on each of twenty trading days within the thirty-trading day period ending on the third business day prior to the date on which notice of the redemption is given (the “Redemption Date”), and provided that the common shares issuable upon exercise of such 2020 PIPE Warrants have been registered, qualified or are exempt from registration or qualification under the Securities Act and under the securities laws of the state of residence of the registered holder of the 2020 PIPE Warrant. As of December 31, 2020, 5,000,000 of the 2020 PIPE Warrants were issued and outstanding. We evaluated the 2020 PIPE Warrant Warrants under ASC Topic 815 and concluded that they do not meet the criteria to be classified in shareholders’ equity. Accordingly, the 2020 PIPE Warrants are classified as a liability at fair value upon issuance on June 12, 2020 and subsequently (See “Note 2”). Deferred Shares As part of the equity consideration transferred in the Business Combination on March 19, 2019, Steiner and Haymaker Sponsor, LLC (“Haymaker Sponsor”) received deferred shares which provided the right to receive 5,000,000 and 1,600,000 OneSpaWorld common stock, respectively. The issuance of the OneSpaWorld common shares related to the Deferred Shares is contingent upon the earliest occurrence of any of the following events: (i) OneSpaWorld share price reaching $20 per share for five consecutive trading dates, as adjusted to reflect any stock split, reverse stock split, stock dividend, payment of dividends and other events as defined in the applicable Deferred Shares agreement, (ii) in the event of a change of control, as defined, of the Company if the price per share paid in connection with such change in control is equal to or greater than $20; however, if the price per share paid in connection with such change in control is less than $20, then no OneSpaWorld common shares will be issued and all the rights to receive the shares will be forfeited for no consideration, and (iii) ten years from the date of the Business Combination agreement. In consideration for, among other things, Steiner Leisure providing a “back stop” for the 2020 Private Placement and Steiner Leisure’s agreement to voting limitations in respect of certain of the securities issuable to it, we issued and delivered an aggregate of 5.0 million common shares (2.8 million of Voting Common Shares and 2.2 million of Non-Voting Common Shares) to Steiner Leisure at the closing of the 2020 Private Placement, which satisfied in full the Company’s obligation to issue 5.0 million deferred common shares to Steiner Leisure pursuant to the Business Combination Agreement(the “BCA”). In addition, in order to align the incentives of certain members of the Board of Directors, the parties agreed to amend the terms of the Founder Deferred Shares (as defined in the BCA), such that, effective as of the closing of the 2020 Private Placement, such shares will be issuable upon the occurrence of any of the following: (A) the first day on which the common shares achieve a 5-day volume weighted average price equal to or greater than $10.50 (such share price, as may be adjusted, the “Price Target”); (B) in the case of a change in control of the Company, if the price per common share paid or payable in connection with such change in control is equal to or greater than the Price Target; or (C) the two-year anniversary of the closing of the 2020 Private Placement. Public Warrants (as restated) Each whole Public Warrant is exercisable to purchase one share of common stock and only whole warrants are exercisable (See Note 1). The Public Warrants became exercisable 30 days after the completion of the Business Combination. Each whole Public Warrant entitles the holder to purchase one share of OneSpaWorld common stock at an exercise price of $11.50. For the period from March 20, 2019 to December 31, 2019 (Successor Period), 1,100 Public Warrants were converted into 1,100 OneSpaWorld common shares. 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 December 31, 2020 and 2019, 16,150,379 and 16,498,900 Public Warrants were issued and outstanding, respectively. We evaluated the Public Warrants under ASC Topic 815 and concluded that upon issuance of the Non-Voting Common Shares on June 12, 2020 Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of OneSpaWorld common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless the holder purchases at least two units, the holder will not be able to receive or trade a whole warrant. The warrants will expire five years after the date of the Business Combination or earlier upon redemption or liquidation. The Company filed with the SEC a registration statement for the registration, under the Securities Act, of the shares of OneSpaWorld common stock issuable upon exercise of the warrants. This registration statement has since been declared effective by the SEC. The Company will use its reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. Sponsor Warrants (as restated) On October 19, 2017, Haymaker issued 8,000,000 Sponsor Warrants to purchase its common stock in a private placement concurrently with its IPO. In connection with the Business Combination Haymaker transferred 3,105,294 Sponsor Warrants (the “2019 PIPE Warrants”) in private placements to certain investors (the “PIPE Investors”) and to SLL. Each whole 2019 PIPE Warrant is exercisable for one whole share of OneSpaWorld common stock at a price of $11.50 per share. The proceeds from the purchase of the 2019 PIPE Warrants were used to fund a portion of the cash payment payable in connection with the consummation of the Business Combination. The 2019 PIPE Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Investors or their permitted transferees. The 2019 PIPE Warrants (including the OneSpaWorld common stock issuable upon exercise of the 2019 PIPE Warrants will not be transferable, assignable or saleable until 30 days after the Business Combination and they will not be redeemable so long as they are held by the Investors or their permitted transferees. Otherwise, the 2019 PIPE Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the 2019 PIPE Warrants are held by holders other than the Sponsor or its permitted transferees, the 2019 PIPE Warrants will be redeemable by the Company and exercisable by the holders on the same basis the Public Warrants. If holders of the 2019 PIPE Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of OneSpaWorld common stock equal to the quotient obtained by dividing (x) the product of the number of shares of OneSpaWorld common stock underlying the 2019 PIPE Warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. We evaluated the Sponsor Warrants, including the 2019 PIPE Warrants under ASC Topic 815, and concluded that upon issuance on March 19, 2019 they do not meet the criteria to be classified in shareholders’ equity. Accordingly, the Sponsor Warrants are classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020 (See “Note 2”). Dividends Declared Per Common Share In November 2019, the Company adopted a cash dividend program and declared an initial quarterly payment of $0.04 per common share. On March 24, 2020, the Company announced that it is deferring payment of its dividend declared on February 26, 2020, for payment on May 29, 2020, to shareholders of record on April 10, 2020, until the Board of Directors reapproves its payment; and withdrawing its dividend program until further notice. As of December 31, 2020, and 2019, dividends payable amounted to approximately $2.4 million which is presented as other-long term liabilities and other current liabilities in the accompanying consolidated balance sheets, respectively. |
Stock-Based Compensation (as re
Stock-Based Compensation (as restated) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation (as restated) | 9. Stock-Based Compensation (as restated) Successor: 2019 Equity Incentive Plan and Stock-Based Compensation The Company’s board of directors approved the 2019 Equity Incentive Plan (the “2019 Plan”) on March 18, 2019 and the Company’s shareholders approved the 2019 Plan on March 18, 2019. The purpose of the 2019 Plan is to make available incentives that will assist the Company to attract, retain, and motivate employees, including officers, consultants and directors. The Company may provide these incentives through the grant of share options, share appreciation rights, restricted shares, restricted share units, performance shares and units and other cash-based or share-based awards. The Equity Plan provides participants an option to defer compensation on a tax-deferred basis. Awards may be granted under the 2019 Plan to OneSpaWorld employees, including officers, directors or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. A total of 7,000,000 OneSpaWorld Shares have been authorized and reserved for issuance under the 2019 Plan. Non-cash stock-based compensation expense is included within general and administrative expense in the consolidated statements of operations. Share-based payments, to the extent they are compensatory, are recognized based on their grant date fair values. Forfeitures are recorded as they occur. Stock Based Compensation Cost Stock based compensation cost, which is included as a component of salary and payroll taxes in the accompanying consolidated statements of operations for the year ended December 31, 2020 and for the period from March 20, 2019 to December 31, 2019 was $4.9 million and $20.7 million, respectively. As of December 31, 2020, the Company had $16.1 million of total unrecognized compensation expense related to restricted stock units and performance stock units. Stock Options (as restated) On March 26, 2019 (the “Grant Date”), a total of 4,547,076 options were granted by the Company under the 2019 Plan to executive officers of the Company. The options have an exercise price of $12.99 and expire on the sixth anniversary of the Grant Date. The options were 100% vested on the Grant Date. The options become exercisable upon the five day volume weighted average price of OneSpaWorld common shares reaching $20.00 per share. The Grant Date fair value of the option was $4.48, resulting in stock-based compensation of $20,370,900 being recognized by the Company in the period from March 20, 2019 to December 31, 2019 in accordance with ASC Topic 718, Compensation – Stock Compensation. The Grant Date fair value of the option was estimated by a third-party valuation specialist using a Monte Carlo simulation in a risk-neutral framework assuming Geometric Motion, 2,500,000 trials, and using the following assumptions: Hurdle price per share $ 20.00 Strike price per share $ 12.99 Average period for hurdle price, in days 5 End of simulation term 3/26/2025 Term of simulation 6.00 years Stock price as of the Measurement Date $ 12.99 Volatility 37.5 % Risk-free rate (continuous) 2.2 % Dividend yield (quarterly after 3 years) 3.0 % Suboptimal exercise multiple 2.8x The following table shows stock options that were outstanding and vested as of December 31, 2020 and the related weighted average exercise price and weighted average grant date fair value. Number of Options (as restated) Weighted- Average Exercise Price Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 4,375,891 12.99 4.48 Vested at December 31, 2020 4,375,891 $ 12.99 $ 4.48 The weighted average estimated fair value of options granted during the period from March 20, 2019 to December 31, 2019 was $4.48. On December 31, 2020, our outstanding stock options had no intrinsic value since the closing price on that date of $10.14 per share was below the weighted average exercise price of our outstanding stock options. Restricted Share Units The Company’s restricted stock units (“RSUs”) have been issued to employees and directors with vesting periods ranging from one year to three years and vest based solely on service conditions. RSUs become unrestricted common stock upon vesting on a one-for-one basis. The cost of these awards is determined using the fair value of our common stock on the date of the grant, and compensation expense is recognized over the vesting The following is a summary of RSUs activity for the year ended December 31, 2020: Restricted Share Units Activity Number of Awards Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (In thousands) (1) Non-Vested share units as of December 31, 2019 60,902 $ 15.60 Granted 1,833,821 7.33 Vested (54,491 ) 15.60 Forfeited (9,117 ) 15.62 Non-Vested share units as of December 31, 2020 1,831,115 $ 7.32 $ 18,568 (1) The aggregate intrinsic value is calculated based on the fair value of $10.14 per share of the Company’s common stock on December 31, 2020 due to the fact that the performance stock units carry a $0 purchase price. The total fair value of restricted stock units that vested in 2020, based on the market price of the underlying shares on that day of vesting, was $0.3 million. There were 1,833,821 and 60,902 restricted share units granted during the year ended December 31, 2020 and 2019, respectively. The weighted average estimated fair value of RSUs granted during the period from March 20, 2019 to December 31, 2019 was $15.60 . Performance Share Units The Company grants certain senior-level employees performance share units that generally vest based on either performance and time-based service condition (“Performance Condition-Based Awards”) or market and time-based service conditions (“Market Condition-Based Awards”) which are referred to herein as Performance Share Units (“PSUs”). The number of shares of common stock underlying each award is determined at the end of the performance period. In order to vest, the employee must be employed by the Company, with certain contractual exclusions, at the end of the performance period. Performance Condition-Based Awards On January 21, 2020, the Company granted 181,316 PSUs to certain employees which vest upon the achievement of certain pre-established performance target established for the 2020 calendar year and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through January 21, 2023. 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. In December 2020, the Company’s compensation committee approved the waiver of the performance condition after considering the severe interruption of the Company’s business and operations resulting from the unforeseen circumstances of COVID-19 and the material adverse impact on the Company’s share price. As a result of this modification, the performance share unit awards were revalued as of the date of the modification to $8.76 per share, based on the market price of the underlying shares Market Condition-Based Awards On August 18, 2020, the Company granted 1,003,000 performance share unit awards (“PSUs”) to certain executive officers. The PSUs expire on the sixth anniversary of the Grant Date. The PSUs are converted into shares of common stock upon vesting on a one-for-one basis. The PSU’s will vest upon achievement of the twenty-day volume weighted average price of OneSpaWorld common shares reaching the following hurdle prices: Hurdle Price Percentage of PSU's Vested $ 7.24 25% $ 8.83 25% $ 10.41 25% $ 12.00 25% On October 1, 2020, the Company granted 166,667 PSUs to an executive officer. The PSUs expire on the sixth anniversary of the Grant Date. The PSUs are converted into shares of common stock upon vesting on a one-for-one basis. The PSUs will vest upon achievement of the five-day volume weighted average price of OneSpaWorld common shares reaching $12 per share. On October 13, 2020, the Company granted 83,333 PSUs as an inducement grant outside of the 2019 Plan to an executive officer. The PSU’s expire on the sixth anniversary of the Grant Date. The PSUs are converted into shares of common stock upon vesting on a one-for-one basis. The PSUs will vest upon achievement of the twenty-day volume weighted average price of OneSpaWorld common shares reaching the following hurdle prices: Hurdle Price Percentage of PSU's Vested $ 8.39 25% $ 9.59 25% $ 10.80 25% $ 12.00 25% Grant date fair values of the market condition-based awards and the derived service periods assigned to the PSUs were estimated by a third-party valuation specialist using a Monte Carlo simulation in a risk-neutral framework assuming Geometric Motion, 100,000 trials, and using the following assumptions: August 18, 2020 October 1, 2020 October 13, 2020 Hurdle prices per share $7.24, $8.83, $10.41, $12.00 $ 12.00 $8.39, $9.59, $10.80, $12.00 End of simulation term August 18, 2026 October 1, 2026 October 13, 2026 Term of simulation 6 years 6 years 6 years Stock price as of measurement date $ 5.65 $ 6.47 $ 6.99 Volatility 54.13% 54.80% 54.92% Risk-free rate (continuous) 0.37% 0.36% 0.41% PSUs Activity The following is a summary of PSUs activity for the year ended December 31, 2020: Performance Share Unit Activity Number of Market Based-Awards Weighted-Average Grant Date Fair Value Number of Performance -Based Awards Weighted-Average Grant Date Fair Value Non-Vested share units as of December 31, 2019 - $ - - $ - Granted 1,253,000 4.81 181,316 15.67 Vested (271,584 ) 4.76 (48,690 ) 15.67 Forfeited - - (2,706 ) 15.67 Non-Vested share units as of December 31, 2020 981,416 $ 4.83 129,920 $ 15.67 No PSUs were granted during the periods from March 20, 2019 to December 31, 2019. The total fair value of market and performance based-PSUS that vested in 2020 was $2.6 million and $0.4 million, respectively, based on the market price of the underlying shares on that day of vesting. As of December 31, 2020, there was total unrecognized compensation cost related to non-vested market and performance-based PSUs of $3.6 million and $1.1 million, respectively. The costs are expected to be recognized over the weighted-average period of approximately 1.5 years and 2 years, respectively. The aggregate intrinsic value of PSUs as of December 31, 2020 was $11.3 million. The aggregate intrinsic value of PSUs is based on the number of nonvested PSUs and the market value of the Company’s common stock as of December 31, 2020. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 10. Noncontrolling Interest 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 destination 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 year ended December 31, 2020 (Successor) due to the purchase of noncontrolling interest by the Company as follows (in thousands): Year Ended December 31, 2020 Decrease in noncontrolling interest $ (4,113 ) Decrease in additional paid-in capital (6,697 ) |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 11. Revenue Recognition The Company's revenue generating activities include the following: Service Revenues Service revenues consist primarily of sales of health, wellness and beauty services, including a full range of massage treatments, facial treatments, nutritional/weight management consultations, teeth whitening, mindfulness services and medi-spa services to cruise ship passengers and destination resort guests. Each service or consultation represents a separate performance obligation and revenues are generally recognized immediately upon the completion of our service. Given the short duration of our performance obligation, although some services are recognized over time, there is no 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 $0.7 million and $0.8 million as of December 31, 2020 and 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 Receivables from the Company’s contracts with customers are included within accounts receivables, net in the consolidated balance sheets. Such amounts are typically remitted to us by our cruise line or destination resort partners, except for online sales, and are net of commissions they withhold. Although paid by our cruise line partners, customers are typically required to pay with major credit cards, reducing our credit risk to individual customers. Amounts are billed immediately, and our cruise line and destination resort partners typically remit payments to us within 30 days. As of December 31, 2020 and 2019, our receivables from contracts with customers were $3.0 million and $30.5 million, respectively. Costs incurred to enter into new or to renew long-term contracts are capitalized and amortized to cost of revenues over the term of the contract. Our contract liabilities for gift cards and customer loyalty programs are described above and have increased primarily due to advance payments for gift cards and been reduced for redemptions. Disaggregation of Revenue and Segment Reporting The Company operates facilities on cruise ships and in destination resorts, where we provide health, fitness, beauty and wellness services and sell related products. The Company’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 Consolidated Combined Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Service Revenues: Maritime $ 81,395 $ 308,090 $ 81,170 $ 368,498 Destination resorts 12,287 31,703 10,110 42,429 Total service revenues 93,682 339,793 91,280 410,927 Product Revenues: Maritime 23,441 99,308 25,794 123,761 Destination resorts 975 2,003 633 2,524 Timetospa.com 2,827 2,677 745 3,566 Total product revenues 27,243 103,988 27,172 129,851 Total revenues $ 120,925 $ 443,781 $ 118,452 $ 540,778 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes (as restated) (Loss) Successor Predecessor Consolidated (as restated) Combined Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 U.S. $ (12,294 ) $ (19,901 ) $ 115 $ 2,871 Foreign (274,869 ) (12,154 ) (24,787 ) 11,960 $ (287,163 ) $ (32,055 ) $ (24,672 ) $ 14,831 The income tax expense (benefit) consists of the following (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 U.S. Federal $ 1,309 $ (340 ) $ (39 ) $ 461 U.S. State 51 89 57 159 Foreign (546 ) 131 91 468 814 (120 ) 109 1,088 Current (761 ) 523 118 1,089 Deferred 1,575 (643 ) (9 ) (1 ) $ 814 $ (120 ) $ 109 $ 1,088 A reconciliation of the difference between the expected income tax expense (benefit) using the U.S. federal tax rate and our actual provision is as follows (in thousands): Successor Predecessor Consolidated (as restated) Combined Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Provision using statutory U.S. federal tax rate $ (60,304 ) $ (6,731 ) $ (5,162 ) $ 3,114 Foreign rate differential 16,530 2,378 4,780 (1,730 ) Prior period true up adjustment (1,798 ) - - - State taxes 178 89 - 126 Change in valuation allowance 5,454 4,093 - (439 ) Permanent differences 40,865 168 346 141 Uncertain tax position - - - (68 ) Other (111 ) (117 ) 145 (56 ) Total $ 814 $ (120 ) $ 109 $ 1,088 The difference between the expected provision for income taxes using the 21% U.S. federal income tax rate for 2020 and 2019 (Successor and Predecessor) and 2018 (Predecessor), and the Company’s actual provision is primarily attributable to the change in valuation allowance, foreign rate differential including income earned in jurisdictions not subject to income taxes, and prior period true- up adjustment. A reconciliation of the beginning and ending amounts of uncertain tax positions, excluding interest and penalties, is as follows (in thousands): Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Beginning balance $ 1,663 $ 1,663 $ 1,697 $ 1,781 Gross (decreases) increases—prior period tax position - - (34 ) (84 ) Ending balance $ 1,663 $ 1,663 $ 1,663 $ 1,697 As of December 31, 2020, the Company accrued $4.4 The Company classifies interest and penalties on uncertain tax positions as a component of provision for income taxes in the consolidated and combined statements of operations. Accrued interest and penalties related to uncertain tax positions as of December 31, 2020 and 2019, amounted to $2.6 million and $2.2 million respectively, and are included in income tax contingency in the accompanying consolidated and combined balance sheets. Deferred income taxes consist of the following (in thousands): As of December 31, 2020 2019 Deferred income tax assets: Stock options $ 5,809 $ 4,807 Inventory reserves 16 36 Allowance for doubtful accounts 12 8 Depreciation and amortization 2,351 1,274 Other reserves and accruals 430 144 Gift certificates 202 185 Net operating losses 3,833 749 Total deferred income tax assets 12,653 7,203 Less valuation allowance (11,543 ) (5,157 ) Deferred income tax asset, net $ 1,110 $ 2,046 Deferred income tax liability $ (1,012 ) $ (375 ) Net deferred income tax asset $ 98 $ 1,671 The valuation allowance increased by $6.4 million in 2020, primarily stemming from the assessment of realizability of the deferred tax asset. As of December 31, 2020, we had approximately $15.7 million of foreign tax operating loss carryforwards expiring as follows (in millions): Expires 2021 $ 0.6 2022 0.3 2023 0.5 2024 0.4 2025 1.4 2026 0.3 2027 0.6 2028 0.2 2030 0.3 Indefinite 11.1 Total $ 15.7 As the Company accounts for income taxes under the separate return method for the predecessor period, the combined statements of equity for period from January 1, 2019 to March 19, 2019 (Predecessor) and for the year ended December 31, 2018 (Predecessor) include $0.03 million, $1.2 million of current income taxes payable that were included in net Parent investment, as such income taxes are not actually owed to the tax authorities. The Company is subject to routine audits by U.S. federal, state, local and foreign tax authorities. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. The tax years 2015-2019 remain subject to examination by taxing authorities throughout the world in major jurisdictions, such as the U.S. and Italy. In November 2016, the Company was notified by a foreign tax authority of a disagreement over how the withholding tax exemption was applied on dividend distributions. On February 17, 2017, the Company received a formal assessment related to this matter. The Company is disputing the assessment and believes that adequate accrual has been established for this matter. The Company has included $(0.1) million and $0.5 million of unrecognized tax benefit in the provision for income taxes for the year ended December 31, 2018 (Predecessor) which comprises the impact of foreign exchange movements on the income tax contingency accrual. U.S. Tax Reform On December 22, 2017, the U.S. enacted significant changes to tax law following the passage and signing of The Tax Cuts and Jobs Act (“TCJA”). The Company has completed the analysis of the tax accounting implications of the TCJA during the year ended December 31, 2018 in accordance with the terms of SEC Staff Bulletin 118. The Company did not record any adjustments in the year ended December 31, 2018 to provisional amounts that were material to its combined financial statements. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | 13. Commitment and Contingencies Cruise Line Agreements A large portion of the Company’s revenues are generated on cruise ships. The Company has entered into agreements of varying terms with the cruise lines under which services and products are paid for by cruise passengers. These agreements provide for the Company to pay the cruise line commissions for use of their shipboard facilities, as well as fees for staff shipboard meals and accommodations. These commissions are based on a percentage of revenue, a minimum annual amount, or a combination of both. Some of the minimum commissions are calculated as a flat dollar amount while others are based upon minimum passenger per diems for passengers actually embarked on each cruise of the respective vessel. Staff shipboard meals and accommodations are charged by the cruise lines on a per staff per day basis. The Company recognizes all expenses related to cruise line commissions, minimum guarantees, and staff shipboard meals and accommodations, generally, as they are incurred and includes such expenses in cost of revenues and operating expenses in the accompanying consolidated and combined statements of operations. For cruises in process at period end, an accrual is made to record such expenses in a manner that approximates a pro-rata basis. In addition, staff-related expenses such as shipboard employee commissions are recognized in the same manner. Pursuant to agreements that provide for minimum commissions, the Company guaranteed total minimum payments to cruise line (excluding payments based on minimum amounts per passenger per day of a cruise applicable to certain ships served by us. As of December 31, 2020, there were no minimum payment guarantee amounts as a result of our cruise lines partners cessation in guest cruise operations during 2020. Revenues from passengers of each of the following cruise line companies accounted for more than ten percent of the Company’s total revenues in 2020 and 2019 periods from March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 19, 2019 (Predecessor) and the year ended December 31, 2018 (Predecessor), respectively: Carnival (including Carnival, Carnival Australia, Costa, Holland America, P&O, Princess and Seabourn cruise lines): 43.4%, 46.7%, 46.7%, and 48.5% ; Royal Caribbean (including Royal Caribbean, Pullmantur, Celebrity, Azamara and Silversea cruise lines): 20.9%, 22.7%, 24.6% and 21.0% ; and Norwegian Cruise Line (including Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises) 16.3%, 15.2%, 12.9% and 13.8%. Operating Leases The Company leases office and warehouse space, as well as office equipment and automobiles, under operating leases. The Company also makes certain payments to the owners of the venues where destination resort health and wellness centers are located. Destination resort health and wellness centers generally require rent based on a percentage of revenues, with some locations having escalating percentages at different revenue amounts. In addition, as part of the rental arrangements for some of the destination resort health and wellness centers, the Company is required to pay a minimum annual rental regardless of whether such amount would be required to be paid under the percentage rent arrangement. Substantially all of these arrangements include renewal options ranging from three to five years. Rent expense consist of (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Minimum rentals $ 3,791 $ 5,173 $ 1,573 $ 7,087 Contingent rentals 1,703 2,039 689 2,450 $ 5,494 $ 7,212 $ 2,262 $ 9,537 Minimum annual commitments under operating leases at December 31, 2020 are as follows (in thousands): Year Amount 2021 $ 3,194 2022 2,867 2023 2,506 2024 2,560 2025 2,619 Thereafter 9,370 $ 23,116 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) by Component | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | 14. Changes in Accumulated Other Comprehensive Income (Loss) by Component The following table presents the changes in accumulated other comprehensive income (loss) by component for the year ended December 31, 2020, the periods from March 20, 2019 to December 31, 2019 (Successor) and January 1, 2019 to March 19, 2019 (Predecessor) and the year ended December 31, 2018, respectively (in thousands): Successor Predecessor Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2020 Accumulated Other Comprehensive Income (Loss) for the Period March 20, 2019 to December 31, 2019 Accumulated Other Comprehensive Income (Loss) for the period from January 1, 2019 to March 19, 2019 (2) Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2018 (2) Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Foreign Currency Translation Adjustments Foreign Currency Translation Adjustments Accumulated other comprehensive income (loss), beginning of the period $ (183 ) $ 902 $ 719 $ - $ - $ - $ (649 ) $ (356 ) Other comprehensive (loss) income before reclassifications (377 ) (7,215 ) (7,592 ) (183 ) 1,109 926 (165 ) (293 ) Amounts reclassified from accumulated other comprehensive income (loss) - 1,398 1,398 - (207 ) (207 ) - - Net current period other comprehensive (loss) income (377 ) (5,817 ) (6,194 ) (183 ) 902 719 (165 ) (293 ) Ending balance $ (560 ) $ (4,915 ) $ (5,475 ) $ (183 ) $ 902 $ 719 $ (814 ) $ (649 ) (1) See Note 15. (2) For the period from January 1, 2019 to March 19, 2019 (Predecessor) and the year ended December 31, 2018 (Predecessor) the only component of other comprehensive income (loss) was foreign currency translation adjustments. |
Fair Value Measurements and Der
Fair Value Measurements and Derivatives (as restated) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Derivatives (as restated) | 15. Fair Value Measurements and Derivatives (as restated) Fair Value Measurements The fair value of outstanding long-term debt as of December 31, 2020 is estimated using a discounted cash flow analysis based on current market interest rates for debt issuances with similar remaining years-to-maturity and adjusted for credit risk, which represents a Level 3 measurement in the fair value hierarchy. The carrying amounts and estimated fair values of the Company's long-term debt at December 31, 2020 were as follows (in thousands): Carrying Value Estimated Fair Value First lien term loan facility $ 202,457 $ 188,560 Second lien term loan facility 25,000 20,950 Term credit agreement 7,000 6,680 Total debt $ 234,457 $ 216,190 The Company’s outstanding long-term debt as of December 31, 2019 was originated in 2019 and bears variable interest rates. As a result, the Company believes that the fair value of long-term debt as of December 31, 2019 approximates its carrying amount. Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands): Fair Value Measurements at December 31, 2020 Fair Value Measurements at December 31, 2019 Description Balance Sheet Location Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Derivative financial instruments (1) Other current assets $ - $ - $ - $ - $ 250 $ - $ 250 $ - Derivative financial instruments (1) Other non-current assets - - - - 652 - 652 - Total Assets $ - $ - $ - $ - $ 902 $ - $ 902 $ - Liabilities: Derivative financial instruments (1) Other current liabilities $ 1,796 - $ 1,796 - - - - - Warrant liabilities Warrant liabilities 110,700 - 110,700 - 53,900 - 53,900 - Derivative financial instruments (1) Other long term liabilities 3,119 - 3,119 - - - - - Total Liabilities $ 115,615 $ - $ 115,615 $ 53,900 $ - $ 53,900 $ - (1) Consists of an interest rate swap. Warrants (as restated) Public and 2020 PIPE Warrants The fair value of the Public and PIPE Warrants are considered a Level 2 valuation and is determined using the Monte Carlo model. The significant assumptions which the Company used in the model are: December 31, 2020 (as restated) Public Warrants 2020 PIPE Warrants Stock price $ 10.14 $ 10.14 Strike price $ 11.50 $ 5.75 Remaining life (in years) 3.22 4.45 Volatility 54.0 % 54.0 % Interest rate 0.2 % 0.3 % Redemption price $ 18.00 $ 14.50 Sponsor Warrants The fair value of the Sponsor Warrants is considered a Level 2 valuation and is determined using the Black-Scholes model. The significant assumptions which the Company used in the model are: December 31, 2020 (as restated) Stock price $ 10.14 Strike price $ 11.50 Remaining life (in years) 3.22 Volatility 54.0 % Interest rate 0.2 % Dividend yield 0.0 % 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. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over The Company monitors concentrations of credit risk associated with financial and other institutions with which the Company conducts significant business. Credit risk, including but not limited to, counterparty nonperformance under derivatives, is not considered significant, as the Company primarily conducts business with large, well-established financial institutions with which the Company has established relationships, and which have credit risks acceptable to the Company. The Company does not anticipate non-performance by its counterparty. The amount of the Company’s credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position. In September 2019, the Company entered into a floating-to-fixed interest rate swap agreement to make a series of payments based on a fixed interest rate of 1.457% and receive a series of payments based on the greater of 1 Month USD LIBOR or Strike which is used to hedge the Company’s exposure to changes in cash flows associated with its variable rate Term Loan Facilities and has designated this derivative as a cash flow hedge. Both the fixed and floating payment streams are based on a notional amount of $174.7 million at the inception of the contract. The interest rate swap agreement has a maturity date of September 19, 2024. As of December 31, 2020 and 2019, the notional amount is $151.4 million and $173.9 million, respectively. 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 consolidated financial statements was as follows (in thousands): Derivative Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 Interest rate swap $ (7,215 ) $ 1,109 Interest expense $ 1,398 $ (207 ) Total $ (7,215 ) $ 1,109 $ 1,398 $ (207 ) Predecessor: During for the period from January 1, 2019 to March 19, 2019 and for the year ended December 31, 2018, the Company did not enter into or transact any derivative contracts. 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 year ended December 31, 2020. See “Note 5” – “Goodwill and Other Intangible Assets”. The determination of our reporting units' goodwill and trade name fair values includes numerous assumptions that are subject to various risks and uncertainties. We applied the income approach to estimate the fair value of the reporting units. The income approach estimates the fair value by discounting each reporting unit’s estimated future cash flows using the company estimate of the discount rate, or expected return, that a market participant would have required as of the valuation date. Significant assumptions in the income approach, all of which are considered Level 3 inputs, include the estimated future net annual cash flows for each reporting unit and the discount rate. The discount rates utilized to value the Maritime and Destination Resorts reporting units were approximately 14% and 12.5%, respectively, which were determined depending on the risk and uncertainty inherent in the respective reporting unit. The trade name was valued through application of the relief from royalty method and the significant assumptions used in the valuation |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 16. Transactions with Related Parties Predecessor: The Company purchases beauty products for resale to its customers from an entity that was formerly a wholly-owned subsidiary of the Parent through March 1, 2019. In 2017, the Company entered into a supply agreement with a wholly-owned subsidiary of the Parent, which established the prices at which beauty products will be purchased by the Company from the supplier for a term of ten years. This supply agreement was subsequently amended and restated in 2018. Purchases of beauty products from related parties and cost of revenues are as follows (in thousands): Predecessor January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Purchases $ 2,026 $ 25,491 Cost of revenues $ 1,828 $ 22,995 The Company entered into a loan agreement with a wholly-owned subsidiary of the Parent, for €5.0 million on February 25, 2016. The note receivable is due in full by January 3, 2021 and bears an annual interest rate of 7.50%. The note receivable is accounted for on an amortized cost basis, and interest is recognized using the effective interest rate method. On July 27, 2018, the Parent settled the outstanding principal amount and all accrued interest under this loan agreement. This note receivable from affiliate of Parent and related unpaid accrued interest forgiven by Parent totaling approximately $6.8 million were considered contributions of capital from the Parent in the consolidated and combined financial statements of the Company. Interest income earned on the loan was $0.2 million for the year ended December 31, 2018 (Predecessor), which is included in the consolidated and combined statements of operations. The Company received services and support from various functions performed by the Parent until December 31, 2019. These expenses related to allocations of Parent corporate overhead. Included in Salary and Payroll taxes and Administrative expenses in the combined statement of operations for the year ended December 31, 2018 (Predecessor) were $9.1 million and $2.6 million, respectively. Successor: One Spa World LLC, a subsidiary of OneSpaWorld, entered into a transition services agreement, concurrent with the closing of the Business Combination, with Steiner Management Services, LLC (“SMS”), which became effective at the time of the closing. This agreement provides for the provision by SMS and its affiliates and third-party providers of certain services, including accounting, information technology and legal services, to certain subsidiaries of OneSpaWorld until December 31, 2020. Effective December 31, 2019, the Company and 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. 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 was terminated effective on December 31, 2020 and provides that SMS will pay the Company for its services. As discussed in Note 8 – “Equity”, on April 30, 2020, we entered into the Investment Agreement with Investors, including members of our management and Board of Directors. Pursuant to the Investment Agreement, we completed the 2020 Private Placement. Predecessor and Successor: 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 OSW will manage the operation 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 December 31, 2020, one health and wellness center remains subject to lease and ongoing operations. OSW Predecessor entered into an Executive Services Agreement, concurrent with the closing of the Business Combination, with Nemo Investor Aggregator, Limited (“Nemo”), the parent company of Steiner Leisure, which became effective at the time of the closing. The agreement provides that after the closing of the Business Combination, Leonard Fluxman and Stephen Lazarus are to be made available to provide certain transition services to Nemo until December 31, 2020, in exchange for $850,000. Effective March 31, 2020, the Company and Nemo terminated the Executive Services Agreement. The Company has determined it to be in its best interests to have Mr. Fluxman and Mr. Lazarus be unrestricted in any respect regarding their availability to manage the Company’s business, particularly during the current unprecedented conditions caused by the global COVID-19 pandemic. On August 3, 2018, OSW entered into a lease of office space in Coral Gables, Florida (the “Coral Gables Lease”) with an initial lease term of twelve years and options to renew for two periods of five years each. Additionally, on August 3, 2018, OSW entered into a sublease of the Coral Gables Lease with SMS, with an initial term of five years and an annual rent amount of approximately $480,000. Effective August 12, 2020, the Company and SMS have terminated the sublease of the Coral Gables Lease (the “Sublease”). The total fee for all the aforementioned agreements received by the Company (Successor) in 2020 was $0.5 million, of which during the year ended December 31, 2020, the Company recorded approximately $0.2 million and $0.3 million, respectively, as a reduction of salary and payroll taxes expenses and service revenues related to these agreements. |
Profit Sharing Plans
Profit Sharing Plans | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Profit Sharing Plans | 17. Profit Sharing Plans Eligible employees participate in the Company’s profit sharing retirement plan (Successor and Predecessor) and a profit sharing plan of the Parent (Predecessor), which are qualified under Section 401(k) of the Internal Revenue Code. With respect to the Parent’s profit sharing retirement plan, the Company’s Parent makes discretionary annual matching contributions in cash based on a percentage of eligible employee compensation deferrals. The contribution to the plans, included in salary and payroll taxes in the consolidated and combined statements of operations, for the year ended December 31, 2020 (Successor), for the periods March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 19, 2019 (Predecessor), and for the year ended December 31, 2018 (Predecessor) |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 18. Segment and Geographic Information The Company operates facilities, provides health and wellness services, and sells beauty products onboard cruise ships and at destination resort health and wellness centers. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, products, services, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief executive officer, who is the Company’s chief operating decision maker (CODM), in determining how to allocate the Company’s resources and evaluate performance. The basis for determining the geographic information below is based on the countries in which the Company operates. The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, 2020 March 20,2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Revenues: U.S. $ 11,585 $ 25,950 $ 6,008 $ 27,166 Not connected to a country 102,420 399,675 106,886 491,244 Other 6,920 18,156 5,558 22,368 Total $ 120,925 $ 443,781 $ 118,452 $ 540,778 As of December 31, 2020 2019 Property and equipment, net: U.S. $ 7,145 $ 9,965 Not connected to a country 6,242 6,826 Other 3,669 5,950 Total $ 17,056 $ 22,741 |
Quarterly Selected Financial Da
Quarterly Selected Financial Data (as Restated) (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Selected Financial Data (as Restated) (Unaudited) | 19. Quarterly Selected Financial Data (as restated) (Unaudited) (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Successor Predecessor Successor Successor Successor Consolidated Combined Consolidated Consolidated Consolidated Three Months Ended March 31, 2020 March 20, 2019 to March 31, 2019 January 1, 2019 to March 19, 2019 Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Three Months Ended December 31, 2020 Three Months Ended December 31, 2019 Revenues $ 114,307 $ 19,014 $ 118,452 $ 998 $ 140,430 $ 1,789 $ 144,901 $ 3,831 $ 139,436 Operating (loss) income $ (193,146 ) $ (21,276 ) $ (14,943 ) $ (27,421 ) $ 8,098 $ (19,371 ) $ 8,338 $ (25,066 ) $ 5,964 Net (loss) Income $ (148,362 ) $ (30,279 ) $ (24,781 ) $ (20,693 ) $ 959 $ (47,547 ) $ 4,270 $ (71,375 ) $ (6,885 ) Net (loss) income attributable to common shareholders and Parent, respectively $ (148,362 ) $ (30,383 ) $ (25,459 ) $ (20,693 ) $ 9 $ (47,547 ) $ 2,962 $ (71,375 ) $ (7,857 ) Basic (loss) earnings per share $ (2.43 ) $ (0.50 ) - $ (0.31 ) $ 0.00 $ (0.56 ) $ 0.05 $ (0.84 ) $ (0.13 ) Diluted (loss) earning per share $ (3.23 ) $ (0.50 ) - $ (0.31 ) $ 0.00 $ (0.56 ) $ 0.04 $ (0.84 ) $ (0.13 ) Basic weighted average shares outstanding 61,169 61,118 - 65,916 61,118 84,968 61,118 85,148 61,118 Diluted weighted average shares outstanding 61,522 61,118 - 65,916 72,047 84,968 75,011 85,148 61,118 Correction of Immaterial Errors 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 a cash outflow within financing activities. The effect of correcting such classification error for the respective previously reported interim 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 consolidated statements of operations or the consolidated balance sheet in any of the periods previously presented. Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements In lieu of filing amended quarterly reports on Form 10-Q, the following tables represent our restated unaudited condensed consolidated financial statements for each of the quarters during the year ended December 31, 2020 and the periods from March 20, 2019 to December 31, 2019. (See Note 1, “Restatement of Previously Issued Consolidated Financial Statements”, for additional information. Following the restated consolidated financial statement tables, we have presented a reconciliation from our prior periods, as previously reported, to the restated amounts. The amounts as previously reported were derived from our Quarterly Reports on Form 10-Q for the interim periods of 2020 and 2019; and from the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed on March 10, 2021 . The following represents the reconciliation of our unaudited interim Condensed Consolidated Statements of Operations and our Consolidated Statements of Comprehensive Income for the three-months ended March 31, June 30, September 30, and December 31, 2020. Three months ended March 31, 2020 Three months ended June 30, 2020 Three months ended September 30, 2020 Three months ended December 31, 2020 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Consolidated and Combined Statements of Operations Interest expense and warrant issuance costs $ (3,743 ) $ - $ (3,743 ) $ (4,001 ) $ (1,386 ) $ (5,387 ) $ (3,483 ) $ - $ (3,483 ) $ (3,476 ) $ - $ (3,476 ) Change in fair value of warrant liabilities $ - $ 50,300 $ 50,300 $ - $ 12,100 $ 12,100 $ - $ (25,100 ) $ (25,100 ) $ - $ (43,400 ) $ (43,400 ) Total other expense, net $ (3,743 ) $ 50,300 $ 46,557 $ (4,001 ) $ 10,714 $ 6,713 $ (3,464 ) $ (25,100 ) $ (28,564 ) $ (3,465 ) $ (43,400 ) $ (46,865 ) (Loss) income before income tax expense (benefit) $ (196,889 ) $ 50,300 $ (146,589 ) $ (31,422 ) $ 10,714 $ (20,708 ) $ (22,835 ) $ (25,100 ) $ (47,935 ) $ (28,531 ) $ (43,400 ) $ (71,931 ) Net (loss) income $ (198,662 ) $ 50,300 $ (148,362 ) $ (31,407 ) $ 10,714 $ (20,693 ) $ (22,447 ) $ (25,100 ) $ (47,547 ) $ (27,975 ) $ (43,400 ) $ (71,375 ) Comprehensive (loss) income $ (205,148 ) $ 50,300 $ (154,848 ) $ (31,909 ) $ 10,714 $ (21,195 ) $ (21,965 ) $ (25,100 ) $ (47,065 ) $ (27,663 ) $ (43,400 ) $ (71,063 ) Net loss per voting and non-voting share Basic $ (3.25 ) $ 0.82 $ (2.43 ) $ (0.48 ) $ 0.16 $ (0.31 ) $ (0.26 ) $ (0.30 ) $ (0.56 ) $ (0.33 ) $ (0.51 ) $ (0.84 ) Diluted $ (3.25 ) $ 0.02 $ (3.23 ) $ (0.48 ) $ 0.16 $ (0.31 ) $ (0.26 ) $ (0.30 ) $ (0.56 ) $ (0.33 ) $ (0.51 ) $ (0.84 ) The following the reconciliation of our unaudited interim Condensed Consolidated Statements of Operations and our Consolidated Statements of Comprehensive Income for the period from March 20, 2019 to March 31, 2019, and for the three-months ended June 30, September 30, and December 31, 2019 . March 20, 2019 to March 31, 2019 Three months ended June 30, 2019 Three months ended September 30, 2019 Three months ended December 31, 2019 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Consolidated and Combined Statements of Operations Change in fair value of warrant liabilities $ - $ (7,700 ) $ (7,700 ) $ - $ (3,600 ) $ (3,600 ) $ - $ 600 $ 600 $ - $ (9,000 ) $ (9,000 ) Total other expense, net $ (557 ) $ (7,700 ) $ (8,257 ) $ (4,271 ) $ (3,600 ) $ (7,871 ) $ (4,571 ) $ 600 $ (3,971 ) $ (4,080 ) $ (9,000 ) $ (13,080 ) (Loss) income before income tax expense (benefit) $ (21,833 ) $ (7,700 ) $ (29,533 ) $ 3,827 $ (3,600 ) $ 227 $ 3,767 $ 600 $ 4,367 $ 1,884 $ (9,000 ) $ (7,116 ) Net (loss) income $ (22,579 ) $ (7,700 ) $ (30,279 ) $ 4,559 $ (3,600 ) $ 959 $ 3,670 $ 600 $ 4,270 $ 2,115 $ (9,000 ) $ (6,885 ) Net (loss) income attributable to common shareholders and Parent, respectively $ (22,683 ) $ (7,700 ) $ (30,383 ) $ 3,609 $ (3,600 ) $ 9 $ 2,362 $ 600 $ 2,962 $ 1,143 $ (9,000 ) $ (7,857 ) Comprehensive (loss) income attributable to common shareholders and Parent $ (23,508 ) $ (7,700 ) $ (31,208 ) $ 3,479 $ (3,600 ) $ (121 ) $ 2,422 $ 600 $ 3,022 $ 2,757 $ (9,000 ) $ (6,243 ) Net loss per voting and non-voting share Basic $ (0.37 ) $ (0.13 ) $ (0.50 ) $ 0.06 $ (0.06 ) $ 0.00 $ 0.04 $ 0.01 $ 0.05 $ 0.02 $ (0.15 ) $ (0.13 ) Diluted $ (0.37 ) $ (0.13 ) $ (0.50 ) $ 0.05 $ (0.05 ) $ 0.00 $ 0.03 $ 0.01 $ 0.04 $ 0.02 $ (0.15 ) $ (0.13 ) The following represents the reconciliation of our unaudited interim Condensed Consolidated Statements of Operations and our Condensed Consolidated Statements of Comprehensive Income for the six and nine-months ended June 30, 2020 and September 30, 2020, and for the periods from March 20, 2019 to June 30, 2019 and from March 20, 2019 to September 30, 2019 . Six months ended June 30, 2020 Nine months ended September 30, 2020 March 20, 2019 to June 30, 2019 March 20, 2019 to September 30, 2019 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Consolidated and Combined Statements of Operations Interest expense and warrant issuance costs $ (7,744 ) $ (1,386 ) $ (9,130 ) $ (11,227 ) $ (1,386 ) $ (12,613 ) $ (4,828 ) $ - $ (4,828 ) $ (11,227 ) $ - $ (11,227 ) Change in fair value of warrant liabilities $ - $ 62,400 $ 62,400 $ - $ 37,300 $ 37,300 $ - $ (11,300 ) $ (11,300 ) $ - $ (10,700 ) $ (10,700 ) Total other expense, net $ (7,744 ) $ 61,014 $ 53,270 $ (11,208 ) $ 35,914 $ 24,706 $ (4,828 ) $ (11,300 ) $ (16,128 ) $ (9,399 ) $ (10,700 ) $ (20,099 ) (Loss) income before income tax expense (benefit) $ (228,311 ) $ 61,014 $ (167,297 ) $ (251,146 ) $ 35,914 $ (215,232 ) $ (18,006 ) $ (11,300 ) $ (29,306 ) $ (14,239 ) $ (10,700 ) $ (24,939 ) Net (loss) income $ (230,069 ) $ 61,014 $ (169,055 ) $ (252,516 ) $ 35,914 $ (216,602 ) $ (18,020 ) $ (11,300 ) $ (29,320 ) $ (14,350 ) $ (10,700 ) $ (25,050 ) Net (loss) income attributable to common shareholders and Parent, respectively $ (230,069 ) $ 61,014 $ (169,055 ) $ (252,516 ) $ 35,914 $ (216,602 ) $ (19,074 ) $ (11,300 ) $ (30,374 ) $ (16,712 ) $ (10,700 ) $ (27,412 ) Comprehensive (loss) income attributable to common shareholders and Parent $ (237,057 ) $ 61,014 $ (176,043 ) $ (259,022 ) $ 35,914 $ (223,108 ) $ (20,029 ) $ (11,300 ) $ (31,329 ) $ (17,043 ) $ (10,700 ) $ (27,743 ) Net loss per voting and non-voting share Basic $ (3.62 ) $ 0.96 $ (2.66 ) $ (3.57 ) $ 0.51 $ (3.06 ) $ (0.31 ) $ (0.18 ) $ (0.50 ) $ (0.27 ) $ (0.18 ) $ (0.45 ) Diluted $ (3.62 ) $ 0.96 $ (2.66 ) $ (3.57 ) $ 0.51 $ (3.06 ) $ (0.31 ) $ (0.18 ) $ (0.50 ) $ (0.27 ) $ (0.18 ) $ (0.45 ) The following represents the reconciliation of our unaudited interim Condensed Consolidated Balance Sheets as of March 31, June 30, and September 30 , As of September 30, 2020 As of June 30, 2020 As of March 31, 2020 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Consolidated Balance Sheets Warrant liabilities $ - $ 61,300 $ 61,300 $ - $ 36,200 $ 36,200 $ - $ 5,600 $ 5,600 Total liabilities $ 277,516 $ 61,300 $ 338,816 $ 283,219 $ 36,200 $ 319,419 $ 293,882 $ 5,600 $ 299,482 Additional paid-in-capital $ 713,622 $ (78,900 ) $ 634,722 $ 712,512 $ (78,900 ) $ 633,612 $ 643,489 $ (36,200 ) $ 607,289 Accumulated deficit $ (268,085 ) $ 17,600 $ (250,485 ) $ (245,638 ) $ 42,700 $ (202,938 ) $ (214,231 ) $ 30,600 $ (183,631 ) Total OneSpaWorld shareholders' equity $ 439,759 $ (61,300 ) $ 378,459 $ 460,614 $ (36,200 ) $ 424,414 $ 423,497 $ (5,600 ) $ 417,897 Total shareholders' equity $ 439,759 $ (61,300 ) $ 378,459 $ 460,614 $ (36,200 ) $ 424,414 $ 423,497 $ (5,600 ) $ 417,897 The following represents the reconciliation of our unaudited interim Condensed Consolidated Balance Sheets as of March 31, June 30, and September 30, 2019 : As of September 30, 2019 As of June 30, 2019 As of March 31, 2019 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Warrant liabilities $ - $ 46,900 $ 46,900 $ - $ 47,500 $ 47,500 $ - $ 43,900 $ 43,900 Total liabilities $ 269,617 $ 46,900 $ 316,517 $ 282,227 $ 47,500 $ 329,727 $ 286,635 $ 43,900 $ 330,535 Additional paid-in-capital $ 655,335 $ (36,200 ) $ 619,135 $ 655,210 $ (36,200 ) $ 619,010 $ 655,210 $ (36,200 ) $ 619,010 Accumulated deficit $ (16,712 ) $ (10,700 ) $ (27,412 ) $ (19,074 ) $ (11,300 ) $ (30,374 ) $ (22,683 ) $ (7,700 ) $ (30,383 ) Total OneSpaWorld shareholders' equity $ 638,298 $ (46,900 ) $ 591,398 $ 635,751 $ (47,500 ) $ 588,251 $ 632,272 $ (43,900 ) $ 588,372 Total Equity (deficit) $ 646,284 $ (46,900 ) $ 599,384 $ 642,429 $ (47,500 ) $ 594,929 $ 638,000 $ (43,900 ) $ 594,100 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (as Restated) (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Principles of Consolidation and Principles of Combination | Basis of Presentation, Principles of Consolidation and Principles of Combination Successor: The accompanying consolidated financial statements as of and for the year ended December 31, 2020 and the period from March 20, 2019 to December 31, 2019, include the consolidated balance sheet and statements of operations, comprehensive income (loss), equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual 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 consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our financial position, results of operations and cash flows. The preparation of consolidated financial statements in conformity with 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. Predecessor: The 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 and include the accounts of a company majority-owned by OneSpaWorld Medispa (Bahamas) Limited, in which OneSpaWorld (Bahamas) Limited, the 100% owner of OneSpaWorld Medispa (Bahamas) Limited, had a controlling interest. The OSW combined financial statements also include the accounts and results of operations associated with the timetospa.com The accompanying OSW financial statements include the assets, liabilities, revenues and expenses specifically related to OSW’s operations. Until December 31, 2019, OSW received services and support from various functions performed by Steiner Leisure and costs associated with these functions had been allocated to OSW. These allocations were 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 had 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 salaries and payroll taxes and administrative expenses in the accompanying 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 combined statements of cash flows as a financing activity and in the 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. As of December 31, 2018, OSW had assumed long-term debt of the Parent. Such debt was paid-off by the Parent on behalf of OSW during the Predecessor period from January 1, 2019 to March 19, 2019. Management believes the assumptions and allocations underlying the accompanying combined OSW financial statements and notes to the OSW combined financial statements are reasonable, appropriate and consistently applied for the periods presented. Management believes the accompanying combined OSW financial statements reflect all costs of doing business. The accompanying OSW combined financial statements have been prepared in conformity with U.S. GAAP. |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements On April 12, 2021, the SEC staff issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”). The Statement addressed certain accounting and reporting On October 19, 2017, the Company’s predecessor, Haymaker, issued 8,000,000 warrants to purchase its common stock in a private placement concurrently with its IPO (the “Sponsor Warrants”). In connection with its IPO in 2017, Haymaker also issued 16,500,000 warrants to public investors (the “Public Warrants”). In connection with the Business Combination, Haymaker transferred 3,105,294 Sponsor Warrants in private placements to certain investors (the “PIPE Investors”) and to SLL. As a result of the Business Combination and in accordance with the terms of the Company’s Amended and Restated Warrant Agreement, dated as of March 19, 2019, each whole Sponsor Warrant and each whole Public Warrant entitles the holder to purchase one common share of the Company at an exercise price of $11.50 per share, subject to potential adjustment (See “Note 8”). For more information on the Business Combination, See Item 1, Business of the Original Filing. On April 30, 2020, the Company entered into an investment agreement with certain investors, including SLL and certain members of its management and Board of Directors, pursuant to which it issued an aggregate of 5,000,000 warrants (the “2020 PIPE Warrants”), each entitling the holder to purchase one common share of the Company (or one non-voting common share if held by SLL) at an exercise price of $5.75 per share, subject to potential adjustment. In connection with the private placement, on June 12, 2020, the Company amended its Memorandum of Association and Articles of Association and created a new class of Non-Voting Common Shares that, subject to certain exceptions, have no voting power but otherwise rank equally and carry the same rights and privileges as the Company’s Voting Common Shares, including in respect of dividends, liquidation, preferences and all other rights and features (See “Note 8”). Based on Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Equity (ASC Topic 815), warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be classified as liabilities at their estimated fair values. In periods subsequent to issuance, changes in the estimated fair values of the derivative instruments should be reported in the statement of operations. The Company had previously classified the Sponsor Warrants, Public Warrants and 2020 PIPE Warrants (collectively, the “Warrants”) as equity consistent with common practice which existed prior to the Statement. The Company has concluded that the Warrants do not meet the conditions to be classified as equity under the Statement in all periods presented as, (i) if held by Haymaker, the PIPE Investors, SLL or any of their respective permitted transferees, the Sponsor Warrants are not subject to redemption and (ii) the Public Warrants and the 2020 PIPE Warrants may be settled in cash upon the occurrence of a tender offer or exchange offer that involves 50% or more of the Company’s outstanding common shares (which includes the Non-Voting Common Shares once they were issued on June 12, 2020 and therefore would not necessarily involve a change in control of the Company), an event that could be outside the control of the Company. Specifically, the Company concluded that (i) upon issuance on March 19, 2019, the Sponsor Warrants should have been classified as liabilities, (ii) upon issuance on June 12, 2020, the 2020 PIPE Warrants should have been presented as liabilities, and (iii) upon issuance of the Non-Voting Common Shares on June 12, 2020, the Public Warrants should have been presented as liabilities. For warrants classified as liabilities, the associated gains or losses recognized as a result of the changes in fair values should be reported in earnings. In addition, the investment agreement issuance costs allocable to the 2020 PIPE Warrants should have been expensed instead of recognized against the proceeds. The Company made the determination to restate the financial statements covered by the Affected Periods (the “Restatement”). The effect of this correction to the applicable reporting periods for the financial statement line items impacted is as follows (in thousands, except per share data): As of December 31, 2020 As Reported Restatement Impact As Restated Consolidated Balance Sheet Warrant liabilities $ - $ 104,700 $ 104,700 Total liabilities $ 276,751 $ 104,700 $ 381,451 Additional paid-in-capital $ 727,054 $ (77,514 ) $ 649,540 Accumulated deficit $ (296,060 ) $ (27,186 ) $ (323,246 ) Total shareholders' equity $ 425,528 $ (104,700 ) $ 320,828 As of December 31, 2019 As Reported Restatement Impact As Restated Consolidated Balance Sheet Warrant liabilities $ - $ 55,900 $ 55,900 Total liabilities $ 277,301 $ 55,900 $ 333,201 Additional paid-in-capital $ 653,088 $ (36,200 ) $ 616,888 Accumulated deficit $ (15,569 ) $ (19,700 ) $ (35,269 ) Total OneSpaWorld shareholders' equity $ 638,244 $ (55,900 ) $ 582,344 Total shareholders' equity $ 646,368 $ (55,900 ) $ 590,468 Year Ended December 31, 2020 As Reported Restatement Impact As Restated Consolidated and Combined Statement of Operations Change in fair value of warrant liabilities $ - $ (6,100 ) $ (6,100 ) Interest expense and warrant issuance costs $ (14,703 ) $ (1,386 ) $ (16,089 ) Total other expense, net $ (14,673 ) $ (7,486 ) $ (22,159 ) (Loss) income before income tax expense (benefit) $ (279,677 ) $ (7,486 ) $ (287,163 ) Net (loss) income $ (280,491 ) $ (7,486 ) $ (287,977 ) Comprehensive (loss) income $ (286,685 ) $ (7,486 ) $ (294,171 ) Net loss per voting and non-voting share Basic and diluted $ (3.77 ) $ (0.10 ) $ (3.87 ) March 20, 2019 to December 31, 2019 (Successor) As Reported Restatement Impact As Restated Consolidated and Combined Statement of Operations Change in fair value of warrant liabilities $ - $ (19,700 ) $ (19,700 ) Total other expense, net $ (13,479 ) $ (19,700 ) $ (33,179 ) (Loss) income before income tax expense (benefit) $ (12,355 ) $ (19,700 ) $ (32,055 ) Net (loss) income $ (12,235 ) $ (19,700 ) $ (31,935 ) Comprehensive (loss) income attributable to common shareholders and parent, respectively $ (15,569 ) $ (19,700 ) $ (35,269 ) Comprehensive income (loss) $ (14,850 ) $ (19,700 ) $ (34,550 ) Net loss per voting and non-voting share Basic and diluted $ (0.25 ) $ (0.33 ) $ (0.58 ) These errors had a non-cash impact and did not have an effect on the total operating, investing and financing cash flows. The following tables presents the effect on the individual line items within operating cash flows on the Company’s consolidated Statement of Cash Flows. Year Ended December 31, 2020 As Reported Restatement Impact As Restated Net (loss) income $ (280,491 ) $ (7,486 ) $ (287,977 ) Change in fair value of warrant liabilities $ - $ 6,100 $ 6,100 Warrants issuance costs $ - $ 1,386 $ 1,386 Net cash provided by (used in) financing activities $ (36,550 ) $ - $ (36,550 ) March 20, 2019 to December 31, 1019 As Reported Restatement Impact As Restated Net (loss) income $ (12,235 ) $ (19,700 ) $ (31,935 ) Change in fair value of warrant liabilities $ - $ 19,700 $ 19,700 Net cash provided by (used in) financing activities $ (3,174 ) $ - $ (3,174 ) |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”). As modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemption from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Act) are required to comply with new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election is irrevocable. The Company has elected not to opt-out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor a non-emerging growth company, which has opted-out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash and cash equivalents with reputable major financial institutions. Deposits with these banks exceed the Federal Deposit Insurance Corporation insurance limits or similar limits in foreign jurisdictions. While the Company monitors daily the cash balances in its operating accounts and adjusts the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which the Company deposits funds fails or is subject to other adverse conditions in the financial or credit markets. To date, the Company has experienced no loss or lack of access to invested cash or cash equivalents; however, it can provide no assurance that access to invested cash and cash equivalents will not be impacted by adverse conditions in the financial and credit markets. |
Restricted Cash | Restricted Cash (Successor) These balances include amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment. The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheet as of December 31, 2020 to the total amount presented in our consolidated statements of cash flows for year ended December 31, 2020 (in thousands): Cash and cash equivalents $ 41,552 Restricted cash 1,896 Total cash and restricted cash in the consolidated statement of cash flows $ 43,448 |
Inventories | Inventories Inventories, consisting principally of personal care products, are stated at the lower of cost, as determined on a first-in, first-out basis, or market. All inventory balances are comprised of finished goods used in beauty and health and wellness services or held for resale for sale to customers. Inventory reserve is recorded to write down the cost of inventory to the estimated market value. During the year ended December 31, 2020 (Successor), we recorded charges of $6.0 million for the decline in the net realizable value of inventories, which is included in Cost of products in the accompanying consolidated statement of operations. This loss principally is the result of excess, slow-moving, expiration of products and damaged inventories held at our Maritime segment caused by the cessation of our cruise line partners operations and, consequently, our Maritime segment operations due to the COVID 19 pandemic. The establishment of inventory reserves involves the estimate of the amount of inventories that will be used in health and |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs, which do not add to the value of the related assets or materially extend their original lives, are expensed as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized in a straight-line basis over the shorter of the terms of the respective leases and the estimated useful lives of the respective assets. |
Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets | Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets The Company reviews long-lived assets including property and equipment and intangible assets with finite lives for impairment whenever events or changes in circumstances indicate, based on estimated future cash flows, that the carrying amount of these assets may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (asset group) to future undiscounted cash flows expected to be generated by the asset (asset group). An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When estimating future cash flows, the Company considers: • only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group; • potential events and changes in circumstance affecting key estimates and assumptions; and • the existing service potential of the asset (asset group) at the date tested. If an asset (asset group) is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset (asset group) exceeds its fair value. When determining the fair value of the asset (asset group), the Company considers the highest and best use of the assets from a market-participant perspective. The fair value measurement is generally determined through the use of independent third-party appraisals or an expected present value technique, both of which may include a discounted cash flow approach, which reflects assumptions of what market participants would utilize to price the asset (asset group). Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Assets to be abandoned, or from which no further benefit is expected, are written down to zero at the time that the determination is made, and the assets are removed entirely from service. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired. The Company has two operating segments: (1) Maritime and (2) Destination Resorts. The Maritime and Destination Resorts operating segments each have associated goodwill, and each has been determined to be a reporting unit. Goodwill and other intangible assets with indefinite useful lives are not amortized, but rather, are tested for impairment at least annually . , Identifiable intangible assets not subject to amortization are assessed for impairment using a similar process used to evaluate goodwill as described above. During the year ended December 31, 2020, we recognized a goodwill and trade name impairment charge of $190.1 million and $0.7 million, respectively, based on the impairment test performed as of March 31, 2020. See Note 5 – “Goodwill and Intangible Assets” and “Note 15 – “Fair Value Measurement and Derivatives” for further details. |
Definite-Lived Intangible Assets | Definite-Lived Intangible Assets The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Definite-Lived Intangible Assets include the contracts with cruise lines and leases with hotels and resorts. Contracts with cruise lines are generally renewed every five years. The Company has the intent and ability to renew such contracts over the estimated useful lives of the assets. Costs incurred to renew contracts are capitalized and amortized to cost of revenues and operating expenses over the term of the contract. Lease agreements with destination resorts in which the Company operates are generally renewed every ten years. The Company has the intent and ability to renew such contracts. |
Revenue Recognition | Revenue Recognition Revenue is recognized when customers obtain control of goods and services promised by the Company. The amount of revenue recognized is based on the amount that reflects the consideration that is expected to be received in exchange for those respective goods and services. Amounts recognized are gross of commissions to cruise line or destination resort partners, which typically withhold commissions from customer payments. The Company has elected to present sales taxes on a net basis and, as such, sales taxes are excluded from revenue. Revenue is reported net of discounts and net of any estimated refund liability, which is determined based on historical experience. The Company also issues gift cards for future goods or services; revenue is recognized when they are redeemed; we also recognize revenue for breakage based on past experience for gift card amounts we expect to go unredeemed. Prior to adoption of ASC Topic 606, the Company recognized revenues earned as services are provided and as products are sold, following legacy accounting guidance under ASC Topic 605. Generally, this led to recognition that is consistent with our new policy. Under legacy guidance, we had also elected to recognize revenue on a net-of-tax basis, which is similar to our election under ASC Topic 606. For gift card breakage, the Company uses the redemption recognition method for recognizing breakage related to certain gift certificates for which it has sufficient historical information; this pattern is relatively consistent with our recognition pattern under ASC Topic 606. |
Cost of Revenues | Cost of Revenues Cost of services consists primarily of the cost of product consumed in the rendering of a service, an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines (which are derived as a percentage of service revenues or a minimum annual rent or a combination of both), an allocable portion of staff-related shipboard expenses, costs related to recruitment and training of shipboard employees, wages paid directly to destination resort employees, payments to destination resort venue owners, and health and wellness facility depreciation. Cost of products consists primarily of the cost of products sold through the Company’s various methods of distribution, an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines (which are derived as a percentage of product revenues or a minimum annual rent or a combination of both), and an allocable portion of staff-related shipboard expenses. Costs incurred to term of the contract. |
Shipping and Handling | Shipping and Handling Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through cost of sales as inventories are sold. Shipping and handling costs associated with the delivery of products are included in administrative expenses. The shipping and handling costs included in administrative expenses in the accompanying consolidated and combined statements of operations for the year ended December 31, 2020 (Successor), for the periods from March 20, 2019 through December 31, 2019 (Successor), from January 1, 2019 through March 19, 2019 (Predecessor) and for the year ended December 31, 2018 (Predecessor) were $0.04 million, $0.04 million, $0.01 million and $0.4 million, respectively. |
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 year ended December 31, 2020. We have elected not to account for these rent concessions as lease modifications. The recognition of these rent concessions did not have a material impact on our consolidated financial statements as of December 31, 2020. |
Advertising | Advertising Substantially all of the Company’s advertising costs are charged to expense as incurred, except costs that result in tangible assets, such as brochures, which are recorded as prepaid expenses and charged to expense as consumed. Advertising expenses included in cost of revenues and operating expenses in the accompanying consolidated and combined statements of operations for the year ended December 31, 2020 (Successor), for the periods from March 20, 2019 through December 31, 2019 (Successor), from January 1, 2019 through March 19, 2019 (Predecessor) and for the year ended December 31, 2018 (Predecessor) were $2.4 million, $2.5 million, $0.5 million and $3.7 million, respectively. |
Share-Based Compensation | Share-Based Compensation The Company recognizes expense for our share-based compensation awards using a fair-value-based method. Share-based compensation expense is recognized over the requisite service period for awards that are based on a service period and not contingent upon any future performance. We elected to treat shared-based awards with graded vesting schedules and time-based service conditions as a single award and recognize stock-based compensation expense on a straight-line basis. We recognize forfeitures as they occur rather than estimating them over the life of the award. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated and combined balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. These deferred issuance costs are amortized over the term of the loan agreement. The amortization of deferred financing fees is included in interest expense, net in the consolidated and combined statements of operations. |
Warrant Accounting (as Restated) | Warrant Accounting (as restated) We account for common stock warrants in accordance with applicable guidance provide in ASC Topic 815 as either liability or equity instruments depending on the specific terms of the warrant agreement. We evaluated the warrants under this guidance and concluded that they do not meet the criteria to be classified in shareholders’ equity in all periods presented. Accordingly, due to this restatement, the Warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020 and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of operations and comprehensive (loss) income. |
Income Taxes | Income Taxes Successor: As part of the process of preparing the consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating the Company’s actual current income tax exposure together with an assessment of temporary differences resulting from differing treatment of items for tax purposes and accounting purposes, respectively. These differences result in deferred income tax assets and liabilities which are included in the accompanying consolidated balance sheet as of December 31, 2020 and 2019, respectively. Deferred taxes are recorded using the currently enacted tax rates that applied in the periods that the differences are expected to reverse. The Company must then assess the likelihood that its deferred income tax assets will be recovered from future taxable income and, to the extent that the Company believes that recovery is not likely, the Company must establish a valuation allowance. With respect to acquired deferred tax assets, changes within the measurement period that result from new information about facts and circumstances that existed at the acquisition date shall be recognized through a corresponding adjustment to goodwill. Subsequent to the measurement period, all other changes shall be reported as a reduction or increase to income tax expense in the Company’s consolidated statement of operations for the year ended December 31, 2020 (Successor) and the period from March 20, 2019 to December 31, 2019 (Successor). Predecessor: The Company’s United States (“U.S.”) entities, other than those that are domiciled in U.S. territories, file their U.S. tax return as part of a consolidated tax filing group, while the Company’s entities that are domiciled in U.S. territories file specific returns. In addition, the Company’s foreign entities file income tax returns in their respective countries of incorporation, where required. For the purposes of these financial statements, the Company is accounting for income taxes under the separate return method of accounting. This method requires the allocation of current and deferred taxes to the Company as if it were a separate taxpayer. Under this method, the resulting portion of current income taxes payable that is not actually owed to the tax authorities is written-off through equity. Accordingly, income taxes payable in the combined balance sheet, as of December 31, 2018 reflects current income tax amounts actually owed to the tax authorities, as of those dates, as well as the accrual for uncertain tax positions. The write-off of current income taxes payable not actually owed to the tax authorities is included in net Parent investment in the accompanying combined balance sheet as of December 31, 2018. Deferred income taxes are recognized based upon the tax consequences of “temporary differences” by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred income tax provisions and benefits are based on the changes to the asset or liability from period to period. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax assets will not be realized. The majority of the Company’s income is generated outside of the U.S. Successor and Predecessor: The Company believes a large percentage of its shipboard service’s income is foreign-source income, not effectively connected to a business it conducts in the U.S. and, therefore, not subject to U.S. income taxation. The Company recognizes interest and penalties within the provision for income taxes in the consolidated and combined statements of operations. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued, therefore, will be reduced and reflected as a reduction of the overall income tax provision. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount of benefit, determined on a cumulative probability basis, which is more than 50% likely of being realized upon ultimate settlement. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share (Successor) Basic (loss) earnings per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average number of diluted shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase common shares, and contingently issuable shares. If the entity reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. As discussed in Note 8 – “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 per basic and diluted share calculation (in thousands, except per share data): Successor (as restated) Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 Numerator: Net loss attributable to OneSpaWorld (a) $ (287,977 ) $ (35,269 ) Denominator: Weighted average shares issued and outstanding - basic 74,359 61,118 Weighted average shares issued and outstanding - diluted (b) 74,359 61,118 Loss per share: Basic $ (3.87 ) $ (0.58 ) Diluted $ (3.87 ) $ (0.58 ) (a) Calculated as total net loss less amounts attributable to noncontrolling interest. (b) Potential common shares under the treasury stock method were antidilutive because the Company reported a net loss in this period. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, warrants, deferred shares and restricted stock. The table below presents the weighted-average number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share for the year ended December 31, 2020 and for the period from March 20, 2019 to December 31, 2019 (in thousands): Successor Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 Common share warrants (a) 26,974 24,500 Deferred shares 3,840 6,600 Employee stock options 4,376 4,455 Restricted stock units 702 33 Performance stock units 589 - 36,481 35,588 (a) Includes all Public, Sponsor and 2020 PIPE Warrants. |
Foreign Currency Transactions | Foreign Currency Transactions For currency exchange rate purposes, assets and liabilities of the Company’s foreign subsidiaries are translated at the rate of exchange in effect at the balance sheet date. Equity and other items are translated at historical rates, and income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are reflected in the accumulated other comprehensive loss caption of the Company’s combined balance sheets. Foreign currency gains and losses resulting from transactions, including intercompany transactions, are included in results of operations. The transaction gains (losses) included in the administrative expenses caption of the consolidated and combined statements of operations for the year ended December 31, 2020 (Successor), for the periods from March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 31, 2019 (Predecessor) and the year ended December 31, 2018 (Predecessor) were ($0.07) million, $( |
Fair Value Measurements | Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs used to measure fair value are as follows: • Level 1—Value is based on quoted prices in active markets for identical assets and liabilities. • Level 2—Value is based on observable inputs other than quoted prices included in Level 1. This includes dealer and broker quotations, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Value is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of certain assets acquired in the Business Combination, assessment of net realizable value of inventories, the recovery of long-lived assets, goodwill and other intangible assets, the determination of deferred income taxes including valuation allowances, the useful lives of definite-lived intangible assets, property and equipment and allocations of Parent costs. |
Concentrations of Credit Risk | Concentrations of Credit Risk (In thousands) Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with high quality financial institutions. As of December 31, 2020, and 2019, the Company had three cruise companies that represented greater than 10% of accounts receivable. The Company does not normally require collateral or other security to support normal credit sales. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company records an allowance for doubtful accounts with respect to accounts receivable using historical collection experience, and generally, an account receivable balance is written off once it is determined to be uncollectible. The Company reviews the historical collection experience and considers other facts and circumstances and adjusts the calculation to record an allowance for doubtful accounts as appropriate. If the Company’s current collection trends were to differ significantly from historic collection experience, the Company would make a corresponding adjustment to the allowance. The allowance for doubtful accounts was $44 and $10 as of December 31, 2020 and December 31, 2019, respectively. Bad debt expense is included within administrative operating expenses in the accompanying consolidated and combined statements of operations and is not significant for the year ended December 31, 2020 (Successor), the periods from March 20, 2019 to December 31, 2019 (Successor), from January 1, 2019 to March 19, 2019 and for the year ended December 31, 2018 (Predecessor). Rollforward of allowance for doubtful accounts for the year ended December 31, 2020 (Successor) is as follows: Beginning balance $ (10 ) Provision for doubtful accounts (172 ) Write-offs 138 Ending balance $ (44 ) |
Accounting for Business Combinations | Accounting for Business Combinations In accordance with Financial Accounting Standards Board (“FASB”) ASC 805, Business Combinations (“ASC 805”), when accounting for business combinations, the Company is required to recognize the assets acquired, liabilities assumed, contractual contingencies, noncontrolling interests and contingent consideration at their fair value as of the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and/or pre-acquisition contingencies, all of which ultimately affect the fair value of goodwill established as of the acquisition date. Goodwill acquired in business combinations is assigned to the reporting unit(s) expected to benefit from the combination as of the acquisition date and is then subsequently tested for impairment at least annually. As part of the Company’s accounting for business combinations, the Company is required to determine the useful lives of identifiable intangible assets recognized separately from goodwill. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the acquired business. An intangible asset with a finite useful life shall be amortized; an intangible asset with an indefinite useful life shall not be amortized. The Company bases the estimate of the useful life of an intangible asset on an analysis of all pertinent factors, including but not limited to the expected use of the asset, the expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’s own historical experience in renewing or extending similar arrangements, consistent with the Company’s intended use of the asset, regardless of whether those arrangements have explicit renewal or extension provisions, the effects of obsolescence, demand, competition, and other economic factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the asset. If no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of an intangible asset to the reporting entity, the useful life of the asset shall be considered to be indefinite. The term indefinite does not mean the same as infinite or indeterminate. The useful life of an intangible asset is indefinite if that life extends beyond the foreseeable horizon—that is, there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the acquired business. Although the Company believes the assumptions and estimates it has made have been reasonable and appropriate, such assumptions and estimates are based in part on historical experience and information obtained from the management of the acquired entity and are inherently uncertain. Examples of critical estimates in accounting for acquisitions include, but are not limited to, the future expected cash flows from sales of products and services, and related contracts and agreements, and discount and long-term growth rates. Unanticipated events and circumstances may occur which could affect the accuracy or validity of the Company’s assumptions, estimates or actual results. |
Adoption of Accounting Pronouncements | 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 5 – “Goodwill and Intangible Assets” and “Note 15 – “Fair Value Measurement and Derivatives” for further details. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which amends ASC 820 to eliminate, modify, and add certain disclosure requirements for fair value measurements. The Company's adoption of this standard in fiscal year 2020 did not have a significant impact on the consolidated financial statements and related disclosures. |
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. The Company is currently assessing the impact of the adoption of this guidance. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326).” This ASU amends the FASB’s guidance on the impairment of financial instruments. The ASU adds to U.S. GAAP an impairment model (known as the current expected credit losses model) that is based on an expected losses model rather than an incurred losses model. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The ASU is also intended to reduce the complexity of U.S. GAAP by decreasing the number of impairment models that entities use to account for debt instruments. In November 2019, the FASB issued guidance (ASU 2019-10) that defers the effective dates of the Financial Instruments—Credit Losses standard for entities that have not yet issued financial statements adopting the standard. The update is effective for annual periods beginning after December 15, 2022, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is currently assessing the impact of the adoption of this guidance. In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides practical expedients and exception for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The FASB also issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope in January 2021, which adds implementation guidance to clarify which optional expedients in Topic 848 may be applied to derivative instruments that do not reference LIBOR or a reference rate that is expected to be discontinued, but that are being modified as a result of the discounting transition. The ASUs may be applied through December 31, 2022 and is applicable to our interest rate swap contract and hedging relationship that reference LIBOR. The Company is currently assessing the impact of the adoption of this guidance. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify the accounting for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for fiscal years and interim periods beginning after December 15, 2021 and is effective for the Company’s fiscal year beginning January 1, 2022. The Company is currently assessing the impact of the adoption of this guidance. In August 2020, The FASB issued ASU No. 2020-06, Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity's Own Equity, which simplifies the accounting for convertible instruments. This guidance eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This guidance is required to be adopted by us in the first quarter of 2023 and must be applied using either a modified or full retrospective approach. The Company is currently assessing the impact of the adoption of this guidance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (as Restated) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Effect of Correction to Applicable Reporting Periods for Financial Statements | The effect of this correction to the applicable reporting periods for the financial statement line items impacted is as follows (in thousands, except per share data): As of December 31, 2020 As Reported Restatement Impact As Restated Consolidated Balance Sheet Warrant liabilities $ - $ 104,700 $ 104,700 Total liabilities $ 276,751 $ 104,700 $ 381,451 Additional paid-in-capital $ 727,054 $ (77,514 ) $ 649,540 Accumulated deficit $ (296,060 ) $ (27,186 ) $ (323,246 ) Total shareholders' equity $ 425,528 $ (104,700 ) $ 320,828 As of December 31, 2019 As Reported Restatement Impact As Restated Consolidated Balance Sheet Warrant liabilities $ - $ 55,900 $ 55,900 Total liabilities $ 277,301 $ 55,900 $ 333,201 Additional paid-in-capital $ 653,088 $ (36,200 ) $ 616,888 Accumulated deficit $ (15,569 ) $ (19,700 ) $ (35,269 ) Total OneSpaWorld shareholders' equity $ 638,244 $ (55,900 ) $ 582,344 Total shareholders' equity $ 646,368 $ (55,900 ) $ 590,468 Year Ended December 31, 2020 As Reported Restatement Impact As Restated Consolidated and Combined Statement of Operations Change in fair value of warrant liabilities $ - $ (6,100 ) $ (6,100 ) Interest expense and warrant issuance costs $ (14,703 ) $ (1,386 ) $ (16,089 ) Total other expense, net $ (14,673 ) $ (7,486 ) $ (22,159 ) (Loss) income before income tax expense (benefit) $ (279,677 ) $ (7,486 ) $ (287,163 ) Net (loss) income $ (280,491 ) $ (7,486 ) $ (287,977 ) Comprehensive (loss) income $ (286,685 ) $ (7,486 ) $ (294,171 ) Net loss per voting and non-voting share Basic and diluted $ (3.77 ) $ (0.10 ) $ (3.87 ) March 20, 2019 to December 31, 2019 (Successor) As Reported Restatement Impact As Restated Consolidated and Combined Statement of Operations Change in fair value of warrant liabilities $ - $ (19,700 ) $ (19,700 ) Total other expense, net $ (13,479 ) $ (19,700 ) $ (33,179 ) (Loss) income before income tax expense (benefit) $ (12,355 ) $ (19,700 ) $ (32,055 ) Net (loss) income $ (12,235 ) $ (19,700 ) $ (31,935 ) Comprehensive (loss) income attributable to common shareholders and parent, respectively $ (15,569 ) $ (19,700 ) $ (35,269 ) Comprehensive income (loss) $ (14,850 ) $ (19,700 ) $ (34,550 ) Net loss per voting and non-voting share Basic and diluted $ (0.25 ) $ (0.33 ) $ (0.58 ) Year Ended December 31, 2020 As Reported Restatement Impact As Restated Net (loss) income $ (280,491 ) $ (7,486 ) $ (287,977 ) Change in fair value of warrant liabilities $ - $ 6,100 $ 6,100 Warrants issuance costs $ - $ 1,386 $ 1,386 Net cash provided by (used in) financing activities $ (36,550 ) $ - $ (36,550 ) March 20, 2019 to December 31, 1019 As Reported Restatement Impact As Restated Net (loss) income $ (12,235 ) $ (19,700 ) $ (31,935 ) Change in fair value of warrant liabilities $ - $ 19,700 $ 19,700 Net cash provided by (used in) financing activities $ (3,174 ) $ - $ (3,174 ) The following represents the reconciliation of our unaudited interim Condensed Consolidated Statements of Operations and our Consolidated Statements of Comprehensive Income for the three-months ended March 31, June 30, September 30, and December 31, 2020. Three months ended March 31, 2020 Three months ended June 30, 2020 Three months ended September 30, 2020 Three months ended December 31, 2020 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Consolidated and Combined Statements of Operations Interest expense and warrant issuance costs $ (3,743 ) $ - $ (3,743 ) $ (4,001 ) $ (1,386 ) $ (5,387 ) $ (3,483 ) $ - $ (3,483 ) $ (3,476 ) $ - $ (3,476 ) Change in fair value of warrant liabilities $ - $ 50,300 $ 50,300 $ - $ 12,100 $ 12,100 $ - $ (25,100 ) $ (25,100 ) $ - $ (43,400 ) $ (43,400 ) Total other expense, net $ (3,743 ) $ 50,300 $ 46,557 $ (4,001 ) $ 10,714 $ 6,713 $ (3,464 ) $ (25,100 ) $ (28,564 ) $ (3,465 ) $ (43,400 ) $ (46,865 ) (Loss) income before income tax expense (benefit) $ (196,889 ) $ 50,300 $ (146,589 ) $ (31,422 ) $ 10,714 $ (20,708 ) $ (22,835 ) $ (25,100 ) $ (47,935 ) $ (28,531 ) $ (43,400 ) $ (71,931 ) Net (loss) income $ (198,662 ) $ 50,300 $ (148,362 ) $ (31,407 ) $ 10,714 $ (20,693 ) $ (22,447 ) $ (25,100 ) $ (47,547 ) $ (27,975 ) $ (43,400 ) $ (71,375 ) Comprehensive (loss) income $ (205,148 ) $ 50,300 $ (154,848 ) $ (31,909 ) $ 10,714 $ (21,195 ) $ (21,965 ) $ (25,100 ) $ (47,065 ) $ (27,663 ) $ (43,400 ) $ (71,063 ) Net loss per voting and non-voting share Basic $ (3.25 ) $ 0.82 $ (2.43 ) $ (0.48 ) $ 0.16 $ (0.31 ) $ (0.26 ) $ (0.30 ) $ (0.56 ) $ (0.33 ) $ (0.51 ) $ (0.84 ) Diluted $ (3.25 ) $ 0.02 $ (3.23 ) $ (0.48 ) $ 0.16 $ (0.31 ) $ (0.26 ) $ (0.30 ) $ (0.56 ) $ (0.33 ) $ (0.51 ) $ (0.84 ) The following the reconciliation of our unaudited interim Condensed Consolidated Statements of Operations and our Consolidated Statements of Comprehensive Income for the period from March 20, 2019 to March 31, 2019, and for the three-months ended June 30, September 30, and December 31, 2019 . March 20, 2019 to March 31, 2019 Three months ended June 30, 2019 Three months ended September 30, 2019 Three months ended December 31, 2019 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Consolidated and Combined Statements of Operations Change in fair value of warrant liabilities $ - $ (7,700 ) $ (7,700 ) $ - $ (3,600 ) $ (3,600 ) $ - $ 600 $ 600 $ - $ (9,000 ) $ (9,000 ) Total other expense, net $ (557 ) $ (7,700 ) $ (8,257 ) $ (4,271 ) $ (3,600 ) $ (7,871 ) $ (4,571 ) $ 600 $ (3,971 ) $ (4,080 ) $ (9,000 ) $ (13,080 ) (Loss) income before income tax expense (benefit) $ (21,833 ) $ (7,700 ) $ (29,533 ) $ 3,827 $ (3,600 ) $ 227 $ 3,767 $ 600 $ 4,367 $ 1,884 $ (9,000 ) $ (7,116 ) Net (loss) income $ (22,579 ) $ (7,700 ) $ (30,279 ) $ 4,559 $ (3,600 ) $ 959 $ 3,670 $ 600 $ 4,270 $ 2,115 $ (9,000 ) $ (6,885 ) Net (loss) income attributable to common shareholders and Parent, respectively $ (22,683 ) $ (7,700 ) $ (30,383 ) $ 3,609 $ (3,600 ) $ 9 $ 2,362 $ 600 $ 2,962 $ 1,143 $ (9,000 ) $ (7,857 ) Comprehensive (loss) income attributable to common shareholders and Parent $ (23,508 ) $ (7,700 ) $ (31,208 ) $ 3,479 $ (3,600 ) $ (121 ) $ 2,422 $ 600 $ 3,022 $ 2,757 $ (9,000 ) $ (6,243 ) Net loss per voting and non-voting share Basic $ (0.37 ) $ (0.13 ) $ (0.50 ) $ 0.06 $ (0.06 ) $ 0.00 $ 0.04 $ 0.01 $ 0.05 $ 0.02 $ (0.15 ) $ (0.13 ) Diluted $ (0.37 ) $ (0.13 ) $ (0.50 ) $ 0.05 $ (0.05 ) $ 0.00 $ 0.03 $ 0.01 $ 0.04 $ 0.02 $ (0.15 ) $ (0.13 ) The following represents the reconciliation of our unaudited interim Condensed Consolidated Statements of Operations and our Condensed Consolidated Statements of Comprehensive Income for the six and nine-months ended June 30, 2020 and September 30, 2020, and for the periods from March 20, 2019 to June 30, 2019 and from March 20, 2019 to September 30, 2019 . Six months ended June 30, 2020 Nine months ended September 30, 2020 March 20, 2019 to June 30, 2019 March 20, 2019 to September 30, 2019 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Consolidated and Combined Statements of Operations Interest expense and warrant issuance costs $ (7,744 ) $ (1,386 ) $ (9,130 ) $ (11,227 ) $ (1,386 ) $ (12,613 ) $ (4,828 ) $ - $ (4,828 ) $ (11,227 ) $ - $ (11,227 ) Change in fair value of warrant liabilities $ - $ 62,400 $ 62,400 $ - $ 37,300 $ 37,300 $ - $ (11,300 ) $ (11,300 ) $ - $ (10,700 ) $ (10,700 ) Total other expense, net $ (7,744 ) $ 61,014 $ 53,270 $ (11,208 ) $ 35,914 $ 24,706 $ (4,828 ) $ (11,300 ) $ (16,128 ) $ (9,399 ) $ (10,700 ) $ (20,099 ) (Loss) income before income tax expense (benefit) $ (228,311 ) $ 61,014 $ (167,297 ) $ (251,146 ) $ 35,914 $ (215,232 ) $ (18,006 ) $ (11,300 ) $ (29,306 ) $ (14,239 ) $ (10,700 ) $ (24,939 ) Net (loss) income $ (230,069 ) $ 61,014 $ (169,055 ) $ (252,516 ) $ 35,914 $ (216,602 ) $ (18,020 ) $ (11,300 ) $ (29,320 ) $ (14,350 ) $ (10,700 ) $ (25,050 ) Net (loss) income attributable to common shareholders and Parent, respectively $ (230,069 ) $ 61,014 $ (169,055 ) $ (252,516 ) $ 35,914 $ (216,602 ) $ (19,074 ) $ (11,300 ) $ (30,374 ) $ (16,712 ) $ (10,700 ) $ (27,412 ) Comprehensive (loss) income attributable to common shareholders and Parent $ (237,057 ) $ 61,014 $ (176,043 ) $ (259,022 ) $ 35,914 $ (223,108 ) $ (20,029 ) $ (11,300 ) $ (31,329 ) $ (17,043 ) $ (10,700 ) $ (27,743 ) Net loss per voting and non-voting share Basic $ (3.62 ) $ 0.96 $ (2.66 ) $ (3.57 ) $ 0.51 $ (3.06 ) $ (0.31 ) $ (0.18 ) $ (0.50 ) $ (0.27 ) $ (0.18 ) $ (0.45 ) Diluted $ (3.62 ) $ 0.96 $ (2.66 ) $ (3.57 ) $ 0.51 $ (3.06 ) $ (0.31 ) $ (0.18 ) $ (0.50 ) $ (0.27 ) $ (0.18 ) $ (0.45 ) The following represents the reconciliation of our unaudited interim Condensed Consolidated Balance Sheets as of March 31, June 30, and September 30 , As of September 30, 2020 As of June 30, 2020 As of March 31, 2020 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Consolidated Balance Sheets Warrant liabilities $ - $ 61,300 $ 61,300 $ - $ 36,200 $ 36,200 $ - $ 5,600 $ 5,600 Total liabilities $ 277,516 $ 61,300 $ 338,816 $ 283,219 $ 36,200 $ 319,419 $ 293,882 $ 5,600 $ 299,482 Additional paid-in-capital $ 713,622 $ (78,900 ) $ 634,722 $ 712,512 $ (78,900 ) $ 633,612 $ 643,489 $ (36,200 ) $ 607,289 Accumulated deficit $ (268,085 ) $ 17,600 $ (250,485 ) $ (245,638 ) $ 42,700 $ (202,938 ) $ (214,231 ) $ 30,600 $ (183,631 ) Total OneSpaWorld shareholders' equity $ 439,759 $ (61,300 ) $ 378,459 $ 460,614 $ (36,200 ) $ 424,414 $ 423,497 $ (5,600 ) $ 417,897 Total shareholders' equity $ 439,759 $ (61,300 ) $ 378,459 $ 460,614 $ (36,200 ) $ 424,414 $ 423,497 $ (5,600 ) $ 417,897 The following represents the reconciliation of our unaudited interim Condensed Consolidated Balance Sheets as of March 31, June 30, and September 30, 2019 : As of September 30, 2019 As of June 30, 2019 As of March 31, 2019 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Warrant liabilities $ - $ 46,900 $ 46,900 $ - $ 47,500 $ 47,500 $ - $ 43,900 $ 43,900 Total liabilities $ 269,617 $ 46,900 $ 316,517 $ 282,227 $ 47,500 $ 329,727 $ 286,635 $ 43,900 $ 330,535 Additional paid-in-capital $ 655,335 $ (36,200 ) $ 619,135 $ 655,210 $ (36,200 ) $ 619,010 $ 655,210 $ (36,200 ) $ 619,010 Accumulated deficit $ (16,712 ) $ (10,700 ) $ (27,412 ) $ (19,074 ) $ (11,300 ) $ (30,374 ) $ (22,683 ) $ (7,700 ) $ (30,383 ) Total OneSpaWorld shareholders' equity $ 638,298 $ (46,900 ) $ 591,398 $ 635,751 $ (47,500 ) $ 588,251 $ 632,272 $ (43,900 ) $ 588,372 Total Equity (deficit) $ 646,284 $ (46,900 ) $ 599,384 $ 642,429 $ (47,500 ) $ 594,929 $ 638,000 $ (43,900 ) $ 594,100 |
Summary of Reconciles Cash, Cash Equivalents and Restricted Cash | These balances include amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment. The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheet as of December 31, 2020 to the total amount presented in our consolidated statements of cash flows for year ended December 31, 2020 (in thousands): Cash and cash equivalents $ 41,552 Restricted cash 1,896 Total cash and restricted cash in the consolidated statement of cash flows $ 43,448 |
Summary of Loss per Basic and Diluted Share Calculation | The following table provides details underlying OneSpaWorld’s loss per basic and diluted share calculation (in thousands, except per share data): Successor (as restated) Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 Numerator: Net loss attributable to OneSpaWorld (a) $ (287,977 ) $ (35,269 ) Denominator: Weighted average shares issued and outstanding - basic 74,359 61,118 Weighted average shares issued and outstanding - diluted (b) 74,359 61,118 Loss per share: Basic $ (3.87 ) $ (0.58 ) Diluted $ (3.87 ) $ (0.58 ) (a) Calculated as total net loss less amounts attributable to noncontrolling interest. (b) Potential common shares under the treasury stock method were antidilutive because the Company reported a net loss in this period. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, warrants, deferred shares and restricted stock. |
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 for the year ended December 31, 2020 and for the period from March 20, 2019 to December 31, 2019 (in thousands): Successor Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 Common share warrants (a) 26,974 24,500 Deferred shares 3,840 6,600 Employee stock options 4,376 4,455 Restricted stock units 702 33 Performance stock units 589 - 36,481 35,588 (a) Includes all Public, Sponsor and 2020 PIPE Warrants. |
Summary of Allowance for Doubtful Accounts | Rollforward of allowance for doubtful accounts for the year ended December 31, 2020 (Successor) is as follows: Beginning balance $ (10 ) Provision for doubtful accounts (172 ) Write-offs 138 Ending balance $ (44 ) |
Business Combination (as rest_2
Business Combination (as restated) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of unaudited supplemental pro forma | The following information represents the unaudited supplemental pro forma results of the Company’s 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) (unaudited): Year Ended December 31, 2019 (as restated) Revenues $ 562,233 Net Loss $ (45,989 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands, except useful life): As of December 31, Useful Life in years 2020 2019 Furniture and fixtures 5 – 7 $ 4,106 $ 2,501 Computers and equipment 3 – 8 7,659 7,216 Leasehold improvements Shorter of remaining lease term or useful life 19,376 19,467 31,141 29,184 Less: Accumulated depreciation and amortization (14,085 ) (6,443 ) $ 17,056 $ 22,741 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2020 (Successor) were as follows (in thousands): Maritime Destination Resorts Total Balance at December 31,2019 $ 174,150 $ 15,927 $ 190,077 Impairments (174,150 ) (15,927 ) (190,077 ) Balance at December 31,2020 $ - $ - $ - |
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 December 31, 2020 (Successor) (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ (27,680 ) $ 577,020 39 Destination resort agreements 17,900 (2,095 ) 15,805 15 Trade name 6,200 (700 ) 5,500 Indefinite-life Licensing agreement 1,000 (211 ) 789 8 $ 629,800 $ (30,686 ) $ 599,114 The following is a summary of the Company’s intangible assets as of December 31, 2019 (Successor) (in thousands, except amortization period): Cost Accumulated Amortization Net Balance Weighted Average 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 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following (in thousands): As of December 31, 2020 2019 Operative commissions $ 286 $ 4,194 Minimum cruise line commissions 2,246 4,164 Professional fees 6,034 4,538 Payroll and bonuses 4,512 2,566 Interest 2,292 339 Other 10,391 7,774 $ 25,761 $ 23,575 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate December 31, Maturities Through As of December 31, 2020 2019 2020 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 Term credit agreement 4.0% - 2024 7,000 - Total debt 234,457 227,457 Less: unamortized debt issuance cost (5,024 ) (6,050 ) Total debt, net of unamortized debt issuance cost $ 229,433 $ 221,407 |
Schedule of Principal Repayments on Long-term Debt | The following are scheduled principal repayments on long-term debt as of December 31, 2020 for each of the next five years (in thousands): Year Amount 2021 $ - 2022 1,776 2023 2,085 2024 9,085 2025 2,085 Thereafter Total 219,426 $ 234,457 |
Schedule of Borrowing Capacity and Amount Borrowed | As of December 31, 2020, our available borrowing capacity under the First Lien Revolving Facility was $13 million. Utilization of the borrowing capacity was as follows (in thousands): Borrowing Capacity Amount Borrowed First Lien Revolving Facility $ 20,000 $ 7,000 |
Stock-Based Compensation (as _2
Stock-Based Compensation (as restated) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table shows stock options that were outstanding and vested as of December 31, 2020 and the related weighted average exercise price and weighted average grant date fair value. Number of Options (as restated) Weighted- Average Exercise Price Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 4,375,891 12.99 4.48 Vested at December 31, 2020 4,375,891 $ 12.99 $ 4.48 |
Summary of Restricted Stock Units Activity | The following is a summary of RSUs activity for the year ended December 31, 2020: Restricted Share Units Activity Number of Awards Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (In thousands) (1) Non-Vested share units as of December 31, 2019 60,902 $ 15.60 Granted 1,833,821 7.33 Vested (54,491 ) 15.60 Forfeited (9,117 ) 15.62 Non-Vested share units as of December 31, 2020 1,831,115 $ 7.32 $ 18,568 |
Summary of Hurdle Price Activity of PSU's | The PSU’s will vest upon achievement of the twenty-day volume weighted average price of OneSpaWorld common shares reaching the following hurdle prices: Hurdle Price Percentage of PSU's Vested $ 7.24 25% $ 8.83 25% $ 10.41 25% $ 12.00 25% Hurdle Price Percentage of PSU's Vested $ 8.39 25% $ 9.59 25% $ 10.80 25% $ 12.00 25% |
Summary of PSUs Activity | The following is a summary of PSUs activity for the year ended December 31, 2020: Performance Share Unit Activity Number of Market Based-Awards Weighted-Average Grant Date Fair Value Number of Performance -Based Awards Weighted-Average Grant Date Fair Value Non-Vested share units as of December 31, 2019 - $ - - $ - Granted 1,253,000 4.81 181,316 15.67 Vested (271,584 ) 4.76 (48,690 ) 15.67 Forfeited - - (2,706 ) 15.67 Non-Vested share units as of December 31, 2020 981,416 $ 4.83 129,920 $ 15.67 |
Stock Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Grant Date Fair Value | The Grant Date fair value of the option was estimated by a third-party valuation specialist using a Monte Carlo simulation in a risk-neutral framework assuming Geometric Motion, 2,500,000 trials, and using the following assumptions: Hurdle price per share $ 20.00 Strike price per share $ 12.99 Average period for hurdle price, in days 5 End of simulation term 3/26/2025 Term of simulation 6.00 years Stock price as of the Measurement Date $ 12.99 Volatility 37.5 % Risk-free rate (continuous) 2.2 % Dividend yield (quarterly after 3 years) 3.0 % Suboptimal exercise multiple 2.8x |
Market Condition-based Awards and Performance Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Grant Date Fair Value | Grant date fair values of the market condition-based awards and the derived service periods assigned to the PSUs were estimated by a third-party valuation specialist using a Monte Carlo simulation in a risk-neutral framework assuming Geometric Motion, 100,000 trials, and using the following assumptions: August 18, 2020 October 1, 2020 October 13, 2020 Hurdle prices per share $7.24, $8.83, $10.41, $12.00 $ 12.00 $8.39, $9.59, $10.80, $12.00 End of simulation term August 18, 2026 October 1, 2026 October 13, 2026 Term of simulation 6 years 6 years 6 years Stock price as of measurement date $ 5.65 $ 6.47 $ 6.99 Volatility 54.13% 54.80% 54.92% Risk-free rate (continuous) 0.37% 0.36% 0.41% |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Summary of Total Equity Adjusted Due to Purchase of Noncontrolling Interest | Total equity was adjusted during the year ended December 31, 2020 (Successor) due to the purchase of noncontrolling interest by the Company as follows (in thousands): Year Ended December 31, 2020 Decrease in noncontrolling interest $ (4,113 ) Decrease in additional paid-in capital (6,697 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 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 Consolidated Combined Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Service Revenues: Maritime $ 81,395 $ 308,090 $ 81,170 $ 368,498 Destination resorts 12,287 31,703 10,110 42,429 Total service revenues 93,682 339,793 91,280 410,927 Product Revenues: Maritime 23,441 99,308 25,794 123,761 Destination resorts 975 2,003 633 2,524 Timetospa.com 2,827 2,677 745 3,566 Total product revenues 27,243 103,988 27,172 129,851 Total revenues $ 120,925 $ 443,781 $ 118,452 $ 540,778 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Provision for Income Taxes | (Loss) Successor Predecessor Consolidated (as restated) Combined Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 U.S. $ (12,294 ) $ (19,901 ) $ 115 $ 2,871 Foreign (274,869 ) (12,154 ) (24,787 ) 11,960 $ (287,163 ) $ (32,055 ) $ (24,672 ) $ 14,831 |
Schedule of Provision for Income Taxes | The income tax expense (benefit) consists of the following (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 U.S. Federal $ 1,309 $ (340 ) $ (39 ) $ 461 U.S. State 51 89 57 159 Foreign (546 ) 131 91 468 814 (120 ) 109 1,088 Current (761 ) 523 118 1,089 Deferred 1,575 (643 ) (9 ) (1 ) $ 814 $ (120 ) $ 109 $ 1,088 |
Schedule of Reconciliation of Difference between Expected Income Tax Expense (Benefit) | A reconciliation of the difference between the expected income tax expense (benefit) using the U.S. federal tax rate and our actual provision is as follows (in thousands): Successor Predecessor Consolidated (as restated) Combined Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Provision using statutory U.S. federal tax rate $ (60,304 ) $ (6,731 ) $ (5,162 ) $ 3,114 Foreign rate differential 16,530 2,378 4,780 (1,730 ) Prior period true up adjustment (1,798 ) - - - State taxes 178 89 - 126 Change in valuation allowance 5,454 4,093 - (439 ) Permanent differences 40,865 168 346 141 Uncertain tax position - - - (68 ) Other (111 ) (117 ) 145 (56 ) Total $ 814 $ (120 ) $ 109 $ 1,088 |
Schedule of Reconciliation of Beginning and Ending Amounts of Uncertain Tax Positions Excluding Interest and Penalties | A reconciliation of the beginning and ending amounts of uncertain tax positions, excluding interest and penalties, is as follows (in thousands): Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Beginning balance $ 1,663 $ 1,663 $ 1,697 $ 1,781 Gross (decreases) increases—prior period tax position - - (34 ) (84 ) Ending balance $ 1,663 $ 1,663 $ 1,663 $ 1,697 |
Schedule of Deferred Income Taxes | Deferred income taxes consist of the following (in thousands): As of December 31, 2020 2019 Deferred income tax assets: Stock options $ 5,809 $ 4,807 Inventory reserves 16 36 Allowance for doubtful accounts 12 8 Depreciation and amortization 2,351 1,274 Other reserves and accruals 430 144 Gift certificates 202 185 Net operating losses 3,833 749 Total deferred income tax assets 12,653 7,203 Less valuation allowance (11,543 ) (5,157 ) Deferred income tax asset, net $ 1,110 $ 2,046 Deferred income tax liability $ (1,012 ) $ (375 ) Net deferred income tax asset $ 98 $ 1,671 |
Schedule of Foreign Tax Operating Loss Carryforwards Expiring | As of December 31, 2020, we had approximately $15.7 million of foreign tax operating loss carryforwards expiring as follows (in millions): Expires 2021 $ 0.6 2022 0.3 2023 0.5 2024 0.4 2025 1.4 2026 0.3 2027 0.6 2028 0.2 2030 0.3 Indefinite 11.1 Total $ 15.7 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Rent Expense | Rent expense consist of (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Minimum rentals $ 3,791 $ 5,173 $ 1,573 $ 7,087 Contingent rentals 1,703 2,039 689 2,450 $ 5,494 $ 7,212 $ 2,262 $ 9,537 |
Summary of Minimum Annual Commitments Under Operating Leases | Minimum annual commitments under operating leases at December 31, 2020 are as follows (in thousands): Year Amount 2021 $ 3,194 2022 2,867 2023 2,506 2024 2,560 2025 2,619 Thereafter 9,370 $ 23,116 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2020, the periods from March 20, 2019 to December 31, 2019 (Successor) and January 1, 2019 to March 19, 2019 (Predecessor) and the year ended December 31, 2018, respectively (in thousands): Successor Predecessor Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2020 Accumulated Other Comprehensive Income (Loss) for the Period March 20, 2019 to December 31, 2019 Accumulated Other Comprehensive Income (Loss) for the period from January 1, 2019 to March 19, 2019 (2) Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2018 (2) Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Foreign Currency Translation Adjustments Foreign Currency Translation Adjustments Accumulated other comprehensive income (loss), beginning of the period $ (183 ) $ 902 $ 719 $ - $ - $ - $ (649 ) $ (356 ) Other comprehensive (loss) income before reclassifications (377 ) (7,215 ) (7,592 ) (183 ) 1,109 926 (165 ) (293 ) Amounts reclassified from accumulated other comprehensive income (loss) - 1,398 1,398 - (207 ) (207 ) - - Net current period other comprehensive (loss) income (377 ) (5,817 ) (6,194 ) (183 ) 902 719 (165 ) (293 ) Ending balance $ (560 ) $ (4,915 ) $ (5,475 ) $ (183 ) $ 902 $ 719 $ (814 ) $ (649 ) (1) See Note 15. (2) For the period from January 1, 2019 to March 19, 2019 (Predecessor) and the year ended December 31, 2018 (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 (as restated) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Carrying Amounts and Estimated Fair Values of the Company's Long-term Debt | The carrying amounts and estimated fair values of the Company's long-term debt at December 31, 2020 were as follows (in thousands): Carrying Value Estimated Fair Value First lien term loan facility $ 202,457 $ 188,560 Second lien term loan facility 25,000 20,950 Term credit agreement 7,000 6,680 Total debt $ 234,457 $ 216,190 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands): Fair Value Measurements at December 31, 2020 Fair Value Measurements at December 31, 2019 Description Balance Sheet Location Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Derivative financial instruments (1) Other current assets $ - $ - $ - $ - $ 250 $ - $ 250 $ - Derivative financial instruments (1) Other non-current assets - - - - 652 - 652 - Total Assets $ - $ - $ - $ - $ 902 $ - $ 902 $ - Liabilities: Derivative financial instruments (1) Other current liabilities $ 1,796 - $ 1,796 - - - - - Warrant liabilities Warrant liabilities 110,700 - 110,700 - 53,900 - 53,900 - Derivative financial instruments (1) Other long term liabilities 3,119 - 3,119 - - - - - Total Liabilities $ 115,615 $ - $ 115,615 $ 53,900 $ - $ 53,900 $ - (1) Consists of an interest rate swap. |
Summary of Significant Assumptions | The fair value of the Public and PIPE Warrants are considered a Level 2 valuation and is determined using the Monte Carlo model. The significant assumptions which the Company used in the model are: December 31, 2020 (as restated) Public Warrants 2020 PIPE Warrants Stock price $ 10.14 $ 10.14 Strike price $ 11.50 $ 5.75 Remaining life (in years) 3.22 4.45 Volatility 54.0 % 54.0 % Interest rate 0.2 % 0.3 % Redemption price $ 18.00 $ 14.50 The fair value of the Sponsor Warrants is considered a Level 2 valuation and is determined using the Black-Scholes model. The significant assumptions which the Company used in the model are: December 31, 2020 (as restated) Stock price $ 10.14 Strike price $ 11.50 Remaining life (in years) 3.22 Volatility 54.0 % Interest rate 0.2 % Dividend yield 0.0 % |
Schedule of Interest Rate Derivatives | The effect of the interest rate swap contract designated as cash flows hedging instrument on the consolidated financial statements was as follows (in thousands): Derivative Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 Year Ended December 31, 2020 March 20, 2019 to December 31, 2019 Interest rate swap $ (7,215 ) $ 1,109 Interest expense $ 1,398 $ (207 ) Total $ (7,215 ) $ 1,109 $ 1,398 $ (207 ) |
Transactions with Related Par_2
Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Summary of Purchases of Beauty Products from Related parties and Cost of Revenues | Purchases of beauty products from related parties and cost of revenues are as follows (in thousands): Predecessor January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Purchases $ 2,026 $ 25,491 Cost of revenues $ 1,828 $ 22,995 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 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 Consolidated Combined Year Ended December 31, 2020 March 20,2019 to December 31, 2019 January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Revenues: U.S. $ 11,585 $ 25,950 $ 6,008 $ 27,166 Not connected to a country 102,420 399,675 106,886 491,244 Other 6,920 18,156 5,558 22,368 Total $ 120,925 $ 443,781 $ 118,452 $ 540,778 As of December 31, 2020 2019 Property and equipment, net: U.S. $ 7,145 $ 9,965 Not connected to a country 6,242 6,826 Other 3,669 5,950 Total $ 17,056 $ 22,741 |
Quarterly Selected Financial _2
Quarterly Selected Financial Data (as Restated) (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Selected Financial Data (Unaudited) | First Quarter Second Quarter Third Quarter Fourth Quarter Successor Predecessor Successor Successor Successor Consolidated Combined Consolidated Consolidated Consolidated Three Months Ended March 31, 2020 March 20, 2019 to March 31, 2019 January 1, 2019 to March 19, 2019 Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Three Months Ended December 31, 2020 Three Months Ended December 31, 2019 Revenues $ 114,307 $ 19,014 $ 118,452 $ 998 $ 140,430 $ 1,789 $ 144,901 $ 3,831 $ 139,436 Operating (loss) income $ (193,146 ) $ (21,276 ) $ (14,943 ) $ (27,421 ) $ 8,098 $ (19,371 ) $ 8,338 $ (25,066 ) $ 5,964 Net (loss) Income $ (148,362 ) $ (30,279 ) $ (24,781 ) $ (20,693 ) $ 959 $ (47,547 ) $ 4,270 $ (71,375 ) $ (6,885 ) Net (loss) income attributable to common shareholders and Parent, respectively $ (148,362 ) $ (30,383 ) $ (25,459 ) $ (20,693 ) $ 9 $ (47,547 ) $ 2,962 $ (71,375 ) $ (7,857 ) Basic (loss) earnings per share $ (2.43 ) $ (0.50 ) - $ (0.31 ) $ 0.00 $ (0.56 ) $ 0.05 $ (0.84 ) $ (0.13 ) Diluted (loss) earning per share $ (3.23 ) $ (0.50 ) - $ (0.31 ) $ 0.00 $ (0.56 ) $ 0.04 $ (0.84 ) $ (0.13 ) Basic weighted average shares outstanding 61,169 61,118 - 65,916 61,118 84,968 61,118 85,148 61,118 Diluted weighted average shares outstanding 61,522 61,118 - 65,916 72,047 84,968 75,011 85,148 61,118 |
Summary of Effect of Correction to Applicable Reporting Periods for Financial Statements | The effect of this correction to the applicable reporting periods for the financial statement line items impacted is as follows (in thousands, except per share data): As of December 31, 2020 As Reported Restatement Impact As Restated Consolidated Balance Sheet Warrant liabilities $ - $ 104,700 $ 104,700 Total liabilities $ 276,751 $ 104,700 $ 381,451 Additional paid-in-capital $ 727,054 $ (77,514 ) $ 649,540 Accumulated deficit $ (296,060 ) $ (27,186 ) $ (323,246 ) Total shareholders' equity $ 425,528 $ (104,700 ) $ 320,828 As of December 31, 2019 As Reported Restatement Impact As Restated Consolidated Balance Sheet Warrant liabilities $ - $ 55,900 $ 55,900 Total liabilities $ 277,301 $ 55,900 $ 333,201 Additional paid-in-capital $ 653,088 $ (36,200 ) $ 616,888 Accumulated deficit $ (15,569 ) $ (19,700 ) $ (35,269 ) Total OneSpaWorld shareholders' equity $ 638,244 $ (55,900 ) $ 582,344 Total shareholders' equity $ 646,368 $ (55,900 ) $ 590,468 Year Ended December 31, 2020 As Reported Restatement Impact As Restated Consolidated and Combined Statement of Operations Change in fair value of warrant liabilities $ - $ (6,100 ) $ (6,100 ) Interest expense and warrant issuance costs $ (14,703 ) $ (1,386 ) $ (16,089 ) Total other expense, net $ (14,673 ) $ (7,486 ) $ (22,159 ) (Loss) income before income tax expense (benefit) $ (279,677 ) $ (7,486 ) $ (287,163 ) Net (loss) income $ (280,491 ) $ (7,486 ) $ (287,977 ) Comprehensive (loss) income $ (286,685 ) $ (7,486 ) $ (294,171 ) Net loss per voting and non-voting share Basic and diluted $ (3.77 ) $ (0.10 ) $ (3.87 ) March 20, 2019 to December 31, 2019 (Successor) As Reported Restatement Impact As Restated Consolidated and Combined Statement of Operations Change in fair value of warrant liabilities $ - $ (19,700 ) $ (19,700 ) Total other expense, net $ (13,479 ) $ (19,700 ) $ (33,179 ) (Loss) income before income tax expense (benefit) $ (12,355 ) $ (19,700 ) $ (32,055 ) Net (loss) income $ (12,235 ) $ (19,700 ) $ (31,935 ) Comprehensive (loss) income attributable to common shareholders and parent, respectively $ (15,569 ) $ (19,700 ) $ (35,269 ) Comprehensive income (loss) $ (14,850 ) $ (19,700 ) $ (34,550 ) Net loss per voting and non-voting share Basic and diluted $ (0.25 ) $ (0.33 ) $ (0.58 ) Year Ended December 31, 2020 As Reported Restatement Impact As Restated Net (loss) income $ (280,491 ) $ (7,486 ) $ (287,977 ) Change in fair value of warrant liabilities $ - $ 6,100 $ 6,100 Warrants issuance costs $ - $ 1,386 $ 1,386 Net cash provided by (used in) financing activities $ (36,550 ) $ - $ (36,550 ) March 20, 2019 to December 31, 1019 As Reported Restatement Impact As Restated Net (loss) income $ (12,235 ) $ (19,700 ) $ (31,935 ) Change in fair value of warrant liabilities $ - $ 19,700 $ 19,700 Net cash provided by (used in) financing activities $ (3,174 ) $ - $ (3,174 ) The following represents the reconciliation of our unaudited interim Condensed Consolidated Statements of Operations and our Consolidated Statements of Comprehensive Income for the three-months ended March 31, June 30, September 30, and December 31, 2020. Three months ended March 31, 2020 Three months ended June 30, 2020 Three months ended September 30, 2020 Three months ended December 31, 2020 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Consolidated and Combined Statements of Operations Interest expense and warrant issuance costs $ (3,743 ) $ - $ (3,743 ) $ (4,001 ) $ (1,386 ) $ (5,387 ) $ (3,483 ) $ - $ (3,483 ) $ (3,476 ) $ - $ (3,476 ) Change in fair value of warrant liabilities $ - $ 50,300 $ 50,300 $ - $ 12,100 $ 12,100 $ - $ (25,100 ) $ (25,100 ) $ - $ (43,400 ) $ (43,400 ) Total other expense, net $ (3,743 ) $ 50,300 $ 46,557 $ (4,001 ) $ 10,714 $ 6,713 $ (3,464 ) $ (25,100 ) $ (28,564 ) $ (3,465 ) $ (43,400 ) $ (46,865 ) (Loss) income before income tax expense (benefit) $ (196,889 ) $ 50,300 $ (146,589 ) $ (31,422 ) $ 10,714 $ (20,708 ) $ (22,835 ) $ (25,100 ) $ (47,935 ) $ (28,531 ) $ (43,400 ) $ (71,931 ) Net (loss) income $ (198,662 ) $ 50,300 $ (148,362 ) $ (31,407 ) $ 10,714 $ (20,693 ) $ (22,447 ) $ (25,100 ) $ (47,547 ) $ (27,975 ) $ (43,400 ) $ (71,375 ) Comprehensive (loss) income $ (205,148 ) $ 50,300 $ (154,848 ) $ (31,909 ) $ 10,714 $ (21,195 ) $ (21,965 ) $ (25,100 ) $ (47,065 ) $ (27,663 ) $ (43,400 ) $ (71,063 ) Net loss per voting and non-voting share Basic $ (3.25 ) $ 0.82 $ (2.43 ) $ (0.48 ) $ 0.16 $ (0.31 ) $ (0.26 ) $ (0.30 ) $ (0.56 ) $ (0.33 ) $ (0.51 ) $ (0.84 ) Diluted $ (3.25 ) $ 0.02 $ (3.23 ) $ (0.48 ) $ 0.16 $ (0.31 ) $ (0.26 ) $ (0.30 ) $ (0.56 ) $ (0.33 ) $ (0.51 ) $ (0.84 ) The following the reconciliation of our unaudited interim Condensed Consolidated Statements of Operations and our Consolidated Statements of Comprehensive Income for the period from March 20, 2019 to March 31, 2019, and for the three-months ended June 30, September 30, and December 31, 2019 . March 20, 2019 to March 31, 2019 Three months ended June 30, 2019 Three months ended September 30, 2019 Three months ended December 31, 2019 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Consolidated and Combined Statements of Operations Change in fair value of warrant liabilities $ - $ (7,700 ) $ (7,700 ) $ - $ (3,600 ) $ (3,600 ) $ - $ 600 $ 600 $ - $ (9,000 ) $ (9,000 ) Total other expense, net $ (557 ) $ (7,700 ) $ (8,257 ) $ (4,271 ) $ (3,600 ) $ (7,871 ) $ (4,571 ) $ 600 $ (3,971 ) $ (4,080 ) $ (9,000 ) $ (13,080 ) (Loss) income before income tax expense (benefit) $ (21,833 ) $ (7,700 ) $ (29,533 ) $ 3,827 $ (3,600 ) $ 227 $ 3,767 $ 600 $ 4,367 $ 1,884 $ (9,000 ) $ (7,116 ) Net (loss) income $ (22,579 ) $ (7,700 ) $ (30,279 ) $ 4,559 $ (3,600 ) $ 959 $ 3,670 $ 600 $ 4,270 $ 2,115 $ (9,000 ) $ (6,885 ) Net (loss) income attributable to common shareholders and Parent, respectively $ (22,683 ) $ (7,700 ) $ (30,383 ) $ 3,609 $ (3,600 ) $ 9 $ 2,362 $ 600 $ 2,962 $ 1,143 $ (9,000 ) $ (7,857 ) Comprehensive (loss) income attributable to common shareholders and Parent $ (23,508 ) $ (7,700 ) $ (31,208 ) $ 3,479 $ (3,600 ) $ (121 ) $ 2,422 $ 600 $ 3,022 $ 2,757 $ (9,000 ) $ (6,243 ) Net loss per voting and non-voting share Basic $ (0.37 ) $ (0.13 ) $ (0.50 ) $ 0.06 $ (0.06 ) $ 0.00 $ 0.04 $ 0.01 $ 0.05 $ 0.02 $ (0.15 ) $ (0.13 ) Diluted $ (0.37 ) $ (0.13 ) $ (0.50 ) $ 0.05 $ (0.05 ) $ 0.00 $ 0.03 $ 0.01 $ 0.04 $ 0.02 $ (0.15 ) $ (0.13 ) The following represents the reconciliation of our unaudited interim Condensed Consolidated Statements of Operations and our Condensed Consolidated Statements of Comprehensive Income for the six and nine-months ended June 30, 2020 and September 30, 2020, and for the periods from March 20, 2019 to June 30, 2019 and from March 20, 2019 to September 30, 2019 . Six months ended June 30, 2020 Nine months ended September 30, 2020 March 20, 2019 to June 30, 2019 March 20, 2019 to September 30, 2019 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Consolidated and Combined Statements of Operations Interest expense and warrant issuance costs $ (7,744 ) $ (1,386 ) $ (9,130 ) $ (11,227 ) $ (1,386 ) $ (12,613 ) $ (4,828 ) $ - $ (4,828 ) $ (11,227 ) $ - $ (11,227 ) Change in fair value of warrant liabilities $ - $ 62,400 $ 62,400 $ - $ 37,300 $ 37,300 $ - $ (11,300 ) $ (11,300 ) $ - $ (10,700 ) $ (10,700 ) Total other expense, net $ (7,744 ) $ 61,014 $ 53,270 $ (11,208 ) $ 35,914 $ 24,706 $ (4,828 ) $ (11,300 ) $ (16,128 ) $ (9,399 ) $ (10,700 ) $ (20,099 ) (Loss) income before income tax expense (benefit) $ (228,311 ) $ 61,014 $ (167,297 ) $ (251,146 ) $ 35,914 $ (215,232 ) $ (18,006 ) $ (11,300 ) $ (29,306 ) $ (14,239 ) $ (10,700 ) $ (24,939 ) Net (loss) income $ (230,069 ) $ 61,014 $ (169,055 ) $ (252,516 ) $ 35,914 $ (216,602 ) $ (18,020 ) $ (11,300 ) $ (29,320 ) $ (14,350 ) $ (10,700 ) $ (25,050 ) Net (loss) income attributable to common shareholders and Parent, respectively $ (230,069 ) $ 61,014 $ (169,055 ) $ (252,516 ) $ 35,914 $ (216,602 ) $ (19,074 ) $ (11,300 ) $ (30,374 ) $ (16,712 ) $ (10,700 ) $ (27,412 ) Comprehensive (loss) income attributable to common shareholders and Parent $ (237,057 ) $ 61,014 $ (176,043 ) $ (259,022 ) $ 35,914 $ (223,108 ) $ (20,029 ) $ (11,300 ) $ (31,329 ) $ (17,043 ) $ (10,700 ) $ (27,743 ) Net loss per voting and non-voting share Basic $ (3.62 ) $ 0.96 $ (2.66 ) $ (3.57 ) $ 0.51 $ (3.06 ) $ (0.31 ) $ (0.18 ) $ (0.50 ) $ (0.27 ) $ (0.18 ) $ (0.45 ) Diluted $ (3.62 ) $ 0.96 $ (2.66 ) $ (3.57 ) $ 0.51 $ (3.06 ) $ (0.31 ) $ (0.18 ) $ (0.50 ) $ (0.27 ) $ (0.18 ) $ (0.45 ) The following represents the reconciliation of our unaudited interim Condensed Consolidated Balance Sheets as of March 31, June 30, and September 30 , As of September 30, 2020 As of June 30, 2020 As of March 31, 2020 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Consolidated Balance Sheets Warrant liabilities $ - $ 61,300 $ 61,300 $ - $ 36,200 $ 36,200 $ - $ 5,600 $ 5,600 Total liabilities $ 277,516 $ 61,300 $ 338,816 $ 283,219 $ 36,200 $ 319,419 $ 293,882 $ 5,600 $ 299,482 Additional paid-in-capital $ 713,622 $ (78,900 ) $ 634,722 $ 712,512 $ (78,900 ) $ 633,612 $ 643,489 $ (36,200 ) $ 607,289 Accumulated deficit $ (268,085 ) $ 17,600 $ (250,485 ) $ (245,638 ) $ 42,700 $ (202,938 ) $ (214,231 ) $ 30,600 $ (183,631 ) Total OneSpaWorld shareholders' equity $ 439,759 $ (61,300 ) $ 378,459 $ 460,614 $ (36,200 ) $ 424,414 $ 423,497 $ (5,600 ) $ 417,897 Total shareholders' equity $ 439,759 $ (61,300 ) $ 378,459 $ 460,614 $ (36,200 ) $ 424,414 $ 423,497 $ (5,600 ) $ 417,897 The following represents the reconciliation of our unaudited interim Condensed Consolidated Balance Sheets as of March 31, June 30, and September 30, 2019 : As of September 30, 2019 As of June 30, 2019 As of March 31, 2019 As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated As Reported Restatement Impact As Restated Warrant liabilities $ - $ 46,900 $ 46,900 $ - $ 47,500 $ 47,500 $ - $ 43,900 $ 43,900 Total liabilities $ 269,617 $ 46,900 $ 316,517 $ 282,227 $ 47,500 $ 329,727 $ 286,635 $ 43,900 $ 330,535 Additional paid-in-capital $ 655,335 $ (36,200 ) $ 619,135 $ 655,210 $ (36,200 ) $ 619,010 $ 655,210 $ (36,200 ) $ 619,010 Accumulated deficit $ (16,712 ) $ (10,700 ) $ (27,412 ) $ (19,074 ) $ (11,300 ) $ (30,374 ) $ (22,683 ) $ (7,700 ) $ (30,383 ) Total OneSpaWorld shareholders' equity $ 638,298 $ (46,900 ) $ 591,398 $ 635,751 $ (47,500 ) $ 588,251 $ 632,272 $ (43,900 ) $ 588,372 Total Equity (deficit) $ 646,284 $ (46,900 ) $ 599,384 $ 642,429 $ (47,500 ) $ 594,929 $ 638,000 $ (43,900 ) $ 594,100 |
Organization - Additional Infor
Organization - Additional Information (Details) | Jun. 12, 2020USD ($) | Mar. 24, 2020 | Oct. 27, 2017USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)SpaVesselResortEmployeeshares | Dec. 07, 2020USD ($)$ / shares | Feb. 14, 2020 |
Proceeds from the issuance of common shares | $ 122,510,000 | |||||||
Number of operating spa onboard | Spa | 1 | |||||||
Number of operating vessel | Vessel | 1 | |||||||
Resort spas closed date | Mar. 26, 2020 | |||||||
Number of employees repatriated | Employee | 3,220 | |||||||
Number of cruise ship personnel re-embarked | Employee | 18 | |||||||
Number of vessels sailed at any time | Vessel | 3 | |||||||
Number of vessels sailing | Vessel | 1 | |||||||
Spa personnel furloughed | 96.00% | |||||||
Terminated employment, percentage | 66.00% | |||||||
Percentage of salary reductions for corporate personnel | 38.00% | |||||||
Number of personnel returned to work | Employee | 386 | |||||||
Number of salary reductions for corporate personnel | Employee | 72 | |||||||
Dividend declared date | Feb. 26, 2020 | Feb. 26, 2020 | ||||||
Dividends payable | $ 2,400,000 | $ 2,400,000 | $ 2,400,000 | |||||
Credit Facility [Member] | ||||||||
Proceeds from credit facility, net | 7,000,000 | |||||||
Credit facility, available and undrawn | 13,000,000 | $ 13,000,000 | ||||||
U.S. and Caribbean [Member] | ||||||||
Number of reopened and operating resort saps | Resort | 45 | |||||||
2020 Private Placement [Member] | ||||||||
Common stock and warrants sold | $ 75,000,000 | |||||||
At-the- Market Equity Offering [Member] | Common Stock [Member] | ||||||||
Proceeds from the issuance of common shares | $ 11,100,000 | $ 11,100,000 | ||||||
Common shares, par value | $ / shares | $ 0.0001 | |||||||
Common stock, shares sold | shares | 1,259,195 | 1,259,195 | ||||||
Remaining available under sales agreement | $ 38,000,000 | $ 38,000,000 | ||||||
At-the- Market Equity Offering [Member] | Common Stock [Member] | Maximum [Member] | ||||||||
Aggregate offering price | $ 50,000,000 | |||||||
Bahamian [Member] | ||||||||
Noncontrolling Interest | 60.00% | |||||||
Medispa Limited [Member] | ||||||||
Noncontrolling Interest | 40.00% | |||||||
Percentage of noncontrolling interest acquired | 40.00% | |||||||
Haymaker Acquisition Corp [Member] | ||||||||
Proceeds from the issuance of common shares | $ 300,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (as Restated) - Additional Information (Details) | Apr. 30, 2020$ / sharesshares | Mar. 19, 2019$ / sharesshares | Oct. 31, 2017shares | Mar. 19, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2020USD ($)Business | Dec. 31, 2019USD ($)Business$ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2017shares |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Warrant exercise price | $ / shares | $ 11.50 | $ 11.50 | |||||||
Exchange of outstanding common shares percentage | 50.00% | ||||||||
Inventory reserve recorded due to COVID-19 pandemic | $ 0 | $ 0 | $ 6,000,000 | $ 0 | |||||
Goodwill impairment charge | 190,077,000 | ||||||||
Trade name impairment charge | $ 700,000 | ||||||||
Contract renewal term | five years | ||||||||
Operating lease, renewal term | 10 years | ||||||||
Shipping and handling costs | 2,498,000 | 13,986,000 | $ 18,957,000 | 9,937,000 | |||||
Number of cruise business | Business | 3 | 3 | |||||||
Allowance for doubtful accounts | 10,000 | $ 44,000 | $ 10,000 | ||||||
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 | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||
Minimum [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Operating lease, renewal term | 3 years | ||||||||
Tax benefit realized upon ultimate settlement | 50.00% | ||||||||
Minimum [Member] | Concentration of Credit Risk [Member] | Accounts Receivable [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk, percentage | 10.00% | 10.00% | |||||||
Maximum [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Operating lease, renewal term | 5 years | ||||||||
Cost of Revenue and Operating Expenses [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Advertising expenses | 500,000 | 2,500,000 | $ 2,400,000 | 3,700,000 | |||||
Administrative Expenses [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Transaction gains (losses) included in administrative expenses | 500,000 | (200,000) | (70,000) | (400,000) | |||||
Shipping And Handling [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Shipping and handling costs | $ 10,000 | $ 40,000 | $ 40,000 | $ 400,000 | |||||
Investment Agreement | 2020 PIPE Warrants [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Warrants issued to purchase shares | shares | 1 | ||||||||
Warrant exercise price | $ / shares | $ 5.75 | ||||||||
Class of Warrant or Right, Outstanding | shares | 5,000,000 | ||||||||
Haymaker Sponsor LLC [Member] | Amended and Restated Warrant Agreement [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Warrants issued to purchase shares | shares | 1 | ||||||||
Warrant exercise price | $ / shares | $ 11.50 | $ 11.50 | |||||||
Warrants issued for purchase of common shares description | each whole Sponsor Warrant and each whole Public Warrant entitles the holder to purchase one common share of the Company at an exercise price of $11.50 per share | ||||||||
Haymaker Sponsor LLC [Member] | 2020 Private Placement [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Warrants issued to purchase shares | shares | 8,000,000 | ||||||||
Warrants Purchased By Investors | shares | 3,105,294 | ||||||||
Haymaker Sponsor LLC [Member] | IPO [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Warrants issued to purchase shares | shares | 16,500,000 | ||||||||
Owner Of One Spa World Medi spa Bahamas Limited [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Ownership percentage | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (as Restated) - Summary of Effect of Correction to Applicable Reporting Periods for Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 20, 2019 | [1] | Mar. 19, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Warrant liabilities | $ 104,700 | $ 55,900 | |||||||||||
Total liabilities | 381,451 | $ 338,816 | $ 319,419 | $ 299,482 | 333,201 | $ 316,517 | $ 329,727 | $ 330,535 | |||||
Additional paid-in capital | 649,540 | 634,722 | 633,612 | 607,289 | 616,888 | 619,135 | 619,010 | 619,010 | |||||
Accumulated deficit | (323,246) | (250,485) | (202,938) | (183,631) | (35,269) | (27,412) | (30,374) | (30,383) | |||||
Total OneSpaWorld shareholders' equity | 320,828 | 378,459 | 424,414 | 417,897 | 582,344 | 591,398 | 588,251 | 588,372 | |||||
Total shareholders' equity | 320,828 | 378,459 | 424,414 | 417,897 | 590,468 | 599,384 | 594,929 | 594,100 | $ 633,590 | $ 199,006 | $ (127,583) | $ 225,281 | |
As Reported [Member] | |||||||||||||
Total liabilities | 276,751 | 277,516 | 283,219 | 293,882 | 277,301 | 269,617 | 282,227 | 286,635 | |||||
Additional paid-in capital | 727,054 | 713,622 | 712,512 | 643,489 | 653,088 | 655,335 | 655,210 | 655,210 | |||||
Accumulated deficit | (296,060) | (268,085) | (245,638) | (214,231) | (15,569) | (16,712) | (19,074) | (22,683) | |||||
Total OneSpaWorld shareholders' equity | 439,759 | 460,614 | 423,497 | 638,244 | 638,298 | 635,751 | 632,272 | ||||||
Total shareholders' equity | 425,528 | 439,759 | 460,614 | 423,497 | 646,368 | 646,284 | 642,429 | 638,000 | |||||
Restatement Impact [Member] | |||||||||||||
Warrant liabilities | 104,700 | 55,900 | |||||||||||
Total liabilities | 104,700 | 61,300 | 36,200 | 5,600 | 55,900 | 46,900 | 47,500 | 43,900 | |||||
Additional paid-in capital | (77,514) | (78,900) | (78,900) | (36,200) | (36,200) | (36,200) | (36,200) | (36,200) | |||||
Accumulated deficit | (27,186) | 17,600 | 42,700 | 30,600 | (19,700) | (10,700) | (11,300) | (7,700) | |||||
Total OneSpaWorld shareholders' equity | (61,300) | (36,200) | (5,600) | (55,900) | (46,900) | (47,500) | (43,900) | ||||||
Total shareholders' equity | $ (104,700) | $ (61,300) | $ (36,200) | $ (5,600) | $ (55,900) | $ (46,900) | $ (47,500) | $ (43,900) | |||||
[1] | Initial equity balances of the Successor reflect the equity of the accounting acquirer, Haymaker Acquisition Corp., and the issuance of common stock, warrants and cash contributed by Haymaker in connection with the acquisition of OSW Predecessor. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (as Restated) - Summary of Effect of Correction to Applicable Reporting Periods for Consolidated and Combined Statement of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Mar. 19, 2019 | Mar. 19, 2019 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 |
Change in fair value of warrant liabilities | $ (7,700) | $ (43,400) | $ (25,100) | $ 12,100 | $ 50,300 | $ (9,000) | $ 600 | $ (11,300) | $ (3,600) | $ 62,400 | $ (10,700) | $ 37,300 | $ (19,700) | $ (19,700) | $ (6,100) | |||
Interest expense and warrant issuance costs | (3,476) | (3,483) | (5,387) | (3,743) | (4,828) | $ (6,316) | (9,130) | (11,227) | (12,613) | (13,522) | (16,089) | $ (34,099) | ||||||
Total other expense, net | (8,257) | (46,865) | (28,564) | 6,713 | 46,557 | (13,080) | (3,971) | (16,128) | (7,871) | (9,729) | 53,270 | (20,099) | 24,706 | (33,179) | (22,159) | (33,690) | ||
(Loss) income before income tax expense (benefit) | (29,533) | (71,931) | (47,935) | (20,708) | (146,589) | (7,116) | 4,367 | (29,306) | 227 | (24,672) | (167,297) | (24,939) | (215,232) | (32,055) | (287,163) | 14,831 | ||
Net (loss) income | (30,279) | (71,375) | (47,547) | (20,693) | (148,362) | (6,885) | 4,270 | (29,320) | 959 | $ (24,781) | (24,781) | (169,055) | (25,050) | (216,602) | (31,935) | $ (31,935) | (287,977) | 13,743 |
Comprehensive (loss) income attributable to common shareholders and parent, respectively | (30,383) | (71,375) | (47,547) | (20,693) | (148,362) | (7,857) | 2,962 | (30,374) | 9 | $ (25,459) | (25,459) | (169,055) | (27,412) | (216,602) | (35,269) | (287,977) | 9,886 | |
Comprehensive (loss) income | (31,208) | (71,063) | (47,065) | (21,195) | (154,848) | (6,243) | 3,022 | (31,329) | (121) | $ (25,624) | (176,043) | (27,743) | (223,108) | $ (34,550) | $ (294,171) | $ 9,593 | ||
NET LOSS PER VOTING AND NON-VOTING SHARE | ||||||||||||||||||
Basic and diluted | $ (0.58) | $ (3.87) | ||||||||||||||||
As Reported [Member] | ||||||||||||||||||
Interest expense and warrant issuance costs | (3,476) | (3,483) | (4,001) | (3,743) | (4,828) | (7,744) | (11,227) | (11,227) | $ (14,703) | |||||||||
Total other expense, net | (557) | (3,465) | (3,464) | (4,001) | (3,743) | (4,080) | (4,571) | (4,828) | (4,271) | (7,744) | (9,399) | (11,208) | $ (13,479) | (14,673) | ||||
(Loss) income before income tax expense (benefit) | (21,833) | (28,531) | (22,835) | (31,422) | (196,889) | 1,884 | 3,767 | (18,006) | 3,827 | (228,311) | (14,239) | (251,146) | (12,355) | (279,677) | ||||
Net (loss) income | (22,579) | (27,975) | (22,447) | (31,407) | (198,662) | 2,115 | 3,670 | (18,020) | 4,559 | (230,069) | (14,350) | (252,516) | (12,235) | (280,491) | ||||
Comprehensive (loss) income attributable to common shareholders and parent, respectively | (22,683) | 1,143 | 2,362 | (19,074) | 3,609 | (230,069) | (16,712) | (252,516) | (15,569) | |||||||||
Comprehensive (loss) income | (23,508) | (27,663) | (21,965) | (31,909) | (205,148) | 2,757 | 2,422 | (20,029) | 3,479 | (237,057) | (17,043) | (259,022) | $ (14,850) | $ (286,685) | ||||
NET LOSS PER VOTING AND NON-VOTING SHARE | ||||||||||||||||||
Basic and diluted | $ (0.25) | $ (3.77) | ||||||||||||||||
Restatement Impact [Member] | ||||||||||||||||||
Change in fair value of warrant liabilities | (7,700) | (43,400) | (25,100) | 12,100 | 50,300 | (9,000) | 600 | (11,300) | (3,600) | 62,400 | (10,700) | 37,300 | $ (19,700) | $ (6,100) | ||||
Interest expense and warrant issuance costs | (1,386) | (1,386) | (1,386) | (1,386) | ||||||||||||||
Total other expense, net | (7,700) | (43,400) | (25,100) | 10,714 | 50,300 | (9,000) | 600 | (11,300) | (3,600) | 61,014 | (10,700) | 35,914 | (19,700) | (7,486) | ||||
(Loss) income before income tax expense (benefit) | (7,700) | (43,400) | (25,100) | 10,714 | 50,300 | (9,000) | 600 | (11,300) | (3,600) | 61,014 | (10,700) | 35,914 | (19,700) | (7,486) | ||||
Net (loss) income | (7,700) | (43,400) | (25,100) | 10,714 | 50,300 | (9,000) | 600 | (11,300) | (3,600) | 61,014 | (10,700) | 35,914 | (19,700) | (7,486) | ||||
Comprehensive (loss) income attributable to common shareholders and parent, respectively | (7,700) | (9,000) | 600 | (11,300) | (3,600) | 61,014 | (10,700) | 35,914 | (19,700) | |||||||||
Comprehensive (loss) income | $ (7,700) | $ (43,400) | $ (25,100) | $ 10,714 | $ 50,300 | $ (9,000) | $ 600 | $ (11,300) | $ (3,600) | $ 61,014 | $ (10,700) | $ 35,914 | $ (19,700) | $ (7,486) | ||||
NET LOSS PER VOTING AND NON-VOTING SHARE | ||||||||||||||||||
Basic and diluted | $ (0.33) | $ (0.10) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (as Restated) - Summary of Effect on Individual Line Items Within Operating Cash Flows on Consolidated Statement of Cash Flows (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Mar. 19, 2019 | Mar. 19, 2019 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 |
Net (loss) income | $ (30,279) | $ (71,375) | $ (47,547) | $ (20,693) | $ (148,362) | $ (6,885) | $ 4,270 | $ (29,320) | $ 959 | $ (24,781) | $ (24,781) | $ (169,055) | $ (25,050) | $ (216,602) | $ (31,935) | $ (31,935) | $ (287,977) | $ 13,743 |
Change in fair value of warrant liabilities | 7,700 | 43,400 | 25,100 | (12,100) | (50,300) | 9,000 | (600) | 11,300 | 3,600 | (62,400) | 10,700 | (37,300) | 19,700 | 19,700 | 6,100 | |||
Warrant issuance costs | 1,386 | |||||||||||||||||
Net cash provided by (used in) financing activities | $ 3,733 | (3,174) | $ (3,174) | (36,550) | $ 32,387 | |||||||||||||
As Reported [Member] | ||||||||||||||||||
Net (loss) income | (22,579) | (27,975) | (22,447) | (31,407) | (198,662) | 2,115 | 3,670 | (18,020) | 4,559 | (230,069) | (14,350) | (252,516) | (12,235) | (280,491) | ||||
Net cash provided by (used in) financing activities | (3,174) | (36,550) | ||||||||||||||||
Restatement Impact [Member] | ||||||||||||||||||
Net (loss) income | (7,700) | (43,400) | (25,100) | 10,714 | 50,300 | (9,000) | 600 | (11,300) | (3,600) | 61,014 | (10,700) | 35,914 | (19,700) | (7,486) | ||||
Change in fair value of warrant liabilities | $ 7,700 | $ 43,400 | $ 25,100 | $ (12,100) | $ (50,300) | $ 9,000 | $ (600) | $ 11,300 | $ 3,600 | $ (62,400) | $ 10,700 | $ (37,300) | $ 19,700 | 6,100 | ||||
Warrant issuance costs | $ 1,386 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (as Restated) - Summary of Reconciles Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 20, 2019 | Mar. 19, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||||
Cash and cash equivalents | $ 41,552 | $ 13,863 | ||||
Restricted cash | 1,896 | |||||
Total cash and restricted cash in the consolidated statement of cash flows | $ 43,448 | $ 13,863 | $ 1,774 | $ 14,638 | $ 15,302 | $ 8,671 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (as Restated) - Summary of Loss per Basic and Diluted Share Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Mar. 19, 2019 | Mar. 19, 2019 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | ||
Accounting Policies [Abstract] | |||||||||||||||||||
Net loss attributable to OneSpaWorld | $ (30,383) | $ (71,375) | $ (47,547) | $ (20,693) | $ (148,362) | $ (7,857) | $ 2,962 | $ (30,374) | $ 9 | $ (25,459) | $ (25,459) | $ (169,055) | $ (27,412) | $ (216,602) | $ (35,269) | $ (287,977) | $ 9,886 | ||
Weighted average shares issued and outstanding - basic | 61,118 | 85,148 | 84,968 | 65,916 | 61,169 | 61,118 | 61,118 | 61,118 | 61,118,000 | 74,359,000 | |||||||||
Weighted average shares issued and outstanding - diluted | 61,118 | 85,148 | 84,968 | 65,916 | 61,522 | 61,118 | 75,011 | 72,047 | 61,118,000 | [1] | 74,359,000 | [1] | |||||||
Loss per share: | |||||||||||||||||||
Basic | $ (0.50) | $ (0.84) | $ (0.56) | $ (0.31) | $ (2.43) | $ (0.13) | $ 0.05 | $ (0.50) | $ 0 | $ (2.66) | $ (0.45) | $ (3.06) | $ (0.58) | $ (3.87) | |||||
Diluted | $ (0.50) | $ (0.84) | $ (0.56) | $ (0.31) | $ (3.23) | $ (0.13) | $ 0.04 | $ (0.50) | $ 0 | $ (2.66) | $ (0.45) | $ (3.06) | $ (0.58) | $ (3.87) | |||||
[1] | Potential common shares under the treasury stock method were antidilutive because the Company reported a net loss in this period. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, warrants, deferred shares and restricted stock. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (as Restated)- Summary of Weighted-Average Number of Antidilutive Potential Common Shares (Details) - shares shares in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 35,588 | 36,481 | |
Warrant [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | [1] | 24,500 | 26,974 |
Deferred shares [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 6,600 | 3,840 | |
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 4,455 | 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 | 33 | 702 | |
Performance Stock Units [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 589 | ||
[1] | Includes all Public, Sponsor and 2020 PIPE Warrants. |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (as Restated) - Summary of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Beginning balance | $ (10) | ||
Provision for doubtful accounts | $ (8) | (172) | $ (18) |
Write-offs | 138 | ||
Ending balance | $ (44) |
Business Combination (as rest_3
Business Combination (as restated) - Additional Information (Details) - USD ($) $ in Thousands | Mar. 19, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 190,077 | ||
Maritime [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 174,200 | 174,150 | |
Destination Resorts [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 15,900 | $ 15,927 | |
Haymaker Acquisition Corp [Member] | |||
Business Acquisition [Line Items] | |||
Business combination consummated date | Mar. 19, 2019 |
Business Combination (as rest_4
Business Combination (as restated) - Schedule of Unaudited Supplemental Pro Forma (Details) - Haymaker Acquisition Corp [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Revenues | $ 562,233 |
Net Loss | $ (45,989) |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 31,141 | $ 29,184 |
Less: Accumulated depreciation and amortization | (14,085) | (6,443) |
Property plant and equipment, net | 17,056 | 22,741 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 4,106 | 2,501 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, useful life in years | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, useful life in years | 7 years | |
Computers and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 7,659 | 7,216 |
Computers and Equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, useful life in years | 3 years | |
Computers and Equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, useful life in years | 8 years | |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 19,376 | $ 19,467 |
Property plant and equipment, useful life in years | Shorter of remaining lease term or useful life |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 1.2 | $ 6.4 | $ 7.6 | $ 6.5 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Goodwill | $ 190,077 | ||||
Goodwill impairment charge | $ 190,077 | ||||
Amortization of intangible assets | $ 755 | 13,174 | 16,823 | $ 3,521 | |
Estimated amortization expense in 2021 | 16,800 | ||||
Estimated amortization expense in 2022 | 16,800 | ||||
Estimated amortization expense in 2023 | 16,800 | ||||
Estimated amortization expense in 2024 | 16,800 | ||||
Estimated amortization expense in 2025 | 16,800 | ||||
Trade Names [Member] | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Intangible assets, Impairment charge | 700 | ||||
Maritime [Member] | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Goodwill | 174,150 | $ 174,200 | |||
Goodwill impairment charge | 174,150 | ||||
Destination Resorts [Member] | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Goodwill | 15,927 | $ 15,900 | |||
Goodwill impairment charge | $ 15,927 | ||||
Steiner Leisure [Member] | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Goodwill Fair value | $ 199,400 | ||||
Goodwill | 190,100 | ||||
Goodwill decrease due to immaterial corrections, changes in cash consideration and measurement period adjustments | $ 9,300 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Goodwill [Line Items] | |
Balance at December 31,2019 | $ 190,077 |
Impairments | (190,077) |
Maritime [Member] | |
Goodwill [Line Items] | |
Balance at December 31,2019 | 174,150 |
Impairments | (174,150) |
Destination Resorts [Member] | |
Goodwill [Line Items] | |
Balance at December 31,2019 | 15,927 |
Impairments | $ (15,927) |
Goodwill and Intangible Asset_4
Goodwill and 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 |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cost | $ 629,800 | $ 629,800 |
Accumulated Amortization and Impairment | (13,163) | (30,686) |
Net Balance | 616,637 | 599,114 |
Retail Concession Agreements [Member] | ||
Cost | 604,700 | 604,700 |
Accumulated Amortization and Impairment | (12,165) | (27,680) |
Net Balance | $ 592,535 | $ 577,020 |
Weighted Average Amortization Period (in years) | 39 years | 39 years |
Destination Resort Agreements [Member] | ||
Cost | $ 17,900 | $ 17,900 |
Accumulated Amortization and Impairment | (907) | (2,095) |
Net Balance | $ 16,993 | $ 15,805 |
Weighted Average Amortization Period (in years) | 15 years | 15 years |
Licensing Agreements [Member] | ||
Cost | $ 1,000 | $ 1,000 |
Accumulated Amortization and Impairment | (91) | (211) |
Net Balance | $ 909 | $ 789 |
Weighted Average Amortization Period (in years) | 8 years | 8 years |
Trade Name [Member] | ||
Cost | $ 6,200 | $ 6,200 |
Accumulated Amortization and Impairment | (700) | |
Net Balance | $ 6,200 | $ 5,500 |
Weighted Average Amortization Period (in years) | Indefinite-life | Indefinite-life |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Operative commissions | $ 286 | $ 4,194 |
Minimum cruise line commissions | 2,246 | 4,164 |
Professional fees | 6,034 | 4,538 |
Payroll and bonuses | 4,512 | 2,566 |
Interest | 2,292 | 339 |
Other | 10,391 | 7,774 |
Total | $ 25,761 | $ 23,575 |
Long-term Debt - Summary of Lon
Long-term Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Long-term debt, Interest Rate | 4.00% | |
Long-term debt, Maturities | 2024 | |
Total debt | $ 234,457 | $ 227,457 |
Less: unamortized debt issuance cost | (5,024) | (6,050) |
Total debt, net of unamortized debt issuance cost | $ 229,433 | $ 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 |
Term Credit Agreement [Member] | ||
Total debt | $ 7,000 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Mar. 19, 2019 | Dec. 31, 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 December 31, 2020 and 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 | $ 208,500 | ||
Debt instrument variable rate basis | LIBOR plus a margin of 4.00% | ||
Debt instrument variable rate basis | 4.00% | ||
Debt instrument variable rate basis | 3.75% | ||
Prepayment of principal amount | $ 5,000 | ||
First Lien Term Loan Facility [Member] | |||
Debt instrument face amount | $ 20,000 | ||
Debt instrument term | 7 years | ||
First Lien Revolving Facility [Member] | |||
Maximum borrowing capacity | $ 20,000 | $ 20,000 | |
Debt instrument term | 5 years | ||
Available borrowing capacity | $ 13,000 | ||
First Lien Revolving Facility [Member] | Letter of Credit [Member] | |||
Maximum borrowing capacity | $ 5,000 | ||
First Lien Delayed Draw Facility [Member] | |||
Debt instrument face amount | 5,000 | ||
Second Lien Term Loan Facility [Member] | |||
Maximum borrowing capacity | $ 25,000 | ||
Debt instrument term | 8 years | ||
Debt instrument variable rate basis | LIBOR plus 7.50% | ||
Debt instrument variable rate basis | 7.50% |
Long-term Debt - Schedule of Pr
Long-term Debt - Schedule of Principal Repayments on Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2022 | $ 1,776 | |
2023 | 2,085 | |
2024 | 9,085 | |
2025 | 2,085 | |
Thereafter Total | 219,426 | |
Total Debt | $ 234,457 | $ 227,457 |
Long-term Debt - Schedule of Bo
Long-term Debt - Schedule of Borrowing Capacity and Amount Borrowed (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 19, 2019 |
Amount Borrowed | $ 234,457 | $ 227,457 | |
First Lien Revolving Facility [Member] | |||
Borrowing Capacity | 20,000 | $ 20,000 | |
Amount Borrowed | $ 7,000 |
Equity and Warrant Liabilities
Equity and Warrant Liabilities - Additional Information (Details) | Jun. 12, 2020USD ($)$ / sharesshares | Apr. 30, 2020Vote$ / shares | Mar. 24, 2020 | Mar. 19, 2019shares | Dec. 31, 2020USD ($)Vote$ / sharesshares | Nov. 30, 2019$ / shares | Oct. 31, 2017shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Vote$ / sharesshares | Dec. 07, 2020USD ($)$ / shares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Oct. 19, 2017$ / sharesshares |
Non-voting common share convert into voting common share | 1 | 1 | |||||||||||||||
Percentage of voting power on contingent conversion triggering event | 44.90% | ||||||||||||||||
Warrant exercise price | $ / shares | $ 11.50 | ||||||||||||||||
Proceeds from 2020 private placement, net of issuance costs paid | $ | $ 68,602,000 | ||||||||||||||||
Proceeds from the issuance of common shares | $ | $ 122,510,000 | ||||||||||||||||
Warrants and rights Outstanding | $ | $ 16,150,379 | $ 5,600,000 | $ 16,498,900 | $ 16,150,379 | $ 61,300,000 | $ 36,200,000 | $ 46,900,000 | $ 47,500,000 | $ 43,900,000 | ||||||||
Consideration Arrangements Description | As part of the equity consideration transferred in the Business Combination on March 19, 2019, Steiner and Haymaker Sponsor, LLC (“Haymaker Sponsor”) received deferred shares which provided the right to receive 5,000,000 and 1,600,000 OneSpaWorld common stock, respectively. The issuance of the OneSpaWorld common shares related to the Deferred Shares is contingent upon the earliest occurrence of any of the following events: (i) OneSpaWorld share price reaching $20 per share for five consecutive trading dates, as adjusted to reflect any stock split, reverse stock split, stock dividend, payment of dividends and other events as defined in the applicable Deferred Shares agreement, (ii) in the event of a change of control, as defined, of the Company if the price per share paid in connection with such change in control is equal to or greater than $20; however, if the price per share paid in connection with such change in control is less than $20, then no OneSpaWorld common shares will be issued and all the rights to receive the shares will be forfeited for no consideration, and (iii) ten years from the date of the Business Combination agreement | ||||||||||||||||
Deferred shares | 5,000,000 | ||||||||||||||||
Warrants Available For Conversion | 1,100 | ||||||||||||||||
Conversion Of Warrants Into Shares | 1,100 | ||||||||||||||||
Class Of Warrant Or Right Repurchased Shares | 348,521 | ||||||||||||||||
Payments For Repurchase Of Warrants | $ | $ 900,000 | $ 879,000 | |||||||||||||||
Warrants agreement expire date | 5 years | ||||||||||||||||
Redemption price of warrant | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||
Share price minimum for redemption | $ / shares | $ 18 | $ 18 | |||||||||||||||
Cash dividend per share | $ / shares | $ 0.04 | ||||||||||||||||
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 | $ 2,400,000 | $ 2,400,000 | ||||||||||||||
Steiner [Member] | |||||||||||||||||
Deferred shares | 5,000,000 | ||||||||||||||||
Haymaker Sponsor LLC [Member] | |||||||||||||||||
Deferred shares | 1,600,000 | ||||||||||||||||
Two Directors [Member] | Minimum [Member] | Steiner [Member] | |||||||||||||||||
Percentage of issued and outstanding common shares | 15.00% | ||||||||||||||||
One Directors [Member] | Minimum [Member] | Steiner [Member] | |||||||||||||||||
Percentage of issued and outstanding common shares | 5.00% | ||||||||||||||||
2020 Private Placement [Member] | |||||||||||||||||
Common stock and warrants sold | $ | $ 75,000,000 | ||||||||||||||||
Weighted average price | $ / shares | $ 10.50 | ||||||||||||||||
2020 Private Placement [Member] | Haymaker Sponsor LLC [Member] | |||||||||||||||||
Warrants issued to purchase shares | 8,000,000 | ||||||||||||||||
At-the- Market Equity Offering [Member] | Common Stock [Member] | |||||||||||||||||
Common shares, par value | $ / shares | $ 0.0001 | ||||||||||||||||
Common stock, shares sold | 1,259,195 | 1,259,195 | |||||||||||||||
Proceeds from the issuance of common shares | $ | $ 11,100,000 | $ 11,100,000 | |||||||||||||||
Remaining available under sales agreement | $ | 38,000,000 | $ 38,000,000 | |||||||||||||||
At-the- Market Equity Offering [Member] | Common Stock [Member] | Maximum [Member] | |||||||||||||||||
Aggregate offering amount | $ | $ 50,000,000 | ||||||||||||||||
2019 PIPE Warrants [Member] | |||||||||||||||||
Warrant exercise price | $ / shares | $ 11.50 | ||||||||||||||||
Warrants to purchase common stock | 8,000,000 | ||||||||||||||||
Warrants transferred to investors | 3,105,294 | ||||||||||||||||
Investment Agreement | 2020 PIPE Warrants [Member] | |||||||||||||||||
Number of common stock voting rights | Vote | 1 | ||||||||||||||||
Warrant exercise price | $ / shares | $ 5.75 | ||||||||||||||||
Common shares, par value | $ / shares | 14.50 | ||||||||||||||||
Price per warrants | $ / shares | $ 0.01 | ||||||||||||||||
Warrant expiration, description | will expire on the earlier of (i) the fifth anniversary of the closing of the 2020 Private Placement or (ii) the Redemption Date (as defined below). Each Warrant entitles the holder to purchase one share of OneSpaWorld common stock at an exercise price of $5.75. The 2020 PIPE Warrants may be exercised on a “cashless” basis, in accordance with a specified formula. In addition, the Company may, at any time prior to their expiration, elect to redeem not less than all of such then-outstanding 2020 PIPE Warrants at a price of $0.01 per warrant, provided that the last sales price of the common shares reported has been at least $14.50 per share (subject to adjustment in accordance with certain specified events), on each of twenty trading days within the thirty-trading day period ending on the third business day prior to the date on which notice of the redemption is given (the “Redemption Date”) | ||||||||||||||||
Warrants and rights Outstanding | $ | $ 5,000,000 | $ 5,000,000 | |||||||||||||||
Investment Agreement | Steiner Leisure Limited [Member] | 2020 Private Placement [Member] | |||||||||||||||||
Common stock and warrants sold | $ | 75,000,000 | ||||||||||||||||
Common stock and warrants sold offering expenses | $ | 6,400,000 | ||||||||||||||||
Proceeds from 2020 private placement, net of issuance costs paid | $ | 68,600,000 | ||||||||||||||||
Investment Agreement | Steiner Leisure Limited [Member] | 2020 Private Placement [Member] | 2020 PIPE Warrants [Member] | |||||||||||||||||
Common stock and warrants sold offering expenses | $ | $ 1,400,000 | ||||||||||||||||
Common Class A [Member] | |||||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Number of common stock voting rights | Vote | 1 | 1 | |||||||||||||||
Common stock, shares issued | 61,119,398 | ||||||||||||||||
Common stock, shares outstanding | 61,119,398 | ||||||||||||||||
Voting Common Stock [Member] | |||||||||||||||||
Common stock, shares authorized | 225,000,000 | 225,000,000 | 225,000,000 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock, shares issued | 69,292,596 | 61,119,398 | 69,292,596 | ||||||||||||||
Common stock, shares outstanding | 69,292,596 | 61,119,398 | 69,292,596 | ||||||||||||||
Deferred shares | 2,800,000 | ||||||||||||||||
Voting Common Stock [Member] | 2020 Private Placement [Member] | |||||||||||||||||
Number of shares issued | 6,564 | ||||||||||||||||
Voting Common Stock [Member] | At-the- Market Equity Offering [Member] | |||||||||||||||||
Number of shares issued | 1,259 | ||||||||||||||||
Voting Common Stock [Member] | Investment Agreement | 2020 Private Placement [Member] | Co-Investors [Member] | |||||||||||||||||
Number of shares issued | 3,700,000 | ||||||||||||||||
Warrants issued to purchase shares | 1,000,000 | ||||||||||||||||
Warrant exercise price | $ / shares | $ 5.75 | ||||||||||||||||
Non-Voting Common Stock [Member] | |||||||||||||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock, shares issued | 17,185,500 | 0 | 17,185,500 | ||||||||||||||
Common stock, shares outstanding | 17,185,500 | 0 | 17,185,500 | ||||||||||||||
Deferred shares | 2,200,000 | ||||||||||||||||
Non-Voting Common Stock [Member] | 2020 Private Placement [Member] | |||||||||||||||||
Number of shares issued | 17,186 | ||||||||||||||||
Non-Voting Common Stock [Member] | Investment Agreement | Steiner Leisure Limited [Member] | 2020 Private Placement [Member] | |||||||||||||||||
Number of shares issued | 15,000,000 | ||||||||||||||||
Warrants issued to purchase shares | 4,000,000 | ||||||||||||||||
Warrant exercise price | $ / shares | $ 5.75 |
Stock-Based Compensation (as _3
Stock-Based Compensation (as restated) - Additional Information (Details) - USD ($) | Oct. 13, 2020 | Oct. 01, 2020 | Aug. 18, 2020 | Mar. 26, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 18, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock based compensation cost | $ 20,700,000 | $ 4,900,000 | ||||||
Exercise price | $ 12.99 | |||||||
Minimum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting Period | 1 year | |||||||
Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting Period | 3 years | |||||||
Restricted Stock Units and Performance Stock Units [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | $ 16,100,000 | |||||||
Restricted Stock Award [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | $ 11,400,000 | |||||||
Number of awards granted to certain employees | 1,833,821 | 60,902 | ||||||
Weighted-average grant date fair value, Granted | $ 15.60 | |||||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 2 years 6 months | |||||||
Performance Stock Units [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | $ 1,100,000 | |||||||
Share based compensation grant | 0 | |||||||
Vesting Rights, Percentage | 33.00% | |||||||
Number of awards granted to certain employees | 181,316 | |||||||
Weighted-average grant date fair value, Granted | $ 15.67 | |||||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 2 years | |||||||
Share based payment award plan modification price per share | $ 8.76 | |||||||
Share-based payment arrangement plan modification cost | $ 1,300,000 | |||||||
Total fair value of awards vested | 400,000 | |||||||
Aggregate intrinsic value | 11,300,000 | |||||||
Performance Stock Units [Member] | Executive Officers [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share based compensation grant | 83,333 | 166,667 | 1,003,000 | |||||
Share based compensation expiration period | 6 years | 6 years | 6 years | |||||
Common shares reaching | $ 12 | |||||||
Market Condition Based Awards [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | $ 3,600,000 | |||||||
Number of awards granted to certain employees | 1,253,000 | |||||||
Weighted-average grant date fair value, Granted | $ 4.81 | |||||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 1 year 6 months | |||||||
Total fair value of awards vested | $ 2,600,000 | |||||||
2019 Equity Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share based compensation initially authorized | 7,000,000 | |||||||
Share based compensation grant | 4,547,076 | 0 | ||||||
Exercise price | $ 12.99 | |||||||
Share based compensation expiration period | 6 years | |||||||
Vesting Rights, Percentage | 100.00% | |||||||
Common shares reaching | $ 20 | |||||||
Grant date fair value option | $ 4.48 | $ 4.48 | ||||||
Share based compensation fair value | $ 20,370,900 | |||||||
Outstanding stock options intrinsic value | $ 0 | |||||||
Stock options closing price | $ 10.14 | |||||||
Unrecognized compensation cost related to the share options granted or exercised | $ 0 | |||||||
Share options, exercisable | 0 |
Stock-Based Compensation (as _4
Stock-Based Compensation (as restated) - Schedule of Grant Date Fair Value of Option (Details) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Hurdle price per share | $ 20 |
Strike price per share | $ 12.99 |
Average period for hurdle price, in days | 5 days |
End of simulation term | Mar. 26, 2025 |
Term of simulation | 6 years |
Stock price as of the Measurement Date | $ 12.99 |
Volatility | 37.50% |
Risk-free rate (continuous) | 2.20% |
Dividend yield (quarterly after 3 years) | 3.00% |
Suboptimal exercise multiple | 2.8 |
Stock-Based Compensation (as _5
Stock-Based Compensation (as restated) - Summary of Stock Option Activity (Details) | Dec. 31, 2020$ / sharesshares |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Options, Outstanding | shares | 4,375,891 |
Number of Options, Vested | shares | 4,375,891 |
Weighted-Average Exercise Price, Outstanding | $ 12.99 |
Weighted-Average Exercise Price, Vested | 12.99 |
Weighted-Average Grant Date Fair Value, Outstanding | 4.48 |
Weighted-Average Grant Date Fair Value, Vested | $ 4.48 |
Stock-Based Compensation (as _6
Stock-Based Compensation (as restated) - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of awards, Non-Vested | shares | 60,902 |
Number of awards, Granted | shares | 1,833,821 |
Number of awards, Vested | shares | (54,491) |
Number of awards, Forfeited | shares | (9,117) |
Number of awards, Non-Vested | shares | 1,831,115 |
Weighted-average grant date fair value, Non-Vested | $ / shares | $ 15.60 |
Weighted-average grant date fair value, Granted | $ / shares | 7.33 |
Weighted-average grant date fair value, Vested | $ / shares | 15.60 |
Weighted-average grant date fair value, Forfeited | $ / shares | 15.62 |
Weighted-average grant date fair value, Non-Vested | $ / shares | $ 7.32 |
Aggregate Intrinsic Value, Non-vested | $ | $ 18,568 |
Stock-Based Compensation (as _7
Stock-Based Compensation (as restated) - Summary of Restricted Stock Units Activity (Parenthetical) (Details) - Restricted Stock Units [Member] | Dec. 31, 2020USD ($)$ / shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate intrinsic value per share | $ / shares | $ 10.14 |
Purchase price | $ | $ 0 |
Stock-Based Compensation (as _8
Stock-Based Compensation (as restated) - Summary of Hurdle Price Activity of PSU's (Details) - $ / shares | Oct. 13, 2020 | Aug. 18, 2020 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 20 | ||
Performance Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of PSU's Vested | 33.00% | ||
Performance Stock Units [Member] | 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% | ||
Performance Stock Units [Member] | 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% | ||
Performance Stock Units [Member] | 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% | ||
Performance Stock Units [Member] | Hurdle Price - $12.00 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 12 | $ 12 | |
Percentage of PSU's Vested | 25.00% | 25.00% | |
Performance Stock Units [Member] | Hurdle Price - $8.39 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 8.39 | ||
Percentage of PSU's Vested | 25.00% | ||
Performance Stock Units [Member] | Hurdle Price - $9.59 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 9.59 | ||
Percentage of PSU's Vested | 25.00% | ||
Performance Stock Units [Member] | Hurdle Price - $10.80 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Hurdle Price | $ 10.80 | ||
Percentage of PSU's Vested | 25.00% |
Stock-Based Compensation (as _9
Stock-Based Compensation (as restated) - Schedule of Grant Date Fair Value of Market Condition-based Awards and PSU's (Details) - $ / shares | Oct. 13, 2020 | Oct. 01, 2020 | Aug. 18, 2020 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Hurdle prices per share | $ 20 | |||
End of simulation term | Mar. 26, 2025 | |||
Term of simulation | 6 years | |||
Stock price as of the Measurement Date | $ 12.99 | |||
Volatility | 37.50% | |||
Risk-free rate (continuous) | 2.20% | |||
Market Condition-based Awards and Performance Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
End of simulation term | Oct. 13, 2026 | Oct. 1, 2026 | Aug. 18, 2026 | |
Term of simulation | 6 years | 6 years | 6 years | |
Stock price as of the Measurement Date | $ 6.99 | $ 6.47 | $ 5.65 | |
Volatility | 54.92% | 54.80% | 54.13% | |
Risk-free rate (continuous) | 0.41% | 0.36% | 0.37% | |
Hurdle Price - $7.24 [Member] | Market Condition-based Awards and Performance Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Hurdle prices per share | $ 7.24 | |||
Hurdle Price - $8.83 [Member] | Market Condition-based Awards and Performance Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Hurdle prices per share | 8.83 | |||
Hurdle Price - $10.41 [Member] | Market Condition-based Awards and Performance Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Hurdle prices per share | 10.41 | |||
Hurdle Price - $12.00 [Member] | Market Condition-based Awards and Performance Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Hurdle prices per share | $ 12 | $ 12 | $ 12 | |
Hurdle Price - $8.39 [Member] | Market Condition-based Awards and Performance Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Hurdle prices per share | 8.39 | |||
Hurdle Price - $9.59 [Member] | Market Condition-based Awards and Performance Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Hurdle prices per share | 9.59 | |||
Hurdle Price - $10.80 [Member] | Market Condition-based Awards and Performance Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Hurdle prices per share | $ 10.80 |
Stock-Based Compensation (as_10
Stock-Based Compensation (as restated) - Summary of PSUs Activity (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Market Condition Based Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of awards, Granted | shares | 1,253,000 |
Number of awards, Vested | shares | (271,584) |
Number of awards, Non-Vested | shares | 981,416 |
Weighted-average grant date fair value, Granted | $ / shares | $ 4.81 |
Weighted-average grant date fair value, Vested | $ / shares | 4.76 |
Weighted-average grant date fair value, Non-Vested | $ / shares | $ 4.83 |
Performance Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of awards, Granted | shares | 181,316 |
Number of awards, Vested | shares | (48,690) |
Number of awards, Forfeited | shares | (2,706) |
Number of awards, Non-Vested | shares | 129,920 |
Weighted-average grant date fair value, Granted | $ / shares | $ 15.67 |
Weighted-average grant date fair value, Vested | $ / shares | 15.67 |
Weighted-average grant date fair value, Forfeited | $ / shares | 15.67 |
Weighted-average grant date fair value, Non-Vested | $ / shares | $ 15.67 |
Noncontrolling Interest - Addit
Noncontrolling Interest - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2020 | Dec. 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 | |
Businesses combination, consideration paid in cash | $ 10,800 | |
Number of shares issued to acquire non controlling interest | 98,753 | |
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 | 12 Months Ended |
Dec. 31, 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 ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cost of Revenues [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Amortization of deferred contract cost | $ 400,000 | |
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 | $ 3,000,000 | $ 30,500,000 |
Other Current Liabilities [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Liability for unredeemed gift cards | 700,000 | 800,000 |
Other Non-current Assets [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Deferred contract cost | $ 3,100,000 | $ 0 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue By Revenue Source and Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 118,452 | $ 443,781 | $ 120,925 | $ 540,778 |
Service [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 91,280 | 339,793 | 93,682 | 410,927 |
Service [Member] | Maritime [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 81,170 | 308,090 | 81,395 | 368,498 |
Service [Member] | Destination Resorts [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 10,110 | 31,703 | 12,287 | 42,429 |
Product [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 27,172 | 103,988 | 27,243 | 129,851 |
Product [Member] | Maritime [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 25,794 | 99,308 | 23,441 | 123,761 |
Product [Member] | Destination Resorts [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 633 | 2,003 | 975 | 2,524 |
Product [Member] | Timetospa.com [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 745 | $ 2,677 | $ 2,827 | $ 3,566 |
Income Taxes - Schedule of (Los
Income Taxes - Schedule of (Loss) Income before Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
U.S. | $ 115 | $ (19,901) | $ (12,294) | $ 2,871 |
Foreign | (24,787) | (12,154) | (274,869) | 11,960 |
(Loss) income before income tax expense (benefit) | $ (24,672) | $ (32,055) | $ (287,163) | $ 14,831 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||
U.S. Federal | $ (39) | $ (340) | $ 1,309 | $ 461 | |
U.S. State | 57 | 89 | 51 | 159 | |
Foreign | 91 | 131 | (546) | 468 | |
Income tax (benefit) expense | 109 | (120) | 814 | 1,088 | |
Current | 118 | 523 | (761) | 1,089 | |
Deferred income taxes | $ (9) | $ (643) | $ (643) | $ 1,575 | $ (1) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Difference between Expected Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Provision using statutory | ||||
U.S. federal tax rate | $ (5,162) | $ (6,731) | $ (60,304) | $ 3,114 |
Foreign rate differential | 4,780 | 2,378 | 16,530 | (1,730) |
Prior period true up adjustment | (1,798) | |||
State taxes | 89 | 178 | 126 | |
Change in valuation allowance | 4,093 | 5,454 | (439) | |
Permanent differences | 346 | 168 | 40,865 | 141 |
Uncertain tax position | (68) | |||
Other | 145 | (117) | (111) | (56) |
Income tax (benefit) expense | $ 109 | $ (120) | $ 814 | $ 1,088 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 19, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | ||||
U.S. federal income tax rate | 21.00% | 21.00% | 21.00% | |
Uncertain tax positions, including interest and penalties accrued that would affect effective income tax rate | $ 4,400 | |||
Accrued interest and penalties related to uncertain tax positions | 2,600 | $ 2,200 | ||
Valuation allowance increased | $ 6,400 | |||
Current income taxes payable included in net parent investment | $ 30 | $ 1,200 | ||
Decrease in unrecognized tax benefit impact of foreign exchange | (100) | |||
Increase in unrecognized tax benefit impact of foreign exchange | $ 500 | |||
Earliest Tax Year [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Income tax examination year | 2015 | |||
Latest Tax Year [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Income tax examination year | 2019 | |||
Foreign [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | $ 15,700 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amounts of Uncertain Tax Positions Excluding Interest and Penalties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Beginning balance | $ 1,697 | $ 1,663 | $ 1,663 | $ 1,781 |
Gross (decreases) increases—prior period tax position | (34) | 0 | 0 | (84) |
Ending balance | $ 1,663 | $ 1,663 | $ 1,663 | $ 1,697 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax assets: | ||
Stock options | $ 5,809 | $ 4,807 |
Inventory reserves | 16 | 36 |
Allowance for doubtful accounts | 12 | 8 |
Depreciation and amortization | 2,351 | 1,274 |
Other reserves and accruals | 430 | 144 |
Gift certificates | 202 | 185 |
Net operating losses | 3,833 | 749 |
Total deferred income tax assets | 12,653 | 7,203 |
Less valuation allowance | (11,543) | (5,157) |
Deferred income tax asset, net | 1,110 | 2,046 |
Deferred income tax liability | (1,012) | (375) |
Net deferred income tax asset | $ 98 | $ 1,671 |
Income Taxes - Schedule of Fore
Income Taxes - Schedule of Foreign Tax Operating Loss Carryforwards Expiring (Details) - Foreign [Member] $ in Millions | Dec. 31, 2020USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 15.7 |
Expires on 2021 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.6 |
Expires on 2022 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.3 |
Expires on 2023 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.5 |
Expires on 2024 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.4 |
Expires on 2025 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 1.4 |
Expires on 2026 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.3 |
Expires on 2027 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.6 |
Expires on 2028 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.2 |
Expires on 2030 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.3 |
Expires on Indefinite [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 11.1 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 29, 2020 | Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Commitment And Contingencies [Line Items] | |||||
Minimum payment guarantee | $ 0 | ||||
Operating lease, renewal term | 10 years | ||||
Assessment amount | $ 1,900,000 | ||||
Accrued Expenses [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Accrual for disputing assessment | $ 1,200,000 | ||||
Minimum [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Operating lease, renewal term | 3 years | ||||
Maximum [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Operating lease, renewal term | 5 years | ||||
Carnival [Member] | Customer Concentration Risk [Member] | Revenue [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Concentration risk, percentage | 46.70% | 46.70% | 43.40% | 48.50% | |
Royal Caribbean [Member] | Customer Concentration Risk [Member] | Revenue [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Concentration risk, percentage | 24.60% | 22.70% | 20.90% | 21.00% | |
Norwegian Cruise Line [Member] | Customer Concentration Risk [Member] | Revenue [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Concentration risk, percentage | 12.90% | 15.20% | 16.30% | 13.80% |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Minimum rentals | $ 1,573 | $ 5,173 | $ 3,791 | $ 7,087 |
Contingent rentals | 689 | 2,039 | 1,703 | 2,450 |
Operating Lease, Expense | $ 2,262 | $ 7,212 | $ 5,494 | $ 9,537 |
Commitment and Contingencies _3
Commitment and Contingencies - Summary of Minimum Annual Commitments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 3,194 |
2022 | 2,867 |
2023 | 2,506 |
2024 | 2,560 |
2025 | 2,619 |
Thereafter | 9,370 |
Operating lease, payments due | $ 23,116 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Income (Loss) by Component - Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |||||||
BALANCE | $ (127,583) | $ 199,006 | $ 633,590 | [1] | $ 590,468 | $ 225,281 | |||||
Total other comprehensive (loss) income, net of tax | (165) | 719 | (6,194) | (293) | |||||||
BALANCE | 199,006 | 590,468 | 590,468 | 320,828 | (127,583) | ||||||
Foreign Currency Translation Adjustments [Member] | |||||||||||
BALANCE | (649) | [2] | (814) | [2] | (183) | (356) | [2] | ||||
Other comprehensive (loss) income before reclassifications | (165) | [2] | (183) | (377) | (293) | [2] | |||||
Total other comprehensive (loss) income, net of tax | (165) | [2] | (183) | (377) | (293) | [2] | |||||
BALANCE | (814) | [2] | (183) | (183) | (560) | (649) | [2] | ||||
Changes Related to Cash Flow Derivative Hedge [Member] | |||||||||||
BALANCE | [2],[3] | 902 | |||||||||
Other comprehensive (loss) income before reclassifications | 1,109 | [3] | (7,215) | [2] | |||||||
Amounts reclassified from accumulated other comprehensive income (loss) | (207) | [3] | 1,398 | [2] | |||||||
Total other comprehensive (loss) income, net of tax | 902 | [3] | (5,817) | [2] | |||||||
BALANCE | [2] | 902 | [3] | 902 | [3] | (4,915) | |||||
Accumulated Other Comprehensive Loss [Member] | |||||||||||
BALANCE | (649) | (814) | 719 | (356) | |||||||
Other comprehensive (loss) income before reclassifications | 926 | (7,592) | |||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | (207) | 1,398 | |||||||||
Total other comprehensive (loss) income, net of tax | 719 | (6,194) | |||||||||
BALANCE | $ (814) | $ 719 | $ 719 | $ (5,475) | $ (649) | ||||||
[1] | Initial equity balances of the Successor reflect the equity of the accounting acquirer, Haymaker Acquisition Corp., 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) and the year ended December 31, 2018 (Predecessor) the only component of other comprehensive income (loss) was foreign currency translation adjustments. | ||||||||||
[3] | See Note 15. |
Fair Value Measurements and D_3
Fair Value Measurements and Derivatives (as restated) - Summary of Carrying Amounts and Estimated Fair Values of the Company's Long-term Debt (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Carrying Value [Member] | |
Debt Instrument [Line Items] | |
Total debt | $ 234,457 |
Estimated Fair Value [Member] | |
Debt Instrument [Line Items] | |
Total debt | 216,190 |
First Lien Term Loan Facility [Member] | Carrying Value [Member] | |
Debt Instrument [Line Items] | |
Total debt | 202,457 |
First Lien Term Loan Facility [Member] | Estimated Fair Value [Member] | |
Debt Instrument [Line Items] | |
Total debt | 188,560 |
Second Lien Term Loan Facility [Member] | Carrying Value [Member] | |
Debt Instrument [Line Items] | |
Total debt | 25,000 |
Second Lien Term Loan Facility [Member] | Estimated Fair Value [Member] | |
Debt Instrument [Line Items] | |
Total debt | 20,950 |
Term Credit Agreement [Member] | Carrying Value [Member] | |
Debt Instrument [Line Items] | |
Total debt | 7,000 |
Term Credit Agreement [Member] | Estimated Fair Value [Member] | |
Debt Instrument [Line Items] | |
Total debt | $ 6,680 |
Fair Value Measurements and D_4
Fair Value Measurements and Derivatives (as restated) - Summary of Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Fair value of Assets | $ 902 | |
Liabilities: | ||
Fair value of Liabilities | $ 115,615 | 53,900 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Fair value of Assets | 902 | |
Liabilities: | ||
Fair value of Liabilities | 115,615 | 53,900 |
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 | 1,796 | |
Derivative Financial Instruments [Member] | Warrant Liabilities [Member] | ||
Liabilities: | ||
Fair value of Liabilities | 110,700 | 53,900 |
Derivative Financial Instruments [Member] | Other Long Term Liabilities [Member] | ||
Liabilities: | ||
Fair value of Liabilities | 3,119 | |
Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 2 [Member] | Other Current Assets [Member] | ||
Assets: | ||
Fair value of Assets | 250 | |
Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 2 [Member] | Other Non-current Assets [Member] | ||
Assets: | ||
Fair value of Assets | 652 | |
Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 2 [Member] | Other Current Liabilities [Member] | ||
Liabilities: | ||
Fair value of Liabilities | 1,796 | |
Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 2 [Member] | Warrant Liabilities [Member] | ||
Liabilities: | ||
Fair value of Liabilities | 110,700 | $ 53,900 |
Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 2 [Member] | Other Long Term Liabilities [Member] | ||
Liabilities: | ||
Fair value of Liabilities | $ 3,119 |
Fair Value Measurements and D_5
Fair Value Measurements and Derivatives (as restated) - Summary of Significant Assumptions (Details) | Dec. 31, 2020$ / shares |
Stock Price [Member] | Monte Carlo Model [Member] | Public Warrants [Member] | |
Warrants measurement input | 10.14 |
Stock Price [Member] | Monte Carlo Model [Member] | 2020 PIPE Warrants [Member] | |
Warrants measurement input | 10.14 |
Stock Price [Member] | Black-sholes Model [Member] | Sponsor Warrants [Member] | |
Warrants measurement input | 10.14 |
Strike Price [Member] | Monte Carlo Model [Member] | Public Warrants [Member] | |
Warrants measurement input | 11.50 |
Strike Price [Member] | Monte Carlo Model [Member] | 2020 PIPE Warrants [Member] | |
Warrants measurement input | 5.75 |
Strike Price [Member] | Black-sholes Model [Member] | Sponsor Warrants [Member] | |
Warrants measurement input | 11.50 |
Remaining Life (in years) [Member] | Monte Carlo Model [Member] | Public Warrants [Member] | |
Warrants measurement input | 3 years 2 months 19 days |
Remaining Life (in years) [Member] | Monte Carlo Model [Member] | 2020 PIPE Warrants [Member] | |
Warrants measurement input | 4 years 5 months 12 days |
Remaining Life (in years) [Member] | Black-sholes Model [Member] | Sponsor Warrants [Member] | |
Warrants measurement input | 3 years 2 months 19 days |
Volatility [Member] | Monte Carlo Model [Member] | Public Warrants [Member] | |
Warrants measurement input | 0.540 |
Volatility [Member] | Monte Carlo Model [Member] | 2020 PIPE Warrants [Member] | |
Warrants measurement input | 0.540 |
Volatility [Member] | Black-sholes Model [Member] | Sponsor Warrants [Member] | |
Warrants measurement input | 0.540 |
Interest Rate [Member] | Monte Carlo Model [Member] | Public Warrants [Member] | |
Warrants measurement input | 0.002 |
Interest Rate [Member] | Monte Carlo Model [Member] | 2020 PIPE Warrants [Member] | |
Warrants measurement input | 0.003 |
Interest Rate [Member] | Black-sholes Model [Member] | Sponsor Warrants [Member] | |
Warrants measurement input | 0.002 |
Redemption Price [Member] | Monte Carlo Model [Member] | Public Warrants [Member] | |
Warrants measurement input | 0.1800 |
Redemption Price [Member] | Monte Carlo Model [Member] | 2020 PIPE Warrants [Member] | |
Warrants measurement input | 0.1450 |
Dividend Yield [Member] | Black-sholes Model [Member] | Sponsor Warrants [Member] | |
Warrants measurement input | 0 |
Fair Value Measurements and D_6
Fair Value Measurements and Derivatives (as restated) - Additional information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)Unit | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | |
Goodwill impairment charge | $ 190,077 | ||
Number of segment reporting units | Unit | 2 | ||
Maritime [Member] | |||
Goodwill impairment charge | $ 174,150 | ||
Discount rates utilized | 14.00% | ||
Destination Resorts [Member] | |||
Goodwill impairment charge | $ 15,927 | ||
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 | $ 151,400 | $ 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_7
Fair Value Measurements and Derivatives (as restated) - Summary of Interest Rate Swap Contract (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative | $ 1,109 | $ (7,215) |
Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net | (207) | 1,398 |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Interest Expense [Member] | ||
Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative | 1,109 | (7,215) |
Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net | $ (207) | $ 1,398 |
Transactions with Related Par_3
Transactions with Related Parties - Additional Information (Details) € in Millions | Aug. 03, 2018USD ($) | Feb. 25, 2016EUR (€) | Mar. 19, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)Center | Dec. 31, 2018USD ($) |
Contributions of capital from parent | $ 351,802,000 | |||||
Salary and payroll taxes | 29,349,000 | $ 32,300,000 | $ 20,138,000 | $ 15,624,000 | ||
Shipping and handling costs | $ 2,498,000 | $ 13,986,000 | $ 18,957,000 | 9,937,000 | ||
Operational services agreement termination date | Dec. 31, 2020 | |||||
Number of health and wellness center remains subject to lease and ongoing operations | Center | 1 | |||||
Lessee, operating lease, term of contract | 12 years | |||||
Lessee, operating lease, option to extend | two periods of five years | |||||
Operating leases, rent expense, net | $ 480,000 | |||||
Lessee operating sub lease term of contract | 5 years | |||||
Sublease termination date | Aug. 12, 2020 | |||||
Bliss World LLC [Member] | ||||||
Business combination, consideration transferred | $ 1,250,000 | |||||
Parent Corporate Overhead [Member] | ||||||
Salary and payroll taxes | 9,100,000 | |||||
Shipping and handling costs | 2,600,000 | |||||
Operating Expense [Member] | ||||||
Related party transaction, amounts of transaction | 500,000 | |||||
Reduction of salary and payroll taxes expenses | 200,000 | |||||
Reduction of service revenues | $ 300,000 | |||||
Loan Agreement [Member] | ||||||
Loan agreement wholly owned subsidiary | € | € 5 | |||||
Maturity date | Jan. 3, 2021 | |||||
Debt instrument, interest rate, basis for effective rate | 7.50 | |||||
Contributions of capital from parent | $ 6,800,000 | |||||
Interest income earned on loan | $ 200,000 | |||||
Nemo Investor Aggregator Limited [Member] | ||||||
Related party transaction, amounts of transaction | $ 850,000,000 | |||||
Beauty Products [Member] | Subsidiary [Member] | ||||||
Supplier agreement term | 10 years |
Transactions with Related Par_4
Transactions with Related Parties - Summary of Purchases of Beauty Products from Related Parties and Cost of Revenues (Details) - Beauty Products [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 19, 2019 | Dec. 31, 2018 | |
Purchases | $ 2,026 | $ 25,491 |
Cost of revenues | $ 1,828 | $ 22,995 |
Profit Sharing Plans - Addition
Profit Sharing Plans - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Salary and Payroll Taxes [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Contribution under profit sharing retirement plan | $ 10 | $ 200 | $ 300 | $ 300 |
Segment and Geographic Inform_3
Segment and Geographic Information - Summary of Geographic information (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 19, 2019 | Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 |
Revenues: | ||||||||||||||
REVENUES | $ 19,014 | $ 3,831 | $ 1,789 | $ 998 | $ 114,307 | $ 139,436 | $ 144,901 | $ 140,430 | $ 118,452 | $ 118,452 | $ 443,781 | $ 443,781 | $ 120,925 | $ 540,778 |
Property and equipment, net: | ||||||||||||||
Property and equipment, net | 17,056 | 22,741 | 22,741 | 22,741 | 17,056 | |||||||||
U.S. [Member] | ||||||||||||||
Revenues: | ||||||||||||||
REVENUES | 6,008 | 25,950 | 11,585 | 27,166 | ||||||||||
Property and equipment, net: | ||||||||||||||
Property and equipment, net | 7,145 | 9,965 | 9,965 | 9,965 | 7,145 | |||||||||
Not connected to a country [Member] | ||||||||||||||
Revenues: | ||||||||||||||
REVENUES | 106,886 | 399,675 | 102,420 | 491,244 | ||||||||||
Property and equipment, net: | ||||||||||||||
Property and equipment, net | 6,242 | 6,826 | 6,826 | 6,826 | 6,242 | |||||||||
Other [Member] | ||||||||||||||
Revenues: | ||||||||||||||
REVENUES | $ 5,558 | 18,156 | 6,920 | $ 22,368 | ||||||||||
Property and equipment, net: | ||||||||||||||
Property and equipment, net | $ 3,669 | $ 5,950 | $ 5,950 | $ 5,950 | $ 3,669 |
Quarterly Selected Financial _3
Quarterly Selected Financial Data (as Restated) (Unaudited) - Schedule of Quarterly Selected Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Mar. 19, 2019 | Mar. 19, 2019 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | ||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||
Revenues | $ 19,014 | $ 3,831 | $ 1,789 | $ 998 | $ 114,307 | $ 139,436 | $ 144,901 | $ 140,430 | $ 118,452 | $ 118,452 | $ 443,781 | $ 443,781 | $ 120,925 | $ 540,778 | ||||||
Operating (loss) income | (21,276) | (25,066) | (19,371) | (27,421) | (193,146) | 5,964 | 8,338 | 8,098 | (14,943) | (14,943) | 1,124 | (265,004) | 48,521 | |||||||
Net (loss) Income | (30,279) | (71,375) | (47,547) | (20,693) | (148,362) | (6,885) | 4,270 | $ (29,320) | 959 | (24,781) | (24,781) | $ (169,055) | $ (25,050) | $ (216,602) | (31,935) | $ (31,935) | (287,977) | 13,743 | ||
Net (loss) income attributable to common shareholders and Parent, respectively | $ (30,383) | $ (71,375) | $ (47,547) | $ (20,693) | $ (148,362) | $ (7,857) | $ 2,962 | $ (30,374) | $ 9 | $ (25,459) | $ (25,459) | $ (169,055) | $ (27,412) | $ (216,602) | $ (35,269) | $ (287,977) | $ 9,886 | |||
Basic (loss) earnings per share | $ (0.50) | $ (0.84) | $ (0.56) | $ (0.31) | $ (2.43) | $ (0.13) | $ 0.05 | $ (0.50) | $ 0 | $ (2.66) | $ (0.45) | $ (3.06) | $ (0.58) | $ (3.87) | ||||||
Diluted (loss) earning per share | $ (0.50) | $ (0.84) | $ (0.56) | $ (0.31) | $ (3.23) | $ (0.13) | $ 0.04 | $ (0.50) | $ 0 | $ (2.66) | $ (0.45) | $ (3.06) | $ (0.58) | $ (3.87) | ||||||
Basic weighted average shares outstanding | 61,118 | 85,148 | 84,968 | 65,916 | 61,169 | 61,118 | 61,118 | 61,118 | 61,118,000 | 74,359,000 | ||||||||||
Diluted weighted average shares outstanding | 61,118 | 85,148 | 84,968 | 65,916 | 61,522 | 61,118 | 75,011 | 72,047 | 61,118,000 | [1] | 74,359,000 | [1] | ||||||||
[1] | Potential common shares under the treasury stock method were antidilutive because the Company reported a net loss in this period. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, warrants, deferred shares and restricted stock. |
Quarterly Selected Financial _4
Quarterly Selected Financial Data (as Restated) (Unaudited) - Correction of Immaterial Errors - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Decrease in net cash provided by (used in) financing activities | $ (4,529) | $ 694,830 | $ 68,547 | $ (20,557) | ||
Increase in net cash (used in) provided by operating activities | (517) | (679,362) | (2,132) | (4,983) | ||
Increase in other current liabilities | $ (288) | $ 317 | $ (139) | $ 499 | ||
Correction of Immaterial Errors [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 a cash outflow within financing activities. The effect of correcting such classification error for the respective previously reported interim 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 $2.4 million the change in other current liabilities) |
Quarterly Selected Financial _5
Quarterly Selected Financial Data (as Restated) (Unaudited) - Reconciliation of Unaudited Interim Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Mar. 19, 2019 | Mar. 19, 2019 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 |
Interest expense and warrant issuance costs | $ (3,476) | $ (3,483) | $ (5,387) | $ (3,743) | $ (4,828) | $ (6,316) | $ (9,130) | $ (11,227) | $ (12,613) | $ (13,522) | $ (16,089) | $ (34,099) | ||||||
Change in fair value of warrant liabilities | $ (7,700) | (43,400) | (25,100) | 12,100 | 50,300 | $ (9,000) | $ 600 | (11,300) | $ (3,600) | 62,400 | (10,700) | 37,300 | (19,700) | $ (19,700) | (6,100) | |||
Total other expense, net | (8,257) | (46,865) | (28,564) | 6,713 | 46,557 | (13,080) | (3,971) | (16,128) | (7,871) | (9,729) | 53,270 | (20,099) | 24,706 | (33,179) | (22,159) | (33,690) | ||
(Loss) income before income tax expense (benefit) | (29,533) | (71,931) | (47,935) | (20,708) | (146,589) | (7,116) | 4,367 | (29,306) | 227 | (24,672) | (167,297) | (24,939) | (215,232) | (32,055) | (287,163) | 14,831 | ||
Net (loss) Income | (30,279) | (71,375) | (47,547) | (20,693) | (148,362) | (6,885) | 4,270 | (29,320) | 959 | $ (24,781) | (24,781) | (169,055) | (25,050) | (216,602) | (31,935) | $ (31,935) | (287,977) | 13,743 |
Comprehensive (loss) income attributable to common shareholders and parent, respectively | (30,383) | (71,375) | (47,547) | (20,693) | (148,362) | (7,857) | 2,962 | (30,374) | 9 | $ (25,459) | (25,459) | (169,055) | (27,412) | (216,602) | (35,269) | (287,977) | 9,886 | |
Comprehensive (loss) income | $ (31,208) | $ (71,063) | $ (47,065) | $ (21,195) | $ (154,848) | $ (6,243) | $ 3,022 | $ (31,329) | $ (121) | $ (25,624) | $ (176,043) | $ (27,743) | $ (223,108) | $ (34,550) | $ (294,171) | $ 9,593 | ||
NET LOSS PER VOTING AND NON-VOTING SHARE | ||||||||||||||||||
Basic | $ (0.50) | $ (0.84) | $ (0.56) | $ (0.31) | $ (2.43) | $ (0.13) | $ 0.05 | $ (0.50) | $ 0 | $ (2.66) | $ (0.45) | $ (3.06) | $ (0.58) | $ (3.87) | ||||
Diluted | $ (0.50) | $ (0.84) | $ (0.56) | $ (0.31) | $ (3.23) | $ (0.13) | $ 0.04 | $ (0.50) | $ 0 | $ (2.66) | $ (0.45) | $ (3.06) | $ (0.58) | $ (3.87) | ||||
As Reported [Member] | ||||||||||||||||||
Interest expense and warrant issuance costs | $ (3,476) | $ (3,483) | $ (4,001) | $ (3,743) | $ (4,828) | $ (7,744) | $ (11,227) | $ (11,227) | $ (14,703) | |||||||||
Total other expense, net | $ (557) | (3,465) | (3,464) | (4,001) | (3,743) | $ (4,080) | $ (4,571) | (4,828) | $ (4,271) | (7,744) | (9,399) | (11,208) | $ (13,479) | (14,673) | ||||
(Loss) income before income tax expense (benefit) | (21,833) | (28,531) | (22,835) | (31,422) | (196,889) | 1,884 | 3,767 | (18,006) | 3,827 | (228,311) | (14,239) | (251,146) | (12,355) | (279,677) | ||||
Net (loss) Income | (22,579) | (27,975) | (22,447) | (31,407) | (198,662) | 2,115 | 3,670 | (18,020) | 4,559 | (230,069) | (14,350) | (252,516) | (12,235) | (280,491) | ||||
Comprehensive (loss) income attributable to common shareholders and parent, respectively | (22,683) | 1,143 | 2,362 | (19,074) | 3,609 | (230,069) | (16,712) | (252,516) | (15,569) | |||||||||
Comprehensive (loss) income | $ (23,508) | $ (27,663) | $ (21,965) | $ (31,909) | $ (205,148) | $ 2,757 | $ 2,422 | $ (20,029) | $ 3,479 | $ (237,057) | $ (17,043) | $ (259,022) | (14,850) | (286,685) | ||||
NET LOSS PER VOTING AND NON-VOTING SHARE | ||||||||||||||||||
Basic | $ (0.37) | $ (0.33) | $ (0.26) | $ (0.48) | $ (3.25) | $ 0.02 | $ 0.04 | $ (0.31) | $ 0.06 | $ (3.62) | $ (0.27) | $ (3.57) | ||||||
Diluted | $ (0.37) | $ (0.33) | $ (0.26) | $ (0.48) | $ (3.25) | $ 0.02 | $ 0.03 | $ (0.31) | $ 0.05 | $ (3.62) | $ (0.27) | $ (3.57) | ||||||
Restatement Impact [Member] | ||||||||||||||||||
Interest expense and warrant issuance costs | $ (1,386) | $ (1,386) | $ (1,386) | (1,386) | ||||||||||||||
Change in fair value of warrant liabilities | $ (7,700) | $ (43,400) | $ (25,100) | 12,100 | $ 50,300 | $ (9,000) | $ 600 | $ (11,300) | $ (3,600) | 62,400 | $ (10,700) | 37,300 | (19,700) | (6,100) | ||||
Total other expense, net | (7,700) | (43,400) | (25,100) | 10,714 | 50,300 | (9,000) | 600 | (11,300) | (3,600) | 61,014 | (10,700) | 35,914 | (19,700) | (7,486) | ||||
(Loss) income before income tax expense (benefit) | (7,700) | (43,400) | (25,100) | 10,714 | 50,300 | (9,000) | 600 | (11,300) | (3,600) | 61,014 | (10,700) | 35,914 | (19,700) | (7,486) | ||||
Net (loss) Income | (7,700) | (43,400) | (25,100) | 10,714 | 50,300 | (9,000) | 600 | (11,300) | (3,600) | 61,014 | (10,700) | 35,914 | (19,700) | (7,486) | ||||
Comprehensive (loss) income attributable to common shareholders and parent, respectively | (7,700) | (9,000) | 600 | (11,300) | (3,600) | 61,014 | (10,700) | 35,914 | (19,700) | |||||||||
Comprehensive (loss) income | $ (7,700) | $ (43,400) | $ (25,100) | $ 10,714 | $ 50,300 | $ (9,000) | $ 600 | $ (11,300) | $ (3,600) | $ 61,014 | $ (10,700) | $ 35,914 | $ (19,700) | $ (7,486) | ||||
NET LOSS PER VOTING AND NON-VOTING SHARE | ||||||||||||||||||
Basic | $ (0.13) | $ (0.51) | $ (0.30) | $ 0.16 | $ 0.82 | $ (0.15) | $ 0.01 | $ (0.18) | $ (0.06) | $ 0.96 | $ (0.18) | $ 0.51 | ||||||
Diluted | $ (0.13) | $ (0.51) | $ (0.30) | $ 0.16 | $ 0.02 | $ (0.15) | $ 0.01 | $ (0.18) | $ (0.05) | $ 0.96 | $ (0.18) | $ 0.51 |
Quarterly Selected Financial _6
Quarterly Selected Financial Data (as Restated) (Unaudited) - Reconciliation of Unaudited Interim Condensed Consolidated Balance Sheets (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 20, 2019 | [1] | Mar. 19, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Warrants and rights Outstanding | $ 16,150,379 | $ 61,300,000 | $ 36,200,000 | $ 5,600,000 | $ 16,498,900 | $ 46,900,000 | $ 47,500,000 | $ 43,900,000 | |||||
Total liabilities | 381,451,000 | 338,816,000 | 319,419,000 | 299,482,000 | 333,201,000 | 316,517,000 | 329,727,000 | 330,535,000 | |||||
Additional paid-in capital | 649,540,000 | 634,722,000 | 633,612,000 | 607,289,000 | 616,888,000 | 619,135,000 | 619,010,000 | 619,010,000 | |||||
Accumulated deficit | (323,246,000) | (250,485,000) | (202,938,000) | (183,631,000) | (35,269,000) | (27,412,000) | (30,374,000) | (30,383,000) | |||||
Total OneSpaWorld shareholders' equity | 320,828,000 | 378,459,000 | 424,414,000 | 417,897,000 | 582,344,000 | 591,398,000 | 588,251,000 | 588,372,000 | |||||
Total shareholders' equity | 320,828,000 | 378,459,000 | 424,414,000 | 417,897,000 | 590,468,000 | 599,384,000 | 594,929,000 | 594,100,000 | $ 633,590,000 | $ 199,006,000 | $ (127,583,000) | $ 225,281,000 | |
As Reported [Member] | |||||||||||||
Total liabilities | 276,751,000 | 277,516,000 | 283,219,000 | 293,882,000 | 277,301,000 | 269,617,000 | 282,227,000 | 286,635,000 | |||||
Additional paid-in capital | 727,054,000 | 713,622,000 | 712,512,000 | 643,489,000 | 653,088,000 | 655,335,000 | 655,210,000 | 655,210,000 | |||||
Accumulated deficit | (296,060,000) | (268,085,000) | (245,638,000) | (214,231,000) | (15,569,000) | (16,712,000) | (19,074,000) | (22,683,000) | |||||
Total OneSpaWorld shareholders' equity | 439,759,000 | 460,614,000 | 423,497,000 | 638,244,000 | 638,298,000 | 635,751,000 | 632,272,000 | ||||||
Total shareholders' equity | 425,528,000 | 439,759,000 | 460,614,000 | 423,497,000 | 646,368,000 | 646,284,000 | 642,429,000 | 638,000,000 | |||||
Restatement Impact [Member] | |||||||||||||
Warrants and rights Outstanding | 61,300,000 | 36,200,000 | 5,600,000 | 46,900,000 | 47,500,000 | 43,900,000 | |||||||
Total liabilities | 104,700,000 | 61,300,000 | 36,200,000 | 5,600,000 | 55,900,000 | 46,900,000 | 47,500,000 | 43,900,000 | |||||
Additional paid-in capital | (77,514,000) | (78,900,000) | (78,900,000) | (36,200,000) | (36,200,000) | (36,200,000) | (36,200,000) | (36,200,000) | |||||
Accumulated deficit | (27,186,000) | 17,600,000 | 42,700,000 | 30,600,000 | (19,700,000) | (10,700,000) | (11,300,000) | (7,700,000) | |||||
Total OneSpaWorld shareholders' equity | (61,300,000) | (36,200,000) | (5,600,000) | (55,900,000) | (46,900,000) | (47,500,000) | (43,900,000) | ||||||
Total shareholders' equity | $ (104,700,000) | $ (61,300,000) | $ (36,200,000) | $ (5,600,000) | $ (55,900,000) | $ (46,900,000) | $ (47,500,000) | $ (43,900,000) | |||||
[1] | Initial equity balances of the Successor reflect the equity of the accounting acquirer, Haymaker Acquisition Corp., and the issuance of common stock, warrants and cash contributed by Haymaker in connection with the acquisition of OSW Predecessor. |