Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-34785 | |
Entity Registrant Name | XWELL, Inc. | |
Entity Central Index Key | 0001410428 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-4988129 | |
Entity Address, Address Line One | 254 West 31st Street | |
Entity Address, Address Line Two | 11th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 212 | |
Local Phone Number | 750-9595 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | XWEL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 83,418,535 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 9,869 | $ 19,038 |
Marketable Securities | 25,241 | 23,153 |
Accounts receivable | 2,015 | 2,858 |
Inventory | 995 | 1,161 |
Other current assets | 1,773 | 1,122 |
Total current assets | 39,893 | 47,332 |
Restricted cash | 751 | 751 |
Property and equipment, net | 4,326 | 3,666 |
Intangible assets, net | 3,629 | 4,008 |
Operating lease right of use assets, net | 7,759 | 8,276 |
Goodwill | 4,024 | 4,024 |
Other assets | 2,213 | 2,369 |
Total assets | 62,595 | 70,426 |
Current liabilities | ||
Accounts payable | 2,318 | 2,312 |
Accrued expenses and other current liabilities | 4,014 | 5,719 |
Current portion of operating lease liabilities | 2,376 | 2,586 |
Deferred revenue | 345 | 339 |
Total current liabilities | 9,053 | 10,956 |
Long-term liabilities | ||
Operating lease liabilities | 10,951 | 11,521 |
Total liabilities | 20,004 | 22,477 |
Commitments and contingencies (see Note 11) | ||
Equity | ||
Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 83,352,580 and 83,232,262 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 833 | 832 |
Additional paid-in capital | 468,306 | 467,740 |
Accumulated deficit | (433,621) | (428,112) |
Accumulated other comprehensive loss | (664) | (534) |
Total equity attributable to XWELL, Inc. | 34,854 | 39,926 |
Noncontrolling interests | 7,737 | 8,023 |
Total equity | 42,591 | 47,949 |
Total liabilities and equity | $ 62,595 | $ 70,426 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 83,352,580 | 83,232,262 |
Common stock, outstanding | 83,352,580 | 83,232,262 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue, net | ||
Total revenue, net | $ 7,063 | $ 24,048 |
Cost of sales | ||
Labor | 4,378 | 5,462 |
Occupancy | 1,213 | 1,068 |
Products and other operating costs | 950 | 8,517 |
Total cost of sales | 6,541 | 15,047 |
Gross Profit | 522 | 9,001 |
Depreciation and amortization | 587 | 1,264 |
Loss on disposal of assets | 132 | |
General and administrative | 6,091 | 10,188 |
Total operating expenses | 6,810 | 11,452 |
Operating loss | (6,288) | (2,451) |
Interest income, net | 393 | 7 |
Foreign exchange gain (loss) | 85 | (2) |
Other non-operating expense, net | (19) | (316) |
Loss before income taxes | (5,829) | (2,762) |
Net loss | (5,829) | (2,762) |
Net loss (income) attributable to noncontrolling interests | 320 | (1,521) |
Net loss attributable to XWELL, Inc. | (5,509) | (4,283) |
Net loss | (5,829) | (2,762) |
Other comprehensive loss from operations | (130) | (41) |
Comprehensive loss income | $ (5,959) | $ (2,803) |
Loss per share | ||
Basic loss per share (in dollars per share) | $ (0.07) | $ (0.04) |
Diluted loss per share (in dollars per share) | $ (0.07) | $ (0.04) |
Weighted-average number of shares outstanding during the period | ||
Basic (in shares) | 83,345,896 | 101,601,913 |
Diluted (in shares) | 83,345,896 | 101,601,913 |
Patient services revenue | ||
Revenue, net | ||
Total revenue, net | $ 131 | $ 19,389 |
Services | ||
Revenue, net | ||
Total revenue, net | 5,772 | 3,777 |
Products | ||
Revenue, net | ||
Total revenue, net | 596 | 345 |
HyperPointe Services | ||
Revenue, net | ||
Total revenue, net | 561 | 523 |
Other | ||
Revenue, net | ||
Total revenue, net | $ 3 | $ 14 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total Company equity | Non-controlling interests | Total |
Balance Beginning at Dec. 31, 2021 | $ 1,013 | $ 487,306 | $ (395,275) | $ (312) | $ 92,732 | $ 7,203 | $ 99,935 |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 101,269,349 | ||||||
Issuance of Common Stock for acquisition | $ 5 | 901 | 906 | 906 | |||
Issuance of Common Stock for acquisition (in shares) | 552,487 | ||||||
Vesting of restricted stock units (shares) | 391,820 | ||||||
Vesting of restricted stock units | $ 4 | (4) | |||||
Value of Shares Withheld to fund payroll taxes | (73) | (73) | (73) | ||||
Stock-based compensation | 1,543 | 1,543 | 1,543 | ||||
Net loss | (4,283) | (4,283) | 1,521 | (2,762) | |||
Repurchase and retirement of common stock | $ (71) | (11,024) | (11,095) | (11,095) | |||
Repurchase and retirement of common stock (in shares) | (7,142,446) | ||||||
Foreign currency translation | (41) | (41) | (41) | ||||
Distributions to noncontrolling interests | (824) | (824) | |||||
Contributions from noncontrolling interests | 200 | 200 | |||||
Balance Ending at Mar. 31, 2022 | $ 951 | 478,649 | (399,558) | (353) | 79,689 | 8,100 | 87,789 |
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 95,071,210 | ||||||
Balance Beginning at Dec. 31, 2022 | $ 832 | 467,740 | (428,112) | (534) | 39,926 | 8,023 | $ 47,949 |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 83,232,262 | 83,232,262 | |||||
Value of Shares Withheld to fund payroll taxes | (22) | (22) | $ (22) | ||||
Issuance of restricted stock units | $ 1 | (1) | |||||
Issuance of restricted stock units (in shares) | 120,318 | ||||||
Stock-based compensation | 589 | 589 | 23 | 612 | |||
Net loss | (5,509) | (5,509) | (320) | (5,829) | |||
Foreign currency translation | (130) | (130) | 11 | (119) | |||
Balance Ending at Mar. 31, 2023 | $ 833 | $ 468,306 | $ (433,621) | $ (664) | $ 34,854 | $ 7,737 | $ 42,591 |
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2023 | 83,352,580 | 83,352,580 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (5,829) | $ (2,762) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 587 | 1,264 |
Gain on marketable securities | (206) | |
Amortization of operating lease right of use asset | 416 | 398 |
Stock-based compensation | 612 | 1,543 |
(Gain) loss on equity investment | (25) | 273 |
Changes in assets and liabilities: | ||
Decrease (increase) in inventory | 166 | (759) |
Decrease (increase) in accounts receivable | 843 | (906) |
(Increase) decrease in other assets, current and non-current | (469) | 82 |
Increase in deferred revenue | 6 | 192 |
Decrease in other liabilities, current and non-current | (2,482) | (1,612) |
Increase in accounts payable | 516 | 513 |
Net cash used in operating activities | (5,865) | (1,774) |
Cash flows from investing activities | ||
Acquisition of property and equipment | (1,404) | (1,659) |
Investment in marketable securities | (1,882) | |
Acquisition of HyperPointe net of cash assumed | (4,853) | |
Acquisition of intangibles | (4) | (267) |
Net cash used in investing activities | (3,290) | (6,779) |
Cash flows from financing activities | ||
Repurchase of Common Stock | (11,095) | |
Contributions from noncontrolling interests | 200 | |
Payments for shares withheld on vesting | (22) | (73) |
Repayment of Paycheck Protection Program | (2,151) | |
Distributions to noncontrolling interests | (824) | |
Net cash used in financing activities | (22) | (13,943) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 8 | (20) |
Decrease in cash, cash equivalents and restricted cash | (9,169) | (22,516) |
Cash, cash equivalents, and restricted cash at beginning of the period | 19,789 | 106,257 |
Cash, cash equivalents, and restricted cash at end of the period | 10,620 | 83,741 |
Cash paid for | ||
Interest | 7 | |
Non-cash investing and financing transactions | ||
Capital expenditures included in Accounts payable, accrued expenses and other current liabilities | $ 38 | 765 |
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe | $ 906 |
Business, Basis of Presentation
Business, Basis of Presentation and Liquidity | 3 Months Ended |
Mar. 31, 2023 | |
Business, Basis of Presentation and Liquidity | |
Business, Basis of Presentation and Liquidity | Note 1. Business, Basis of Presentation and Liquidity Overview On October 25, 2022, the Company changed its name to XWELL, Inc. (“XWELL” or the “Company”) from XpresSpa Group, Inc. The Company’s common stock, par value $0.01 per share, which had previously been listed under the trading symbol “XSPA” on the Nasdaq Capital Market, now trades under the trading symbol “XWEL” since the opening of the trading market on October 25, 2022. The Company filed an amended and restated certificate of incorporation with the Delaware Secretary of State on October 24, 2022 (the “Amended and Restated Certificate”) reflecting the name change. XWELL is a global travel health and wellness services holding company. XWELL currently has four reportable operating segments: XpresSpa ® , Xpres Test ® , Treat ™ , and HyperPointe which was acquired in January 2022. XpresSpa XWELL’s subsidiary, XpresSpa Holdings, LLC (“XpresSpa”) has been a global airport retailer of spa services through its XpresSpa spa locations, offering travelers premium spa services, including massage, nail and skin care, as well as spa and travel products. As of March 31, 2023, there were 25 location in Austin-Bergstrom International Airport to its franchisee which now operates both locations at this airport. The Company also had 10 international locations operating as of March 31, 2023, including two XpresSpa locations in Dubai International Airport in the United Arab Emirates, three XpresSpa locations in Schiphol Amsterdam Airport in the Netherlands and five XpresSpa locations in Istanbul Airport in Turkey. XpresTest The Company in partnership with certain COVID-19 testing partners, successfully launched its XpresCheck Wellness Centers through its XpresTest, Inc. subsidiary (“XpresTest”), offering testing services, also in airports. During 2022, as countries continued to relax their testing requirements resulting in rapid decline of testing volumes at Company’s XpresCheck locations, the Company closed all but one XpresCheck Wellness Center. Therefore, as of March 31, 2023, there was only one operating XpresCheck location operating in one airport. XpresTest began conducting biosurveillance monitoring with the Centers for Disease Control and Prevention (CDC) in collaboration with Concentric by Ginkgo in 2021 and on January 31, 2022, the Company announced the extension of the initial program, bringing the total contract to $5,534. As of August 2022, the program was renewed in partnership with Ginkgo BioWorks for a new two-year contract term which represents approximately $7,331 in revenue (for the first year) for the XpresTest segment. Funding for the second year is anticipated but has not been confirmed at this time. Treat The Treat segment, which is operating through XWELL’s subsidiary Treat, Inc. (“Treat”) is a travel health and wellness brand that provides access to health and wellness services for travelers at on-site centers (currently located in JFK International Airport and in Salt Lake City International Airport). In 2022, the Company’s Treat brand opened new locations in Phoenix Sky Harbor International Airport (pre-security) and Salt Lake City International Airport. With respect to these locations in Phoenix and Salt Lake City, agreements had already been executed with the aiports and the decision was made to convert these locations to Treat. By the third quarter of 2022, it became clear that the Treat business was underperforming and as a result, the Company began to retool the offerings within the Treat locations by providing additional retail as part of our retail strategy expansion as well as lay the foundation to bring more spa-like services into the Treat location in an attempt to unify our core offering. By the fourth quarter of 2022, the decision was made to close the pre-security Treat location at Phoenix Sky Harbor Airport. As of March 31, 2023, the Treat brand operates two locations (JFK International Airport and Salt Lake City International Airport). These remaining Treat locations offer a full retail product offering and a suite of wellness and spa services. HyperPointe The Company’s HyperPointe segment, which the Company acquired in January 2022, provides a broad range of service and support options for our customers, including technical support services and advanced services. Basis of Presentation and Principles of Consolidation The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8-03 of Regulation S-X, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended. The condensed consolidated balance sheet as of December 31, 2022 was derived from the audited annual financial statements but does not include all information required by GAAP for annual financial statements. The financial statements include the accounts of the Company, all entities that are wholly owned by the Company, and all entities in which the Company has a controlling financial interest as well as variable interest entities in which we are the primary beneficiaries. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company. Such adjustments are of a normal, recurring nature. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation. Liquidity and Financial Condition As of March 31, 2023, the Company had cash and cash equivalents, excluding restricted cash, of $9,869, $25,241 in marketable securities, and total current assets of $39,893. Our total current liabilities balance, which includes accounts payable, deferred revenue, accrued expenses, and operating lease liabilities was approximately $9,053 as of March 31, 2023 and $10,956 as of December 31, 2022. The working capital surplus was $30,840 as of March 31, 2023, compared to a working capital surplus of $36,376 as of December 31, 2022. The Company has significantly reduced operating and overhead expenses since the second half of 2022, while it continues to focus on returning to overall profitability. The Company has taken actions to improve its overall cash position and access to liquidity through equity offerings and debt retirements, by exploring valuable strategic partnerships, right sizing its corporate structure and streamlining its operations. |
Significant Accounting and Repo
Significant Accounting and Reporting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Significant Accounting and Reporting Policies | |
Significant Accounting and Reporting Policies | Note 2. Significant Accounting and Reporting Policies (a) Revenue Recognition Policy XpresSpa The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at the Company’s stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped. The Company has also entered into collaborative agreements with marketing partners whereby it sells certain of its partners’ products in its XpresSpa spas. The Company acts as an agent for revenue recognition purposes and therefore records revenue net of the revenue share payable to the partners. Upon receipt of the non-recurring, non-refundable initial collaboration fee, management records a deferred revenue liability and recognizes revenue on a straight-line basis over the life of the collaboration agreement. XpresTest During the third quarter of 2022, XpresTest, in partnership with Ginkgo Bioworks in continuation of their support to the CDC’s traveler-based SARS-CoV-2 genomic surveillance program were awarded a new contract. The partnership is expected to support public health and biosecurity services totaling approximately $16,000, with an overall potential to exceed $61,000 based on CDC program options and public health priorities. As COVID-19 sub-variants and other biological threats continue to emerge, the partners plan to expand the program footprint and incorporate innovative modalities and offerings, such as monitoring of wastewater from aircraft lavatories. The current contract with Ginkgo Bioworks related to the above partnership contains fixed pricing for which we are entitled to $6,761 for the sample collection (passenger and aircraft wastewater) and $570 for the traveler enrollment initiatives, which represents the amount of consideration that we are entitled. The Company recognizes revenue over time for both sample collection performance obligations, using the input method based on time elapsed to measure progress towards satisfying each of the performance obligations. The Company recognizes revenue ratably (straight line basis) over the term of the contract (one year). We will recognize revenue over time for the traveler enrollment initiative performance obligation based on the amount for which we have the right to invoice. The Company recorded $1,670 in revenue during the first quarter ended March 31, 2023 related to sample collection performance obligations because the Company’s efforts towards satisfying each of the performance obligations are expended evenly throughout the period of performance. Treat The Company recognizes revenue from the sale of Treat products and services when the services are rendered at Treat Centers and from the sale of products at the time products are purchased at the Treat Centers or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-centers and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the Treat retail and e-commerce businesses are recorded at the time goods are shipped. Also, under the terms of Treat’s contracts professional limited liability companies (PLLCs), whereby the PLLCs as their performance obligations provide travel-related diagnostic testing for virus, cold, flu and other illnesses as well as hydration therapy, IV drips, and vitamin injections. The Company determined that these PLLCs are variable interest entities due to its equity holder having insufficient capital at risk, and the Company having a variable interest in the PLLCs. As a result of this determination, the total revenue of the PLLCs is designated as revenue for the Company. This revenue is recognized at the point in time at which the service is performed by the PLLCs. HyperPointe Our HyperPointe segment which we acquired in January 2022, provides broad range of service and support options for our customers, including technical support services and advanced services. Technical support services represent the majority of these offerings which are distinct performance obligations that are satisfied over time with revenue recognized ratably over the contract term. Advanced services are distinct performance obligations that are satisfied over time with revenue recognized as services are delivered. Revenue billed in advance are treated as deferred revenue which was $310 and $322 as of March 31, 2023 and December 31, 2022, respectively. HyperPointe had unbilled receivables of $295 and $0 as of March 31, 2023 and December 31, 2022, respectively, included in other current assets. The Company excludes all sales taxes assessed to our customers from revenue. Sales taxes assessed on revenues are included in accrued expenses and other current liabilities (b) Business Combinations The Company applies the provisions of Financial Accounting Standards Board (“FASB”) (“ ASC”) Topic 805, Business Combinations (“ASC 805”) in the accounting for acquisitions of businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. While the company uses its best estimates and assumptions to accurately apply preliminary values to assets acquired and liabilities assumed at the acquisition date, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets. Although the Company believes the assumptions and estimates that have been made are reasonable and appropriate, they are based in part on historical experience and information obtained from the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets the Company has acquired include future expected cash flows, and discount rates. (c) Goodwill The Company accounts for goodwill under FASB ASC 350-30, Intangibles-Goodwill and Other. Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company performs a quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, goodwill of the reporting unit is considered impaired, and that excess is recognized as a goodwill impairment loss. (d) Reclassification Certain balances in the condensed consolidated financial statements for the quarter ended March 31, 2022 have been reclassified to conform to the presentation in the condensed consolidated financial statements for the quarter ended March 31, 2023, primarily the separate classification and presentation of accounts payable, gross profits, and foreign exchange gain (loss). Such reclassifications did not have a material impact on the unaudited condensed consolidated financial statements. Recently adopted accounting pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13's main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. On implementation in 2023, the ASU did not have material impact on the Company’s financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires contract assets and contract liabilities acquired in a business acquisition to be recognized and measured in accordance with ASC Topic 606, Revenues from Contracts with Customers, which the Company generally expects will result in the recognition and measurement of contract assets and contract liabilities in a manner that is consistent with the acquiree. For the Company, the amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company implemented the ASU 2021-08 in 2023. Although, the materiality of the application of ASU 2021-08 depends on the recognition and measurement of acquired assets and liabilities associated with future acquisitions, as the Company did not have any acquisition during the first quarter of 2023, the adoption of ASU 2021-08 did not have material impact on the Company’s financial statements. |
Potentially Dilutive Securities
Potentially Dilutive Securities | 3 Months Ended |
Mar. 31, 2023 | |
Potentially Dilutive Securities | |
Potentially Dilutive Securities | Note 3. Potentially Dilutive Securities The table below presents the computation of basic and diluted net loss per share of Common Stock: Three months ended March 31, 2023 2022 Basic numerator: Net loss attributable to XWELL, Inc. $ (5,509) $ (4,283) Net loss attributable to common shareholders $ (5,509) $ (4,283) Basic and diluted denominator: Basic and diluted weighted average shares outstanding 83,345,896 101,601,913 Basic and diluted loss per share $ (0.07) $ (0.04) Net loss per share data presented above excludes from the calculation of diluted net (loss) income, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss Both vested and unvested options to purchase an equal number of shares of Common Stock 7,694,370 4,062,699 Unvested RSUs to issue an equal number of shares of Common Stock 326,388 367,189 Warrants to purchase an equal number of shares of Common Stock 4,000 29,460,560 Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders 8,024,758 33,890,448 |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 3 Months Ended |
Mar. 31, 2023 | |
Cash, Cash Equivalents, and Restricted Cash | |
Cash, Cash Equivalents, and Restricted Cash | Note 4. Cash, Cash Equivalents, and Restricted Cash March 31, 2023 December 31, 2022 Cash denominated in United States dollars $ 7,405 $ 16,344 Cash denominated in currency other than United States dollars 2,335 2,562 Restricted cash 751 751 Credit and debit card receivables 129 132 Total cash, cash equivalents and restricted cash $ 10,620 $ 19,789 The Company places its cash and temporary cash investments with credit quality institutions. At times, such cash denominated in United States dollars may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. At March 31, 2023 and December 31, 2022, deposits in excess of FDIC limits were $7,286 and $16,069, respectively. As of March 31, 2023 and December 31, 2022, the Company held cash balances in overseas accounts, totaling $2,335 and $2,562 respectively, which are not insured by the FDIC. If the Company were to distribute the amounts held overseas, the Company would need to follow an approval and distribution process as defined in its operating and partnership agreements, which may delay and/or reduce the availability of that cash to the Company. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets | |
Intangible Assets | Note 5. Intangible Assets The following table provides information regarding the Company’s intangible assets subject to amortization, which consist of the following: March 31, 2023 December 31, 2022 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Trade names $ 302 $ (30) $ 272 $ 302 $ (24) $ 278 Customer relationships 1,510 (602) 908 1,510 (542) 968 Software 4,199 (1,785) 2,414 4,485 (1,761) 2,724 Licenses 54 (19) 35 55 (17) 38 Total intangible assets $ 6,065 $ (2,436) $ 3,629 $ 6,352 $ (2,344) $ 4,008 The Company’s trade name relates to the value of the HyperPointe trade name, software relates to certain capitalized third-party costs related to a new website and a point-of-sale system; and licenses relates to certain capitalized costs of foreign acquisition. The Company’s intangible assets are amortized over their expected useful lives, which is six years for trade names and five Estimated amortization expense for the Company’s intangible assets at March 31, 2023 is as follows: Calendar Years ending December 31, Amount Remaining 2023 $ 1,124 2024 1,462 2025 411 2026 317 2027 77 Thereafter 238 Total $ 3,629 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Leases | Note 6. Leases The Company leases spa and clinic locations at various domestic and international airports. Additionally, the Company leases its corporate office in New York City. Certain leases entered into by the Company are accounted for in accordance with ASC 842- Leases All qualifying leases held by the Company are classified as operating leases. Operating lease right of use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company records its operating lease right of use assets and operating lease liabilities based on required guaranteed payments under each lease agreement. The Company uses its incremental borrowing rate, which approximates the rate at which the Company can borrow funds on a secured basis, using the information available at commencement date of the lease in determining the present value of the guaranteed lease payments. The interest rate implicit in the lease is generally not determinable in transactions where a company is the lessee. The Company reviews all of its existing lease agreements on a quarterly basis to determine whether there were any modifications to existing lease agreements and to assess if any leases should be accounted for pursuant to the guidance in ASC 842. The Company recalculates the right of use asset and lease liability based on the modified lease terms and adjusts both balances accordingly. Supplemental cash flow information related to leases for the three months ended March 31, 2023 and 2022 were as follows: Three months ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (973) $ (1,010) Leased assets obtained in exchange for new and modified operating lease liabilities $ — $ 305 As of March 31, 2023, operating leases contain the following future minimum commitments: Calendar Years ending December 31, Amount Remaining 2023 $ 2,533 2024 3,092 2025 2,690 2026 1,631 2027 1,508 2028 1,129 Thereafter 3,328 Total future lease payments 15,911 Less: interest expense at incremental borrowing rate (2,584) Net present value of lease liabilities $ 13,327 Other assumptions and pertinent information related to the Company’s accounting for operating leases are: Weighted average remaining lease term: 5.99 years Weighted average discount rate used to determine present value of operating lease liability: 7.56 % Cash paid for minimum annual rental obligations was $662 and $271 for the three months ended March 31, 2023 and 2022, respectively. Variable lease payments calculated monthly as a percentage of product and services revenue were $345 and $364 for the three months ended March 31, 2023 and 2022, respectively. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2023 | |
Variable Interest Entities | |
Variable Interest Entities | Note 7. Variable Interest Entities Through its XpresCheck Wellness and Treat Centers the Company provides services pursuant to contracts with PLLCs which, in turn contracts with physicians and other medical professional providers to render COVID-19 and other medical diagnostic testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, and the traveling public. The PLLCs collectively represent the Company’s affiliated medical group. The PLLCs were designed and structured to comply with the relevant laws and regulations governing professional medical practice, which generally prohibits the practice of medicine by lay persons or entities. All of the issued and outstanding equity interests of the PLLCs are owned by a licensed medical professional nominated by the Company (the “Nominee Shareholder”). Upon formation of the PLLCs, and initial issuance of equity interests, the Nominee Shareholder contributes a nominal amount of capital in exchange for their interest in the PLLC. The Company then executes with each PLLC a MSA, which provide for various administrative services, management services and day-to-day activities of the practice to be rendered by the Company through its XpresCheck Wellness Centers. The Company also has exclusive responsibility for the provision of all non-medical services including contracting with customers who access the PLLCs for a medical visit, handling all financial transactions and day-to-day operations of each PLLC, overseeing the establishment of COVID-19 and other medical diagnostic testing services policies, and making recommendations to the PLLC in establishing the guidelines for the employment and compensation of the physicians and other employees of the PLLCs. Until June 30, 2021, MSA Fees were commensurate with the expected level of activity required to be billed by XpresCheck Wellness Centers. Therefore, these PLLCs were assessed not to be variable interest entities prior to July 1, 2021. Effective, July 1, 2021, contractual arrangements between the Company, the Company’s affiliated medical group and nominated shareholder were modified in a manner that changes the characteristics or adequacy of the nominee shareholder’s equity investment at risk and residual returns. Therefore, due to reassessment triggered by the development on July 1, 2021, the Company determined that the PLLCs are now variable interest entities. Notwithstanding their legal form of ownership of equity interests in the PLLC, the primary beneficiary of the affiliated medical group is the Company as it meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the affiliated medical group; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the affiliated medical group. The Company consolidated the PLLCs under the VIE model since the Company has the power to direct activities that most significantly impact the PLLCs’ economic performance and the right to receive benefits or the obligation to absorb losses that could potentially be significant to the PLLCs. The aggregate carrying value of total assets included on the condensed consolidated balance sheets for the PLLCs after elimination of intercompany transactions was $147, included in cash and cash equivalents cash and cash equivalents, accrued expenses and other current liabilities |
Stockholders' Equity and Warran
Stockholders' Equity and Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity and Warrants | |
Stockholders' Equity and Warrants | Note 8. Stockholders’ Equity and Warrants During the three months ended March 31, 2022, the Company continued to execute on its share repurchase program, repurchasing 7,142,446 shares at an average cost of $1.55 per share, for a total of $11,095. The Company did not repurchase any shares during the three months ended March 31, 2023. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% Warrants The following table represents the activity related to the Company’s warrants during the three months ended March 31, 2023: Weighted average Exercise No. of Warrants exercise price price range December 31, 2022 1,172,088 $ 2.00 $ 1.7 - 2.125 Granted — — Exercised — — Expired (1,168,088) 2.01 $ 1.7 - 2.125 March 31, 2023 4,000 $ 2.125 $ 2.125 Stock-based Compensation The Company has a stock-based compensation plan available to grant stock options and RSUs to the Company’s directors, employees and consultants. In September 2020, the Board of Directors approved the 2020 Equity Incentive Plan (the “2020 Plan”), a new stock-based compensation plan available to grant stock options, restricted stock and Restricted Stock Units (“RSU’s”) aggregating to 5,000,000 shares of Common Stock, to the Company’s directors, employees and consultants. Shareholder approval of the 2020 Plan was subsequently obtained on October 28, 2020. On October 4, 2022, shareholders approved the amendment to the 2020 Plan to increase the number of shares authorized for issuance under the 2020 Plan by 7,500,000 shares of Common Stock to an aggregate of 12,500,000 shares. In September 2020, XpresTest created a stock-based compensation plan available to grant stock options, restricted stock and RSU’s to the XpresTest’s directors, employees and consultants. Under the XpresTest 2020 Equity Incentive Plan (the “XpresTest Plan”), a maximum of 200 shares of XpresTest common stock may be awarded, which would represent 20% of the total number of shares of common stock of XpresTest as of March 31, 2023. Certain named executive officers, consultants, and directors of the Company are eligible to participate in the XpresTest Plan. The XpresTest Plan RSAs vest upon satisfaction of certain service and performance-based conditions. The fair value of the XpresTest Plan RSAs is determined based on the weighted average of (i) Fair Value of XpresTest under the Indirect Valuation Method developing assumptions for XWELL’s XWELL’s The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past. The following variables were used as inputs in the model: Share price of the Company’s Common Stock on the grant date: $ 0.36 - 0.41 Exercise price: $ 0.36 - 0.41 Expected volatility: 119.41-121.04 % Expected dividend yield: 0 % Annual average risk-free rate: 3.65 - 3.96 % Expected term: 6.32 - 6.41 years The following tables summarize information about stock options and RSU activity during the three months ended March 31, 2023: RSUs XpresTest RSAs Stock options Weighted Weighted Weighted average average average Exercise No. of grant date No. of grant date No. of exercise price RSUs fair value RSAs fair value options price range Outstanding as of December 31, 2022 281,250 $ 0.65 5.00 $ 47,570 4,830,029 $ 2.00 $ 0.65 - 2,460 Granted 138,888 0.36 — — 2,886,388 $ 0.40 0.36 - 0.41 Exercised/Vested (93,750) 0.65 — — — — Forfeited — — — — (16,914) $ 1.43 $ 1.43 Expired — — — — (5,133) $ 50.93 $ 1.53 - 1,908 Outstanding as of March 31, 2023 326,388 $ 0.53 5.00 $ 47,570 7,694,370 $ 1.37 $ 0.36 - 2,460 Exercisable as of March 31, 2023 3,285,125 $ 1.93 $ 0.40- 2,460 Total stock-based compensation for the three-month periods ended March 31, 2023 and 2022 is $612 and $1,543, respectively. The Company had $2,992 and $2,506 of unrecognized stock-based compensation related to the XWELL Stock Options, as of March 31, 2023 and December 31, 2022, respectively. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | Note 9. Accrued expenses and other current liabilities As of March 31, 2023 and December 31, 2022, the Company’s accrued expenses and other current liabilities were comprised of the following: March 31, 2023 December 31, 2022 Litigation accrual $ 449 $ 963 Accrued compensation 990 2,008 Tax-related liabilities 547 573 Common area maintenance accruals 217 160 Accounts payable accruals 662 754 Gift certificates 496 496 Credit card processing fees 34 33 Other miscellaneous accruals 619 732 Total accrued expenses and other current liabilities $ 4,014 $ 5,719 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes. | |
Income Taxes | Note 10. Income Taxes The Company’s provision for income taxes consists of federal, state, local, and foreign taxes in amounts necessary to align the Company’s year-to-date provision for income taxes with the effective tax rate that the Company expects to achieve for the full year. The income tax provision for the three-month period ended March 31, 2023 reflects a de minimis estimated global annual effective tax rate. As of March 31, 2023, deferred tax assets generated from the Company’s activities in the United States were offset by a valuation allowance because realization depends on generating future taxable income, which, in the Company’s estimation, is not more likely than not to be generated before such net operating loss carryforwards expire. Net operating losses generated for tax years beginning after December 31, 2017 do not expire. The Company expects its effective tax rate for its current fiscal year to be significantly lower than the statutory rate as a result of a full valuation allowance; therefore, any loss before income taxes does not generate a corresponding income tax benefit. The Company had de minimis income tax expense for each of the three-month period ended March 31, 2023 and 2022. This was attributable primarily to operating results in conjunction with a full valuation allowance. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual tax rate could differ from current estimates. The Company does not expect to record any additional material provisions for unrecognized tax benefits in the next year. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Certain of the Company’s outstanding legal matters include speculative claims for substantial or indeterminate amounts of damages. The Company regularly evaluates developments in its legal matters that could affect the amount of any potential liability and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being any potential liability and the estimated amount of a loss related to the Company’s legal matters. With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company’s management believes that the amount or range of a potential loss will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Company evaluated the outstanding legal matters and assessed the probability and likelihood of the occurrence of liability. Based on management’s estimates, the Company has recorded accruals of $449 and $963 as of March 31, 2023 and December 31, 2022, respectively, which is included in Accounts payable, accrued expenses and other current liabilities The Company expenses legal fees in the period in which they are incurred. Kyle Collins v. Spa Products Import & Distribution Co., LLC et al This is a combined class action and California Private Attorney’s General Act (“PAGA”) action. Plaintiff seeks to recover wages, penalties and PAGA penalties for claims for (1) failure to provide meal periods, (2) failure to provide rest breaks, (3) failure to pay overtime, (4) inaccurate wage statements, (5) waiting time penalties, and (6) PAGA penalties of $0.1 per employee per pay period per violation. There are approximately 240 current and former employees in the litigation class. The parties agreed to mediation on May 26, 2020, however, due to COVID-19, the parties subsequently stayed all proceedings. The mediation session occurred on March 18, 2021, and the parties reached a settlement which was approved on September 20, 2022 for the amount of $517 and additional payroll taxes of $4 . Funding of the settlement amount occurred on January 26, 2023. OTG Management PHL B v. XpresSpa Philadelphia Terminal B et al. On May 9, 2022, a lawsuit was filed in the Philadelphia Court of Common Pleas by OTG Management at Philadelphia International Airport, claiming that XWELL improperly backed out of its sublease for space at Terminal B and now owes between $864 and $2,250 in accelerated rent for the 12-year OTG has agreed to extend XWELL’s time to respond to the Complaint to July 4, 2023. In addition to those matters specifically set forth herein, the Company and its subsidiaries are involved in various other claims and legal actions that arise in the ordinary course of business. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s financial position, results of operations, liquidity, or capital resources. However, a significant increase in the number of these claims, or one or more successful claims under which the Company incurs greater liabilities than the Company currently anticipates, could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. In the event that an action is brought against the Company or one of its subsidiaries, the Company will investigate the allegation and vigorously defend itself. Leases XWELL is contingently liable to a surety company under certain general indemnity agreements required by various airports relating to its lease agreements. XWELL agrees to indemnify the surety for any payments made on contracts of suretyship, guaranty, or indemnity. The Company believes that all contingent liabilities will be satisfied by its performance under the specified lease agreements. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Information | |
Segment Information | Note 12. Segment Information The Company analyzes the results of the Company’s business through its four reportable segments: XpresSpa, XpresTest, Treat and HyperPointe. The XpresSpa segment provides travelers premium spa services, including massage, nail and skin care, as well as spa and travel products. The XpresTest segment provides diagnostic COVID-19 tests at XpresCheck™ Wellness Centers in airports, to airport employees and to the traveling public. The Treat segment provides access to integrated care which can seamlessly fit into a post-pandemic world and is designed to deliver on-demand access to integrated healthcare through technology and personalized services, positioned for a traveler to access health care, records and real-time information all in one place, as well as book appointments in the Company’s on-site wellness centers as they reopen . For the three months ended March 31, 2023 2022 Revenue XpresSpa $ 4,499 $ 2,643 XpresTest 1,799 20,596 Treat 204 286 HyperPointe 561 523 Total revenue $ 7,063 $ 24,048 2023 2022 Operating loss XpresSpa $ (3,132) $ (4,455) XpresTest (25) 6,205 Treat (444) (1,296) HyperPointe (256) (277) Corporate and other (2,431) (2,628) Total operating loss $ (6,288) $ (2,451) 2023 2022 Depreciation & amortization XpresSpa $ 423 $ 343 XpresTest — 529 Treat 65 325 HyperPointe 86 62 Corporate and other 13 5 Total depreciation & amortization $ 587 $ 1,264 For the three months ended March 31, 2023 2022 Capital expenditures XpresSpa $ 834 $ 49 XpresTest 17 563 Treat 33 2,032 HyperPointe 11 — Corporate and other 7 21 Total capital expenditures $ 902 $ 2,665 March 31, 2023 December 31, 2022 Long-lived Assets XpresSpa $ 12,082 $ 11,851 XpresTest 124 112 Treat 2,264 2,314 HyperPointe 4,082 4,108 Corporate and other 393 409 Total long-lived Assets $ 18,945 $ 18,794 March 31, 2023 December 31, 2022 Assets XpresSpa $ 21,076 $ 21,135 XpresTest 2,281 4,285 Treat 3,228 3,186 HyperPointe 6,593 6,913 Corporate and other 29,417 34,907 Total assets $ 62,595 $ 70,426 |
Significant Accounting and Re_2
Significant Accounting and Reporting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Significant Accounting and Reporting Policies | |
Revenue Recognition Policy | (a) Revenue Recognition Policy XpresSpa The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at the Company’s stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped. The Company has also entered into collaborative agreements with marketing partners whereby it sells certain of its partners’ products in its XpresSpa spas. The Company acts as an agent for revenue recognition purposes and therefore records revenue net of the revenue share payable to the partners. Upon receipt of the non-recurring, non-refundable initial collaboration fee, management records a deferred revenue liability and recognizes revenue on a straight-line basis over the life of the collaboration agreement. XpresTest During the third quarter of 2022, XpresTest, in partnership with Ginkgo Bioworks in continuation of their support to the CDC’s traveler-based SARS-CoV-2 genomic surveillance program were awarded a new contract. The partnership is expected to support public health and biosecurity services totaling approximately $16,000, with an overall potential to exceed $61,000 based on CDC program options and public health priorities. As COVID-19 sub-variants and other biological threats continue to emerge, the partners plan to expand the program footprint and incorporate innovative modalities and offerings, such as monitoring of wastewater from aircraft lavatories. The current contract with Ginkgo Bioworks related to the above partnership contains fixed pricing for which we are entitled to $6,761 for the sample collection (passenger and aircraft wastewater) and $570 for the traveler enrollment initiatives, which represents the amount of consideration that we are entitled. The Company recognizes revenue over time for both sample collection performance obligations, using the input method based on time elapsed to measure progress towards satisfying each of the performance obligations. The Company recognizes revenue ratably (straight line basis) over the term of the contract (one year). We will recognize revenue over time for the traveler enrollment initiative performance obligation based on the amount for which we have the right to invoice. The Company recorded $1,670 in revenue during the first quarter ended March 31, 2023 related to sample collection performance obligations because the Company’s efforts towards satisfying each of the performance obligations are expended evenly throughout the period of performance. Treat The Company recognizes revenue from the sale of Treat products and services when the services are rendered at Treat Centers and from the sale of products at the time products are purchased at the Treat Centers or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-centers and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the Treat retail and e-commerce businesses are recorded at the time goods are shipped. Also, under the terms of Treat’s contracts professional limited liability companies (PLLCs), whereby the PLLCs as their performance obligations provide travel-related diagnostic testing for virus, cold, flu and other illnesses as well as hydration therapy, IV drips, and vitamin injections. The Company determined that these PLLCs are variable interest entities due to its equity holder having insufficient capital at risk, and the Company having a variable interest in the PLLCs. As a result of this determination, the total revenue of the PLLCs is designated as revenue for the Company. This revenue is recognized at the point in time at which the service is performed by the PLLCs. HyperPointe Our HyperPointe segment which we acquired in January 2022, provides broad range of service and support options for our customers, including technical support services and advanced services. Technical support services represent the majority of these offerings which are distinct performance obligations that are satisfied over time with revenue recognized ratably over the contract term. Advanced services are distinct performance obligations that are satisfied over time with revenue recognized as services are delivered. Revenue billed in advance are treated as deferred revenue which was $310 and $322 as of March 31, 2023 and December 31, 2022, respectively. HyperPointe had unbilled receivables of $295 and $0 as of March 31, 2023 and December 31, 2022, respectively, included in other current assets. The Company excludes all sales taxes assessed to our customers from revenue. Sales taxes assessed on revenues are included in accrued expenses and other current liabilities |
Business Combinations | (b) Business Combinations The Company applies the provisions of Financial Accounting Standards Board (“FASB”) (“ ASC”) Topic 805, Business Combinations (“ASC 805”) in the accounting for acquisitions of businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. While the company uses its best estimates and assumptions to accurately apply preliminary values to assets acquired and liabilities assumed at the acquisition date, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets. Although the Company believes the assumptions and estimates that have been made are reasonable and appropriate, they are based in part on historical experience and information obtained from the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets the Company has acquired include future expected cash flows, and discount rates. |
Goodwill | (c) Goodwill The Company accounts for goodwill under FASB ASC 350-30, Intangibles-Goodwill and Other. Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company performs a quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, goodwill of the reporting unit is considered impaired, and that excess is recognized as a goodwill impairment loss. |
Reclassification | (d) Reclassification Certain balances in the condensed consolidated financial statements for the quarter ended March 31, 2022 have been reclassified to conform to the presentation in the condensed consolidated financial statements for the quarter ended March 31, 2023, primarily the separate classification and presentation of accounts payable, gross profits, and foreign exchange gain (loss). Such reclassifications did not have a material impact on the unaudited condensed consolidated financial statements. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13's main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. On implementation in 2023, the ASU did not have material impact on the Company’s financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires contract assets and contract liabilities acquired in a business acquisition to be recognized and measured in accordance with ASC Topic 606, Revenues from Contracts with Customers, which the Company generally expects will result in the recognition and measurement of contract assets and contract liabilities in a manner that is consistent with the acquiree. For the Company, the amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company implemented the ASU 2021-08 in 2023. Although, the materiality of the application of ASU 2021-08 depends on the recognition and measurement of acquired assets and liabilities associated with future acquisitions, as the Company did not have any acquisition during the first quarter of 2023, the adoption of ASU 2021-08 did not have material impact on the Company’s financial statements. |
Potentially Dilutive Securiti_2
Potentially Dilutive Securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Potentially Dilutive Securities | |
Schedule of computation of basic and diluted net loss per common stock | Three months ended March 31, 2023 2022 Basic numerator: Net loss attributable to XWELL, Inc. $ (5,509) $ (4,283) Net loss attributable to common shareholders $ (5,509) $ (4,283) Basic and diluted denominator: Basic and diluted weighted average shares outstanding 83,345,896 101,601,913 Basic and diluted loss per share $ (0.07) $ (0.04) Net loss per share data presented above excludes from the calculation of diluted net (loss) income, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss Both vested and unvested options to purchase an equal number of shares of Common Stock 7,694,370 4,062,699 Unvested RSUs to issue an equal number of shares of Common Stock 326,388 367,189 Warrants to purchase an equal number of shares of Common Stock 4,000 29,460,560 Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders 8,024,758 33,890,448 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Cash, Cash Equivalents, and Restricted Cash | |
Schedule of cash, cash equivalents, and restricted cash | March 31, 2023 December 31, 2022 Cash denominated in United States dollars $ 7,405 $ 16,344 Cash denominated in currency other than United States dollars 2,335 2,562 Restricted cash 751 751 Credit and debit card receivables 129 132 Total cash, cash equivalents and restricted cash $ 10,620 $ 19,789 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets | |
Schedule of company's intangible assets | March 31, 2023 December 31, 2022 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Trade names $ 302 $ (30) $ 272 $ 302 $ (24) $ 278 Customer relationships 1,510 (602) 908 1,510 (542) 968 Software 4,199 (1,785) 2,414 4,485 (1,761) 2,724 Licenses 54 (19) 35 55 (17) 38 Total intangible assets $ 6,065 $ (2,436) $ 3,629 $ 6,352 $ (2,344) $ 4,008 |
Schedule of estimated amortization expense | Calendar Years ending December 31, Amount Remaining 2023 $ 1,124 2024 1,462 2025 411 2026 317 2027 77 Thereafter 238 Total $ 3,629 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Schedule of supplemental cash flow information related to leases | Three months ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (973) $ (1,010) Leased assets obtained in exchange for new and modified operating lease liabilities $ — $ 305 |
Schedule of future minimum commitments | Calendar Years ending December 31, Amount Remaining 2023 $ 2,533 2024 3,092 2025 2,690 2026 1,631 2027 1,508 2028 1,129 Thereafter 3,328 Total future lease payments 15,911 Less: interest expense at incremental borrowing rate (2,584) Net present value of lease liabilities $ 13,327 |
Schedule of other assumptions and pertinent information | Weighted average remaining lease term: 5.99 years Weighted average discount rate used to determine present value of operating lease liability: 7.56 % |
Stockholders' Equity and Warr_2
Stockholders' Equity and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity and Warrants | |
Schedule of information about all warrant activity | Weighted average Exercise No. of Warrants exercise price price range December 31, 2022 1,172,088 $ 2.00 $ 1.7 - 2.125 Granted — — Exercised — — Expired (1,168,088) 2.01 $ 1.7 - 2.125 March 31, 2023 4,000 $ 2.125 $ 2.125 |
Schedule of fair value of stock options estimated | Share price of the Company’s Common Stock on the grant date: $ 0.36 - 0.41 Exercise price: $ 0.36 - 0.41 Expected volatility: 119.41-121.04 % Expected dividend yield: 0 % Annual average risk-free rate: 3.65 - 3.96 % Expected term: 6.32 - 6.41 years |
Stock options and restricted stock units activity | RSUs XpresTest RSAs Stock options Weighted Weighted Weighted average average average Exercise No. of grant date No. of grant date No. of exercise price RSUs fair value RSAs fair value options price range Outstanding as of December 31, 2022 281,250 $ 0.65 5.00 $ 47,570 4,830,029 $ 2.00 $ 0.65 - 2,460 Granted 138,888 0.36 — — 2,886,388 $ 0.40 0.36 - 0.41 Exercised/Vested (93,750) 0.65 — — — — Forfeited — — — — (16,914) $ 1.43 $ 1.43 Expired — — — — (5,133) $ 50.93 $ 1.53 - 1,908 Outstanding as of March 31, 2023 326,388 $ 0.53 5.00 $ 47,570 7,694,370 $ 1.37 $ 0.36 - 2,460 Exercisable as of March 31, 2023 3,285,125 $ 1.93 $ 0.40- 2,460 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | March 31, 2023 December 31, 2022 Litigation accrual $ 449 $ 963 Accrued compensation 990 2,008 Tax-related liabilities 547 573 Common area maintenance accruals 217 160 Accounts payable accruals 662 754 Gift certificates 496 496 Credit card processing fees 34 33 Other miscellaneous accruals 619 732 Total accrued expenses and other current liabilities $ 4,014 $ 5,719 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Information | |
Schedule of segment reporting information, by segment | For the three months ended March 31, 2023 2022 Revenue XpresSpa $ 4,499 $ 2,643 XpresTest 1,799 20,596 Treat 204 286 HyperPointe 561 523 Total revenue $ 7,063 $ 24,048 2023 2022 Operating loss XpresSpa $ (3,132) $ (4,455) XpresTest (25) 6,205 Treat (444) (1,296) HyperPointe (256) (277) Corporate and other (2,431) (2,628) Total operating loss $ (6,288) $ (2,451) 2023 2022 Depreciation & amortization XpresSpa $ 423 $ 343 XpresTest — 529 Treat 65 325 HyperPointe 86 62 Corporate and other 13 5 Total depreciation & amortization $ 587 $ 1,264 For the three months ended March 31, 2023 2022 Capital expenditures XpresSpa $ 834 $ 49 XpresTest 17 563 Treat 33 2,032 HyperPointe 11 — Corporate and other 7 21 Total capital expenditures $ 902 $ 2,665 March 31, 2023 December 31, 2022 Long-lived Assets XpresSpa $ 12,082 $ 11,851 XpresTest 124 112 Treat 2,264 2,314 HyperPointe 4,082 4,108 Corporate and other 393 409 Total long-lived Assets $ 18,945 $ 18,794 March 31, 2023 December 31, 2022 Assets XpresSpa $ 21,076 $ 21,135 XpresTest 2,281 4,285 Treat 3,228 3,186 HyperPointe 6,593 6,913 Corporate and other 29,417 34,907 Total assets $ 62,595 $ 70,426 |
Business, Basis of Presentati_2
Business, Basis of Presentation and Liquidity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 USD ($) location segment $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) location $ / shares | Oct. 24, 2022 $ / shares | Aug. 31, 2022 USD ($) | Jan. 31, 2022 USD ($) | |
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Number of operating segments | segment | 4 | |||||
Cash and cash equivalents | $ | $ 9,869 | $ 19,038 | ||||
Marketable Securities | $ | 25,241 | 23,153 | ||||
Total current assets | $ | 39,893 | 47,332 | ||||
Total current liabilities | $ | 9,053 | 10,956 | ||||
Working capital | $ | $ 30,840 | $ 36,376 | ||||
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe | $ | $ 906 | |||||
Repurchase and retirement of common stock | $ | $ (11,095) | |||||
XpresSpa | United States | ||||||
Number of operating locations | location | 25 | |||||
XpresSpa | Non-US | ||||||
Number of airport locations | location | 10 | |||||
XpresTest | ||||||
Number of operating locations | location | 1 | |||||
Number of airports | location | 1 | |||||
Contract revenue | $ | $ 7,331 | |||||
Treat | ||||||
Number of operating locations | location | 2 | |||||
Share Repurchase Program | ||||||
Repurchase price | $ / shares | $ 1.55 | |||||
Austin-Bergstrom International Airport | XpresSpa | ||||||
Number of Franchise Locations Sold | location | 1 | |||||
Dubai International Airport | Non-US | ||||||
Number of operating locations | location | 2 | |||||
Schiphol Amsterdam Airport | Non-US | ||||||
Number of operating locations | location | 3 | |||||
Istanbul Airport | Non-US | ||||||
Number of operating locations | location | 5 | |||||
Centers for Disease Control and Prevention | XpresTest | ||||||
Unrecognized revenue | $ | $ 5,534 |
Significant Accounting and Re_3
Significant Accounting and Reporting Policies (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 USD ($) location | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jan. 31, 2022 USD ($) | |
Total revenue | $ 7,063 | $ 24,048 | |||
XpresTest | Centers for Disease Control and Prevention | |||||
Unrecognized revenue | $ 5,534 | ||||
XpresTest | CDC Program Options and Public Health Services | |||||
Total revenue | 1,670 | ||||
Unrecognized revenue | $ 16,000 | ||||
XpresTest | Traveler Enrollment Initiatives | CDC Program Options and Public Health Services | |||||
Contract with customer, liability, current | 570 | ||||
XpresTest | Passenger and Aircraft Wastewater Sample Collection | CDC Program Options and Public Health Services | |||||
Contract with customer, liability, current | 6,761 | ||||
HyperPointe segment | HyperPointe | |||||
Deferred revenue | $ 310 | $ 322 | |||
Non-US | XpresSpa | |||||
Number of airport locations | location | 10 | ||||
Minimum | XpresTest | CDC Program Options and Public Health Services | |||||
Unrecognized revenue | $ 61,000 | ||||
Accounts Receivable | HyperPointe segment | |||||
Unbilled receivables | $ 295 | $ 0 |
Potentially Dilutive Securiti_3
Potentially Dilutive Securities - (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share Disclosure | ||
Net loss attributable to XWELL, Inc. | $ (5,509) | $ (4,283) |
Net loss attributable to common shareholders | $ (5,509) | $ (4,283) |
Basic weighted average shares outstanding | 83,345,896 | 101,601,913 |
Diluted weighted average shares outstanding | 83,345,896 | 101,601,913 |
Basic loss per share (in dollars per share) | $ (0.07) | $ (0.04) |
Diluted loss per share (in dollars per share) | $ (0.07) | $ (0.04) |
Net loss per share data presented above excludes from the calculation of diluted net (loss) income, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss | ||
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders | 8,024,758 | 33,890,448 |
Both vested and unvested options to purchase an equal number of shares of Common Stock | ||
Net loss per share data presented above excludes from the calculation of diluted net (loss) income, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss | ||
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders | 7,694,370 | 4,062,699 |
Unvested Restricted Stock Units ("RSU") | ||
Net loss per share data presented above excludes from the calculation of diluted net (loss) income, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss | ||
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders | 326,388 | 367,189 |
Warrants | ||
Net loss per share data presented above excludes from the calculation of diluted net (loss) income, the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss | ||
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders | 4,000 | 29,460,560 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash - Summary of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, and Restricted Cash | ||||
Cash denominated in United States dollars | $ 7,405 | $ 16,344 | ||
Cash denominated in currency other than United States dollars | 2,335 | 2,562 | ||
Restricted cash | 751 | 751 | ||
Credit and debit card receivables | 129 | 132 | ||
Total cash, cash equivalents and restricted cash | $ 10,620 | $ 19,789 | $ 83,741 | $ 106,257 |
Cash, Cash Equivalents, and R_4
Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Cash, Cash Equivalents, and Restricted Cash | ||
Deposits in excess of FDIC limits | $ 7,286 | $ 16,069 |
Amount of cash in overseas accounts | $ 2,335 | $ 2,562 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,065 | $ 6,352 |
Accumulated Amortization | (2,436) | (2,344) |
Net Carrying Amount | 3,629 | 4,008 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 302 | 302 |
Accumulated Amortization | (30) | (24) |
Net Carrying Amount | 272 | 278 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,510 | 1,510 |
Accumulated Amortization | (602) | (542) |
Net Carrying Amount | 908 | 968 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,199 | 4,485 |
Accumulated Amortization | (1,785) | (1,761) |
Net Carrying Amount | 2,414 | 2,724 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 54 | 55 |
Accumulated Amortization | (19) | (17) |
Net Carrying Amount | $ 35 | $ 38 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remaining 2023 | $ 1,124 | |
2024 | 1,462 | |
2025 | 411 | |
2026 | 317 | |
2027 | 77 | |
Thereafter | 238 | |
Total | $ 3,629 | $ 4,008 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 382 | $ 393 |
Minimum | HyperPointe | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected useful lives (in years) | 5 years | |
Maximum | HyperPointe | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected useful lives (in years) | 12 years | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected useful lives (in years) | 6 years | |
Software | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected useful lives (in years) | 3 years | |
Software | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected useful lives (in years) | 5 years |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases | ||
Operating leases, rent expense | $ 662 | $ 271 |
Variable lease payments | $ 345 | $ 364 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases | ||
Operating cash flows from operating leases | $ (973) | $ (1,010) |
Leased assets obtained in exchange for new and modified operating lease liabilities | $ 305 |
Leases - Future Minimum Commitm
Leases - Future Minimum Commitments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases | |
Remaining 2023 | $ 2,533 |
2024 | 3,092 |
2025 | 2,690 |
2026 | 1,631 |
2027 | 1,508 |
2028 | 1,129 |
Thereafter | 3,328 |
Total future lease payments | 15,911 |
Less: interest expense at incremental borrowing rate | (2,584) |
Net present value of lease liabilities | $ 13,327 |
Leases - Other Assumptions and
Leases - Other Assumptions and Pertinent Information (Details) | Mar. 31, 2023 |
Leases | |
Weighted average remaining lease term (years): | 5 years 11 months 26 days |
Weighted average discount rate used to determine present value of operating lease liability: | 7.56% |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | |||
Assets | $ 62,595 | $ 70,426 | $ 70,426 |
Liabilities | 20,004 | 22,477 | |
Total revenue | 7,063 | 24,048 | |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Assets | 147 | 275 | |
Liabilities | $ 146 | ||
Total revenue | $ 131 | $ 19,389 |
Stockholders' Equity and Warr_3
Stockholders' Equity and Warrants - Stockholders' Equity and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Aug. 16, 2022 | Sep. 30, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 04, 2022 | |
Stockholders Equity [Line Items] | ||||||
Stock-based compensation expense | $ 612 | $ 1,543 | ||||
Unrecognized stock-based payment cost related to options | $ 2,992 | $ 2,506 | ||||
Number of options, granted | 2,886,388 | |||||
Threshold value of shares repurchases | $ 1,000 | |||||
Share Repurchase Program | ||||||
Stockholders Equity [Line Items] | ||||||
Repurchase of common stock (in shares) | 7,142,446 | |||||
Repurchase of common stock | $ 11,095 | |||||
Repurchase price | $ 1.55 | |||||
RSUs | ||||||
Stockholders Equity [Line Items] | ||||||
Number of options, granted | 138,888 | |||||
2020 Plan | ||||||
Stockholders Equity [Line Items] | ||||||
Number of shares authorized | 12,500,000 | 7,500,000 | ||||
XpresTest 2020 Plan | RSUs | ||||||
Stockholders Equity [Line Items] | ||||||
Unrecognized stock-based compensation related to the awards | $ 167 | |||||
Maximum | 2020 Plan | ||||||
Stockholders Equity [Line Items] | ||||||
Number of shares authorized | 5,000,000 | |||||
Number of stock shares issued | 4,388,329 | |||||
Directors, Employees And Consultants | XpresTest 2020 Plan | ||||||
Stockholders Equity [Line Items] | ||||||
Number of shares authorized | 200 | |||||
Percentage of shares authorized for issuance | 20% |
Stockholders' Equity and Warr_4
Stockholders' Equity and Warrants - Schedule of Changes In Warrants Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Share Repurchase Program | |
Warrants [Line Items] | |
Repurchase of common stock (in shares) | shares | 7,142,446 |
Repurchase of common stock | $ | $ 11,095 |
Warrants | |
Warrants [Line Items] | |
Outstanding, Opening Balance | shares | 1,172,088 |
Expired | shares | (1,168,088) |
Outstanding, Ending Balance | shares | 4,000 |
Weighted average exercise price, Beginning Balance | $ 2 |
Weighted average exercise price, Expired | 2.01 |
Weighted average exercise price, Ending Balance | 2.125 |
Exercise price range, Ending Balance | 2.125 |
Warrants | Minimum | |
Warrants [Line Items] | |
Exercise price range, Beginning Balance | 1.7 |
Exercise price range, Expired | 1.7 |
Warrants | Maximum | |
Warrants [Line Items] | |
Exercise price range, Beginning Balance | 2.125 |
Exercise price range, Expired | $ 2.125 |
Stockholders' Equity and Warr_5
Stockholders' Equity and Warrants - Variables Used in Estimating Fair Value of Stock Options (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Stock Options | |
Stockholders Equity [Line Items] | |
Expected volatility Minimum: | 119.41% |
Expected volatility Maximum: | 121.04% |
Expected dividend yield: | 0% |
Annual average risk-free rate Minimum: | 3.65% |
Annual average risk-free rate Maximum: | 3.96% |
Minimum | |
Stockholders Equity [Line Items] | |
Expected term: | 6 years 3 months 25 days |
Minimum | Stock Options | |
Stockholders Equity [Line Items] | |
Share price of the Company's Common Stock on the grant date: | $ 0.36 |
Exercise price: | $ 0.36 |
Maximum | |
Stockholders Equity [Line Items] | |
Expected term: | 6 years 4 months 28 days |
Maximum | Stock Options | |
Stockholders Equity [Line Items] | |
Share price of the Company's Common Stock on the grant date: | $ 0.41 |
Exercise price: | $ 0.41 |
Stockholders' Equity and Warr_6
Stockholders' Equity and Warrants - Stock Options and RSU Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Stockholders Equity [Line Items] | |
No. of options, Outstanding, Beginning balance | shares | 4,830,029 |
No. of options, Granted | shares | 2,886,388 |
No. of options, Forfeited | shares | (16,914) |
No. of options, Expired | shares | (5,133) |
No. of options, Outstanding, Ending balance | shares | 7,694,370 |
No. of options, Exercisable | shares | 3,285,125 |
Exercise price range, Forfeited | $ 1.43 |
Weighted average grant date fair value, Beginning balance | 2 |
Weighted average grant date fair value, Granted | 0.40 |
Weighted average grant date fair value, Forfeited | 1.43 |
Weighted average grant date fair value, Expired | 50.93 |
Weighted average grant date fair value, Ending balance | 1.37 |
Weighted average grant date fair value, Exercisable | $ 1.93 |
RSUs | |
Stockholders Equity [Line Items] | |
No. of options, Outstanding, Beginning balance | shares | 281,250 |
No. of options, Granted | shares | 138,888 |
No. of options, Exercised/Vested | shares | (93,750) |
No. of options, Outstanding, Ending balance | shares | 326,388 |
Weighted average grant date fair value, Beginning balance | $ 0.65 |
Weighted average grant date fair value, Granted | 0.36 |
Weighted average grant date fair value, Exercised/Vested | 0.65 |
Weighted average grant date fair value, Ending balance | $ 0.53 |
XpresTest RSAs | |
Stockholders Equity [Line Items] | |
No. of options, Outstanding, Beginning balance | shares | 5 |
No. of options, Outstanding, Ending balance | shares | 5 |
Weighted average grant date fair value, Beginning balance | $ 47,570 |
Weighted average grant date fair value, Ending balance | 47,570 |
Minimum | |
Stockholders Equity [Line Items] | |
Exercise price range, Outstanding, Beginning balance | 0.65 |
Exercise price range, Granted | 0.36 |
Exercise price range, Expired | 1.53 |
Exercise price range, Outstanding, Ending balance | 0.36 |
Exercise price range, Exercisable | 0.40 |
Maximum | |
Stockholders Equity [Line Items] | |
Exercise price range, Outstanding, Beginning balance | 2,460 |
Exercise price range, Granted | 0.41 |
Exercise price range, Expired | 1,908 |
Exercise price range, Outstanding, Ending balance | 2,460 |
Exercise price range, Exercisable | $ 2,460 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities | ||
Litigation accrual | $ 449 | $ 963 |
Accrued compensation | 990 | 2,008 |
Tax-related liabilities | 547 | 573 |
Common area maintenance accruals | 217 | 160 |
Accounts payable accruals | 662 | 754 |
Gift certificates | 496 | 496 |
Credit card processing fees | 34 | 33 |
Other miscellaneous accruals | 619 | 732 |
Total accrued expenses and other current liabilities | $ 4,014 | $ 5,719 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | |||
May 26, 2020 USD ($) employee | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 20, 2022 USD ($) | |
Kyle Collins | ||||
Loss Contingencies [Line Items] | ||||
Penalties per employee per pay period | $ 0.1 | |||
Number of current and former employees | employee | 240 | |||
Kyle Collins | Settled litigation | ||||
Loss Contingencies [Line Items] | ||||
Settlement amount | $ 517,000 | |||
Additional payroll tax | $ 4,000 | |||
OTG Management PHL B | ||||
Loss Contingencies [Line Items] | ||||
Lease term | 12 years | |||
Accounts payable, accrued expenses and other. | ||||
Loss Contingencies [Line Items] | ||||
Estimated litigation liability, current | $ 449,000 | $ 963,000 | ||
Maximum | OTG Management PHL B | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency damages sought | 2,250,000 | |||
Minimum | OTG Management PHL B | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency damages sought | $ 864,000 |
Segment Information - Geographi
Segment Information - Geographical Revenue, Segment Operating Loss and Total Asset Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Revenue | |||
Total revenue | $ 7,063 | $ 24,048 | |
Operating loss | |||
Total operating loss | (6,288) | (2,451) | |
Total depreciation & amortization | 587 | 1,264 | |
Total capital expenditures | 902 | 2,665 | |
Assets | |||
Total long-lived assets | 18,945 | 18,794 | |
Total assets | $ 62,595 | 70,426 | $ 70,426 |
Number of reportable segments | segment | 4 | ||
XpresSpa | |||
Revenue | |||
Total revenue | $ 4,499 | 2,643 | |
Operating loss | |||
Total operating loss | (3,132) | (4,455) | |
Total depreciation & amortization | 423 | 343 | |
Total capital expenditures | 834 | 49 | |
Assets | |||
Total long-lived assets | 12,082 | 11,851 | |
Total assets | 21,076 | 21,135 | |
XpresTest | |||
Revenue | |||
Total revenue | 1,799 | 20,596 | |
Operating loss | |||
Total operating loss | (25) | 6,205 | |
Total depreciation & amortization | 529 | ||
Total capital expenditures | 17 | 563 | |
Assets | |||
Total long-lived assets | 124 | 112 | |
Total assets | 2,281 | 4,285 | |
Treat | |||
Revenue | |||
Total revenue | 204 | 286 | |
Operating loss | |||
Total operating loss | (444) | (1,296) | |
Total depreciation & amortization | 65 | 325 | |
Total capital expenditures | 33 | 2,032 | |
Assets | |||
Total long-lived assets | 2,264 | 2,314 | |
Total assets | 3,228 | 3,186 | |
HyperPointe | |||
Revenue | |||
Total revenue | 561 | 523 | |
Operating loss | |||
Total operating loss | (256) | (277) | |
Total depreciation & amortization | 86 | 62 | |
Total capital expenditures | 11 | ||
Assets | |||
Total long-lived assets | 4,082 | 4,108 | |
Total assets | 6,593 | 6,913 | |
Corporate and Other | |||
Operating loss | |||
Total operating loss | (2,431) | (2,628) | |
Total depreciation & amortization | 13 | 5 | |
Total capital expenditures | 7 | 21 | |
Assets | |||
Total long-lived assets | 393 | 409 | |
Total assets | $ 29,417 | $ 34,907 |