0001558370-22-008969 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 13, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-34785
Entity Registrant Name	XpresSpa Group, Inc.
Entity Central Index Key	0001410428
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-4988129
Entity Address, Address Line One	254 West 31st Street
Entity Address, Address Line Two	11th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	212
Local Phone Number	309-7549
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	XSPA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		95,360,271
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 82,990	$ 105,506
Accounts receivable	1,924	615
Inventory	2,522	1,763
Other current assets	1,027	1,095
Total current assets	88,463	108,979
Restricted cash	751	751
Property and equipment, net	8,273	6,658
Intangible assets, net	5,205	3,732
Operating lease right of use assets, net	4,245	4,336
Goodwill	4,260
Other assets	2,541	2,810
Total assets	113,738	127,266
Current liabilities
Accounts payable, accrued expenses and other	12,918	12,958
Current portion of operating lease liabilities	2,833	2,736
Deferred revenue	1,464	549
Current portion of promissory note, unsecured	1,433	3,584
Total current liabilities	18,648	19,827
Long-term liabilities
Operating lease liabilities	7,301	7,504
Total liabilities	25,949	27,331
Commitments and contingencies (see Note 13)
Equity
Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 95,071,210 and 101,269,349 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	951	1,013
Additional paid-in capital	478,649	487,306
Accumulated deficit	(399,558)	(395,275)
Accumulated other comprehensive loss	(353)	(312)
Total equity attributable to XpresSpa Group, Inc.	79,689	92,732
Noncontrolling interests	8,100	7,203
Total equity	87,789	99,935
Total liabilities and equity	113,738	127,266
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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	95,071,210	101,269,349
Common stock, outstanding	95,071,210	101,269,349
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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue, net
Total revenue, net	$ 24,048	$ 8,512
Cost of sales
Labor	5,462	1,215
Occupancy	1,068	481
Products and other operating costs	8,517	2,463
Total cost of sales	15,047	4,159
Depreciation and amortization	1,264	744
Impairment/disposal of assets		22
General and administrative	10,188	4,508
Total operating expenses	26,499	9,433
Operating loss	(2,451)	(921)
Interest income, net	7	12
Other non-operating (expense) income, net	(318)	102
Loss before income taxes	(2,762)	(807)
Income tax expense		(1)
Net loss	(2,762)	(808)
Net loss attributable to noncontrolling interests	(1,521)	(248)
Net loss attributable to XpresSpa Group, Inc.	(4,283)	(1,056)
Net loss	(2,762)	(808)
Other comprehensive loss from operations	(41)	(16)
Comprehensive loss	$ (2,803)	$ (824)
Loss per share
Basic loss per share	$ (0.04)	$ (0.01)
Diluted loss per share	$ (0.04)	$ (0.01)
Weighted-average number of shares outstanding during the period
Basic (in shares)	101,601,913	101,058,500
Diluted (in shares)	101,601,913	101,058,500
Managed services fees
Revenue, net
Total revenue, net		$ 8,174
Patient services revenue
Revenue, net
Total revenue, net	$ 19,389
Services
Revenue, net
Total revenue, net	3,777	265
Products
Revenue, net
Total revenue, net	345	65
Other
Revenue, net
Total revenue, net	$ 537	$ 8

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock B3D Note [Member]	Common Stock	Additional paid-in capital B3D Note [Member]	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Total Company equity B3D Note [Member]	Total Company equity	Non-controlling interests	B3D Note [Member]	Total
Balance at Dec. 31, 2020		$ 941		$ 475,709	$ (398,624)	$ (220)		$ 77,806	$ 2,565		$ 80,371
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020		94,058,853
Exercise of Warrants into Common Stock	$ 112		$ 16,895				$ 17,007			$ 17,007
Exercise of Warrants into Common Stock (in shares)	11,223,529
Stock-based compensation				264				264	741		1,005
Net income for the period					(1,056)			(1,056)	248		(808)
Foreign currency translation						(16)		(16)			(16)
Contributions from noncontrolling interests									333		333
Balance at Mar. 31, 2021		$ 1,053		492,868	(399,680)	(236)		94,005	3,887		97,892
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2021		105,282,382
Balance at Dec. 31, 2021		$ 1,013		487,306	(395,275)	(312)		92,732	7,203		$ 99,935
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021		101,269,349									101,269,349
Issuance of Common Stock for acquisition		$ 5		901				906			$ 906
Issuance of Common Stock for acquisition (in shares)		552,487
Vesting of restricted stock units (shares)		391,820
Vesting of restricted stock units (Value)		$ 4		(4)
Value of Shares Withheld to fund payroll taxes				(73)				(73)			(73)
Payment of withholding taxes on RSUs											73
Stock-based compensation				1,543				1,543			1,543
Net income for the period					(4,283)			(4,283)	1,521		(2,762)
Foreign currency translation						(41)		(41)			(41)
Contributions from noncontrolling interests									200		200
Repurchase and retirement of common stock		$ (71)		(11,024)				(11,095)			(11,095)
Repurchase and retirement of common stock (in shares)		(7,142,446)
Distributions to noncontrolling interests									(824)		(824)
Balance at Mar. 31, 2022		$ 951		$ 478,649	$ (399,558)	$ (353)		$ 79,689	$ 8,100		$ 87,789
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2022		95,071,210									95,071,210

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (2,762)	$ (808)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,264	744
Impairment/disposal of assets		22
Amortization of operating lease right of use asset	398	224
Stock-based compensation	1,543	1,005
Loss (gain) on equity investment	273	(99)
Changes in assets and liabilities:
Increase in inventory	(759)	(508)
Increase in accounts receivable	(906)	(3,019)
Increase in deferred revenue	192
Other assets, current and non-current	82	91
Other liabilities, current and non-current	(1,612)	(825)
Decrease in accounts payable	513	(325)
Net cash used in operating activities	(1,774)	(3,498)
Cash flows from investing activities
Acquisition of property and equipment	(1,659)	(986)
Acquisition of HyperPointe net of cash assumed	(4,853)
Acquisition of software	(267)
Net cash used in investing activities	(6,779)	(986)
Cash flows from financing activities
Warrant exercises, net of costs		17,007
Repurchase of Common Stocks	(11,095)
Contributions from noncontrolling interests	200	333
Payments for shares withheld on vesting	(73)
Repayment of Paycheck Protection Program	(2,151)
Distributions to noncontrolling interests	(824)
Net cash (used in) provided by financing activities	(13,943)	17,340
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(20)	(8)
(Decrease)/ Increase in cash, cash equivalents and restricted cash	(22,516)	12,848
Cash, cash equivalents, and restricted cash at beginning of the period	106,257	90,502
Cash, cash equivalents, and restricted cash at end of the period	83,741	$ 103,350
Cash paid for
Interest	7
Non-cash investing and financing transactions
Capital expenditures included in Accounts payable, accrued expenses and other	765
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe	$ 906

General

3 Months Ended

Mar. 31, 2022

General

General

Note 1. General

Overview

XpresSpa Group, Inc. (“XpresSpa Group” or the “Company”) is a leading global travel health and wellness services holding company. XpresSpa Group currently has four reportable operating segments: XpresSpa^®, XpresTest^®, Treat^™, and HyperPointe which was acquired in January 2022.

XpresSpa Group’s subsidiary, XpresSpa Holdings, LLC (“XpresSpa”) has been a global airport retailer of spa services through its XpresSpa spa locations, offering travelers premium spa services, including massage, nail and skin care, as well as spa and travel products (“XpresSpa”).

Through XpresSpa Group’s XpresTest, Inc. subsidiary (“XpresTest”), the company launched XpresCheck Wellness Centers, also in airports. XpresCheck offers COVID-19 and other medical diagnostic testing services to the traveling public, as well as airline, airport and concessionaire employees, and TSA and U.S. Customs and Border Protection agents. XpresTest has entered into managed services agreements (“MSAs”) with professional medical services companies that provide health care services to patients. The medical services companies pay XpresTest a monthly fee to operate in the XpresCheck Wellness Centers. Under the terms of the MSAs, XpresTest 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 sufficient capital at risk, and the Company having a variable interest and a primary beneficiary in the PLLCs.

The third segment is Treat, which is operating through XpresSpa Group’s subsidiary Treat, Inc. (“Treat”). Treat is a travel health and wellness brand that provides access to health and wellness services for travelers at on-site centers (currently located in JFK International Airport and Phoenix Sky Harbor International Airport and opening later this year in Salt Lake City International Airport).

The Company’s HyperPointe segment, which the Company acquired in January 2022 (see Note 7. Acquisition of HyperPointe), provides a broad range of service and support options for our customers, including technical support services and advanced services.

Basis of Presentation and Principles of Consolidation

The unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8-03 of Regulation S-X, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as amended. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited annual financial statements but does not include all information required by GAAP for annual financial statements. The financial statements include the accounts of the Company, all entities that are wholly owned by the Company, and all entities in which the Company has a controlling financial interest as well as variable interest entities in which we are the primary beneficiaries. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company. Such adjustments are of a normal, recurring nature. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation.

Recent Developments

XpresCheck Wellness Centers

XpresCheck’s business has MSAs 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, 2021:

●

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, we 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 $1,396 and $1,368 of the full $5,534 amount was recognized during the first quarter of 2022 and the fourth quarter of 2021, respectively. The Company anticipates that the remaining $2,770 of the full $5,534 amount will be realized in the second and third quarters of 2022.

XpresSpa

There are currently nineteen operating XpresSpa domestic locations (including two franchise location in Austin-Bergstrom International Airport) and the Company expects to re-open four additional domestic locations in the near-term. A significant number 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) improving labor productivity. Additionally, XpresSpa implemented a price increase in mid-October 2021 in its efforts to return to profitability. As passenger airport volumes improve, the Company will continue to review operating hours to optimize revenue opportunity.

During the fourth quarter of 2021, 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 the Company provides. 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.

The Company also has 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 also signed for an additional five locations at Istanbul Airport and expects to open the first store during the summer of 2022.

Treat

Treat is the Company’s new travel, health and wellness brand transforming the way we access 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 in Phoenix Sky Harbor International Airport and opening later this year in Salt Lake City International Airport) provide access to health and wellness services for travelers. The Treat 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 the Company’s on-site locations. The information on the Treat website is not incorporated by reference into this Quarterly Report on Form 10-Q and does not constitute a part of this Form 10-Q.

HyperPointe Acquisition

In January 2022, the Company announced and closed on the acquisition of gcg Connect, LLC d/b/a HyperPointe.

The purchase price in the transaction consisted of $7,121 in cash and $906 in common stock, offset by the settlement of intercompany accounts payable of $770 as well as potential additional earn-out payments of up to $7,500 over a three-year timeframe based upon future performance; these earn-out payments may be satisfied in cash or common stock or a combination thereof subject to various terms and conditions. As of the acquisition date, and as of March 31, 2022, the Company believes that the fair value of the potential earnout payment is $0.

HyperPointe currently operates as a new operating segment within the XpresSpa Group. The chief executive officer of HyperPointe before the Company’s acquisition, continues to serve as the chief executive officer of HyperPointe, as well as serving as the chief executive officer of XpresCheck. See Note 7. Acquisition of HyperPointe for related discussion.

Liquidity and Financial Condition

As of March 31, 2022, the Company had cash and cash equivalents, excluding restricted cash, of $82,990, total current assets of $88,463, total current liabilities of $18,648 and positive working capital of $69,815, compared to a positive working capital of $89,152 as of December 31, 2021.

Significant Accounting and Reporting Policies

3 Months Ended

Mar. 31, 2022

Significant Accounting and Reporting Policies

Significant Accounting and Reporting Policies

Note 2. Significant Accounting and Reporting Policies

(a) Revenue Recognition Policy

XpresSpa

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

The Company has a franchise agreement with an unaffiliated franchisee to operate two XpresSpa locations. 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 its XpresSpa. 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 Professional Limited Liability Companies (“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.

Effective, July 1, 2021 (see Note 8. Variable Interest Entities), 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 the PLLCs are 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.

Treat

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

HyperPointe

Our HyperPointe segment which we acquired in January 2022 (see Note 7 Acquisition of HyperPointe) provides broad range of service and support options for our customers, including technical support services and advanced services. Technical support services represent the majority of these offerings which are distinct performance obligations that are satisfied over time with revenue recognized ratably over the contract term. Advanced services are distinct performance obligations that are satisfied over time with revenue recognized as services are delivered. Revenue billed in advance are treated as deferred revenue which was $544 as of March 31, 2022. HyperPointe had unbilled receivables of $136 included in Accounts Receivable.

The Company excludes all sales taxes assessed to our customers from revenue. Sales taxes assessed on revenues are included in Accounts payable, accrued expenses and other on the Company’s condensed consolidated balance sheets until remitted to state agencies.

(b) 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.

The Company applies the provisions of ASC Topic 805, Business Combinations (“ASC 805”) in the accounting for acquisitions of businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts.

While the company uses its best estimates and assumptions to accurately apply preliminary values to assets acquired and liabilities assumed at the acquisition date, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations.

Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets. Although the Company believes the assumptions and estimates that have been made are reasonable and appropriate, they are based in part on historical experience and information obtained from the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets the Company has acquired include future expected cash flows, and discount rates.

(d) Goodwill

The Company accounts for goodwill under ASC 350-30, Intangibles-Goodwill and Other. Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company performs a quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, goodwill of the reporting unit is considered impaired, and that excess is recognized as a goodwill impairment loss.

Recently adopted 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 adopted ASU 2020-06 as of the reporting period beginning January 1, 2022. The adoption of this update did not have a material impact on the Company’s condensed 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 adopted ASU 2021-04 as of the reporting period beginning January 1, 2022. The adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements.

Potentially Dilutive Securities

3 Months Ended

Mar. 31, 2022

Potentially Dilutive Securities

Potentially Dilutive Securities

Note 3. Potentially Dilutive Securities

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


	Three months ended
	March 31,
	2022		2021
Basic and diluted numerator:
Net loss attributable to common shareholders	$	(4,283)	$	(1,056)
Basic and diluted denominator:
Basic and dliuted weighted average shares outstanding		101,601,913		101,058,500
Basic and diluted loss per share	$	(0.04)	$	(0.01)

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		4,062,699		3,022,185
Unvested RSUs to issue an equal number of shares of Common Stock		367,189		105,125
Warrants to purchase an equal number of shares of Common Stock		29,460,560		37,988,940
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders		33,890,448		41,116,250

Cash, Cash Equivalents, and Restricted Cash

3 Months Ended

Mar. 31, 2022

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

Note 4. Cash, Cash Equivalents, and Restricted Cash

A reconciliation of the Company’s cash and cash equivalents in the Condensed Consolidated Balance Sheets to cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows as of March 31, 2022 and December 31, 2021 is as follows:


	March 31, 2022		December 31, 2021
Cash denominated in United States dollars	$	80,096	$	102,560
Cash denominated in currency other than United States dollars		2,624		2,133
Restricted cash		751		751
Credit and debit card receivables		270		813
Total cash, cash equivalents and restricted cash	$	83,741	$	106,257

The Company places its cash and temporary cash investments with credit quality institutions. At times, such cash denominated in United States dollars may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. At March 31, 2022 and December 31, 2021, deposits in excess of FDIC limits were $78,917 and $103,339, respectively. As of March 31, 2022 and December 31, 2021, the Company held cash balances in overseas accounts, totaling $2,624 and $2,113 respectively, which are not insured by the FDIC. If the Company were to distribute the amounts held overseas, the Company would need to follow an approval and distribution process as defined in its operating and partnership agreements, which may delay and/or reduce the availability of that cash to the Company.

Intangible Assets

3 Months Ended

Mar. 31, 2022

Intangible Assets

Intangible Assets

Note 5. Intangible Assets

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


	March 31, 2022						December 31, 2021
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade names	$	1,605	$	(1,178)	$	427	$	1,339	$	(1,118)	$	221
Customer Relationships		1,338		(355)		983		—		—		—
Software		4,460		(769)		3,691		3,886		(484)		3,402
Licenses		116		(12)		104		116		(7)		109
Total intangible assets	$	7,519	$	(2,314)	$	5,205	$	5,341	$	(1,609)	$	3,732

The Company’s trade name relates to the value of the XpresSpa and HyperPointe trade names, software relates to certain capitalized third-party costs related to a website and a point-of-sale system as well as software assumed on our acquisition of HyperPointe; and licenses relates to certain capitalized costs of foreign acquisitions. Customer relationships were assumed on our acquisition of HyperPointe.

The Company’s intangible assets are amortized over their expected useful lives. The Company recorded amortization expense of $393 and $99 during the three months ended March 31, 2022 and 2021.

Based on the intangible assets balance as of March 31, 2022, the estimated amortization expense for the remainder of the calendar year and each of the succeeding calendar years is as follows:


Calendar Years ending December 31,	Amount
Remaining 2022	$	1,383
2023		1,509
2024		1,404
2025		345
2026		283
Thereafter		281
Total	$	5,205

Leases

3 Months Ended

Mar. 31, 2022

Leases

Leases

Note 6. Leases

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

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

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

The Company has received rent concessions from landlords on a majority of its leases, allowing for the relief of minimum guaranteed payments in exchange for percentage-of-revenue rent or providing relief from rent through payment deferrals. Currently, the period of relief from these payments range from three to thirty one months and began in March 2020. The Company received minimum guaranteed payment concession of approximately $321 in the three months ended March 31, 2022 and $472 in the three months ended March 31, 2021. The Company expects to realize additional rent concessions while some of its spas remain closed.

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

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

Supplemental cash flow information related to leases for the three months ended March 31, 2022 and 2021 were as follows:


	Three months ended March 31,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(1,010)	$	(1,073)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	305	$	325
Leased assets surrendered in exchange for termination of operating lease liabilities	$	—	$	9

As of March 31, 2022, operating leases contain the following future minimum commitments:


Calendar Years ending December 31,	Amount
Remaining 2022	$	2,746
2023		2,890
2024		2,150
2025		1,572
2026		764
Thereafter		1,074
Total future lease payments		11,196
Less: interest expense at incremental borrowing rate		(1,062)
Net present value of lease liabilities	$	10,134

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


Weighted average remaining lease term:	4.05	years
Weighted average discount rate used to determine present value of operating lease liability:	10.0	%

Cash paid for minimum annual rental obligations was $271 and $150 for the three months ended March 31, 2022 and 2021, respectively.

Variable lease payments calculated monthly as a percentage of product and services revenue were $364 and $97 for the three months ended March 31, 2022 and 2021, respectively.

Acquisition of HyperPointe

3 Months Ended

Mar. 31, 2022

Acquisition of HyperPointe

Acquisition of HyperPointe

Note 7. Acquisition of HyperPointe

On January 14, 2022, the Company acquired 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 $7,257, which consisted of (i) $7,121 in cash offset by settlement of intercompany payable of $770, 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 $906 based upon a closing reference price of $1.64 as contemplated by the acquisition agreement.

XpresSpa Group also agreed pursuant to an earnout provision to issue up to an additional $7,500 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 (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 the previous Chief Executive Officer of 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.

The Company has recognized the assets and liabilities based on the acquisition date fair values. The acquisition did not result in the creation of any contingent consideration as of the Acquisition date and as of March 31, 2022.

Determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment.

The fair value of intangible assets other than Goodwill was determined primarily using income approaches. This included estimated multi-period excess earnings valuation method for Customer relationships and the relief-from-royalty valuation.

The adjustments set forth in the following condensed unaudited consolidated Balance Sheet reflect the effect of the consummation of the acquisition:


Consideration paid	$	7,257

Fair value of assets acquired and liabilities assumed

Cash and cash equivalents	$	2,269
Accounts receivable		346
Unbilled Receivables		56
Prepaid expenses and other current assets		19
Other long-term assets		16
Property and equipment		68
Customer relationships		1,026
Trade name		266
Software		307

Accounts payable		(653)
Deferred revenue		(723)
		2,997
Goodwill	$	4,260

Variable Interest Entities

3 Months Ended

Mar. 31, 2022

Variable Interest Entities

Variable Interest Entities

Note 8. 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 $973, included in Cash and Cash Equivalents, and $394, included in Accounts payable, accrued expenses and other, respectively, as of March 31, 2022. The total revenue included on the consolidated statements of operations and comprehensive income (loss) for the PLLCs after elimination of intercompany transactions was $19,389 for the three months ended March 31, 2022.

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure Abstract

Debt

Note 9. Debt

Total Debt as of March 31, 2022 and December 31, 2021 is comprised of the following:


	March 31, 2022		December 31, 2021
Promissory note, unsecured (Current)		1,433		3,584
Total debt	$	1,433	$	3,584

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 PPP loan was paid off on the maturity date of 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 both March 31, 2022 and December 31, 2021, $4 has been accrued and is included in Accounts payable, accrued expenses and other in the condensed consolidated balance sheet.

- 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

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+ Details

Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Stockholders' Equity

Stockholders' Equity

Note 10. Stockholders’ Equity

During the three months ended March 31, 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 three months ended March 31, 2022.


		Exercise
	No. of Warrants	price range
December 31, 2021	37,817,694	$	0.525 - 6.566
Granted	—	$
Exercised	—	$
Expired	(8,357,134)	$	5.25-6.566
March 31, 2022	29,460,560	$	1.7 - 3.9375

Stock-based Compensation

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

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

In September 2020, the Company’s XpresTest subsidiary created a stock-based compensation plan available to grant stock options, restricted stock and RSU’s to the subsidiary’s directors, employees and consultants. Under the XpresTest 2020 Equity Incentive Plan (the “XpresTest Plan”), a maximum of 200 shares of XpresTest Common Stock may be awarded, which would represent 20% of the total number of shares of common stock of XpresTest as of March 31, 2022. 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 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:	$	1.28 - 1.64
Exercise price:	$	1.28 - 1.64
Expected volatility:		123.45	%
Expected dividend yield:		0	%
Annual average risk-free rate:		1.62 - 1.71	%
Expected term:		6.43	years

Total following table sets forth the Company’s Equity Incentive activities for the three months ended March 31, 2022:


	RSUs			Stock options
		Weighted			Weighted
		average			average		Exercise
	No. of	grant date		No. of	exercise		price
	RSUs	fair value		options	price		range
Outstanding as of December 31, 2021	600,000	$	1.63	2,826,871	$	2.57	$	1.19 - 2,460.0
Granted	156,250		1.28	1,294,375		1.56		1.28 - 1.64
Exercised/Vested	(389,061)		1.59	—		—
Forfeited	—		—	(56,880)		1.90
Expired	—		—	(1,667)		1.53
Outstanding as of March 31, 2022	367,189	$	1.52	4,062,699	$	2.26	$	1.19 - 2,460.0
Exercisable as of March 31, 2022				1,829,142	$	2.90	$	1.19 - 2,460.0

Total stock-based compensation for the three-month periods ended March 31, 2022 and 2021 is $1,543 and $1,005, respectively.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Measurements

Fair Value Measurements

Note 11. Fair Value Measurements

Fair value measurements are determined based on assumptions that a market participant would use in pricing an asset or a liability. A three-tiered hierarchy distinguishes between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3).The following table presents the placement in the fair value hierarchy measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021:


			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
As of March 31, 2022:
Recurring fair value measurements
Equity securities:
Route1, Inc.	$	449	$	—	$	449	$	—
Total equity securities		449		—		449		—
Total recurring fair value measurements	$	449	$	—	$	449	$	—

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

Equity securities pertain to common shares in Route1, Inc. obtained in the 2018 sale of Group Mobile to Route 1, Inc. As of March 31, 2022 the Company owns 3,855,443 common shares of Route 1. For the three months ended March 31, 2022 and 2021, we recorded an unrealized (loss) gain of of $(273) and $99, respectively, in connection with the remeasurement of the common shares of Route 1, Inc.

In addition to the above, the Company’s financial instruments as of March 31, 2022 and December 31, 2021 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

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Taxes.

Income Taxes

Note 12. Income Taxes

The Company’s provision for income taxes consists of federal, state, local, and foreign taxes in amounts necessary to align the Company’s year-to-date provision for income taxes with the effective tax rate that the Company expects to achieve for the full year. The income tax provision for the three-month period ended March 31, 2022 reflects a de minimis estimated global annual effective tax rate.

As of March 31, 2022, deferred tax assets generated from the Company’s activities in the United States were offset by a valuation allowance because realization depends on generating future taxable income, which, in the Company’s estimation, is not more likely than not to be generated before such net operating loss carryforwards expire. Net operating losses generated for tax years beginning after December 31, 2017 do not expire. The Company expects its effective tax rate for its current fiscal year to be significantly lower than the statutory rate as a result of a full valuation allowance; therefore, any loss before income taxes does not generate a corresponding income tax benefit.

The Company had de minimis income tax expense for the three-month period ended March 31, 2022. This was attributable primarily to operating results in conjunction with a full valuation allowance. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual tax rate could differ from current estimates. The Company does not expect to record any additional material provisions for unrecognized tax benefits in the next year.

- 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
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

Note 13. 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 both as of March 31, 2022 and December 31, 2021, which is included in Accounts payable, accrued expenses and other current liabilities in the condensed consolidated balance sheets.

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

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.

OTG Management PHL B v. XpresSpa Philadelphia Terminal B et al.

On May 9, 2022, a lawsuit was filed in the Philadelphia Court of Common Pleas by OTG Management at Philadelphia International Airport, claiming that XpresSpa improperly backed out of its sublease for space at Terminal B and now owes

between $864 and $2,250 in accelerated rent for the 12-year contract. They claim that by refusing to complete the project, failing to commence and maintain operations, refusing to pay rent and improperly purporting to terminate the lease (among other acts and omissions), XpresSpa breached the lease. The Company has not been formally served with this complaint.

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.

Segment Information

3 Months Ended

Mar. 31, 2022

Segment Information

Segment Information

Note 14. Segment Information

As a result of the Company’s transition to a pure-play health and wellness services company, the Company currently has four reportable operating segments: XpresSpa, XpresTest, Treat and HyperPointe segment which we acquired in January 2022. The Company analyzes the results of the Company’s business through the four reportable segments. 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. HyperPointe, which we acquired in January 2022, currently operates as a new operating segment within the XpresSpa Group. HyperPointe provides a broad range of service and support options for our customers, including technical support services and advanced services.

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


	For the three months ended
	March 31,
	2022		2021
Revenue
XpresSpa	$	2,643	$	333
XpresTest		20,596		8,179
Treat		286		—
HyperPointe		523		—
Corporate and other		—		—
Total revenue	$	24,048	$	8,512


Operating loss
XpresSpa	$	(4,455)	$	(1,567)
XpresTest		6,205		2,177
Treat		(1,296)		—
HyperPointe		(277)		—
Corporate and other		(2,628)		(1,531)
Total operating loss	$	(2,451)	$	(921)


Depreciation & Amortization
XpresSpa	$	343	$	4,608
XpresTest		529		585
Treat		325		—
HyperPointe		62		—
Corporate and other		5		17
Total Depreciation & Amortization	$	1,264	$	744


	2022		2021
Capital Expenditures
XpresSpa	$	49	$	29
XpresTest		563		823
Treat		2,032		67
HyperPointe		—		—
Corporate and other		21		45
Total Capital Expenditures	$	2,665	$	964




	2022		2021
Long-lived Assets
XpresSpa	$	8,122		5,966
XpresTest		2,223		2,890
Treat		4,377		—
HyperPointe		196		—
Corporate and other		834		2,300
Total Long-lived Assets	$	15,752	$	11,156



	2022		2021
Assets
XpresSpa	$	15,723	$	9,047
XpresTest		14,604		7,083
Treat		8,027		—
HyperPointe		8,575		—
Corporate and other		66,809		103,690
Total assets	$	113,738	$	119,820

- 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
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+ Details

Significant Accounting and Reporting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Significant Accounting and Reporting Policies
Revenue Recognition Policy	(a) Revenue Recognition Policy XpresSpa The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at the Company’s stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped. The Company has a franchise agreement with an unaffiliated franchisee to operate two XpresSpa locations. 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 its XpresSpa. 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 Professional Limited Liability Companies (“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. Effective, July 1, 2021 (see Note 8. Variable Interest Entities), 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 the PLLCs are 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. Treat The Company recognizes revenue from the sale of Treat products and services when the services are rendered at Treat Centers and from the sale of products at the time products are purchased at the Treat Centers or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-centers and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the Treat retail and e-commerce businesses are recorded at the time goods are shipped. HyperPointe Our HyperPointe segment which we acquired in January 2022 (see Note 7 Acquisition of HyperPointe) provides broad range of service and support options for our customers, including technical support services and advanced services. Technical support services represent the majority of these offerings which are distinct performance obligations that are satisfied over time with revenue recognized ratably over the contract term. Advanced services are distinct performance obligations that are satisfied over time with revenue recognized as services are delivered. Revenue billed in advance are treated as deferred revenue which was $544 as of March 31, 2022. HyperPointe had unbilled receivables of $136 included in Accounts Receivable. The Company excludes all sales taxes assessed to our customers from revenue. Sales taxes assessed on revenues are included in Accounts payable, accrued expenses and other on the Company’s condensed consolidated balance sheets until remitted to state agencies.
Variable Interest Entities	(b) 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.
Business Combinations	(c) Business Combinations The Company applies the provisions of ASC Topic 805, Business Combinations (“ASC 805”) in the accounting for acquisitions of businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. While the company uses its best estimates and assumptions to accurately apply preliminary values to assets acquired and liabilities assumed at the acquisition date, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets. Although the Company believes the assumptions and estimates that have been made are reasonable and appropriate, they are based in part on historical experience and information obtained from the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets the Company has acquired include future expected cash flows, and discount rates.
Goodwill	(d) Goodwill The Company accounts for goodwill under ASC 350-30, Intangibles-Goodwill and Other. Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company performs a quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, goodwill of the reporting unit is considered impaired, and that excess is recognized as a goodwill impairment loss.
Recently adopted accounting pronouncements	Recently adopted 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 adopted ASU 2020-06 as of the reporting period beginning January 1, 2022. The adoption of this update did not have a material impact on the Company’s condensed 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 adopted ASU 2021-04 as of the reporting period beginning January 1, 2022. The adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements.

Potentially Dilutive Securities (Tables)

3 Months Ended

Mar. 31, 2022

Potentially Dilutive Securities

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


	Three months ended
	March 31,
	2022		2021
Basic and diluted numerator:
Net loss attributable to common shareholders	$	(4,283)	$	(1,056)
Basic and diluted denominator:
Basic and dliuted weighted average shares outstanding		101,601,913		101,058,500
Basic and diluted loss per share	$	(0.04)	$	(0.01)

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		4,062,699		3,022,185
Unvested RSUs to issue an equal number of shares of Common Stock		367,189		105,125
Warrants to purchase an equal number of shares of Common Stock		29,460,560		37,988,940
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders		33,890,448		41,116,250

Cash, Cash Equivalents, and Restricted Cash (Tables)

3 Months Ended

Mar. 31, 2022

Cash, Cash Equivalents, and Restricted Cash

Schedule of cash, cash equivalents, and restricted cash


	March 31, 2022		December 31, 2021
Cash denominated in United States dollars	$	80,096	$	102,560
Cash denominated in currency other than United States dollars		2,624		2,133
Restricted cash		751		751
Credit and debit card receivables		270		813
Total cash, cash equivalents and restricted cash	$	83,741	$	106,257

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Intangible Assets

Schedule of company's intangible assets


	March 31, 2022						December 31, 2021
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade names	$	1,605	$	(1,178)	$	427	$	1,339	$	(1,118)	$	221
Customer Relationships		1,338		(355)		983		—		—		—
Software		4,460		(769)		3,691		3,886		(484)		3,402
Licenses		116		(12)		104		116		(7)		109
Total intangible assets	$	7,519	$	(2,314)	$	5,205	$	5,341	$	(1,609)	$	3,732

Schedule of estimated amortization expense


Calendar Years ending December 31,	Amount
Remaining 2022	$	1,383
2023		1,509
2024		1,404
2025		345
2026		283
Thereafter		281
Total	$	5,205

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases

Schedule of supplemental cash flow information related to leases


	Three months ended March 31,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(1,010)	$	(1,073)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	305	$	325
Leased assets surrendered in exchange for termination of operating lease liabilities	$	—	$	9

Schedule of future minimum commitments


Calendar Years ending December 31,	Amount
Remaining 2022	$	2,746
2023		2,890
2024		2,150
2025		1,572
2026		764
Thereafter		1,074
Total future lease payments		11,196
Less: interest expense at incremental borrowing rate		(1,062)
Net present value of lease liabilities	$	10,134

Schedule of other assumptions and pertinent information


Weighted average remaining lease term:	4.05	years
Weighted average discount rate used to determine present value of operating lease liability:	10.0	%

Acquisition of HyperPointe (Tables)

3 Months Ended

Mar. 31, 2022

Acquisition of HyperPointe

Schedule of recognized identified assets acquired and liabilities assumed


Consideration paid	$	7,257

Fair value of assets acquired and liabilities assumed

Cash and cash equivalents	$	2,269
Accounts receivable		346
Unbilled Receivables		56
Prepaid expenses and other current assets		19
Other long-term assets		16
Property and equipment		68
Customer relationships		1,026
Trade name		266
Software		307

Accounts payable		(653)
Deferred revenue		(723)
		2,997
Goodwill	$	4,260

Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure Abstract

Schedule of total debt


	March 31, 2022		December 31, 2021
Promissory note, unsecured (Current)		1,433		3,584
Total debt	$	1,433	$	3,584

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2022

Stockholders' Equity

Schedule of information about all warrant activity


		Exercise
	No. of Warrants	price range
December 31, 2021	37,817,694	$	0.525 - 6.566
Granted	—	$
Exercised	—	$
Expired	(8,357,134)	$	5.25-6.566
March 31, 2022	29,460,560	$	1.7 - 3.9375

Schedule of fair value of stock options estimated


Share price of the Company’s Common Stock on the grant date:	$	1.28 - 1.64
Exercise price:	$	1.28 - 1.64
Expected volatility:		123.45	%
Expected dividend yield:		0	%
Annual average risk-free rate:		1.62 - 1.71	%
Expected term:		6.43	years

Stock options and restricted stock units activity


	RSUs			Stock options
		Weighted			Weighted
		average			average		Exercise
	No. of	grant date		No. of	exercise		price
	RSUs	fair value		options	price		range
Outstanding as of December 31, 2021	600,000	$	1.63	2,826,871	$	2.57	$	1.19 - 2,460.0
Granted	156,250		1.28	1,294,375		1.56		1.28 - 1.64
Exercised/Vested	(389,061)		1.59	—		—
Forfeited	—		—	(56,880)		1.90
Expired	—		—	(1,667)		1.53
Outstanding as of March 31, 2022	367,189	$	1.52	4,062,699	$	2.26	$	1.19 - 2,460.0
Exercisable as of March 31, 2022				1,829,142	$	2.90	$	1.19 - 2,460.0

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Measurements

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


			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
As of March 31, 2022:
Recurring fair value measurements
Equity securities:
Route1, Inc.	$	449	$	—	$	449	$	—
Total equity securities		449		—		449		—
Total recurring fair value measurements	$	449	$	—	$	449	$	—

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

Segment Information (Tables)

3 Months Ended

Mar. 31, 2022

Segment Information

Schedule of segment reporting information, by segment


	For the three months ended
	March 31,
	2022		2021
Revenue
XpresSpa	$	2,643	$	333
XpresTest		20,596		8,179
Treat		286		—
HyperPointe		523		—
Corporate and other		—		—
Total revenue	$	24,048	$	8,512


Operating loss
XpresSpa	$	(4,455)	$	(1,567)
XpresTest		6,205		2,177
Treat		(1,296)		—
HyperPointe		(277)		—
Corporate and other		(2,628)		(1,531)
Total operating loss	$	(2,451)	$	(921)


Depreciation & Amortization
XpresSpa	$	343	$	4,608
XpresTest		529		585
Treat		325		—
HyperPointe		62		—
Corporate and other		5		17
Total Depreciation & Amortization	$	1,264	$	744


	2022		2021
Capital Expenditures
XpresSpa	$	49	$	29
XpresTest		563		823
Treat		2,032		67
HyperPointe		—		—
Corporate and other		21		45
Total Capital Expenditures	$	2,665	$	964




	2022		2021
Long-lived Assets
XpresSpa	$	8,122		5,966
XpresTest		2,223		2,890
Treat		4,377		—
HyperPointe		196		—
Corporate and other		834		2,300
Total Long-lived Assets	$	15,752	$	11,156



	2022		2021
Assets
XpresSpa	$	15,723	$	9,047
XpresTest		14,604		7,083
Treat		8,027		—
HyperPointe		8,575		—
Corporate and other		66,809		103,690
Total assets	$	113,738	$	119,820

General (Details)		1 Months Ended		3 Months Ended			6 Months Ended	12 Months Ended
General (Details)	Jan. 14, 2022 USD ($)	Mar. 31, 2022 USD ($) item location	Feb. 28, 2022 item	Mar. 31, 2022 USD ($) segment item location $ / shares shares	Dec. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 31, 2022 USD ($)
Number of operating segments \| segment				4
Revenue contract amount								$ 2,001,000
Recognized revenue		$ 1,464,000		$ 1,464,000	$ 549,000			549,000
Lease concessions				321,000		$ 472,000
Repurchase and retirement of common stock				11,095,000
Cash and cash equivalents		82,990,000		82,990,000	105,506,000			105,506,000
Total current assets		88,463,000		88,463,000	108,979,000			108,979,000
Total current liabilities		18,648,000		18,648,000	19,827,000			19,827,000
Working capital		$ 69,815,000		69,815,000	89,152,000			$ 89,152,000
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe				$ 906,000
United States
Number of location reopenings planned \| location				4
Minimum [Member]
Rent concession period				3 months
Maximum [Member]
Rent concession period				31 months
XpresSpa
Number of hours worked per day during post-pandemic time		8		8
Number of hours worked pre-pandemic time		16		16
XpresSpa \| United States
Number of operating locations \| location		19		19
XpresSpa \| Non-US
Number of airport locations \| location		6		6
XpresTest
Number of operating locations \| location		15		15
Number of airports \| item		12		12
Share Repurchase Program
Repurchase and retirement of common stock				$ 11,095,000
Repurchase price \| $ / shares				$ 1.55
Repurchase and retirement of common stock (in shares) \| shares				7,142,446
HyperPointe
Payments to acquire business	$ 7,121,000
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe	906,000
Settlement of intercompany accounts payable	770,000
Fair value of potential earnout	$ 0	$ 0		$ 0
Timeframe within which potential additional earnout payments to be made for Business acquisition	3 years
HyperPointe \| Maximum [Member]
Business acquisition, potential additional earnout payments	$ 7,500,000
Denver International Airport
Number of separate testing rooms \| item			6
Orlando International Airport
Number of separate testing rooms \| item		5
Austin-Bergstrom International Airport \| XpresSpa \| United States
Number of operating locations \| location		2		2
Dubai International Airport \| Non-US
Number of operating locations \| location		3		3
Schiphol Amsterdam Airport \| Non-US
Number of operating locations \| location		3		3
Istanbul Airport
Number of location reopenings planned \| location				5
Subsequent event
Recognized revenue							$ 2,770,000
Centers for Disease Control and Prevention [Member]
Unrecognized revenue									$ 5,534,000
Revenue recognized				$ 1,396,000	$ 1,368,000

Significant Accounting and Reporting Policies - Additional Information (Details) - HyperPointe segment $ in Thousands	Mar. 31, 2022 USD ($)
Accounts Receivable
Unbilled receivables	$ 136
HyperPointe
Deferred revenue	$ 544

Potentially Dilutive Securities (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share Disclosure
Net loss attributable to common shareholders	$ (4,283)	$ (1,056)
Basic weighted average shares outstanding	101,601,913	101,058,500
Diluted weighted average shares outstanding	101,601,913	101,058,500
Basic loss per share	$ (0.04)	$ (0.01)
Diluted loss per share	$ (0.04)	$ (0.01)
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	33,890,448	41,116,250
Both vested and unvested options to purchase an equal number of shares of Common Stock
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	4,062,699	3,022,185
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	367,189	105,125
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	29,460,560	37,988,940

Cash, Cash Equivalents, and Restricted Cash - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Cash, Cash Equivalents, and Restricted Cash
Cash denominated in United States dollars	$ 80,096	$ 102,560
Cash denominated in currency other than United States dollars	2,624	2,133
Restricted cash	751	751
Credit and debit card receivables	270	813
Total cash, cash equivalents and restricted cash	$ 83,741	$ 106,257	$ 103,350	$ 90,502

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Cash, Cash Equivalents, and Restricted Cash
Deposits in excess of FDIC limits	$ 78,917	$ 103,339
Amount of cash in overseas accounts	$ 2,624	$ 2,113

Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 7,519	$ 5,341
Accumulated Amortization	(2,314)	(1,609)
Net Carrying Amount	5,205	3,732
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,460	3,886
Accumulated Amortization	(769)	(484)
Net Carrying Amount	3,691	3,402
License [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	116	116
Accumulated Amortization	(12)	(7)
Net Carrying Amount	104	109
XpressSpa & HyperPointe \| Trade names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,605	1,339
Accumulated Amortization	(1,178)	(1,118)
Net Carrying Amount	427	$ 221
HyperPointe \| Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,338
Accumulated Amortization	(355)
Net Carrying Amount	$ 983

Intangible Assets - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remaining 2022	$ 1,383
2023	1,509
2024	1,404
2025	345
2026	283
Thereafter	281
Total	$ 5,205	$ 3,732

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Intangible Assets
Amortization expense	$ 393	$ 99

Leases (Details) - USD ($) $ in Thousands	3 Months Ended
Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Lease concessions	$ 321	$ 472
Variable lease payments	364	97
Cash paid for minimum annual rental obligations	$ 271	$ 150
Minimum [Member]
Rent concession period	3 months
Maximum [Member]
Rent concession period	31 months

Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases
Operating cash flows from operating leases	$ (1,010)	$ (1,073)
Leased assets obtained in exchange for new and modified operating lease liabilities	$ (305)	(325)
Leased assets surrendered in exchange for termination of operating lease liabilities		$ 9

Leases - Future Minimum Commitments (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Leases
Remaining 2022	$ 2,746
2023	2,890
2024	2,150
2025	1,572
2026	764
Thereafter	1,074
Total future lease payments	11,196
Less: interest expense at incremental borrowing rate	(1,062)
Net present value of lease liabilities	$ 10,134

Leases - Other Assumptions and Pertinent Information (Details)	Mar. 31, 2022
Leases
Weighted average remaining lease term (years):	4 years 18 days
Weighted average discount rate used to determine present value of operating lease liability:	10.00%

Acquisition of HyperPointe (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 14, 2022	Mar. 31, 2022
Acquisition of Hyperpointe
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe		$ 906
Fair value of assets acquired and liabilities assumed
Goodwill		$ 4,260
HyperPointe
Acquisition of Hyperpointe
Payments to acquire business	$ 7,121
Settlement of intercompany payable	$ 770
Shares issuance	552,487
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe	$ 906
Business acquisition, share price	$ 1.64
Share price	$ 1.81
Additional consideration in cash or shares	$ 7,500
Additional contingent shares issued or issuable	4,143,647
Consideration paid	$ 7,257
Fair value of assets acquired and liabilities assumed
Cash and cash equivalents	2,269
Accounts receivable	346
Unbilled receivables	56
Prepaid expenses and other current assets	19
Other long-term assets	16
Property and equipment	68
Accounts payable	(653)
Deferred revenue	(723)
Total net assets	2,997
Goodwill	4,260
HyperPointe \| Trade names [Member]
Fair value of assets acquired and liabilities assumed
Other intangible assets, net	266
HyperPointe \| Customer relationships [Member]
Fair value of assets acquired and liabilities assumed
Other intangible assets, net	1,026
HyperPointe \| Software [Member]
Fair value of assets acquired and liabilities assumed
Other intangible assets, net	307
HyperPointe \| Maximum [Member]
Acquisition of Hyperpointe
Potential earnout	$ 7,500

Acquisition of HyperPointe - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 14, 2022	Mar. 31, 2022
Acquisition of Hyperpointe
Number of options, granted		1,294,375
HyperPointe \| Ezra T. Ernst \| Stock Options
Acquisition of Hyperpointe
Number of options, granted	1,000,000
Exercise price range, Granted	$ 1.64
Fair value of options granted	$ 1,457
Vesting percentage	33.33%
Options, vesting period	3 years
Options, expiry period	10 years

Variable Interest Entities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Variable Interest Entity [Line Items]
Assets	$ 113,738	$ 119,820	$ 127,266
Liabilities	25,949		$ 27,331
Total revenue	24,048	8,512
Net loss	(2,762)	$ (808)
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Assets	973
Liabilities	394
Total revenue	$ 19,389

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(11))
-URI http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: 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)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
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+ Details

Debt - Summary of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Disclosure Abstract
Promissory note, unsecured (Current)	$ 1,433	$ 3,584
Total debt	$ 1,433	$ 3,584

- 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

Debt - Paycheck Protection Program (Details) - Paycheck Protection Program - USD ($)	May 02, 2020	May 01, 2020	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt instrument, face amount		$ 5,653,000
Interest rate (as a percent)		1.00%
Deferral period		6 months
Payments on PPP Loan	$ 0
Accounts payable, accrued expenses and other
Debt Instrument [Line Items]
Accrued interest payments			$ 4,000	$ 4,000

Stockholders' Equity - Schedule of Changes in Warrants Activity (Details) - Warrants	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Warrants [Line Items]
Outstanding, Opening Balance \| shares	37,817,694
Expired \| shares	(8,357,134)
Outstanding, Ending Balance \| shares	29,460,560
Minimum [Member]
Warrants [Line Items]
Exercise price range, Beginning Balance	$ 0.525
Exercise price range, Expired	5.25
Exercise price range, Ending Balance	1.7
Maximum [Member]
Warrants [Line Items]
Exercise price range, Beginning Balance	6.566
Exercise price range, Expired	6.566
Exercise price range, Ending Balance	$ 3.9375

Stockholders' Equity - Stock Options and RSU Activity (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Stockholders Equity [Line Items]
No. of options, Outstanding as of December 31, 2021 \| shares	2,826,871
No. of options, Granted \| shares	1,294,375
No. of options, Forfeited \| shares	(56,880)
No. of options, Expired \| shares	(1,667)
No. of options, Outstanding as of March 31, 2022 \| shares	4,062,699
No. of options, Exercisable as of March 31, 2022 \| shares	1,829,142
Weighted average grant date fair value, Balance at December 31, 2021	$ 2.57
Weighted average grant date fair value, Granted	1.56
Weighted average grant date fair value, Forfeited	1.90
Weighted average grant date fair value, Expired	1.53
Weighted average grant date fair value, Balance at March 31, 2022	2.26
Weighted average grant date fair value, Exercisable at March 31, 2022	$ 2.90
RSUs
Stockholders Equity [Line Items]
No. of options, Outstanding as of December 31, 2021 \| shares	600,000
No. of options, Granted \| shares	156,250
No. of options, Exercised/Vested \| shares	(389,061)
No. of options, Outstanding as of March 31, 2022 \| shares	367,189
Weighted average grant date fair value, Balance at December 31, 2021	$ 1.63
Weighted average grant date fair value, Granted	1.28
Weighted average grant date fair value, Exercised/Vested	1.59
Weighted average grant date fair value, Balance at March 31, 2022	1.52
Minimum [Member]
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2021	1.19
Exercise price range, Granted	1.28
Exercise price range, Outstanding as of March 31, 2022	1.19
Exercise price range, Exercisable as of March 31, 2022	1.19
Maximum [Member]
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2021	2,460.0
Exercise price range, Granted	1.64
Exercise price range, Outstanding as of March 31, 2022	2,460.0
Exercise price range, Exercisable as of March 31, 2022	$ 2,460.0

Stockholders' Equity - Stock-based Compensation (Details) $ in Thousands	1 Months Ended	3 Months Ended
	Sep. 30, 2020 shares	Mar. 31, 2022 USD ($) item	Mar. 31, 2021 USD ($)
Stockholders Equity [Line Items]
Number of equal quarterly vesting installments \| item		4
Stock-based compensation expense \| $		$ 1,543	$ 1,005
Repurchase and retirement of common stock \| $		$ 11,095
Stock Compensation Plan
Stockholders Equity [Line Items]
Options, expiry period		10 years
Options, vesting period		1 year
Maximum [Member] \| 2020 Plan [Member]
Stockholders Equity [Line Items]
Number of shares authorized \| shares	5,000,000
Directors, Employees And Consultants \| XpresTest 2020 Plan [Member]
Stockholders Equity [Line Items]
Number of shares authorized \| shares	200
Percentage of shares authorized for issuance	20.00%

Stockholders' Equity - Variables Used in Estimating Fair Value of Stock Options (Details) - Stock Options	3 Months Ended
	Mar. 31, 2022 $ / shares
Stockholders Equity [Line Items]
Expected volatility:	123.45%
Expected dividend yield:	0.00%
Expected term:	6 years 5 months 4 days
Minimum [Member]
Stockholders Equity [Line Items]
Share price of the Company's Common Stock on the grant date:	$ 1.28
Exercise price:	$ 1.28
Annual average risk-free rate:	1.62%
Maximum [Member]
Stockholders Equity [Line Items]
Share price of the Company's Common Stock on the grant date:	$ 1.64
Exercise price:	$ 1.64
Annual average risk-free rate:	1.71%

Fair Value Measurements - Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	$ 449	$ 722
Assets, fair value	449	722
Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	449	722
Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	0	0
Assets, fair value	0	0
Fair Value, Inputs, Level 1 \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	0	0
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	449	722
Assets, fair value	449	722
Fair Value, Inputs, Level 2 \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	449	722
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	0	0
Assets, fair value	0	0
Fair Value, Inputs, Level 3 [Member] \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	$ 0	$ 0

Fair Value Measurements - (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Other nonoperating income expense
Unrealized loss on remeasurement of common stock and/or warrants	$ 273
Unrealized gain on remeasurement of common stock and/or warrants		$ 99
Route1 Inc
Number of shares owned	3,855,443

Commitments and Contingencies (Details)		3 Months Ended
Commitments and Contingencies (Details)	May 26, 2020 USD ($) employee	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Kyle Collins
Loss Contingencies [Line Items]
Penalties per employee per pay period	$ 100
Number of current and former employees \| employee	240
OTG Management PHL B [Member]
Loss Contingencies [Line Items]
Lease term		12 years
Accounts payable, accrued expenses and other
Loss Contingencies [Line Items]
Estimated litigation liability, current		$ 845,000	$ 845,000
Maximum [Member] \| OTG Management PHL B [Member]
Loss Contingencies [Line Items]
Loss contingency damages sought		2,250,000
Minimum [Member] \| OTG Management PHL B [Member]
Loss Contingencies [Line Items]
Loss contingency damages sought		$ 864,000

Segment Information - Geographical Revenue, Segment Operating Loss and Total Asset Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) segment	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Revenue
Total revenue	$ 24,048	$ 8,512
Operating loss
Total operating loss	(2,451)	(921)
Depreciation & Amortization	1,264	744
Capital Expenditures	2,665	964
Assets
Total long-lived assets	15,752	11,156
Total assets	$ 113,738	119,820	$ 127,266
Number of reportable segments \| segment	4
Number of operating segments \| segment	4
XpresSpa
Revenue
Total revenue	$ 2,643	333
Operating loss
Total operating loss	(4,455)	(1,567)
Depreciation & Amortization	343	4,608
Capital Expenditures	49	29
Assets
Total long-lived assets	8,122	5,966
Total assets	15,723	9,047
XpresTest
Revenue
Total revenue	20,596	8,179
Operating loss
Total operating loss	6,205	2,177
Depreciation & Amortization	529	585
Capital Expenditures	563	823
Assets
Total long-lived assets	2,223	2,890
Total assets	14,604	7,083
Treat
Revenue
Total revenue	286
Operating loss
Total operating loss	(1,296)
Depreciation & Amortization	325
Capital Expenditures	2,032	67
Assets
Total long-lived assets	4,377
Total assets	8,027
HyperPointe
Revenue
Total revenue	523
Operating loss
Total operating loss	(277)
Depreciation & Amortization	62
Assets
Total long-lived assets	196
Total assets	8,575
Corporate and Other
Operating loss
Total operating loss	(2,628)	(1,531)
Depreciation & Amortization	5	17
Capital Expenditures	21	45
Assets
Total long-lived assets	834	2,300
Total assets	$ 66,809	$ 103,690
Customers A [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Assets
Concentration Risk, Percentage		15.00%
Customers B [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Assets
Concentration Risk, Percentage		30.00%
Customers C [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Assets
Concentration Risk, Percentage		12.00%
Customers D [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Assets
Concentration Risk, Percentage		21.00%
Customers E [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Assets
Concentration Risk, Percentage		15.00%