OneSpaWorld Holdings Limited (OSW) 10-Q 5 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	9 Months Ended
	Sep. 30, 2021shares
Document and Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	OneSpaWorld Holdings Limited
Entity Central Index Key	0001758488
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	C5
Entity Tax Identification Number	00-0000000
Entity File Number	001-38843
Entity Address, Address Line One	Shirley House
Entity Address, Address Line Two	253 Shirley Street
Entity Address, Address Line Three	P.O. Box N-624
Entity Address, City or Town	Nassau
Entity Address, Country	BS
Entity Address, Postal Zip Code	00000
City Area Code	242
Local Phone Number	356-0006
Title of 12(b) Security	Common Shares, par value (U.S.)$0.0001 per share
Trading Symbol	OSW
Security Exchange Name	NASDAQ
Voting Common Stock [Member]
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding	74,175,938
Non-Voting Common Stock [Member]
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding	17,185,500

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 32,682	$ 41,552
Restricted cash	1,896	1,896
Accounts receivable, net	14,468	2,994
Inventories	24,796	27,200
Prepaid expenses	6,404	6,950
Other current assets	1,033	1,590
Total current assets	81,279	82,182
Property and equipment, net	13,909	17,056
Intangible assets, net	586,496	599,114
OTHER ASSETS:
Deferred tax assets		98
Other non-current assets	3,706	3,829
Total other assets	3,706	3,927
Total assets	685,390	702,279
LIABILITIES:
Accounts payable	13,179	8,601
Accrued expenses	30,556	25,761
Current portion of long-term debt	1,255
Other current liabilities	2,361	2,713
Total current liabilities	47,351	37,075
Deferred rent	358	283
Income tax contingency	4,202	4,392
Warrant liabilities	104,200	104,700
Other long-term liabilities	3,726	5,568
Long-term debt, net	228,948	229,433
Total liabilities	388,785	381,451
Commitments and contingencies (Note 12)
Common stock:
Additional paid-in capital	680,927	649,540
Accumulated deficit	(380,851)	(323,246)
Accumulated other comprehensive loss	(3,480)	(5,475)
Total shareholders' equity	296,605	320,828
Total liabilities and shareholders' equity	685,390	702,279
Voting Common Stock [Member]
Common stock:
Common stock	7	7
Non-Voting Common Stock [Member]
Common stock:
Common stock	$ 2	$ 2

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
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	74,175,938	69,292,596
Common stock, shares outstanding	74,175,938	69,292,596
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	17,185,500
Common stock, shares outstanding	17,185,500	17,185,500

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
REVENUES:
REVENUES	$ 43,635	$ 1,789	$ 58,380	$ 117,094
COST OF REVENUES AND OPERATING EXPENSES:
Administrative	3,363	3,792	12,069	13,315
Salary and payroll taxes	6,676	4,504	20,316	14,767
Amortization of intangible assets	4,206	4,206	12,618	12,618
Goodwill and tradename intangible assets impairment				190,777
Total cost of revenues and operating expenses	55,797	21,160	106,399	357,032
Loss from operations	(12,162)	(19,371)	(48,019)	(239,938)
OTHER (EXPENSE) INCOME, NET:
Interest expense and warrants issuance cost	(3,151)	(3,464)	(9,914)	(12,594)
Change in fair value of warrant liabilities	3,100	(25,100)	500	37,300
Total other (expense) income, net	(51)	(28,564)	(9,414)	24,706
Loss before income tax expense (benefit)	(12,213)	(47,935)	(57,433)	(215,232)
INCOME TAX EXPENSE (BENEFIT)	129	(388)	172	1,370
NET LOSS	$ (12,342)	$ (47,547)	$ (57,605)	$ (216,602)
NET LOSS PER VOTING AND NON-VOTING SHARE
Basic	$ (0.14)	$ (0.56)	$ (0.64)	$ (3.06)
Diluted	$ (0.14)	$ (0.56)	$ (0.64)	$ (3.06)
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic	90,852	84,968	89,559	70,737
Diluted	90,852	84,968	89,559	70,737
Service [Member]
REVENUES:
REVENUES	$ 34,844	$ 1,108	$ 47,096	$ 90,895
COST OF REVENUES AND OPERATING EXPENSES:
Cost of Revenue	33,157	7,191	50,202	100,329
Product [Member]
REVENUES:
REVENUES	8,791	681	11,284	26,199
COST OF REVENUES AND OPERATING EXPENSES:
Cost of Revenue	$ 8,395	$ 1,467	$ 11,194	$ 25,226

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Statement Of Other Comprehensive Income [Abstract]
Net loss	$ (12,342)	$ (47,547)	$ (57,605)	$ (216,602)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(204)	89	(90)	(215)
Net unrealized (loss) gain on derivative	(75)	(126)	629	(7,179)
Amount realized and reclassified into earnings	475	519	1,456	888
Total other comprehensive income (loss) net of tax	196	482	1,995	(6,506)
Total comprehensive loss	$ (12,146)	$ (47,065)	$ (55,610)	$ (223,108)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	2020 Private Placement [Member]	At-the- Market Equity Offering [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]	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 OneSpaWorld Stockholders' Equity [Member]	Total OneSpaWorld Stockholders' Equity [Member]2020 Private Placement [Member]	Non-Controlling Interest [Member]
BALANCE at Dec. 31, 2019	$ 590,468								$ 6		$ 616,888			$ 719	$ (35,269)	$ 582,344		$ 8,124
BALANCE (In Shares) at Dec. 31, 2019				61,119
Net loss	(216,602)														(216,602)	(216,602)
Net of issuance costs		$ 53,788								$ 3		$ 53,785					$ 53,788
Net of issuance costs, Shares					6,564			17,186
Reclassification of public warrants to liabilities	(26,500)										(26,500)					(26,500)
Stock-based compensation	1,960										1,960					1,960
Foreign currency translation adjustment	(215)													(215)		(215)
Unrecognized gain (loss) on derivatives	(6,291)													(6,291)		(6,291)
Dividend declared	(2,449)										(2,449)					(2,449)
Distributions to noncontrolling interest	(4,011)																	(4,011)
Purchase of noncontrolling interest	(10,810)										(6,697)					(6,697)		$ (4,113)
Purchase of noncontrolling interest, Shares				99
Purchase of public warrants	(879)										(879)					(879)
BALANCE at Sep. 30, 2020	378,459								9		636,108			(5,787)	(251,871)	378,459
BALANCE (In Shares) at Sep. 30, 2020				67,782			17,186
BALANCE at Jun. 30, 2020	424,414								9		634,998			(6,269)	(204,324)
BALANCE (In Shares) at Jun. 30, 2020				67,782			17,186
Net loss	(47,547)														(47,547)
Stock-based compensation	1,110										1,110
Foreign currency translation adjustment	89													89
Unrecognized gain (loss) on derivatives	393													393
BALANCE at Sep. 30, 2020	378,459								9		636,108			(5,787)	(251,871)	$ 378,459
BALANCE (In Shares) at Sep. 30, 2020				67,782			17,186
BALANCE at Dec. 31, 2020	320,828								9		649,540			(5,475)	(323,246)
BALANCE (In Shares) at Dec. 31, 2020				69,292			17,186
Net loss	(57,605)														(57,605)
Net of issuance costs			$ 23,968										$ 23,968
Net of issuance costs, Shares						2,264
Stock-based compensation	7,419										7,419
Foreign currency translation adjustment	(90)													(90)
Unrecognized gain (loss) on derivatives	2,085													2,085
Common shares issued under equity incentive plan, Shares				1,015
Conversion of deferred shares into common shares, Shares				1,600
Conversion of public warrants into common shares (In Shares)				5
BALANCE at Sep. 30, 2021	296,605								9		680,927			(3,480)	(380,851)
BALANCE (In Shares) at Sep. 30, 2021				74,176			17,186
BALANCE at Jun. 30, 2021	301,199								9		673,375			(3,676)	(368,509)
BALANCE (In Shares) at Jun. 30, 2021				73,290			17,186
Net loss	(12,342)														(12,342)
Net of issuance costs			$ 5,493										$ 5,493
Net of issuance costs, Shares						552
Stock-based compensation	2,059										2,059
Foreign currency translation adjustment	(204)													(204)
Unrecognized gain (loss) on derivatives	400													400
Common shares issued under equity incentive plan, Shares				334
BALANCE at Sep. 30, 2021	$ 296,605								$ 9		$ 680,927			$ (3,480)	$ (380,851)
BALANCE (In Shares) at Sep. 30, 2021				74,176			17,186

CONDENSED CONSOLIDATED AND COMB

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (57,605)	$ (216,602)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	16,859	18,271
Goodwill and tradename intangible assets impairment		190,777
Amortization of deferred financing costs	770	770
Warrants issuance cost		1,386
Change in fair value of warrant liabilities	(500)	(37,300)
Stock-based compensation	7,419	1,960
Provision for doubtful accounts	32	167
Loss from inventories write-downs	2,000	1,090
Loss from write-offs of property and equipment	178	90
Deferred income taxes	107	1,671
Changes in:
Accounts receivable, net	(11,506)	27,378
Inventories, net	404	1,480
Prepaid expenses	546	747
Other current assets	557	802
Other noncurrent assets	123	(221)
Accounts payable	4,543	(14,852)
Accrued expenses	4,795	2,705
Other current liabilities	(119)	(287)
Income taxes payable		(587)
Income tax contingency	(138)	231
Deferred rent	75	216
Net cash used in operating activities	(31,460)	(20,108)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(1,306)	(1,794)
Net cash used in investing activities	(1,306)	(1,794)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from At-the Market Equity Offering, net of issuance costs paid	24,003
Proceeds from 2020 private placement, net of issuance costs paid		68,602
Proceeds from revolver facility		20,000
Repayment on revolver facility		(13,000)
Purchase of public warrants		(879)
Dividend paid on common stock		(2,445)
Cash paid to acquire noncontrolling interest		(10,810)
Distributions to noncontrolling interest		(4,011)
Net cash provided by financing activities	24,003	57,457
Effect of exchange rate changes on cash	(107)	(204)
Net (decrease) increase in cash and cash equivalents and restricted cash	(8,870)	35,351
Cash and cash equivalents and restricted cash, Beginning of period	43,448	13,863
Cash and cash equivalents and restricted cash, End of period	34,578	49,214
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income taxes	18	37
Interest	$ 9,506	9,082
Non-cash transactions:
Unpaid declared dividends		2,449
Common stock issued to purchase noncontrolling interest		$ 1,507

ORGANIZATION

ORGANIZATION	9 Months Ended
	Sep. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
ORGANIZATION	1. ORGANIZATION OneSpaWorld Holdings Limited (“OneSpaWorld”, the “Company”, “we”, “us”, “our”) is an international business company incorporated under the laws of the Commonwealth of The Bahamas. OneSpaWorld is a global provider and innovator in the fields of health and wellness, fitness and beauty. In facilities on cruise ships and in land-based resorts, the Company strives to create a relaxing and therapeutic environment where guests can receive health and wellness, fitness and beauty services and experiences of the highest quality. The Company’s services include traditional and alternative massage, body and skin treatments, fitness, acupuncture, and Medispa treatments. The Company also sells premium quality health and wellness, fitness and beauty products at its facilities and through its timetospa.com website. The predominant business, based on revenues, is sales of services and products on cruise ships and in land-based resorts, followed by sales of products through the timetospa.com website. Impact of Coronavirus (COVID-19) – Liquidity and Management’s Plans The regional and global outbreak of the coronavirus pandemic (“COVID-19” or the “pandemic”) has negatively impacted and is expected to continue to have a material negative impact on the Company’s operations. On October 30, 2020, the U.S. Centers for Disease Control and Prevention (“CDC”) issued its Conditional Sailing Order, which outlines a phased approach for gradually permitting cruise ship passenger operations in U.S. waters, subject to certain conditions and guidelines. On October 25, 2021, the CDC announced a temporary extension to the Framework for Conditional Sailing Order through January 15, 2022, due to the continued spread of the Delta variant. After the expiration of this extension, the CDC intends to transition to a voluntary program, in coordination with the cruise ship operators and other stakeholders, to assist the cruise industry to detect, mitigate, and control the spread of COVID-19 onboard cruise ships and otherwise as a result of passenger and staff infection while on a cruise itinerary. 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 September 30, 2021, 45 destination resort spas and 78 ships of our cruise line partners were operating. Starting in the first quarter of 2020, and continuing through the third quarter of 2021, 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. It is not possible to predict the ultimate impact of the pandemic, which will depend on a number of factors outside of our control, including, without limitation, the duration and scope of the pandemic, travel restrictions and advisories, the potential unavailability of ports and/or destinations of our cruise line partners, and the general impact on consumer sentiment regarding travel. The full effect of the pandemic on our financial performance cannot be quantified at this time and the full extent of the impact will be determined by the results of our return to service and the length of time COVID-19 influences actions by government authorities, personnel employment, consumer travel decisions, and policies, procedures and actions of our cruise line and destination resort spa partners; however we expect to report a net loss for the fourth quarter ending December 31, 2021 and 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. 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 the quarters ended December 2020, March 2021 and June 2021, we sold 1,259,195, 1,711,003 and 551,690 shares, respectively, under the ATM Sales Agreement for total net proceeds of $35.1 million. As of September 30, 2021, shares representing approximately $14 million remain available for sale under the ATM Sales Agreement. As of November 5, 2021, shares representing approximately $10.0 million remain available for sale 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 September 30, 2021, we were operating spas onboard 78 vessels); • closed all destination resort spas as of March 26, 2020 (as of September 30, 2021, 45 destination resort spas had reopened and were operating); • The Company repatriated all of its shipboard employees as a result of COVID-19 related cruise suspensions, eliminating all ongoing expenses related to these repatriated employees. A total of 1,653 of our cruise ship personnel have re-embarked on vessels that have sailed or are anticipated to sail; • 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 September 30, 2021, the majority had returned to work and no 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 September 30, 2021. 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 will be realized as assumed or may not change because of the unprecedented 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. Based on the actions the Company has taken as described above, our current resources, our current operations, vessels expected to return to sailing, destination resort spas expected to reopen, and our assumptions regarding the expected performance of our spas operation onboard vessels and in destination resorts, 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	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation, Principles of Consolidation In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in quarterly financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been omitted or condensed pursuant to the SEC’s rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our unaudited financial position, results of operations and cash flows. The unaudited results of operations and cash flows of our interim periods are not necessarily indicative of the results of operations or cash flows that may be expected for the entire fiscal year. As noted in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 (the “2020 10-K/A”), the Company restated its previously issued consolidated financial statements as of December 31, 2020 and 2019 and for the year ended December 31, 2020 and the period from March 20, 2019 to December 31, 2019 (Successor), as well each of the quarters within those periods, as a result of the Company’s reevaluation of the accounting treatment of its warrants in response to the SEC’s statement on April 12, 2021 entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” For more information on the Restatement and a material weakness in internal control over financial reporting related thereto, see “Explanatory Note” in the 2020 10-K/A and Note 2 to the consolidated and combined financial statements included in the 2020 10-K/A. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated and combined financial statements and related notes thereto included in the 2020 10-K/A. We have restated herein our condensed consolidated financial statements as of and for the quarter and nine months ended September 30, 2020. We have also restated related amounts within the accompanying footnotes to the condensed consolidated financial statements. The impact to the quarter ended September 30, 2020 was an increase to net loss of $25.1 million. The impact to the nine months ended September 30, 2020 was a decrease to net loss of $35.9 million. The impact as of September 30, 2021, was an increase to warrant liabilities of $61.3 million, a decrease to accumulated deficit of $16.2 million and a decrease of additional paid-in capital of $77.5 million. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Actual results could differ from those estimates. The accompanying unaudited condensed consolidated financial statements includes the condensed consolidated balance sheet and statement of operations, comprehensive income (loss), changes in equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation. Restricted Cash These balances include amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of September 30, 2021 to the total amount presented in our condensed consolidated statements of cash flows for the nine months ended September 30, 2021 (in thousands): Cash and cash equivalents $ 32,682 Restricted cash 1,896 Total cash and restricted cash in the consolidated statement of cash flows $ 34,578 Inventories Inventories, consisting principally of beauty, health and wellness products, are stated at the lower of cost, as determined on a first-in, first-out basis, or market. All inventory balances are comprised of finished goods used in beauty and health and wellness services or held for sale to customers. Inventory reserve is recorded to write down the cost of inventory to the estimated market value. For the three months ended September 30, 2021 and 2020, we recorded an inventory reserve of $2.0 million and $0.6 million, respectively, and for the nine months ended September 30, 2021 and 2020, we recorded an inventory reserve $2.0 million and $1.1 million, respectively, for the decline in the net realizable value of inventories, which is included in Cost of products in the condensed consolidated statement of operations. These losses principally are the result of excess, slow-moving, expiration of products and damaged inventories caused by the cessation of our cruise line partners operations and, consequently, our 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 wellness services on cruises when they return to sailing, which is uncertain and dependent on our cruise line partners and its customers that use our services. Earnings Per Share Basic earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income (loss) 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 5 – “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 income (loss) per share is computed by dividing net income (loss) by the weighted average number of Voting and Non-Voting common shares outstanding for the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of diluted Voting and Non-voting common shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase Voting and Non-Voting common shares. If the entity reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The Company has not presented (loss) income per share under the two-class method, because the income (loss) per share are the same for both Voting and Non-Voting common stock since they are entitled to the same liquidation and dividend rights. The following table provides details underlying OneSpaWorld’s loss per basic and diluted share calculation (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 (a) 2020 (as restated) (a) 2021 (a) 2020 (as restated) (a) Net loss, adjusted for change in fair value of warrant liabilities for diluted earnings per share $ (12,342 ) $ (47,547 ) $ (57,605 ) $ (216,602 ) Weighted average shares outstanding – Basic 90,852 84,968 89,559 70,737 Weighted average shares outstanding – Diluted 90,852 84,968 89,559 70,737 Income loss per share: Basic $ (0.14 ) $ (0.56 ) $ (0.64 ) $ (3.06 ) Diluted $ (0.14 ) $ (0.56 ) $ (0.64 ) $ (3.06 ) (a) The table below presents the weighted-average number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Sponsor Warrants 8,000 8,000 8,000 8,000 Public Warrants 16,145 16,150 16,147 16,235 2020 PIPE Warrants 5,000 5,000 5,000 2,008 Deferred shares — 1,600 515 4,593 Employee stock options 1,269 4,376 3,015 4,376 Restricted stock units 1,598 798 1,752 415 Performance stock units 699 661 704 328 32,711 36,585 35,133 35,955 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 2020-04, “Reference Rate Reform (Topic 848)”, which provided guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform. The provisions apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2022. The Company is currently assessing the impact of the adoption of this guidance.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2021
Finite Lived Intangible Assets Net [Abstract]
GOODWILL AND INTANGIBLE ASSETS	3. GOODWILL AND INTANGIBLE ASSETS As a result of the effect of COVID-19 on our expected future operating cash flows, we recognized impairment charges of approximately $190 million associated with the full impairment of the carrying value of the Maritime and Destination Resorts segment reporting units Goodwill and $0.7 million for the trade name, during the nine months ended September 30, 2020 and are included in Goodwill and tradename intangible assets impairment in the accompanying condensed consolidated statement of operations (See “Note 10”). There were Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of September 30, 2021 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ (39,311 ) $ 565,389 39 Destination resort agreements 17,900 (2,989 ) 14,911 15 Trade name 6,200 (700 ) 5,500 Indefinite-life Licensing agreement 1,000 (304 ) 696 8 $ 629,800 $ (43,304 ) $ 586,496 The following is a summary of the Company’s intangible assets as of December 31, 2020 (in thousands, except amortization period): Cost Accumulated Amortization 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 Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Amortization expense for the three months ended September 30, 2021 and 2020 was $4.2 million for each period. Amortization expense for the nine months ended September 30, 2021 and 2020 was $12.6 million for each period. Amortization expense is estimated to be $16.8 million in each of the next five years beginning in 2021.

LONG-TERM DEBT

LONG-TERM DEBT	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
LONG-TERM DEBT	4. LONG-TERM DEBT Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate As of As of September 30, 2021 December 31, 2020 Maturities Through September 30, 2021 December 31, 2020 First lien term loan facility 3.9% 4.0% 2026 $ 202,457 $ 202,457 Second lien term loan facility 7.7% 7.7% 2027 25,000 25,000 First lien revolving facility 3.9% 4.0% 2024 7,000 7,000 Total debt $ 234,457 $ 234,457 Less: unamortized debt issuance cost (4,254 ) (5,024 ) Total debt, net of unamortized debt issuance cost $ 230,203 $ 229,433 Less: current portion of long-term debt (1,255 ) - Long-term debt, net $ 228,948 $ 229,433 The following are scheduled principal repayments on long-term as of September 30, 2021 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 219,426 Total $ 234,457 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 September 30, 2021 and December 31 2020, 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. Borrowing Capacity: As of September 30, 2021, 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	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
EQUITY AND WARRANT LIABILITIES	5. Equity Common Shares At September 30, 2021, there were 74,175,938 voting shares and 17,185,500 non-voting shares of OneSpaWorld common stock issued and outstanding. 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-The-Market Equity (“ATM”) Offering During March 2021, we sold 1,711,003 shares under the ATM Sales Agreement for net proceeds of $18.5 million, after offering-related expenses paid of $0.6 million. During the third quarter of 2021, we sold 551,690 shares under the ATM Sales Agreement for net proceeds of $5.5 million, after offering-related expenses accrued of $0.02 million. As of September 30, 2021, shares representing approximately $14 million remain available under the ATM Sales Agreement. As of November 5, 2021, shares representing approximately $10.0 million remain available for sale 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. 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 1,600,000 shares of OneSpaWorld common stock. In connection with the 2020 Private Placement, 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. During March 2021, we issued and delivered an aggregate of 1,600,000 voting common shares upon the achievement of the Price Target discussed above. Warrant Liabilities Sponsor Warrants As of September 30, 2021 and December 31, 2020, 8.0 million Sponsor Warrants Public Warrants As of September 30, 2021 and December 31, 2020, 16,145,379 and 16,150,379 W 2020 PIPE Warrants As of September 30, 2021 and December 31, 2020, 5.0 million 2020 PIPE Warrants Secondary Offering On June 23, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Steiner as a selling shareholder, the other selling shareholders named therein (collectively with Steiner, the “Selling Shareholders”) and Stifel, Nicolaus & Company, Incorporated, as representative of the underwriters named therein (collectively, the “Underwriters”), pursuant to which the Selling Shareholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Shareholders, subject to and upon the terms and conditions set forth therein, an aggregate of 8,421,053 common shares, par value $0.0001 per share, of the Company, at a price of $9.50 per share (the “Firm Shares”). Steiner also granted the Underwriters a 30-day option to purchase up to an additional 1,263,158 shares (the “Additional Shares” ) . T he offering of the Firm Shares and the Additional Shares, the ( “Secondary Offering”) are on the same terms and conditions. On June 25, 2021, the Underwriters notified the Company and the Selling Shareholders of their intent to exercise their option to purchase the 1,263,158 Additional Shares in full, and on June 28, 2021, the Secondary Offering was completed. The Company received no proceeds from the Secondary Offering.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
STOCK-BASED COMPENSATION	6. STOCK-BASED COMPENSATION During the nine months ended September 30, 2021, 941,512 options, 18,985 RSUs and 28,478 PSUs, were forfeited due to the retirement of our former Chief Executive Officer. On August 3, 2021, Leonard Fluxman, Executive Chairman and Chief Executive Officer, and Stephen Lazarus, Chief Financial Officer and Chief Operating Officer, voluntarily surrendered outstanding options to purchase an aggregate of 3,434,379 of the Company’s common shares. The common shares underlying these surrendered options will be available for future grant to Company personnel under the OneSpaWorld 2019 Equity Incentive Plan, which had been depleted. The share-based compensation expense for the three months ended September 30, 2021 and 2020 was $2.1 million and $1.1 million, respectively, which is included as a component of salary and payroll taxes in the accompanying condensed consolidated statements of operations. The share-based compensation expense for the nine months ended September 30, 2021 and 2020 was $7.4 million and $2.0 million, respectively, which is included as a component of salary and payroll taxes in the accompanying condensed consolidated statements of operations The following is a summary of options activity for the nine months ended September 30, 2021: Stock Options Activity Number of Options Weighted- Average Exercise Price Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 4,375,891 $ 12.99 $ 4.48 Granted - - - Exercised - - - Forfeited (4,375,891 ) 12.99 4.48 Outstanding at September 30, 2021 - $ - $ - Vested at September 30, 2021 - $ - $ - The following is a summary of RSUs activity for the nine months ended September 30, 2021: Restricted Share Units Activity Number of Awards Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 1,831,115 $ 7.32 Granted 106,744 9.77 Vested (557,768 ) 6.67 Forfeited (61,209 ) 11.64 Non-vested share units as of September 30, 2021 1,318,882 $ 7.82 The following is a summary of PSUs activity for the nine months ended September 30, 2021: 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 Outstanding at December 31, 2020 981,416 $ 4.83 129,920 $ 15.67 Granted - - 271,699 9.77 Vested (543,167 ) 4.65 (7,305 ) 15.67 Forfeited - - (35,026 ) 15.67 Non-vested share units as of September 30, 2021 438,249 $ 5.04 359,288 $ 11.21

REVENUE RECOGNITION

REVENUE RECOGNITION	9 Months Ended
	Sep. 30, 2021
Revenue From Contract With Customer [Abstract]
REVENUE RECOGNITION	7. REVENUE RECOGNITION The Company's revenue generating activities include the following: Service Revenues Service revenues consist primarily of sales of health, wellness and beauty services, including a full range of massage treatments, facial treatments, nutritional/weight management consultations, teeth whitening, mindfulness services and medi-spa services to cruise ship passengers and destination resort guests. Each service or consultation represents a separate performance obligation and revenues are generally recognized immediately upon the completion of our service. Given the short duration of our performance obligation, although some services are recognized over time, there is no 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 condensed consolidated balance sheets and was $0.7 million, as of September 30, 2021 and December 31, 2020. 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. Such amounts are typically remitted to us by our cruise line or destination resort partners, except for online sales, and are net of commissions they withhold. Although paid by our cruise line partners, customers are typically required to pay with major credit cards, reducing our credit risk to individual customers. Amounts are billed immediately, and our cruise line and destination resort partners typically remit payments to us within 30 days. As of September 30, 2021 and December 31, 2020, our receivables from contracts with customers were $14.5 million and $3.0 million, respectively. Our contract liabilities for gift cards and customer loyalty programs are described above. Disaggregation of Revenue and Segment Reporting The Company operates facilities on cruise ships and in destination resorts, where we provide health and wellness, fitness and beauty services and sell related products. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, products, services, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief executive officer, who is the Company’s chief operating decision maker (CODM), in determining how to allocate the Company’s resources and evaluate performance. The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Service revenues: Maritime $ 27,072 $ 130 $ 28,186 $ 81,062 Destination resorts 7,772 978 18,910 9,833 Total service revenues 34,844 1,108 47,096 90,895 Product revenues: Maritime 7,766 7 8,209 23,132 Destination resorts 575 111 1,538 988 Timetospa.com 450 563 1,537 2,079 Total product revenues 8,791 681 11,284 26,199 Total revenues $ 43,635 $ 1,789 $ 58,380 $ 117,094

SEGMENT AND GEOGRAPHICAL INFORM

SEGMENT AND GEOGRAPHICAL INFORMATION	9 Months Ended
	Sep. 30, 2021
Segment Reporting [Abstract]
SEGMENT AND GEOGRAPHICAL INFORMATION	8. SEGMENT AND GEOGRAPHICAL INFORMATION The Company operates facilities on cruise ships and in destination resort health and wellness centers, which provide health and wellness services and sell beauty products onboard cruise ships and in destination resort health and wellness centers. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, products, services, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief executive officer, who is the Company’s CODM, in determining how to allocate the Company’s resources and evaluate performance. The basis for determining the geographic information below is based on the countries in which the Company operates. The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues: U.S. $ 5,070 $ 1,185 $ 12,446 $ 9,312 Not connected to a country 34,830 136 36,397 101,910 Other 3,735 468 9,537 5,872 Total $ 43,635 $ 1,789 $ 58,380 $ 117,094 As of September 30, 2021 December 31, 2020 Property and equipment, net: U.S. $ 6,173 $ 7,145 Not connected to a country 5,423 6,242 Other 2,313 3,669 Total $ 13,909 $ 17,056

CHANGES IN ACCUMULATED OTHER CO

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	9 Months Ended
	Sep. 30, 2021
Stockholders Equity Note [Abstract]
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	9. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table presents the changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2021 and 2020, respectively (in thousands): Accumulated Other Comprehensive Income (Loss) for the Nine Months Ended September 30, 2021 Accumulated Other Comprehensive Income (Loss) for the Nine Months Ended September 30, 2020 Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Accumulated other comprehensive (loss) income, beginning of period $ (560 ) $ (4,915 ) $ (5,475 ) $ (183 ) $ 902 $ 719 Other comprehensive (loss) income before reclassifications (90 ) 629 539 (215 ) (7,179 ) (7,394 ) Amounts reclassified from accumulated other comprehensive loss - 1,456 1,456 - 888 888 Net current period other comprehensive (loss) income (90 ) 2,085 1,995 (215 ) (6,291 ) (6,506 ) Accumulated other comprehensive loss, end of period $ (650 ) $ (2,830 ) $ (3,480 ) $ (398 ) $ (5,389 ) $ (5,787 ) (1) See Note 10.

FAIR VALUE MEASUREMENTS AND DER

FAIR VALUE MEASUREMENTS AND DERIVATIVES	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS AND DERIVATIVES	10. FAIR VALUE MEASUREMENTS AND DERIVATIVES Fair Value Measurements The fair value of outstanding long-term debt as of September 30, 2021 and 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 were as follows (in thousands): September 30, 2021 December 31, 2020 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value First lien term loan facility $ 202,457 $ 200,930 $ 202,457 $ 188,560 Second lien term loan facility 25,000 24,490 25,000 20,950 First lien revolving facility 7,000 6,930 7,000 6,680 Total debt (a) $ 234,457 $ 232,350 $ 234,457 $ 216,190 (a) The debt amounts above do not include the impact of the interest rate swap or debt issuance costs. Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2021 Fair Value Measurements at December 31, 2020 Description Balance Sheet Location Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Liabilities: Derivative financial instruments (1) Other current liabilities $ 1,562 $ - $ 1,562 $ - $ 1,796 $ - $ 1,796 $ - Warrants Warrant liabilities 104,200 - 104,200 104,700 - 104,700 - Derivative financial instruments (1) Other long term liabilities 1,268 - 1,268 - 3,119 - 3,119 - Total liabilities $ 107,030 $ - $ 107,030 $ - $ 109,615 $ - $ 109,615 $ - (1) Consists of an interest rate swap. Warrants Public Warrants and 2020 PIPE Warrants The fair value of the Public Warrants and 2020 PIPE Warrants are considered a Level 2 valuation and are determined using the Monte Carlo model. The significant assumptions which the Company used in the model are: September 30, 2021 December 31, 2020 Public Warrants 2020 PIPE Warrants Public Warrants 2020 PIPE Warrants Stock price $ 9.97 $ 9.97 $ 10.14 $ 10.14 Strike price $ 11.50 $ 5.75 $ 11.50 $ 5.75 Remaining life (in years) 2.47 3.70 3.22 4.45 Volatility 63.0 % 63.0 % 54.0 % 54.0 % Interest rate 0.4 % 0.7 % 0.2 % 0.3 % Redemption price $ 18.00 $ 14.50 $ 18.00 $ 14.50 Sponsor Warrants The fair value of the Sponsor Warrants is considered a Level 2 valuation and is determined using the Black-Sholes model. The significant assumptions which the Company used in the model are: September 30, 2021 December 31, 2020 Stock price $ 9.97 $ 10.14 Strike price $ 11.50 $ 11.50 Remaining life (in years) 2.47 3.22 Volatility 63.0 % 54.0 % Interest rate 0.4 % 0.2 % Dividend yield 0.0 % 0.0 % Derivatives Market risk associated with the Company’s long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. These instruments are recorded on the balance sheet at their fair value and are designated as hedges . The 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 September 30, 2021 and December 31, 2020, the notional amount is $134.7 million and $151.4 million, respectively. There was no ineffectiveness related to the interest rate swaps. The gain or loss on the derivative is recorded as a component of accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. The Company expects to reclassify $1.6 million of income from accumulated other comprehensive income (loss) into interest expense within the next twelve months. The fair value of the interest rate swap contract is measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observable market interest rate curves. The interest rate swap contract was categorized as Level 2 in the fair value hierarchy. The Company is not required to post cash collateral related to this derivative instrument. The effect of the interest rate swap contract designated as cash flows hedging instrument on the condensed consolidated financial statements was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (Losses) gain recognized in accumulated other comprehensive income (loss) $ (75 ) $ (126 ) $ 629 $ (7,179 ) Gains reclassified from accumulated other comprehensive income (loss) to interest expense $ 475 $ 519 $ 1,456 $ 888 Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis Valuation of Goodwill and Trade Name For , The principal assumptions, all of which are considered Level 3 inputs and the valuation techniques used for the nine months ended September 30, 2020 consisted of: • 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 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. Under this method, a royalty rate is applied to the revenues associated with the trade name to capture value associated with use of the name as if licensed. The resulting royalty savings are then discounted to present fair value at rates reflective of the risk and return expectations of the interests to derive its fair value as of the impairment testing date.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	11. INCOME TAXES The Company recorded an income tax expense of approximately $0.1 million, $0.2 million and $1.4 million for the three months ended September 30, 2021, for the nine months ended September 30, 2021 and for the nine months ended September 30, 2020, respectively. For the three months ended September 30, 2020, we recorded a tax benefit of approximately $0.4 million. The difference between the expected provision for income taxes using the 21% U.S. federal income tax rate and the Company’s actual provision is primarily attributable to the change in valuation allowance, foreign rate differential including income earned in jurisdictions not subject to income taxes and withholding taxes due in various jurisdictions.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2021
Commitments And Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	12. COMMITMENTS AND CONTINGENCIES We are routinely involved in legal proceedings, disputes, regulatory matters, and various claims and lawsuits that have been filed or are pending against us, including as noted below, arising in the ordinary course of our business. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically limited to our deductible amount. Nonetheless, the ultimate outcome of those claims and lawsuits that are not covered by insurance cannot be determined at this time. We have evaluated our overall exposure with respect to all of our legal proceedings, threatened and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure. We are currently unable to estimate any other potential contingent losses beyond those accrued, as discovery is not complete and adequate information is not available to estimate such range of loss or potential recovery. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will be material to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery. In February 2020, the Company received a formal assessment of $1.9 million by a foreign tax authority over how the value added tax (“VAT”) law was applied on the change in the ultimate beneficial ownership of one of our subsidiaries as result of the business combination in March 2019. The Company is disputing the assessment and has recorded an accrual of $1.2 million for this matter as of September 30, 2021 and December 31, 2020, and is included in “Accrued expenses” on the Company's condensed consolidated balance sheets. The Company believes the ultimate outcome of this matter will not have a material adverse impact on the consolidated financial statements.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	13. SUBSEQUENT EVENTS At-The-Market Equity (“ATM”) Offering On October 1, 2021, we sold 350,000 shares under the ATM Sales Agreement for net proceeds of $3.5 million. As of November 5, 2021, shares representing approximately $10 million remain available for sale under the ATM Sales Agreement .

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation, Principles of Consolidation	Basis of Presentation, Principles of Consolidation In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in quarterly financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been omitted or condensed pursuant to the SEC’s rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our unaudited financial position, results of operations and cash flows. The unaudited results of operations and cash flows of our interim periods are not necessarily indicative of the results of operations or cash flows that may be expected for the entire fiscal year. As noted in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 (the “2020 10-K/A”), the Company restated its previously issued consolidated financial statements as of December 31, 2020 and 2019 and for the year ended December 31, 2020 and the period from March 20, 2019 to December 31, 2019 (Successor), as well each of the quarters within those periods, as a result of the Company’s reevaluation of the accounting treatment of its warrants in response to the SEC’s statement on April 12, 2021 entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” For more information on the Restatement and a material weakness in internal control over financial reporting related thereto, see “Explanatory Note” in the 2020 10-K/A and Note 2 to the consolidated and combined financial statements included in the 2020 10-K/A. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated and combined financial statements and related notes thereto included in the 2020 10-K/A. We have restated herein our condensed consolidated financial statements as of and for the quarter and nine months ended September 30, 2020. We have also restated related amounts within the accompanying footnotes to the condensed consolidated financial statements. The impact to the quarter ended September 30, 2020 was an increase to net loss of $25.1 million. The impact to the nine months ended September 30, 2020 was a decrease to net loss of $35.9 million. The impact as of September 30, 2021, was an increase to warrant liabilities of $61.3 million, a decrease to accumulated deficit of $16.2 million and a decrease of additional paid-in capital of $77.5 million. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Actual results could differ from those estimates. The accompanying unaudited condensed consolidated financial statements includes the condensed consolidated balance sheet and statement of operations, comprehensive income (loss), changes in equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation.
Restricted Cash	Restricted Cash These balances include amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of September 30, 2021 to the total amount presented in our condensed consolidated statements of cash flows for the nine months ended September 30, 2021 (in thousands): Cash and cash equivalents $ 32,682 Restricted cash 1,896 Total cash and restricted cash in the consolidated statement of cash flows $ 34,578
Inventories	Inventories Inventories, consisting principally of beauty, health and wellness products, are stated at the lower of cost, as determined on a first-in, first-out basis, or market. All inventory balances are comprised of finished goods used in beauty and health and wellness services or held for sale to customers. Inventory reserve is recorded to write down the cost of inventory to the estimated market value. For the three months ended September 30, 2021 and 2020, we recorded an inventory reserve of $2.0 million and $0.6 million, respectively, and for the nine months ended September 30, 2021 and 2020, we recorded an inventory reserve $2.0 million and $1.1 million, respectively, for the decline in the net realizable value of inventories, which is included in Cost of products in the condensed consolidated statement of operations. These losses principally are the result of excess, slow-moving, expiration of products and damaged inventories caused by the cessation of our cruise line partners operations and, consequently, our 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 wellness services on cruises when they return to sailing, which is uncertain and dependent on our cruise line partners and its customers that use our services.
Earnings Per Share	Earnings Per Share Basic earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income (loss) 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 5 – “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 income (loss) per share is computed by dividing net income (loss) by the weighted average number of Voting and Non-Voting common shares outstanding for the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of diluted Voting and Non-voting common shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase Voting and Non-Voting common shares. If the entity reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The Company has not presented (loss) income per share under the two-class method, because the income (loss) per share are the same for both Voting and Non-Voting common stock since they are entitled to the same liquidation and dividend rights. The following table provides details underlying OneSpaWorld’s loss per basic and diluted share calculation (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 (a) 2020 (as restated) (a) 2021 (a) 2020 (as restated) (a) Net loss, adjusted for change in fair value of warrant liabilities for diluted earnings per share $ (12,342 ) $ (47,547 ) $ (57,605 ) $ (216,602 ) Weighted average shares outstanding – Basic 90,852 84,968 89,559 70,737 Weighted average shares outstanding – Diluted 90,852 84,968 89,559 70,737 Income loss per share: Basic $ (0.14 ) $ (0.56 ) $ (0.64 ) $ (3.06 ) Diluted $ (0.14 ) $ (0.56 ) $ (0.64 ) $ (3.06 ) (a) The table below presents the weighted-average number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Sponsor Warrants 8,000 8,000 8,000 8,000 Public Warrants 16,145 16,150 16,147 16,235 2020 PIPE Warrants 5,000 5,000 5,000 2,008 Deferred shares — 1,600 515 4,593 Employee stock options 1,269 4,376 3,015 4,376 Restricted stock units 1,598 798 1,752 415 Performance stock units 699 661 704 328 32,711 36,585 35,133 35,955
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 2020-04, “Reference Rate Reform (Topic 848)”, which provided guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform. The provisions apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2022. The Company is currently assessing the impact of the adoption of this guidance.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Reconciles Cash, Cash Equivalents and Restricted Cash	The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of September 30, 2021 to the total amount presented in our condensed consolidated statements of cash flows for the nine months ended September 30, 2021 (in thousands): Cash and cash equivalents $ 32,682 Restricted cash 1,896 Total cash and restricted cash in the consolidated statement of cash flows $ 34,578
Summary of Income (Loss) per Basic and Diluted Share Calculation	The following table provides details underlying OneSpaWorld’s loss per basic and diluted share calculation (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 (a) 2020 (as restated) (a) 2021 (a) 2020 (as restated) (a) Net loss, adjusted for change in fair value of warrant liabilities for diluted earnings per share $ (12,342 ) $ (47,547 ) $ (57,605 ) $ (216,602 ) Weighted average shares outstanding – Basic 90,852 84,968 89,559 70,737 Weighted average shares outstanding – Diluted 90,852 84,968 89,559 70,737 Income loss per share: Basic $ (0.14 ) $ (0.56 ) $ (0.64 ) $ (3.06 ) Diluted $ (0.14 ) $ (0.56 ) $ (0.64 ) $ (3.06 ) (a)
Schedule of Weighted-Average Number of Antidilutive Potential Common Shares	The table below presents the weighted-average number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Sponsor Warrants 8,000 8,000 8,000 8,000 Public Warrants 16,145 16,150 16,147 16,235 2020 PIPE Warrants 5,000 5,000 5,000 2,008 Deferred shares — 1,600 515 4,593 Employee stock options 1,269 4,376 3,015 4,376 Restricted stock units 1,598 798 1,752 415 Performance stock units 699 661 704 328 32,711 36,585 35,133 35,955

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2021
Finite Lived Intangible Assets Net [Abstract]
Summary of Cost, Accumulated Amortization, and Net Balance of the Definite-Lived Intangible Assets	Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of September 30, 2021 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ (39,311 ) $ 565,389 39 Destination resort agreements 17,900 (2,989 ) 14,911 15 Trade name 6,200 (700 ) 5,500 Indefinite-life Licensing agreement 1,000 (304 ) 696 8 $ 629,800 $ (43,304 ) $ 586,496 The following is a summary of the Company’s intangible assets as of December 31, 2020 (in thousands, except amortization period): Cost Accumulated Amortization 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

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate As of As of September 30, 2021 December 31, 2020 Maturities Through September 30, 2021 December 31, 2020 First lien term loan facility 3.9% 4.0% 2026 $ 202,457 $ 202,457 Second lien term loan facility 7.7% 7.7% 2027 25,000 25,000 First lien revolving facility 3.9% 4.0% 2024 7,000 7,000 Total debt $ 234,457 $ 234,457 Less: unamortized debt issuance cost (4,254 ) (5,024 ) Total debt, net of unamortized debt issuance cost $ 230,203 $ 229,433 Less: current portion of long-term debt (1,255 ) - Long-term debt, net $ 228,948 $ 229,433
Schedule of Principal Repayments on Long-term Debt	The following are scheduled principal repayments on long-term as of September 30, 2021 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 219,426 Total $ 234,457
Schedule of Borrowing Capacity and Amount Borrowed	As of September 30, 2021, 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 (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Summary of Stock Option Activity	The following is a summary of options activity for the nine months ended September 30, 2021: Stock Options Activity Number of Options Weighted- Average Exercise Price Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 4,375,891 $ 12.99 $ 4.48 Granted - - - Exercised - - - Forfeited (4,375,891 ) 12.99 4.48 Outstanding at September 30, 2021 - $ - $ - Vested at September 30, 2021 - $ - $ -
Summary of Restricted Stock Units Activity	The following is a summary of RSUs activity for the nine months ended September 30, 2021: Restricted Share Units Activity Number of Awards Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 1,831,115 $ 7.32 Granted 106,744 9.77 Vested (557,768 ) 6.67 Forfeited (61,209 ) 11.64 Non-vested share units as of September 30, 2021 1,318,882 $ 7.82
Summary of PSUs Activity	The following is a summary of PSUs activity for the nine months ended September 30, 2021: 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 Outstanding at December 31, 2020 981,416 $ 4.83 129,920 $ 15.67 Granted - - 271,699 9.77 Vested (543,167 ) 4.65 (7,305 ) 15.67 Forfeited - - (35,026 ) 15.67 Non-vested share units as of September 30, 2021 438,249 $ 5.04 359,288 $ 11.21

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	9 Months Ended
	Sep. 30, 2021
Revenue From Contract With Customer [Abstract]
Summary of Disaggregation of Revenue By Revenue Source and Operating Segment	The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Service revenues: Maritime $ 27,072 $ 130 $ 28,186 $ 81,062 Destination resorts 7,772 978 18,910 9,833 Total service revenues 34,844 1,108 47,096 90,895 Product revenues: Maritime 7,766 7 8,209 23,132 Destination resorts 575 111 1,538 988 Timetospa.com 450 563 1,537 2,079 Total product revenues 8,791 681 11,284 26,199 Total revenues $ 43,635 $ 1,789 $ 58,380 $ 117,094

SEGMENT AND GEOGRAPHICAL INFO_2

SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2021
Segment Reporting [Abstract]
Summary of Geographic Information	The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues: U.S. $ 5,070 $ 1,185 $ 12,446 $ 9,312 Not connected to a country 34,830 136 36,397 101,910 Other 3,735 468 9,537 5,872 Total $ 43,635 $ 1,789 $ 58,380 $ 117,094 As of September 30, 2021 December 31, 2020 Property and equipment, net: U.S. $ 6,173 $ 7,145 Not connected to a country 5,423 6,242 Other 2,313 3,669 Total $ 13,909 $ 17,056

CHANGES IN ACCUMULATED OTHER _2

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	9 Months Ended
	Sep. 30, 2021
Stockholders Equity Note [Abstract]
Schedule of Changes in Accumulated Other Comprehensive Income (Loss)	The following table presents the changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2021 and 2020, respectively (in thousands): Accumulated Other Comprehensive Income (Loss) for the Nine Months Ended September 30, 2021 Accumulated Other Comprehensive Income (Loss) for the Nine Months Ended September 30, 2020 Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Accumulated other comprehensive (loss) income, beginning of period $ (560 ) $ (4,915 ) $ (5,475 ) $ (183 ) $ 902 $ 719 Other comprehensive (loss) income before reclassifications (90 ) 629 539 (215 ) (7,179 ) (7,394 ) Amounts reclassified from accumulated other comprehensive loss - 1,456 1,456 - 888 888 Net current period other comprehensive (loss) income (90 ) 2,085 1,995 (215 ) (6,291 ) (6,506 ) Accumulated other comprehensive loss, end of period $ (650 ) $ (2,830 ) $ (3,480 ) $ (398 ) $ (5,389 ) $ (5,787 ) (1) See Note 10.

FAIR VALUE MEASUREMENTS AND D_2

FAIR VALUE MEASUREMENTS AND DERIVATIVES (Tables)	9 Months Ended
	Sep. 30, 2021
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 were as follows (in thousands): September 30, 2021 December 31, 2020 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value First lien term loan facility $ 202,457 $ 200,930 $ 202,457 $ 188,560 Second lien term loan facility 25,000 24,490 25,000 20,950 First lien revolving facility 7,000 6,930 7,000 6,680 Total debt (a) $ 234,457 $ 232,350 $ 234,457 $ 216,190 (a) The debt amounts above do not include the impact of the interest rate swap or debt issuance costs.
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2021 Fair Value Measurements at December 31, 2020 Description Balance Sheet Location Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Liabilities: Derivative financial instruments (1) Other current liabilities $ 1,562 $ - $ 1,562 $ - $ 1,796 $ - $ 1,796 $ - Warrants Warrant liabilities 104,200 - 104,200 104,700 - 104,700 - Derivative financial instruments (1) Other long term liabilities 1,268 - 1,268 - 3,119 - 3,119 - Total liabilities $ 107,030 $ - $ 107,030 $ - $ 109,615 $ - $ 109,615 $ - (1) Consists of an interest rate swap.
Schedule of Interest Rate Derivatives	The effect of the interest rate swap contract designated as cash flows hedging instrument on the condensed consolidated financial statements was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (Losses) gain recognized in accumulated other comprehensive income (loss) $ (75 ) $ (126 ) $ 629 $ (7,179 ) Gains reclassified from accumulated other comprehensive income (loss) to interest expense $ 475 $ 519 $ 1,456 $ 888
Monte Carlo Model [Member]
Significant Assumptions used in the Model to Determine Fair Value of Warrants	The fair value of the Public Warrants and 2020 PIPE Warrants are considered a Level 2 valuation and are determined using the Monte Carlo model. The significant assumptions which the Company used in the model are: September 30, 2021 December 31, 2020 Public Warrants 2020 PIPE Warrants Public Warrants 2020 PIPE Warrants Stock price $ 9.97 $ 9.97 $ 10.14 $ 10.14 Strike price $ 11.50 $ 5.75 $ 11.50 $ 5.75 Remaining life (in years) 2.47 3.70 3.22 4.45 Volatility 63.0 % 63.0 % 54.0 % 54.0 % Interest rate 0.4 % 0.7 % 0.2 % 0.3 % Redemption price $ 18.00 $ 14.50 $ 18.00 $ 14.50
Black-Sholes Model [Member]
Significant Assumptions used in the Model to Determine Fair Value of Warrants	The fair value of the Sponsor Warrants is considered a Level 2 valuation and is determined using the Black-Sholes model. The significant assumptions which the Company used in the model are: September 30, 2021 December 31, 2020 Stock price $ 9.97 $ 10.14 Strike price $ 11.50 $ 11.50 Remaining life (in years) 2.47 3.22 Volatility 63.0 % 54.0 % Interest rate 0.4 % 0.2 % Dividend yield 0.0 % 0.0 %

ORGANIZATION - Additional Infor

ORGANIZATION - Additional Information (Details) $ / shares in Units, $ in Millions	Oct. 01, 2021USD ($)shares	Jun. 12, 2020USD ($)	Mar. 31, 2021USD ($)shares	Sep. 30, 2021USD ($)shares	Jun. 30, 2021shares	Mar. 31, 2021shares	Dec. 31, 2020shares	Jun. 30, 2021USD ($)	Sep. 30, 2021USD ($)VesselResortEmployee	Nov. 05, 2021USD ($)	Dec. 07, 2020USD ($)$ / shares
Number of operating vessel | Vessel									78
Resort spas closed date									Mar. 26, 2020
Total number of cruise ship personnel re-embarked | Employee									1,653
Spa personnel furloughed									96.00%
Terminated employment, percentage									66.00%
Percentage of salary reductions for corporate personnel									38.00%
Number of salary reductions for corporate personnel | Employee									0
Dividend declared date									Feb. 26, 2020
Dividends payable				$ 2.4					$ 2.4
Credit Facility [Member]
Proceeds from credit facility, net									7
Credit facility, available and undrawn				$ 13					$ 13
U.S. and Caribbean [Member]
Number of reopened and operating resort spas | Resort									45
2020 Private Placement [Member]
Common stock and warrants sold		$ 75
At-the- Market Equity Offering [Member] | Common Stock [Member]
Common shares, par value | $ / shares											$ 0.0001
Common stock, shares sold | shares			1,711,003	551,690	551,690	1,711,003	1,259,195
Proceeds from the issuance of common shares			$ 18.5	$ 5.5				$ 35.1
Remaining available under sales agreement				$ 14					$ 14
At-the- Market Equity Offering [Member] | Common Stock [Member] | Subsequent Event [Member]
Common stock, shares sold | shares	350,000
Proceeds from the issuance of common shares	$ 3.5
Remaining available under sales agreement										$ 10
At-the- Market Equity Offering [Member] | Common Stock [Member] | Maximum [Member]
Aggregate offering price											$ 50

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
Net loss	$ (12,342)	$ (47,547)	$ (57,605)	$ (216,602)
Warrant liabilities	104,200		104,200		$ 104,700
Accumulated deficit	(380,851)		(380,851)		(323,246)
Additional paid-in capital	680,927		680,927		$ 649,540
Inventory reserve recorded due to COVID-19 pandemic	2,000	600	2,000	1,100
Impact on Restatement [Member]
Summary Of Significant Accounting Policies [Line Items]
Net loss		$ 25,100		$ (35,900)
Warrant liabilities	61,300		61,300
Accumulated deficit	(16,200)		(16,200)
Additional paid-in capital	$ (77,500)		$ (77,500)

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Reconciles Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 32,682	$ 41,552
Restricted cash	1,896	1,896
Total cash and restricted cash in the consolidated statement of cash flows	$ 34,578	$ 43,448	$ 49,214	$ 13,863

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Income (Loss) per Basic and Diluted Share Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Accounting Policies [Abstract]
Net loss, adjusted for change in fair value of warrant liabilities for diluted earnings per share	$ (12,342)	$ (47,547)	$ (57,605)	$ (216,602)
Weighted average shares outstanding – Basic	90,852	84,968	89,559	70,737
Weighted average shares outstanding – Diluted	90,852	84,968	89,559	70,737
Income loss per share:
Basic	$ (0.14)	$ (0.56)	$ (0.64)	$ (3.06)
Diluted	$ (0.14)	$ (0.56)	$ (0.64)	$ (3.06)

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Weighted-Average Number of Antidilutive Potential Common Shares (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	32,711	36,585	35,133	35,955
Sponsor Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	8,000	8,000	8,000	8,000
Public Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	16,145	16,150	16,147	16,235
2020 PIPE Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	5,000	5,000	5,000	2,008
Deferred shares [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount		1,600	515	4,593
Employee Stock Option [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,269	4,376	3,015	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	1,598	798	1,752	415
Performance Stock Units [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	699	661	704	328

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Line Items]
Goodwill impairment charges	$ 0	$ 0	$ 0	$ 190,000,000
Intangible assets, Impairment charge	0	0	0
Amortization of intangible assets	4,206,000	$ 4,206,000	12,618,000	12,618,000
Estimated amortization expense in 2021	16,800,000		16,800,000
Estimated amortization expense in 2022	16,800,000		16,800,000
Estimated amortization expense in 2023	16,800,000		16,800,000
Estimated amortization expense in 2024	16,800,000		16,800,000
Estimated amortization expense in 2025	$ 16,800,000		$ 16,800,000
Trade Name [Member]
Goodwill And Intangible Assets Disclosure [Line Items]
Intangible assets, Impairment charge				$ 700,000

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS - Summary of Cost, Accumulated Amortization, and Net Balance of the Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Cost	$ 629,800	$ 629,800
Accumulated Amortization and Impairment	(43,304)	(30,686)
Net Balance	586,496	599,114
Retail Concession Agreements [Member]
Cost	604,700	604,700
Accumulated Amortization and Impairment	(39,311)	(27,680)
Net Balance	$ 565,389	$ 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	(2,989)	(2,095)
Net Balance	$ 14,911	$ 15,805
Weighted Average Amortization Period (in years)	15 years	15 years
Licensing Agreements [Member]
Cost	$ 1,000	$ 1,000
Accumulated Amortization and Impairment	(304)	(211)
Net Balance	$ 696	$ 789
Weighted Average Amortization Period (in years)	8 years	8 years
Trade Name [Member]
Cost	$ 6,200	$ 6,200
Accumulated Amortization and Impairment	(700)	(700)
Net Balance	$ 5,500	$ 5,500
Weighted Average Amortization Period (in years)	Indefinite-life	Indefinite-life

LONG-TERM DEBT - Summary of Lon

LONG-TERM DEBT - Summary of Long-term Debt (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Total debt	$ 234,457	$ 234,457
Less: unamortized debt issuance cost	(4,254)	(5,024)
Total debt, net of unamortized debt issuance cost	230,203	229,433
Less: current portion of long-term debt	(1,255)
Long-term debt, net	$ 228,948	$ 229,433
First Lien Term Loan Facility [Member]
Long-term debt, Interest Rate	3.90%	4.00%
Long-term debt, Maturities	2026
Total debt	$ 202,457	$ 202,457
Second Lien Term Loan Facility [Member]
Long-term debt, Interest Rate	7.70%	7.70%
Long-term debt, Maturities	2027
Total debt	$ 25,000	$ 25,000
First Lien Revolving Facility [Member]
Long-term debt, Interest Rate	3.90%	4.00%
Long-term debt, Maturities	2024
Total debt	$ 7,000	$ 7,000

LONG-TERM DEBT - Schedule of Pr

LONG-TERM DEBT - Schedule of Principal Repayments on Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2022	$ 1,776
2023	2,085
2024	9,085
2025	2,085
Thereafter	219,426
Total	$ 234,457	$ 234,457

LONG-TERM DEBT - Additional Inf

LONG-TERM DEBT - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2019	Mar. 19, 2019	Sep. 30, 2021
Commitment Fee Rate		0.50%
Commitment Fee Rate On Achievement Of Leverage Ratio		0.325%
Percentage of net cash proceeds on asset sales or other property dispositions			100.00%
Percentage of net cash proceeds on debt incurrence			100.00%
Quarterly amortization payments			0.25%
Debt instrument, covenant compliance			As of September 30, 2021 and December 31 2020, 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 Bo

LONG-TERM DEBT - Schedule of Borrowing Capacity and Amount Borrowed (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Mar. 19, 2019
Amount Borrowed	$ 234,457	$ 234,457
First Lien Revolving Facility [Member]
Borrowing Capacity	20,000		$ 20,000
Amount Borrowed	$ 7,000	$ 7,000

EQUITY AND WARRANT LIABILITIES

EQUITY AND WARRANT LIABILITIES - Additional Information (Details) - USD ($)	Oct. 01, 2021	Jun. 28, 2021	Jun. 25, 2021	Jun. 23, 2021	Mar. 19, 2019	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Sep. 30, 2021	Nov. 05, 2021	Dec. 07, 2020
At-The-Market Equity (“ATM”) Offering [Member] | Common Stock [Member]
Common stock, shares sold						1,711,003	551,690	551,690	1,711,003	1,259,195
Proceeds from the issuance of common shares						$ 18,500,000	$ 5,500,000				$ 35,100,000
Offering-related expenses						$ 600,000	20,000		$ 600,000			$ 20,000
Remain available under sales agreement							14,000,000					$ 14,000,000
Common shares, par value														$ 0.0001
2020 Private Placement [Member]
Weighted average price												$ 10.50
2020 Private Placement [Member] | Steiner and Haymaker Sponsor, LLC [Member]
Deferred shares					1,600,000
Public Warrants [Member]
Warrants and Rights Outstanding							16,145,379			$ 16,150,379		$ 16,145,379
Sponsor Warrants [Member]
Warrants and Rights Outstanding							8,000,000			8,000,000		8,000,000
2020 PIPE Warrants [Member]
Warrants and Rights Outstanding							$ 5,000,000			$ 5,000,000		$ 5,000,000
Secondary Offering, “Underwriting Agreement” [Member] | Common Stock [Member] | Steiner, the “Selling Shareholders” and “Underwriters” [Member]
Common stock, shares sold				8,421,053
Proceeds from the issuance of common shares		$ 0
Common shares, par value				$ 0.0001
Share price				$ 9.50
Period of option to purchase additional shares				30 days
Secondary Offering, “Underwriting Agreement” [Member] | Common Stock [Member] | Maximum [Member] | Steiner, the “Selling Shareholders” and “Underwriters” [Member]
Common stock, shares sold			1,263,158	1,263,158
Subsequent Event [Member] | At-The-Market Equity (“ATM”) Offering [Member] | Common Stock [Member]
Common stock, shares sold	350,000
Proceeds from the issuance of common shares	$ 3,500,000
Remain available under sales agreement													$ 10,000,000
Voting Common Stock [Member]
Common stock, shares issued							74,175,938			69,292,596		74,175,938
Common stock, shares outstanding							74,175,938			69,292,596		74,175,938
Deferred shares issued and delivered upon achievement of price target						1,600,000
Non-Voting Common Stock [Member]
Common stock, shares issued							17,185,500			17,185,500		17,185,500
Common stock, shares outstanding							17,185,500			17,185,500		17,185,500

STOCK-BASED COMPENSATION - Addi

STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ in Millions	Aug. 03, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options forfeited due to retirement of former Chief Executive Officer				4,375,891
Outstanding options forfeited to purchase aggregate common shares	3,434,379
Salary and Payroll Benefits [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense		$ 2.1	$ 1.1	$ 7.4	$ 2
Former Chief Executive Officer [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options forfeited due to retirement of former Chief Executive Officer				941,512
Restricted Share Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Other than options forfeited due to retirement of former Chief Executive Officer				61,209
Restricted Share Units [Member] | Former Chief Executive Officer [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Other than options forfeited due to retirement of former Chief Executive Officer				18,985
Performance Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Other than options forfeited due to retirement of former Chief Executive Officer				35,026
Performance Stock Units [Member] | Former Chief Executive Officer [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Other than options forfeited due to retirement of former Chief Executive Officer				28,478

STOCK-BASED COMPENSATION - Summ

STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Options, Outstanding | shares	4,375,891
Number of Options, Forfeited | shares	(4,375,891)
Weighted-Average Exercise Price, Outstanding	$ 12.99
Weighted-Average Exercise Price, Forfeited	12.99
Weighted-Average Grant Date Fair Value, Outstanding	4.48
Weighted-Average Grant Date Fair Value, Forfeited	$ 4.48

STOCK-BASED COMPENSATION - Su_2

STOCK-BASED COMPENSATION - Summary of Restricted Share Units Activity (Details) - Restricted Share Units [Member]	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of awards, Non-vested | shares	1,831,115
Number of awards, Granted | shares	106,744
Number of awards, Vested | shares	(557,768)
Number of awards, Forfeited | shares	(61,209)
Number of awards, Non-vested | shares	1,318,882
Weighted-average grant date fair value, Non-vested | $ / shares	$ 7.32
Weighted-average grant date fair value, Granted | $ / shares	9.77
Weighted-average grant date fair value, Vested | $ / shares	6.67
Weighted-average grant date fair value, Forfeited | $ / shares	11.64
Weighted-average grant date fair value, Non-vested | $ / shares	$ 7.82

STOCK-BASED COMPENSATION - Su_3

STOCK-BASED COMPENSATION - Summary of PSUs Activity (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Market Condition Based Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of awards, Non-vested | shares	981,416
Number of awards, Vested | shares	(543,167)
Number of awards, Non-vested | shares	438,249
Weighted-average grant date fair value, Non-vested | $ / shares	$ 4.83
Weighted-average grant date fair value, Vested | $ / shares	4.65
Weighted-average grant date fair value, Non-vested | $ / shares	$ 5.04
Performance Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of awards, Non-vested | shares	129,920
Number of awards, Granted | shares	271,699
Number of awards, Vested | shares	(7,305)
Number of awards, Forfeited | shares	(35,026)
Number of awards, Non-vested | shares	359,288
Weighted-average grant date fair value, Non-vested | $ / shares	$ 15.67
Weighted-average grant date fair value, Granted | $ / shares	9.77
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	$ 11.21

REVENUE RECOGNITION - Additiona

REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
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	$ 14.5	$ 3
Other Current Liabilities [Member]
Disaggregation Of Revenue [Line Items]
Liability for unredeemed gift cards	$ 0.7	$ 0.7

REVENUE RECOGNITION - Summary o

REVENUE RECOGNITION - Summary of Disaggregation of Revenue By Revenue Source and Operating Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation Of Revenue [Line Items]
Total revenues	$ 43,635	$ 1,789	$ 58,380	$ 117,094
Service [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	34,844	1,108	47,096	90,895
Service [Member] | Maritime [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	27,072	130	28,186	81,062
Service [Member] | Destination Resorts [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	7,772	978	18,910	9,833
Product [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	8,791	681	11,284	26,199
Product [Member] | Maritime [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	7,766	7	8,209	23,132
Product [Member] | Destination Resorts [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	575	111	1,538	988
Product [Member] | Timetospa.com [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	$ 450	$ 563	$ 1,537	$ 2,079

SEGMENT AND GEOGRAPHICAL INFO_3

SEGMENT AND GEOGRAPHICAL INFORMATION - Summary of Geographic Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Revenues:
Revenues	$ 43,635	$ 1,789	$ 58,380	$ 117,094
Property and equipment, net:
Property and equipment, net	13,909		13,909		$ 17,056
U.S. [Member]
Revenues:
Revenues	5,070	1,185	12,446	9,312
Property and equipment, net:
Property and equipment, net	6,173		6,173		7,145
Not connected to a country [Member]
Revenues:
Revenues	34,830	136	36,397	101,910
Property and equipment, net:
Property and equipment, net	5,423		5,423		6,242
Other [Member]
Revenues:
Revenues	3,735	$ 468	9,537	$ 5,872
Property and equipment, net:
Property and equipment, net	$ 2,313		$ 2,313		$ 3,669

CHANGES IN ACCUMULATED OTHER _3

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
BALANCE		$ 301,199	$ 424,414	$ 320,828	$ 590,468
Total other comprehensive income (loss) net of tax		196	482	1,995	(6,506)
BALANCE		296,605	378,459	296,605	378,459
Foreign Currency Translation Adjustments [Member]
BALANCE				(560)	(183)
Other comprehensive (loss) income before reclassifications				(90)	(215)
Total other comprehensive income (loss) net of tax				(90)	(215)
BALANCE		(650)	(398)	(650)	(398)
Changes Related to Cash Flow Derivative Hedge [Member]
BALANCE	[1]			(4,915)	902
Other comprehensive (loss) income before reclassifications	[1]			629	(7,179)
Amounts reclassified from accumulated other comprehensive loss	[1]			1,456	888
Total other comprehensive income (loss) net of tax	[1]			2,085	(6,291)
BALANCE	[1]	(2,830)	(5,389)	(2,830)	(5,389)
Accumulated Other Comprehensive Loss [Member]
BALANCE		(3,676)	(6,269)	(5,475)	719
Other comprehensive (loss) income before reclassifications				539	(7,394)
Amounts reclassified from accumulated other comprehensive loss				1,456	888
Total other comprehensive income (loss) net of tax				1,995	(6,506)
BALANCE		$ (3,480)	$ (5,787)	$ (3,480)	$ (5,787)
[1]	See Note 10.

FAIR VALUE MEASUREMENTS AND D_3

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Carrying Amounts and Estimated Fair Values of the Company's Long-term Debt (Details) - USD ($) $ in Thousands		Sep. 30, 2021	Dec. 31, 2020
Carrying Value [Member]
Debt Instrument [Line Items]
Total debt	[1]	$ 234,457	$ 234,457
Carrying Value [Member] | First Lien Revolving Facility [Member]
Debt Instrument [Line Items]
Total debt		7,000	7,000
Estimated Fair Value [Member]
Debt Instrument [Line Items]
Total debt	[1]	232,350	216,190
Estimated Fair Value [Member] | First Lien Revolving Facility [Member]
Debt Instrument [Line Items]
Total debt		6,930	6,680
First Lien Term Loan Facility [Member] | Carrying Value [Member]
Debt Instrument [Line Items]
Total debt		202,457	202,457
First Lien Term Loan Facility [Member] | Estimated Fair Value [Member]
Debt Instrument [Line Items]
Total debt		200,930	188,560
Second Lien Term Loan Facility [Member] | Carrying Value [Member]
Debt Instrument [Line Items]
Total debt		25,000	25,000
Second Lien Term Loan Facility [Member] | Estimated Fair Value [Member]
Debt Instrument [Line Items]
Total debt		$ 24,490	$ 20,950
[1]	The debt amounts above do not include the impact of the interest rate swap or debt issuance costs.

FAIR VALUE MEASUREMENTS AND D_4

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Liabilities:
Fair value of liabilities	$ 107,030	$ 109,615
Derivative Financial Instruments [Member] | Other Current Liabilities [Member]
Liabilities:
Fair value of liabilities	1,562	1,796
Derivative Financial Instruments [Member] | Warrants Liability [Member]
Liabilities:
Fair value of liabilities	104,200	104,700
Derivative Financial Instruments [Member] | Other Long Term Liabilities [Member]
Liabilities:
Fair value of liabilities	1,268	3,119
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Fair value of liabilities	107,030	109,615
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Other Current Liabilities [Member]
Liabilities:
Fair value of liabilities	1,562	1,796
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Warrants Liability [Member]
Liabilities:
Fair value of liabilities	104,200	104,700
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments [Member] | Other Long Term Liabilities [Member]
Liabilities:
Fair value of liabilities	$ 1,268	$ 3,119

FAIR VALUE MEASUREMENTS AND D_5

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Significant Assumptions used to Determine Fair Value of Public and 2020 PIPE Warrants (Details) - Fair Value, Inputs, Level 2 [Member] - Monte Carlo Model [Member]	Sep. 30, 2021	Dec. 31, 2020
Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	2 years 5 months 19 days	3 years 2 months 19 days
2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	3 years 8 months 12 days	4 years 5 months 12 days
Stock Price [Member] | Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	9.97	10.14
Stock Price [Member] | 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	9.97	10.14
Strike Price [Member] | Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	11.50	11.50
Strike Price [Member] | 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	5.75	5.75
Volatility [Member] | Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	63	54
Volatility [Member] | 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	63	54
Interest Rate [Member] | Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.4	0.2
Interest Rate [Member] | 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.7	0.3
Redemption Price [Member] | Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	18	18
Redemption Price [Member] | 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	14.50	14.50

FAIR VALUE MEASUREMENTS AND D_6

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Significant Assumptions used to Determine Fair Value of Sponsor Warrants (Details) - Fair Value, Inputs, Level 2 [Member] - Black-Sholes Model [Member] - Sponsor Warrants [Member]	Sep. 30, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	2 years 5 months 19 days	3 years 2 months 19 days
Stock Price [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	9.97	10.14
Strike Price [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	11.50	11.50
Volatility [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	63	54
Interest Rate [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.4	0.2
Dividend Yield [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0	0

FAIR VALUE MEASUREMENTS AND D_7

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Additional Information (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)Unit	Dec. 31, 2020USD ($)	Sep. 30, 2019USD ($)
Goodwill impairment charges	$ 0	$ 0	$ 0	$ 190,000,000
Number of segment reporting units | Unit				2
Intangible assets, Impairment charge	0	$ 0	0
Maritime [Member]
Discount rates utilized				14.00%
Destination Resorts [Member]
Discount rates utilized				12.50%
Trade Name [Member]
Intangible assets, Impairment charge				$ 700,000
Interest Rate Swap [Member] | Cash Flow Hedging [Member]
Fixed interest rate payments						1.457%
Notional derivative amount at the contract inception,liability	134,700,000		$ 134,700,000		$ 151,400,000	$ 174,700,000
Interest rate swap maturity date			Sep. 19, 2024
Interest rate swap fair value,asset	1,600,000		$ 1,600,000
Interest rate swap fair value,liability	1,600,000		1,600,000
Interest rate cash flow hedge gain or loss to be reclassified within the next twelve months	$ 1,600,000		$ 1,600,000

FAIR VALUE MEASUREMENTS AND D_8

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Interest Rate Swap Contract (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Gains reclassified from accumulated other comprehensive income (loss) to interest expense	$ 475	$ 519	$ 1,456	$ 888
Interest Rate Swap [Member] | Cash Flow Hedging [Member]
(Losses) gain recognized in accumulated other comprehensive income (loss)	(75)	(126)	629	(7,179)
Gains reclassified from accumulated other comprehensive income (loss) to interest expense	$ 475	$ 519	$ 1,456	$ 888

INCOME TAXES - Additional Infor

INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 129	$ (388)	$ (400)	$ 172	$ 1,370
U.S. federal income tax rate				21.00%

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) $ in Millions	1 Months Ended
	Feb. 29, 2020USD ($)BeneficialOwnershipSubsidiary	Sep. 30, 2021USD ($)	Dec. 31, 2020USD ($)
Commitment And Contingencies [Line Items]
Formal assessment from foreign tax authority	$ 1.9
Number of beneficial ownership subsidiaries from business acquisition | BeneficialOwnershipSubsidiary	1
Accrued Expenses [Member]
Commitment And Contingencies [Line Items]
Accrual for disputing assessment		$ 1.2	$ 1.2

SUBSEQUENT EVENTS - Additional

SUBSEQUENT EVENTS - Additional Information (Details) - At-the- Market Equity Offering [Member] - Common Stock [Member] - USD ($) $ in Millions	Oct. 01, 2021	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Nov. 05, 2021
Subsequent Event [Line Items]
Common stock, shares sold		1,711,003	551,690	551,690	1,711,003	1,259,195
Proceeds from the issuance of common shares		$ 18.5	$ 5.5				$ 35.1
Remaining available under sales agreement			$ 14
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock, shares sold	350,000
Proceeds from the issuance of common shares	$ 3.5
Remaining available under sales agreement								$ 10