Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Jun. 28, 2019 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | ONESPAWORLD HOLDINGS Ltd | |
Entity Central Index Key | 0001758488 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 61,119,398 | |
Entity Public Float | $ 810,087,550 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity File Number | 001-38843 | |
Entity Incorporation, State or Country Code | C5 | |
Entity Address, Address Line One | Harry B. Sands, Lobosky Management Co. Ltd. Shirley House | |
Entity Address, Address Line Two | 253 Shirley Street | |
Entity Address, City or Town | Nassau | |
Entity Address, Country | BS | |
Entity Address, Address Line Three | P.O. Box N-624 | |
Entity Address, Postal Zip Code | 00000 | |
City Area Code | 242 | |
Local Phone Number | 356-0006 | |
Title of 12(b) Security | Common Shares, par value (U.S.) $0.0001 per share | |
Trading Symbol | OSW | |
Security Exchange Name | NASDAQ | |
Documents Incorporated by Reference | Portions of our Proxy Statement prepared for our 2020 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K. |
CONSOLIDATED AND COMBINED BALAN
CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 13,863 | $ 15,302 |
Accounts receivable, net | 30,513 | 25,352 |
Inventories | 36,066 | 32,265 |
Prepaid expenses | 7,655 | 6,617 |
Other current assets | 2,565 | 1,424 |
Total current assets | 90,662 | 80,960 |
Property and equipment, net | 22,741 | 16,239 |
Intangible assets, net | 616,637 | 131,517 |
Goodwill | 190,077 | 33,864 |
OTHER ASSETS: | ||
Deferred tax assets | 2,046 | 4,265 |
Other non-current assets | 1,506 | 5,814 |
Total other assets | 3,552 | 10,079 |
Total assets | 923,669 | 272,659 |
LIABILITIES: | ||
Accounts payable | 23,437 | 7,595 |
Accounts payable—related parties | 6,553 | |
Accrued expenses | 23,575 | 27,211 |
Income taxes payable | 897 | 670 |
Other current liabilities | 3,501 | 1,210 |
Total current liabilities | 51,410 | 43,239 |
Deferred rent | 160 | 645 |
Income tax contingency | 3,949 | 3,918 |
Deferred tax liability | 375 | |
Long-term debt, net | 221,407 | 352,440 |
Total liabilities | 277,301 | 400,242 |
Commitments (Note 13) | ||
EQUITY (DEFICIT): | ||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 61,119,398 issued and outstanding at December 31, 2019 | 6 | |
Additional paid-in capital | 653,088 | |
Accumulated deficit | (15,569) | |
Net Parent investment | (130,520) | |
Accumulated other comprehensive income (loss) | 719 | (649) |
Total OneSpaWorld stockholders' equity and Parent's (deficit), respectively | 638,244 | (131,169) |
Noncontrolling interest | 8,124 | 3,586 |
Total (deficit) equity | 646,368 | (127,583) |
Total liabilities and (deficit) equity | $ 923,669 | $ 272,659 |
CONSOLIDATED AND COMBINED BAL_2
CONSOLIDATED AND COMBINED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Mar. 19, 2019 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | |
Common stock, shares issued | 61,119,398 | |
Common stock, shares outstanding | 61,119,398 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
REVENUES | ||||||
REVENUES | $ 118,452,000 | $ 443,781,000 | $ 540,778,000 | $ 506,685,000 | ||
COST OF REVENUES AND OPERATING EXPENSES | ||||||
Administrative | 2,498,000 | 13,986,000 | 9,937,000 | 9,222,000 | ||
Salary and payroll taxes | 29,349,000 | 32,300,000 | 15,624,000 | 15,294,000 | ||
Amortization of intangible assets | 755,000 | 13,174,000 | 3,521,000 | 3,521,000 | ||
Total cost of revenues and operating expenses | 133,395,000 | 442,657,000 | 492,257,000 | 468,387,000 | ||
Income (loss) from operations | (14,943,000) | 1,124,000 | 48,521,000 | 38,298,000 | ||
OTHER (EXPENSE) INCOME, NET | ||||||
Interest expense | (6,316,000) | (13,522,000) | (34,099,000) | |||
Loss on extinguishment of debt | (3,413,000) | |||||
Interest income | 43,000 | 238,000 | 408,000 | |||
Other income (expense) | 171,000 | (217,000) | ||||
Total other (expense) income, net | (9,729,000) | (13,479,000) | (33,690,000) | 191,000 | ||
(Loss) income before income tax (benefit) expense | (24,672,000) | (12,355,000) | 14,831,000 | 38,489,000 | ||
INCOME TAX (BENEFIT)EXPENSE | 109,000 | (120,000) | 1,088,000 | 5,263,000 | ||
NET (LOSS) INCOME | (24,781,000) | (12,235,000) | 13,743,000 | 33,226,000 | ||
Net income attributable to noncontrolling interest | 678,000 | 3,334,000 | 3,857,000 | 2,109,000 | ||
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS AND PARENT, RESPECTIVELY | (25,459,000) | $ (15,569,000) | [1] | 9,886,000 | 31,117,000 | |
LOSS PER SHARE | ||||||
Basic | $ (0.25) | |||||
Diluted | $ (0.25) | |||||
WEIGHTED-AVERAGE SHARES OUTSTANDING | ||||||
Basic | 61,118,387 | |||||
Diluted | [2] | 61,118,387 | ||||
Service [Member] | ||||||
REVENUES | ||||||
REVENUES | 91,280,000 | $ 339,793,000 | 410,927,000 | 383,686,000 | ||
COST OF REVENUES AND OPERATING EXPENSES | ||||||
Cost of Revenue | 76,836,000 | 292,844,000 | 352,382,000 | 332,360,000 | ||
Product [Member] | ||||||
REVENUES | ||||||
REVENUES | 27,172,000 | 103,988,000 | 129,851,000 | 122,999,000 | ||
COST OF REVENUES AND OPERATING EXPENSES | ||||||
Cost of Revenue | $ 23,957,000 | $ 90,353,000 | $ 110,793,000 | $ 107,990,000 | ||
[1] | Calculated as total net loss less amounts attributable to noncontrolling interest. | |||||
[2] | For the period from March 20, 2019 to December 31, 2019 (Successor), potential common shares under the treasury stock method were antidilutive because the Company reported a net loss in this period. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, warrants, deferred shares and restricted stock. |
CONSOLIDATED AND COMBINED STA_2
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Other Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (24,781) | $ (12,235) | $ 13,743 | $ 33,226 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation (loss) gain | (165) | (183) | (293) | 369 |
Net unrealized gain on derivative | 1,109 | |||
Amount realized and reclassified into earnings | (207) | |||
Total other comprehensive (loss) income, net of tax | (165) | 719 | (293) | 369 |
Comprehensive (loss) income | (24,946) | (11,516) | 13,450 | 33,595 |
Comprehensive income attributable to noncontrolling interest | 678 | 3,334 | 3,857 | 2,109 |
Comprehensive (loss) income attributable to common Shareholders and Parent, respectively | $ (25,624) | $ (14,850) | $ 9,593 | $ 31,486 |
CONSOLIDATED AND COMBINED STA_3
CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Net Parent Investment [Member] | Common Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Additional Paid-in Capital [Member] | Total Parent's/Stockholders' Equity (Deficit) [Member] | Non-Controlling Interest [Member] | Accumulated Deficit [Member] |
BALANCE at Dec. 31, 2016 | $ 244,864 | $ 238,496 | $ (725) | $ 237,771 | $ 7,093 | |||
Net (loss) income | 33,226 | 31,117 | 31,117 | 2,109 | ||||
Distributions to noncontrolling interest | (4,606) | (4,606) | ||||||
Net distributions to Parent and its affiliates | (48,572) | (48,572) | (48,572) | |||||
Foreign currency translation gain (loss) | 369 | 369 | 369 | |||||
BALANCE at Dec. 31, 2017 | 225,281 | 221,041 | (356) | 220,685 | 4,596 | |||
Net (loss) income | 13,743 | 9,886 | 9,886 | 3,857 | ||||
Distributions to noncontrolling interest | (4,867) | (4,867) | ||||||
Net distributions to Parent and its affiliates | (361,447) | (361,447) | (361,447) | |||||
Foreign currency translation gain (loss) | (293) | (293) | (293) | |||||
BALANCE at Dec. 31, 2018 | (127,583) | (130,520) | (649) | (131,169) | 3,586 | |||
Net (loss) income | (24,781) | (25,459) | (25,459) | 678 | ||||
Distributions to noncontrolling interest | (267) | (267) | ||||||
Net contributions from Parent and its affiliates | 351,802 | 351,802 | 351,802 | |||||
Foreign currency translation gain (loss) | (165) | (165) | (165) | |||||
BALANCE at Mar. 19, 2019 | 199,006 | 195,823 | (814) | 195,009 | 3,997 | |||
BALANCE at Dec. 31, 2018 | (127,583) | (130,520) | (649) | (131,169) | 3,586 | |||
BALANCE at Dec. 31, 2019 | 646,368 | $ 6 | 719 | $ 653,088 | 638,244 | 8,124 | $ (15,569) | |
BALANCE (In Shares) at Dec. 31, 2019 | 61,119,398 | |||||||
BALANCE at Mar. 19, 2019 | 199,006 | $ 195,823 | (814) | 195,009 | 3,997 | |||
Net (loss) income | (12,235) | |||||||
BALANCE at Dec. 31, 2019 | 646,368 | $ 6 | 719 | 653,088 | 638,244 | 8,124 | (15,569) | |
BALANCE (In Shares) at Dec. 31, 2019 | 61,119,398 | |||||||
BALANCE at Mar. 20, 2019 | 669,790 | $ 6 | 664,160 | 664,166 | 5,624 | |||
BALANCE (In Shares) at Mar. 20, 2019 | 61,118,298 | |||||||
Immaterial correction of an error | (29,321) | (29,321) | (29,321) | |||||
Net (loss) income | (12,235) | (15,569) | 3,334 | (15,569) | ||||
Conversion of public warrants into common shares | 11 | 11 | 11 | |||||
Conversion of public warrants into common shares (In Shares) | 1,100 | |||||||
Dividends | (2,445) | (2,445) | (2,445) | |||||
Distributions to noncontrolling interest | (834) | (834) | ||||||
Stock-based compensation | 20,683 | 20,683 | 20,683 | |||||
Foreign currency translation gain (loss) | (183) | (183) | (183) | |||||
Unrealized gain on derivatives | 902 | 902 | 902 | |||||
BALANCE at Dec. 31, 2019 | $ 646,368 | $ 6 | $ 719 | $ 653,088 | $ 638,244 | $ 8,124 | $ (15,569) | |
BALANCE (In Shares) at Dec. 31, 2019 | 61,119,398 |
CONSOLIDATED AND COMBINED STA_4
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) | Mar. 31, 2019 | Dec. 31, 2019 | Mar. 19, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||
Net (loss) income | $ (22,579,000) | $ 2,115,000 | $ (24,781,000) | $ 2,675,000 | $ 3,783,000 | $ (12,235,000) | $ (12,235,000) | $ 13,743,000 | $ 33,226,000 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||||
Depreciation and amortization | 1,989,000 | 19,606,000 | 10,055,000 | 9,829,000 | ||||||
Stock-based compensation | 20,683,000 | |||||||||
Amortization of deferred financing costs | 213,000 | 841,000 | 1,243,000 | |||||||
Provision for doubtful accounts | 8,000 | 18,000 | 18,000 | |||||||
Loss on extinguishment of debt | 3,413,000 | |||||||||
Allocation of Parent corporate overhead | 11,731,000 | 11,666,000 | ||||||||
Deferred income taxes | (9,000) | (643,000) | (1,000) | 3,350,000 | ||||||
Changes in: | ||||||||||
Accounts receivable | 1,671,000 | (6,840,000) | (2,107,000) | (2,446,000) | ||||||
Inventories | (406,000) | 352,000 | (6,966,000) | 8,163,000 | ||||||
Prepaid expenses | 1,073,000 | (1,714,000) | (1,798,000) | (160,000) | ||||||
Other current assets | 213,000 | (776,000) | (340,000) | 100,000 | ||||||
Note receivable due from affiliate of Parent | (238,000) | (408,000) | ||||||||
Other non-current assets | (1,003,000) | (854,000) | 652,000 | (5,354,000) | ||||||
Accounts payable | 8,313,000 | 7,529,000 | 1,730,000 | 2,435,000 | ||||||
Accounts payable – related parties | (6,553,000) | (3,650,000) | 9,260,000 | |||||||
Accrued expenses | 19,792,000 | (30,078,000) | 7,698,000 | (718,000) | ||||||
Other current liabilities | (288,000) | 317,000 | 499,000 | (135,000) | ||||||
Income taxes payable | 42,000 | 409,000 | (84,000) | 1,063,000 | ||||||
Income tax contingency | 69,000 | |||||||||
Deferred rent | 37,000 | 160,000 | 202,000 | 229,000 | ||||||
Net cash (used in) provided by operating activities | 3,733,000 | (3,174,000) | 32,387,000 | 70,118,000 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||
Capital expenditures | (517,000) | (2,909,000) | (4,983,000) | (2,683,000) | ||||||
Acquisition of OSW Predecessor, net of cash acquired | (676,453,000) | |||||||||
Net cash used in investing activities | (517,000) | (679,362,000) | (4,983,000) | (2,683,000) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||
Proceeds from the issuance of common shares | 122,510,000 | |||||||||
Net proceeds from Haymaker and private placement investors | 349,390,000 | |||||||||
Proceeds from the term loan and revolver facilities | 245,900,000 | |||||||||
Proceeds from conversion of public warrants into common shares | 11,000 | |||||||||
Payment of deferred financing costs | (6,892,000) | |||||||||
Repayment on term loan and revolver facilities | (18,442,000) | |||||||||
Proceeds from amounts due from related party | 3,187,000 | |||||||||
Net distributions to Parent and its affiliates | (4,262,000) | (15,690,000) | (60,893,000) | |||||||
Distributions to noncontrolling interest | (267,000) | (834,000) | (4,867,000) | (4,606,000) | ||||||
Net cash provided by (used in) financing activities | (4,529,000) | 694,830,000 | (20,557,000) | (65,499,000) | ||||||
Effect of exchange rate changes on cash | 649,000 | (205,000) | (216,000) | 124,000 | ||||||
Net increase (decrease) in cash and cash equivalents | (664,000) | 12,089,000 | 6,631,000 | 2,060,000 | ||||||
Cash and cash equivalents, Beginning of period | $ 14,638,000 | 15,302,000 | $ 8,671,000 | 14,638,000 | 1,774,000 | $ 15,302,000 | 8,671,000 | 6,611,000 | ||
Cash and cash equivalents, End of period | $ 13,863,000 | 14,638,000 | $ 15,302,000 | 13,863,000 | $ 13,863,000 | 13,863,000 | 15,302,000 | 8,671,000 | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||||
Income taxes | 73,000 | 409,000 | 1,038,000 | 364,000 | ||||||
Interest | 12,347,000 | 30,344,000 | ||||||||
Non-cash transactions: | ||||||||||
Equity consideration paid in connection with the Business Combination | 167,300,000 | $ 167,300,000 | ||||||||
Unpaid declared dividends | $ 2,445,000 | |||||||||
Vendor-financed purchase of fixed assets | 306,000 | |||||||||
Fixed assets transferred from Parent | 125,000 | |||||||||
Allocation of Parent corporate overhead | 11,731,000 | 11,666,000 | ||||||||
Assignment and assumption of Parent long-term debt | 351,197,000 | |||||||||
Note receivable from affiliate of Parent forgiven by Parent | 6,841,000 | |||||||||
Repayment of long-term debt by Parent on behalf of the company | $ 351,482,000 | |||||||||
Write-off of income tax payable for separate return method | $ 1,174,000 | $ 1,033,000 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization On March 19, 2019 (the “Business Combination Date”), OneSpaWorld consummated a business combination pursuant to a Business Combination Agreement, dated as of November 1, 2018 (as amended on January 7, 2019, by Amendment No. 1 to the Business Combination Agreement), by and among Steiner Leisure Limited (“Steiner Leisure,” “Steiner,” or “Parent”), Steiner U.S. Holdings, Inc., Nemo (UK) Holdco, Ltd., Steiner UK Limited, Steiner Management Services, LLC, Haymaker Acquisition Corp. (“Haymaker”), OneSpaWorld, Dory US Merger Sub, LLC, Dory Acquisition Sub, Limited, Dory Intermediate LLC, and Dory Acquisition Sub, Inc. (the “Business Combination”), in which Haymaker acquired from Steiner the combined operating business known as OSW Predecessor (“OSW”). Prior to the consummation of the Business Combination, OneSpaWorld was a wholly-owned subsidiary of Steiner Leisure. On the Business Combination Date, OneSpaWorld became the ultimate parent company of the Haymaker and OSW combined company. Haymaker, a special purpose acquisition company (“SPAC”), was organized as a blank check company incorporated in Delaware on April 27, 2017 and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On October 27, 2017, Haymaker consummated an initial public offering (“IPO”) of its Class A common shares (the “Haymaker Class A Shares”), generating gross proceeds of approximately $300,000,000. The net proceeds from the IPO were subsequently placed in a trust account for the intended purpose of being applied toward consummating a business combination. At the closing of the Business Combination, OneSpaWorld became the ultimate parent company of Haymaker and OSW Predecessor. “OSW Predecessor” is comprised of the net assets and operations of (i) the following wholly-owned subsidiaries of Steiner Leisure: OneSpaWorld LLC, Steiner Spa Asia Limited, Steiner Spa Limited, and Steiner Marks Limited, (ii) the following respective indirect subsidiaries of Steiner Leisure: Mandara PSLV, LLC, Mandara Spa (Hawaii), LLC, Florida Luxury Spa Group, LLC, Steiner Transocean U.S., Inc., Steiner Spa Resorts (Nevada), Inc., Steiner Spa Resorts (Connecticut), Inc., Steiner Resort Spas (California), Inc., OneSpaWorld Resort Spas (North Carolina), Inc. (formerly known as Steiner Resort Spas (North Carolina), Inc.), OSW SoHo LLC, OSW Distribution LLC, World of Wellness Training Limited (formerly known as Steiner Training Limited), STO Italy S.r.l., One Spa World LLC, Mandara Spa Services LLC, OneSpaWorld Limited, OneSpaWorld (Bahamas) Limited (formerly known as Steiner Transocean Limited), OneSpaWorld Medispa LLC, OneSpaWorld Medispa Limited, OneSpaWorld Medispa (Bahamas) Limited (formerly known as STO Medispa Limited), Mandara Spa (Cruise I), LLC, Mandara Spa (Cruise II), LLC, Steiner Transocean (II) Limited (subsequently dissolved), The Onboard Spa by Steiner (Shanghai) Co., Ltd., Mandara Spa LLC, Mandara Spa Puerto Rico, Inc., Mandara Spa (Guam), L.L.C. (subsequently dissolved), Mandara Spa (Bahamas) Limited, Mandara Spa Aruba N.V., Mandara Spa Polynesia Sarl, Inc., Mandara Spa Asia Limited, PT Mandara Spa Indonesia, Spa Services Asia Limited, Mandara Spa Palau, Mandara Spa (Malaysia) Sdn. Bhd., Mandara Spa Ventures International Sdn. Bhd., Spa Partners (South Asia) Limited, Mandara Spa (Maldives) PVT LTD, and Mandara Spa (Fiji) Limited, (iii) Medispa Limited, a majority-owned subsidiary of Steiner Leisure, and (iv) the timetospa website owned by Elemis USA, Inc. (formerly known as Steiner Beauty Products, Inc.) and subsequently transferred to OneSpaWorld. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation, Principles of Consolidation and Principles of Combination Successor: The accompanying consolidated financial statements as of and for the period March 20, 2019 to December 31, 2019, includes the consolidated balance sheet and statements of operations, comprehensive income (loss), equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted pursuant to the SEC’s rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our financial position, results of operations and cash flows. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Predecessor: The combined OSW financial statements (the “OSW financial statements”) include the accounts of the wholly-owned and indirect subsidiaries of Steiner Leisure listed in Note 1 and include the accounts of a company majority-owned by OneSpaWorld Medispa (Bahamas) Limited, in which OneSpaWorld (Bahamas) Limited 100% owner of OneSpaWorld Medispa (Bahamas) Limited) had a controlling interest. The OSW condensed combined financial statements also include the accounts and results of operations associated with the timetospa.com website owned by Elemis USA, Inc. The OSW financial statements do not represent the financial position and results of operations of a legal entity but rather a combination of entities under common control of Steiner Leisure that have been “carved out” of the Steiner Leisure consolidated financial statements and reflect significant assumptions and allocations. All significant intercompany transactions and balances have been eliminated in combination. The accompanying combined OSW financial statements may not be indicative of what they would have been had OSW actually been a separate stand-alone entity. The accompanying OSW financial statements include the assets, liabilities, revenues and expenses specifically related to OSW’s operations. OSW receives services and support from various functions performed by Steiner Leisure and costs associated with these functions have been allocated to OSW. These allocations are necessary to reflect all of the costs of doing business and include costs related to certain Steiner Leisure corporate functions, including, but not limited to, senior management, legal, human resources, finance, IT and other shared services that have been allocated to OSW based on direct usage or benefit where identifiable, with the remainder allocated on a pro rata basis determined by an estimate of the percentage of time Steiner Leisure employees devoted to OSW, as compared to total time available or by the headcount of employees at Steiner Leisure corporate headquarters that are fully dedicated to the OSW entities in relation to the total employee headcount. These allocated costs are reflected in salaries and payroll taxes and administrative expenses in the accompanying condensed combined OSW statements of operations. Management considers these allocations to be a reasonable reflection of the utilization of services by or benefit provided to OSW. However, the allocations may not be indicative of the actual expenses that would have been incurred had OSW operated as an independent, stand-alone entity. Net Parent investment represents the Steiner Leisure controlling interest in the recorded net assets of OSW, specifically, the cumulative net investment by Steiner Leisure in OSW and cumulative operating results through the date presented. The net effect of the settlement of transactions between OSW, Steiner Leisure, and other affiliates of Steiner Leisure are reflected in the accompanying condensed combined statements of cash flows as a financing activity and in the condensed combined balance sheet as Net Parent investment. Certain expenses and operating costs were paid by Steiner Leisure on behalf of OSW. The Parent has paid on behalf of OSW expenses associated with the allocation of Steiner Leisure corporate overhead and costs associated with the purchase of products from related parties. Operating cash flows for the predecessor periods exclude OSW expenses and operating costs paid by Steiner Leisure on behalf of OSW. Consequently, OSW’s historical cash flows may not be indicative of cash flows had OSW actually been a separate stand-alone entity or future cash flows of OSW. As of December 31, 2018, OSW had assumed long-term debt of the Parent. Such debt was paid-off by the Parent on behalf of OSW during the Predecessor period from January 1, 2019 to March 19, 2019. Refer to Note 7 for more information on long-term debt. Management believes the assumptions and allocations underlying the accompanying combined OSW financial statements and notes to the OSW combined financial statements are reasonable, appropriate and consistently applied for the periods presented. Management believes the accompanying combined OSW financial statements reflect all costs of doing business. The accompanying OSW combined financial statements have been prepared in conformity with U.S. GAAP. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”). As modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemption from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Act) are required to comply with new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election is irrevocable. The Company has elected not to opt-out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor a non-emerging growth company, which has opted-out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash and cash equivalents with reputable major financial institutions. Deposits with these banks exceed the Federal Deposit Insurance Corporation insurance limits or similar limits in foreign jurisdictions. While the Company monitors daily the cash balances in its operating accounts and adjusts the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which the Company deposits funds fails or is subject to other adverse conditions in the financial or credit markets. To date, the Company has experienced no loss or lack of access to invested cash or cash equivalents; however, it can provide no assurance that access to invested cash and cash equivalents will not be impacted by adverse conditions in the financial and credit markets. Inventories Inventories, consisting principally of beauty products, are stated at the lower of cost, as determined on a first-in, first-out basis, or market. All inventory balances are comprised of finished goods used in beauty and health and wellness services or held for resale. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs, which do not add to the value of the related assets or materially extend their original lives, are expensed as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized in a straight-line basis over the shorter of the terms of the respective leases and the estimated useful lives of the respective assets. Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets The Company reviews long-lived assets including property and equipment and intangible assets with finite lives for impairment whenever events or changes in circumstances indicate, based on estimated future cash flows, that the carrying amount of these assets may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (asset group) to future undiscounted cash flows expected to be generated by the asset (asset group). An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When estimating future cash flows, the Company considers: • only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group; • potential events and changes in circumstance affecting key estimates and assumptions; and • the existing service potential of the asset (asset group) at the date tested. If an asset (asset group) is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset (asset group) exceeds its fair value. When determining the fair value of the asset (asset group), the Company considers the highest and best use of the assets from a market-participant perspective. The fair value measurement is generally determined through the use of independent third-party appraisals or an expected present value technique, both of which may include a discounted cash flow approach, which reflects assumptions of what market participants would utilize to price the asset (asset group). Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Assets to be abandoned, or from which no further benefit is expected, are written down to zero at the time that the determination is made, and the assets are removed entirely from service. Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired. The Company has two operating segments: (1) Maritime and (2) Destination Resorts. The Maritime and Destination Resorts operating segments each have associated goodwill, and each has been determined to be a reporting unit. Goodwill and other intangible assets with indefinite useful lives are not amortized, but rather, are tested for impairment at least annually. The Company reviews goodwill for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently. The impairment review for goodwill consists of a qualitative assessment of whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount, and if necessary, a two-step goodwill impairment test. Factors to consider when performing the qualitative assessment primarily include general economic conditions and changes in forecasted operating results. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to perform the two-step goodwill impairment test. The Company may elect to bypass the qualitative assessment and proceed directly to step one, for any reporting unit, in any period. The Company can resume the qualitative assessment for any reporting unit in any subsequent period. When performing the two-step goodwill impairment test, the fair value of the reporting unit is determined and compared to the carrying value of the net assets allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, no further analysis or write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of its net assets, the implied fair value of the reporting unit is allocated to all its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value. Identifiable intangible assets not subject to amortization are assessed for impairment using a similar process used to evaluate goodwill as described above. There was no impairment for the for the periods from March 20, 2019 to December 31, 2019 (Successor), for the period from January 1, 2019 to March 19, 2019 (Predecessor) and for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor). Definite-Lived Intangible Assets The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Definite-Lived Intangible assets include the contracts with cruise lines and leases with hotels and resorts. Contracts with cruise lines are generally renewed every five years. The Company has the intent and ability to renew such contracts over the estimated useful lives of the assets. Costs incurred to renew contracts are capitalized and amortized to cost of revenues and operating expenses over the term of the contract. Lease agreements with hotels and resorts in which the Company operates are generally renewed every ten years. The Company had the intent and ability to renew such contracts. Revenue Recognition Revenue is recognized when customers obtain control of goods and services promised by the Company. The amount of revenue recognized is based on the amount that reflects the consideration that is expected to be received in exchange for those respective goods and services. Amounts recognized are gross of commissions to cruise line or destination resort partners, which typically withhold commissions from customer payments. The Company has elected to present sales taxes on a net basis and, as such, sales taxes are excluded from revenue. Revenue is reported net of discounts and net of any estimated refund liability, which is determined based on historical experience. The Company also issues gift cards for future goods or services; revenue is recognized when they are redeemed; we also recognize revenue for breakage based on past experience for gift card amounts we expect to go unredeemed. Prior to adoption of ASC Topic 606, as discussed in Revenue Recognition Adoption of Accounting Pronouncements Cost of Revenues Cost of services consists primarily of the cost of product consumed in the rendering of a service, an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines (which are derived as a percentage of service revenues or a minimum annual rent or a combination of both), an allocable portion of staff-related shipboard expenses, costs related to recruitment and training of shipboard employees, wages paid directly to destination resort employees, payments to destination resort venue owners, and health and wellness facility depreciation. Cost of products consists primarily of the cost of products sold through the Company’s various methods of distribution, an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines (which are derived as a percentage of product revenues or a minimum annual rent or a combination of both), and an allocable portion of staff-related shipboard expenses Shipping and Handling Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through cost of sales as inventories are sold. Shipping and handling costs associated with the delivery of products are included in administrative expenses. The shipping and handling costs included in administrative expenses in the accompanying combined consolidated and combined statements of operations for the period from March 20, 2019 through December 31, 2019 (Successor), for the period from January 1, 2019 through March 19, 2019 (Predecessor), for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor) were $0.04 million, $0.01 million, $0.4 million and $0.5 million, respectively. Advertising Substantially, all of the Company’s advertising costs are charged to expense as incurred, except costs that result in tangible assets, such as brochures, which are recorded as prepaid expenses and charged to expense as consumed. Advertising expenses included in cost of revenues and operating expenses in the accompanying consolidated and combined statements of operations for the period from March 20, 2019 through December 31, 2019 (Successor), for the period from January 1, 2019 through March 19, 2019 (Predecessor), for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor) were $2.5 million, $0.5 million, $3.7 million and $2.9 million, respectively. Share-Based Compensation The Company recognizes expense for our share-based compensation awards using a fair-value-based method. Share-based compensation expense is recognized over the requisite service period for awards that are based on a service period and not contingent upon any future performance. Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated and combined balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. These deferred issuance costs are amortized over the life of the loan agreement. The amortization of deferred financing fees is included in interest expense, net in the consolidated and combined statements of operations. Income Taxes Successor: As part of the process of preparing the consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating the Company’s actual current income tax exposure together with an assessment of temporary differences resulting from differing treatment of items for tax purposes and accounting purposes, respectively. These differences result in deferred income tax assets and liabilities which are included in the accompanying consolidated balance sheet as of December 31, 2019. Deferred taxes are recorded using the currently enacted tax rates that applied in the periods that the differences are expected to reverse. The Company must then assess the likelihood that its deferred income tax assets will be recovered from future taxable income and, to the extent that the Company believes that recovery is not likely, the Company must establish a valuation allowance. With respect to acquired deferred tax assets, changes within the measurement period that result from new information about facts and circumstances that existed at the acquisition date shall be recognized through a corresponding adjustment to goodwill. Subsequent to the measurement period, all other changes shall be reported as a reduction or increase to income tax expense in the Company’s consolidated statement of operations for the period from March 20, 2019 to December 31, 2019 (Successor). Predecessor: The Company’s United States (“U.S.”) entities, other than those that are domiciled in U.S. territories, file their U.S. tax return as part of a consolidated tax filing group, while the Company’s entities that are domiciled in U.S. territories file specific returns. In addition, the Company’s foreign entities file income tax returns in their respective countries of incorporation, where required. For the purposes of these financial statements, the Company is accounting for income taxes under the separate return method of accounting. This method requires the allocation of current and deferred taxes to the Company as if it were a separate taxpayer. Under this method, the resulting portion of current income taxes payable that is not actually owed to the tax authorities is written-off through equity. Accordingly, income taxes payable in the combined balance sheet, as of December 31, 2018 reflects current income tax amounts actually owed to the tax authorities, as of those dates, as well as the accrual for uncertain tax positions. The write-off of current income taxes payable not actually owed to the tax authorities is included in net Parent investment in the accompanying combined balance sheet as of December 31, 2018. Deferred income taxes are recognized based upon the tax consequences of “temporary differences” by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred income tax provisions and benefits are based on the changes to the asset or liability from period to period. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax assets will not be realized. The majority of the Company’s income is generated outside of the U.S. Successor and Predecessor: The Company believes a large percentage of its shipboard service’s income is foreign-source income, not effectively connected to a business it conducts in the U.S. and, therefore, not subject to U.S. income taxation. The Company recognizes interest and penalties within the provision for income taxes in the consolidated and combined statements of operations. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued, therefore, will be reduced and reflected as a reduction of the overall income tax provision. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount of benefit, determined on a cumulative probability basis, which is more than 50% likely of being realized upon ultimate settlement. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income 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. The following table provides details underlying OneSpaWorld’s loss per basic and diluted share calculation for the period from March 20, 2019 to December 31, 2019 (Successor) (in thousands, except per share data): Successor March 20, 2019 to December 31, 2019 Numerator: Net loss attributable to OneSpaWorld (a) $ (15,569 ) Denominator: Weighted average shares issued and outstanding - basic 61,118 Weighted average shares issued and outstanding - diluted (b) 61,118 Loss per share: Basic $ (0.25 ) Diluted $ (0.25 ) (a) Calculated as total net loss less amounts attributable to noncontrolling interest. (b) For the period from March 20, 2019 to December 31, 2019 (Successor), potential common shares under the treasury stock method were antidilutive because the Company reported a net loss in this period. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, warrants, deferred shares and restricted stock. The table below presents the weighted-average number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share for the period from March 20, 2019 to December 31, 2019 (Successor) (in thousands): Common share warrants (a) 24,500 Deferred shares 6,600 Employee stock options 4,455 Board of directors RSUs 33 35,588 (a) Includes all public warrants and private placement warrants Foreign Currency Transactions For currency exchange rate purposes, assets and liabilities of the Company’s foreign subsidiaries are translated at the rate of exchange in effect at the balance sheet date. Equity and other items are translated at historical rates, and income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are reflected in the accumulated other comprehensive loss caption of the Company’s combined balance sheets. Foreign currency gains and losses resulting from transactions, including intercompany transactions, are included in results of operations. The transaction gains (losses) included in the administrative expenses caption of the combined statements of operations for the Periods from March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 31, 2019 (Predecessor), for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor) were $(0.2) million, $ Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs used to measure fair value are as follows: • Level 1—Value is based on quoted prices in active markets for identical assets and liabilities. • Level 2—Value is based on observable inputs other than quoted prices included in Level 1. This includes dealer and broker quotations, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Value is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of certain assets acquired in the Business Combination, assessment of the recovery of long-lived assets, goodwill, and other intangible assets; the determination of deferred income taxes, including valuation allowances; the useful lives of definite-lived intangible assets and property and equipment; and allocations of Parent costs. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with high quality financial institutions. As of December 31, 2019, and 2018, the Company had three cruise companies that represented greater than 10% of accounts receivable. The Company does not normally require collateral or other security to support normal credit sales. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company records an allowance for doubtful accounts with respect to accounts receivable using historical collection experience, and generally, an account receivable balance is written off once it is determined to be uncollectible. The Company reviews the historical collection experience and considers other facts and circumstances and adjusts the calculation to record an allowance for doubtful accounts as appropriate. If the Company’s current collection trends were to differ significantly from historic collection experience, the Company would make a corresponding adjustment to the allowance. The allowance for doubtful accounts was $0.01 million and $0.5 million as of December 31, 2019 (Successor) and 2018 (Predecessor), respectively. Bad debt expense is included within administrative operating expenses in the accompanying consolidated and combined statements of operations and is not significant for the period from March 20, 2019 to December 31, 2019 (Successor) and for the period from January 1, 2019 to March 19, 2019 (Predecessor), and for the years ended December 31, 2018 (Predecessor), and 2017 (Predecessor). Accounting for Business Combinations In accordance with ASC 805, when accounting for business combinations, the Company is required to recognize the assets acquired, liabilities assumed, contractual contingencies, noncontrolling interests and contingent consideration at their fair v |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination As discussed in Note 1, Organization The Business Combination was accounted for using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Haymaker was deemed to be the accounting acquirer and OSW the accounting acquiree. As a result of applying pushdown accounting, the post-Business Combination financial statements of OneSpaWorld reflect the new basis of accounting for OSW. Transaction costs incurred by OneSpaWorld in the Business Combination, consisting primarily of debt issuance costs of $6,892,000 in connection with the arrangement of debt financing to consummate the Business Combination, are recorded as deferred financing costs and netted against the related long-term debt in the accompanying condensed consolidated balance sheet. Under ASC 805, transaction costs of the acquirer are not included as a component of consideration transferred but are accounted as an expense in the period in which such costs are incurred, or, if related to the issuance of debt or equity, capitalized as debt issuance costs or recorded as a reduction in equity proceeds to additional paid-in capital, respectively. Acquisition related transaction costs incurred as part of a business combination can include estimated fees related to the issuance of long-term debt, underwriting fees, as well as advisory, legal and accounting fees. Upon completion of the Business Combination, the Haymaker selling stockholders received an aggregate 31,713,387 common shares, par value $0.0001, of OneSpaWorld (the “OneSpaWorld Shares”), with each Haymaker stockholder receiving one OneSpaWorld Share in exchange for each Haymaker Class A Common Share. In addition, each existing warrant to purchase one Haymaker Class A Common Share (the “Haymaker Warrants”) became exercisable for one OneSpaWorld Share (the “Public Warrants”), on the same terms and conditions as those applicable to the warrants to purchase the Haymaker Class A Shares (See Note 8). Also, 3,000,000 OneSpaWorld Shares, and the right to receive 1,600,000 OneSpaWorld Shares upon the occurrence of certain events (the “OneSpaWorld Deferred Shares”), were issued to Haymaker Sponsor and the other former holders of Haymaker Class B common shares (the “Founder Shares”) in exchange for such shares, and the Haymaker Warrants held by Haymaker Sponsor became exercisable for 3,408,186 OneSpaWorld Shares. Total consideration transferred to Steiner in connection with the Business Combination was $858,386,000, consisting of the following: (i) $691,086,000 in cash, including $13,900,000 in seller expenses paid by OSW and cash proceeds of $56,071,000 from the sale of 5,607,144 OneSpaWorld shares by Steiner in a private placement offering to investors. (ii) $167,300,000 in equity consideration, consisting of 14,155,274 OneSpaWorld shares, of which 5,607,144 OneSpaWorld shares were issued to Steiner in a private placement offering to investors; warrants to purchase 1,486,520 OneSpaWorld shares; and the right to receive 5,000,000 OneSpaWorld Deferred Shares (See Note 8). The fair value of the OneSpaWorld Shares and OneSpaWorld Deferred Shares issued as equity consideration in the Business Combination was based on the observable market price of $11.85 per share of OneSpaWorld common stock on the Business Combination Date. The fair value of the warrants to purchase OneSpaWorld shares issued as equity consideration in the Business Combination was determined using a Black-Sholes option-pricing model with inputs as of the Business Combination Date. The acquisition of OSW is recorded on the Company’s condensed consolidated balance sheet as of March 19, 2019 based upon estimated fair values as of such date. The valuation of the assets acquired and liabilities assumed was based on fair values at the Business Combination Date. The allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed reflect various fair value estimates and analyses, including work performed by third-party valuation specialists. The Company’s purchase price allocation was final as of December 31, 2019. Measurement period adjustments were applied retrospectively to the Business Combination Date. The computations of the allocation of the purchase price to the net tangible and intangible assets acquired and liabilities assumed, as adjusted, is presented below (in thousands): Estimated Fair Value as of Acquisition Date (as Previously Reported) Immaterial Corrections (a) Measurement Period Adjustments Other Estimated Fair Value as of Acquisition Date (As Adjusted) Assets Cash and cash equivalents $ 14,638 $ - $ - $ - $ 14,638 Accounts receivable 23,673 - - - 23,673 Inventories 34,150 2,268 - 36,418 Other current assets 6,756 4,202 - 10,958 Property and equipment 26,253 - - - 26,253 Intangible assets 633,300 - (3,500 ) (b) - 629,800 Other noncurrent assets 6,818 (6,818 ) - - Goodwill 199,379 (25,764 ) 10,053 6,409 (c) 190,077 Deferred tax asset 8,407 - (6,814 ) (d) - 1,593 Total assets acquired 953,374 (26,112 ) (261 ) 6,409 933,410 Liabilities Current liabilities 64,518 503 499 - 65,520 Deferred tax liabilities 77 - (77 ) - - Other long-term liabilities 4,563 - (683 ) - 3,880 Total liabilities acquired 69,158 503 (261 ) - 69,400 Non-controlling interest 5,624 - - - 5,624 Total purchase price $ 878,592 $ (26,615 ) $ - $ 6,409 $ 858,386 ( a) See Note 19. (b) As a result of additional information obtained about certain assumptions used in the valuation of the destination resort agreements and licensing agreement, the Company recorded measurement period adjustments during the third quarter of fiscal 2019 which resulted in a net increase to Goodwill (c) Increase in cash consideration of $6.4 million due to working capital adjustments. (d) Approximately $3.8 million related to the forfeiture of U.S. federal operating loss carry forwards forfeited as a result of change of ownership in the Business Combination and tax effect of adjustments in acquired assets and liabilities The Company recorded identifiable intangible assets of $629.8 million related to retail concession agreements, destination resort agreements, a trade name and a licensing agreement. Retail concession agreements and destination resort agreements were valued through application of the multi-period excess earnings method. Under this method, revenues, operating expenses and other costs associated with these agreements were estimated in order to derive cash flows attributable to the existing agreements. The resulting cash flows were then discounted to present value at rates reflective of the risk and return expectations of the agreements to arrive at the fair value of the agreements as of the Business Combination Date. The Company has determined the estimated useful lives of the retail concession agreements and destination resort agreements based on the projected economic benefits associated with these interests. The trade name and licensing agreement were valued through application of the relief from royalty method. 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 value at rates reflective of the risk and return expectations of the interests to derive their respective fair values as of the Business Combination Date. The Company has determined that the trade name is expected to have an indefinite useful life while the licensing agreement life is estimated based on the projected economic benefits associated with this interest. Identifiable intangible assets consist of the following (in thousands): Fair Value Retail concession agreements $ 604,700 Destination resort agreements 17,900 Trade name 6,200 Licensing agreement 1,000 $ 629,800 Property and equipment acquired was based on the fair value of such assets determined using the trending method of the cost approach. The fair value of the inventory was determined through use of the replacement cost approach. Goodwill represents the excess of the total purchase consideration over the fair value of the underlying net assets, largely arising from the workforce and extensive distribution network that has been established by OSW Predecessor. The majority of goodwill is not deductible for income tax purposes. Goodwill of $174.2 million and $15.9 million was assigned to the Maritime and Destination Resorts reporting units, respectively, based on expected benefits from the combination as of the Business Combination Date. Noncontrolling interest was based on the fair value using a discounted cash flow method of the income approach. The following information represents the unaudited supplemental pro forma results of the Company’s condensed consolidated statement of operations as if the Business Combination occurred on January 1, 2018, after giving effect to certain adjustments, including depreciation and amortization of the assets acquired and liabilities assumed based on their estimated fair values and changes in interest expense resulting from changes in debt (in thousands): Year Ended December 31, 2019 Year Ended December 31, 2018 Revenues $ 562,233 $ 540,778 Net income (loss) $ (26,289 ) $ 13,743 The pro forma information does not purport to be indicative of what the Company’s results of operations would have been if the Business Combination had in fact occurred at the beginning of the period presented and is not intended to be a projection of the Company’s future results of operations. Financial information prior to the Business Combination Date is referred to as “Predecessor” company information, which reflects the combined financial statements of OSW prepared using OSW’s previous combined basis of accounting. The financial information beginning March 20, 2019 is referred to as “Successor” company information and reflects the consolidated financial statements of OneSpaWorld, including the financial statement effects of recording fair value adjustments and the capital structure resulting from the Business Combination. Black lines have been drawn to separate the Successor’s financial information from that of the Predecessor since their financial statements are not comparable as a result of the application of acquisition accounting and the Company’s capital structure resulting from the Business Combination. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands, except useful life): As of December 31, 2019 2018 Successor Predecessor Useful Life in years Consolidated Combined Furniture and fixtures 5 – 7 $ 2,501 $ 4,735 Computers and equipment 3 – 8 7,216 7,127 Leasehold improvements Shorter of remaining lease term or useful life 19,467 24,665 29,184 36,527 Less: Accumulated depreciation and amortization (6,443 ) (20,288 ) $ 22,741 $ 16,239 Depreciation and amortization expense for the periods from March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 19, 2019 (Predecessor), for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor) were $6.4 million, $1.2 million, $6.5 million and $6.3 million, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Finite Lived Intangible Assets Net [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets As a result of the Business Combination on March 19, 2019, and the related application of acquisition accounting, the Company completed an initial preliminary valuation of goodwill as of that date of $199.4 million. As of December 31, 2019 (Successor), goodwill was adjusted to $190.1 million, a decrease of $9.3 million (see Note 3). Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of December 31, 2019 (Successor) (in thousands, except amortization period): Successor: Cost Accumulated Amortization Net Balance Amortization Period (in years) Retail concession agreements $ 604,700 $ (12,165 ) $ 592,535 39 Destination resort agreements 17,900 (907 ) 16,993 15 Trade name 6,200 - 6,200 Indefinite-life Licensing agreement 1,000 (91 ) 909 8 $ 629,800 $ (13,163 ) $ 616,637 The following is a summary of the Company’s intangible assets as of December 31, 2018 (Predecessor) (in thousands, except amortization period): Predecessor: Cost Accumulated Amortization Net Balance Amortization Period (in years) Retail concession agreements $ 130,000 $ (10,210 ) $ 119,790 36 Destination resort agreements 7,300 (573 ) 6,727 36 Trade name 5,000 - 5,000 Indefinite-life $ 142,300 $ (10,783 ) $ 131,517 The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Amortization expense for the periods from March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 19, 2019 (Predecessor), for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor) was $13.2 million, $0.8 million, $3.5 million and $3.5 million, respectively. Amortization expense is estimated to be $16.8 million in each of the next five years beginning in 2020. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consisted of the following (in thousands): As of December 31, 2019 2018 Successor Predecessor Consolidated Combined Operative commissions $ 4,194 $ 4,663 Minimum cruise line commissions 4,164 5,648 Payroll and bonuses 2,566 5,037 Interest 339 2,513 Other 12,312 9,350 $ 23,575 $ 27,211 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 7. Long-term Debt Long-term debt consisted of the following (in thousands, except interest rate): As of December 31, 2019 2018 Interest Rate December 31, Maturities Through Successor Predecessor 2019 2018 Consolidated Combined First lien term loan facility 5.5% 2026 $ 202,457 $ - Second lien term loan facility 9.3% 2027 25,000 - Term credit agreement 9.6% - 356,140 Total Debt 227,457 356,140 Less: unamortized debt Issuance cost (6,050 ) (3,700 ) Total debt, net of unamortized debt Issuance cost $ 221,407 $ 352,440 Successor: On March 19, 2019, the Company entered into (i) senior secured first lien credit facilities (the “First Lien Credit Facilities”) with Goldman Sachs Lending Partners LLC, as administrative agent, and certain lenders, consisting of (x) a term loan facility of $208.5 million (of which $20 million was borrowed by a subsidiary of the Company) (the “First Lien Term Loan Facility”), (y) a revolving loan facility of up to $20 million (the “First Lien Revolving Facility”) and (z) a delayed draw term loan facility of $5 million (the “First Lien Delayed Draw Facility”), and (ii) a senior secured second lien term loan facility of $25 million with Cortland Capital Market Services LLC, as administrative agent, and Neuberger Berman Alternative Funds, Neuberger Berman Long Short Fund, as lender. (the “Second Lien Term Loan Facility” and, together with the First Lien Term Loan Facility, the “Term Loan Facilities”; the New Term Loan Facilities, together with the First Lien Revolving Facility and the First Lien Delayed Draw Facility, are referred to as the “New Credit Facilities”). The First Lien Revolving Facility includes borrowing capacity available for letters of credit up to $5 million. Any issuance of letters of credit reduces the amount available under the New First Lien Revolving Facility. The First Lien Term Loan Facility matures seven years after March 19, 2019, the First Lien Revolving Facility matures five years after March 19, 2019 and the Second Lien Term Loan Facility matures eight years after March 19, 2019. Loans outstanding under the First Lien Credit Facilities will accrue interest at a rate per annum equal to LIBOR plus a margin of 4.00%, with one step down to 3.75% upon achievement of a certain leverage ratio, and undrawn amounts under the First Lien Revolving Facility will accrue a commitment fee at a rate per annum of 0.50% on the average daily undrawn portion of the commitments thereunder, with one step down to 0.325% upon achievement of a certain leverage ratio. Loans outstanding under the Second Lien Term Loan Facility will accrue interest at a rate per annum equal to LIBOR plus 7.50%. The obligations under the New Credit Facilities are guaranteed by the Company and each of its direct or indirect wholly-owned subsidiaries organized under the laws of the United States and the Commonwealth of The Bahamas, in each case, other than certain excluded subsidiaries, including, but not limited to, immaterial subsidiaries, non-profit subsidiaries, and any other subsidiary with respect to which the burden or cost of providing a guarantee is excessive in view of the benefits to be obtained by the lenders therefrom. The Term Loan Facilities require the Company to make certain mandatory prepayments, with (i) 100% of net cash proceeds of all non-ordinary course asset sales or other dispositions of property, subject to the ability to reinvest such proceeds and certain other exceptions, and subject to step downs if certain leverage ratios are met and (ii) 100% of the net cash proceeds of any debt incurrence, other than debt permitted under the definitive agreements (but excluding debt incurred to refinance the New Credit Facilities). The Company also is required to make quarterly amortization payments equal to 0.25% of the original principal amount of the First Lien Term Loan Facility commencing after the first full fiscal quarter after the closing date of the New Credit Facilities (subject to reductions by optional and mandatory prepayments of the loans). The Company may prepay (i) the First Lien Credit Facilities at any time without premium or penalty, subject to payment of customary breakage costs and a customary “soft call,” and (ii) the Second Lien Term Loan Facility at any time without premium or penalty, subject to a customary make-whole premium for any voluntary prepayment prior to the date that is 30 months following the closing date of the New Credit Facilities (the “Callable Date”), following by a call premium of (x) 4.00% on or prior to the first anniversary of the Callable Date, (y) 2.50% after the first anniversary but on or prior to the second anniversary of the Callable Date, and (z) 1.50% after the second anniversary but on or prior to the third anniversary of the Callable Date. The First Lien Revolving Facility contains a financial covenant and the New Credit Facilities contain a number of traditional negative covenants including negative covenants related to the following subjects: consolidations, mergers, and sales of assets; limitations on the incurrence of certain liens; limitations on certain indebtedness; limitations on the ability to pay dividends; and certain affiliate transactions. The New Credit Facilities also contain certain customary representations and warranties, affirmative covenants and events of default. 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. As of December 31, 2019, the company was in Compliance with all of the covenants contained in the New Credit Facilities. The Following are scheduled principal repayments on long-term as of December 31, 2019 for each of the next five years (in thousands): Year Amount 2020 $ - 2021 - 2022 1,776 2023 2,085 2024 2,085 Thereafter Total 221,511 $ 227,457 Borrowing Capacity: As of December 31, 2019, the Company had the ability to borrow under the First Lien Revolving Facility as follows (in thousands): Borrowing Capacity Amount Borrowed First Lien Revolving Facility $ 20,000 $ - Predecessor: On January 11, 2018, the Company entered into an assignment and assumption of third-party debt (the “Term Credit Agreement”) of $356.2 million from the Parent with a maturity date on December 9, 2021. Long-term debt is presented net of related unamortized deferred financing costs of $3.7 million on the condensed combined balance sheet as of December 31, 2018. The interest rate on the Term Credit Agreement was based on (at the Parent’s election) either LIBOR plus a predetermined margin that ranged from 7.00% to 7.50%, or the base rate as defined in the Term Credit Agreement plus a predetermined margin that ranged from 6.00% to 6.50%, in each case based on the Parent’s consolidated total leverage ratio. At December 31, 2018, the Parent elected the LIBOR rate and the applicable margin was 7.25% per annum. In connection with the Term Credit Agreement, the Company entered into pledge and security agreements with the applicable lenders as collateral agent, pledging substantially all of its assets as collateral. On March 1, 2019, all amounts due under the Term Credit Agreement were paid off in full by the Parent on behalf of OSW. This resulted in a loss on extinguishment of debt to OSW of $3,413,000, representing the write-off of unamortized deferred financing costs, which is recorded in other income (expense) in the accompanying condensed combined statements of operations for the period from January 1, 2019 to March 19, 2019 (Predecessor). |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | 8. Equity Common Shares The Company is authorized to issue 250,000,000 common shares with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2019, there were 61,119,398 shares of OneSpaWorld common stock issued and outstanding. Dividends Declared Per Common Share In November 2019, the Company adopted an annual cash dividend program and declared an initial quarterly payment of $0.04 per common share. We adopted a cash dividend program in November 2019, with an initial quarterly cash dividend payment of $0.04 per common share. However, as a result of the impact of the coronavirus outbreak on our business, our board of directors re-evaluated our current dividend program and has determined that in order to increase our financial flexibility and reallocate our capital resources, to defer the previously authorized and declared quarterly dividend to be paid on May 29, 2020 and to temporarily suspend the dividend program until further notice. Deferred Shares As part of the equity consideration transferred in the Business Combination on March 19, 2019, Steiner and Haymaker Sponsor, LLC (“Haymaker Sponsor”) received deferred shares which provided the right to receive 5,000,000 and 1,600,000 OneSpaWorld common stock, respectively. The issuance of the OneSpaWorld common shares related to the Deferred Shares is contingent upon the earliest occurrence of any of the following events: (i) OneSpaWorld share price reaching $20 per share for five consecutive trading dates, as adjusted to reflect any stock split, reverse stock split, stock dividend, payment of dividends and other events as defined in the applicable Deferred Shares agreement, (ii) in the event of a change of control, as defined, of the Company if the price per share paid in connection with such change in control is equal to or greater than $20; however, if the price per share paid in connection with such change in control is less than $20, then no OneSpaWorld common shares will be issued and all the rights to receive the shares will be forfeited for no consideration, and (iii) ten years from the date of the Business Combination agreement. Public Warrants Each whole Public Warrant is exercisable to purchase one share of common stock and only whole warrants are exercisable (See Note 1). The Public Warrants became exercisable 30 days after the completion of the Business Combination. Each whole Public Warrant entitles the holder to purchase one share of OneSpaWorld common stock at an exercise price of $11.50. For the period from March 20, 2019 to December 31, 2019 (Successor Period), 1,100 Public Warrants were converted into 1,100 OneSpaWorld common shares. As of December 31, 2019, 24,498,900 Public Warrants were issued and outstanding. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of OneSpaWorld common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless the holder purchases at least two units, the holder will not be able to receive or trade a whole warrant. The warrants will expire five years after the date of the Business Combination or earlier upon redemption or liquidation. The Company filed with the Securities and Exchange Commission (“SEC”) a registration statement for the registration, under the Securities Act, of the shares of OneSpaWorld common stock issuable upon exercise of the warrants. This registration statement has since been declared effective by the SEC. The Company will use its reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. Private Placement Warrants Certain investors (the “Investors”) purchased an aggregate of 3,105,294 Private Placement Warrants at a price of $1.00 per whole warrant in a private placement that occurred simultaneously with the closing of the Business Combination. Each whole Private Placement Warrant is exercisable for one whole share of OneSpaWorld common stock at a price of $11.50 per share. The proceeds from the purchase of the Private Placement Warrants was used to fund a portion of the cash payment payable in connection with the consummation of the Business Combination. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Investors or their permitted transferees. The Private Placement Warrants (including the OneSpaWorld common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the Business Combination and they will not be redeemable so long as they are held by the Investors or their permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis the Public Warrants. If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of OneSpaWorld common stock equal to the quotient obtained by dividing (x) the product of the number of shares of OneSpaWorld common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. |
Stock-Based Employee Compensati
Stock-Based Employee Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Employee Compensation | 9. Stock-Based Employee Compensation Successor: 2019 Equity Incentive Plan and Stock-Based Compensation The Company’s board of directors approved the 2019 Equity Incentive Plan (the “2019 Plan”) on March 18, 2019 and the Company’s shareholders approved the 2019 Plan on March 18, 2019. The purpose of the 2019 Plan is to make available incentives that will assist the Company to attract, retain, and motivate employees, including officers, consultants and directors. The Company may provide these incentives through the grant of share options, share appreciation rights, restricted shares, restricted share units, performance shares and units and other cash-based or share-based awards. The Equity Plan provides participants an option to defer compensation on a tax-deferred basis. Awards may be granted under the 2019 Plan to OneSpaWorld employees, including officers, directors or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. A total of 7,000,000 OneSpaWorld Shares have been authorized and reserved for issuance under the 2019 Plan. Non-cash stock-based compensation expense is included within general and administrative expense in the consolidated statements of operations. Share-based payments, to the extent they are compensatory, are recognized based on their grant date fair values. Forfeitures are recorded as they occur. On March 26, 2019 (the “Grant Date”), a total of 4,547,076 options were granted by the Company under the 2019 Plan to executive officers of the Company. The options have an exercise price of $12.99 and expire on the sixth anniversary of the Grant Date. The options were 100% vested on the Grant Date. The options become exercisable upon the five day volume weighted average price of OneSpaWorld common shares reaching $20.00 per share. The Grant Date fair value of the option was $4.48, resulting in stock-based compensation of $20,370,900 being recognized by the Company in the period from March 20, 2019 to December 31, 2019 (Successor) in accordance with ASC Topic 718, Compensation – Stock Compensation Hurdle price per share $ 20.00 Strike price per share $ 12.99 Average period for hurdle price, in days 5 End of simulation term 3/26/2025 Term of simulation 6.00 years Stock price as of the Measurement Date $ 12.99 Volatility 37.5 % Risk-free rate (continuous) 2.2 % Dividend yield (quarterly after 3 years) 3.0 % Suboptimal exercise multiple 2.8x Stock Option Activity Stock option activity and information about stock options outstanding are summarized in the following table: Number of Options Weighted- Average Exercise Price Weighted-Average Grant Date Fair Value Outstanding at March 20, 2019 - $ - $ - Granted 4,547,076 12.99 4.48 Exercised - - - Canceled - - - Outstanding at December 31, 2019 4,547,076 12.99 4.48 Vested at December 31, 2019 4,547,076 $ 12.99 $ 4.48 As of December 31, 2019, there was no unrecognized compensation cost related to the share options granted under the plan. No share options were granted during the two years ended December 31, 2018 and during the period from January 1, 2019 to March 19, 2019 (Predecessor). Restricted Share Units Restricted share units become unrestricted common stock upon vesting on a one-for-one basis. The cost of these awards is determined using the fair value of our common stock on the date of the grant, and compensation expense is recognized over the vesting period. On July 30, 2019, the Company granted the board of directors a total of 60,902 OneSpaWorld Restricted Stock Units (“RSU’s”) as compensation for future service. The RSU’s fully vest at the completion of the one-year period commencing from the date of grant and had an estimated grant-date fair value of $1.0 million. Restricted stock activity is summarized in the following table: Restricted Share Units Activity Number of Awards Weighted-Average Grant Date Fair Value Non-Vested share units as of March 20, 2019 - $ - Granted 60,902 15.60 Vested - - Canceled - - Non-Vested share units as of December 31, 2019 60,902 $ 15.60 The Company recognized stock-based compensation expense of $0.4 million for the Period from March 20, 2019 through December 31, 2019 (Successor) related to the RSU’s, which is included as a component of salary and payroll taxes in the accompanying consolidated statement of operations. As of December 31, 2019, The Company had $0.6 million of total unrecognized compensation expense related to restricted stock award grants, which will be recognized over the weighted-average period of seven months. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 10. Noncontrolling Interest The Company had a 60% controlling interest and a third party has a 40% noncontrolling interest of Medispa Limited, a Bahamian entity that is a subsidiary of the Company. The operations of MediSpa Limited relate to the delivery of non-invasive aesthetic services, provision of related services, and the sale of related products onboard passenger cruise ships and at hotel and resort spas outside the tax jurisdiction of the U.S. As of December 31, 2019 (Successor) and 2018 (Predecessor), the noncontrolling interest was $8.1 million and $3.6 million, respectively. See Note 20 for details on the Company’s Subsequent purchase of the noncontrolling interest. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 11. Revenue Recognition The Company's revenue generating activities include the following: Service Revenues Service revenues consist primarily of sales of health, wellness and beauty services, including a full range of massage treatments, facial treatments, nutritional/weight management consultations, teeth whitening, mindfulness services and medi-spa services to cruise ship passengers and destination resort guests. Each service or consultation represents a separate performance obligation and revenues are generally recognized immediately upon the completion of our service. Given the short duration of our performance obligation, although some services are recognized over time, there is no difference in the timing of recognition. Product Revenues Product revenues consist primarily of sales of health and wellness products, such as facial skincare, body care, hair care, orthotics and nutritional supplements to cruise ship passengers, destination resort guests and timetospa.com erformance obligations are satisfied and revenue is recognized when the customer obtains control of the product, which occurs either at the point of sale for retail sales and at the time of shipping for Shop & Ship and timetospa.com product sales. The Company provides no warranty on products sold. Shipping and handling fees charged to customers are included in net sales. Gift Cards The Company only offers no-fee, non-expiring gift cards to its customers. At the time gift cards are sold, no revenue is recognized; rather, the Company records a contract liability to customers. The liability is relieved, and revenue is recognized equal to the amount redeemed at the time gift cards are redeemed for products or services. The Company records revenue from unredeemed gift cards (breakage) in net sales on a pro-rata basis over the time period gift cards are redeemed. At least three years of historical data, updated annually, is used to determine actual redemption patterns. The liability for unredeemed gift cards is included in “Other current liabilities” on the Company's consolidated and combined balance sheets and was $0.8 million and $0.9 million as of December 31, 2019 and 2018, respectively. Customer Loyalty Rewards Program The Company initiated a customer loyalty program during October 2019 in which customers earn points based on their spending on timetospa.com Contract Balances (in thousands) Receivables from the Company’s contracts with customers are included within accounts receivables, net. Such amounts are typically remitted to us by our cruise line or destination resort partners, except for online sales, and are net of commissions they withhold. Although paid by our cruise line partners, customers are typically required to pay with major credit cards, reducing our credit risk to individual customers. Amounts are billed immediately, and our cruise line and destination resort partners typically remit payments to us within 30 days. As of December 31, 2019 and 2018, our receivables from contracts with customers were $30,513 and $25,352, respectively. Our contract liabilities for gift cards and customer loyalty programs are described above and have increased primarily due to advance payments for gift cards and been reduced for redemptions. Disaggregation of Revenue and Segment Reporting The Company operates facilities on cruise ships and in destination resorts, where we provide health and wellness, fitness and beauty services and sell related products. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, products, services, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief executive officer, who is the Company’s chief operating decision maker (CODM), in determining how to allocate the Company’s resources and evaluate performance. The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 Service Revenues: Maritime $ 308,090 $ 81,170 $ 368,498 $ 342,388 Destination resorts 31,703 10,110 42,429 41,298 Total service revenues 339,793 91,280 410,927 383,686 Product revenues: Maritime 99,308 25,794 123,761 114,368 Destination resorts 2,003 633 2,524 2,835 Timetospa.com 2,677 745 3,566 5,796 Total product revenues 103,988 27,172 129,851 122,999 Total revenues $ 443,781 $ 118,452 $ 540,778 $ 506,685 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes (Loss) Successor Predecessor Consolidated Combined Year Ended December 31, March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 U.S. $ (19,901 ) $ 115 $ 2,871 $ 3,047 Foreign 7,546 (24,787 ) 11,960 35,442 $ (12,355 ) $ (24,672 ) $ 14,831 $ 38,489 The income tax (benefit) expense consist of the following (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 U.S. Federal $ (340 ) $ (39 ) $ 461 $ 3,919 U.S. State 89 57 159 267 Foreign 131 91 468 1,077 (120 ) 109 1,088 5,263 Current 523 118 1,089 1,913 Deferred (643 ) (9 ) (1 ) 3,350 $ (120 ) $ 109 $ 1,088 $ 5,263 A reconciliation of the difference between the expected income tax (benefit) expense using the U.S. federal tax rate and our actual provision is as follows (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 Provision using statutory U.S. federal tax rate $ (2,594 ) $ (5,162 ) $ 3,114 $ 13,471 Foreign rate differential (1,759 ) 4,780 (1,730 ) (11,222 ) Rate change on deferred - - - 2,652 State taxes 89 - 126 277 Change in valuation allowance 4,093 - (439 ) (396 ) Permanent differences 168 346 141 71 Uncertain tax position - - (68 ) 487 Other (117 ) 145 (56 ) (77 ) Total $ (120 ) $ 109 $ 1,088 $ 5,263 The difference between the expected provision for income taxes using the 21% U.S. federal income tax rate for 2019 (Successor and Predecessor) and 2018 (Predecessor) and a 35% U.S. federal income tax rate for 2017 (Predecessor), and the Company’s actual provision is primarily attributable to the change in valuation allowance, foreign rate differential including income earned in jurisdictions not subject to income taxes, and, for the year ended December 31, 2017, the effect of the change in the U.S. corporate income tax rate on the Company’s net U.S. deferred tax assets. A reconciliation of the beginning and ending amounts of uncertain tax positions, excluding interest and penalties, is as follows (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 Beginning balance $ 1,663 $ 1,697 $ 1,781 $ 1,559 Gross (decreases) increases—prior period tax position - (34 ) (84 ) 222 Ending balance $ 1,663 $ 1,663 $ 1,697 $ 1,781 As of December 31, 2019 and 2018, the Company accrued $3.9 The Company classifies interest and penalties on uncertain tax positions as a component of provision for income taxes in the combined statements of operations. Accrued interest and penalties related to uncertain tax positions amounted to $2.2 million as of December 31, 2019 and 2018 and are included in income tax contingency in the accompanying consolidated and combined balance sheets. Deferred income taxes consist of the following (in thousands): As of December 31, As of December 31, 2019 2018 Successor Predecessor Consolidated Combined Deferred income tax assets: Stock options $ 4,807 $ - Inventory reserves 36 41 Allowance for doubtful accounts 8 8 Depreciation and amortization 1,274 3,731 Other reserves and accruals 144 277 Gift certificates 185 208 Net operating losses 749 - Total deferred income tax assets 7,203 4,265 Less valuation allowance (5,157 ) - Deferred income tax asset, net $ 2,046 $ 4,265 Deferred income tax liability $ (375 ) $ - Net deferred income tax asset $ 1,671 $ 4,265 The valuation allowance increased by $5.2 million in 2019, primarily stemming from the assessment of realizability of the deferred tax asset related to U.S. stock compensation. As of December 31, 2019, we had approximately $3.7 million of foreign tax operating loss carryforwards expiring as follows (in millions): Expires 2020 $ 0.4 2021 0.6 2022 0.3 2023 0.5 2024 0.5 2026 0.3 2027 0.2 2028 0.2 Indefinite 0.7 Total $ 3.7 As the Company accounts for income taxes under the separate return method for the predecessor period, the combined statements of equity for period from January 1, 2019 to March 19, 2019 (Predecessor) and years ended December 31, 2018 (Predecessor) and 2017 (Predecessor) include $0.03 million, $1.2 million, $1.0 million, respectively, of current income taxes payable that were included in net Parent investment, as such income taxes are not actually owed to the tax authorities. The Company is subject to routine audits by U.S. federal, state, local and foreign tax authorities. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. The tax years 2015-2019 remain subject to examination by taxing authorities throughout the world in major jurisdictions, such as the U.S. and Italy. In November 2016, the Company was notified by a foreign tax authority of a disagreement over how the withholding tax exemption was applied on dividend distributions. On February 17, 2017, the Company received a formal assessment related to this matter. The Company is disputing the assessment and believes that adequate accrual has been established for this matter. The Company has included $(0.1) million and $0.5 million of unrecognized tax benefit in the provision for income taxes for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor), respectively, which comprises the impact of foreign exchange movements on the income tax contingency accrual. U.S. Tax Reform On December 22, 2017, the U.S. enacted significant changes to tax law following the passage and signing of The Tax Cuts and Jobs Act (“TCJA”). The Company has completed the analysis of the tax accounting implications of the TCJA during the year ended December 31, 2018 in accordance with the terms of SEC Staff Bulletin 118. The Company did not record any adjustments in the year ended December 31, 2018 to provisional amounts that were material to its combined financial statements. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | 13. Commitment and Contingencies Cruise Line Agreements A large portion of the Company’s revenues are generated on cruise ships. The Company has entered into agreements of varying terms with the cruise lines under which services and products are paid for by cruise passengers. These agreements provide for the Company to pay the cruise line commissions for use of their shipboard facilities, as well as fees for staff shipboard meals and accommodations. These commissions are based on a percentage of revenue, a minimum annual amount, or a combination of both. Some of the minimum commissions are calculated as a flat dollar amount while others are based upon minimum passenger per diems for passengers actually embarked on each cruise of the respective vessel. Staff shipboard meals and accommodations are charged by the cruise lines on a per staff per day basis. The Company recognizes all expenses related to cruise line commissions, minimum guarantees, and staff shipboard meals and accommodations, generally, as they are incurred and includes such expenses in cost of revenues and operating expenses in the accompanying consolidated and combined statements of operations. For cruises in process at period end, an accrual is made to record such expenses in a manner that approximates a pro-rata basis. In addition, staff-related expenses such as shipboard employee commissions are recognized in the same manner. Pursuant to agreements that provide for minimum commissions, the Company guaranteed total minimum payments to cruise line (excluding payments based on minimum amounts per passenger per day of a cruise applicable to certain ships served by us) the following amounts as of December 31, 2019 (in thousands): Year Amount 2020 $ 122,216 2021 — $ 122,216 The total minimum payment guarantee amounts referenced in the above calculation does not take into account cancelled cruise voyages. Such cancelled voyages would not be subject to guaranteed minimum payments to the cruise line. Revenues from passengers of each of the following cruise line companies accounted for more than ten percent of the Company’s total revenues in 2019 periods from March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 19, 2019 (Predecessor) and the years ended December 31, 2018 (Predecessor), and 2017 (Predecessor), respectively: Carnival (including Carnival, Carnival Australia, Costa, Cunard, Holland America, P&O, Princess and Seabourn cruise lines): 46.7%, 46.7%, 48.5%, and 48.6% ; Royal Caribbean (including Royal Caribbean, Pullmantur, Celebrity, Azamara and Silversea cruise lines): 22.7%, 24.6%, 21.0% and 20.8% ; and Norwegian Cruise Line (including Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises) 15.2%, 12.9%, 13.8% and 13.0%. Operating Leases The Company leases office and warehouse space, as well as office equipment and automobiles, under operating leases. The Company also makes certain payments to the owners of the venues where destination resort health and wellness centers are located. Destination resort health and wellness centers generally require rent based on a percentage of revenues. In addition, as part of the rental arrangements for some of the destination resort health and wellness centers, the Company is required to pay a minimum annual rental regardless of whether such amount would be required to be paid under the percentage rent arrangement. Substantially all of these arrangements include renewal options ranging from three to five years. Rent expense consist of (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 Minimum rentals $ 5,173 $ 1,573 $ 7,087 $ 6,873 Contingent rentals 2,039 689 2,450 1,949 $ 7,212 $ 2,262 $ 9,537 $ 8,822 Minimum annual commitments under operating leases at December 31, 2019 are as follows (in thousands): Year Amount 2020 $ 3,581 2021 3,184 2022 2,857 2023 2,496 2024 2,550 Thereafter 11,850 $ 26,518 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) by Component | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders Equity Note [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | 14. Changes in Accumulated Other Comprehensive Income (Loss) by Component The following table presents the changes in accumulated other comprehensive income (loss) by component for the period March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 19, 2019 (Predecessor) and the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor), respectively (in thousands): Successor Predecessor Accumulated Other Comprehensive Income (Loss) for the Period March 20, 2019 to December 31, 2019 Accumulated Other Comprehensive Income (Loss) for the period from January 1, 2019 to March 19, 2019 (2) Accumulated Other Comprehensive Income (Loss) for the year ended December 31, (2) 2018 2017 Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Foreign Currency Translation Adjustments Foreign Currency Translation Adjustments Foreign Currency Translation Adjustments Accumulated other comprehensive loss, beginning of the period $ - $ - $ - $ (649 ) $ (356 ) $ (725 ) Other comprehensive (loss) income before reclassifications (183 ) 1,109 926 (165 ) (293 ) 369 Amounts reclassified from accumulated other comprehensive income (loss) - (207 ) (207 ) - - - Net current period other comprehensive (loss) income (183 ) 902 719 (165 ) (293 ) 369 Ending balance $ (183 ) $ 902 $ 719 $ (814 ) $ (649 ) $ (356 ) (1) See Note 15. (2) For the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor), the only component of other comprehensive income (loss) was foreign currency translation adjustments. |
Fair Value Measurements and Der
Fair Value Measurements and Derivatives | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Derivatives | 15. Fair Value Measurements and Derivatives Fair Value Measurements The Company’s outstanding long-term debt as of December31, 2019 (Successor) was recently originated and bears variable interest rates. As a result, the Company believes that the fair value of long-term debt as of December 31, 2019 approximates its carrying amount. The fair value of outstanding long-term debt as of December 31, 2018 (Predecessor) is estimated at $372.2 million 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. Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands): Fair Value Measurements at December 31, 2019 Using Description Balance Sheet Location Total Level 1 Level 2 Level 3 Assets: Derivative financial instruments (1) Other current assets $ 250 $ - $ 250 $ - Derivative financial instruments (1) Other non-current assets 652 - 652 - Total Assets 902 - 902 - Liabilities: Derivative financial instruments (1) - - - - Total Liabilities $ - $ - $ - $ - (1) Consists of an interest rate swap. Derivatives Successor: Market risk associated with the Company’s long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. The Company assesses whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of its hedged forecasted transactions. The Company uses regression analysis for this hedge relationship and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. The Company classifies derivative instrument cash flows from hedges of benchmark interest rate as operating activities due to the nature of the hedged item. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. The Company monitors concentrations of credit risk associated with financial and other institutions with which the Company conducts significant business. Credit risk, including but not limited to, counterparty nonperformance under derivatives, is not considered significant, as the Company primarily conducts business with large, well-established financial institutions with which the Company has established relationships, and which have credit risks acceptable to the Company. The Company does not anticipate non-performance by its counterparty. The amount of the Company’s credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position. In September 2019, the Company entered into a floating-to-fixed interest rate swap agreement to make a series of payments based on a fixed interest rate of 1.457% and receive a series of payments based on the greater of 1 Month USD LIBOR or Strike which is used to hedge the Company’s exposure to changes in cash flows associated with its variable rate Term Loan Facilities and has designated this derivative as a cash flow hedge. Both the fixed and floating payment streams are based on a notional amount of $174.7 million at the inception of the contract. The interest rate swap agreement has a maturity date of September 19, 2024. As of December 31, 2019, the notional amount is $173.9 million. 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 $0.2 million of income from accumulated other comprehensive income (loss) into interest expense within the next twelve months. The fair value of the interest rate swap contract is measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observable market interest rate curves. The interest rate swap contract was categorized as Level 2 in the fair value hierarchy. The Company is not required to post cash collateral related to this derivative instrument. The effect of the interest rate swap contract designated as cash flows hedging instrument on the condensed consolidated financial statements was as follows (in thousands): Derivative Amount of Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain Reclassified From Accumulated Other Comprehensive Income (Loss) into Income Amount of Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income March 20, 2019 to December 31, 2019 March 20, 2019 to December 31, 2019 Interest rate swap $ 1,109 Interest expense $ 207 Total $ 1,109 $ 207 Predecessor: During the year ended December 31, 2018 and for the period from January 1, 2019 to March 19, 2019, the Company did not enter into or transact any derivative contracts, nor did the Company have any derivative contracts outstanding as of December 31, 2018. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 16. Transactions with Related Parties Successor: One Spa World LLC, a subsidiary of OneSpaWorld, entered into a transition services agreement, concurrent with the closing of the Business Combination, with Steiner Management Services, LLC (“SMS”), which became effective at the time of the closing. This agreement provides for the provision by SMS and its affiliates and third-party providers of certain services, including accounting, information technology and legal services, to certain subsidiaries of OneSpaWorld until December 31, 2020 in exchange for approximately $360,000. Predecessor: OSW Predecessor entered into an Executive Services Agreement, concurrent with the closing of the Business Combination, with Nemo Investor Aggregator, Limited, the parent company of Steiner Leisure, which became effective at the time of the closing. The agreement provides that after the closing of the Business Combination, Leonard Fluxman and Stephen Lazarus are to be made available to provide certain transition services to Nemo, until December 31, 2020 in exchange for $850,000. The Company purchases beauty products from former wholly-owned subsidiaries of the Parent through March 1, 2019 for resale to its customers. In 2017, the Company entered into a supply agreement with a wholly-owned subsidiary of the Parent company, which established the prices at which beauty products will be purchased by the Company from the supplier for a term of ten years. This supply agreement was subsequently amended and restated in 2018. Purchases of beauty products from related parties and cost of revenues are as follows (in thousands): Predecessor January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Purchases $ 2,026 $ 25,491 $ 20,943 $ 35,390 Cost of revenues $ 1,828 $ 22,995 $ 28,903 $ 36,114 As of December 31, 2018 , i Inventory $ 17,268 Accounts payable—related parties $ 6,553 The Company entered into a loan agreement with a wholly-owned subsidiary of the Parent, for €5.0 million on February 25, 2016. The note receivable is due in full by January 3, 2021 and bears an annual interest rate of 7.50%. The note receivable is accounted for on an amortized cost basis, and interest is recognized using the effective interest rate method. On July 27, 2018, the Parent settled the outstanding principal amount and all accrued interest under this loan agreement. This note receivable from affiliate of Parent and related unpaid accrued interest forgiven by Parent totaling approximately $6.8 million were considered contributions of capital from the Parent in the consolidated and combined financial statements of the Company. Interest income earned on the loan was $0.2 million and $0.3 million for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor), respectively, which is included in the consolidated and combined statements of operations. The Company receives services and support from various functions performed by the Parent. These expenses relate to allocations of Parent corporate overhead. Included in Salary and Payroll taxes in the combined statements of operations for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor) were $9.1 million and $9.2 million, respectively. Included in Administrative expenses in the combined statements of operations the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor) were $2.6 million and $2.5 million, respectively. Predecessor and Successor: OSW entered into a Management Agreement, dated May 25, 2018 and amended and restated October 25, 2018, with Bliss World LLC, an indirect subsidiary of Steiner Leisure, which became effective at the time of the closing of the Business Combination. The agreement provides that OSW will manage the operation of nine U.S. health and wellness centers on behalf of Bliss World LLC in exchange for approximately $1.25 million in the aggregate for the year ended December 31, 2019. Subject to certain customary early termination rights, the agreement terminates, with respect to each health and wellness center, upon expiration or termination of the respective lease for each such health and wellness center. On August 3, 2018, OSW entered into a lease of office space in Coral Gables, Florida (the “Coral Gables Lease”) with an initial lease term of twelve years and options to renew for two periods of five years each. Additionally, on August 3, 2018, OSW entered into a sublease of the Coral Gables Lease with SMS, with an initial term of five years and an annual rent amount of approximately $480,000. |
Profit Sharing Plans
Profit Sharing Plans | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Profit Sharing Plans | 17. Profit Sharing Plans Eligible employees participate in the Company’s profit sharing retirement plan (Successor and Predecessor) and a profit sharing plan of the Parent (Predecessor), which are qualified under Section 401(k) of the Internal Revenue Code. With respect to the Parent’s profit sharing retirement plan, the Company’s Parent makes discretionary annual matching contributions in cash based on a percentage of eligible employee compensation deferrals. The contribution to the plans, included in salary and payroll taxes in the consolidated and combined statements of operations, for the periods March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 19, 2019 (Predecessor), and for the years ended December 31, 2018 (Predecessor) |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 18. Segment and Geographic 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 destination resort health and wellness centers. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, products, services, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief executive officer, who is the Company’s chief operating decision maker (CODM), in determining how to allocate the Company’s resources and evaluate performance. The basis for determining the geographic information below is based on the countries in which the Company operates. The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, March 20,2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 Revenues: U.S. $ 25,950 $ 6,008 $ 27,166 $ 30,851 Not connected to a country 399,675 106,886 491,244 455,782 Other 18,156 5,558 22,368 20,052 Total $ 443,781 $ 118,452 $ 540,778 $ 506,685 As of December 31, 2019 2018 Successor Predecessor Consolidated Combined Property and equipment, net: U.S. $ 9,965 $ 6,838 Not connected to a country 6,826 2,188 Other 5,950 7,213 Total $ 22,741 $ 16,239 |
Quarterly Selected Financial Da
Quarterly Selected Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Selected Financial Data (Unaudited) | 19. Quarterly Selected Financial Data (Unaudited) (in thousands, except share and per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Successor Predecessor Predecessor Successor Predecessor Successor Predecessor Successor Predecessor Consolidated Combined Combined Consolidated Combined Consolidated Combined Consolidated Combined March 20, 2019 to March 31, 2019 January 1, 2019 to March 19, 2019 Three Months Ended March 31, 2018 Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Three Months Ended December 31, 2019 Three Months Ended December 31, 2018 Revenues $ 19,014 $ 118,452 $ 128,894 $ 140,430 $ 135,395 $ 144,901 $ 142,620 $ 139,436 $ 133,869 Operating (loss) income $ (21,276 ) $ (14,943 ) $ 11,671 $ 8,098 $ 12,399 $ 8,338 $ 12,733 $ 5,964 $ 11,718 Net (loss) Income $ (22,579 ) $ (24,781 ) $ 3,783 $ 4,559 $ 3,697 $ 3,670 $ 3,588 $ 2,115 $ 2,675 Net (loss) income attributable to common shareholders and Parent, respectively $ (22,683 ) $ (25,459 ) 2,883 $ 3,609 $ 2,653 $ 2,362 $ 2,515 $ 1,143 $ 1,835 Basic (loss) earning per share $ (0.37 ) - - $ 0.06 - $ 0.04 - $ 0.02 - Diluted (loss) earning per share $ (0.37 ) - - $ 0.05 - $ 0.03 - $ 0.01 - Basic weighted average shares outstanding 61,118,298 - - 61,118,298 - 61,118,387 - 61,119,387 - Diluted weighted average shares outstanding 61,118,298 - - 72,047,201 - 75,011,638 - 75,115,386 - Correction of Immaterial Errors The Company corrected errors that were immaterial to the previously reported condensed consolidated financial statements as of March 31, 2019. These errors were identified in connection with the preparation of our condensed consolidated financial statements for the second quarter of 2019 and our annual 2019 consolidated financial statements and relate to the period from March 20, 2019 to March 31, 2019 (Successor). As previously disclosed in the second quarter of 2019, goodwill decreased by $23.0 million due to the net effect of adjusting for (i) a decrease of $26.6 million attributable to incorrectly including as consideration transferred change in control payments pursuant to employment agreements entered into in 2016 that were earned upon consummation of the Business Combination for services rendered prior to the Business Combination for which an assumed liability had been recorded in the purchase accounting treatment of the Business Combination; (ii) a decrease of $3.2 million attributable to a receivable due from Parent for the reimbursement of cash payments made by the Company on behalf of the Parent that had not been recorded in the purchase accounting treatment of the Business Combination; and (iii) an increase of $6.8 million attributable to contract acquisition costs that had incorrectly been recorded as an intangible asset in the purchase accounting of the Business Combination. Additionally, the Company corrected for $3.7 million of accrued expenses associated with Haymaker that had not been recorded upon consummation of the Business Combination and to reclassify $0.6 million of accumulated other comprehensive loss as additional paid in capital as of March 31, 2019. The effect of correcting these errors decreased additional paid in capital and stockholders’ equity by $24.1 million and $23.5 million, respectively, as of March 31, 2019. The consolidated statement of cash flows for the period from March 20, 2019 to December 31, 2019 (Successor) has been corrected for the effect of the above referenced balance sheet adjustments and other cash flow presentation items that were corrected in the period from March 20, 2019 to March 31, 2019 (Successor). The effect of correcting i) above resulted in a $26.6 million decrease in Cash Flow Used in Investing Activities attributable to the acquisition of OSW Predecessor, which was further reduced to reflect $14.6 million of cash acquired in the Business Combination (which was previously presented as cash and cash equivalents, beginning of period). The effect of correcting iii) above resulted in a $6.8 million increase in Cash Flow Used In by Operating Activities (specifically, to decrease the change in other noncurrent assets), which was offset partially by a correction for $3.0 million associated with payment of accrued expenses. The Company also corrected the presentation of Net Proceeds From Haymaker and Institutional Investors by reducing the amount previously presented by $25.0 million, the effect of exchange rate changes on cash by reducing it by $0.6 million, and adjusted cash and cash equivalents at beginning of period to $1.7 million, which was the cash held by Haymaker at the Business Combination Date. Additionally, in the fourth quarter of 2019, goodwill decreased by $2.8 million due to the net effect of adjusting for (i) a decrease of $2.3 million attributable to understating inventory acquired at fair value in purchase accounting of the Business Combination; (ii) a decrease of $1.0 million attributable to understating prepaid expenses and other current assets that had not been recorded in purchase accounting of the Business Combination; and (iii) an increase of $0.5 million attributable to an understatement of current liabilities in the purchase accounting of the Business Combination. The Company also corrected for $3.9 million of additional accrued expenses associated with Haymaker that had not been recorded upon consummation of the Business Combination and $1.3 million of adjustments incorrectly recorded in additional paid-in capital in consolidation upon consummation of the Business Combination. The effect of correcting these errors decreased additional paid-in capital and stockholders’ equity by $5.2 million as of March 31, 2019. The corrections of these errors did not have any effect on the condensed consolidated and combined statement of operations for the interim periods previously presented as of March 31, 2019. Additionally, these errors did not have any effect on cash and cash equivalents at March 31, 2019. The corrections of these errors did not have any effect on the condensed consolidated statements of operations for any of the periods previously presented. Additionally, these errors did not have any effect on cash and cash equivalents at March 31, 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events As discussed in Note 10, the Company had a 60% controlling interest and a third party had a 40% noncontrolling interest of Medispa Limited. On February 14, 2020, the Company purchased the 40% noncontrolling interest for $12.3 million in a combination of cash and 98,753 shares of the Company’s common stock. On January 30, 2020, the World Health Organization declared the coronavirus outbreak (“COVID-19”) a “Public Health Emergency of International Concern,” and on March 10, 2020, declared COVID-19 a pandemic. The regional and global outbreak of COVID-19 has negatively impacted our operations. Quarantines, labor shortages and other disruptions, including the cancellation of cruise itineraries and the closure of resort properties, have adversely impacted our revenues, the ability to provide services, and our operating results, and may continue to have further or additional adverse impacts in the future. In addition, COVID-19 has resulted in a widespread health crisis that has adversely affected the economies and financial markets of many countries, causing an economic downturn that could affect demand for our products and services, as we have seen in recent weeks. As such, the full impact on our operations and financial condition is difficult to assess at this point in time. As of the date of this report, the extent to which the COVID-19 will impact us will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 and actions taken to contain the COVID-19 or its impact, among others. On March 24, 2020, the Company announced that it is deferring payment of its dividend declared on February 26, 2020, for payment on May 29, 2020 to shareholders of record on April 10, 2020, until the Board of Directors reapproves its payment; and withdrawing its dividend program until further notice. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Principles of Consolidation and Principles of Combination | Basis of Presentation, Principles of Consolidation and Principles of Combination Successor: The accompanying consolidated financial statements as of and for the period March 20, 2019 to December 31, 2019, includes the consolidated balance sheet and statements of operations, comprehensive income (loss), equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted pursuant to the SEC’s rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our financial position, results of operations and cash flows. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Predecessor: The combined OSW financial statements (the “OSW financial statements”) include the accounts of the wholly-owned and indirect subsidiaries of Steiner Leisure listed in Note 1 and include the accounts of a company majority-owned by OneSpaWorld Medispa (Bahamas) Limited, in which OneSpaWorld (Bahamas) Limited 100% owner of OneSpaWorld Medispa (Bahamas) Limited) had a controlling interest. The OSW condensed combined financial statements also include the accounts and results of operations associated with the timetospa.com website owned by Elemis USA, Inc. The OSW financial statements do not represent the financial position and results of operations of a legal entity but rather a combination of entities under common control of Steiner Leisure that have been “carved out” of the Steiner Leisure consolidated financial statements and reflect significant assumptions and allocations. All significant intercompany transactions and balances have been eliminated in combination. The accompanying combined OSW financial statements may not be indicative of what they would have been had OSW actually been a separate stand-alone entity. The accompanying OSW financial statements include the assets, liabilities, revenues and expenses specifically related to OSW’s operations. OSW receives services and support from various functions performed by Steiner Leisure and costs associated with these functions have been allocated to OSW. These allocations are necessary to reflect all of the costs of doing business and include costs related to certain Steiner Leisure corporate functions, including, but not limited to, senior management, legal, human resources, finance, IT and other shared services that have been allocated to OSW based on direct usage or benefit where identifiable, with the remainder allocated on a pro rata basis determined by an estimate of the percentage of time Steiner Leisure employees devoted to OSW, as compared to total time available or by the headcount of employees at Steiner Leisure corporate headquarters that are fully dedicated to the OSW entities in relation to the total employee headcount. These allocated costs are reflected in salaries and payroll taxes and administrative expenses in the accompanying condensed combined OSW statements of operations. Management considers these allocations to be a reasonable reflection of the utilization of services by or benefit provided to OSW. However, the allocations may not be indicative of the actual expenses that would have been incurred had OSW operated as an independent, stand-alone entity. Net Parent investment represents the Steiner Leisure controlling interest in the recorded net assets of OSW, specifically, the cumulative net investment by Steiner Leisure in OSW and cumulative operating results through the date presented. The net effect of the settlement of transactions between OSW, Steiner Leisure, and other affiliates of Steiner Leisure are reflected in the accompanying condensed combined statements of cash flows as a financing activity and in the condensed combined balance sheet as Net Parent investment. Certain expenses and operating costs were paid by Steiner Leisure on behalf of OSW. The Parent has paid on behalf of OSW expenses associated with the allocation of Steiner Leisure corporate overhead and costs associated with the purchase of products from related parties. Operating cash flows for the predecessor periods exclude OSW expenses and operating costs paid by Steiner Leisure on behalf of OSW. Consequently, OSW’s historical cash flows may not be indicative of cash flows had OSW actually been a separate stand-alone entity or future cash flows of OSW. As of December 31, 2018, OSW had assumed long-term debt of the Parent. Such debt was paid-off by the Parent on behalf of OSW during the Predecessor period from January 1, 2019 to March 19, 2019. Refer to Note 7 for more information on long-term debt. Management believes the assumptions and allocations underlying the accompanying combined OSW financial statements and notes to the OSW combined financial statements are reasonable, appropriate and consistently applied for the periods presented. Management believes the accompanying combined OSW financial statements reflect all costs of doing business. The accompanying OSW combined financial statements have been prepared in conformity with U.S. GAAP. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”). As modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemption from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Act) are required to comply with new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election is irrevocable. The Company has elected not to opt-out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor a non-emerging growth company, which has opted-out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash and cash equivalents with reputable major financial institutions. Deposits with these banks exceed the Federal Deposit Insurance Corporation insurance limits or similar limits in foreign jurisdictions. While the Company monitors daily the cash balances in its operating accounts and adjusts the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which the Company deposits funds fails or is subject to other adverse conditions in the financial or credit markets. To date, the Company has experienced no loss or lack of access to invested cash or cash equivalents; however, it can provide no assurance that access to invested cash and cash equivalents will not be impacted by adverse conditions in the financial and credit markets. |
Inventories | Inventories Inventories, consisting principally of beauty products, are stated at the lower of cost, as determined on a first-in, first-out basis, or market. All inventory balances are comprised of finished goods used in beauty and health and wellness services or held for resale. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs, which do not add to the value of the related assets or materially extend their original lives, are expensed as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized in a straight-line basis over the shorter of the terms of the respective leases and the estimated useful lives of the respective assets. |
Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets | Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets The Company reviews long-lived assets including property and equipment and intangible assets with finite lives for impairment whenever events or changes in circumstances indicate, based on estimated future cash flows, that the carrying amount of these assets may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (asset group) to future undiscounted cash flows expected to be generated by the asset (asset group). An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When estimating future cash flows, the Company considers: • only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group; • potential events and changes in circumstance affecting key estimates and assumptions; and • the existing service potential of the asset (asset group) at the date tested. If an asset (asset group) is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset (asset group) exceeds its fair value. When determining the fair value of the asset (asset group), the Company considers the highest and best use of the assets from a market-participant perspective. The fair value measurement is generally determined through the use of independent third-party appraisals or an expected present value technique, both of which may include a discounted cash flow approach, which reflects assumptions of what market participants would utilize to price the asset (asset group). Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Assets to be abandoned, or from which no further benefit is expected, are written down to zero at the time that the determination is made, and the assets are removed entirely from service. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired. The Company has two operating segments: (1) Maritime and (2) Destination Resorts. The Maritime and Destination Resorts operating segments each have associated goodwill, and each has been determined to be a reporting unit. Goodwill and other intangible assets with indefinite useful lives are not amortized, but rather, are tested for impairment at least annually. The Company reviews goodwill for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently. The impairment review for goodwill consists of a qualitative assessment of whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount, and if necessary, a two-step goodwill impairment test. Factors to consider when performing the qualitative assessment primarily include general economic conditions and changes in forecasted operating results. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to perform the two-step goodwill impairment test. The Company may elect to bypass the qualitative assessment and proceed directly to step one, for any reporting unit, in any period. The Company can resume the qualitative assessment for any reporting unit in any subsequent period. When performing the two-step goodwill impairment test, the fair value of the reporting unit is determined and compared to the carrying value of the net assets allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, no further analysis or write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of its net assets, the implied fair value of the reporting unit is allocated to all its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value. Identifiable intangible assets not subject to amortization are assessed for impairment using a similar process used to evaluate goodwill as described above. There was no impairment for the for the periods from March 20, 2019 to December 31, 2019 (Successor), for the period from January 1, 2019 to March 19, 2019 (Predecessor) and for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor). |
Definite-Lived Intangible Assets | Definite-Lived Intangible Assets The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Definite-Lived Intangible assets include the contracts with cruise lines and leases with hotels and resorts. Contracts with cruise lines are generally renewed every five years. The Company has the intent and ability to renew such contracts over the estimated useful lives of the assets. Costs incurred to renew contracts are capitalized and amortized to cost of revenues and operating expenses over the term of the contract. Lease agreements with hotels and resorts in which the Company operates are generally renewed every ten years. The Company had the intent and ability to renew such contracts. |
Revenue Recognition | Revenue Recognition Revenue is recognized when customers obtain control of goods and services promised by the Company. The amount of revenue recognized is based on the amount that reflects the consideration that is expected to be received in exchange for those respective goods and services. Amounts recognized are gross of commissions to cruise line or destination resort partners, which typically withhold commissions from customer payments. The Company has elected to present sales taxes on a net basis and, as such, sales taxes are excluded from revenue. Revenue is reported net of discounts and net of any estimated refund liability, which is determined based on historical experience. The Company also issues gift cards for future goods or services; revenue is recognized when they are redeemed; we also recognize revenue for breakage based on past experience for gift card amounts we expect to go unredeemed. Prior to adoption of ASC Topic 606, as discussed in Revenue Recognition Adoption of Accounting Pronouncements |
Cost of Revenues | Cost of Revenues Cost of services consists primarily of the cost of product consumed in the rendering of a service, an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines (which are derived as a percentage of service revenues or a minimum annual rent or a combination of both), an allocable portion of staff-related shipboard expenses, costs related to recruitment and training of shipboard employees, wages paid directly to destination resort employees, payments to destination resort venue owners, and health and wellness facility depreciation. Cost of products consists primarily of the cost of products sold through the Company’s various methods of distribution, an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines (which are derived as a percentage of product revenues or a minimum annual rent or a combination of both), and an allocable portion of staff-related shipboard expenses |
Shipping and Handling | Shipping and Handling Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through cost of sales as inventories are sold. Shipping and handling costs associated with the delivery of products are included in administrative expenses. The shipping and handling costs included in administrative expenses in the accompanying combined consolidated and combined statements of operations for the period from March 20, 2019 through December 31, 2019 (Successor), for the period from January 1, 2019 through March 19, 2019 (Predecessor), for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor) were $0.04 million, $0.01 million, $0.4 million and $0.5 million, respectively. |
Advertising | Advertising Substantially, all of the Company’s advertising costs are charged to expense as incurred, except costs that result in tangible assets, such as brochures, which are recorded as prepaid expenses and charged to expense as consumed. Advertising expenses included in cost of revenues and operating expenses in the accompanying consolidated and combined statements of operations for the period from March 20, 2019 through December 31, 2019 (Successor), for the period from January 1, 2019 through March 19, 2019 (Predecessor), for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor) were $2.5 million, $0.5 million, $3.7 million and $2.9 million, respectively. |
Share-Based Compensation | Share-Based Compensation The Company recognizes expense for our share-based compensation awards using a fair-value-based method. Share-based compensation expense is recognized over the requisite service period for awards that are based on a service period and not contingent upon any future performance. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated and combined balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. These deferred issuance costs are amortized over the life of the loan agreement. The amortization of deferred financing fees is included in interest expense, net in the consolidated and combined statements of operations. |
Income Taxes | Income Taxes Successor: As part of the process of preparing the consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating the Company’s actual current income tax exposure together with an assessment of temporary differences resulting from differing treatment of items for tax purposes and accounting purposes, respectively. These differences result in deferred income tax assets and liabilities which are included in the accompanying consolidated balance sheet as of December 31, 2019. Deferred taxes are recorded using the currently enacted tax rates that applied in the periods that the differences are expected to reverse. The Company must then assess the likelihood that its deferred income tax assets will be recovered from future taxable income and, to the extent that the Company believes that recovery is not likely, the Company must establish a valuation allowance. With respect to acquired deferred tax assets, changes within the measurement period that result from new information about facts and circumstances that existed at the acquisition date shall be recognized through a corresponding adjustment to goodwill. Subsequent to the measurement period, all other changes shall be reported as a reduction or increase to income tax expense in the Company’s consolidated statement of operations for the period from March 20, 2019 to December 31, 2019 (Successor). Predecessor: The Company’s United States (“U.S.”) entities, other than those that are domiciled in U.S. territories, file their U.S. tax return as part of a consolidated tax filing group, while the Company’s entities that are domiciled in U.S. territories file specific returns. In addition, the Company’s foreign entities file income tax returns in their respective countries of incorporation, where required. For the purposes of these financial statements, the Company is accounting for income taxes under the separate return method of accounting. This method requires the allocation of current and deferred taxes to the Company as if it were a separate taxpayer. Under this method, the resulting portion of current income taxes payable that is not actually owed to the tax authorities is written-off through equity. Accordingly, income taxes payable in the combined balance sheet, as of December 31, 2018 reflects current income tax amounts actually owed to the tax authorities, as of those dates, as well as the accrual for uncertain tax positions. The write-off of current income taxes payable not actually owed to the tax authorities is included in net Parent investment in the accompanying combined balance sheet as of December 31, 2018. Deferred income taxes are recognized based upon the tax consequences of “temporary differences” by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred income tax provisions and benefits are based on the changes to the asset or liability from period to period. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax assets will not be realized. The majority of the Company’s income is generated outside of the U.S. Successor and Predecessor: The Company believes a large percentage of its shipboard service’s income is foreign-source income, not effectively connected to a business it conducts in the U.S. and, therefore, not subject to U.S. income taxation. The Company recognizes interest and penalties within the provision for income taxes in the consolidated and combined statements of operations. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued, therefore, will be reduced and reflected as a reduction of the overall income tax provision. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount of benefit, determined on a cumulative probability basis, which is more than 50% likely of being realized upon ultimate settlement. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income 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. The following table provides details underlying OneSpaWorld’s loss per basic and diluted share calculation for the period from March 20, 2019 to December 31, 2019 (Successor) (in thousands, except per share data): Successor March 20, 2019 to December 31, 2019 Numerator: Net loss attributable to OneSpaWorld (a) $ (15,569 ) Denominator: Weighted average shares issued and outstanding - basic 61,118 Weighted average shares issued and outstanding - diluted (b) 61,118 Loss per share: Basic $ (0.25 ) Diluted $ (0.25 ) (a) Calculated as total net loss less amounts attributable to noncontrolling interest. (b) For the period from March 20, 2019 to December 31, 2019 (Successor), potential common shares under the treasury stock method were antidilutive because the Company reported a net loss in this period. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, warrants, deferred shares and restricted stock. The table below presents the weighted-average number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share for the period from March 20, 2019 to December 31, 2019 (Successor) (in thousands): Common share warrants (a) 24,500 Deferred shares 6,600 Employee stock options 4,455 Board of directors RSUs 33 35,588 (a) Includes all public warrants and private placement warrants |
Foreign Currency Transactions | Foreign Currency Transactions For currency exchange rate purposes, assets and liabilities of the Company’s foreign subsidiaries are translated at the rate of exchange in effect at the balance sheet date. Equity and other items are translated at historical rates, and income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are reflected in the accumulated other comprehensive loss caption of the Company’s combined balance sheets. Foreign currency gains and losses resulting from transactions, including intercompany transactions, are included in results of operations. The transaction gains (losses) included in the administrative expenses caption of the combined statements of operations for the Periods from March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 31, 2019 (Predecessor), for the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor) were $(0.2) million, $ |
Fair Value Measurements | Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs used to measure fair value are as follows: • Level 1—Value is based on quoted prices in active markets for identical assets and liabilities. • Level 2—Value is based on observable inputs other than quoted prices included in Level 1. This includes dealer and broker quotations, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Value is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of certain assets acquired in the Business Combination, assessment of the recovery of long-lived assets, goodwill, and other intangible assets; the determination of deferred income taxes, including valuation allowances; the useful lives of definite-lived intangible assets and property and equipment; and allocations of Parent costs. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with high quality financial institutions. As of December 31, 2019, and 2018, the Company had three cruise companies that represented greater than 10% of accounts receivable. The Company does not normally require collateral or other security to support normal credit sales. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company records an allowance for doubtful accounts with respect to accounts receivable using historical collection experience, and generally, an account receivable balance is written off once it is determined to be uncollectible. The Company reviews the historical collection experience and considers other facts and circumstances and adjusts the calculation to record an allowance for doubtful accounts as appropriate. If the Company’s current collection trends were to differ significantly from historic collection experience, the Company would make a corresponding adjustment to the allowance. The allowance for doubtful accounts was $0.01 million and $0.5 million as of December 31, 2019 (Successor) and 2018 (Predecessor), respectively. Bad debt expense is included within administrative operating expenses in the accompanying consolidated and combined statements of operations and is not significant for the period from March 20, 2019 to December 31, 2019 (Successor) and for the period from January 1, 2019 to March 19, 2019 (Predecessor), and for the years ended December 31, 2018 (Predecessor), and 2017 (Predecessor). |
Accounting for Business Combinations | Accounting for Business Combinations In accordance with ASC 805, when accounting for business combinations, the Company is required to recognize the assets acquired, liabilities assumed, contractual contingencies, noncontrolling interests and contingent consideration at their fair value as of the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and/or pre-acquisition contingencies, all of which ultimately affect the fair value of goodwill established as of the acquisition date. Goodwill acquired in business combinations is assigned to the reporting unit(s) expected to benefit from the combination as of the acquisition date and is then subsequently tested for impairment at least annually. As part of the Company’s accounting for business combinations, the Company is required to determine the useful lives of identifiable intangible assets recognized separately from goodwill. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the acquired business. An intangible asset with a finite useful life shall be amortized; an intangible asset with an indefinite useful life shall not be amortized. The Company bases the estimate of the useful life of an intangible asset on an analysis of all pertinent factors, including but not limited to the expected use of the asset, the expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’s own historical experience in renewing or extending similar arrangements, consistent with the Company’s intended use of the asset, regardless of whether those arrangements have explicit renewal or extension provisions, the effects of obsolescence, demand, competition, and other economic factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the asset. If no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of an intangible asset to the reporting entity, the useful life of the asset shall be considered to be indefinite. The term indefinite does not mean the same as infinite or indeterminate. The useful life of an intangible asset is indefinite if that life extends beyond the foreseeable horizon—that is, there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the acquired business. Although the Company believes the assumptions and estimates it has made have been reasonable and appropriate, such assumptions and estimates are based in part on historical experience and information obtained from the management of the acquired entity and are inherently uncertain. Examples of critical estimates in accounting for acquisitions include, but are not limited to, the future expected cash flows from sales of products and services, and related contracts and agreements, and discount and long-term growth rates. Unanticipated events and circumstances may occur which could affect the accuracy or validity of the Company’s assumptions, estimates or actual results. |
Adoption of Accounting Pronouncements | Adoption of Accounting Pronouncements Revenue Recognition In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which establishes principles to report useful information to financial statements users about the nature, timing and uncertainty of revenue from contracts with customers. ASU No. 2014-09 along with various related amendments comprise ASC Topic 606, Revenue from Contracts with Customers, and provide guidance that is applicable to all contracts with customers within its scope, and supersedes most existing revenue recognition guidance, including industry-specific guidance. The Company adopted this standard using the modified retrospective method as of March 20, 2019. Results for the Successor period beginning after March 20, 2019 are presented under ASC Topic 606, while Predecessor period amounts are not adjusted and continue to be reported in accordance with our legacy accounting under ASC Topic 605. There was no adjustment for the cumulative effect of adoption made to the Company’s financial statements upon adoption on March 20, 2019. Overall, the adoption of Topic 606 did not have a material effect on the timing, classification or amount of revenue recognized from contracts with customers in our consolidated and combined financial statements, and therefore, the adoption had no impact on the Company’s consolidated and combined statement of operations. Refer to Note 11 for disclosures with respect to additional revenue recognition disclosure. Derivatives and Hedging During the third quarter of 2019, the Company early-adopted ASU 2017-12 “Derivatives and Hedging (Topic 815)” which was issued with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and to make certain targeted improvements to simplify the application of previously applicable hedge accounting guidance. Additionally, the new standard requires new disclosures requirements on a prospective basis. This adoption did not have a material effect on the Company’s condensed consolidated and combined financial statements and did not result in any cumulative adjustment to equity as of the date of adoption (See Note 15). Business Combinations In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This ASU assists entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses by clarifying the definition of a business. The definition of a business affects many areas of accounting including acquisition, disposals, goodwill and consolidation. The update is effective for annual periods beginning after December 31, 2018. The amendments in this update should be applied prospectively on or after the effective date. We prospectively adopted this standard on March 20, 2019.The new standard did not have an impact to the Company's consolidated and combined financial statements. Statement of Cash: Restricted Cash In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” This ASU requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The update is effective for annual periods beginning after December 15, 2018. We adopted the standard on March 20, 2019. Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under existing guidance. The update is effective for annual periods beginning after December 15, 2018. The amendments should be applied using a retrospective transition method to each period presented. We adopted the standard on March 20, 2019. Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory:” (“ASU 2016-16”) This ASU was issued as part of the Board’s initiative to reduce complexity in accounting standards. This ASU eliminates an exception in ASC 740, which prohibits the immediate recognition of income tax consequences of intra-entity asset transfers other than inventory. Under ASU 2016-16, entities will be required to recognize the immediate current and deferred income tax effects of intra-entity asset transfers, which often involve a subsidiary of a company transferring intellectual property to another subsidiary. The new guidance will be effective for annual periods beginning after December 15, 2018. This ASU’s amendments should be applied on a modified retrospective basis, recognizing the effects in retained earnings as of the beginning of the year of adoption. We adopted the standard on March 20, 2019. The new guidance did not have an impact to the Company's consolidated and combined financial statements. Recognition of Breakage for Certain Prepaid Stored-Value Products In March 2016, the FASB issued ASU 2016-04, “Recognition of Breakage for Certain Prepaid Stored-Value Products (a consensus of the FASB Emerging Issues Task Force).” ASU 2016-04 requires entities that sell certain prepaid stored-value products redeemable for goods, services or cash at third-party merchants to derecognize liabilities related to those products for breakage (i.e., the value that is ultimately not redeemed by the consumer). This guidance is effective for annual periods beginning after December 15, 2018. Entities can use either a full retrospective approach, meaning they would apply the guidance to all periods presented, or a modified retrospective approach, meaning they would apply it only to the most current period presented with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We adopted the standard on March 20, 2019. The new standard did not have an impact to the Company's consolidated and combined financial statements. |
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 based on its current operations. 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. The update is effective retrospectively for annual periods beginning after December 15, 2019, and interim periods beginning after December 15, 2020, 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. In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal Use Software (Topic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which amends ASC 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement (CCA) that is a service contract. ASU 2018-15 aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Entities are permitted to apply either a retrospective or prospective approach to adopt the guidance. We are currently evaluating the impact of the adoption of this update on our consolidated financial position, results of operations, and cash flows. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326).” This ASU amends the Board’s guidance on the impairment of financial instruments. The ASU adds to GAAP an impairment model (known as the current expected credit losses model) that is based on an expected losses model rather than an incurred losses model. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The ASU is also intended to reduce the complexity of GAAP by decreasing the number of impairment models that entities use to account for debt instruments. The update is effective for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact the adoption of this guidance will have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). This ASU simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Previously, in computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The new guidance is effective for an entity’s annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company will evaluate, upon adoption of this guidance, the impact of this guidance on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Loss per Basic and Diluted Share Calculation | The following table provides details underlying OneSpaWorld’s loss per basic and diluted share calculation for the period from March 20, 2019 to December 31, 2019 (Successor) (in thousands, except per share data): Successor March 20, 2019 to December 31, 2019 Numerator: Net loss attributable to OneSpaWorld (a) $ (15,569 ) Denominator: Weighted average shares issued and outstanding - basic 61,118 Weighted average shares issued and outstanding - diluted (b) 61,118 Loss per share: Basic $ (0.25 ) Diluted $ (0.25 ) (a) Calculated as total net loss less amounts attributable to noncontrolling interest. (b) For the period from March 20, 2019 to December 31, 2019 (Successor), potential common shares under the treasury stock method were antidilutive because the Company reported a net loss in this period. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, warrants, deferred shares and restricted stock. |
Schedule of Weighted-Average Number of Antidilutive Potential Common Shares | The table below presents the weighted-average number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share for the period from March 20, 2019 to December 31, 2019 (Successor) (in thousands): Common share warrants (a) 24,500 Deferred shares 6,600 Employee stock options 4,455 Board of directors RSUs 33 35,588 (a) Includes all public warrants and private placement warrants |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of allocation of consideration to the net tangible and intangible assets acquired and liabilities | The computations of the allocation of the purchase price to the net tangible and intangible assets acquired and liabilities assumed, as adjusted, is presented below (in thousands): Estimated Fair Value as of Acquisition Date (as Previously Reported) Immaterial Corrections (a) Measurement Period Adjustments Other Estimated Fair Value as of Acquisition Date (As Adjusted) Assets Cash and cash equivalents $ 14,638 $ - $ - $ - $ 14,638 Accounts receivable 23,673 - - - 23,673 Inventories 34,150 2,268 - 36,418 Other current assets 6,756 4,202 - 10,958 Property and equipment 26,253 - - - 26,253 Intangible assets 633,300 - (3,500 ) (b) - 629,800 Other noncurrent assets 6,818 (6,818 ) - - Goodwill 199,379 (25,764 ) 10,053 6,409 (c) 190,077 Deferred tax asset 8,407 - (6,814 ) (d) - 1,593 Total assets acquired 953,374 (26,112 ) (261 ) 6,409 933,410 Liabilities Current liabilities 64,518 503 499 - 65,520 Deferred tax liabilities 77 - (77 ) - - Other long-term liabilities 4,563 - (683 ) - 3,880 Total liabilities acquired 69,158 503 (261 ) - 69,400 Non-controlling interest 5,624 - - - 5,624 Total purchase price $ 878,592 $ (26,615 ) $ - $ 6,409 $ 858,386 ( a) See Note 19. (b) As a result of additional information obtained about certain assumptions used in the valuation of the destination resort agreements and licensing agreement, the Company recorded measurement period adjustments during the third quarter of fiscal 2019 which resulted in a net increase to Goodwill (c) Increase in cash consideration of $6.4 million due to working capital adjustments. (d) Approximately $3.8 million related to the forfeiture of U.S. federal operating loss carry forwards forfeited as a result of change of ownership in the Business Combination and tax effect of adjustments in acquired assets and liabilities |
Schedule of lease agreements, trade name and licensing agreement | Identifiable intangible assets consist of the following (in thousands): Fair Value Retail concession agreements $ 604,700 Destination resort agreements 17,900 Trade name 6,200 Licensing agreement 1,000 $ 629,800 |
Schedule of unaudited supplemental pro forma | The following information represents the unaudited supplemental pro forma results of the Company’s condensed consolidated statement of operations as if the Business Combination occurred on January 1, 2018, after giving effect to certain adjustments, including depreciation and amortization of the assets acquired and liabilities assumed based on their estimated fair values and changes in interest expense resulting from changes in debt (in thousands): Year Ended December 31, 2019 Year Ended December 31, 2018 Revenues $ 562,233 $ 540,778 Net income (loss) $ (26,289 ) $ 13,743 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands, except useful life): As of December 31, 2019 2018 Successor Predecessor Useful Life in years Consolidated Combined Furniture and fixtures 5 – 7 $ 2,501 $ 4,735 Computers and equipment 3 – 8 7,216 7,127 Leasehold improvements Shorter of remaining lease term or useful life 19,467 24,665 29,184 36,527 Less: Accumulated depreciation and amortization (6,443 ) (20,288 ) $ 22,741 $ 16,239 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 (Successor) (in thousands, except amortization period): Successor: Cost Accumulated Amortization Net Balance Amortization Period (in years) Retail concession agreements $ 604,700 $ (12,165 ) $ 592,535 39 Destination resort agreements 17,900 (907 ) 16,993 15 Trade name 6,200 - 6,200 Indefinite-life Licensing agreement 1,000 (91 ) 909 8 $ 629,800 $ (13,163 ) $ 616,637 The following is a summary of the Company’s intangible assets as of December 31, 2018 (Predecessor) (in thousands, except amortization period): Predecessor: Cost Accumulated Amortization Net Balance Amortization Period (in years) Retail concession agreements $ 130,000 $ (10,210 ) $ 119,790 36 Destination resort agreements 7,300 (573 ) 6,727 36 Trade name 5,000 - 5,000 Indefinite-life $ 142,300 $ (10,783 ) $ 131,517 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following (in thousands): As of December 31, 2019 2018 Successor Predecessor Consolidated Combined Operative commissions $ 4,194 $ 4,663 Minimum cruise line commissions 4,164 5,648 Payroll and bonuses 2,566 5,037 Interest 339 2,513 Other 12,312 9,350 $ 23,575 $ 27,211 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands, except interest rate): As of December 31, 2019 2018 Interest Rate December 31, Maturities Through Successor Predecessor 2019 2018 Consolidated Combined First lien term loan facility 5.5% 2026 $ 202,457 $ - Second lien term loan facility 9.3% 2027 25,000 - Term credit agreement 9.6% - 356,140 Total Debt 227,457 356,140 Less: unamortized debt Issuance cost (6,050 ) (3,700 ) Total debt, net of unamortized debt Issuance cost $ 221,407 $ 352,440 |
Schedule of Principal Repayments on Long-term Debt | The Following are scheduled principal repayments on long-term as of December 31, 2019 for each of the next five years (in thousands): Year Amount 2020 $ - 2021 - 2022 1,776 2023 2,085 2024 2,085 Thereafter Total 221,511 $ 227,457 |
Schedule of Borrowing Capacity and Amount Borrowed | As of December 31, 2019, the Company had the ability to borrow under the First Lien Revolving Facility as follows (in thousands): Borrowing Capacity Amount Borrowed First Lien Revolving Facility $ 20,000 $ - |
Stock-Based Employee Compensa_2
Stock-Based Employee Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Grant Date Fair Value of Option | The Grant Date fair value of the option was estimated by a third-party valuation specialist using a Monte Carlo simulation in a risk-neutral framework assuming Geometric Motion, 2,500,000 trials, and using the following assumptions: Hurdle price per share $ 20.00 Strike price per share $ 12.99 Average period for hurdle price, in days 5 End of simulation term 3/26/2025 Term of simulation 6.00 years Stock price as of the Measurement Date $ 12.99 Volatility 37.5 % Risk-free rate (continuous) 2.2 % Dividend yield (quarterly after 3 years) 3.0 % Suboptimal exercise multiple 2.8x |
Summary of Stock Option Activity | Stock option activity and information about stock options outstanding are summarized in the following table: Number of Options Weighted- Average Exercise Price Weighted-Average Grant Date Fair Value Outstanding at March 20, 2019 - $ - $ - Granted 4,547,076 12.99 4.48 Exercised - - - Canceled - - - Outstanding at December 31, 2019 4,547,076 12.99 4.48 Vested at December 31, 2019 4,547,076 $ 12.99 $ 4.48 |
Summary of Restricted Stock Units Activity | Restricted stock activity is summarized in the following table: Restricted Share Units Activity Number of Awards Weighted-Average Grant Date Fair Value Non-Vested share units as of March 20, 2019 - $ - Granted 60,902 15.60 Vested - - Canceled - - Non-Vested share units as of December 31, 2019 60,902 $ 15.60 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Revenue By Revenue Source and Operating Segment | The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 Service Revenues: Maritime $ 308,090 $ 81,170 $ 368,498 $ 342,388 Destination resorts 31,703 10,110 42,429 41,298 Total service revenues 339,793 91,280 410,927 383,686 Product revenues: Maritime 99,308 25,794 123,761 114,368 Destination resorts 2,003 633 2,524 2,835 Timetospa.com 2,677 745 3,566 5,796 Total product revenues 103,988 27,172 129,851 122,999 Total revenues $ 443,781 $ 118,452 $ 540,778 $ 506,685 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Provision for Income Taxes | (Loss) Successor Predecessor Consolidated Combined Year Ended December 31, March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 U.S. $ (19,901 ) $ 115 $ 2,871 $ 3,047 Foreign 7,546 (24,787 ) 11,960 35,442 $ (12,355 ) $ (24,672 ) $ 14,831 $ 38,489 |
Schedule of Provision for Income Taxes | The income tax (benefit) expense consist of the following (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 U.S. Federal $ (340 ) $ (39 ) $ 461 $ 3,919 U.S. State 89 57 159 267 Foreign 131 91 468 1,077 (120 ) 109 1,088 5,263 Current 523 118 1,089 1,913 Deferred (643 ) (9 ) (1 ) 3,350 $ (120 ) $ 109 $ 1,088 $ 5,263 |
Schedule of Reconciliation of Difference between Expected Income Tax (Benefit) Expense | A reconciliation of the difference between the expected income tax (benefit) expense using the U.S. federal tax rate and our actual provision is as follows (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 Provision using statutory U.S. federal tax rate $ (2,594 ) $ (5,162 ) $ 3,114 $ 13,471 Foreign rate differential (1,759 ) 4,780 (1,730 ) (11,222 ) Rate change on deferred - - - 2,652 State taxes 89 - 126 277 Change in valuation allowance 4,093 - (439 ) (396 ) Permanent differences 168 346 141 71 Uncertain tax position - - (68 ) 487 Other (117 ) 145 (56 ) (77 ) Total $ (120 ) $ 109 $ 1,088 $ 5,263 |
Schedule of Reconciliation of Beginning and Ending Amounts of Uncertain Tax Positions Excluding Interest and Penalties | A reconciliation of the beginning and ending amounts of uncertain tax positions, excluding interest and penalties, is as follows (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 Beginning balance $ 1,663 $ 1,697 $ 1,781 $ 1,559 Gross (decreases) increases—prior period tax position - (34 ) (84 ) 222 Ending balance $ 1,663 $ 1,663 $ 1,697 $ 1,781 |
Schedule of Deferred Income Taxes | Deferred income taxes consist of the following (in thousands): As of December 31, As of December 31, 2019 2018 Successor Predecessor Consolidated Combined Deferred income tax assets: Stock options $ 4,807 $ - Inventory reserves 36 41 Allowance for doubtful accounts 8 8 Depreciation and amortization 1,274 3,731 Other reserves and accruals 144 277 Gift certificates 185 208 Net operating losses 749 - Total deferred income tax assets 7,203 4,265 Less valuation allowance (5,157 ) - Deferred income tax asset, net $ 2,046 $ 4,265 Deferred income tax liability $ (375 ) $ - Net deferred income tax asset $ 1,671 $ 4,265 |
Schedule of Foreign Tax Operating Loss Carryforwards Expiring | As of December 31, 2019, we had approximately $3.7 million of foreign tax operating loss carryforwards expiring as follows (in millions): Expires 2020 $ 0.4 2021 0.6 2022 0.3 2023 0.5 2024 0.5 2026 0.3 2027 0.2 2028 0.2 Indefinite 0.7 Total $ 3.7 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Pursuant to Agreements for Minimum Commissions | Pursuant to agreements that provide for minimum commissions, the Company guaranteed total minimum payments to cruise line (excluding payments based on minimum amounts per passenger per day of a cruise applicable to certain ships served by us) the following amounts as of December 31, 2019 (in thousands): Year Amount 2020 $ 122,216 2021 — $ 122,216 |
Schedule of Rent Expense | Rent expense consist of (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, March 20, 2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 Minimum rentals $ 5,173 $ 1,573 $ 7,087 $ 6,873 Contingent rentals 2,039 689 2,450 1,949 $ 7,212 $ 2,262 $ 9,537 $ 8,822 |
Summary of Minimum Annual Commitments Under Operating Leases | Minimum annual commitments under operating leases at December 31, 2019 are as follows (in thousands): Year Amount 2020 $ 3,581 2021 3,184 2022 2,857 2023 2,496 2024 2,550 Thereafter 11,850 $ 26,518 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 period March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 19, 2019 (Predecessor) and the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor), respectively (in thousands): Successor Predecessor Accumulated Other Comprehensive Income (Loss) for the Period March 20, 2019 to December 31, 2019 Accumulated Other Comprehensive Income (Loss) for the period from January 1, 2019 to March 19, 2019 (2) Accumulated Other Comprehensive Income (Loss) for the year ended December 31, (2) 2018 2017 Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Loss Foreign Currency Translation Adjustments Foreign Currency Translation Adjustments Foreign Currency Translation Adjustments Accumulated other comprehensive loss, beginning of the period $ - $ - $ - $ (649 ) $ (356 ) $ (725 ) Other comprehensive (loss) income before reclassifications (183 ) 1,109 926 (165 ) (293 ) 369 Amounts reclassified from accumulated other comprehensive income (loss) - (207 ) (207 ) - - - Net current period other comprehensive (loss) income (183 ) 902 719 (165 ) (293 ) 369 Ending balance $ (183 ) $ 902 $ 719 $ (814 ) $ (649 ) $ (356 ) (1) See Note 15. (2) For the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor), the only component of other comprehensive income (loss) was foreign currency translation adjustments. |
Fair Value Measurements and D_2
Fair Value Measurements and Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands): Fair Value Measurements at December 31, 2019 Using Description Balance Sheet Location Total Level 1 Level 2 Level 3 Assets: Derivative financial instruments (1) Other current assets $ 250 $ - $ 250 $ - Derivative financial instruments (1) Other non-current assets 652 - 652 - Total Assets 902 - 902 - Liabilities: Derivative financial instruments (1) - - - - Total Liabilities $ - $ - $ - $ - (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): Derivative Amount of Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain Reclassified From Accumulated Other Comprehensive Income (Loss) into Income Amount of Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income March 20, 2019 to December 31, 2019 March 20, 2019 to December 31, 2019 Interest rate swap $ 1,109 Interest expense $ 207 Total $ 1,109 $ 207 |
Transactions with Related Par_2
Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Summary of Purchases of Beauty Products from Related parties and Cost of Revenues | Purchases of beauty products from related parties and cost of revenues are as follows (in thousands): Predecessor January 1, 2019 to March 19, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Purchases $ 2,026 $ 25,491 $ 20,943 $ 35,390 Cost of revenues $ 1,828 $ 22,995 $ 28,903 $ 36,114 |
Inventories on Hand Related to these Purchases and Accounts Payable | As of December 31, 2018 , i Inventory $ 17,268 Accounts payable—related parties $ 6,553 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of geographic information | The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands): Successor Predecessor Consolidated Combined Year Ended December 31, March 20,2019 to December 31, 2019 January 1, 2019 to March 19, 2019 2018 2017 Revenues: U.S. $ 25,950 $ 6,008 $ 27,166 $ 30,851 Not connected to a country 399,675 106,886 491,244 455,782 Other 18,156 5,558 22,368 20,052 Total $ 443,781 $ 118,452 $ 540,778 $ 506,685 As of December 31, 2019 2018 Successor Predecessor Consolidated Combined Property and equipment, net: U.S. $ 9,965 $ 6,838 Not connected to a country 6,826 2,188 Other 5,950 7,213 Total $ 22,741 $ 16,239 |
Quarterly Selected Financial _2
Quarterly Selected Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Selected Financial Data (Unaudited) | First Quarter Second Quarter Third Quarter Fourth Quarter Successor Predecessor Predecessor Successor Predecessor Successor Predecessor Successor Predecessor Consolidated Combined Combined Consolidated Combined Consolidated Combined Consolidated Combined March 20, 2019 to March 31, 2019 January 1, 2019 to March 19, 2019 Three Months Ended March 31, 2018 Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Three Months Ended December 31, 2019 Three Months Ended December 31, 2018 Revenues $ 19,014 $ 118,452 $ 128,894 $ 140,430 $ 135,395 $ 144,901 $ 142,620 $ 139,436 $ 133,869 Operating (loss) income $ (21,276 ) $ (14,943 ) $ 11,671 $ 8,098 $ 12,399 $ 8,338 $ 12,733 $ 5,964 $ 11,718 Net (loss) Income $ (22,579 ) $ (24,781 ) $ 3,783 $ 4,559 $ 3,697 $ 3,670 $ 3,588 $ 2,115 $ 2,675 Net (loss) income attributable to common shareholders and Parent, respectively $ (22,683 ) $ (25,459 ) 2,883 $ 3,609 $ 2,653 $ 2,362 $ 2,515 $ 1,143 $ 1,835 Basic (loss) earning per share $ (0.37 ) - - $ 0.06 - $ 0.04 - $ 0.02 - Diluted (loss) earning per share $ (0.37 ) - - $ 0.05 - $ 0.03 - $ 0.01 - Basic weighted average shares outstanding 61,118,298 - - 61,118,298 - 61,118,387 - 61,119,387 - Diluted weighted average shares outstanding 61,118,298 - - 72,047,201 - 75,011,638 - 75,115,386 - |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) | Oct. 27, 2017 | Dec. 31, 2019 |
Gross Proceeds | $ 122,510,000 | |
Haymaker Acquisition Corp [Member] | ||
Gross Proceeds | $ 300,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 19, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)Business | Dec. 31, 2018USD ($)Business | Dec. 31, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment | $ 0 | $ 0 | $ 0 | $ 0 | |
Contract renewal term | five years | ||||
Operating lease, renewal term | 10 years | 10 years | |||
Shipping and handling costs | 2,498,000 | $ 13,986,000 | $ 9,937,000 | 9,222,000 | |
Number of cruise business | Business | 3 | 3 | |||
Allowance for doubtful accounts | $ 10,000 | $ 10,000 | $ 500,000 | ||
Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Operating lease, renewal term | 3 years | 3 years | |||
Tax benefit realized upon ultimate settlement | 50.00% | ||||
Minimum [Member] | Concentration of Credit Risk [Member] | Accounts Receivable [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 10.00% | 10.00% | |||
Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Operating lease, renewal term | 5 years | 5 years | |||
Cost of Revenue and Operating Expenses [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Advertising expenses | 500,000 | $ 2,500,000 | $ 3,700,000 | 2,900,000 | |
Administrative Expenses [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Transaction gains (losses) included in administrative expenses | 500,000 | (200,000) | (400,000) | 700,000 | |
Shipping And Handling [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Shipping and handling costs | $ 10,000 | $ 40,000 | $ 400,000 | $ 500,000 | |
Owner Of One Spa World Medi spa Bahamas Limited [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Ownership percentage | 100.00% | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Loss per Basic and Diluted Share Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 19, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||||||||||||
Net loss attributable to OneSpaWorld | $ (22,683) | $ 1,143 | $ 2,362 | $ 3,609 | $ (25,459) | $ 1,835 | $ 2,515 | $ 2,653 | $ 2,883 | $ (15,569) | [1] | $ 9,886 | $ 31,117 |
Weighted average shares issued and outstanding - basic | 61,118,298 | 61,119,387 | 61,118,387 | 61,118,298 | 61,118,387 | ||||||||
Weighted average shares issued and outstanding - diluted | 61,118,298 | 75,115,386 | 75,011,638 | 72,047,201 | 61,118,387 | [2] | |||||||
Loss per share: | |||||||||||||
Basic | $ (0.37) | $ 0.02 | $ 0.04 | $ 0.06 | $ (0.25) | ||||||||
Diluted | $ (0.37) | $ 0.01 | $ 0.03 | $ 0.05 | $ (0.25) | ||||||||
[1] | Calculated as total net loss less amounts attributable to noncontrolling interest. | ||||||||||||
[2] | For the period from March 20, 2019 to December 31, 2019 (Successor), potential common shares under the treasury stock method were antidilutive because the Company reported a net loss in this period. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, warrants, deferred shares and restricted stock. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Weighted-Average Number of Antidilutive Potential Common Shares (Details) shares in Thousands | 9 Months Ended | |
Dec. 31, 2019shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 35,588 | |
Warrant [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 24,500 | [1] |
Deferred shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 6,600 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 4,455 | |
Board of directors RSU's [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 33 | |
[1] | Includes all public warrants and private placement warrants |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) | Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Aggregate Stockholders Shares | 31,713,387 | |||
Business Acquisition, Equity Interest Issued or Issuable, Description | each existing warrant to purchase one Haymaker Class A Common Share (the “Haymaker Warrants”) became exercisable for one OneSpaWorld Share (the “Public Warrants”), on the same terms and conditions as those applicable to the warrants to purchase the Haymaker Class A Shares (See Note 8). Also, 3,000,000 OneSpaWorld Shares, and the right to receive 1,600,000 OneSpaWorld Shares upon the occurrence of certain events (the “OneSpaWorld Deferred Shares”), were issued to Haymaker Sponsor and the other former holders of Haymaker Class B common shares (the “Founder Shares”) in exchange for such shares, and the Haymaker Warrants held by Haymaker Sponsor became exercisable for 3,408,186 OneSpaWorld Shares | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Cash acquired from acquisition | $ 691,086,000 | |||
Cash proceeds from sale | 56,071,000 | |||
Business Combination, Separately Recognized Transactions, Description | Total consideration transferred to Steiner in connection with the Business Combination was $858,386,000, consisting of the following: (i)$691,086,000 in cash, including $13,900,000 in seller expenses paid by OSW and cash proceeds of $56,071,000 from the sale of 5,607,144 OneSpaWorld shares by Steiner in a private placement offering to investors. (ii)$167,300,000 in equity consideration, consisting of 14,155,274 OneSpaWorld shares, of which 5,607,144 OneSpaWorld shares were issued to Steiner in a private placement offering to investors; warrants to purchase 1,486,520 OneSpaWorld shares; and the right to receive 5,000,000 OneSpaWorld Deferred Shares (See Note 8). | |||
Business Combination, in Equity Consideration | $ 167,300,000 | $ 167,300,000 | ||
Stock Issued During Period, Shares, New Issues | 14,155,274 | |||
Warrants Issued to Purchase Shares | 1,486,520 | |||
Intangible assets | 629,800,000 | |||
Goodwill | 190,077,000 | $ 190,077,000 | $ 33,864,000 | |
Maritime [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 174,200,000 | |||
Destination Resorts [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 15,900,000 | |||
Haymaker Acquisition Corp [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination consummated date | Mar. 19, 2019 | |||
Transaction costs | $ 6,892,000 | |||
Business combination, consideration transferred | $ 858,386,000 | |||
Business Acquisition, Share Price | $ 11.85 | |||
Intangible assets | $ 629,800,000 | |||
Goodwill | $ 190,077,000 | |||
Founder Shares [Member] | ||||
Business Acquisition [Line Items] | ||||
Deferred Shares Issued | 1,600,000 | |||
Haymaker Sponsor LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Deferred Shares Issued | 1,600,000 | 3,000,000 | ||
Business Acquisition Number of Shares Exercisable | $ 3,408,186 | |||
Steiner [Member] | ||||
Business Acquisition [Line Items] | ||||
Deferred Shares Issued | 5,000,000 | |||
Business combination purchase consideration,selling expenses | $ 13,900,000 | |||
Steiner Leisure [Member] | ||||
Business Acquisition [Line Items] | ||||
Deferred Shares Issued | 5,000,000 | |||
Goodwill | $ 190,100,000 | $ 190,100,000 | ||
Steiner Leisure [Member] | Private Placement [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 5,607,144 |
Business Combination - Schedule
Business Combination - Schedule of Allocation of Consideration to Net Tangible and Intangible Assets Acquired and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 19, 2019 | Dec. 31, 2018 | |
Assets | ||||
Intangible assets | $ 629,800 | |||
Goodwill | $ 190,077 | $ 33,864 | ||
Haymaker Acquisition Corp [Member] | ||||
Assets | ||||
Cash and cash equivalents | 14,638 | |||
Accounts receivable | 23,673 | |||
Inventories | 36,418 | |||
Other current assets | 10,958 | |||
Property and equipment | 26,253 | |||
Intangible assets | 629,800 | |||
Goodwill | 190,077 | |||
Deferred tax asset | 1,593 | |||
Total assets acquired | 933,410 | |||
Liabilities | ||||
Current liabilities | 65,520 | |||
Other long-term liabilities | 3,880 | |||
Total liabilities acquired | 69,400 | |||
Non-controlling interest | 5,624 | |||
Total purchase price | 858,386 | |||
Haymaker Acquisition Corp [Member] | Previously Reported [Member] | ||||
Assets | ||||
Cash and cash equivalents | 14,638 | |||
Accounts receivable | 23,673 | |||
Inventories | 34,150 | |||
Other current assets | 6,756 | |||
Property and equipment | 26,253 | |||
Intangible assets | 633,300 | |||
Other noncurrent assets | 6,818 | |||
Goodwill | 199,379 | |||
Deferred tax asset | 8,407 | |||
Total assets acquired | 953,374 | |||
Liabilities | ||||
Current liabilities | 64,518 | |||
Deferred tax liabilities | 77 | |||
Other long-term liabilities | 4,563 | |||
Total liabilities acquired | 69,158 | |||
Non-controlling interest | 5,624 | |||
Total purchase price | 878,592 | |||
Haymaker Acquisition Corp [Member] | Restatement Adjustment [Member] | Immaterial Corrections [Member] | ||||
Assets | ||||
Inventories | [1] | 2,268 | ||
Other current assets | [1] | 4,202 | ||
Other noncurrent assets | [1] | (6,818) | ||
Goodwill | [1] | (25,764) | ||
Total assets acquired | [1] | (26,112) | ||
Liabilities | ||||
Current liabilities | [1] | 503 | ||
Total liabilities acquired | [1] | 503 | ||
Total purchase price | [1] | (26,615) | ||
Haymaker Acquisition Corp [Member] | Restatement Adjustment [Member] | Measurement Period Adjustments [Member] | ||||
Assets | ||||
Intangible assets | [2] | (3,500) | ||
Goodwill | 10,053 | |||
Deferred tax asset | [3] | (6,814) | ||
Total assets acquired | (261) | |||
Liabilities | ||||
Current liabilities | 499 | |||
Deferred tax liabilities | (77) | |||
Other long-term liabilities | (683) | |||
Total liabilities acquired | (261) | |||
Haymaker Acquisition Corp [Member] | Other Adjustments [Member] | ||||
Assets | ||||
Goodwill | [4] | 6,409 | ||
Total assets acquired | 6,409 | |||
Liabilities | ||||
Total purchase price | $ 6,409 | |||
[1] | See Note 19. | |||
[2] | As a result of additional information obtained about certain assumptions used in the valuation of the destination resort agreements and licensing agreement, the Company recorded measurement period adjustments during the third quarter of fiscal 2019 which resulted in a net increase to Goodwill of $3.5 million. The change in this provisional amount resulted in a $0.5 million reduction to amortization of intangible assets for the period from March 20, 2019 through December 31, 2019. | |||
[3] | Approximately $3.8 million related to the forfeiture of U.S. federal operating loss carry forwards forfeited as a result of change of ownership in the Business Combination and tax effect of adjustments in acquired assets and liabilities | |||
[4] | Increase in cash consideration of $6.4 million due to working capital adjustments. |
Business Combination - Schedu_2
Business Combination - Schedule of Allocation of Consideration to Net Tangible and Intangible Assets Acquired and Liabilities (Parenthetical) (Details) - Haymaker Acquisition Corp [Member] $ in Millions | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |
Measurement period adjustments Increase to Goodwill | $ 3.5 |
Measurement period adjustments reduction to amortization of intangible assets | 0.5 |
Increase in cash consideration | 6.4 |
Federal operating loss carry forwards forfeited | $ 3.8 |
Business Combination - Schedu_3
Business Combination - Schedule of Intangible Assets Consist of Retail Concession Agreements (Details) $ in Thousands | Mar. 19, 2019USD ($) |
Business Acquisition [Line Items] | |
Fair Value | $ 629,800 |
Retail concession agreements [Member] | |
Business Acquisition [Line Items] | |
Fair Value | 604,700 |
Destination Resort Agreements [Member] | |
Business Acquisition [Line Items] | |
Fair Value | 17,900 |
Trade name [Member] | |
Business Acquisition [Line Items] | |
Fair Value | 6,200 |
Licensing agreement [Member] | |
Business Acquisition [Line Items] | |
Fair Value | $ 1,000 |
Business Combination - Schedu_4
Business Combination - Schedule of Unaudited Supplemental Pro Forma (Details) - Haymaker Acquisition Corp [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 562,233 | $ 540,778 |
Net income (loss) | $ (26,289) | $ 13,743 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 29,184 | $ 36,527 |
Less: Accumulated depreciation and amortization | (6,443) | (20,288) |
Property plant and equipment, net | 22,741 | 16,239 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 2,501 | 4,735 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, useful life in years | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, useful life in years | 7 years | |
Computers and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 7,216 | 7,127 |
Computers and Equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, useful life in years | 3 years | |
Computers and Equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, useful life in years | 8 years | |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 19,467 | $ 24,665 |
Property plant and equipment, useful life in years | Shorter of remaining lease term or useful life |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 1.2 | $ 6.4 | $ 6.5 | $ 6.3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | $ 190,077 | $ 190,077 | $ 33,864 | ||
Amortization of intangible assets | $ 755 | 13,174 | $ 3,521 | $ 3,521 | |
Estimated amortization expense in 2020 | 16,800 | 16,800 | |||
Estimated amortization expense in 2021 | 16,800 | 16,800 | |||
Estimated amortization expense in 2022 | 16,800 | 16,800 | |||
Estimated amortization expense in 2023 | 16,800 | 16,800 | |||
Estimated amortization expense in 2024 | 16,800 | 16,800 | |||
Steiner Leisure [Member] | |||||
Goodwill Fair value | $ 199,400 | ||||
Goodwill | $ 190,100 | 190,100 | |||
Goodwill Increases Due To Additional Consideration | $ 9,300 |
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 | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cost | $ 629,800 | $ 142,300 |
Accumulated Amortization | (13,163) | (10,783) |
Net Balance | 616,637 | 131,517 |
Retail Concession Agreements [Member] | ||
Cost | 604,700 | 130,000 |
Accumulated Amortization | (12,165) | (10,210) |
Net Balance | $ 592,535 | $ 119,790 |
Amortization Period (in years) | 39 years | 36 years |
Destination Resort Agreements [Member] | ||
Cost | $ 17,900 | $ 7,300 |
Accumulated Amortization | (907) | (573) |
Net Balance | $ 16,993 | $ 6,727 |
Amortization Period (in years) | 15 years | 36 years |
Licensing Agreements [Member] | ||
Cost | $ 1,000 | |
Accumulated Amortization | (91) | |
Net Balance | $ 909 | |
Amortization Period (in years) | 8 years | |
Trade name [Member] | ||
Cost | $ 6,200 | $ 5,000 |
Net Balance | $ 6,200 | $ 5,000 |
Amortization Period (in years) | Indefinite-life | Indefinite-life |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Operative commissions | $ 4,194 | $ 4,663 |
Minimum cruise line commissions | 4,164 | 5,648 |
Payroll and bonuses | 2,566 | 5,037 |
Interest | 339 | 2,513 |
Other | 12,312 | 9,350 |
Total | $ 23,575 | $ 27,211 |
Long-term Debt - Summary of Lon
Long-term Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total Debt | $ 227,457 | $ 356,140 |
Less: unamortized debt Issuance cost | (6,050) | (3,700) |
Total debt, net of unamortized debt Issuance cost | $ 221,407 | $ 352,440 |
First Lien Term Loan Facility [Member] | ||
Long-term debt, Interest Rate | 5.50% | |
Long-term debt, Maturities | 2026 | |
Total Debt | $ 202,457 | |
Second Lien Term Loan Facility [Member] | ||
Long-term debt, Interest Rate | 9.30% | |
Long-term debt, Maturities | 2027 | |
Total Debt | $ 25,000 | |
Term Credit Agreement [Member] | ||
Long-term debt, Interest Rate | 9.60% | |
Total Debt | $ 356,140 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | Mar. 01, 2019 | Jan. 11, 2018 | Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
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% | ||||
Unamortized deferred financing costs | $ 6,050,000 | $ 3,700,000 | |||
Loss on extinguishment of debt | $ 3,413,000 | $ (3,413,000) | |||
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 | $ 208,500,000 | ||||
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% | ||||
First Lien Term Loan Facility [Member] | |||||
Debt instrument face amount | $ 20,000,000 | ||||
Debt instrument term | 7 years | ||||
First Lien Revolving Facility [Member] | |||||
Maximum borrowing capacity | $ 20,000,000 | $ 20,000,000 | |||
Debt instrument term | 5 years | ||||
First Lien Revolving Facility [Member] | Letter of Credit [Member] | |||||
Maximum borrowing capacity | $ 5,000,000 | ||||
First Lien Delayed Draw Facility [Member] | |||||
Debt instrument face amount | 5,000,000 | ||||
Second Lien Term Loan Facility [Member] | |||||
Maximum borrowing capacity | $ 25,000,000 | ||||
Debt instrument term | 8 years | ||||
Debt instrument variable rate basis | LIBOR plus 7.50% | ||||
Debt instrument variable rate basis | 7.50% | ||||
Term Credit Agreement [Member] | |||||
Debt instrument face amount | $ 356,200,000 | ||||
Debt instrument variable rate basis | The interest rate on the Term Credit Agreement was based on (at the Parent’s election) either LIBOR plus a predetermined margin that ranged from 7.00% to 7.50%, or the base rate as defined in the Term Credit Agreement plus a predetermined margin that ranged from 6.00% to 6.50%, in each case based on the Parent’s consolidated total leverage ratio. | ||||
Debt instrument variable rate basis | 7.25% | ||||
Maturity date | Dec. 9, 2021 | ||||
Unamortized deferred financing costs | $ 3,700,000 | ||||
Term Credit Agreement [Member] | LIBOR [Member] | Minimum [Member] | |||||
Debt instrument variable rate basis | 7.00% | ||||
Term Credit Agreement [Member] | LIBOR [Member] | Maximum [Member] | |||||
Debt instrument variable rate basis | 7.50% | ||||
Term Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | |||||
Debt instrument variable rate basis | 6.00% | ||||
Term Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | |||||
Debt instrument variable rate basis | 6.50% |
Long-term Debt - Schedule of Pr
Long-term Debt - Schedule of Principal Repayments on Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2022 | $ 1,776 | |
2023 | 2,085 | |
2024 | 2,085 | |
Thereafter Total | 221,511 | |
Total Debt | $ 227,457 | $ 356,140 |
Long-term Debt - Schedule of Bo
Long-term Debt - Schedule of Borrowing Capacity and Amount Borrowed (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 19, 2019 | Dec. 31, 2018 |
Amount Borrowed | $ 227,457 | $ 356,140 | |
First Lien Revolving Facility [Member] | |||
Borrowing Capacity | $ 20,000 | $ 20,000 |
Equity - Additional Information
Equity - Additional Information (Details) | Mar. 19, 2019$ / sharesshares | Nov. 30, 2019$ / shares | Dec. 31, 2019USD ($)Vote$ / sharesshares |
Common stock, shares authorized | 250,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 61,119,398 | ||
Common stock, shares outstanding | 61,119,398 | ||
Cash dividend per share | $ / shares | $ 0.04 | ||
Dividend payable date | May 29, 2020 | ||
Consideration Arrangements Description | As part of the equity consideration transferred in the Business Combination on March 19, 2019, Steiner and Haymaker Sponsor, LLC (“Haymaker Sponsor”) received deferred shares which provided the right to receive 5,000,000 and 1,600,000 OneSpaWorld common stock, respectively. The issuance of the OneSpaWorld common shares related to the Deferred Shares is contingent upon the earliest occurrence of any of the following events: (i) OneSpaWorld share price reaching $20 per share for five consecutive trading dates, as adjusted to reflect any stock split, reverse stock split, stock dividend, payment of dividends and other events as defined in the applicable Deferred Shares agreement, (ii) in the event of a change of control, as defined, of the Company if the price per share paid in connection with such change in control is equal to or greater than $20; however, if the price per share paid in connection with such change in control is less than $20, then no OneSpaWorld common shares will be issued and all the rights to receive the shares will be forfeited for no consideration, and (iii) ten years from the date of the Business Combination agreement. | ||
Warrant exercise price | $ / shares | $ 11.50 | ||
Warrants and Rights Outstanding | $ | $ 24,498,900 | ||
Warrants Available For Conversion | 1,100 | ||
Conversion Of Warrants Into Shares | 1,100 | ||
Warrants agreement expire date | 5 years | ||
Redemption price of warrant | $ / shares | $ 0.01 | ||
Private Placement [Member] | |||
Warrant exercise price | $ / shares | $ 11.50 | ||
Warrants purchased by investors | 3,105,294 | ||
Warrants purchased by investors price per warrant | $ / shares | $ 1 | ||
Steiner [Member] | |||
Deferred Shares Issued | 5,000,000 | ||
Haymaker Sponsor LLC [Member] | |||
Deferred Shares Issued | 1,600,000 | 3,000,000 | |
Common Class A [Member] | |||
Common stock, shares authorized | 250,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | ||
Number of common stock voting rights | Vote | 1 | ||
Common stock, shares issued | 61,119,398 | ||
Common stock, shares outstanding | 61,119,398 | ||
Share price minimum for redemption | $ / shares | $ 18 |
Stock-Based Employee Compensa_3
Stock-Based Employee Compensation - Additional Information (Details) - USD ($) | Jul. 30, 2019 | Mar. 26, 2019 | Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 18, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation grant | 4,547,076 | 0 | |||||
Exercise price | $ 12.99 | $ 12.99 | |||||
Grant date fair value option | $ 4.48 | ||||||
Restricted Share Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock granted,Non vested shares | 60,902 | ||||||
Restricted Stock Award [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense | $ 600,000 | $ 600,000 | |||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 7 months | ||||||
2019 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation initially authorized | 7,000,000 | ||||||
Share based compensation grant | 4,547,076 | 0 | |||||
Exercise price | $ 12.99 | ||||||
Share based compensation expiration period | 6 years | ||||||
Vesting Rights, Percentage | 100.00% | ||||||
Common shares reaching | $ 20 | ||||||
Grant date fair value option | $ 4.48 | ||||||
Share based compensation fair value | 20,370,900 | ||||||
Unrecognized compensation cost | 0 | $ 0 | |||||
2019 Equity Incentive Plan [Member] | Restricted Share Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock granted,Non vested shares | 60,902 | ||||||
Non Vested shares,vesting period | 1 year | ||||||
Non vested shares estimated grant date fair value | $ 1,000,000 | ||||||
2019 Equity Incentive Plan [Member] | Restricted Share Units (RSUs) [Member] | Salary And Payroll Benefits [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation expense,non vested shares | $ 400,000 |
Stock-Based Employee Compensa_4
Stock-Based Employee Compensation - Schedule of Grant Date Fair Value of Option (Details) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Hurdle price per share | $ 20 |
Strike price per share | $ 12.99 |
Average period for hurdle price, in days | 5 days |
End of simulation term | Mar. 26, 2025 |
Term of simulation | 6 years |
Stock price as of the Measurement Date | $ 12.99 |
Volatility | 37.50% |
Risk-free rate (continuous) | 2.20% |
Dividend yield (quarterly after 3 years) | 3.00% |
Suboptimal exercise multiple | 2.8 |
Stock-Based Employee Compensa_5
Stock-Based Employee Compensation - Summary of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 24 Months Ended |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options, Granted | 4,547,076 | 0 |
Number of Options, Outstanding | 4,547,076 | |
Number of Options, Vested | 4,547,076 | |
Weighted-Average Exercise Price, Granted | $ 12.99 | |
Weighted-Average Exercise Price, Outstanding | 12.99 | |
Weighted-Average Exercise Price, Vested | 12.99 | |
Weighted-Average Grant Date Fair Value, Granted | 4.48 | |
Weighted-Average Grant Date Fair Value, Outstanding | 4.48 | |
Weighted-Average Grant Date Fair Value, Vested | $ 4.48 |
Stock-Based Employee Compensa_6
Stock-Based Employee Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Share Units (RSUs) [Member] | 9 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of awards, Granted | shares | 60,902 |
Number of awards, Non-Vested | shares | 60,902 |
Weighted-average grant date fair value, Granted | $ / shares | $ 15.60 |
Weighted-average grant date fair value, Non-Vested | $ / shares | $ 15.60 |
Noncontrolling Interest - Addit
Noncontrolling Interest - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' Equity Attributable to Noncontrolling Interest | $ 8,124 | $ 3,586 |
Bahamian [Member] | ||
Noncontrolling Interest | 60.00% | |
Medispa Limited [Member] | ||
Noncontrolling Interest | 40.00% |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
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 | $ 30,513 | $ 25,352 |
Other Current Liabilities [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Liability for unredeemed gift cards | $ 800 | $ 900 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue By Revenue Source and Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 118,452 | $ 443,781 | $ 540,778 | $ 506,685 |
Service [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 91,280 | 339,793 | 410,927 | 383,686 |
Service [Member] | Maritime [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 81,170 | 308,090 | 368,498 | 342,388 |
Service [Member] | Destination Resorts [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 10,110 | 31,703 | 42,429 | 41,298 |
Product [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 27,172 | 103,988 | 129,851 | 122,999 |
Product [Member] | Maritime [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 25,794 | 99,308 | 123,761 | 114,368 |
Product [Member] | Destination Resorts [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 633 | 2,003 | 2,524 | 2,835 |
Product [Member] | Timetospa.com [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 745 | $ 2,677 | $ 3,566 | $ 5,796 |
Income Taxes - Schedule of (Los
Income Taxes - Schedule of (Loss) Income before Income Tax (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
U.S. | $ 115 | $ (19,901) | $ 2,871 | $ 3,047 |
Foreign | (24,787) | 7,546 | 11,960 | 35,442 |
(Loss) income before income tax (benefit) | $ (24,672) | $ (12,355) | $ 14,831 | $ 38,489 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
U.S. Federal | $ (39) | $ (340) | $ 461 | $ 3,919 |
U.S. State | 57 | 89 | 159 | 267 |
Foreign | 91 | 131 | 468 | 1,077 |
Income tax (benefit) expense | 109 | (120) | 1,088 | 5,263 |
Current | 118 | 523 | 1,089 | 1,913 |
Deferred income taxes | $ (9) | $ (643) | $ (1) | $ 3,350 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Difference between Expected Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Provision using statutory | ||||
U.S. federal tax rate | $ (5,162) | $ (2,594) | $ 3,114 | $ 13,471 |
Foreign rate differential | 4,780 | (1,759) | (1,730) | (11,222) |
Rate change on deferred | 2,652 | |||
State taxes | 89 | 126 | 277 | |
Change in valuation allowance | 4,093 | (439) | (396) | |
Permanent differences | 346 | 168 | 141 | 71 |
Uncertain tax position | (68) | 487 | ||
Other | 145 | (117) | (56) | (77) |
Income tax (benefit) expense | $ 109 | $ (120) | $ 1,088 | $ 5,263 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | ||||
U.S. federal income tax rate | 21.00% | 21.00% | 35.00% | |
Uncertain tax positions, including interest and penalties accrued that would affect effective income tax rate | $ 3,900 | $ 3,900 | ||
Accrued interest and penalties related to uncertain tax positions | 2,200 | 2,200 | ||
Valuation allowance increased | $ 5,200 | |||
Current income taxes payable included in net parent investment | $ 30 | 1,200 | $ 1,000 | |
Decrease in unrecognized tax benefit impact of foreign exchange | $ (100) | |||
Increase in unrecognized tax benefit impact of foreign exchange | $ 500 | |||
Earliest Tax Year [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Income tax examination year | 2015 | |||
Latest Tax Year [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Income tax examination year | 2019 | |||
Foreign [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | $ 3,700 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amounts of Uncertain Tax Positions Excluding Interest and Penalties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Beginning balance | $ 1,697 | $ 1,663 | $ 1,781 | $ 1,559 |
Gross (decreases) increases—prior period tax position | (34) | 0 | (84) | 222 |
Ending balance | $ 1,663 | $ 1,663 | $ 1,697 | $ 1,781 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||
Stock options | $ 4,807 | |
Inventory reserves | 36 | $ 41 |
Allowance for doubtful accounts | 8 | 8 |
Depreciation and amortization | 1,274 | 3,731 |
Other reserves and accruals | 144 | 277 |
Gift certificates | 185 | 208 |
Net operating losses | 749 | |
Total deferred income tax assets | 7,203 | 4,265 |
Less valuation allowance | (5,157) | |
Deferred income tax asset, net | 2,046 | 4,265 |
Deferred income tax liability | (375) | |
Net deferred income tax asset | $ 1,671 | $ 4,265 |
Income Taxes - Schedule of Fore
Income Taxes - Schedule of Foreign Tax Operating Loss Carryforwards Expiring (Details) - Foreign [Member] $ in Millions | Dec. 31, 2019USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 3.7 |
Expires on 2020 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.4 |
Expires on 2021 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.6 |
Expires on 2022 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.3 |
Expires on 2023 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.5 |
Expires on 2024 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.5 |
Expires on 2026 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.3 |
Expires on 2027 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.2 |
Expires on 2028 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0.2 |
Expires on Indefinite [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 0.7 |
Commitment and Contingencies -
Commitment and Contingencies - Summary of Pursuant to Agreements for Minimum Commissions (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 | $ 122,216 |
Contractual obligation | $ 122,216 |
Commitment and Contingencies _2
Commitment and Contingencies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Commitment And Contingencies [Line Items] | ||||
Operating lease, renewal term | 10 years | |||
Minimum [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Operating lease, renewal term | 3 years | |||
Maximum [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Operating lease, renewal term | 5 years | |||
Carnival [Member] | Customer Concentration Risk [Member] | Revenue [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Concentration risk, percentage | 46.70% | 46.70% | 48.50% | 48.60% |
Royal Caribbean [Member] | Customer Concentration Risk [Member] | Revenue [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Concentration risk, percentage | 24.60% | 22.70% | 21.00% | 20.80% |
Norwegian Cruise Line [Member] | Customer Concentration Risk [Member] | Revenue [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Concentration risk, percentage | 12.90% | 15.20% | 13.80% | 13.00% |
Commitment and Contingencies _3
Commitment and Contingencies - Schedule of Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Minimum rentals | $ 1,573 | $ 5,173 | $ 7,087 | $ 6,873 |
Contingent rentals | 689 | 2,039 | 2,450 | 1,949 |
Operating Lease, Expense | $ 2,262 | $ 7,212 | $ 9,537 | $ 8,822 |
Commitment and Contingencies _4
Commitment and Contingencies - Summary of Minimum Annual Commitments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 | $ 3,581 |
2021 | 3,184 |
2022 | 2,857 |
2023 | 2,496 |
2024 | 2,550 |
Thereafter | 11,850 |
Operating lease, payments due | $ 26,518 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Income (Loss) by Component - Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
BALANCE | $ (127,583) | $ 199,006 | $ 225,281 | $ 244,864 | ||||
Total other comprehensive (loss) income, net of tax | (165) | 719 | (293) | 369 | ||||
BALANCE | 199,006 | 646,368 | (127,583) | 225,281 | ||||
Foreign Currency Translation Adjustments [Member] | ||||||||
BALANCE | [1] | (649) | (814) | (356) | (725) | |||
Other comprehensive (loss) income before reclassifications | (165) | [1] | (183) | (293) | [1] | 369 | [1] | |
Total other comprehensive (loss) income, net of tax | (165) | [1] | (183) | (293) | [1] | 369 | [1] | |
BALANCE | (814) | [1] | (183) | (649) | [1] | (356) | [1] | |
Changes Related to Cash Flow Derivative Hedge [Member] | ||||||||
Other comprehensive (loss) income before reclassifications | [2] | 1,109 | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | [2] | (207) | ||||||
Total other comprehensive (loss) income, net of tax | [2] | 902 | ||||||
BALANCE | [2] | 902 | ||||||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||||||
BALANCE | (649) | (814) | (356) | (725) | ||||
Other comprehensive (loss) income before reclassifications | 926 | |||||||
Amounts reclassified from accumulated other comprehensive income (loss) | (207) | |||||||
Total other comprehensive (loss) income, net of tax | 719 | |||||||
BALANCE | $ (814) | $ 719 | $ (649) | $ (356) | ||||
[1] | For the years ended December 31, 2018 (Predecessor) and 2017 (Predecessor), the only component of other comprehensive income (loss) was foreign currency translation adjustments. | |||||||
[2] | See Note 15. |
Fair Value Measurements and D_3
Fair Value Measurements and Derivatives - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | |||
Fixed interest rate payments | 1.457% | ||
Notional derivative amount at the contract inception,liability | $ 173.9 | $ 174.7 | |
Interest rate swap maturity date | Sep. 19, 2024 | ||
Interest rate swap fair value,asset | $ 0.2 | ||
Interest rate swap fair value,liability | 0.2 | ||
Interest rate cash flow hedge gain or loss to be reclassified within the next twelve months | $ 0.2 | ||
Valuation Technique, Discounted Cash Flow [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair value of long term outstanding debt | $ 372.2 |
Fair Value Measurements and D_4
Fair Value Measurements and Derivatives - Summary of Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Assets: | |
Fair value of Assets | $ 902 |
Fair Value, Inputs, Level 2 [Member] | |
Assets: | |
Fair value of Assets | 902 |
Derivative Financial Instruments [Member] | Other Current Assets [Member] | |
Assets: | |
Fair value of Assets | 250 |
Derivative Financial Instruments [Member] | Other Non-Current Assets [Member] | |
Assets: | |
Fair value of Assets | 652 |
Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 2 [Member] | Other Current Assets [Member] | |
Assets: | |
Fair value of Assets | 250 |
Derivative Financial Instruments [Member] | Fair Value, Inputs, Level 2 [Member] | Other Non-Current Assets [Member] | |
Assets: | |
Fair value of Assets | $ 652 |
Fair Value Measurements and D_5
Fair Value Measurements and Derivatives - Summary of Interest Rate Swap Contract (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | |
Amount of Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative | $ 902 | |
Interest Rate Cash Flow Hedge Gain Reclassified to Earnings, Net | $ (207) | |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Interest Expense [Member] | ||
Amount of Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative | 1,109 | |
Interest Rate Cash Flow Hedge Gain Reclassified to Earnings, Net | $ 207 |
Transactions with Related Par_3
Transactions with Related Parties - Additional Information (Details) € in Millions | Aug. 03, 2018USD ($) | Dec. 31, 2020USD ($) | Feb. 25, 2016EUR (€) | Mar. 19, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Contributions of capital from parent | $ 351,802,000 | |||||||
Salary and Payroll taxes | 29,349,000 | $ 32,300,000 | $ 15,624,000 | $ 15,294,000 | ||||
Shipping and handling costs | $ 2,498,000 | $ 13,986,000 | 9,937,000 | 9,222,000 | ||||
Lessee, operating lease, term of contract | 12 years | |||||||
Lessee, operating lease, option to extend | two periods of five years | |||||||
Operating leases, rent expense, net | $ 480,000 | |||||||
Lessee operating sub lease term of contract | 5 years | |||||||
Bliss World LLC [Member] | ||||||||
Business combination, consideration transferred | $ 1,250,000 | |||||||
Parent Corporate Overhead [Member] | ||||||||
Salary and Payroll taxes | 9,100,000 | 9,200,000 | ||||||
Shipping and handling costs | 2,600,000 | 2,500,000 | ||||||
Loan Agreement [Member] | ||||||||
Loan agreement wholly owned subsidiary | € | € 5 | |||||||
Maturity date | Jan. 3, 2021 | |||||||
Debt instrument, interest rate, basis for effective rate | 7.50 | |||||||
Contributions of capital from parent | $ 6,800,000 | |||||||
Interest income earned on loan | $ 200,000 | $ 300,000 | ||||||
Subsidiary [Member] | Beauty Products [Member] | ||||||||
Supplier agreement term | 10 years | |||||||
Forecast [Member] | Steiner Management Services LLC [Member] | ||||||||
Related party transaction, amounts of transaction | $ 360,000,000 | |||||||
Forecast [Member] | Nemo Investor Aggregator Limited [Member] | ||||||||
Related party transaction, amounts of transaction | $ 850,000,000 |
Transactions with Related Par_4
Transactions with Related Parties - Summary of Purchases of Beauty Products from Related Parties and Cost of Revenues (Details) - Beauty Products [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 19, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Purchases | $ 2,026 | $ 25,491 | $ 20,943 | $ 35,390 |
Cost of revenues | $ 1,828 | $ 22,995 | $ 28,903 | $ 36,114 |
Transactions with Related Par_5
Transactions with Related Parties - Summary of Inventories on Hand Related to these Purchases and Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventories | $ 36,066 | $ 32,265 |
Related Parties [Member] | Beauty Products [Member] | ||
Inventories | 17,268 | |
Accounts payable—related parties | $ 6,553 |
Profit Sharing Plans - Addition
Profit Sharing Plans - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Salary and Payroll Taxes [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Contribution under profit sharing retirement plan | $ 10 | $ 200 | $ 300 | $ 300 |
Segment and Geographic Inform_3
Segment and Geographic Information - Summary of Geographic information (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 19, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues: | ||||||||||||
REVENUES | $ 19,014 | $ 139,436 | $ 144,901 | $ 140,430 | $ 118,452 | $ 133,869 | $ 142,620 | $ 135,395 | $ 128,894 | $ 443,781 | $ 540,778 | $ 506,685 |
Property and equipment, net: | ||||||||||||
Property and equipment, net | 22,741 | 16,239 | 22,741 | 16,239 | ||||||||
U.S. [Member] | ||||||||||||
Revenues: | ||||||||||||
REVENUES | 6,008 | 25,950 | 27,166 | 30,851 | ||||||||
Property and equipment, net: | ||||||||||||
Property and equipment, net | 9,965 | 6,838 | 9,965 | 6,838 | ||||||||
Not connected to a country [Member] | ||||||||||||
Revenues: | ||||||||||||
REVENUES | 106,886 | 399,675 | 491,244 | 455,782 | ||||||||
Property and equipment, net: | ||||||||||||
Property and equipment, net | 6,826 | 2,188 | 6,826 | 2,188 | ||||||||
Other [Member] | ||||||||||||
Revenues: | ||||||||||||
REVENUES | $ 5,558 | 18,156 | 22,368 | $ 20,052 | ||||||||
Property and equipment, net: | ||||||||||||
Property and equipment, net | $ 5,950 | $ 7,213 | $ 5,950 | $ 7,213 |
Quarterly Selected Financial _3
Quarterly Selected Financial Data - Schedule of Quarterly Selected Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 19, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Revenues | $ 19,014 | $ 139,436 | $ 144,901 | $ 140,430 | $ 118,452 | $ 133,869 | $ 142,620 | $ 135,395 | $ 128,894 | $ 443,781 | $ 540,778 | $ 506,685 | ||
Operating (loss) income | (21,276) | 5,964 | 8,338 | 8,098 | (14,943) | 11,718 | 12,733 | 12,399 | 11,671 | 1,124 | 48,521 | 38,298 | ||
Net (loss) Income | (22,579) | 2,115 | 3,670 | 4,559 | (24,781) | 2,675 | 3,588 | 3,697 | 3,783 | $ (12,235) | (12,235) | 13,743 | 33,226 | |
Net (loss) income attributable to common shareholders and Parent, respectively | $ (22,683) | $ 1,143 | $ 2,362 | $ 3,609 | $ (25,459) | $ 1,835 | $ 2,515 | $ 2,653 | $ 2,883 | $ (15,569) | [1] | $ 9,886 | $ 31,117 | |
Basic (loss) earning per share | $ (0.37) | $ 0.02 | $ 0.04 | $ 0.06 | $ (0.25) | |||||||||
Diluted (loss) earning per share | $ (0.37) | $ 0.01 | $ 0.03 | $ 0.05 | $ (0.25) | |||||||||
Basic weighted average shares outstanding | 61,118,298 | 61,119,387 | 61,118,387 | 61,118,298 | 61,118,387 | |||||||||
Diluted weighted average shares outstanding | 61,118,298 | 75,115,386 | 75,011,638 | 72,047,201 | 61,118,387 | [2] | ||||||||
[1] | Calculated as total net loss less amounts attributable to noncontrolling interest. | |||||||||||||
[2] | For the period from March 20, 2019 to December 31, 2019 (Successor), potential common shares under the treasury stock method were antidilutive because the Company reported a net loss in this period. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to stock options, warrants, deferred shares and restricted stock. |
Quarterly Selected Financial _4
Quarterly Selected Financial Data - Correction of Immaterial Errors - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Jun. 30, 2019 | Mar. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Accumulated other comprehensive income (loss), net of tax | $ 719 | $ 719 | $ 719 | $ 719 | $ (649) | |||
Correcting these errors decreased additional paid in capital and stockholders' equity | (29,321) | |||||||
Decrease in cash flow used in investing activities | $ (517) | (679,362) | (4,983) | $ (2,683) | ||||
Adjusted cash and cash equivalents | 13,863 | 14,600 | 13,863 | 13,863 | $ 13,863 | 15,302 | ||
Decrease in other noncurrent assets | $ (1,003) | $ (854) | $ 652 | $ (5,354) | ||||
Additional Paid-in Capital [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Correcting these errors decreased additional paid in capital and stockholders' equity | (29,321) | |||||||
Parent [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Correcting these errors decreased additional paid in capital and stockholders' equity | (29,321) | |||||||
Correction of Immaterial Errors [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Goodwill, immaterial corrections | 2,800 | $ 23,000 | ||||||
Decrease attributable to incorrectly including as consideration transferred | (2,300) | (26,600) | ||||||
Error corrections and prior period adjustments, description | The effect of correcting i) above resulted in a $26.6 million decrease in Cash Flow Used in Investing Activities attributable to the acquisition of OSW Predecessor, which was further reduced to reflect $14.6 million of cash acquired in the Business Combination (which was previously presented as cash and cash equivalents, beginning of period). The effect of correcting iii) above resulted in a $6.8 million increase in Cash Flow Used In by Operating Activities (specifically, to decrease the change in other noncurrent assets) | adjusting for (i) a decrease of $26.6 million attributable to incorrectly including as consideration transferred change in control payments pursuant to employment agreements entered into in 2016 that were earned upon consummation of the Business Combination for services rendered prior to the Business Combination for which an assumed liability had been recorded in the purchase accounting treatment of the Business Combination; (ii) a decrease of $3.2 million attributable to a receivable due from Parent for the reimbursement of cash payments made by the Company on behalf of the Parent that had not been recorded in the purchase accounting treatment of the Business Combination; and (iii) an increase of $6.8 million attributable to contract acquisition costs that had incorrectly been recorded as an intangible asset in the purchase accounting of the Business Combination. | ||||||
Decrease of receivable due from parent for reimbursement of cash payments | (3,200) | |||||||
Acquisition costs | 500 | 6,800 | ||||||
Accrued Expenses | 3,900 | 3,700 | ||||||
Accumulated other comprehensive income (loss), net of tax | 600 | |||||||
Decrease in cash flow used in investing activities | $ 26,600 | |||||||
Adjusted cash and cash equivalents | 1,700 | $ 1,700 | 1,700 | $ 1,700 | ||||
Decrease in other noncurrent assets | 6,800 | |||||||
Increase decrease accrued expenses | 3,000 | |||||||
Business combination, consideration transferred | 25,000 | |||||||
Effect of exchange rate on cash and cash equivalents | $ 600 | |||||||
Decrease attributable to understating prepaid expenses and other current assets | (1,000) | |||||||
Net adjustments to additional paid in capital to reverse and incorrect entry | 1,300 | |||||||
Correction of Immaterial Errors [Member] | Additional Paid-in Capital [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Correcting these errors decreased additional paid in capital and stockholders' equity | 5,200 | 24,100 | ||||||
Correction of Immaterial Errors [Member] | Parent [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Correcting these errors decreased additional paid in capital and stockholders' equity | $ 5,200 | $ 23,500 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | Mar. 24, 2020 | Feb. 14, 2020 | Mar. 19, 2019 | Nov. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 8,124 | $ 3,586 | ||||
Aggregate Stockholders Shares | 31,713,387 | |||||
Payment of dividends description | On March 24, 2020, the Company announced that it is deferring payment of its dividend declared on February 26, 2020, for payment on May 29, 2020 to shareholders of record on April 10, 2020, until the Board of Directors reapproves its payment; and withdrawing its dividend program until further notice. | |||||
Dividend payable date | May 29, 2020 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Dividend declared date | Feb. 26, 2020 | |||||
Dividend payable date | May 29, 2020 | |||||
Dividend record date | Apr. 10, 2020 | |||||
Bahamian [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Noncontrolling Interest | 60.00% | |||||
Medispa Limited [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Noncontrolling Interest | 40.00% | |||||
Medispa Limited [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of noncontrolling interest acquired | 40.00% | |||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 12,300 | |||||
Aggregate Stockholders Shares | 98,753 |