0001558370-21-007398 | 10-Q | XBRL Viewer

Leases (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of supplemental cash flow information related to leases


	Three months ended March 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(1,073)	$	(628)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	(334)	$	—
Leased assets surrendered in exchange for termination of operating lease liabilities	$	9	$	—

Schedule of future minimum commitments


Calendar Years ending December 31,	Amount
Remaining 2021	$	2,783
2022		2,927
2023		2,050
2024		1,409
2025		810
Thereafter		1,443
Total future lease payments		11,422
Less: interest expense at incremental borrowing rate		(2,196)
Net present value of lease liabilities	$	9,226

Schedule of other assumptions and pertinent information


Weighted average remaining lease term:	4.3	years
Weighted average discount rate used to determine present value of operating lease liability:	10.26	%

Fair Value Measurements (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	$ 1,867	$ 1,768
Assets, fair value	1,867	1,768
Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	1,867	1,768
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	0	0
Assets, fair value	0	0
Fair Value, Inputs, Level 1 [Member] \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	1,867	1,768
Assets, fair value	1,867	1,768
Fair Value, Inputs, Level 2 [Member] \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	1,867	1,768
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	0	0
Assets, fair value	0	0
Fair Value, Inputs, Level 3 [Member] \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	$ 0	$ 0

Stockholders' Equity - Warrants Narratives (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Palladium Warrants \| Placement Agent Agreement
Warrants [Line Items]
Warrants to purchase shares of common stock	325,500
Warrant exercise price \| $ / shares	$ 1.70
H.C.W. Warrants \| Placement Agent Agreement
Warrants [Line Items]
Warrants to purchase shares of common stock	842,588
Cash fees paid \| $	$ 2,154
Warrant exercise price \| $ / shares	$ 2.125
December 2020 Warrants
Warrants [Line Items]
Total of warrants exercised	11,223,529
Gross proceeds \| $	$ 19,161

Cash, Cash Equivalents, and Restricted Cash (Tables)

3 Months Ended

Mar. 31, 2021

Cash, Cash Equivalents, and Restricted Cash

Schedule of cash, cash equivalents, and restricted cash


	March 31, 2021		December 31, 2020
Cash denominated in United States dollars	$	100,959	$	88,636
Cash denominated in currency other than United States dollars		1,683		1,158
Restricted cash		701		701
Other		7		7
Total cash, cash equivalents and restricted cash	$	103,350	$	90,502

Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Leases
Operating cash flows from operating leases	$ (1,073)	$ (628)
Leased assets obtained in exchange for new and modified operating lease liabilities	(334)
Leased assets surrendered in exchange for termination of operating lease liabilities	$ 9

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2021
Income Taxes.
Income Taxes	Note 10. Income Taxes The Company’s provision for income taxes consists of federal, state, local, and foreign taxes in amounts necessary to align the Company’s year-to-date provision for income taxes with the effective tax rate that the Company expects to achieve for the full year. The income tax provision for the three-month period ended March 31, 2021 reflects a de minimis estimated global annual effective tax rate. As of March 31, 2021, deferred tax assets generated from the Company’s activities in the United States were offset by a valuation allowance because realization depends on generating future taxable income, which, in the Company’s estimation, is not more likely than not to be generated before such net operating loss carryforwards expire. Net operating losses generated for tax years beginning after December 31, 2017 do not expire. The Company expects its effective tax rate for its current fiscal year to be significantly lower than the statutory rate as a result of a full valuation allowance; therefore, any loss before income taxes does not generate a corresponding income tax benefit. The Company had de minimis income tax expense for the three-month period ended March 31, 2021. This was attributable primarily to operating results in conjunction with a full valuation allowance. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual tax rate could differ from current estimates. The Company does not expect to record any additional material provisions for unrecognized tax benefits in the next year.

Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Intangible Assets
Amortization expense	$ 99	$ 570

Debt

3 Months Ended

Mar. 31, 2021

Debt

Debt

Note 7. Debt

Total Debt as of March 31, 2021 and December 31, 2020 is comprised of the following:


	March 31, 2021		December 31, 2020
Promissory note, unsecured	$	5,653	$	5,653
Total debt	$	5,653	$	5,653

Paycheck Protection Program

On May 1, 2020, the Company entered into a U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) promissory note in the principal amount of $5,653 payable to Bank of America, NA (the “Bank of America”) evidencing a PPP loan (the “PPP Loan”). The PPP Loan bears interest at a rate of 1% per annum. No payments will be due on the PPP Loan during a six-month deferral period commencing on May 2, 2020. Commencing one month after the expiration of the deferral period and continuing on the same day of each month thereafter until the maturity date of the PPP Loan, the Company will be obligated to make monthly payments of principal and interest, each in such equal amount required to fully amortize the principal amount outstanding on the PPP Loan by the maturity date. The maturity date is May 2, 2022. The principal amount of the PPP Loan is subject to forgiveness under the PPP upon the Company’s request to the extent that PPP Loan proceeds are used to pay expenses permitted by the PPP. Bank of America may forgive interest accrued on any principal forgiven if the SBA pays the interest. At this time, there can be no assurance that any part of the PPP Loan will be forgiven. The PPP Loan contains customary borrower default provisions and lender remedies, including the right of Bank of America to require immediate repayment in full the outstanding principal balance of the PPP Loan with accrued interest. As of March 31, 2021, $51 of interest has been accrued and is included in Accounts payable, accrued expenses and other in the condensed consolidated balance sheet.

Significant Accounting and Reporting Policies (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
XpresTest \| Management Services Agreements (“MSAs”)
Recognized revenue	$ 8,178	$ 3,186

Stockholders' Equity - Stock Options and RSU Activity (Details)	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Stockholders Equity [Line Items]
No. of options, Outstanding as of December 31, 2020 \| shares	1,353,888
No. of options, Granted \| shares	1,668,297
No. of options, Outstanding as of March 31, 2021 \| shares	3,022,185
No. of options, Exercisable as of March 31, 2021 \| shares	732,116
Weighted average grant date fair value, Balance at December 31, 2020	$ 3.82
Weighted average grant date fair value, Granted	1.56
Weighted average grant date fair value, Balance at March 31, 2021	2.57
Weighted average grant date fair value, exercisable at March 31, 2021	$ 5.04
RSUs
Stockholders Equity [Line Items]
No. of options, Granted \| shares	140,167
No. of options, Exercised/Vested \| shares	(35,042)
No. of options, Outstanding as of March 31, 2021 \| shares	105,125
Weighted average grant date fair value, Granted	$ 1.19
Weighted average grant date fair value, Exercised/Vested	1.19
Weighted average grant date fair value, Balance at March 31, 2021	$ 1.19
XpresTest RSAs
Stockholders Equity [Line Items]
No. of options, Outstanding as of December 31, 2020 \| shares	28.75
No. of options, Granted \| shares	120.00
No. of options, Exercised/Vested \| shares	(122.5)
No. of options, Outstanding as of March 31, 2021 \| shares	26.25
Weighted average grant date fair value, Balance at December 31, 2020	$ 11,390.35
Weighted average grant date fair value, Granted	5,227.20
Weighted average grant date fair value, Exercised/Vested	5,324.17
Weighted average grant date fair value, Balance at March 31, 2021	11,524.78
Minimum
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2020	1.53
Exercise price range, Granted	1.19
Exercise price range, Outstanding as of March 31, 2021	1.19
Exercise price range, Exercisable as of March 31, 2021	1.19
Maximum
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2020	2,460.00
Exercise price range, Granted	1.61
Exercise price range, Outstanding as of March 31, 2021	2,460.00
Exercise price range, Exercisable as of March 31, 2021	$ 2,460.00

Cash, Cash Equivalents, and Restricted Cash

3 Months Ended

Mar. 31, 2021

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

Note 4. Cash, Cash Equivalents, and Restricted Cash

A reconciliation of the Company’s cash and cash equivalents in the Condensed Consolidated Balance Sheets to cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows as of March 31, 2021 and December 31, 2020 is as follows:


	March 31, 2021		December 31, 2020
Cash denominated in United States dollars	$	100,959	$	88,636
Cash denominated in currency other than United States dollars		1,683		1,158
Restricted cash		701		701
Other		7		7
Total cash, cash equivalents and restricted cash	$	103,350	$	90,502

The Company places its cash and temporary cash investments with credit quality institutions. At times, such cash denominated in United States dollars may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. At March 31, 2021 and December 31, 2020, deposits in excess of FDIC limits were $101,103 and $88,556, respectively. As of March 31, 2021 and December 31, 2020, the Company held cash balances in overseas accounts, totaling $1,683 and $1,158 respectively, which are not insured by the FDIC. If the Company were to distribute the amounts held overseas, the Company would need to follow an approval and distribution process as defined in its operating and partnership agreements, which may delay and/or reduce the availability of that cash to the Company.

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Cash, Cash Equivalents, and Restricted Cash
Cash denominated in United States dollars	$ 100,959	$ 88,636
Cash denominated in currency other than United States dollars	1,683	1,158
Restricted cash	701	701
Credit and debit card receivables	7	7
Total cash, cash equivalents and restricted cash	$ 103,350	$ 90,502	$ 4,306	$ 2,635

Intangible Assets - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remaining 2021	$ 303
2022	400
2023	67
2024	1
Total	$ 771	$ 870

Segment Information (Tables)

3 Months Ended

Mar. 31, 2021

Segment Information

Schedule of segment reporting information, by segment




	For the three months ended
	March 31,
	2021		2020
Revenue
XpresSpa	$	333	$	7,588
XpresTest		8,179		—
Corporate and other		-		130
Total revenue	$	8,512	$	7,718

Operating (loss) income
XpresSpa	$	(1,567)	$	(2,716)
XpresTest		2,177		—
Corporate and other		(1,531)		(1,232)
Total operating loss	$	(921)	$	(3,948)



	March 31,		March 31,
	2021		2020
Assets
XpresSpa	$	9,047	$	25,112
XpresTest		7,083		—
Corporate and other		103,690		4,078
Total assets	$	119,820	$	29,190

Potentially Dilutive Securities

3 Months Ended

Mar. 31, 2021

Potentially Dilutive Securities

Potentially Dilutive Securities

Note 3. Potentially Dilutive Securities

The table below presents the computation of basic and diluted net loss per share of Common Stock:


	Three months ended
	March 31,
	2021		2020

Basic and diluted numerator:
Net loss attributable to XpresSpa Group, Inc.	$	(1,056)	$	(10,616)
Less: deemed dividend on warrants and preferred stock		—		(308)
Net loss attributable to common shareholders	$	(1,056)	$	(10,924)
Basic and diluted denominator:
Basic and diluted weighted average shares outstanding		101,058,500		6,276,012
Basic and diluted net loss per share	$	(0.01)	$	(1.74)

Net loss per share data presented above excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Both vested and unvested options to purchase an equal number of shares of Common Stock		3,022,185		45,964
Unvested RSUs to issue an equal number of shares of Common Stock		105,125		20,000
Warrants to purchase an equal number of shares of Common Stock		37,988,940		8,832,776
Preferred stock on an as converted basis		—		802,079
Convertible notes on an as converted basis		—		15,551,497
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders		41,116,250		25,252,316

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2021

Intangible Assets

Schedule of company's intangible assets


	March 31, 2021						December 31, 2020
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade name	$	1,339	$	(953)	$	386	$	1,339	$	(899)	$	440
Software		694		(309)		385		694		(264)		430
Total intangible assets	$	2,033	$	(1,262)	$	771	$	2,033	$	(1,163)	$	870

Schedule of estimated amortization expense


Calendar Years ending December 31,	Amount
Remaining 2021		303
2022		400
2023		67
2024		1
Total	$	771

Leases - Future Minimum Commitments (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Leases
Remaining 2021	$ 2,783
2022	2,927
2023	2,050
2024	1,409
2025	810
Thereafter	1,443
Total future lease payments	11,422
Less: interest expense at incremental borrowing rate	(2,196)
Net present value of lease liabilities	$ 9,226

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 102,649	$ 89,801
Accounts receivable, net	3,019
Inventory	1,165	657
Other current assets	956	1,321
Total current assets	107,789	91,779
Restricted cash	701	701
Property and equipment, net	4,464	4,161
Intangible assets, net	771	870
Operating lease right of use assets	3,134	3,034
Other assets	2,961	2,588
Total assets	119,820	103,133
Current liabilities
Accounts payable, accrued expenses and other	7,049	7,382
Current portion of operating lease liabilities	2,789	2,797
Current portion of promissory note, unsecured	4,004	3,298
Total current liabilities	13,842	13,477
Long-term liabilities
Promissory note, unsecured	1,649	2,355
Operating lease liabilities	6,437	6,930
Total liabilities	21,928	22,762
Commitments and contingencies (see Note 11)
Equity
Common Stock, $0.01 par value per share 150,000,000 shares authorized; 105,282,382,and 94,058,853 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	1,053	941
Additional paid-in capital	492,868	475,709
Accumulated deficit	(399,680)	(398,624)
Accumulated other comprehensive loss	(236)	(220)
Total equity attributable to XpresSpa Group, Inc.	94,005	77,806
Noncontrolling interests	3,887	2,565
Total equity	97,892	80,371
Total liabilities and equity	119,820	103,133
Series A Convertible Preferred Stock [Member]
Equity
Preferred stock
Series C Junior Preferred Stock [Member]
Equity
Preferred stock
Series D Convertible Preferred Stock [Member]
Equity
Preferred stock
Series E Convertible Preferred Stock [Member]
Equity
Preferred stock
Series F Convertible Preferred Stock [Member]
Equity
Preferred stock

Leases - Other Assumptions and Pertinent Information (Details)	Mar. 31, 2021
Leases
Weighted average remaining lease term (years):	4 years 3 months 18 days
Weighted average discount rate used to determine present value of operating lease liability:	10.26%

Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,033	$ 2,033
Accumulated Amortization	(1,262)	(1,163)
Net Carrying Amount	771	870
Trade name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,339	1,339
Accumulated Amortization	(953)	(899)
Net Carrying Amount	386	440
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	694	694
Accumulated Amortization	(309)	(264)
Net Carrying Amount	$ 385	$ 430

Potentially Dilutive Securities (Tables)

3 Months Ended

Mar. 31, 2021

Potentially Dilutive Securities

Schedule of computation of basic and diluted net losses per common share


	Three months ended
	March 31,
	2021		2020

Basic and diluted numerator:
Net loss attributable to XpresSpa Group, Inc.	$	(1,056)	$	(10,616)
Less: deemed dividend on warrants and preferred stock		—		(308)
Net loss attributable to common shareholders	$	(1,056)	$	(10,924)
Basic and diluted denominator:
Basic and diluted weighted average shares outstanding		101,058,500		6,276,012
Basic and diluted net loss per share	$	(0.01)	$	(1.74)

Net loss per share data presented above excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Both vested and unvested options to purchase an equal number of shares of Common Stock		3,022,185		45,964
Unvested RSUs to issue an equal number of shares of Common Stock		105,125		20,000
Warrants to purchase an equal number of shares of Common Stock		37,988,940		8,832,776
Preferred stock on an as converted basis		—		802,079
Convertible notes on an as converted basis		—		15,551,497
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders		41,116,250		25,252,316

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Preferred stock Series E Convertible Preferred Stock [Member]	Preferred stock Series F Convertible Preferred Stock [Member]	Common Stock May 2018 Class A Warrants	Common Stock B3D Note [Member]	Common Stock	Additional paid-in capital May 2018 Class A Warrants	Additional paid-in capital B3D Note [Member]	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Total Company equity (deficit) May 2018 Class A Warrants	Total Company equity (deficit) B3D Note [Member]	Total Company equity (deficit)	Non-controlling interests	May 2018 Class A Warrants	B3D Note [Member]	Total
Balance at Dec. 31, 2019	$ 10				$ 52			$ 302,118	$ (308,136)	$ (283)			$ (6,239)	$ 3,703			$ (2,536)
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2019	977,865	8,996
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019					5,157,390
Exercise of Warrants into Common Stock			$ 26			$ 3,096					$ 3,122				$ 3,122
Exercise of Warrants into Common Stock (in shares)			2,578,455
Conversion of Stock and Notes into Common Stock				$ 14	$ 9		$ 1,321	(9)				$ 1,335				$ 1,335
Conversion of Stock and Notes into Common Stock (in shares)		(7,465)		1,430,647	930,326
Issuance of Stock for payment of interest on Note				$ 2			$ 418	63				$ 420	63			$ 420	63
Issuance of Stock for payment of interest on Note (in shares)	10,123			236,077
Direct offerings of Common Stock and pre-funded warrants, net of costs					$ 82			4,176					4,258				4,258
Direct offerings of Common Stock and pre-funded warrants, net of costs (in shares)					8,210,239
Issuance of Common Stock for services					$ 1			134					135				135
Issuance of Common Stock for services (in shares)					58,333
Stock-based compensation								72					72				72
Net loss for the period									(10,616)				(10,616)	(108)			(10,724)
Contributions from noncontrolling interests														117			117
Balance at Mar. 31, 2020	$ 10				$ 186			311,389	(318,752)	(283)			(7,450)	3,712			(3,738)
Preferred Stock, Shares Outstanding, Ending Balance at Mar. 31, 2020	987,988	1,531
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2020					18,601,467
Balance at Dec. 31, 2020					$ 941			475,709	(398,624)	(220)			77,806	2,565			$ 80,371
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020					94,058,853												94,058,853
Exercise of Warrants into Common Stock					$ 112			16,895					17,007				$ 17,007
Exercise of Warrants into Common Stock (in shares)					11,223,529
Stock-based compensation								264					264	741			1,005
Net loss for the period									(1,056)				(1,056)	248			(808)
Foreign currency translation										(16)			(16)				(16)
Contributions from noncontrolling interests														333			333
Balance at Mar. 31, 2021					$ 1,053			$ 492,868	$ (399,680)	$ (236)			$ 94,005	$ 3,887			$ 97,892
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2021					105,282,382												105,282,382

Stockholders' Equity - Schedule of Changes in Warrants Activity (Details) - Warrants	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Warrants [Line Items]
Outstanding, Opening Balance \| shares	48,044,381
Granted \| shares	1,168,088
Exercised \| shares	(11,223,529)
Outstanding, Ending Balance \| shares	37,988,940
Minimum
Warrants [Line Items]
Exercise price range, Beginning Balance	$ 0.525
Exercise price range, Granted	1.700
Exercise price range, Exercised	1.700
Exercise price range, Ending Balance	0.525
Maximum
Warrants [Line Items]
Exercise price range, Beginning Balance	300.00
Exercise price range, Granted	2.1250
Exercise price range, Exercised	2.125
Exercise price range, Ending Balance	$ 300.00

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	105,282,382	94,058,853
Common stock, outstanding	105,282,382	94,058,853
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	6,968	6,968
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series C Junior Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	300,000	300,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series D Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	500,000	500,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series E Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	2,397,060	2,397,060
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series F Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	9,000	9,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	May 13, 2021
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Registrant Name	XpresSpa Group, Inc.
Entity Central Index Key	0001410428
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	XSPA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		105,310,365
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true

Segment Information (Geographical Revenue, Segment Operating Loss and Total Asset Information) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) segment	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments \| segment	2
Revenue
Total revenue, net	$ 8,512	$ 7,718
Segment operating income (loss)
Total operating income (loss)	(921)	(3,948)
Assets
Total assets	$ 119,820	29,190	$ 103,133
Customers A [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	15.00%
Customers A [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	20.00%
Customers B [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	30.00%
Customers B [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	44.00%
Customers C [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	12.00%
Customers C [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	14.00%
Customers D [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	21.00%
Customers D [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	13.00%
Customers E [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	15.00%
XpresSpa
Revenue
Total revenue, net	$ 333	7,588
Segment operating income (loss)
Total operating income (loss)	(1,567)	(2,716)
Assets
Total assets	9,047	25,112
XpresTest
Revenue
Total revenue, net	8,179
Segment operating income (loss)
Total operating income (loss)	2,177
Assets
Total assets	7,083
Corporate and Other
Revenue
Total revenue, net		130
Segment operating income (loss)
Total operating income (loss)	(1,531)	(1,232)
Assets
Total assets	$ 103,690	$ 4,078

Leases

3 Months Ended

Mar. 31, 2021

Leases

Leases

Note 6. Leases

The Company leases its retail and diagnostic testing locations at various domestic and international airports. Additionally, the Company leases its corporate office in New York City. Certain leases entered into by the Company fall under ASU No. 2016-02, Leases (“ASC 842”). At inception, the Company determines if a lease qualifies under ASC 842. Certain of the Company’s lease arrangements contain fixed payments throughout the term of the lease, while others involve a variable component to determine the lease obligation wherein a certain percentage of sales is used to calculate the lease payment.

All qualifying leases held by the Company are classified as operating leases. Operating lease right of use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease right of use assets and operating lease liabilities are recognized as of the commencement date based on the present value of lease payments over the lease term. The Company records its operating lease right of use assets and operating lease liabilities based on required guaranteed payments under each lease agreement. The Company uses its incremental borrowing rate as of the commencement date of the lease, which approximates the rate at which the Company can borrow funds on a secured basis, in determining the present value of the guaranteed lease payments.

The Company reviews all of its existing lease agreements on a quarterly basis to determine whether there were any modifications to existing lease agreements and to assess if any leases should be accounted for pursuant to the guidance in ASC 842. The Company recalculates the right of use asset and lease liability based on the modified lease terms and adjusts both balances accordingly.

The Company has received rent concessions from landlords on a majority of its leases, allowing for the relief of minimum guaranteed payments in exchange for percentage-of-revenue rent or providing relief from rent through payment deferrals. Currently, the periods of relief from these payments range from three to nineteen months and began in March 2020. The Company received minimum guaranteed payment concessions of approximately $472 and $75 in the three months ended March 31, 2021 and March 31, 2020, respectively, and $2,504 in the twelve months ended March 31, 2021. The company expects to receive additional rent concessions while our spas remain closed.

The Financial Accounting Standards Board (“FASB”) issued a Q&A in March 2020 that focused on the application of lease guidance in ASC 842 for lease concessions related to the effects of COVID-19. The FASB staff has said that entities can elect to not evaluate whether concessions granted by lessors related to COVID-19 are lease modifications. Entities that make this election can then apply the lease modification guidance in ASC 842 or account for the concession as if it were contemplated as part of the existing contract. XpresSpa has elected to not treat the concessions as lease modifications and will instead account for the lease concessions as if they were contemplated as part of the existing leases.

When a lessor grants a concession that contractually releases a lessee from certain lease payments or defers lease payments, a lessee may account for the concession as a negative variable lease payment and recognize negative variable lease expense in the period when the rent concession becomes accruable. The Company has recorded negative variable lease expense and adjusted lease liabilities at the point in which the rent concession has become accruable.

Supplemental cash flow information related to leases for the three months ended March 31, 2021 and 2020 were as follows:


	Three months ended March 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(1,073)	$	(628)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	(334)	$	—
Leased assets surrendered in exchange for termination of operating lease liabilities	$	9	$	—

As of March 31, 2021, operating leases contain the following future minimum commitments:


Calendar Years ending December 31,	Amount
Remaining 2021	$	2,783
2022		2,927
2023		2,050
2024		1,409
2025		810
Thereafter		1,443
Total future lease payments		11,422
Less: interest expense at incremental borrowing rate		(2,196)
Net present value of lease liabilities	$	9,226

Other assumptions and pertinent information related to the Company’s accounting for operating leases are:


Weighted average remaining lease term:	4.3	years
Weighted average discount rate used to determine present value of operating lease liability:	10.26	%

Cash paid for minimum annual rental obligations was $150 and $600 for the three months ended March 31, 2021 and 2020, respectively.

Variable lease payments calculated monthly as a percentage of product and services revenue were $97 and $415 for the three months ended March 31, 2021 and 2020, respectively.

Potentially Dilutive Securities (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share Disclosure
Net loss attributable to XpresSpa Group, Inc.	$ (1,056)	$ (10,616)
Less: deemed dividend on warrants and preferred stock		(308)
Net loss attributable to common shareholders	$ (1,056)	$ (10,924)
Basic and diluted weighted average shares outstanding	101,058,500	6,276,012
Basic and diluted net loss per share	$ (0.01)	$ (1.74)
Net loss per share data presented above excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders	41,116,250	25,252,316
Convertible Preferred Stock [Member]
Net loss per share data presented above excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders		802,079
Vested and unvested options to purchase an equal number of shares of Common Stock [Member]
Net loss per share data presented above excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders	3,022,185	45,964
Unvested Restricted Stock Units ("RSU") [Member]
Net loss per share data presented above excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders	105,125	20,000
Warrants
Net loss per share data presented above excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders	37,988,940	8,832,776
Convertible notes [Member]
Net loss per share data presented above excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Total number of potentially dilutive securities excluded from the calculation of loss per share attributable to common shareholders		15,551,497

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Measurements

Fair Value Measurements

Note 9. Fair Value Measurements

Fair value measurements are determined based on assumptions that a market participant would use in pricing an asset or a liability. A three-tiered hierarchy distinguishes between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3).

The following table presents the placement in the fair value hierarchy measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020:


			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
As of March 31, 2021:
Recurring fair value measurements
Equity securities:
Route1, Inc.	$	1,867	$	—	$	1,867	$	—
Total equity securities		1,867		—		1,867		—
Total recurring fair value measurements	$	1,867	$	—	$	1,867	$	—

As of December 31, 2020
Recurring fair value measurements
Equity securities:
Route1	$	1,768	$	—	$	1,768	$	—
Total equity securities		1,768		—		1,768		—
Total recurring fair value measurements	$	1,768	$	—	$	1,768	$	—

Equity securities pertain to common shares in Route1, Inc. obtained in the 2018 sale of Group Mobile to Route 1, Inc. On March 22, 2021, the Company executed a cashless exercise of warrants to purchase 3,000,000 common shares of Route 1, Inc.. In exchange, the Company received 1,355,443 common shares of Route 1, Inc., bringing the total number of shares owned to 3,855,443. For the three months ended March 31, 2021, we recorded an unrealized gain of $99 in connection with the remeasurement of the common shares of Route 1, Inc.

In addition to the above, the Company’s financial instruments as of March 31, 2021 and December 31, 2020 consisted of cash and cash equivalents, receivables, accounts payable and debt. The carrying amounts of all the aforementioned financial instruments approximate fair value because of the short-term maturities of these instruments.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Measurements

Schedule of derivative liabilities measured at fair value on a recurring basis


			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
As of March 31, 2021:
Recurring fair value measurements
Equity securities:
Route1, Inc.	$	1,867	$	—	$	1,867	$	—
Total equity securities		1,867		—		1,867		—
Total recurring fair value measurements	$	1,867	$	—	$	1,867	$	—

As of December 31, 2020
Recurring fair value measurements
Equity securities:
Route1	$	1,768	$	—	$	1,768	$	—
Total equity securities		1,768		—		1,768		—
Total recurring fair value measurements	$	1,768	$	—	$	1,768	$	—

Segment Information

3 Months Ended

Mar. 31, 2021

Segment Information

Segment Information

Note 12. Segment Information

We analyze the results of our business through our two reportable segments: XpresSpa and XpresTest. The XpresSpa segment provides travelers premium spa services, including massage, nail and skin care, as well as spa and travel products. The XpresTest segment provides diagnostic COVID-19 tests at XpresCheck™ Wellness Centers in airports, to airport employees and to the traveling public. The chief operating decision maker evaluates the operating results and performance of our segments through operating income. Expenses that can be specifically identified with a segment have been included as deductions in determining operating income. Any remaining expenses and other charges are included in

Corporate and Other.

For the three months ended March 31, 2021, Customers A, B, C, D and E comprised approximately 15%, 30%, 12%, 21% and 15%, respectively, of the Company’s net sales. As of March 31, 2021, Customers A, B, C, and D comprised approximately 20%, 44%, 14%, and 13%, respectively of the Company’s accounts receivable.




	For the three months ended
	March 31,
	2021		2020
Revenue
XpresSpa	$	333	$	7,588
XpresTest		8,179		—
Corporate and other		-		130
Total revenue	$	8,512	$	7,718

Operating (loss) income
XpresSpa	$	(1,567)	$	(2,716)
XpresTest		2,177		—
Corporate and other		(1,531)		(1,232)
Total operating loss	$	(921)	$	(3,948)



	March 31,		March 31,
	2021		2020
Assets
XpresSpa	$	9,047	$	25,112
XpresTest		7,083		—
Corporate and other		103,690		4,078
Total assets	$	119,820	$	29,190

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2021

Stockholders' Equity

Schedule of information about all warrant activity


		Exercise
	No. of Warrants	price range
December 31, 2020	48,044,381	$	0.525 – 300.00
Granted	1,168,088	$	1.70 - 2.125
Exercised	(11,223,529)	$	1.70 - 2.125
March 31, 2021	37,988,940	$	0.525 - 300.00

Schedule of fair value of stock options estimated


Share price of the Company’s Common Stock on the grant date:	$	1.26 - 5.01
Exercise price:	$	1.26 - 5.01
Expected volatility:		123	%
Expected dividend yield:		0	%
Annual average risk-free rate:		0.37	%
Expected term:		5.38	years

Stock options and restricted stock units activity


	RSUs			XpresTest RSAs			Stock options
		Weighted			Weighted			Weighted
		average			average			average		Exercise
	No. of	grant date		No. of	grant date		No. of	exercise		price
	RSUs	fair value		RSAs	fair value		options	price		range
Outstanding as of December 31, 2020	—	$	—	28.75	$	11,390.35	1,353,888	$	3.82	$	1.53 - 2,460.00
Granted	140,167		1.19	120.00		5,227.20	1,668,297		1.56		1.19 - 1.61
Exercised/Vested	(35,042)		1.19	(122.50)		5,324.17	—		—
Outstanding as of March 31, 2021	105,125	$	1.19	26.25	$	11,524.78	3,022,185	$	2.57	$	1.19 - 2,460.00
Exercisable as of March 31, 2021							732,116	$	5.04	$	1.19 - 2,460.00

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue, net
Total revenue, net	$ 8,512	$ 7,718
Cost of sales
Labor	1,215	4,476
Occupancy	481	1,410
Products and other operating costs	2,463	1,282
Total cost of sales	4,159	7,168
Depreciation and amortization	744	1,265
Impairment/disposal of assets	22
General and administrative	4,508	3,233
Total operating expenses	9,433	11,666
Operating loss	(921)	(3,948)
Interest income (expense), net	12	(1,061)
Loss on revaluation of warrants and conversion options		(5,369)
Other non-operating income (expense), net	102	(346)
Loss from operations before income taxes	(807)	(10,724)
Income tax expense	(1)
Net loss	(808)	(10,724)
Net (income) loss attributable to noncontrolling interests	(248)	108
Net loss attributable to XpresSpa Group, Inc.	(1,056)	(10,616)
Net loss	(808)	(10,724)
Other comprehensive loss from operations	(16)
Comprehensive loss	$ (824)	$ (10,724)
Loss per share
Basic and diluted net loss per share	$ (0.01)	$ (1.74)
Weighted-average number of shares outstanding during the year
Basic	101,058,500	6,276,012
Diluted	101,058,500	6,276,012
Managed services fees [Member]
Revenue, net
Total revenue, net	$ 8,174
Services [Member]
Revenue, net
Total revenue, net	265	$ 6,686
Products [Member]
Revenue, net
Total revenue, net	65	891
Other [Member]
Revenue, net
Total revenue, net	$ 8	$ 141

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities
Net loss	$ (808)	$ (10,724)
Adjustments to reconcile net loss to net cash used in operating activities:
Revaluation of warrants and conversion options		5,369
Depreciation and amortization	744	1,265
Impairment/disposal of assets	22
Accretion of debt discount on notes		602
Amortization of operating lease right of use asset	224	527
Issuance of shares of Common Stock for payment of interest		420
Issuance of shares of Series E Preferred Stock for payment of interest		63
Loss on the extinguishment of debt		265
Issuance of shares of Common Stock for services		135
Amortization of debt issuance costs		87
Stock-based compensation	1,005	72
Gain on equity investment	(99)
Changes in assets and liabilities:
(Increase) decrease in inventory	(508)	51
Increase in accounts receivable, net	(3,019)
Decrease (increase) in other current assets and other assets	91	(710)
Decrease in lease liabilities	(825)
Decrease in accounts payable, accrued expenses and other	(325)	(939)
Net cash used in operating activities	(3,498)	(3,517)
Cash flows from investing activities
Acquisition of property and equipment	(986)	(584)
Net cash used in investing activities	(986)	(584)
Cash flows from financing activities
Proceeds from direct offerings of Common Stock and warrants		4,258
Proceeds from additional borrowing from B3D		900
Proceeds from funding advance		910
Warrant exercises, net of costs	17,007
Debt issuance costs		(400)
Contributions from noncontrolling interests	333	117
Net cash provided by financing activities	17,340	5,785
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(8)	(13)
Increase (decrease) in cash, cash equivalents and restricted cash	12,848	1,671
Cash, cash equivalents, and restricted cash at beginning of the period	90,502	2,635
Cash, cash equivalents, and restricted cash at end of the period	$ 103,350	4,306
Cash paid during the period for
Interest		169
Income taxes		2
Non-cash investing and financing transactions
Settlement of derivative liability through the issuance of Common Stock		3,122
B3D Conversion Option
Non-cash investing and financing transactions
Conversions of Note and stock into Common Stock		1,335
Series F Convertible Preferred Stock [Member]
Non-cash investing and financing transactions
Conversions of Note and stock into Common Stock		$ 9

Fair Value Measurements - Narratives (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 22, 2021	Mar. 31, 2021
Other Nonoperating Income (Expense) [Member]
Unrealized gain on remeasurement of common stock and warrants		$ 99
Route1 Inc
Warrants issued	3,000,000
Exercise of warrants	1,355,443
Number of shares owned		3,855,443

Debt - Paycheck Protection Program (Details) - Paycheck Protection Program - USD ($) $ in Thousands	May 02, 2020	Mar. 31, 2021	May 01, 2020
Debt Instrument [Line Items]
Debt instrument, face amount			$ 5,653
Interest rate (as a percent)			1.00%
Deferral period	6 months
Accrued interest payments		$ 51
Payments on PPP Loan	$ 0

Intangible Assets

3 Months Ended

Mar. 31, 2021

Intangible Assets

Intangible Assets

Note 5. Intangible Assets

The following table provides information regarding the Company’s intangible assets subject to amortization, which consist of the following:


	March 31, 2021						December 31, 2020
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade name	$	1,339	$	(953)	$	386	$	1,339	$	(899)	$	440
Software		694		(309)		385		694		(264)		430
Total intangible assets	$	2,033	$	(1,262)	$	771	$	2,033	$	(1,163)	$	870

The Company’s trade name relates to the value of the XpresSpa trade name, and software relates to certain capitalized third-party costs related to a new point-of-sale system and website.

The Company’s intangible assets are amortized over their expected useful lives. The Company recorded amortization expense of $99 and $570 during the three months ended March 31, 2021 and 2020.

Based on the intangible assets balance as of March 31, 2021, the estimated amortization expense for the remainder of the calendar year and each of the succeeding calendar years is as follows:


Calendar Years ending December 31,	Amount
Remaining 2021		303
2022		400
2023		67
2024		1
Total	$	771

General	3 Months Ended
General	Mar. 31, 2021
General
General	Note 1. General Overview XpresSpa Group, Inc. (“XpresSpa Group”) is a leading global travel health and wellness services holding company. XpresSpa Group currently has two reportable operating segments: XpresSpa and XpresTest. XpresSpa has been a global airport retailer of spa services through its XpresSpa™ spa locations, offering travelers premium spa services, including massage, nail and skin care, as well as spa and travel products (“XpresSpa”). Through XpresSpa Group’s XpresTest, Inc. subsidiary (“XpresTest”), the company launched XpresCheck™ Wellness Centers, also in airports. XpresCheck offers COVID-19 and other medical diagnostic testing services to the traveling public, as well as airline, airport and concessionaire employees, and TSA and U.S. Customs and Border Protection agents. XpresTest has entered into managed services agreements (“MSAs”) with professional medical services companies that provide health care services to patients. The medical services companies pay XpresTest a monthly fee to operate in the XpresCheck Wellness Centers. Under the terms of the MSAs, we provide office space, equipment, supplies, non-licensed staff, and management services in return for a management fee. Basis of Presentation and Principles of Consolidation The unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8-03 of Regulation S-X, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as amended. The condensed consolidated balance sheet as of December 31, 2020 was derived from the audited annual financial statements but does not include all information required by GAAP for annual financial statements. The financial statements include the accounts of the Company, all entities that are wholly owned by the Company, and all entities in which the Company has a controlling financial interest. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company. Such adjustments are of a normal, recurring nature. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation. Recent Developments Effect of Novel Coronavirus on Business In March 2020, the Company temporarily closed all global XpresSpa locations due to the categorization by local jurisdictions of the spa locations as “non-essential services.” Substantially all of the Company’s XpresSpa locations remain closed. The Company intends to reopen XpresSpa spa locations on a location-by-location basis and resume normal operations at such selected locations once restrictions are lifted and airport traffic returns to sufficient levels to support operations at a unit level. Since the time of that temporary closure, the Company successfully launched its XpresCheck™ Wellness Centers, offering such testing services, as described above. Also, the Company continues to evaluate alternative testing protocols and work in partnership with airlines for safe travels. While management has used all currently available information in assessing its business prospects, the ultimate impact of the COVID-19 pandemic and the Company’s XpresCheck™ Wellness Centers on its results of operations, financial condition and cash flows remains uncertain. The success or failure of the Company’s XpresCheck™ Wellness Centers could also have a material effect on the Company’s business. XpresCheck™ Wellness Centers Through our XpresCheck™ Wellness Centers and under the terms of Managed Services Agreements (“MSAs”) with physicians’ practices, we offer testing services from our 13 XpresCheck™ Wellness Centers at 11 Airports in 10 states to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, as well as the traveling public. The Company has entered into MSAs with professional medical service entities that provide healthcare services to patients. Under the terms of the MSAs, XpresTest provides office space, equipment, supplies, non-licensed staff, and management services to be used for the purpose of COVID-19 and other medical diagnostic testing in return for a management fee. Since December 31, 2020, we announced the opening of the following XpresCheck™ Wellness Centers to provide diagnostic COVID-19 testing: On January 12, 2021, the Company opened its second XpresCheck™ Wellness Center at Boston’s Logan International Airport. It contains four separate testing rooms to provide diagnostic COVID-19 testing. On January 20, 2021, the Company announced the opening of an XpresCheck™ Wellness Center at Salt Lake City International Airport. It contains four separate testing rooms to provide diagnostic COVID-19 testing. On February 16, 2021, the Company announced the opening of an XpresCheck™ Wellness Center of the Company’s second XpresCheck testing facility at Newark Liberty International Airport. It contains four separate testing rooms to provide diagnostic COVID-19 testing. On March 8, 2021, the Company announced the opening of an XpresCheck™ Wellness Center at Houston George Bush Intercontinental Airport. It contains four separate testing rooms to provide diagnostic COVID-19 testing. On March 15, 2021, the Company announced the opening of XpresCheck™ Wellness Centers at Dulles International and Reagan National Airports in Virginia, containing nine and four separate testing rooms, respectively, to provide diagnostic COVID-19 testing. On April 8, 2021, the Company announced the opening of an XpresCheck™ Wellness Center at Seattle-Tacoma International Airport. It contains eight separate testing rooms to provide diagnostic COVID-19 testing. On April 21, 2021, the Company announced the opening of an XpresCheck™ Wellness Center at San Francisco International Airport. It contains nine separate testing rooms to provide diagnostic COVID-19 testing. Airport Rent Concessions The Company has received rent concessions from landlords on a majority of its leases, allowing for the relief of minimum guaranteed payments in exchange for percentage-of-revenue rent or providing relief from rent through payment deferrals. Currently, the periods of relief from these payments range from three to nineteen months and began in March 2020. The Company received minimum guaranteed payment concessions of approximately $472 and $75 in the three months ended March 31, 2021 and March 31, 2020, respectively, and $2,504 in the twelve months ended March 31, 2021. The company expects to realize additional rent concessions while our XpresSpa locations remain closed. Liquidity and Financial Condition As of March 31, 2021, the Company had cash and cash equivalents, excluding restricted cash, of $102,649, total current assets of $107,789, total current liabilities of $13,842 and positive working capital of $93,947, compared to a positive working capital of $78,302 as of December 31, 2020. During the three months ended March 31, 2021, holders of the Company’s December 2020 Investor Warrants, December 2020 Placement Agent Warrants and December 2020 Placement Agent Tail Fee Warrants exercised a total of 11,223,529 warrants for common shares. The Company received gross proceeds of approximately $19,161. In accordance with the placement agent agreements with H.C. Wainwright & Co., LLC and Palladium, the Company paid cash fees of $2,154 and issued 842,588 warrants to H.C. Wainwright & Co., LLC at an exercise price of $2.125 per share and 325,500 warrants to Palladium at an exercise price of $1.70 per share. See Note 8. Stockholders’ Equity for related discussion.

Stockholders' Equity

3 Months Ended

Mar. 31, 2021

Stockholders' Equity

Stockholders' Equity

Note 8. Stockholders’ Equity

Warrants

The following table represents the activity related to the Company’s warrants during the three months ended March 31, 2021.


		Exercise
	No. of Warrants	price range
December 31, 2020	48,044,381	$	0.525 – 300.00
Granted	1,168,088	$	1.70 - 2.125
Exercised	(11,223,529)	$	1.70 - 2.125
March 31, 2021	37,988,940	$	0.525 - 300.00

During the three months ended March 31, 2021, holders of the Company’s December 2020 Investor Warrants, December 2020 Placement Agent Warrants and December 2020 Placement Agent Tail Fee Warrants exercised warrants for a total of 11,223,529 common shares. The Company received gross proceeds of approximately $19,161. In accordance with the placement agent agreements with H.C. Wainwright & Co., LLC and Palladium, the Company paid cash fees of $2,154 and issued 842,588 warrants to H.C. Wainwright & Co., LLC at an exercise price of $2.125 per share and 325,500 warrants to Palladium at an exercise price of $1.70 per share.

Stock-based Compensation

In September 2020, the Board of Directors approved a new stock-based compensation plan available to grant stock options, restricted stock and RSU’s to the Company’s directors, employees and consultants. Under the 2020 Equity Incentive Plan (the “2020 Plan”), a maximum of 5,000,000 shares of Common Stock may be issued, subject to receiving shareholder approval which was subsequently obtained on October 28, 2020. The 2012 Plan was terminated upon receipt of shareholder approval of the 2020 Plan.

Awards granted under the 2012 Plan remain in effect pursuant to their terms. Generally, stock options are granted with exercise prices equal to the fair market value on the date of grant, vest in four equal quarterly installments, and expire 10 years from the date of grant. RSUs granted generally vest over a period of one year.

In September 2020, the Company’s XpresTest subsidiary created a stock-based compensation plan available to grant stock options, restricted stock and RSU’s to the subsidiary’s directors, employees and consultants. Under the XpresTest 2020 Equity Incentive Plan (the “XpresTest Plan”), a maximum of 200 shares of XpresTest Common Stock may be awarded, which would represent 20% of the total number of shares of common stock of XpresTest as of March 31, 2021. Certain named executive officers, consultants, and directors of the Company are eligible to participate in the XpresTest Plan. The XpresTest Plan RSAs vest upon satisfaction of certain service and performance-based conditions. The fair value of the XpresTest RSAs is determined based on the weighted average of i) Fair Value of XpresTest under the Indirect Valuation Method developing assumptions for XpresSpa Net Market Cap and XpresSpa standalone Fair Value, and ii) Direct Valuation Method developing assumptions for XpresTest Representative Forecasted Revenue for 2021 and Peer companies Revenue’s Multiples. As of March 31, 2021, there is $98 of unrecognized stock-based compensation related to the XpresTest Plan. During May 2021, the company repurchased seven common shares exercised pursuant to the XpresTest Plan, for the grantees to defray their tax liabilities related to the XpresTest Plan RSAs award.

The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past.

The following variables were used as inputs in the model:


Share price of the Company’s Common Stock on the grant date:	$	1.26 - 5.01
Exercise price:	$	1.26 - 5.01
Expected volatility:		123	%
Expected dividend yield:		0	%
Annual average risk-free rate:		0.37	%
Expected term:		5.38	years

Total following table sets forth the Company’s Equity Incentive activities for the three months ended March 31, 2021:


	RSUs			XpresTest RSAs			Stock options
		Weighted			Weighted			Weighted
		average			average			average		Exercise
	No. of	grant date		No. of	grant date		No. of	exercise		price
	RSUs	fair value		RSAs	fair value		options	price		range
Outstanding as of December 31, 2020	—	$	—	28.75	$	11,390.35	1,353,888	$	3.82	$	1.53 - 2,460.00
Granted	140,167		1.19	120.00		5,227.20	1,668,297		1.56		1.19 - 1.61
Exercised/Vested	(35,042)		1.19	(122.50)		5,324.17	—		—
Outstanding as of March 31, 2021	105,125	$	1.19	26.25	$	11,524.78	3,022,185	$	2.57	$	1.19 - 2,460.00
Exercisable as of March 31, 2021							732,116	$	5.04	$	1.19 - 2,460.00

Total stock-based compensation for the three-month periods ended March 31, 2021 and 2020 is $1,005 and $72, respectively.

Significant Accounting and Reporting Policies	3 Months Ended
Significant Accounting and Reporting Policies	Mar. 31, 2021
Significant Accounting and Reporting Policies
Significant Accounting and Reporting Policies	Note 2. Significant Accounting and Reporting Policies (a) Revenue Recognition Policy The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at our stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for our single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped. Through its XpresCheck™ Wellness Centers and under the terms of Managed Services Agreements (“MSAs”) with a physician’s practice, the Company offers testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, as well as the traveling public. The Company has entered into MSAs with professional medical service entities that provide healthcare services to patients. Under the terms of the MSAs, XpresTest provides office space, equipment, supplies, non-licensed staff, and management services to be used for the purpose of COVID-19 and other medical diagnostic testing in return for a management fee. However, as a result of uncertainties around the cash flows of the XpresCheck™ Wellness Centers, the Company concluded in 2020 that the collectability criteria to qualify as a contract under ASC 606 was not met, and therefore, revenue associated with the monthly management fee would not be recognized until a subsequent reassessment resulted in the MSAs meeting the collectability criteria. XpresTest recognized $8,178 of revenue (including catch-up revenue of $3,186 for 2020) during the three months ended March 31, 2021, under the MSAs, pursuant to reassessments in Q1 2021, of MSA agreements executed in 2020, and assessments of MSA agreements executed in 2021 resulting in management’s conclusion that they met the collectability criteria. The Company has a franchise agreement with an unaffiliated franchisee to operate an XpresSpa location. Under the Company’s franchising model, all initial franchising fees relate to the franchise right, which is a single performance obligation that transfers over time. Upon receipt of the non-recurring, non-refundable initial franchise fee, management records a deferred revenue liability in Accounts payable, accrued expenses and other on the Company’s condensed consolidated balance sheets and recognizes revenue on a straight-line basis over the life of the franchise agreement. The Company has also entered into collaborative agreements with marketing partners whereby it sells certain of its partners’ products in the Company’s XpresSpa spas. The Company acts as an agent for revenue recognition purposes and therefore records revenue net of the revenue share payable to the partners. Upon receipt of the non-recurring, non-refundable initial collaboration fee, management records a deferred revenue liability in Accounts payable, accrued expenses and other on the Company’s condensed consolidated balance sheets and recognizes revenue on a straight-line basis over the life of the collaboration agreement. The Company excludes all sales taxes assessed to our customers from revenue. Sales taxes assessed on revenues are included in Accounts payable, accrued expenses and other on the Company’s condensed consolidated balance sheets until remitted to state agencies. (b) Recently issued accounting pronouncements Accounting Standards Update No. 2020-06—Debt--Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issued in August 2020, this update is intended to reduce the unnecessary complexity of the current guidance thus resulting in more accurate accounting for convertible instruments and consistent treatment from one entity to the next. Under current GAAP, there are five accounting models for convertible debt instruments. Except for the traditional convertible debt model that recognizes a convertible debt instrument as a single debt instrument, the other four models, with their different measurement guidance, require that a convertible debt instrument be separated (using different separation approaches) into a debt component and an equity or a derivative component. Convertible preferred stock also is required to be assessed under similar models. The Financial Accounting Standard Board (“FASB”) decided to simplify the accounting for convertible instruments by removing certain separation models currently included in other accounting guidance that were being applied to current accounting for convertible instruments. Under the amendments in this update, an embedded conversion feature no longer needs to be separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The FASB also decided to add additional disclosure requirements in an attempt to improve the usefulness and relevance of the information being provided. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company does not believe the adoption of this standard will have a material impact on its condensed consolidated financial statements. (c) Recently adopted accounting pronouncements Accounting Standards Update No. 2020-10—Codification Improvements Issued in October 2020, this release updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company adopted ASU 2020-10 as of the reporting period beginning January 1, 2021. The adoption of this update did not have a material effect on the Company’s condensed consolidated financial statements. Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 Issued in January 2020, the amendments in this update affect all entities that apply the guidance in Topics 321, 323, and 815 and (1) elect to apply the measurement alternative or (2) enter into a forward contract or purchase an as option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting. The Company applies the guidance included in Topic 815 to its derivative liabilities but does not intend on applying the new measurement alternative included in the update. The new standard is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Standards Update No. 2019-12—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Issued in December 2019, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to guidance in Topic 740. The specific areas of potential simplification were submitted by stakeholders as part of the FASB’s simplification initiative. Adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.

Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt	$ 5,653	$ 5,653
Promissory note, unsecured
Debt Instrument [Line Items]
Total debt	$ 5,653	$ 5,653

Commitments and Contingencies (Details)				1 Months Ended	3 Months Ended
Commitments and Contingencies (Details)	Dec. 11, 2020 USD ($)	May 26, 2020 USD ($) employee	Mar. 07, 2018 USD ($)	Mar. 31, 2015 employee	Mar. 31, 2021 USD ($) individual	Dec. 31, 2020 USD ($)	Jan. 03, 2020 USD ($)	Nov. 22, 2019	Mar. 31, 2019 USD ($)	May 07, 2018
Loss Contingencies [Line Items]
Lease term								5 years
Number of individuals joined the case \| individual					415
Threshold notice period to decide whether to participate					30 days
Route1 Security Corporation [Member] \| Group Mobile Intl, LLC [Member]
Loss Contingencies [Line Items]
Noncontrolling interest, ownership percentage by parent										100.00%
Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Estimated litigation liability, current					$ 1,963,000	$ 2,221,000
In re Chen et al [Member]
Loss Contingencies [Line Items]
Number of former employees \| employee				4
Notice of FLSA misclassification claim term				3 years
Rodger Jenkins and Gregory Jones Lawsuit [Member]
Loss Contingencies [Line Items]
Estimate of possible loss							$ 1,500,000		$ 750,000
Alleged Breaches of a Membership Purchase Agreement [Member]
Loss Contingencies [Line Items]
Loss contingency damages sought			$ 567,000
Rodger Jenkins and Gregory Jones [Member]
Loss Contingencies [Line Items]
Loss contingency damages sought	$ 750,000
Loss contingency damages awarded	600,000
Litigation amount denied by court	$ 150,000
Kyle Collins [Member]
Loss Contingencies [Line Items]
Penalties per employee per pay period		$ 100
Number of current and former employees \| employee		240

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical)	Jun. 11, 2020
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
Reverse stock split, conversion ratio	0.33

General (Details) $ / shares in Units, $ in Thousands								3 Months Ended		12 Months Ended	13 Months Ended
General (Details) $ / shares in Units, $ in Thousands	Apr. 21, 2021 item	Apr. 08, 2021 item	Mar. 15, 2021 item	Mar. 08, 2021 item	Feb. 16, 2021 item	Jan. 20, 2021 item	Jan. 12, 2021 item	Mar. 31, 2021 USD ($) location item segment $ / shares shares	Mar. 31, 2020 USD ($)	Mar. 31, 2021 USD ($) location item $ / shares shares	Mar. 31, 2021 USD ($) location item $ / shares shares	Dec. 31, 2020 USD ($)
Number of operating segments \| segment								2
Number of airports								11		11	11
Number of airport locations \| location								10		10	10
Lease concessions \| $								$ 472	$ 75	$ 2,504	$ 2,504
Cash and cash equivalents \| $								102,649		102,649	102,649	$ 89,801
Total current assets \| $								107,789		107,789	107,789	91,779
Total current liabilities \| $								13,842		13,842	13,842	13,477
Working capital \| $								$ 93,947		$ 93,947	$ 93,947	78,302
Number of Wellness Centers								13		13	13
Minimum
Rent concession period								3 months
Maximum
Rent concession period								19 months
XpresTest \| Bostons Logan International Airport [Member]
Number of separate testing rooms							4
XpresTest \| Salt Lake City International Airport [Member]
Number of separate testing rooms						4
XpresTest \| Newark Liberty International Airport [Member]
Number of separate testing rooms					4
XpresTest \| Houston George Bush Intercontinental Airport [Member]
Number of separate testing rooms				4
XpresTest \| Dulles International Airport [Member]
Number of separate testing rooms			9
XpresTest \| Reagan National Airports [Member]
Number of separate testing rooms			4
Subsequent event \| XpresTest \| Seattle-Tacoma International Airport [Member]
Number of separate testing rooms		8
Subsequent event \| XpresTest \| San Francisco International Airport [Member]
Number of separate testing rooms	9
Management Services Agreements (“MSAs”) \| XpresTest
Recognized revenue \| $								$ 8,178		$ 8,178	$ 8,178	$ 3,186
December 2020 Warrants
Total of warrants exercised \| shares								11,223,529
Gross proceeds \| $								$ 19,161
H.C.W. Warrants \| Placement Agent Agreement
Warrants issued \| shares								842,588		842,588	842,588
Cash fees paid \| $								$ 2,154
Warrant exercise price \| $ / shares								$ 2.125		$ 2.125	$ 2.125
Palladium Warrants \| Placement Agent Agreement
Warrants issued \| shares								325,500		325,500	325,500
Warrant exercise price \| $ / shares								$ 1.70		$ 1.70	$ 1.70

Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt

Schedule of total debt


	March 31, 2021		December 31, 2020
Promissory note, unsecured	$	5,653	$	5,653
Total debt	$	5,653	$	5,653

Stockholders' Equity - Stock-Based Compensation Narratives (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended
	May 31, 2021	Sep. 30, 2020	Mar. 31, 2021	Mar. 31, 2020
Stockholders Equity [Line Items]
Stock-based compensation expense			$ 1,005	$ 72
Stock Compensation Plan
Stockholders Equity [Line Items]
Options, expiry period			10 years
Options, vesting period			1 year
XpresTest 2020 Plan [Member] \| RSUs
Stockholders Equity [Line Items]
Unrecognized stock-based compensation related to the awards			$ 98
Common stock repurchased	7
Maximum \| 2020 Plan [Member]
Stockholders Equity [Line Items]
Number of shares authorized		5,000,000
Directors, Employees And Consultants \| XpresTest 2020 Plan [Member]
Stockholders Equity [Line Items]
Number of shares authorized		200
Percentage of shares authorized for issuance		20.00%

Stockholders' Equity - Variables Used in Estimating Fair Value of Stock Options (Details) - Employee Stock Option [Member]	3 Months Ended
	Mar. 31, 2021 $ / shares
Stockholders Equity [Line Items]
Expected volatility:	123.00%
Expected dividend yield:	0.00%
Annual average risk-free rate:	0.37%
Expected term:	5 years 4 months 17 days
Minimum
Stockholders Equity [Line Items]
Share price of the Company's Common Stock on the grant date:	$ 1.26
Exercise price:	1.26
Maximum
Stockholders Equity [Line Items]
Share price of the Company's Common Stock on the grant date:	5.01
Exercise price:	$ 5.01

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 11. Commitments and Contingencies Litigation and legal proceedings Certain of the Company’s outstanding legal matters include speculative claims for substantial or indeterminate amounts of damages. The Company regularly evaluates developments in its legal matters that could affect the amount of any potential liability and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being any potential liability and the estimated amount of a loss related to the Company’s legal matters. With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company’s management believes that the amount or range of a potential loss will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Company evaluated the outstanding legal matters and assessed the probability and likelihood of the occurrence of liability. Based on management’s estimates, the Company has recorded accruals of $1,963 and $2,221 as of March 31, 2021 and December 31, 2020, respectively, which is included in Accounts payable, accrued expenses and other current liabilities in the condensed consolidated balance sheets. The Company expenses legal fees in the period in which they are incurred. Cordial Effective October 2014, XpresSpa terminated its former Airport Concession Disadvantaged Business Enterprise (“ACDBE”) partner, Cordial Endeavor Concessions of Atlanta, LLC (“Cordial”), in several store locations at Hartsfield-Jackson Atlanta International Airport. Cordial filed a series of complaints with the City of Atlanta, both before and after the termination, in which Cordial alleged, among other things, that the termination was not valid and that XpresSpa unlawfully retaliated against Cordial when Cordial raised concerns about the joint venture. In response to the numerous complaints it received from Cordial, the City of Atlanta required the parties to engage in two mediations. After the termination of the relationship with Cordial, XpresSpa sought to substitute two new ACDBE partners in place of Cordial. In April 2015, Cordial filed a complaint with the United States Federal Aviation Administration (“FAA”), which oversees the City of Atlanta with regard to airport ACDBE programs, and, in December 2015, the FAA instructed that the City of Atlanta review XpresSpa’s request to substitute new partners in lieu of Cordial and Cordial’s claims of retaliation. In response to the FAA instruction, pursuant to a corrective action plan approved by the FAA, the City of Atlanta held a hearing in February 2016 and ruled in favor of XpresSpa on such substitution and claims of retaliation. Cordial submitted a further complaint to the FAA claiming that the City of Atlanta was biased against Cordial and that the City of Atlanta’s decision was wrong. In August 2016, the parties met with the FAA. On October 4, 2016, the FAA sent a letter to the City of Atlanta directing that the City of Atlanta retract previous findings on Cordial’s allegations and engage an independent third party to investigate issues previously decided by Atlanta. The FAA also directed that the City of Atlanta determine monies potentially due to Cordial. On January 3, 2017, XpresSpa filed a lawsuit in the Supreme Court of the State of New York, County of New York, against Cordial and several related parties. The lawsuit alleges breach of contract, unjust enrichment, breach of fiduciary duty, fraudulent inducement, fraudulent concealment, tortious interference, and breach of good faith and fair dealing. XpresSpa is seeking damages, declaratory judgment, and rescission/termination of certain agreements, disgorgement of revenue, fees and costs, and various other relief. On February 21, 2017, the defendants filed a motion to dismiss. On March 3, 2017, XpresSpa filed a first amended complaint against the defendants. On April 5, 2017, Cordial filed a motion to dismiss. On September 12, 2017, the Court held a hearing on the motion to dismiss. On November 2, 2017, the Court granted the motion to dismiss which was entered on November 13, 2017. On December 22, 2017, XpresSpa filed a notice of appeal, and on September 24, 2018, XpresSpa perfected its appellate rights and submitted a brief to the Supreme Court of New York, First Department appellate court. Oral argument on the appeal went forward on March 20, 2019. On March 30, 2018, Cordial filed a lawsuit against XpresSpa Group, a subsidiary of XpresSpa Group, and several additional parties in the Superior Court of Fulton County, Georgia, alleging the violation of Cordial’s civil rights, tortious interference, breach of fiduciary duty, civil conspiracy, conversion, retaliation, and unjust enrichment. Cordial threated to seek punitive damages, attorneys’ fees and litigation expenses, accounting, indemnification, and declaratory judgment as to the status of the membership interests of XpresSpa and Cordial in the joint venture and Cordial’s right to profit distributions and management fees from the joint venture. On May 4, 2018, the defendants moved the lawsuit to the United States District Court for the Northern District of Georgia. On August 9, 2018, the Court granted an additional extension of time for the defendants’ response until September 7, 2018, and thereafter provided another extension pending the Court’s consideration of XpresSpa’s Motion to Stay all action in the Georgia lawsuit, pending resolution of the New York lawsuit and the FAA action. On October 29, 2018, XpresSpa’s Motion to Stay was denied. Prior to resolution of the Motion to Stay, Cordial filed a Motion for Temporary Restraining Order (“TRO Motion”), seeking to enjoin the defendants and specifically XpresSpa, from, among other things, distributing any cash flow, net profits, or management fees, or otherwise expending resources beyond necessary operating expenses. XpresSpa filed an opposition and, in a decision entered December 26, 2018, the Court denied Cordial’s TRO Motion entirely. Defendants filed a Motion to Dismiss the Complaint in its entirety on November 20, 2018. A Director’s Determination was issued by the FAA in connection with the Part 16 Complaint (“Part 16 Proceeding”) filed by Cordial against the City of Atlanta (“City”) in 2017 (“Director’s Determination”). The Company and Cordial were not parties to the FAA action, and had no opportunity to present evidence or otherwise be heard in such action. The Director’s Determination concluded that the City was not in compliance with certain Federal obligations concerning the federal government’s ACDBE program, including relating to the City’s oversight of the Joint Venture Operating Agreement between the Company and Cordial, Cordial’s termination, and Cordial’s retaliation and harassment claims, and the City was ordered to achieve compliance in accordance with the Director’s Determination. The Director’s Determination does not constitute a Final Agency Decision and it is not subject to judicial review, pursuant to 14 CFR § 16.247(b)(2). Because the Company is not a party to the Part 16 Proceeding, the Company would not be considered “a party adversely affected by the Director’s Determination” with a right of appeal to the FAA Assistant Administrator for Civil Rights. On August 7, 2019, the Company filed a response, advising the U.S. District Court that: (i) the Company is not party to the FAA proceeding and therefore had no opportunity to present evidence or otherwise be heard in such action; (ii) as non-party, the Company is not bound by the Director’s Determination; and (iii) the FAA cannot dictate the interpretation or enforceability of the contract between Cordial and the Company, which is the subject of the U.S. District Court action initiated by Cordial and the New York State Court action initiated by the Company. On August 16, 2019, the Court entered an Order granting, in part, the Company’s Motion to Dismiss. The Court dismissed all federal claims alleged in the Complaint against all Defendants, declined to exercise supplemental jurisdiction pursuant to 28 U.S.C. § 1367(c) over the remaining state law claims alleged in the Complaint, and remanded the case to the Superior Court of Fulton County. Plaintiffs filed an appeal of the federal court’s decision to the Eleventh Circuit Court of Appeals, and the case was docketed on October 15, 2019. In response to the numerous complaints it received from Cordial, the City of Atlanta required the parties to engage in mediation. On November 22, 2019, a Mutual Release and Settlement Agreement (the "Settlement Agreement") and a Confidential Payment Agreement (the "Payment Agreement") have been executed by the applicable parties. Pursuant to the terms of the settlement, all pending litigation was dismissed. Also, pursuant to the Settlement Agreement terms, the City agreed to approve new five-year leases for the Company and Cordial to operate as joint venture partners for spas located on Concourse A and Concourse C of the Hartsfield-Jackson Atlanta International Airport ("together, "Leases"). The City has approved the new Leases, and the Leases have been executed by the Company and the City. The parties are in the process of negotiating and completing an operating agreement. Such negotiations have been deferred during the XpresSpa spa location shutdowns due to the pandemic. Pursuant to the Payment Agreement, the Company has recorded an expense, made payments and accrued the balance of the amounts due thereunder, and has included that balance in Accounts payable, accrued expenses and other current liabilities. In re Chen et al. In March 2015, four former XpresSpa employees who worked at XpresSpa locations in John F. Kennedy International Airport and LaGuardia Airport filed a putative class and collective action wage-hour litigation in the United States District Court, Eastern District of New York. In re Chen et al., CV 15‑1347 (E.D.N.Y.). Plaintiffs claim that they and other spa technicians around the country were misclassified as exempt commissioned salespersons under Section 7(i) of the federal Fair Labor Standards Act (“FLSA”). Plaintiffs also assert class claims for unpaid overtime on behalf of New York spa technicians under the New York Labor Law, and discriminatory employment practices under New York State and City laws. On July 1, 2015, the plaintiffs moved to have the court authorize notice of the FLSA misclassification claim sent to all employees in the spa technician job classification at XpresSpa locations around the country in the last three years. Defendants opposed the motion. On February 16, 2016, the Magistrate Judge assigned to the case issued a Report & Recommendation, recommending that the District Court Judge grant the plaintiffs’ motion. On March 1, 2016, the defendants filed Opposition to the Magistrate Judge’s Report & Recommendation, arguing that the District Court Judge should reject the Magistrate Judge’s findings. On September 23, 2016, the court ruled in favor of the plaintiffs and conditionally certified the class. The parties held a mediation on February 28, 2017 and reached an agreement on a settlement in principle. On September 6, 2017, the parties entered into a settlement agreement. On September 15, 2017, the parties filed a motion for settlement approval with the Court. XpresSpa subsequently paid the agreed-upon settlement amount to the settlement claims administrator to be held in escrow pending a fairness hearing and final approval by the Court. On March 30, 2018, the Court entered a Memorandum and Order denying the motion without prejudice to renewal due to questions and concerns the Court had about certain settlement terms. On April 24, 2018, the parties jointly submitted a supplemental letter to the Court advocating for the fairness and adequacy of the settlement and appeared in Court on April 25, 2018 for a hearing to discuss the settlement terms in greater detail with the assigned Magistrate Judge. At the conclusion of the hearing, the Court still had questions about the adequacy and fairness of the settlement terms, and the Judge asked that the parties jointly submit additional information to the Court addressing the open issues. The parties submitted such information to the Court on May 18, 2018. On August 21, 2019, the Court issued an Order denying the parties’ motion for preliminary approval of the revised settlement, as the Court still had concerns about several of the settlement terms. At the December 6, 2019 status conference with the Court, the Court reiterated its denial of preliminary approval of the proposed settlement agreement. The Court instructed a notice of pendency to be disseminated to putative collective members. Notice was sent out in early February 2020 and approximately 415 individuals have joined the case. On June 6, 2020, the Company participated in a status conference with the Court, and the parties discussed the possibility of entering into a new settlement agreement that addresses the Court’s concerns. On or about August 5, 2020, the parties entered into settlement agreements and sought a preliminary approval order from the Court. On March 30, 2021, the Court issued an Order conditionally granting the motion for preliminary approval subject to resolution of certain issues pertaining to administration of the settlement. On April 6, 2021, Plaintiffs’ counsel wrote to the Court regarding their proposed resolution on such issues. Once the Court acts on this application the Company anticipates that notice of the settlement will be sent to the class members within approximately 30 days. Kainz v. FORM Holdings Corp. et al. On March 20, 2019, a second suit was commenced in the United States District Court for the Southern District of New York against FORM, seven of its directors and former directors, as well as a managing director of Mistral Equity Partners (“Mistral”). The individual plaintiff, a shareholder of XpresSpa Holdings, LLC at the time of the merger with FORM in December 2016, alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false statements concerning, inter alia, the merger and the independence of FORM’s board of directors, violated Section 12(2) of the Securities Act of 1933, breached the merger agreement by making false and misleading statements concerning the merger and fraudulently induced the plaintiff into signing the joinder agreement related to the merger. On May 8, 2019, the Company and its directors and the managing director of Mistral filed a motion to dismiss the complaint. On June 5, 2019, plaintiffs opposed the motion and filed a cross-motion for a partial stay. Defendants’ motion to dismiss was fully briefed as of June 19, 2019. On November 13, 2019, the matter was dismissed in its entirety. On December 12, 2019, plaintiff filed a motion for reconsideration to vacate the order and judgment, dismissing the action, and for leave to amend the complaint. The motion was fully briefed as of February 6, 2020. On April 1, 2020, the Court denied plaintiff’s motion in full. On April 10, 2020, plaintiff filed a notice of appeal to the United States Court of Appeals for the Second Circuit. On June 1, 2020 plaintiff filed his appellate brief. On June 16, 2020, the Second Circuit entered the parties’ non-dispositive stipulation, dismissing certain defendant-appellees, including the Company. On July 6, 2020, the remaining defendants filed their opposition brief. On July 27, 2020, the plaintiff filed their reply brief. On July 28, 2020, the Second Circuit marked plaintiff’s reply brief as defective because it was filed a week late. Subsequently, plaintiff has moved to request permission to file a late reply brief. On January 11, 2021, the judgment of the Court was affirmed by the Second Circuit court. Route1 On or about May 23, 2018, Route1 Inc., Route1 Security Corporation (together, “Route1”) and Group Mobile Int’l, LLC (“Group Mobile”) commenced a legal proceeding against the Company in the Ontario Superior Court of Justice. Route1 and Group Mobile sought damages of $567,000 in relation to alleged breaches of a Membership Purchase Agreement entered into between Route1 and the Company on or about March 7, 2018, pursuant to which Route1 acquired the Company’s 100% membership interest in Group Mobile. The Company counterclaimed against the Plaintiffs for amounts owed to the Company in relation to the sale of Excluded Inventory (as defined in the Membership Purchase Agreement) and sought damages thereon. The Company delivered a draft amended counterclaim to the Plaintiffs on or around November 2019 seeking, among other things, damages. The Company sought Plaintiffs’ consent to amend its counterclaim. Examinations for discovery were scheduled to take place in Toronto, Canada in June 2020. The action settled at mediation on or about September 17, 2020. The parties agreed to dismiss the claim and the counterclaim, subject to XpresSpa’s right to commence an application to seek rectification of certain shares and warrants that were issued in connection with the Membership Purchase Agreement. On September 21, 2020, the Ontario Superior Court of Justice entered an Order dismissing, without costs, the action and counterclaim. XpresSpa was granted the Order seeking the rectification of the shares and warrant and that matter was completed in March 2021. Rodger Jenkins and Gregory Jones v. XpresSpa Group, Inc. In March 2019, Rodger Jenkins and Gregory Jones filed a lawsuit against the Company in the United States District Court for the Southern District of New York. The lawsuit alleges breach of contract of the stock purchase agreement related to the Company’s acquisition of Excalibur Integrated Systems, Inc. and seeks specific performance, compensatory damages and other fees, expenses, and costs. When this action was first commenced, the plaintiffs had demanded cash or stock in the sum of $750. On or about January 3, 2020, the court granted the plaintiffs’ motion to amend their pleading to increase their total demand to $1,500. On December 11, 2020, the court issued its decision and order on the parties’ respective motions for summary judgment in which the court: (a) awarded plaintiffs damages in the sum of $750, plus prejudgment interest; (b) granted that portion of the Company’s motion dismissing Jenkins’s claim for $600 based on his having executed a written waiver of his right to receive that sum; and (c) denied both sides’ motions with respect to Jones’s claim to recover $150 and directed Jones’s claim to be tried. The court has stated that the trial on the remaining portion of Jones’s claim will occur in May 2021. We remain confident in the Company’s defenses to the remaining portion of Jones’s claim. We further believe that the Company has meritorious arguments with respect to the claims already decided against the Company, and, accordingly, the Company plans to appeal all unfavorable rulings following the trial of Jones’s remaining claim. Kyle Collins v. Spa Products Import & Distribution Co., LLC et al This is a combined class action and California Private Attorney’s General Act (“PAGA”) action. Plaintiff seeks to recover wages, penalties and PAGA penalties for claims for (1) failure to provide meal periods, (2) failure to provide rest breaks, (3) failure to pay overtime, (4) inaccurate wage statements, (5) waiting time penalties, and (6) PAGA penalties of $100 per employee per pay period per violation. There are approximately 240 current and former employees in the litigation class. The parties agreed to mediation on May 26, 2020, however, due to COVID-19 the parties subsequently stayed all proceedings. The mediation session occurred on March 18, 2021, and the parties reached a settlement in principle. The parties are currently in the process of preparing/finalizing settlement papers. In addition to those matters specifically set forth herein, the Company and its subsidiaries are involved in various other claims and legal actions that arise in the ordinary course of business. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s financial position, results of operations, liquidity, or capital resources. However, a significant increase in the number of these claims, or one or more successful claims under which the Company incurs greater liabilities than the Company currently anticipates, could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. In the event that an action is brought against the Company or one of its subsidiaries, the Company will investigate the allegation and vigorously defend itself. Leases XpresSpa is contingently liable to a surety company under certain general indemnity agreements required by various airports relating to its lease agreements. XpresSpa agrees to indemnify the surety for any payments made on contracts of suretyship, guaranty, or indemnity. The Company believes that all contingent liabilities will be satisfied by its performance under the specified lease agreements.

Cash, Cash Equivalents, and Restricted Cash (Additional Information) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Cash, Cash Equivalents, and Restricted Cash
Deposits in excess of FDIC limits	$ 101,103	$ 88,556
Amount of cash in overseas accounts	$ 1,683	$ 1,158

Leases - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended	13 Months Ended
Leases - Narratives (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021	Mar. 31, 2021
Lease concessions	$ 472	$ 75	$ 2,504	$ 2,504
Variable lease payments	97	415
Cash paid for minimum annual rental obligations	$ 150	$ 600
Minimum
Rent concession period	3 months
Maximum
Rent concession period	19 months