0001558370-22-004897 | 10-K | XBRL Viewer

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 105,506	$ 89,801
Accounts receivable	615
Inventory	1,763	657
Other current assets	1,095	1,321
Total current assets	108,979	91,779
Restricted cash	751	701
Property and equipment, net	6,658	4,161
Intangible assets, net	3,732	870
Operating lease right of use assets, net	4,336	3,034
Other assets	2,810	2,588
Total assets	127,266	103,133
Current liabilities
Accounts payable, accrued expenses and other	12,958	6,468
Current portion of operating lease liabilities	2,736	2,797
Deferred revenue	549	914
Current portion of promissory note, unsecured	3,584	3,298
Total current liabilities	19,827	13,477
Long-term liabilities
Promissory note, unsecured		2,355
Operating lease liabilities	7,504	6,930
Total liabilities	27,331	22,762
Commitments and contingencies (see Note 19)
Equity
Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 101,269,349 and 94,058,853 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively	1,013	941
Additional paid-in capital	487,306	475,709
Accumulated deficit	(395,275)	(398,624)
Accumulated other comprehensive loss	(312)	(220)
Total equity attributable to XpresSpa Group, Inc.	92,732	77,806
Noncontrolling interests	7,203	2,565
Total equity	99,935	80,371
Total liabilities and equity	127,266	103,133
Series A Convertible Preferred Stock
Equity
Preferred stock
Series C Junior Preferred Stock
Equity
Preferred stock
Series D Convertible Preferred Stock
Equity
Preferred stock
Series E Convertible Preferred Stock.
Equity
Preferred stock
Series F Convertible Preferred Stock.
Equity
Preferred stock

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 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	101,269,349	94,058,853
Common stock, outstanding	101,269,349	94,058,853
Series A Convertible Preferred Stock
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
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
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.
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.
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

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue, net
Total revenue, net	$ 73,729	$ 8,385
Cost of sales
Labor	13,421	6,290
Occupancy	2,505	2,809
Products and other operating costs	25,459	2,884
Total cost of sales	41,385	11,983
Depreciation and amortization	3,201	5,210
Impairment/disposal of assets	837	15,356
General and administrative	24,199	15,940
Total operating expenses	69,622	48,489
Operating income (loss)	4,107	(40,104)
Interest income (expense), net	43	(1,832)
Loss on revaluation of warrants and conversion options		(51,147)
Other non-operating (expense) income, net	(1,201)	858
Income (loss) before income taxes	2,949	(92,225)
Income tax expense	(56)	(7)
Net income (loss)	2,893	(92,232)
Net loss attributable to noncontrolling interests	456	1,744
Net income (loss) attributable to XpresSpa Group, Inc.	3,349	(90,488)
Net income (loss)	2,893	(92,232)
Other comprehensive (loss) income from operations	(92)	63
Comprehensive income (loss)	$ 2,801	$ (92,169)
Earnings / Loss per share
Basic net earnings / (loss) per share	$ 0.03	$ (2.05)
Diluted net earnings / (loss) per share	$ 0.03	$ (2.05)
Weighted-average number of shares outstanding during the period
Basic (in shares)	104,306,173	44,567,542
Diluted (in shares)	105,076,758	44,567,542
Managed services fees
Revenue, net
Total revenue, net	$ 16,843
Patient services revenue
Revenue, net
Total revenue, net	50,689
Services
Revenue, net
Total revenue, net	5,420	$ 7,025
Products
Revenue, net
Total revenue, net	763	1,004
Other
Revenue, net
Total revenue, net	14	356
Continuing Operations [Member]
Cost of sales
Net income (loss)	2,893	(92,232)
Net income (loss)	$ 2,893	$ (92,232)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Preferred stock Series E Convertible Preferred Stock	Preferred stock Series F Convertible Preferred Stock	Common Stock Series E Convertible Preferred Stock	Common Stock Series F Convertible Preferred Stock	Common Stock Common Class A [Member]	Common Stock Common Class D [Member]	Common Stock May 2018 Series A Warrants	Common Stock Calm Warrants	Common Stock Calm Warrant	Common Stock B3D Note [Member]	Common Stock	Additional paid-in capital Series E Convertible Preferred Stock	Additional paid-in capital Series F Convertible Preferred Stock	Additional paid-in capital Common Class A [Member]	Additional paid-in capital Common Class D [Member]	Additional paid-in capital May 2018 Series A Warrants	Additional paid-in capital Calm Warrants	Additional paid-in capital Calm Warrant	Additional paid-in capital B3D Note [Member]	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Total Company equity Series E Convertible Preferred Stock	Total Company equity Common Class A [Member]	Total Company equity May 2018 Series A Warrants	Total Company equity Calm Warrants	Total Company equity Calm Warrant	Total Company equity B3D Note [Member]	Total Company equity	Non-controlling interests	Series E Convertible Preferred Stock	Common Class A [Member]	May 2018 Series A Warrants	Calm Warrants	Calm Warrant	B3D Note [Member]	Total
Balance at Dec. 31, 2019	$ 10	$ 0									$ 52									$ 302,118	$ (308,136)	$ (283)							$ (6,239)	$ 3,703							$ (2,536)
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019											5,157,390
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2019	977,865	8,996
Issuances of Common Stock for payment of interest on Note										$ 3									$ 459	35								$ 462	35							$ 462	$ 35
Issuances of Common Stock for payment of interest on Note (in shares)										324,585	47,305
Conversion of Stock and Notes into Common Stock	$ (10)		$ 5	$ 12				$ 48		$ 139		$ 5	$ (12)				$ 10,551		20,000							$ 10,599		20,139						$ 10,599		20,139
Conversion of Stock and Notes into Common Stock (in shares)	(987,988)	(8,996)	510,460	1,221,945				4,761,906		13,934,525
Issuance of Series E Preferred Stock for payment of interest on Calm Note												$ 63											$ 63								$ 63
Issuance of Series E Preferred Stock for payment of interest on Calm Note (Shares)	10,123
Warrant Exchange for Common Stock					$ 24	$ 5			$ 21					$ 6,410	$ (5)			$ 11,734						$ 6,434			$ 11,755					$ 6,434			$ 11,755
Warrant Exchange for Common Stock (in shares)					2,385,528	527,669			2,062,126																												1,221,945
Direct offerings of Common Stock and pre-funded warrants, net of costs											$ 564									110,055									110,619								$ 110,619
Direct offerings of Common Stock and pre-funded warrants, net of costs (in shares)											56,374,555
Fractional shares retired in reverse stock split											(23)
Exercise of Warrants into Common Stock							$ 50	$ 16								$ 8,987	$ 4,092								$ 9,037	$ 4,108							$ 9,037	$ 4,108
Exercise of Warrants into Common Stock (in shares)							4,961,290	1,622,149
Issuance of Common Stock for services											$ 1									134									135								135
Issuance of Common Stock for services (in shares)											58,333
Issuance of restricted stock											$ 1									(1)
Issuance of restricted stock (in shares)											102,943
Stock-based compensation																				1,077									1,077	251							1,328
Net income for the period																					(90,488)								(90,488)	(1,744)							(92,232)
Foreign currency translation																						63							63								63
Contributions from noncontrolling interests																														599							599
Distributions to noncontrolling interests																														(244)							(244)
Stock option exercises																				7									7								7
Stock option exercises (in shares)											6,167
Balance at Dec. 31, 2020											$ 941									475,709	(398,624)	(220)							77,806	2,565							$ 80,371
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2020											94,058,853																										94,058,853
Consolidation of Variable Interest Entities																														5,109							$ 5,109
Exercise of Warrants into Common Stock										$ 113									16,972									17,085								17,085
Exercise of Warrants into Common Stock (in shares)										11,273,529
Issuance of Common Stock for services										$ 2									$ 377									$ 379								$ 379
Issuance of Common Stock for services (in shares)										232,637
Issuance of restricted stock											$ 4									(4)
Issuance of restricted stock (in shares)											398,068
Stock-based compensation																				2,017									2,017	839							2,856
Net income for the period																					3,349								3,349	(456)							2,893
Foreign currency translation																						(92)							(92)								(92)
Contributions from noncontrolling interests																														818							818
Redemptions of certain noncontrolling interests																														(502)							(502)
Repurchase and retirement of common stock											$ (47)									(7,778)									(7,825)								(7,825)
Repurchase and retirement of common stock (in shares)											(4,702,072)
Distributions to noncontrolling interests																														(1,170)							(1,170)
Stock option exercises																				13									13								$ 13
Stock option exercises (in shares)											8,334																										8,334
Balance at Dec. 31, 2021											$ 1,013									$ 487,306	$ (395,275)	$ (312)							$ 92,732	$ 7,203							$ 99,935
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2021											101,269,349																										101,269,349

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net income (loss)	$ 2,893	$ (92,232)
Adjustments to reconcile net loss to net cash used in operating activities:
Revaluation of warrants and conversion options		51,147
Revaluation of contingent consideration		(315)
Depreciation and amortization	3,201	5,210
Impairment/disposal of assets	837	15,356
Accretion of debt discount on notes		1,125
Amortization of operating lease right of use asset	1,719	2,015
Issuance of shares of Common Stock for payment of interest		497
Issuance of shares of Series E Preferred Stock for payment of interest		63
Loss on the extinguishment of debt		182
Issuance of shares of Common Stock for services	379	135
Amortization of debt issuance costs		128
Stock-based compensation	2,856	1,328
Loss on equity investment	1,046	(1,287)
Changes in assets and liabilities:
Increase in inventory	(1,106)	(10)
Increase in accounts receivable	(1,124)
Decrease in deferred revenue	(365)
Other assets, current and non-current	(1,251)	(281)
Other liabilities, current and non-current	(1,211)	(2,904)
Increase (decrease) in accounts payable	6,687	(5,169)
Net cash provided by (used) in operating activities	14,561	(25,012)
Cash flows from investing activities
Acquisition of property and equipment	(4,282)	(3,969)
Cash acquired on consolidations of certain Variable Interest Entities	2,434
Acquisition of software	(3,308)	(380)
Net cash used in investing activities	(5,156)	(4,349)
Cash flows from financing activities
Proceeds from direct offerings of Common Stock and warrants exercises, net of costs	17,085	110,619
Proceeds from borrowings under Paycheck Protection Program		5,653
Proceeds from additional borrowing from B3D		500
Proceeds from stock option exercises	13	7
Proceeds from funding advance		910
Repayment of funding advance		(819)
Repayment of Paycheck Protection Program	(2,069)
Redemption of non-controlling interests	(502)
Repurchase of Common Stocks	(7,825)
Contributions from noncontrolling interests	818	599
Distributions to noncontrolling interests	(1,170)	(244)
Net cash provided by financing activities	6,350	117,225
Effect of exchange rate changes on cash, cash equivalents and restricted cash		3
Increase in cash, cash equivalents and restricted cash	15,755	87,867
Cash, cash equivalents, and restricted cash at beginning of the year	90,502	2,635
Cash, cash equivalents, and restricted cash at end of the year	106,257	90,502
Cash paid for
Interest	11	187
Income taxes		11
Non-cash investing and financing transactions
Capital expenditures included in Accounts payable, accrued expenses and other	$ 1,081
B3D Conversion Option
Non-cash investing and financing transactions
Conversions of Note and stock into Common Stock		20,139
Calm Notes
Non-cash investing and financing transactions
Conversions of Note and stock into Common Stock		10,599
Calm Warrants
Non-cash investing and financing transactions
Conversions of Note and stock into Common Stock		15,863
May 2018 Class A Warrants
Non-cash investing and financing transactions
Exercise and exchanges of May 2018 Class A Warrants		$ 15,471

General

12 Months Ended

Dec. 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 three reportable operating segments: XpresSpa, XpresTest, and Treat.

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”).

Due to the COVID-19 Outbreak, effective March 24, 2020, the Company temporarily closed all global spa locations, largely due to the categorization of our spa locations by local jurisdictions as “non-essential services”. Normal market conditions and travel behavior were negatively impacted by the COVID-19 outbreak. Similar to many businesses in the travel sector, the Company’s business has been materially and adversely impacted by the COVID-19 outbreak. Most of the domestic travel restrictions have been lifted as of December 31, 2021 and the Company believes that travel conditions are slowly returning to normal. The Company has reopened sixteen locations out of its total domestic portfolio of 31 Spas. As travel slowly returns, the Company’s intention is to continue to review its portfolio and reopen spas once airport traffic returns to sufficient levels to support its operations and achieve adequate unit-level economics, including acceptable profit levels as well as serves our longer-term strategy of offering fully integrated health and wellness services.

Since the beginning of the temporary closure of XpresSpa locations, the Company through XpresSpa Group’s subsidiary XpresTest, Inc. (“XpresTest”), 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 MSAs, the Company provides office space, equipment, supplies, non-licensed staff, and management services in return for a management fee. Effective July 1, 2021, the Company determined that the PLLCs are VIEs due to their equity holders having insufficient capital at risk, and the Company having a variable interest and a primary beneficiary in the PLLCs.

While management has used all currently available information in assessing the Company’s business prospects, the ultimate impact of the COVID-19 pandemic and its 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.

Recent Developments

XpresCheck Wellness Centers

XpresCheck’s business has management services agreements with state licensed physicians and nurse practitioners, under which we administer COVID-19 testing options, including a Polymerase Chain Reaction (PCR) test and a rapid PCR test. As of the date of this report, there are 15 operating XpresCheck locations operating in 12 airports, including following locations opened since December 31, 2020:

●

On January 12, 2021, the Company opened its second XpresCheck Wellness Center at Boston’s Logan International Airport. It contains seven 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 our second XpresCheck Wellness Center 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.

●

On October 13, 2021, the Company opened an XpresCheck Wellness Center at Hartsfield-Jackson Atlanta International Airport (ATL) Concourse E, converting a legacy XpresSpa located in Concourse E. It contains six separate testing rooms to provide diagnostic COVID-19 testing.

●

In February 2022, a second XpresCheck Wellness Center opened at Denver International Airport, pre-security in the Great Hall. It contains six separate testing rooms to provide diagnostic COVID-19 testing.

●

In March 2022, the Company opened an XpresCheck Wellness Center in Orlando International Airport, pre-security, in the South Walk area of the Main Terminal. It contains five separate testing rooms to provide diagnostic COVID-19 testing.

During 2021, XpresCheck initiated a $2,001 eight-week pilot program with the Centers for Disease Control and Prevention (CDC) in collaboration with Concentric by Ginkgo. Under this program, XpresCheck is conducting biosurveillance monitoring at four major U.S. airports (JFK International Airport, Newark Liberty International Airport, San Francisco International Airport, and Hartsfield-Jackson Atlanta International Airport) aimed at identifying existing and new SARS-CoV-2 variants. On January 31, 2022, the Company announced the extension of the program, bringing the total contract to $5,534. Approximately $1,557 of the original $2,001 in revenue was recognized during the fourth quarter of 2021. We anticipate the remaining $3,977 of the full $5,534 amount will be realized in the first and second quarters of 2022.

XpresSpa Premium Spa Services

There are currently sixteen operating XpresSpa domestic locations (including the Company’s franchise location in Austin-Bergstrom International Airport) and the Company expects to re-open four additional domestic locations in the near-term. A majority of the domestic XpresSpa locations are operating approximately eight hours per day during the busiest hours (compared to up to sixteen hours per day pre-pandemic). Additionally, XpresSpa implemented a price increase in mid-October 2021 in its efforts to return to profitability. And as airport volumes improve, the Company will continue to review operating hours to optimize revenue opportunity.

During the fourth quarter, the Company began testing several new services to take advantage of a growing interest in non-traditional spa services and expansion of our retail offering to align more closely with the services we provide. The

Company is evaluating the success of these new initiatives at each airport on an on-going basis and will incorporate changes to our approach as more of the portfolio is reactivated.

There are also six international locations operating, including three XpresSpa locations in Dubai International Airport in the United Arab Emirates and three XpresSpa locations in Schiphol Amsterdam Airport in the Netherlands. The Company has also signed for five locations at Istanbul Airport and expect to open the first store this summer.

Treat

Treat is the Company’s new travel, health and wellness brand transforming the way one accesses care through a suite of health and wellness services supported by an integrated digital platform and a relevant retail offering to the traveling public.

Treat’s on-site centers (currently located in JFK International Airport and opening soon in Phoenix Sky Harbor International Airport and later this year in Salt Lake City International Airport) provide access to health and wellness services for travelers. The Company’s teams provide travel-related diagnostic testing for virus, cold, flu and other illnesses as well as hydration therapy, IV Drips, and vitamin injections. Travelers can purchase time blocks to use the Company’s wellness rooms to engage in interactive services like self-guided yoga, meditation and low impact weight exercises or to relax and unplug from the hectic pace of the airport and renew themselves before or after their trip.

Treat offers a website (www.treat.com) and mobile app to complement the offering with relevant health and wellness content designed to help people on the go with information that could impact their travel. The platform provides travelers access to a comprehensive online marketplace of services including global illness tracker tools such as the COVID-19 Requirements Map, on-demand chat care by licensed providers, a health wallet to store personal and family health records (including COVID-19 testing results), and a scheduler to arrange for direct care at one of our on-site locations.

Liquidity and Financial Condition

As of December 31, 2021, the Company had approximately $105,506 of cash and cash equivalents, and total current assets of approximately $108,979. The Company's total current liabilities balance, which includes accounts payable, deferred revenue, accrued expenses, and the current portions of its promissory note and operating lease liabilities was approximately $19,827 as of December 31, 2021. The working capital was $89,152 as of December 31, 2021, compared to a working capital of $78,302 as of December 31, 2020.

The Company has aggressively reduced operating and overhead expenses in the XpresSpa brand, while it continues to focus on its overall profitability, resulting in generation of positive cash flows from operations,

The Company has taken actions to improve its overall cash position and access to liquidity through equity offerings and debt retirements, by exploring valuable strategic partnerships, right sizing its corporate structure and streamlining its operations.

During 2021, holders of our December 2020 Investor Warrants, December 2020 Placement Agent Warrants and December 2020 Placement Agent Tail Fee Warrants exercised a total of 11,273,529 warrants for shares of our common stock. We received gross proceeds of approximately $19,245. In accordance with our placement agent agreements with H.C. Wainwright & Co., LLC and Palladium, we paid cash fees of $2,162 and issued 846,588 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 12. Stockholders’ Equity for related discussion.

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 period of relief from these payments range from three-to twenty eight-months and began in March 2020. The Company received minimum guaranteed payment concession of approximately $2,078 and $2,107, respectively, in years ended December 31, 2021 and 2020.

Accounting and Reporting Policies

12 Months Ended

Dec. 31, 2021

Accounting and Reporting Policies

Accounting and Reporting Policies

Note 2. Accounting and Reporting Policies

(a) Basis of presentation and principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated 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 significant intercompany balances and transactions have been eliminated in consolidation.

(b) Use of estimates

The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s long-lived assets, intangibles assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrant liabilities, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies.

The Company conducts certain transactions in foreign currencies, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are included in non-operating income (expense) in the consolidated statements of operations and comprehensive loss.

Accounts of the foreign subsidiaries of XpresSpa are translated into United States dollars. Assets and liabilities have been translated primarily at year end exchange rates and revenues and expenses have been translated at average monthly rates for the year. The translation adjustments arising from the use of different exchange rates are included as foreign currency translation within the consolidated statements of operations and comprehensive income (loss) and consolidated statements of changes in stockholders’ equity.

(d) Cash and cash equivalents

The Company maintains cash in checking and money market accounts with financial institutions. The Company has established guidelines relating to diversification and maturities of its investments in order to minimize credit risk and maintain high liquidity of funds. The Company considers all highly liquid investments purchased with an original maturity of three months or less from the time they are acquired to be cash equivalents. Cash equivalents include amounts due from third-party financial institutions for credit and debit card transactions which typically settle in less than five days.

(e) Derivative instruments

The Company recognizes all derivative instruments as either assets or liabilities in the consolidated balance sheets at their respective fair values. The Company’s derivative instruments are revalued at each reporting date, with changes in the fair value of the instruments included in the consolidated statements of operations and comprehensive loss as non-operating income (expense). The Company reviews the terms of features embedded in non-derivative instruments to determine if such features require bifurcation and separate accounting as derivative financial instruments. Equity-linked derivative instruments are evaluated in accordance with FASB Accounting Standard Codification (“ASC”) 815-40, “Contracts in an Entity’s Own Equity,” to determine if such instruments are indexed to the Company’s own stock and qualify for classification in equity.

(f) Inventory

All inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method.

(g) Intangible assets

Intangible assets include trade names, and technology, which were primarily acquired as part of the acquisition of XpresSpa in December 2016 and were recorded based on the estimated fair value in purchase price allocation. In addition, intangible assets include software and website development costs that were capitalized as part of the Company’s development of a mobile application and website for the treat brand. The Company accounts for these costs in accordance with ASC 350-40, Internal-Use Software. The intangible assets are amortized over their estimated useful lives, which are periodically evaluated for reasonableness.

The Company’s intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value is than compared to the carrying value and an impairment charge is recognized by the amount in which the carrying value exceeds the fair value of the asset. In assessing the recoverability of the Company’s intangible assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. During the years ended December 31, 2021 and 2020, the Company recognized impairment of $0 and $3,934.

(h) Property and Equipment

Property and equipment are recorded at historical cost and primarily consists of leasehold improvements, furniture and fixtures, and other operating equipment. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the lesser of the lease term or economic useful life. Maintenance and repairs are charged to expense, and renovations or improvements that extend the service lives of the Company’s assets are capitalized over the lesser of the extension period or life of the improvement.

(i) Impairment of long-lived assets

Long-lived assets are tested for impairment at the lowest level at which there are identifiable operating cash flows, which is at the individual spa or clinic location for the XpresSpa and XpresCheck businesses. The Company’s long-lived assets consist primarily of leasehold improvements and right to use lease assets for each of its locations (considered the asset group). The Company reviews its long-lived assets for recoverability yearly or sooner if events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable. If indicators are present, the Company performs a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset group in question to its carrying amount. An impairment loss is recognized if it is determined that the long-lived asset group is not recoverable and is calculated based on the excess of the carrying amount of the long-lived asset group over the long-lived asset groups fair value. The Company estimates the fair value of long-lived assets using present value income approach. Future cash flow was calculated based on forecasts over the estimated remaining useful life of the asset group, which for each of the Company’s locations, is the remaining term of the operating lease.

(j) Leases

The right of use asset (“ROU”) on the Company’s consolidated balance sheet represents a lessee's right to use an asset over the life of a lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received. The amortization period for the right of use asset is from the lease commencement date to the earlier of the end of the lease term or the end of the useful life of the asset. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected to exclude all short-term leases (i.e, leases with term of 12 months or less) from recognition on the balance sheet.

The Company’s lease liabilities are determined by calculating the present value of all future lease payments using the rate implicit in the lease if it can be readily determined, or the lessee’s incremental borrowing rate. The Company uses its incremental borrowing rate at the inception of the lease to determine the present value of future lease payments as the rate implicit in its leases could not be readily determined.

Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based on a percentage of sales that are in excess of a predetermined level, an increase based on a change in the consumer price index or fair market value. These amounts are excluded from the calculation of the right of use asset and lease liability under ASC 842. Minimum rent under these leases is included in the determination of rent expense when it is probable that the expense has been incurred and the amount can be reasonably estimated.

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. The Company 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. The Company has recorded negative variable lease expense and adjusted lease liabilities at the point in which the rent concession has become accruable.

(k) Restricted cash

Restricted cash, which is listed as a separate line item in the consolidated balance sheets, represents balances at financial institutions to secure bonds and letters of credit as required by the Company’s various lease agreements.

(l) Equity investments

Equity investments are carried at fair value with the changes in fair value recorded in the consolidated statement of operations and other comprehensive income (loss) in accordance with ASU 2016-01. Equity investments without readily determinable fair values are measured at cost less any identified impairment and reflective of any observable transactions. The Company will perform a qualitative assessment on an annual basis and recognize impairment if there are sufficient indicators that the fair value of the investment is less than the carrying value.

(m) Revenue recognition

XpresSpa

The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at the Company’s stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped.

The Company has 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 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 and recognizes revenue on a straight-line basis over the life of the collaboration agreement.

XpresCheck

Through its XpresCheck Wellness Centers and under the terms of the Managed Services Agreement (“MSA”) with PLLCs that in turn contract with physicians and Nurse Practitioners, 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 PLLCs that provide healthcare services to patients. Under the terms of the MSAs which may be modified for commercial reasonableness and fair market value, 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 which was deemed a performance obligation for recognizing revenue prior to July 1, 2021. 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 revenue of $16,843 (including a cumulative catch-up adjustment of $3,186) during the six months ended June 30, 2021, under the MSAs, pursuant to reassessments in 2021, of the MSAs executed in 2020 and amended in 2021, and assessments and reassessments of MSAs executed and amended in 2021 until June 30, 2021, resulting in management’s conclusion that they met the collectability criteria. Any revenue collected not meeting the collectability criteria was recorded as deferred revenue.

Effective, July 1, 2021 (see Note 4), the Company determined that the PLLCs are variable interest entities due to its equity holder having insufficient capital at risk, and the Company having a variable interest in the PLLCs. In pursuance, the total revenue of $50,689 for the PLLCs for the six months period ended December 31, 2021 were designated as revenue for the company. The performance obligation for this revenue was the PLLCs administering COVID-19 tests to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, as well as the traveling public, with revenue being recognized at the point in time at which the service is performed.

During 2021, XpresCheck initiated a $2,001, eight-week pilot program with the Centers for Disease Control and Prevention (CDC) in collaboration with Concentric by Ginkgo. Under this program, XpresCheck is conducting biosurveillance monitoring at four major U.S. airports (JFK International Airport, Newark Liberty International Airport, San Francisco International Airport, and Hartsfield-Jackson Atlanta International Airport) aimed at identifying existing and new SARS-CoV-2 variants. On January 31, 2022, the Company announced the extension of the program, bringing the total contract to $5,534. Approximately $1,557 of the original $2,001 in revenue was recognized during the fourth quarter of 2021 as the Company has one performance obligation related to this contract with CDC, for which the Company is recognizing the revenue over time. We anticipate the remaining $3,977(out of which $527 is in deferred revenue as of December 31, 2021) of the full $5,534 amount will be realized in the first and second quarters of 2022.

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 consolidated balance sheets until remitted to state agencies.

(n) Gift cards and customer rewards program

XpresSpa offers no-fee, non-expiring gift cards to its customers. No revenue is recognized upon issuance of a gift card and a liability is established for the gift card’s cash value. The liability is relieved, and revenue is recognized upon redemption by the customer. As the gift cards have no expiration date, there is no provision for reduction in the value of unused card balances.

In addition, XpresSpa maintains a rewards program in which customers earn loyalty points, which can be redeemed for future services. Loyalty points are rewarded upon joining the loyalty program, for customer birthdays, and based upon customer spending. When a customer redeems loyalty points, the Company recognizes revenue for the redeemed cash value and reduces the related loyalty program liability. On June 1, 2018, the Company adopted a formal expiration policy whereby any loyalty members with inactivity for an 18-month period will forfeit any unused loyalty rewards. Upon closure of the spa locations in March 2020, the Company temporarily suspended the expiration policy.

The costs associated with gift cards and reward points are accrued as the rewards are earned by the cardholder and are included in Accounts payable, accrued expenses and other in the consolidated balance sheets until used.

(o) Segment reporting

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial performance and the results of operations of the segments prepared in accordance with U.S. GAAP when making decisions about allocating resources and assessing performance of the Company. The Company currently has three reportable operating segments: XpresSpa. XpresTest, and Treat. See Note 15. Segment Information.

There are currently no intersegment revenues. Asset information by operating segment is presented below since the chief operating decision maker reviews this information by segment. The reporting segments follow the same accounting policies used in the preparation of the Company’s audited consolidated financial statements.

(p) Pre-opening costs

Pre-opening and start-up activity costs, which include rent and occupancy, supplies, advertising, and other direct expenses incurred prior to the opening of a new store, are expensed in the period in which they are incurred.

(q) Cost of sales

Cost of sales consists of spa and clinic operating costs. These costs include all costs that are directly attributable to the location’s operations and include:

●

payroll and related benefits for the location’s operations and management;

●

rent, percentage rent and occupancy costs;

●

the cost of merchandise and testing supplies;

●

freight, shipping and handling costs;

●

production costs;

●

inventory shortage and valuation adjustments; and

●

costs associated with sourcing operations.

(r) Stock-based compensation

Stock-based compensation is recognized as an expense in the consolidated statements of operations and comprehensive loss and such cost is measured at the grant-date fair value of the equity-settled 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 fair value of Restricted Stock Units (“RSUs”) is calculated as of the date of grant using the grant date closing share price multiplied by the number of RSUs granted. The expense is recognized on a straight-line basis, over the requisite service period. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past. Expected volatility is estimated based on a weighted average historical volatility of the Company. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve as of the date of grant.

(s) Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not more likely than not to be realized. Tax benefits related to excess deductions on stock-based compensation arrangements are recognized when they reduce taxes payable.

In assessing the need for a valuation allowance, the Company looks at cumulative losses in recent years, estimates of future taxable earnings, feasibility of tax planning strategies, the ability to realize tax benefit carryforwards, and other relevant information. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable earnings. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict. In the event that actual results differ from these estimates in future periods, the Company will be required to adjust the valuation allowance.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company had no uncertain tax positions as of December 31, 2021 and 2020.

(t) Noncontrolling interests

Noncontrolling interests represent the noncontrolling holders’ percentage share of earnings or losses from; i) the subsidiaries, in which the Company holds a majority, but less than 100%, ownership interest, ii) Variable Interest Entities, where the Company is a primary beneficiary (See sub note (w) below, and the results of which are included in the Company’s consolidated statements of operations and comprehensive income (loss). Net loss attributable to noncontrolling interests represents the proportionate share of the noncontrolling holders’ ownership in certain subsidiaries of XpresSpa and of XpresTest.

(u) Net income/(loss) per common share

Basic net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders for the period by the weighted-average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed by dividing the net loss attributable to the Company for the period by the weighted-average number of shares of Common Stock plus dilutive potential Common Stock considered outstanding during the period.

(v) Commitments and contingencies

Liabilities for loss contingencies arising from assessments, estimates or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs expected to be incurred in connection with a loss contingency are expensed as incurred.

(w) Variable Interest Entities

The Company evaluates its ownership, contractual, pecuniary, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex and involve judgment. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively.

(x) Fair value measurements

The Company measures fair value in accordance with ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received by selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Level 2: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

(y) Reclassification

Certain balances in the 2020 consolidated financial statements have been reclassified to conform to the presentation in the 2021 consolidated financial statements, primarily the classification and presentation of deferred revenue. Such reclassifications did not have a material impact on the consolidated financial statements.

(z) 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 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 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 consolidated financial statements.

(z) 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 consolidated financial statements.

ASU 2021-04: Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options

In May 2021, the FASB issued ASU 2021-04, "Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options'" ("ASU 2021-04"), which introduces a new way for companies to account for warrants either as stock compensation or derivatives. Under the new guidance, if the modification does not change the instrument's classification as equity, the company accounts for the modification as an exchange of the original instrument for a new instrument. In general, if the fair value of the "new" instrument is greater than the fair value of the "original" instrument, the excess is recognized based on the substance of the transaction, as if the issuer has paid cash. The effective date of the standard is for interim and annual reporting periods beginning after December 15, 2021 for all entities. The Company is currently evaluating the impact of the new guidance and does not expect the adoption of this guidance will have a material impact on its consolidated financial statements and disclosures.

Net earnings (loss) per Share of Common Stock

12 Months Ended

Dec. 31, 2021

Net earnings/(loss) per Share of Common Stock

Net earnings/(loss) per Share of Common Stock

Note 3. Net earnings/(loss) per Share of Common Stock

The table below presents the computation of basic and diluted net earnings/(losses) per common share:


	Year ended
	December 31,
	2021		2020
Basic numerator:
Net income (loss) attributable to XpresSpa Group, Inc.	$	3,349	$	(90,488)
Less: deemed dividend on warrants and preferred stock		—		(945)
Net income (loss) attributable to common shareholders	$	3,349	$	(91,433)
Basic denominator:
Basic weighted average shares outstanding		104,306,173		44,567,542
Basic earnings/(loss) per share	$	0.03	$	(2.05)
Diluted numerator:
Earnings/ (loss) attributable to common shareholders	$	3,349	$	(91,433)
Diluted denominator:
Diluted weighted average shares outstanding		105,076,758		44,567,542
Diluted earnings/(loss) per share	$	0.03	$	(2.05)


Net income (loss) per share data presented above excludes from the calculation of diluted net income (loss), the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss
Both vested and unvested options to purchase an equal number of shares of Common Stock		2,614,766		1,353,888
Unvested RSUs to issue an equal number of shares of Common Stock		521,049		—
Warrants to purchase an equal number of shares of Common Stock		37,338,164		48,044,381
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders		40,473,979		49,398,269

Variable Interest Entities

12 Months Ended

Dec. 31, 2021

Variable Interest Entities

Variable Interest Entities

Note 4. Variable Interest Entities

Through its XpresCheck Wellness Centers the Company provides services pursuant to contracts with PLLCs which in turn contracts with physicians and other medical professional providers to render COVID-19 and other medical diagnostic testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, and the traveling public. The PLLCs collectively represent the Company’s affiliated medical group. The PLLCs were designed and structured to comply with the relevant laws and regulations governing professional medical practice, which generally prohibits the practice of medicine by lay persons or entities. All of the issued and outstanding equity interests of the PLLCs are owned by a licensed medical professional nominated by the Company (the “Nominee Shareholder”). Upon formation of the PLLCs, and initial issuance of equity interests, the Nominee Shareholder contributes a nominal amount of capital in exchange for their interest in the PLLC. The Company then executes with each PLLC a MSA, which provide for various administrative services, management services and day-to-day activities of the practice to be rendered by the Company through its XpresCheck Wellness Centers.

The Company also has exclusive responsibility for the provision of all nonmedical services including contracting with customers who access the PLLCs for a medical visit, handling all financial transactions and day-to-day operations of each PLLC, overseeing the establishment of COVID-19 and other medical diagnostic testing services policies, and making recommendations to the PLLC in establishing the guidelines for the employment and compensation of the physicians and other employees of the PLLCs. Until June 30, 2021, MSA Fees were commensurate with the expected level of activity required to be billed by XpresCheck Wellness Centers. Therefore, these PLLCs were assessed not to be variable interest entities prior to July 1, 2021.

Effective, July 1, 2021, contractual arrangements between the company, the company’s affiliated medical group and nominated shareholder were modified in a manner that changes the characteristics or adequacy of the nominee shareholders equity investment at risk and residual returns. Therefore, due to reassessment triggered by the development on July 1, 2021, the Company determined that the PLLCs are now variable interest entities. Notwithstanding their legal form of ownership of equity interests in the PLLC, the primary beneficiary of the affiliated medical group is the Company as it meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the affiliated medical group; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the affiliated medical group. The Company consolidated the PLLCs under the VIE model since the Company has the power to direct activities that most significantly impact the PLLCs economic performance and the right to receive benefits or the obligation to absorb losses that could potentially be significant to the PLLCs.

The aggregate carrying value of total assets and total liabilities included on the consolidated balance sheets for the PLLCs after elimination of intercompany transactions were $3,033, included in Cash and Cash Equivalents, and $683, included in Accounts payable, accrued expenses and other, respectively, as of December 31, 2021. The total revenue included on the consolidated statements of operations and comprehensive income (loss) for the PLLCs after elimination of intercompany transactions was $50,689 for the twelve months ended December 31, 2021.

Cash, Cash Equivalents, and Restricted Cash

12 Months Ended

Dec. 31, 2021

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

Note 5. Cash, Cash Equivalents, and Restricted Cash


	December 31, 2021		December 31, 2020
Cash denominated in United States dollars	$	102,560	$	88,636
Cash denominated in currency other than United States dollars		2,133		1,158
Restricted cash		751		701
Credit and debit card receivables		813		7
Total cash, cash equivalents and restricted cash	$	106,257	$	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 December 31, 2021 and 2020, deposits in excess of FDIC limits were $103,339 and $88,556. As of December 31, 2021 and 2020, the Company held cash balances in overseas accounts, totaling $2,113 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.

Other Current Assets

12 Months Ended

Dec. 31, 2021

Other Current Assets

Other Current Assets

Note 6. Other Current Assets

As of December 31, 2021, and 2020, the Company’s other current assets were comprised of the following:


	December 31, 2021		December 31, 2020
Prepaid expenses	$	1,047	$	1,135
Other		48		186
Total other current assets	$	1,095	$	1,321

Prepaid expenses are predominantly comprised of financed and prepaid insurance policies which have terms of one year or less.

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property and Equipment

Property and Equipment

Note 7. Property and Equipment

Property and equipment are comprised of three categories: leasehold improvements, furniture and fixtures, and other operating equipment as of December 31, 2021 and 2020 as follows:


	December 31,
	2021		2020		Useful Life
Leasehold improvements	$	11,225	$	8,357	Average 5-8 years
Furniture and fixtures		1,146		362	3-4 years
Other operating equipment		1,027		388	Maximum 5 years
		13,398		9,107
Accumulated depreciation		(6,740)		(4,946)
Total property and equipment, net	$	6,658	$	4,161

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the shorter of remaining lease term or economic useful life (which is on average 5-8 years).

The Company performed assessments of its property and equipment for impairment for the years ended December 31, 2021 and 2020 and based upon the results of the impairment tests, the Company recorded impairment expenses of approximately $90 and $4,954, respectively, which is included in “Impairment/disposal of assets” in the consolidated statements of operations and comprehensive loss.

During the years ended December 31, 2021 and 2020, the Company recorded $2,754 and $2,853, respectively, of depreciation expense.

Other Assets

12 Months Ended

Dec. 31, 2021

Other Assets

Other Assets

Note 8. Other Assets

Other assets in the consolidated balance sheets are comprised of the following as of December 31, 2021 and 2020:


	December 31, 2021		December 31, 2020
Equity investments	$	722	$	1,768
Lease deposits		2,030		736
Other		58		85
Other assets	$	2,810	$	2,588

As of December 31, 2021 and 2020, the equity investment in Route1 had a readily determinable fair value of $722 and $1,768, respectively. The Company recorded an unrealized loss of $1,046 in 2021 and an unrealized gain of $1,284 in 2020, in connection with the remeasurement of the shares of our common stock and warrants of Route 1 it obtained in the 2018 sale of Group Mobile to Route 1. The loss/gain is included in Other non-operating income (expense), net on the consolidated statement of operations and comprehensive income (loss) for the years ended December 31, 2021 and 2020.

Also included in “Other assets” as of December 31, 2021 and 2020 were $2,030 and $736, respectively, of security deposits made pursuant to various lease agreements, which will be returned to the Company at the end of the leases.

Intangible Assets

12 Months Ended

Dec. 31, 2021

Intangible Assets

Intangible Assets

Note 9. Intangible Assets

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


	December 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	$	(1,118)	$	221	$	1,339	$	(899)	$	440
Software		3,886		(484)		3,402		694		(264)		430
Licenses		116		(7)		109		—		—		—
Total intangible assets	$	5,341	$	(1,609)	$	3,732	$	2,033	$	(1,163)	$	870

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

In the year ended December 31, 2020, the Company recorded an impairment of the value of the XpresSpa trade name of $3,934, which is included in “Impairment/disposal of assets” on the Company’s consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2020. The Company did not record impairment of the XpresSpa trade name in 2021.

The Company’s intangible assets are amortized over their expected useful lives, which is six years for trade names and five and three years for software. During the years ended December 31, 2021 and 2020, the Company recorded amortization expense of $447, and $2,357, respectively, related to its intangible assets.

Estimated amortization expense for the Company’s intangible assets at December 31, 2021 is as follows:


Calendar Years ending December 31,	Amount
2022	$	1,476
2023		1,142
2024		1,074
2025		23
2026		17
Total	$	3,732

Leases

12 Months Ended

Dec. 31, 2021

Leases

Leases

Note 10. Leases

The Company leases spa and clinic locations at various domestic and international airports. Additionally, the Company leases its corporate office in New York City. Certain leases entered into by the Company are accounted for in accordance with ASC 842. The Company determines if an arrangement is a lease at inception and if it qualifies under ASC 842. The Company’s lease arrangements generally contain fixed payments throughout the term of the lease and most also contain a variable component to determine the lease obligation where a certain percentage of sales is used to calculate the lease payments. The Company enters into leases that expire, are amended and extended, or are extended on a month-to-month basis. Leases are not included in the calculation of the total lease liability and the right of use asset when they are month-to-month.

All qualifying leases held by the Company are classified as operating leases. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company records its operating lease assets and liabilities based on required guaranteed payments under each lease agreement. The Company uses its incremental borrowing rate, which approximates the rate at which the Company can borrow funds on a secured basis, using the information available at commencement date of the lease in determining the present value of guaranteed lease payments. The interest rate implicit in the lease is generally not determinable in transactions where a company is the lessee.

The Company reviews all of its existing lease agreements to determine whether there were any modifications to lease agreements and to assess if any agreements should be accounted for pursuant to the guidance in ASC 842. Upon adoption of ASC 842, the Company used 11.24% as its incremental borrowing rate for its leases. The Company did exercise its option to extend the term of existing lease contracts during the years ended December 31, 2021 and 2020. Since the existing lease liability did not originally consider the extension of the lease term for these leases, the Company reassessed the incremental borrowing rate of 9.0% to be used to calculate the lease liability.

The following is a summary of the activity in the Company’s current and long-term operating lease liabilities for the year ended December 31, 2021 and 2020:


	Year ended December 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(4,230)	$	(2,344)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	(3,646)	$	(3,144)
Leased assets surrendered in exchange for termination of operating lease liabilities	$	9	$	11

As of December 31, 2021, future minimum operating leases commitments are as follows:


Calendar Years ending December 31,	Amount
2022	$	3,506
2023		3,071
2024		2,545
2025		1,760
2026		718
Thereafter		808
Total future lease payments		12,408
Less: interest expense at incremental borrowing rate		(2,168)
Net present value of lease liabilities	$	10,240

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


Weighted average remaining lease term:	4.11	years
Weighted average discount rate used to determine present value of operating lease liability:	10.06	%

Variable lease payments calculated monthly as a percentage of a product and services revenue were $576 and $611 for the years ended December 31, 2021 and 2020, respectively.

Rent expense for operating leases for the years ended December 31, 2021 and 2020 were $2,069 and $2,057, respectively.

The Company performed assessments of its right of use lease assets for impairment for the years ended December 31, 2021 and 2020. Based upon the results of the impairment tests, the Company recorded impairment expenses of approximately $747 and $6,341 which is included in Impairment/disposal of assets on the consolidated statement of operations and comprehensive income (loss) for the years ended December 31, 2021 and 2020, respectively.

Long-term Notes and Convertible Notes

12 Months Ended

Dec. 31, 2021

Long-term Notes and Convertible Notes

Long-term Notes and Convertible Notes

Note 11. Long-term Notes and Convertible Notes

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


	December 31, 2021		December 31, 2020
Promissory note, unsecured (Non Current)	$	—	$	2,355
Promissory note, unsecured (Current)		3,584		3,298

Total debt	$	3,584	$	5,653

B3D 9% Senior Secured Note due May 31, 2021

On January 9, 2020, as compensation for the consent of B3D to the CC Agreement, the Company entered into the Fifth Credit Agreement Amendment with B3D in order to (i) increase the principal amount owed to B3D from $7,000 to $7,150, which additional $150 in principal and any interest accrued thereon became convertible, at B3D’s option, into shares of the Company’s Common Stock, and (ii) provide for the advance payment of 97,223 shares of Common Stock in satisfaction of the interest payable pursuant to the B3D Note for the months of October, November and December 2020.

The Common Stock was issued to B3D on January 14, 2020. The Company capitalized a $150 fee charged by the lender to consent to the CC Agreement.

On March 6, 2020, XpresSpa Holdings entered into the Sixth Credit Agreement Amendment with B3D in order to, among other provisions, (i) increase the principal amount owed to B3D from $7,150 to $7,900, which additional $750 in principal, comprised of $500 in new funding and $250 in debt issuance costs, and any interest accrued thereon became convertible, at B3D’s option, into shares of the Company’s Common Stock and (ii) decrease the conversion rate under the B3D Note from $6.00 per share to $1.68 per share. On March 19, 2020, the conversion rate was further reduced to $0.525 per share after giving effect to certain anti-dilution adjustments.

The Sixth Credit Agreement Amendment was accounted for as an extinguishment of debt in the Company’s consolidated financial statements. In March 2020, the Company extinguished debt with a carrying value of $4,829, net of unamortized debt discount of $1,845 and unamortized debt issuance costs of $476. In addition, the Company extinguished $2,048 of derivative liability, which represented the estimated fair value of the conversion option based upon provisions included in the Fifth Credit Agreement Amendment. The Company determined that the conversion option in the Sixth Credit Agreement Amendment should be bifurcated from the host instrument and engaged a third party to assess the fair value of the conversion option. As a result, the Company recorded debt with a carrying value of $3,994, net of a debt discount of $3,656 and debt issuance costs of $250, and a derivative liability of $3,656. The Company recognized a loss on the extinguishment of debt of $273 during the year ended December 31, 2020, and is included in Other non-operating income (expense), net in the consolidated statements of operations and comprehensive loss.

Subsequent to the Sixth Credit Agreement Amendment and during the year ended December 31, 2020, B3D elected to convert a total of $7,900 of principal into shares of Common Stock at conversion prices of $1.68 and $0.525. As a result, approximately $15,395 of derivative liability was settled and reclassified to equity, the Company wrote off $3,156 of unamortized debt discount and debt issuance costs, and 13,934,525 shares of Common Stock were issued. The Company recognized a revaluation loss related to the derivative liability of $11,990 during the year ended December 31, 2020, which is included in “Loss on revaluation of warrants and conversion options” in the consolidated statements of operations and comprehensive loss.

A total of $884 of accretion expense on the debt discount was recorded in the years ended December 31, 2020, which is included in “Interest expense” in the consolidated statements of operations and comprehensive loss. Total amortization expense related to the B3D Note debt issuance costs was $98 for the year ended December 31, 2020, which is included in “Interest expense” in the consolidated statements of operations and comprehensive loss.

Paycheck Protection Program

On May 1, 2020, the Company entered into a U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“the PPP”) promissory note in the principal amount of $5,653 payable to Bank of America, NA (“Bank of America”) evidencing a PPP loan (the “PPP Loan”). The PPP Loan bears interest at a rate of 1% per annum. No payments were 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 is 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 was subject to forgiveness under the PPP upon the Company’s request to the extent that the PPP Loan proceeds are used to pay expenses permitted by the PPP. Bank of America may have forgiven interest accrued on any principal forgiven if the SBA pays the interest. Currently, the Company is paying its monthly principal and interest related to the PPP Loan when due. 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 December 31, 2021 and 2020, $4 and $37 of

interest has been accrued, respectively, and is included in Accounts payable, accrued expenses and other in the consolidated balance sheets.

Credit Cash Funding Advance

On January 9, 2020, certain of the Company’s wholly owned subsidiaries (the “CC Borrowers”) entered into an accounts receivable advance agreement (the “CC Agreement”) with CC Funding, a division of Credit Cash NJ, LLC (the “CC Lender”). Pursuant to the terms of the CC Agreement, the CC Lender agreed to make an advance of funds in the amount of $1,000 for aggregate fees of $160, for a total repayment amount of $1,160. The outstanding repayment amount was secured by substantially all of the assets of the CC Borrowers, including CC Borrowers’ existing and future accounts receivables and other rights to payment. On June 1, 2020, the CC Borrowers entered into a payoff letter (the “Payoff Letter”) with the CC Lender pursuant to which the CC Agreement was terminated. Under the Payoff Letter, the Company repaid the then outstanding $733 owed under the CC Agreement as of June 1, 2020, net of a $91 discount for prepayment, and the CC Lender released all security interests held on the assets of the CC Borrowers, including the CC Borrowers’ existing and future accounts receivables and other rights to payment. The Company recognized a gain of $91 with is included in Other non-operating income (expense), net in the consolidated statements of operations and comprehensive loss.

Calm Note

On July 8, 2019, the Company entered into a securities purchase agreement with Calm.com, Inc. (“Calm”) pursuant to which the Company agreed to sell (i) an aggregate principal amount of $2,500 in an unsecured convertible note (the “Calm Note”), which was convertible into shares of Series E Convertible Preferred Stock at a conversion price of $6.00 per share of Common Stock equivalent (the “Series E Preferred Stock”) and (ii) warrants to purchase 312,500 shares of the Company’s Common Stock at an exercise price of $6.00 per share (the “Calm Warrants”). On March 6, 2020, the exercise price of the Calm Warrants was reduced to $1.68 per share and on March 19, 2020 further reduced to $.0525 per share, after giving effect to certain anti-dilution adjustments. On April 17, 2020, the Company amended and restated the Calm Note in order to provide, among other items, the conversion of the Calm Note directly into Common Stock instead of into shares of the company’s Series E convertible preferred stock. Interest on the Calm Note was payable in arrears and would have been paid in cash, shares of Series E Preferred Stock or a combination thereof. The Company recorded derivative liabilities for the conversion feature and the Calm Warrants related to the issuance of the Calm Note on July 8, 2019, resulting in a debt discount of $1,369. During the year ended December 31, 2020, the Company recorded accretion expense on the debt discount of $187, which is included in Interest expense in the Company’s consolidated statements of operations and comprehensive loss. During the year ended December 31, 2020, the Company recorded amortization expense on the debt issuance costs of $30, which is included in Interest expense in the Company’s consolidated statements of operations and comprehensive loss.

In 2020, the holder of the Calm Note elected to convert all $2,500 of principal into shares of Common Stock at a conversion price of $0.525. As a result, $9,200 of derivative liability was settled and reclassified to equity, the Company wrote off $947 of unamortized debt discount and $154 of unamortized debt issuance costs, and 4,761,906 shares of Common Stock were issued. The Company assessed the fair value of the conversion option in the Calm Note at each conversion date as well as at the end of each reporting period, resulting in a revaluation loss related to the derivative liability of $8,985 in 2020 which was included in Loss on revaluation of warrants and conversion options in the consolidated statement of operations and comprehensive loss.

Loss on revaluation of warrants and conversion options

The Company engaged third-party valuation experts to provide the fair value of certain components of the debt, equity and derivative securities transactions as of each of the conversion, exercise and exchange dates during the year ended December

31, 2020. Loss on revaluation of warrants and conversion options is comprised of adjustments to the fair value of the derivative conversion option of the debt instruments and the fair value of the warrants, including losses of $11,990, $8,985, $15,480 and $14,692 related to the B3D Note, the Calm Note, the Calm Warrants and the Class A Warrants, respectively, during the year ended December 31, 2020.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Stockholders' Equity and Warrants

12 Months Ended

Dec. 31, 2021

Stockholders' Equity and Warrants

Stockholders' Equity and Warrants

Note 12. Stockholders’ Equity and Warrants

Share Repurchase Program

During 2021, the Company executed on its share repurchase program, repurchasing and redeeming 4,702,072 shares at average cost of $1.66 per share, for a total of $7,825.

During March 2022, the Company continuing to execute on its share repurchase program, repurchased 7,142,446 shares at average cost of $1.55 per share, for a total of $11,095

Warrants

The following table represents the activity related to the Company’s warrants during the year ended December 31, 2021:


		Weighted average		Exercise
	No. of warrant	exercise price		price range
December 31, 2020	48,044,381	$	2.71	$	0.525 - 300.00
Granted	1,172,088	$	2.01	$	1.70 - 2.125
Exercised	(11,273,529)	$	1.71	$	1.70 - 2.125
Expired	(125,246)	$	2.52	$	0.525-300
December 31, 2021	37,817,694	$	2.99	$	0.525 - 6.566

The Company’s outstanding equity warrants as of December 31, 2021 consist of the following:


				contractual
	No. outstanding	Exercise price		life		Expiration Date
June 2020 Investor Warrants (a)	7,614,700	$	5.2530	0.21	years	March 17, 2022
June 2020 Placement Agent Warrants (a)	609,176	$	6.5663	0.21	years	March 17, 2022
June 2020 Placement Agent Tail Fee (a)	133,258	$	5.2530	0.21	years	March 17, 2022
August 2020 Investor Warrants	11,216,932	$	3.0200	0.66	years	August 28, 2022
August 2020 Placement Agent Warrants	897,355	$	3.9375	0.66	years	August 28, 2022
August 2020 Placement Agent Tail Fee	222,222	$	3.0200	0.66	years	August 28, 2022
December 2020 Investor Warrants	13,927,453	$	1.7000	0.97	years	December 21, 2022
December 2020 Placement Agent Warrants	1,769,608	$	2.1250	0.97	years	December 21, 2022
December 2020 Placement Agent Tail Fee	254,902	$	1.7000	0.97	years	December 21, 2022
January 2021 Placement Agent Warrants	510,588	$	2.1250	1.08	years	January 28, 2023
January 2021 Placement Agent Tail Fee	35,000	$	1.7000	1.08	years	January 28, 2023
February 2021 Placement Agent Warrants	284,000	$	2.1250	1.12	years	February 11, 2023
February 2021 Placement Agent Warrants	48,000	$	2.1250	1.13	years	February 16, 2023
February 2021 Placement Agent Tail Fee	248,500	$	1.7000	1.12	years	February 11, 2023
February 2021 Placement Agent Tail Fee	42,000	$	1.7000	1.88	years	February 16, 2023
December 2021 Placement Agent Tail Fee	4,000	$	2.1250	1.99	years	December 27, 2023
	37,817,694

(a)

These warrants lapsed without being exercised as of the date of this report.

During 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 11,273,529 warrants for common shares. The Company received gross proceeds of approximately $19,245. In accordance with the placement agent agreements with H.C. Wainwright & Co., LLC and Palladium, the Company paid cash fees of $2,162 and issued 846,588 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.

Warrant Exchanges

On March 19, 2020, the Company entered into separate Warrant Exchange Agreements (the “March Exchange Agreements”) with the holders of certain existing warrants (the “March Exchanged Warrants”) to exchange warrants for shares of the Company’s Common Stock, subject to receipt of the approval of the Company’s stockholders, which was obtained on May 28, 2020. The holders of March Exchanged Warrants exchanged each of the March Exchanged Warrants for 1.5 shares of the Company’s Common Stock. Pursuant to the March Exchange Agreements, the holders exchanged 1,942,131 of the March Exchanged Warrants for an aggregate of 2,913,197 shares of the Company’s Common Stock, which had an aggregate fair value of $6,434. On June 4, 2020, the Company entered into a Warrant Exchange Agreement (the “June Exchange Agreement”) with the holder of certain existing warrants (the “June Exchanged Warrants”) to exchange the June Exchanged Warrants for shares of Common Stock. The holders of the June Exchanged Warrants exchanged each of the June Exchanged Warrants for 1.5 shares of the Company’s Common Stock.

Pursuant to the June Exchange Agreement, on the closing date the holder exchanged 1,374,750 of the June Exchanged Warrants for an aggregate of 2,062,126 shares of Common Stock which had an aggregate fair value of $11,755.

Registered Direct Common Stock Offerings

The Company sold a total of 6,511,280 shares of Common Stock and 1,900,625 of pre-funded warrants and received total proceeds of $4,258, net of financial advisory and consulting fees of $626, in connection with three registered direct offerings in March 2020.

On April 6, 2020, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which it issued and sold, in a registered direct offering (i) 4,139,393 shares of Common Stock at an offering price of $0.66 per share and (ii) an aggregate of 481,818 pre-funded warrants exercisable for shares of Common Stock at an offering price of $0.63 per pre-funded warrant. The Company received proceeds of $2,806, net of $244 in financial advisory consultant fees.

On June 17, 2020, the Company entered into a securities purchase agreement pursuant to which the Company agreed to issue and sell 7,614,700 shares of the Company’s Common Stock at an offering price of $5.253 per share (the “Registered Offering”). In a concurrent private placement (the “Private Placement” and together with the Registered Offering, the “Offerings”), the Company agreed to issue to the purchasers who participated in the Registered Offering warrants (the “Warrants”) exercisable for an aggregate of 7,614,700 shares of Common Stock at an exercise price of $5.25 per share. Each Warrant will be immediately exercisable and will expire 21 months from the issuance date. The Offerings closed on June 19, 2020 with the Company receiving gross proceeds of $40,000 before deducting placement agent fees and related offering expenses of $4,414.

In connection with the Registered Offering, warrants to purchase 133,258 shares of our Common Stock were issued to Palladium Capital Advisors, LLC (“Palladium”) (the “Palladium Warrants”) at an exercise price equal to $5.25 per share and warrants to purchase 609,176 shares of our Common Stock were issued to H.C. Wainwright & Co., LLC (the “H.C.W. Warrants”) at an exercise price equal to $6.5663 per share pursuant to the respective placement agent agreements. Palladium Capital Advisors, LLC and H.C. Wainwright & Co., LLC are also entitled to additional warrants upon the holders’ exercise of warrants pursuant to the respective placement agent agreements.

On August 25, 2020, the Company entered into a securities purchase agreement pursuant to which the Company agreed to issue and sell in a registered direct offering 10,407,408 shares of the Company’s Common Stock and warrants exercisable for an aggregate of 11,216,932 shares of Common Stock at a combined offering price of $3.15 per share. The Warrants

have an exercise price of $3.02 per share. The Company also offered and sold to certain purchasers pre-funded warrants to purchase an aggregate of 809,524 shares of Common Stock, in lieu of shares of Common Stock. Each pre-funded warrant represented the right to purchase one share of Common Stock at an exercise price of $0.001 per share and was exercised in August 2020. The offering closed on August 28, 2020 with the Company receiving gross proceeds of $35,333 before deducting placement agent fees and related offering expenses of $3,914.

In connection with the August offering, warrants to purchase 222,222 shares of our Common Stock were issued to Palladium at an exercise price equal to $3.02 per share and warrants to purchase 897,355 shares of our Common Stock were issued to H.C. Wainwright & Co., LLC at an exercise price equal to $3.9375 per share pursuant to the respective placement agent agreements. Palladium Capital Advisors, LLC and H.C. Wainwright & Co., LLC are also entitled to additional warrants upon the holders’ exercise of warrants pursuant to the respective placement agent agreements.

On December 17, 2020, the Company entered into a securities purchase agreement pursuant to which the Company agreed to issue and sell, in a registered direct offering 24,509,806 shares of the Company’s common stock, par value $0.01 per share and warrants exercisable for an aggregate of 24,509,806 in a registered direct offering. The combined purchase price for one share of common stock (or common stock equivalent) and a warrant to purchase one share of common stock is $1.70. Each Warrant is immediately exercisable and will expire 24 months from the issuance date. The offering closed on December 21, 2020 with the Company receiving gross proceeds of approximately $41,667 before deducting placement agent fees and related offering expenses of $5,118.

In connection with the December offering, warrants to purchase 754,902 shares of our Common Stock were issued to Palladium at an exercise price equal to $1.70 per share and warrants to purchase 1,960,784 shares of our Common Stock were issued to H.C Wainwright & Co., LLC at an exercise price equal to $2.13 per share pursuant to the respective placement agent agreements. Palladium Capital Advisors, LLC and H.C. Wainwright & Co., LLC are also entitled to additional warrants upon the holders’ exercise of warrants pursuant to the respective placement agent agreements.

Series E Convertible Preferred Stock

During 2020, the Company issued 10,123 shares of Series E Preferred Stock. Subsequent to the issuance, all outstanding shares were converted into 510,460 shares of Common Stock during 2020.

Series F Convertible Preferred Stock

The Series F Preferred Stock has a par value of $0.01 per share, a stated value of $100 per share, and was initially convertible into Common Stock at an exercise price of $6.00 per share. On March 6, 2020, the exercise price was reduced from $6.00 to $1.68 and on March 19, 2020 was reduced again to $0.525 after giving effect to certain anti-dilution adjustments. As a result, the Company recorded a deemed dividend of approximately $140 which represents the fair value transferred to the Series F shareholders from the anti-dilution protection being triggered.

During the year ended December 31, 2020 all 8,996 shares of outstanding shares of Series F Convertible Preferred Stock was converted into 1,221,945 shares of Common Stock.

Reverse Stock Split

On June 10, 2020, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-3 reverse stock split of the Company’s shares of Common Stock. Such amendment and ratio were previously approved by the Company’s stockholders and Board of Directors.

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Measurements

Fair Value Measurements

Note 13. Fair Value Measurements

The following table presents the placement in the fair value hierarchy of the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis as of December 31, 2021 and 2020. Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to tangible property and equipment and other intangible assets, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. If it is determined that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is included in Impairment / disposal of assets in the consolidated statements of operations and comprehensive loss.


			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 December 31, 2021:
Recurring fair value measurements
Equity securities:
Route1, Inc.	$	722	$	—	$	722	$	—
Total equity securities		722		—		722		—
Total recurring fair value measurements	$	722	$	—	$	722	$	—

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	$	—

In addition to the above, the Company’s financial instruments as of December 31, 2021 and 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

Stock-based Compensation

12 Months Ended

Dec. 31, 2021

Stock-based Compensation

Stock-based Compensation

Note 14. Stock-based Compensation

The Company has a stock-based compensation plan available to grant stock options and RSUs to the Company’s directors, employees and consultants. Under the 2012 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2012 Plan”), a maximum of 840,000 shares of Common Stock may be awarded.

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 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.

In September 2020, XpresTest created a stock-based compensation plan available to grant stock options, restricted stock and RSU’s to the XpresTest’s directors, employees and consultants. Under the XpresTest 2020 Equity Incentive Plan (the “XpresTest Plan”), a maximum of 200 shares of XpresTest common stock may be awarded, which would represent 20% of the total number of shares of common stock of XpresTest as of December 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 Plan 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. During 2021, XpresTest repurchased thirteen common shares, exercised pursuant to the XpresTest Plan, for the grantees to defray their tax liabilities related to the XpresTest Plan RSAs award. As of December 31, 2021 all of the XpresTest RSAs have vested

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:	$	1.19 - 1.61
Exercise price:	$	1.19 - 1.61
Expected volatility:		123	%
Expected dividend yield:		0	%
Annual average risk-free rate:		0.37	%
Expected term:		5.38	years

Total stock-based compensation expense for the years ended December 31, 2021 and 2020 was $2,856 and $1,328, respectively.

The following tables summarize information about stock options and RSU activity during the year ended December 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 - 2,460.0
Granted	1,349,167		1.58	120.00		5,227.20	1,668,297		1.56		1.19 - 1.61
Exercised/Vested	(749,167)		1.54	(148.75)		6,418.40	(8,334)		1.53
Forfeited	—		—	—		—	(183,230)		1.61
Expired	—		—	—		—	(3,750)		50.8		NA
Outstanding as of December 31, 2021	600,000	$	1.63	—	$	—	2,826,871	$	2.57	$	1.19 - 2,460.0
Exercisable as of December 31, 2021							1,024,694	$	3.81	$	1.19 - 2,460.0

The weighted average remaining contractual term for options outstanding as of December 31, 2021 and 2020 was 8.71 years and 9.5 years, respectively.

As of December 31, 2021, Aggregate Intrinsic Value of Options Outstanding and Vested was $545. As of December 31, 2020, there was no aggregate intrinsic value associated with the options outstanding as the exercise price of the options was greater than the Company’s Common Stock price.

Unrecognized stock-based payment cost related to non-vested stock options as of December 31, 2021 and 2020 were $2,088 and $902, respectively.

Unrecognized stock-based payment cost related to non-vested RSUs as of December 31, 2021 and 2020 were $978 and $0 respectively.

Segment Information

12 Months Ended

Dec. 31, 2021

Segment Information

Segment Information

Note 15. Segment Information

The Company analyzes the results of the Company’s business through the Company’s three reportable segments: XpresSpa, XpresTest, and Treat. The XpresSpa segment provides travelers premium spa services, including massage, nail and skin care, as well as spa and travel products. The XpresTest segment provides diagnostic COVID-19 tests at XpresCheck™ Wellness Centers in airports, to airport employees and to the traveling public. The Treat segment provides access to integrated care which can seamlessly fit into a post-pandemic world and is designed to deliver on-demand access to integrated healthcare through technology and personalized services, positioned for a traveler to access health care, records and real-time information all in one place, as well as book appointments in the Company’s on-site wellness centers as they reopen. The chief operating decision maker evaluates the operating results and performance of the Company’s 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.

The Company currently operates in two geographical regions: United States and all other countries, which include Amsterdam, and Dubai. The following table represents the geographical revenue, and total long-lived asset information as

of and for the years ended December 31, 2021 and 2020. There were no concentrations of geographical revenue and long-lived assets related to any single foreign country that were material to the Company’s consolidated financial statements. Long-lived assets include property and equipment, restricted cash, equity investments, security deposits and right of use lease assets.


	For the years ended
	December 31,
	2021		2020
Revenue
United States	$	71,114	$	7,051
All other countries		2,615		1,334
Total revenue	$	73,729	$	8,385
Long-lived assets
United States	$	9,698	$	9,019
All other countries		4,799		1,380
Total long-lived assets	$	14,497	$	10,399

The Company’s continuing operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the enterprise’s CODM in deciding how to allocate resources and in assessing performance.

As a result of the Company’s transition to a pure-play health and wellness services company, the Company currently has three reportable operating segments: XpresSpa, XpresTest and Treat.


	For the twelve months ended
	December 31,
	2021		2020
Revenue
XpresSpa	$	4,614	$	8,045
XpresTest		69,078		80
Treat		37		—
Corporate and other		—		260
Total revenue	$	73,729	$	8,385

Operating income (loss)
XpresSpa	$	(9,617)	$	(29,966)
XpresTest		25,452		(3,494)
Treat		(5,735)		—
Corporate and other		(5,993)		(6,644)
Total operating income (loss)	$	4,107	$	(40,104)


Depreciation & Amortization
XpresSpa	$	1,281	$	4,608
XpresTest		1,858		585
Treat		50		—
Corporate and other		12		17
Total Depreciation & Amortization	$	3,201	$	5,210


	2021		2020
Capital Expenditures
XpresSpa	$	908	$	1,619
XpresTest		1,723		2,726
Treat		5,904		—
Corporate and other		136		4
Total Capital Expenditures	$	8,671	$	4,349


	2021		2020
Long-lived Assets
XpresSpa	$	8,419		6,081
XpresTest		2,246		2,148
Treat		2,700		—
Corporate and other		1,132		2,170
Total Long-lived Assets	$	14,497	$	10,399


	2021		2020
Assets
XpresSpa	$	12,351	$	9,014
XpresTest		19,349		2,999
Treat		5,918		—
Corporate and other		89,648		91,120
Total assets	$	127,266	$	103,133

Long-lived assets includes property and equipment, right of use lease assets, security deposits, equity investments and restricted cash.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Related Parties Transactions

12 Months Ended

Dec. 31, 2021

Related Parties Transactions

Related Parties Transactions

Note 16. Related Parties Transactions

In 2018, the Company entered into a collaboration agreement with Calm to the display, market, promote, and offer for sale Calm's products in each of the Company's branded stores worldwide. In connection with the collaboration agreement, the Company began selling Calm subscriptions and certain Calm-branded retail products in its spas, beginning in November 2018. Also, Calm previously held 937,500 warrants to purchase shares of Company's Common stock and a $2,500 unsecured note convertible into the Company's Series E Convertible Preferred Stock (see Note 11, Long-term Notes and Convertible Notes for further details). During the years ended December 31, 2021, and 2020, the Company recorded revenue of $2 and $11, respectively from the sale of Calm's branded products in its spas which is included in products revenue in the consolidated statements of operations and comprehensive income/(loss) for the years ended December 31, 2021 and 2020.

Accounts Payable, Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Accounts Payable, Accrued Expenses and Other Current Liabilities

Accounts Payable, Accrued Expenses and Other Current Liabilities

Note 17. Accounts Payable, Accrued Expenses and Other Current Liabilities

As of December 31, 2021, and 2020, the Company’s accounts payable, accrued expenses and other current liabilities were comprised of the following:



	December 31, 2021		December 31, 2020
Accounts payable	$	5,966	$	2,440
Litigation accrual		845		2,221
Accrued compensation		2,862		287
Tax-related liabilities		603		551
Gift certificates and loyalty reward program liabilities		494		495
Construction Accrual		930		347
Credit card processing fees		501		—
Other miscellaneous accruals		757		127
Total accounts payable, accrued expenses and other current liabilities	$	12,958	$	6,468

Concentrations of Supplier Risk

For the XpresTest segment, substantially all supplies for testing were purchased from one vendor. For the XpresSpa segment, substantially all inventory was also purchased from one vendor.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Taxes.

Income Taxes

Note 18. Income Taxes

For the years ended December 31, 2021 and 2020, the income (loss) before income taxes consisted of the following:


	2021		2020
Domestic	$	3,137	$	(91,030)
Foreign		(188)		(1,195)
	$	2,949	$	(92,225)

Income tax expense for the years ended December 31, 2021 and 2020 consisted of the following:


	For the years ended December 31,
	2021		2020
Current:
Federal	$	—	$
State		56		7
Foreign		—		—
Deferred:
Federal		—		—
	$	56	$	7

Income tax expense differed from the amounts computed by applying the applicable United States federal income tax rate to loss from continuing operations before taxes on income as a result of the following:


	For the years ended December 31,
	2021			2020
Income (loss) from operations before income taxes	$	2,949		$	(92,225)
Tax rate		21	%		21	%

Computed “expected” tax benefit		619			(19,367)
State taxes, net of federal income tax benefit		1,516			(2,395)
Change in valuation allowance		(10,946)			12,459
Expiration of Stock Options		4,445			—
Nondeductible expenses		1,104			10,841
Return to Provision Adjustment		2,403			—
Other items		915			(1,531)
Income tax expense (benefit)	$	56		$	7

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows:


	December 31,
	2021		2020
Deferred income tax assets
Net operating loss carryforwards	$	48,556	$	50,446
Stock-based compensation		507		4,765
Intangible assets and other		4,235		9,034
Net deferred income tax assets		53,298		64,245
Less:
Valuation allowance		(53,298)		(64,245)
Net deferred income tax assets	$	—	$	—

The Company assesses the need for a valuation allowance related to its deferred income tax assets by considering whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. A valuation allowance has been recorded against the Company’s deferred income tax assets, as it is in the opinion of management that it is more likely than not that the net operating loss carryforwards ("NOL") will not be utilized in the foreseeable future.

The cumulative valuation allowance as of December 31, 2021 is $53,298, which will be reduced if and when the Company determines that the deferred income tax assets are more likely than not to be realized.


As of January 1, 2020	$	51,788
Charged to cost and expenses		11,984
Return to provision true-up and other		473
As of December 31, 2020		64,245
Charged to cost and expenses		(8,544)
Return to provision true-up and other		(2,403)
As of December 31, 2021	$	53,298

As of December 31, 2021, the Company’s estimated aggregate total NOLs were $150,926 for U.S. federal purposes, expiring 20 years from the respective tax years to which they relate, and $56,336 for U.S. federal purposes with an indefinite life due to new regulations in the TCJA of 2017. The NOL amounts are presented before Internal Revenue Code, Section 382 limitations ("Section 382"). The Tax Reform Act of 1986 imposed substantial restrictions on the utilization of NOL and tax credits in the event of an ownership change of a corporation. Thus, the Company’s ability to utilize all such NOL and credit carryforwards may be limited. The Coronavirus Aid, Relief, and Economic Security Act or "CARES Act" was enacted subsequent to the December 31, 2019 period, on March 27, 2020. The CARES act provided for favorable business provisions. However, the Company does not anticipate the income tax provision changes to materially benefit the Company.

The Company files its tax returns in the U.S. federal jurisdiction, as well as in various state and local jurisdictions. The company is not currently under audit in any taxing jurisdictions. The federal statute of limitations for audit consideration is 3 years from the filing date, and generally states implement a statute of limitations between 3 and 5 years.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Commitments and Contingencies

Note 19. Commitments and Contingencies

Certain of the Company’s outstanding legal matters include speculative claims for substantial or indeterminate amounts of damages. The Company regularly evaluates developments in its legal matters that could affect the amount of any potential liability and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being any potential liability and the estimated amount of a loss related to the Company’s legal matters.

With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company’s management believes that the amount or range of a potential loss will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Company evaluated the outstanding legal matters and assessed the probability and likelihood of the occurrence of liability. Based on management’s estimates, the Company has recorded accruals of $845 and $2,221 as of December 31, 2021 and December 31, 2020, respectively, which is included in Accounts payable, accrued expenses and other current liabilities in the consolidated balance sheets.

The Company expenses legal fees in the period in which they are incurred.

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 and the Court ultimately granted preliminary approval on May 25, 2021. Notice of the settlement was sent out to the class members on June 22, 2021.

On October 1, 2021, the Court issued an Order granting the parties’ motion for final approval of the settlement. There were no appeals and the settlement was effective as of November 2, 2021. The Settlement Administrator has confirmed to the parties that settlement checks have been distributed to the Class on November 5, 2021. The Judge marked the case as closed on the docket on November 10, 2021.

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 had stated that the trial on the remaining portion of Jones’s claim will occur in May 2021.

The court held a trial on the remaining portion of Jones’s claim for the “second $750” on May 17-18, 2021. Following the trial, the court dismissed that portion of Jones’s claim.

On May 28, 2021, the court entered judgment against the Company based on its ruling in plaintiffs’ favor as to the “first $750.” The total amount of the judgment, with prejudgment interest, is $948. The rate of post-judgment interest is 0.04 % (i.e. 4/10 of 1%).

On June 24, 2021, the Company filed a notice of appeal of the judgment and posted the necessary bond.

On August 18, 2021, the parties entered into a Settlement Agreement and Mutual Release (the "Settlement Agreement"). Pursuant to the terms of the Settlement Agreement, all pending litigation was dismissed. On August 18, 2021, satisfaction of judgment was entered with the court.

Kyle Collins v. Spa Products Import & Distribution Co., LLC et al

This is a combined class action and California Private Attorney’s General Act (“PAGA”) action. Plaintiff seeks to recover wages, penalties and PAGA penalties for claims for (1) failure to provide meal periods, (2) failure to provide rest breaks, (3) failure to pay overtime, (4) inaccurate wage statements, (5) waiting time penalties, and (6) PAGA penalties of $0.1 per employee per pay period per violation. There are approximately 240 current and former employees in the litigation class. The parties agreed to mediation on May 26, 2020, however, due to COVID-19, the parties subsequently stayed all proceedings. The mediation session occurred on March 18, 2021, and the parties reached a settlement. A revised motion for preliminary approval of the settlement was filed with the Court in February 2022 and this motion is pending.

Mary Anne Bowen v. XpresSpa Miami Airport, LLC

On September 7, 2018, Plaintiff Mary Anne Bowen (“Plaintiff”) filed a Complaint in the Eleventh Judicial Circuit Court in and for Miami-Dade County, Florida, asserting two causes of action: (I) Respondent Superior to hold XpresSpa accountable for the actions of its employee; and (II) Negligent Hiring, Retention, and Supervision of an employee. On December 21, 2018, the Company filed a Motion to Dismiss Plaintiff’s Complaint in its entirety, arguing that XpresSpa cannot be held liable for the acts of an employee who was acting outside the scope of his employment (Count I) and that Plaintiff did not sufficiently plead XpresSpa had notice of the employee’s unfitness (Count II). The Motion to Dismiss was granted. However, Plaintiff filed an Amended Complaint which the Company answered. On June 30, 2021, the parties participated in a mediation session and an agreement was reached on the terms of a settlement. Settlement papers were signed on July 1, 2021, and a stipulation of dismissal was filed with the Court on July 26, 2021. Accordingly, this case is now closed.

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.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events

Subsequent Events

Note 20. Subsequent Events

On January 9, 2022, the Company entered into an acquisition agreement to acquire all of the equity interests in GCG Connect, LLC, d/b/a HyperPointe, a New Jersey limited liability company (“HyperPointe”), for an aggregate initial purchase price of approximately $6,612, which consisted of (i) $5,612 in cash and (ii) the issuance of 552,487 shares of common stock of the Company to the equity owners of HyperPointe, plus additional consideration in the form of a potential earnout of up to $7,500 (the “Acquisition”). The portion of the initial consideration for the Acquisition comprising the 552,487 shares of Company common stock was valued at $1,000 based upon a closing reference price of $1.81 as contemplated by the acquisition agreement.

XpresSpa Group also agreed pursuant to an earnout provision to issue up to an additional $7.5 million in cash or stock if certain earnout performance targets are met during an earnout period ending on the third anniversary of the date of the acquisition agreement. For purposes of the earnout, the Common Stock will also be valued on a per share basis. The earnout payments may be satisfied in (i) cash, (ii) shares of Common Stock (also priced at $1.81), or (iii) any combination thereof, at the election of the equity owners of HyperPointe, provided that in the event (and to the extent) XpresSpa Group does not have sufficient authorized shares of Common Stock that are unissued and not duly reserved for issuance upon options, warrants or other convertible securities, then XpresSpa Group shall be permitted to settle any earnout payments in cash. As a result, XpresSpa Group may issue up to an additional 4,143,647 shares of Common Stock; however, the actual number of shares that will be issued under the earnout, if any, will depend on (i) the extent of fulfillment of the earnout performance targets at the time of calculation of the earnout and (ii) the elections and conditions described in the previous sentence.

XpresSpa Group granted an equity award to Ezra T. Ernst, who was previously affiliated with HyperPointe and who was offered employment with the Company in connection with XpresSpa’s acquisition of the equity interests of HyperPointe, as an inducement material to such new employee entering into employment with the Company. The equity award was approved on January 7, 2022, in accordance with Nasdaq Listing Rule 5635(c)(4).

The employee received stock options to purchase 1,000,000 shares of XpresSpa common stock. The stock options were issued upon the closing of the acquisition of HyperPointe and employee’s hire date in connection therewith (the "Grant Date"), and all stock options included within the equity inducement award have an exercise price of $1.64 per share, resulting in the fair value of $1,457 which would be charged to expense per the option terms. One-third of the options will vest on each of the first three anniversaries of the Grant Date, subject to the employee's continued employment with XpresSpa or its subsidiaries on such vesting dates. The stock options have a ten-year term.

Accounting and Reporting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting and Reporting Policies

Basis of presentation and principles of consolidation

(a) Basis of presentation and principles of consolidation

Use of estimates

(b) Use of estimates

Translation into United States dollars

Cash and cash equivalents

(d) Cash and cash equivalents

Derivative instruments

(e) Derivative instruments

Inventory

(f) Inventory

All inventory is valued at the lower of cost or net realizable value. Cost is determined using a weighted-average cost method.

Intangible assets

(g) Intangible assets

Property and Equipment

(h) Property and Equipment

Impairment of long-lived assets

(i) Impairment of long-lived assets

Leases

(j) Leases

Restricted cash

(k) Restricted cash

Equity investments

(l) Equity investments

Revenue recognition

(m) Revenue recognition

XpresSpa

XpresCheck

Gift cards and customer rewards program

(n) Gift cards and customer rewards program

Segment reporting

(o) Segment reporting

Pre-opening costs

(p) Pre-opening costs

Cost of sales

(q) Cost of sales

Cost of sales consists of spa and clinic operating costs. These costs include all costs that are directly attributable to the location’s operations and include:

●

payroll and related benefits for the location’s operations and management;

●

rent, percentage rent and occupancy costs;

●

the cost of merchandise and testing supplies;

●

freight, shipping and handling costs;

●

production costs;

●

inventory shortage and valuation adjustments; and

●

costs associated with sourcing operations.

Stock-based compensation

(r) Stock-based compensation

Income taxes

(s) Income taxes

Noncontrolling interests

(t) Noncontrolling interests

Net income/(loss) per common share

(u) Net income/(loss) per common share

Commitments and contingencies

(v) Commitments and contingencies

Variable Interest Entities

(w) Variable Interest Entities

Fair value measurements

(x) Fair value measurements

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Reclassification

(y) Reclassification

Recently adopted accounting pronouncements

(z) Recently adopted accounting pronouncements

Accounting Standards Update No. 2020-10—Codification Improvements

Accounting Standards Update No. 2019-12—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

Recently issued accounting pronouncements

(z) 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)

ASU 2021-04: Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options

Net earnings (loss) per Share of Common Stock (Tables)

12 Months Ended

Dec. 31, 2021

Net earnings/(loss) per Share of Common Stock

Schedule of computation of basic and diluted net earnings/(losses) per common share


	Year ended
	December 31,
	2021		2020
Basic numerator:
Net income (loss) attributable to XpresSpa Group, Inc.	$	3,349	$	(90,488)
Less: deemed dividend on warrants and preferred stock		—		(945)
Net income (loss) attributable to common shareholders	$	3,349	$	(91,433)
Basic denominator:
Basic weighted average shares outstanding		104,306,173		44,567,542
Basic earnings/(loss) per share	$	0.03	$	(2.05)
Diluted numerator:
Earnings/ (loss) attributable to common shareholders	$	3,349	$	(91,433)
Diluted denominator:
Diluted weighted average shares outstanding		105,076,758		44,567,542
Diluted earnings/(loss) per share	$	0.03	$	(2.05)


Net income (loss) per share data presented above excludes from the calculation of diluted net income (loss), the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss
Both vested and unvested options to purchase an equal number of shares of Common Stock		2,614,766		1,353,888
Unvested RSUs to issue an equal number of shares of Common Stock		521,049		—
Warrants to purchase an equal number of shares of Common Stock		37,338,164		48,044,381
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders		40,473,979		49,398,269

Cash, Cash Equivalents, and Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2021

Cash, Cash Equivalents, and Restricted Cash

Schedule of cash, cash equivalents, and restricted cash


	December 31, 2021		December 31, 2020
Cash denominated in United States dollars	$	102,560	$	88,636
Cash denominated in currency other than United States dollars		2,133		1,158
Restricted cash		751		701
Credit and debit card receivables		813		7
Total cash, cash equivalents and restricted cash	$	106,257	$	90,502

Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2021

Other Current Assets

Schedule of other current assets


	December 31, 2021		December 31, 2020
Prepaid expenses	$	1,047	$	1,135
Other		48		186
Total other current assets	$	1,095	$	1,321

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property and Equipment

Schedule of property and equipment


	December 31,
	2021		2020		Useful Life
Leasehold improvements	$	11,225	$	8,357	Average 5-8 years
Furniture and fixtures		1,146		362	3-4 years
Other operating equipment		1,027		388	Maximum 5 years
		13,398		9,107
Accumulated depreciation		(6,740)		(4,946)
Total property and equipment, net	$	6,658	$	4,161

Other Assets (Tables)

12 Months Ended

Dec. 31, 2021

Other Assets

Schedule of other assets


	December 31, 2021		December 31, 2020
Equity investments	$	722	$	1,768
Lease deposits		2,030		736
Other		58		85
Other assets	$	2,810	$	2,588

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Intangible Assets

Schedule of company's intangible assets


	December 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	$	(1,118)	$	221	$	1,339	$	(899)	$	440
Software		3,886		(484)		3,402		694		(264)		430
Licenses		116		(7)		109		—		—		—
Total intangible assets	$	5,341	$	(1,609)	$	3,732	$	2,033	$	(1,163)	$	870

Schedule of estimated amortization expense


Calendar Years ending December 31,	Amount
2022	$	1,476
2023		1,142
2024		1,074
2025		23
2026		17
Total	$	3,732

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases

Schedule of supplemental cash flow information related to leases


	Year ended December 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(4,230)	$	(2,344)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	(3,646)	$	(3,144)
Leased assets surrendered in exchange for termination of operating lease liabilities	$	9	$	11

Schedule of future minimum commitments

As of December 31, 2021, future minimum operating leases commitments are as follows:


Calendar Years ending December 31,	Amount
2022	$	3,506
2023		3,071
2024		2,545
2025		1,760
2026		718
Thereafter		808
Total future lease payments		12,408
Less: interest expense at incremental borrowing rate		(2,168)
Net present value of lease liabilities	$	10,240

Schedule of other assumptions and pertinent information


Weighted average remaining lease term:	4.11	years
Weighted average discount rate used to determine present value of operating lease liability:	10.06	%

Long-term Notes and Convertible Notes (Tables)

12 Months Ended

Dec. 31, 2021

Long-term Notes and Convertible Notes

Schedule of total debt


	December 31, 2021		December 31, 2020
Promissory note, unsecured (Non Current)	$	—	$	2,355
Promissory note, unsecured (Current)		3,584		3,298

Total debt	$	3,584	$	5,653

Stockholders' Equity and Warrants (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity and Warrants

Schedule of information about all warrant activity


		Weighted average		Exercise
	No. of warrant	exercise price		price range
December 31, 2020	48,044,381	$	2.71	$	0.525 - 300.00
Granted	1,172,088	$	2.01	$	1.70 - 2.125
Exercised	(11,273,529)	$	1.71	$	1.70 - 2.125
Expired	(125,246)	$	2.52	$	0.525-300
December 31, 2021	37,817,694	$	2.99	$	0.525 - 6.566

Schedule of outstanding equity warrants


				contractual
	No. outstanding	Exercise price		life		Expiration Date
June 2020 Investor Warrants (a)	7,614,700	$	5.2530	0.21	years	March 17, 2022
June 2020 Placement Agent Warrants (a)	609,176	$	6.5663	0.21	years	March 17, 2022
June 2020 Placement Agent Tail Fee (a)	133,258	$	5.2530	0.21	years	March 17, 2022
August 2020 Investor Warrants	11,216,932	$	3.0200	0.66	years	August 28, 2022
August 2020 Placement Agent Warrants	897,355	$	3.9375	0.66	years	August 28, 2022
August 2020 Placement Agent Tail Fee	222,222	$	3.0200	0.66	years	August 28, 2022
December 2020 Investor Warrants	13,927,453	$	1.7000	0.97	years	December 21, 2022
December 2020 Placement Agent Warrants	1,769,608	$	2.1250	0.97	years	December 21, 2022
December 2020 Placement Agent Tail Fee	254,902	$	1.7000	0.97	years	December 21, 2022
January 2021 Placement Agent Warrants	510,588	$	2.1250	1.08	years	January 28, 2023
January 2021 Placement Agent Tail Fee	35,000	$	1.7000	1.08	years	January 28, 2023
February 2021 Placement Agent Warrants	284,000	$	2.1250	1.12	years	February 11, 2023
February 2021 Placement Agent Warrants	48,000	$	2.1250	1.13	years	February 16, 2023
February 2021 Placement Agent Tail Fee	248,500	$	1.7000	1.12	years	February 11, 2023
February 2021 Placement Agent Tail Fee	42,000	$	1.7000	1.88	years	February 16, 2023
December 2021 Placement Agent Tail Fee	4,000	$	2.1250	1.99	years	December 27, 2023
	37,817,694

(a)

These warrants lapsed without being exercised as of the date of this report.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 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 December 31, 2021:
Recurring fair value measurements
Equity securities:
Route1, Inc.	$	722	$	—	$	722	$	—
Total equity securities		722		—		722		—
Total recurring fair value measurements	$	722	$	—	$	722	$	—

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	$	—

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Stock-based Compensation

Schedule of fair value of stock options estimated


Share price of the Company’s Common Stock on the grant date:	$	1.19 - 1.61
Exercise price:	$	1.19 - 1.61
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 - 2,460.0
Granted	1,349,167		1.58	120.00		5,227.20	1,668,297		1.56		1.19 - 1.61
Exercised/Vested	(749,167)		1.54	(148.75)		6,418.40	(8,334)		1.53
Forfeited	—		—	—		—	(183,230)		1.61
Expired	—		—	—		—	(3,750)		50.8		NA
Outstanding as of December 31, 2021	600,000	$	1.63	—	$	—	2,826,871	$	2.57	$	1.19 - 2,460.0
Exercisable as of December 31, 2021							1,024,694	$	3.81	$	1.19 - 2,460.0

Segment Information (Tables)

12 Months Ended

Dec. 31, 2021

Segment Information

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area


	For the years ended
	December 31,
	2021		2020
Revenue
United States	$	71,114	$	7,051
All other countries		2,615		1,334
Total revenue	$	73,729	$	8,385
Long-lived assets
United States	$	9,698	$	9,019
All other countries		4,799		1,380
Total long-lived assets	$	14,497	$	10,399

Schedule of segment reporting information, by segment


	For the twelve months ended
	December 31,
	2021		2020
Revenue
XpresSpa	$	4,614	$	8,045
XpresTest		69,078		80
Treat		37		—
Corporate and other		—		260
Total revenue	$	73,729	$	8,385

Operating income (loss)
XpresSpa	$	(9,617)	$	(29,966)
XpresTest		25,452		(3,494)
Treat		(5,735)		—
Corporate and other		(5,993)		(6,644)
Total operating income (loss)	$	4,107	$	(40,104)


Depreciation & Amortization
XpresSpa	$	1,281	$	4,608
XpresTest		1,858		585
Treat		50		—
Corporate and other		12		17
Total Depreciation & Amortization	$	3,201	$	5,210


	2021		2020
Capital Expenditures
XpresSpa	$	908	$	1,619
XpresTest		1,723		2,726
Treat		5,904		—
Corporate and other		136		4
Total Capital Expenditures	$	8,671	$	4,349


	2021		2020
Long-lived Assets
XpresSpa	$	8,419		6,081
XpresTest		2,246		2,148
Treat		2,700		—
Corporate and other		1,132		2,170
Total Long-lived Assets	$	14,497	$	10,399


	2021		2020
Assets
XpresSpa	$	12,351	$	9,014
XpresTest		19,349		2,999
Treat		5,918		—
Corporate and other		89,648		91,120
Total assets	$	127,266	$	103,133

Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Accounts Payable, Accrued Expenses and Other Current Liabilities

Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities



	December 31, 2021		December 31, 2020
Accounts payable	$	5,966	$	2,440
Litigation accrual		845		2,221
Accrued compensation		2,862		287
Tax-related liabilities		603		551
Gift certificates and loyalty reward program liabilities		494		495
Construction Accrual		930		347
Credit card processing fees		501		—
Other miscellaneous accruals		757		127
Total accounts payable, accrued expenses and other current liabilities	$	12,958	$	6,468

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Taxes.

Schedule of Income before Income Tax, Domestic and Foreign


	2021		2020
Domestic	$	3,137	$	(91,030)
Foreign		(188)		(1,195)
	$	2,949	$	(92,225)

Schedule of Components of Income Tax Expense (Benefit)


	For the years ended December 31,
	2021		2020
Current:
Federal	$	—	$
State		56		7
Foreign		—		—
Deferred:
Federal		—		—
	$	56	$	7

Schedule of Effective Income Tax Rate Reconciliation


	For the years ended December 31,
	2021			2020
Income (loss) from operations before income taxes	$	2,949		$	(92,225)
Tax rate		21	%		21	%

Computed “expected” tax benefit		619			(19,367)
State taxes, net of federal income tax benefit		1,516			(2,395)
Change in valuation allowance		(10,946)			12,459
Expiration of Stock Options		4,445			—
Nondeductible expenses		1,104			10,841
Return to Provision Adjustment		2,403			—
Other items		915			(1,531)
Income tax expense (benefit)	$	56		$	7

Schedule of Deferred Tax Assets and Liabilities


	December 31,
	2021		2020
Deferred income tax assets
Net operating loss carryforwards	$	48,556	$	50,446
Stock-based compensation		507		4,765
Intangible assets and other		4,235		9,034
Net deferred income tax assets		53,298		64,245
Less:
Valuation allowance		(53,298)		(64,245)
Net deferred income tax assets	$	—	$	—

Summary of Valuation Allowance


As of January 1, 2020	$	51,788
Charged to cost and expenses		11,984
Return to provision true-up and other		473
As of December 31, 2020		64,245
Charged to cost and expenses		(8,544)
Return to provision true-up and other		(2,403)
As of December 31, 2021	$	53,298

General (Details)													1 Months Ended				3 Months Ended	6 Months Ended		12 Months Ended
General (Details)	Jan. 31, 2022 USD ($)	Oct. 13, 2021 item	Apr. 21, 2021 item	Apr. 08, 2021 item	Mar. 15, 2021 item	Mar. 08, 2021 item	Feb. 16, 2021 item	Jan. 20, 2021 item	Jan. 12, 2021 item	Aug. 28, 2020 USD ($)	Jun. 19, 2020 USD ($)	Apr. 06, 2020 USD ($) shares	Mar. 31, 2022 item	Feb. 28, 2022 item	Jan. 31, 2022 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) item location $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) segment item location $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 17, 2020 $ / shares shares	Aug. 25, 2020 $ / shares shares	Jun. 30, 2020 shares	Jun. 17, 2020 $ / shares shares	Jun. 04, 2020 shares
Number of operating segments \| segment																				3
Revenues																				$ 73,729,000	$ 8,385,000
Revenue contract amount															$ 5,534,000					2,001,000
Recognized revenue																	$ 549,000			549,000	914,000
Recognized revenue																	1,557,000
Impairment expense related to operating lease right of use assets																				747,000	6,341,000
Impairment of intangible assets																				0	3,934,000
Lease concessions																				2,078,000	2,107,000
Repurchase and retirement of common stock																				7,825,000
Cash and cash equivalents																	105,506,000			105,506,000	89,801,000
Total current assets																	108,979,000			108,979,000	91,779,000
Total current liabilities																	19,827,000			19,827,000	13,477,000
Working capital																	$ 89,152,000			$ 89,152,000
Working capital deficiency																					$ 78,302,000
Gross proceeds																$ 4,258,000
Warrants issued \| shares																								1,942,131		1,374,750
Warrant exercise price \| $ / shares																					$ 1.70
Boston Logan International Airport [Member]
Number of separate testing rooms \| item									7
Salt Lake City International Airport [Member]
Number of separate testing rooms \| item								4
Newark Liberty International Airport [Member]
Number of separate testing rooms \| item							4
Houston George Bush Intercontinental Airport [Member]
Number of separate testing rooms \| item						4
Dulles International Airport [Member]
Number of separate testing rooms \| item					9
Reagan National Airport [Member]
Number of separate testing rooms \| item					4
Seattle-Tacoma International Airport [Member]
Number of separate testing rooms \| item				8
San Francisco International Airport [Member]
Number of separate testing rooms \| item			9
Hartsfield-Jackson Atlanta International Airport [Member]
Number of separate testing rooms \| item		6
Denver International Airport [Member]
Number of separate testing rooms \| item														6
Istanbul Airport [Member]
Number of location reopenings planned \| location																				5
United States
Number of location reopenings planned \| location																				4
Revenues																				$ 71,114,000	$ 7,051,000
Non-US \| Schiphol Amsterdam International Airport [Member]
Number of operating locations \| location																	3			3
Trade name [Member]
Impairment of intangible assets																				$ 0	3,934,000
Offerings
Gross proceeds											$ 40,000,000
Warrants issued \| shares																									7,614,700
Warrant exercise price \| $ / shares																									$ 5.25
Minimum [Member]
Rent concession period																				3 months
Maximum [Member]
Rent concession period																				28 months
XpresSpa
Revenues																				$ 4,614,000	8,045,000
Number of hours worked per day during post-pandemic time																	8			8
Number of hours worked pre-pandemic time																	16			16
XpresSpa \| Dubai International Airport [Member]
Number of operating locations \| location																	3			3
XpresSpa \| United States
Number of operating locations \| location																	16			16
Number of re-opened top performing xpress spa locations \| location																	16			16
XpresSpa \| Non-US
Number of airport locations \| location																	6			6
XpresTest
Number of operating locations \| location																	15			15
Revenues																				$ 69,078,000	$ 80,000
Revenue contract amount	$ 5,534,000																			$ 2,001,000
Number of airports \| item																	12			12
Recognized revenue																	$ 527,000			$ 527,000
Subsequent event
Recognized revenue																		$ 3,977,000
Subsequent event \| Orlando International Airport [Member]
Number of separate testing rooms \| item													5
Subsequent event \| XpresTest
Recognized revenue																		$ 3,977,000
Purchase agreement
Gross proceeds										$ 35,333,000		$ 2,806,000
Warrants issued \| shares												481,818										24,509,806	11,216,932		7,614,700
Cash fees paid										$ 3,914,000
Warrant exercise price \| $ / shares																						$ 1.70	$ 3.02
MSAs \| XpresTest
Recognized revenue																			$ 16,843,000
Placement Agent Agreement
Cash fees paid																				$ 2,162,000
December 2020 Warrants
Total of warrants exercised \| shares																				11,273,529
Gross proceeds																				$ 19,245,000
H.C.W. Warrants
Warrants issued \| shares																	846,588			846,588
Cash fees paid																				$ 2,162,000
Warrant exercise price \| $ / shares																	$ 2.125			$ 2.125
H.C.W. Warrants \| Purchase agreement
Warrants issued \| shares																							897,355
Warrant exercise price \| $ / shares																					$ 2.13		$ 3.9375		$ 6.5663
H.C.W. Warrants \| Placement Agent Agreement
Warrants issued \| shares																	846,588			846,588
Warrant exercise price \| $ / shares																	$ 2.125			$ 2.125
Palladium Warrants
Warrants issued \| shares																	325,500			325,500
Warrant exercise price \| $ / shares																	$ 1.70			$ 1.70
Palladium Warrants \| Purchase agreement
Warrants issued \| shares																							222,222
Warrant exercise price \| $ / shares																							$ 3.02		$ 5.25
Palladium Warrants \| Placement Agent Agreement
Warrants issued \| shares																	325,500			325,500
Warrant exercise price \| $ / shares																	$ 1.70			$ 1.70

Accounting and Reporting Policies (Details) $ in Thousands		1 Months Ended	3 Months Ended	6 Months Ended			12 Months Ended
Accounting and Reporting Policies (Details) $ in Thousands	Jan. 31, 2022 USD ($)	Jan. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) location	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($) location	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) segment location	Dec. 31, 2020 USD ($)
Uncertain tax positions			$ 0		$ 0		$ 0	$ 0
Revenues							73,729	8,385
Recognized revenue			1,557
Deferred revenue			549		549		549	914
Revenue contract amount		$ 5,534					2,001
Total revenue							$ 73,729	8,385
Number of operating segments \| segment							3
Impairment of intangible assets							$ 0	3,934
XpresTest
Revenues							69,078	80
Deferred revenue			$ 527		$ 527		527
Revenue contract amount	$ 5,534						$ 2,001
Number of operating locations \| location			15		15		15
XpresTest \| MSAs
Recognized revenue						$ 16,843
XpresTest \| MSAs \| Cumulative catch-up adjustment
Recognized revenue						$ 3,186
XpresSpa
Revenues							$ 4,614	8,045
Subsequent event
Recognized revenue				$ 3,977
Subsequent event \| XpresTest
Recognized revenue				$ 3,977
United States
Revenues							$ 71,114	$ 7,051
United States \| XpresSpa
Number of operating locations \| location			16		16		16
Variable Interest Entity, Primary Beneficiary
Total revenue					$ 50,689		$ 50,689

Net earnings (loss) per Share of Common Stock - Potentially Dilutive Securities (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share Disclosure
Net income (loss) attributable to XpresSpa Group, Inc.	$ 3,349	$ (90,488)
Less: deemed dividend on warrants and preferred stock		(945)
Net income (loss) attributable to common shareholders	$ 3,349	$ (91,433)
Basic weighted average shares outstanding	104,306,173	44,567,542
Basic earnings/(loss) per share	$ 0.03	$ (2.05)
Diluted weighted average shares outstanding	105,076,758	44,567,542
Diluted earnings/(loss) per share	$ 0.03	$ (2.05)
Net income (loss) per share data presented above excludes from the calculation of diluted net income (loss) the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss
Total number of potentially dilutive securities excluded from the calculation of earnings (loss) per share attributable to common shareholders	40,473,979	49,398,269
Vested and unvested options outstanding to purchase an equal number of shares of Common Stock of the Company [Member]
Net income (loss) per share data presented above excludes from the calculation of diluted net income (loss) the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss
Total number of potentially dilutive securities excluded from the calculation of earnings (loss) per share attributable to common shareholders	2,614,766	1,353,888
Unvested Restricted Stock Units ("RSU")
Net income (loss) per share data presented above excludes from the calculation of diluted net income (loss) the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss
Total number of potentially dilutive securities excluded from the calculation of earnings (loss) per share attributable to common shareholders	521,049,000	0
Warrants
Net income (loss) per share data presented above excludes from the calculation of diluted net income (loss) the following potentially dilutive securities, having an anti-dilutive impact, in case of net loss
Total number of potentially dilutive securities excluded from the calculation of earnings (loss) per share attributable to common shareholders	37,338,164	48,044,381

Variable Interest Entities (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Variable Interest Entity [Line Items]
Assets	$ 127,266	$ 127,266	$ 103,133
Liabilities	27,331	27,331	22,762
Total revenue		73,729	8,385
Net income (loss)		2,893	$ (92,232)
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Assets	3,033	3,033
Liabilities	683	683
Total revenue	$ 50,689	$ 50,689

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Cash, Cash Equivalents, and Restricted Cash - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash, Cash Equivalents, and Restricted Cash
Cash denominated in United States dollars	$ 102,560	$ 88,636
Cash denominated in currency other than United States dollars	2,133	1,158
Restricted cash	751	701
Credit and debit card receivables	813	7
Total cash, cash equivalents and restricted cash	$ 106,257	$ 90,502	$ 2,635

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Cash, Cash Equivalents, and Restricted Cash
Deposits in excess of FDIC limits	$ 103,339	$ 88,556
Amount of cash in overseas accounts	$ 2,113	$ 1,158

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Other Current Assets
Prepaid expenses	$ 1,047	$ 1,135
Other	48	186
Total other current assets	$ 1,095	$ 1,321

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property and equipment, Gross	$ 13,398	$ 9,107
Accumulated depreciation	(6,740)	(4,946)
Property and equipment, Net	6,658	4,161
Impairment on property and equipment	90	4,954
Impairment/disposal of assets	837	15,356
Depreciation expense	2,754	2,853
Leasehold Improvements [Member]
Property and equipment, Gross	$ 11,225	8,357
Leasehold Improvements [Member] \| Minimum [Member]
Property and equipment, useful life	5 years
Leasehold Improvements [Member] \| Maximum [Member]
Property and equipment, useful life	8 years
Furniture and Fixtures [Member]
Property and equipment, Gross	$ 1,146	362
Furniture and Fixtures [Member] \| Minimum [Member]
Property and equipment, useful life	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property and equipment, useful life	4 years
Other Operating Equipment [Member]
Property and equipment, Gross	$ 1,027	$ 388
Other Operating Equipment [Member] \| Maximum [Member]
Property and equipment, useful life	5 years

Other Assets - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Other Assets
Equity investments	$ 722	$ 1,768
Lease deposits	2,030	736
Other	58	85
Other assets	$ 2,810	$ 2,588

Other Assets (Details) - USD ($) $ in Thousands	12 Months Ended
Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Impairment loss on cost method investment	$ 90	$ 4,954
Security deposits	2,030	736
Other nonoperating income expense
Unrealized gain on remeasurement of common stock and warrants		1,284
Unrealized loss on remeasurement of common stock and warrants	1,046
Route1 Inc
Fair value of the investment	$ 722	$ 1,768

Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 5,341	$ 2,033
Accumulated Amortization	(1,609)	(1,163)
Net Carrying Amount	3,732	870
Trade name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,339	1,339
Accumulated Amortization	(1,118)	(899)
Net Carrying Amount	221	440
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,886	694
Accumulated Amortization	(484)	(264)
Net Carrying Amount	3,402	$ 430
License [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	116
Accumulated Amortization	(7)
Net Carrying Amount	$ 109

Intangible Assets - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
2022	$ 1,476
2023	1,142
2024	1,074
2025	23
2026	17
Total	$ 3,732	$ 870

Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets	$ 0	$ 3,934
Amortization expense	447	2,357
Trade name [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets	$ 0	$ 3,934
Expected useful lives (in years)	6 years
Software [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Expected useful lives (in years)	3 years
Software [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Expected useful lives (in years)	5 years

Leases (Details) - USD ($) $ in Thousands	12 Months Ended
Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Incremental borrowing rate	9.00%	11.24%
Lease concessions	$ 2,078	$ 2,107
Variable lease payments	576	611
Impairment expense related to operating lease right of use assets	747	6,341
Rental expense for operating leases	$ 2,069	$ 2,057
Minimum [Member]
Rent concession period	3 months
Maximum [Member]
Rent concession period	28 months

Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Leases
Operating cash flows from operating leases	$ (4,230)	$ (2,344)
Leased assets obtained in exchange for new and modified operating lease liabilities	(3,646)	(3,144)
Leased assets surrendered in exchange for termination of operating lease liabilities	$ 9	$ 11

Leases - Future Minimum Commitments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases
2022	$ 3,506
2023	3,071
2024	2,545
2025	1,760
2026	718
Thereafter	808
Total future lease payments	12,408
Less: interest expense at incremental borrowing rate	(2,168)
Net present value of lease liabilities	$ 10,240

Leases - Other Assumptions and Pertinent Information (Details)	Dec. 31, 2021
Leases
Weighted average remaining lease term (years):	4 years 1 month 9 days
Weighted average discount rate used to determine present value of operating lease liability:	10.06%

Long-term Notes and Convertible Notes - Summary of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Mar. 06, 2020
Debt Instrument [Line Items]
Promissory note, unsecured (Non Current)		$ 2,355
Promissory note, unsecured (Current)	$ 3,584	3,298
Total debt	$ 3,584	$ 5,653
B3D Note [Member] \| Credit agreement with B3D, LLC
Debt Instrument [Line Items]
Total debt			$ 3,994

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Long-term Notes and Convertible Notes - B3D Senior Secured Loan (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 06, 2020	Jan. 09, 2020	Mar. 31, 2020	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Mar. 19, 2020	Mar. 05, 2020	Jan. 08, 2020	Jul. 08, 2019
Amortization expense						$ 128
Conversion price	$ 1.68						$ 0.525
Debt outstanding					$ 3,584	5,653
Loss on the extinguishment of debt						(182)
Shares issued on conversion of debt				2,913,197
Current portion of promissory note, unsecured					3,584	3,298
Accretion expense						1,125
Credit agreement with B3D, LLC
Debt instrument, face amount	$ 7,900	$ 7,150						$ 7,150	$ 7,000
Increase in principal and interest accrued of debt	750	$ 150
Issuance of common shares to pay interest on borrowings		97,223
Debt fee capitalized		$ 150
Increase in principle portion	500
Increase due to accrued interest	$ 250
Conversion price	$ 1.68						$ 0.525	$ 6.00
Extinguishment of debt, net			$ 4,829
Unamortized debt discount on extinguishment of debt			1,845
Unamortized debt issuance cost on extinguishment of debt			$ 476
B3D Note [Member]
Amortization expense						98
Derivative liability						$ 15,395
Conversion price			$ 1.68			$ 0.525
Principal amount of debt converted						$ 7,900
Write off of deferred debt issuance cost						$ 3,156
Shares issued on conversion of debt						13,934,525
Loss on derivative liability						$ 11,990
Accretion expense						884
Extinguishment of derivative liability			$ 2,048
B3D Note [Member] \| Credit agreement with B3D, LLC
Debt outstanding	$ 3,994
Unamortized cost	3,656
Deferred finance costs	250
Derivative liability	$ 3,656
Loss on the extinguishment of debt						$ 273
Calm Note, net
Debt instrument, face amount										$ 2,500
Amortization expense					30
Conversion price						$ 0.525				$ 6.00
Deferred finance costs										$ 1,369
Principal amount of debt converted						$ 2,500
Write off of deferred debt discount cost						947
Write off of deferred debt issuance cost						$ 154
Shares issued on conversion of debt						4,761,906
Loss on derivative liability						$ 8,985
Accretion expense					$ 187

Long-term Notes and Convertible Notes - Paycheck Protection Program (Details) - Paycheck Protection Program - USD ($)	May 02, 2020	May 01, 2020	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Debt instrument, face amount		$ 5,653,000
Interest rate (as a percent)		1.00%
Deferral period		6 months
Accrued interest payments			$ 4,000	$ 37,000
Payments on PPP Loan	$ 0

Long-term Notes and Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 06, 2020	Jan. 09, 2020	Mar. 31, 2020	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 17, 2020	Jun. 04, 2020	Mar. 19, 2020	Mar. 05, 2020	Jan. 08, 2020	Jul. 08, 2019
Common stock, par value					$ 0.01	$ 0.01
Accretion expense						$ 1,125
Amortization expense						$ 128
Shares issued on conversion of debt				2,913,197
Exercise price per warrant						$ 1.70
Warrants to purchase shares of common stock				1,942,131				1,374,750
Conversion price	$ 1.68								$ 0.525
Credit agreement with B3D, LLC
Debt instrument, face amount	$ 7,900	$ 7,150								$ 7,150	$ 7,000
Increase in principal and interest accrued of debt	750	$ 150
Increase in principle portion	$ 500
Issuance of common shares to pay interest on borrowings		97,223
Debt fee capitalized		$ 150
Conversion price	$ 1.68								$ 0.525	$ 6.00
Extinguishment of debt, net			$ 4,829
Unamortized debt discount on extinguishment of debt			1,845
Unamortized debt issuance cost on extinguishment of debt			$ 476
Offerings
Exercise price per warrant							$ 5.25
Warrants to purchase shares of common stock							7,614,700
B3D Note [Member]
Accretion expense						$ 884
Amortization expense						98
Write off of deferred debt issuance cost						$ 3,156
Shares issued on conversion of debt						13,934,525
B3D Note [Member] \| Credit agreement with B3D, LLC
Unamortized cost	$ 3,656
Debt issuance costs, net	$ 250
Calm Note, net
Debt instrument, face amount												$ 2,500
Accretion expense					$ 187
Debt issuance costs, net												$ 1,369
Settlement of derivative liability through the issuance of Common Stock						$ 9,200
Amortization expense					$ 30
Write off of deferred debt issuance cost						$ 154
Shares issued on conversion of debt						4,761,906
Conversion price						$ 0.525						$ 6.00

Long-term Notes and Convertible Notes - Credit Cash Funding Advances (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 01, 2020	Dec. 31, 2020	Dec. 31, 2021	Jan. 09, 2020
Debt Instrument [Line Items]
Debt outstanding		$ 5,653	$ 3,584
Gain on early repayment of debt		(182)
CC Lender \| CC Agreement
Debt Instrument [Line Items]
Debt instrument, face amount				$ 1,000
Debt fee capitalized				160
Debt outstanding				$ 1,160
Repayments of debt	$ 733
Gain on early repayment of debt	$ 91	$ 91

- Definition

+ References + Details

Long-term Notes and Convertible Notes - Calm Note (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 17, 2020	Aug. 25, 2020	Jun. 17, 2020	Jun. 04, 2020	Apr. 06, 2020	Mar. 19, 2020	Mar. 06, 2020	Jul. 08, 2019
Debt Instrument [Line Items]
Conversion price									$ 0.525	$ 1.68
Warrants to purchase shares of common stock	1,942,131						1,374,750
Exercise price per warrant			$ 1.70
Accretion expense			$ 1,125
Amortization expense			$ 128
Shares issued on conversion of debt	2,913,197
Calm Warrants
Debt Instrument [Line Items]
Exercise price per warrant									$ 0.0525	$ 1.68
Calm Note, net
Debt Instrument [Line Items]
Debt instrument, face amount											$ 2,500
Conversion price			$ 0.525								$ 6.00
Debt issuance costs, net											$ 1,369
Accretion expense		$ 187
Amortization expense		$ 30
Settlement of derivative liability through the issuance of Common Stock			$ 9,200
Principal amount of debt converted			2,500
Write off of deferred debt issuance cost			154
Write off of deferred debt discount cost			$ 947
Shares issued on conversion of debt			4,761,906
Loss on derivative liability			$ 8,985
Calm Note, net \| Calm Warrants
Debt Instrument [Line Items]
Warrants to purchase shares of common stock											312,500
Purchase agreement
Debt Instrument [Line Items]
Warrants to purchase shares of common stock				24,509,806	11,216,932	7,614,700		481,818
Exercise price per warrant				$ 1.70	$ 3.02

Long-term Notes and Convertible Notes - Loss on Revaluation of Warrants and Conversion Options (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Revaluation of warrants and conversion options	$ 51,147
Calm Warrants
Debt Instrument [Line Items]
Revaluation of warrants and conversion options	15,480
Class A Warrants
Debt Instrument [Line Items]
Revaluation of warrants and conversion options	14,692
B3D Note [Member]
Debt Instrument [Line Items]
Revaluation of warrants and conversion options	11,990
Calm Note, net
Debt Instrument [Line Items]
Revaluation of warrants and conversion options	$ 8,985

Stockholders' Equity and Warrants - Schedule of Changes In Warrants Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Warrants [Line Items]
Repurchase and retirement of common stock		$ 7,825
Exercise price
Balance at the beginning (in dollars per share)		$ 1.70
Share Repurchase Program [Member]
Warrants [Line Items]
Repurchase and retirement of common stock (in shares)		4,702,072
Repurchase price		$ 1.66
Repurchase and retirement of common stock		$ 7,825
Share Repurchase Program [Member] \| Subsequent event
Warrants [Line Items]
Repurchase and retirement of common stock (in shares)	7,142,446
Repurchase price	$ 1.55
Repurchase and retirement of common stock	$ 11,095
Warrants
Warrants [Line Items]
Granted		1,172,088
Exercised		(11,273,529)
Expired		(125,246)
Outstanding, Ending Balance		37,817,694
Outstanding, Opening Balance		48,044,381
Exercise price
Weighted average exercise price, Beginning Balance		$ 2.71
Weighted average exercise price, Granted		2.01
Weighted average exercise price, Exercised		1.71
Weighted average exercise price, Expired		2.52
Weighted average exercise price, Ending Balance		2.99
Warrants \| Minimum [Member]
Exercise price
Exercise price range, Granted		1.70
Exercise price range, Exercised		1.70
Exercise price range, Expired		0.525
Exercise price range, Ending Balance		0.525
Exercise price range, Beginning Balance		0.525
Warrants \| Maximum [Member]
Exercise price
Exercise price range, Granted		2.125
Exercise price range, Exercised		2.125
Exercise price range, Expired		300
Exercise price range, Ending Balance		6.566
Exercise price range, Beginning Balance		$ 300.00

Stockholders' Equity and Warrants - Schedule of Warrants Outstanding (Details)			12 Months Ended
	Jun. 11, 2020	Jun. 10, 2020	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares
Warrants [Line Items]
Exercise price \| $ / shares				$ 1.70
Reverse stock split, conversion ratio	0.33
Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			37,817,694
Warrants
Warrants [Line Items]
Reverse stock split, conversion ratio		0.33
June 2020 Investor Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			7,614,700
Exercise price \| $ / shares			$ 5.2530
Remaining contractual life			2 months 15 days
Expiration Date			Mar. 17, 2022
June 2020 Placement Agent Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			609,176
Exercise price \| $ / shares			$ 6.5663
Remaining contractual life			2 months 15 days
Expiration Date			Mar. 17, 2022
June 2020 Placement Agent Tail Fee [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			133,258
Exercise price \| $ / shares			$ 5.2530
Remaining contractual life			2 months 15 days
Expiration Date			Mar. 17, 2022
August 2020 Investor Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			11,216,932
Exercise price \| $ / shares			$ 3.0200
Remaining contractual life			7 months 28 days
Expiration Date			Aug. 28, 2022
August 2020 Placement Agent Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			897,355
Exercise price \| $ / shares			$ 3.9375
Remaining contractual life			7 months 28 days
Expiration Date			Aug. 28, 2022
August 2020 Placement Agent Tail Fee [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			222,222
Exercise price \| $ / shares			$ 3.0200
Remaining contractual life			7 months 28 days
Expiration Date			Aug. 28, 2022
December 2020 Investor Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			13,927,453
Exercise price \| $ / shares			$ 1.7000
Remaining contractual life			11 months 19 days
Expiration Date			Dec. 21, 2022
December 2020 Placement Agent Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			1,769,608
Exercise price \| $ / shares			$ 2.1250
Remaining contractual life			11 months 19 days
Expiration Date			Dec. 21, 2022
December 2020 Placement Agent Tail Fee [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			254,902
Exercise price \| $ / shares			$ 1.7000
Remaining contractual life			11 months 19 days
Expiration Date			Dec. 21, 2022
January 2021 Placement Agent Warrants [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			510,588
Exercise price \| $ / shares			$ 2.1250
Remaining contractual life			1 year 29 days
Expiration Date			January 28, 2023
January 2021 Placement Agent Tail Fee [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			35,000
Exercise price \| $ / shares			$ 1.7000
Remaining contractual life			1 year 29 days
Expiration Date			January 28, 2023
February 2021 Placement Agent Warrants One[Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			284,000
Exercise price \| $ / shares			$ 2.1250
Remaining contractual life			1 year 1 month 13 days
Expiration Date			February 11, 2023
February 2021 Placement Agent Warrants Two[Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			48,000
Exercise price \| $ / shares			$ 2.1250
Remaining contractual life			1 year 1 month 17 days
Expiration Date			February 16, 2023
February 2021 Placement Agent Tail Fee One [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			248,500
Exercise price \| $ / shares			$ 1.7000
Remaining contractual life			1 year 1 month 13 days
Expiration Date			February 11, 2023
February 2021 Placement Agent Tail Fee Two [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			42,000
Exercise price \| $ / shares			$ 1.7000
Remaining contractual life			1 year 10 months 17 days
Expiration Date			February 16, 2023
December 2021 Placement Agent Tail Fee [Member] \| Outstanding Equity Warrants
Warrants [Line Items]
No. outstanding \| shares			4,000
Exercise price \| $ / shares			$ 2.1250
Remaining contractual life			1 year 11 months 26 days
Expiration Date			December 27, 2023

Stockholders' Equity and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands									1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 01, 2021	Dec. 21, 2020	Dec. 17, 2020	Aug. 28, 2020	Aug. 25, 2020	Jun. 19, 2020	Jun. 04, 2020	Apr. 06, 2020	Mar. 31, 2020	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 17, 2020	Mar. 19, 2020	Mar. 06, 2020	May 31, 2018
Warrants [Line Items]
Number of shares per warrant							1.5		1.5
Gross proceeds									$ 4,258
Warrants to purchase shares of common stock							1,374,750			1,942,131
Warrant exercise price												$ 1.70
Warrants converted into shares of common stock										2,913,197
Warrant Exchange for Common Stock (in shares)	510,460						2,062,126					1,221,945
Number of shares issued									6,511,280
Equity offering costs									$ 626
Conversion price														$ 0.525	$ 1.68
Deemed dividend												$ 140
Offerings
Warrants [Line Items]
Gross proceeds						$ 40,000
Warrants to purchase shares of common stock													7,614,700
Warrant exercise price													$ 5.25
Equity offering costs						$ 4,414
Warrants term													21 months
Series E Convertible Preferred Stock
Warrants [Line Items]
Number of shares issued												10,123
Series F Convertible Preferred Stock
Warrants [Line Items]
Number of shares issued												8,996
Preferred stock, par value																$ 0.01
Preferred stock, stated value																100
Conversion price															6.00	$ 6.00
March Exchange Agreement [Member]
Warrants [Line Items]
Aggregate fair value										$ 6,434
June Exchange Agreement [Member]
Warrants [Line Items]
Aggregate fair value							$ 11,755
Purchase agreement
Warrants [Line Items]
Number of shares per warrant			1									754,902
Gross proceeds				$ 35,333				$ 2,806
Warrants to purchase shares of common stock			24,509,806		11,216,932			481,818					7,614,700
Cash fees paid				$ 3,914
Warrant exercise price			$ 1.70		$ 3.02
Number of shares issued			24,509,806		10,407,408			4,139,393
Equity offering costs		$ 5,118						$ 244
Share price			$ 0.01		$ 3.15			$ 0.66					$ 5.253
Offering price per pre-funded warrant								$ 0.63
Proceeds from issuance of warrants		$ 41,667
Warrants term			24 months
Placement Agent Agreement
Warrants [Line Items]
Cash fees paid											$ 2,162
Warrants
Warrants [Line Items]
Exercised									1,900,625
Calm Warrants
Warrants [Line Items]
Warrant exercise price														$ 0.0525	$ 1.68
Pre-funded warrant \| Purchase agreement
Warrants [Line Items]
Number of shares per warrant					1
Warrants to purchase shares of common stock					809,524
Warrant exercise price					$ 0.001
Palladium Warrants
Warrants [Line Items]
Warrants to purchase shares of common stock											325,500
Warrant exercise price											$ 1.70
Palladium Warrants \| Purchase agreement
Warrants [Line Items]
Number of shares per warrant													133,258
Warrants to purchase shares of common stock					222,222
Warrant exercise price					$ 3.02								$ 5.25
Palladium Warrants \| Placement Agent Agreement
Warrants [Line Items]
Warrants to purchase shares of common stock											325,500
Warrant exercise price											$ 1.70
H.C.W. Warrants
Warrants [Line Items]
Warrants to purchase shares of common stock											846,588
Cash fees paid											$ 2,162
Warrant exercise price											$ 2.125
H.C.W. Warrants \| Purchase agreement
Warrants [Line Items]
Number of shares per warrant												1,960,784	609,176
Warrants to purchase shares of common stock					897,355
Warrant exercise price					$ 3.9375							$ 2.13	$ 6.5663
H.C.W. Warrants \| Placement Agent Agreement
Warrants [Line Items]
Warrants to purchase shares of common stock											846,588
Warrant exercise price											$ 2.125
December 2020 Warrants
Warrants [Line Items]
Total of warrants exercised											11,273,529
Gross proceeds											$ 19,245

Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	$ 722	$ 1,768
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	722	1,768
Assets, fair value	722	1,768
Fair Value, Recurring \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	722	1,768
Fair Value, Recurring \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	722	1,768
Assets, fair value	722	1,768
Fair Value, Recurring \| Fair Value, Inputs, Level 2 \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	$ 722	$ 1,768

Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
Stock-based Compensation (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2020
Stockholders Equity [Line Items]
Stock-based compensation expense	$ 2,856	$ 1,328
Repurchase and retirement of common stock	$ 7,825
Weighted average remaining contractual term	8 years 8 months 15 days	9 years 6 months
Aggregate Intrinsic Value of Options Outstanding and Vested	$ 545	$ 0
Stock Compensation Plan
Stockholders Equity [Line Items]
Options, expiry period	10 years
Options, vesting period	1 year
Non-vested Stock Options
Stockholders Equity [Line Items]
Unrecognized stock-based payment cost	$ 2,088	902
Non-Vested RSUs
Stockholders Equity [Line Items]
Unrecognized stock-based payment cost	$ 978	$ 0
XpresTest 2020 Plan [Member] \| RSUs
Stockholders Equity [Line Items]
Common stock repurchased	13
Maximum [Member] \| 2020 Plan [Member]
Stockholders Equity [Line Items]
Number of shares authorized			5,000,000
Maximum [Member] \| 2012 Plan [Member]
Stockholders Equity [Line Items]
Number of shares authorized	840,000
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%

Stock-based Compensation - Variables Used in Estimating Fair Value of Stock Options (Details) - Employee Stock Option [Member]	12 Months Ended
	Dec. 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 [Member]
Stockholders Equity [Line Items]
Share price of the Company's Common Stock on the grant date:	$ 1.19
Exercise price:	1.19
Maximum [Member]
Stockholders Equity [Line Items]
Share price of the Company's Common Stock on the grant date:	1.61
Exercise price:	$ 1.61

Stock-based Compensation - Stock Options and RSU Activity (Details)	12 Months Ended
	Dec. 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, Exercised/Vested \| shares	(8,334)
No. of options, Forfeited \| shares	(183,230)
No. of options, Expired \| shares	(3,750)
No. of options, Outstanding as of December 30, 2021 \| shares	2,826,871
No. of options, Exercisable as of December 30, 2021 \| shares	1,024,694
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, Exercised/Vested	1.53
Weighted average grant date fair value, Forfeited	1.61
Weighted average grant date fair value, Expired	50.8
Weighted average grant date fair value, Balance at December 30, 2021	2.57
Weighted average grant date fair value, Exercisable at December 30, 2021	$ 3.81
RSUs
Stockholders Equity [Line Items]
No. of options, Outstanding as of December 31, 2020 \| shares	0
No. of options, Granted \| shares	1,349,167
No. of options, Exercised/Vested \| shares	(749,167)
No. of options, Forfeited \| shares	0
No. of options, Expired \| shares	0
No. of options, Outstanding as of December 30, 2021 \| shares	600,000
Weighted average grant date fair value, Balance at December 31, 2020	$ 0
Weighted average grant date fair value, Granted	1.58
Weighted average grant date fair value, Exercised/Vested	1.54
Weighted average grant date fair value, Forfeited	0
Weighted average grant date fair value, Expired	0
Weighted average grant date fair value, Balance at December 30, 2021	$ 1.63
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	(148.75)
No. of options, Outstanding as of December 30, 2021 \| shares
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	6,418.40
Weighted average grant date fair value, Balance at December 30, 2021
Minimum [Member]
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 December 31, 2021	1.19
Exercise price range, Exercisable as of December 31, 2021	1.19
Maximum [Member]
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2020	2,460.0
Exercise price range, Granted	1.61
Exercise price range, Outstanding as of December 31, 2021	2,460.0
Exercise price range, Exercisable as of December 31, 2021	$ 2,460.0

Segment Information - Geographical Revenue, Segment Operating Loss and Total Asset Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) segment location	Dec. 31, 2020 USD ($)
Revenue
Total revenue	$ 73,729	$ 8,385
Operating income (loss)
Total operating loss	4,107	(40,104)
Depreciation & Amortization	3,201	5,210
Capital Expenditures	8,671	4,349
Assets
Total long-lived assets	14,497	10,399
Total assets	$ 127,266	103,133
Number of reportable segments \| segment	3
Number of operating segments \| segment	3
Number of locations operated \| location	2
XpresSpa
Revenue
Total revenue	$ 4,614	8,045
Operating income (loss)
Total operating loss	(9,617)	(29,966)
Depreciation & Amortization	1,281	4,608
Capital Expenditures	908	1,619
Assets
Total long-lived assets	8,419	6,081
Total assets	12,351	9,014
XpresTest
Revenue
Total revenue	69,078	80
Operating income (loss)
Total operating loss	25,452	(3,494)
Depreciation & Amortization	1,858	585
Capital Expenditures	1,723	2,726
Assets
Total long-lived assets	2,246	2,148
Total assets	19,349	2,999
Treat
Revenue
Total revenue	37
Operating income (loss)
Total operating loss	(5,735)
Depreciation & Amortization	50
Capital Expenditures	5,904
Assets
Total long-lived assets	2,700
Total assets	5,918
Corporate and Other
Revenue
Total revenue		260
Operating income (loss)
Total operating loss	(5,993)	(6,644)
Depreciation & Amortization	12	17
Capital Expenditures	136	4
Assets
Total long-lived assets	1,132	2,170
Total assets	89,648	91,120
United States
Revenue
Total revenue	71,114	7,051
Assets
Total long-lived assets	9,698	9,019
All other countries
Revenue
Total revenue	2,615	1,334
Assets
Total long-lived assets	$ 4,799	$ 1,380

Related Parties Transactions (Details) - Calms Branded Products [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2018
Revenue from related party	$ 2	$ 11
Series E Convertible Preferred Stock.
Warrants to purchase common stock shares			937,500
Conversion of Convertible Notes into Common Stock and Class A Warrants			$ 2,500

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
-URI http://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section S99
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-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

Accounts Payable, Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounts Payable, Accrued Expenses and Other Current Liabilities
Accounts payable	$ 5,966	$ 2,440
Litigation accrual	845	2,221
Accrued compensation	2,862	287
Tax-related liabilities	603	551
Gift certificates and loyalty reward program liabilities	494	495
Construction Accrual	930	347
Credit card processing fees	501
Other miscellaneous accruals	757	127
Total accounts payable, accrued expenses and other current liabilities	$ 12,958	$ 6,468

Income Taxes - Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes.
Domestic	$ 3,137	$ (91,030)
Foreign	(188)	(1,195)
Total	$ 2,949	$ (92,225)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes - Income Tax Benefit (Expense) Attributable to the Operating Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ 0
State	56	$ 7
Foreign	0	0
Deferred:
Federal	0	0
Total	$ 56	$ 7

Income Taxes - Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes.
Income (loss) from operations before income taxes	$ 2,949	$ (92,225)
Tax rate	21.00%	21.00%
Computed "expected" tax benefit	$ 619	$ (19,367)
State taxes, net of federal income tax benefit	1,516	(2,395)
Change in valuation allowance	(10,946)	12,459
Expiration of Stock Options	4,445
Nondeductible expenses	1,104	10,841
Return to Provision Adjustment	2,403
Other items	915	(1,531)
Income tax expense (benefit)	$ 56	$ 7

Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred income tax assets
Net operating loss carryforwards	$ 48,556	$ 50,446
Stock-based compensation	507	4,765
Intangible assets and other	4,235	9,034
Net deferred income tax assets	53,298	64,245
Less:
Valuation allowance	$ (53,298)	$ (64,245)	$ (51,788)

Income Taxes - Changes to Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Line Items]
Beginning Balance	$ 64,245	$ 51,788
Return to provision true-up and other	(2,403)	473
Ending Balance	53,298	64,245
Continuing Operations [Member]
Income Taxes [Line Items]
Charged to cost and expenses	$ (8,544)	$ 11,984

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Taxes.
Income tax expense	$ 56	$ 7
Operating loss carryforwards	$ 150,926
Expiring period	20 years
Operating loss carry forwards without limitation	$ 56,336

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Commitments and Contingencies (Details)					1 Months Ended	12 Months Ended
Commitments and Contingencies (Details)	May 28, 2021 USD ($)	Dec. 11, 2020 USD ($)	May 26, 2020 USD ($) employee	Mar. 07, 2018 USD ($)	Mar. 31, 2015 employee	Dec. 31, 2021 USD ($) individual	Dec. 31, 2020 USD ($)	Jan. 03, 2020 USD ($)	Mar. 31, 2019 USD ($)
Loss Contingencies [Line Items]
Number of individuals joined the case \| individual						415
Route1 Security Corporation \| Group Mobile Intl, LLC
Loss Contingencies [Line Items]
Noncontrolling interest, ownership percentage by parent				100.00%
Accrued Liabilities
Loss Contingencies [Line Items]
Estimated litigation liability, current						$ 845,000	$ 2,221,000
In re Chen et al
Loss Contingencies [Line Items]
Number of former employees \| employee					4
Notice of FLSA misclassification claim term					3 years
Rodger Jenkins and Gregory Jones Lawsuit
Loss Contingencies [Line Items]
Estimate of possible loss								$ 1,500,000	$ 750,000
Alleged Breaches of a Membership Purchase Agreement
Loss Contingencies [Line Items]
Loss contingency damages sought				$ 567,000
Rodger Jenkins and Gregory Jones
Loss Contingencies [Line Items]
Loss contingency damages sought	$ 750,000	$ 750,000
Loss contingency damages awarded	$ 948,000	600,000
Loss contingency, interest rate	0.04%
Litigation amount denied by court		$ 150,000
Loss contingency litigation						$ 750,000
Kyle Collins
Loss Contingencies [Line Items]
Penalties per employee per pay period			$ 0.1
Number of current and former employees \| employee			240

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Jan. 09, 2022	Jan. 07, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Employee received stock options to purchase shares			8,334
Subsequent event
Subsequent Event [Line Items]
Employee received stock options to purchase shares		1,000,000
Vesting percentage		0.33%
Term of stock options		10 years
Subsequent event \| Equity Inducement Award
Subsequent Event [Line Items]
Granted, exercise price		$ 1.64
Fair value of options granted		$ 1,457
Subsequent event \| GCG Connect LLC [Member]
Subsequent Event [Line Items]
Aggregate initial purchase price	$ 6,612
Business acquisition in cash	$ 5,612
Business acquisition, number of shares	552,487
Business acquisition potential earnout	$ 7,500
Business acquisition value	$ 1,000
Business acquisition, share price	$ 1.81
Business acquisition, additional shares	4,143,647