0001558370-22-013619 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2022	Aug. 12, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 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		94,278,118
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 71,108	$ 105,506
Accounts receivable	832	615
Inventory	1,065	1,763
Other current assets	1,362	1,095
Total current assets	74,367	108,979
Restricted cash	751	751
Property and equipment, net	8,020	6,658
Intangible assets, net	4,986	3,732
Operating lease right of use assets, net	6,782	4,336
Goodwill	4,024
Other assets	2,435	2,810
Total assets	101,365	127,266
Current liabilities
Accounts payable, accrued expenses and other	9,289	12,958
Current portion of operating lease liabilities	3,007	2,736
Deferred revenue	245	549
Current portion of promissory note, unsecured		3,584
Total current liabilities	12,541	19,827
Long-term liabilities
Operating lease liabilities	8,885	7,504
Total liabilities	21,426	27,331
Commitments and contingencies (see Note 15)
Equity
Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 95,360,271 and 101,269,349 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	954	1,013
Treasury stock, at cost; 1,338,404 and 0 shares as of June 30, 2022 and December 31, 2021, respectively	(1,021)
Additional paid-in capital	479,432	487,306
Accumulated deficit	(407,476)	(395,275)
Accumulated other comprehensive loss	(458)	(312)
Total equity attributable to XpresSpa Group, Inc.	71,431	92,732
Noncontrolling interests	8,508	7,203
Total equity	79,939	99,935
Total liabilities and equity	101,365	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	Jun. 30, 2022	Dec. 31, 2021
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	95,360,271	101,269,349
Common stock, outstanding	95,360,271	101,269,349
Treasury Stock, Shares	1,338,404	0
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		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue, net
Total revenue, net	$ 13,597	$ 9,092	$ 37,645	$ 17,604
Cost of sales
Labor	5,477	1,927	10,939	3,142
Occupancy	1,262	443	2,330	924
Products and other operating costs	5,618	5,331	14,135	7,794
Total cost of sales	12,357	7,701	27,404	11,860
Depreciation and amortization	1,501	946	2,765	1,690
(Gain)/impairment on disposal of assets	(52)		(52)	22
General and administrative	7,558	4,646	17,746	9,154
Total operating expenses	21,364	13,293	47,863	22,726
Operating loss	(7,767)	(4,201)	(10,218)	(5,122)
Interest income, net	38	13	45	25
Other non-operating expense, net	(196)	(551)	(514)	(449)
Loss before income taxes	(7,925)	(4,739)	(10,687)	(5,546)
Income tax (expense) benefit	(2)	9	(2)	8
Net loss	(7,927)	(4,730)	(10,689)	(5,538)
Net loss (income) attributable to noncontrolling interests	9	263	(1,512)	15
Net loss attributable to XpresSpa Group, Inc.	(7,918)	(4,467)	(12,201)	(5,523)
Net loss	(7,927)	(4,730)	(10,689)	(5,538)
Other comprehensive (loss) income from operations	(105)	5	(146)	(11)
Comprehensive loss	$ (8,032)	$ (4,725)	$ (10,835)	$ (5,549)
Loss per share
Basic loss per share (in dollars per share)	$ (0.08)	$ (0.04)	$ (0.12)	$ (0.05)
Diluted loss per share (in dollars per share)	$ (0.08)	$ (0.04)	$ (0.12)	$ (0.05)
Weighted-average number of shares outstanding during the period
Basic (in shares)	95,352,025	105,398,359	98,458,153	103,240,406
Diluted (in shares)	95,352,025	105,398,359	98,458,153	103,240,406
Managed services fees
Revenue, net
Total revenue, net		$ 8,669		$ 16,843
Patient services revenue
Revenue, net
Total revenue, net	$ 7,732		$ 27,121
Services
Revenue, net
Total revenue, net	4,787	338	8,564	603
Products
Revenue, net
Total revenue, net	421	79	766	144
Other
Revenue, net
Total revenue, net	$ 657	$ 6	$ 1,194	$ 14

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 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	Treasury Stock	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 loss for the period					(1,056)				(1,056)	248		(808)
Foreign currency translation						(16)			(16)			(16)
Contributions from noncontrolling interests										333		333
Balance at Mar. 31, 2021		$ 1,053		492,868	(399,680)	(236)			94,005	3,887		97,892
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2021		105,282,382
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
Net loss for the period												(5,538)
Balance at Jun. 30, 2021		$ 1,055		493,453	(404,147)	(231)			90,130	3,552		93,682
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2021		105,534,002
Balance at Mar. 31, 2021		$ 1,053		492,868	(399,680)	(236)			94,005	3,887		97,892
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2021		105,282,382
Issuance of Common Stock for services	$ 2		$ 318					$ 320			$ 320
Issuance of Common Stock for services (in shares)	223,637
Restricted stock units vested (in shares)		27,983
Stock-based compensation				267					267	61		328
Net loss for the period					(4,467)				(4,467)	(263)		(4,730)
Foreign currency translation						5			5			5
Redemption of certain noncontrolling interests										(133)		(133)
Balance at Jun. 30, 2021		$ 1,055		493,453	(404,147)	(231)			90,130	3,552		93,682
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2021		105,534,002
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
Treasury Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021												0
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)
Stock-based compensation				1,543					1,543			1,543
Net loss for the period					(4,283)				(4,283)	1,521		(2,762)
Foreign currency translation						(41)			(41)			(41)
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)
Contributions from noncontrolling interests										200		200
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
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
Treasury Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021												0
Payment of withholding taxes on RSUs												$ 73
Net loss for the period												$ (10,689)
Repurchase and retirement of common stock (in shares)												(7,142,446)
Balance at Jun. 30, 2022		$ 954		479,432	(407,476)	(458)	$ (1,021)		71,431	8,508		$ 79,939
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022		95,360,271										95,360,271
Treasury Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022							(1,338,404)					1,338,404
Balance at Mar. 31, 2022		$ 951		478,649	(399,558)	(353)			79,689	8,100		$ 87,789
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2022		95,071,210
Vesting of restricted stock units (shares)		289,061
Vesting of restricted stock units (Value)		$ 3		(3)
Grant of stock options for services				15					15			15
Stock-based compensation				771					771	549		1,320
Net loss for the period					(7,918)				(7,918)	(9)		(7,927)
Repurchase of common stock							$ (1,021)		(1,021)			(1,021)
Repurchase of common stock (in shares)							(1,338,404)
Foreign currency translation						(105)			(105)			(105)
Distributions to noncontrolling interests										(132)		(132)
Balance at Jun. 30, 2022		$ 954		$ 479,432	$ (407,476)	$ (458)	$ (1,021)		$ 71,431	$ 8,508		$ 79,939
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022		95,360,271										95,360,271
Treasury Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022							(1,338,404)					1,338,404

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net loss	$ (10,689)	$ (5,538)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,765	1,690
(Gain)/loss on disposal of assets	(52)	22
Amortization of operating lease right of use asset	828	627
Non-employee stock based compensation	15	320
Stock-based compensation	2,863	1,333
Loss (gain) on equity investment	430	414
Changes in assets and liabilities:
Decrease (increase) in inventory	684	(674)
Decrease (increase) in accounts receivable	186	(546)
(Decrease) increase in deferred revenue	(1,027)	2,253
Other assets, current and non-current	(295)	(2,478)
Other liabilities, current and non-current	(2,803)	(1,518)
(Decrease) increase in accounts payable	(1,520)	2,281
Net cash used in operating activities	(8,615)	(1,814)
Cash flows from investing activities
Acquisition of property and equipment	(4,062)	(2,131)
Acquisition of HyperPointe net of cash assumed	(4,853)
Acquisition of software	(283)	(523)
Net cash used in investing activities	(9,198)	(2,654)
Cash flows from financing activities
Proceeds from direct offerings of Common Stock and warrants exercises, net of costs		17,007
Redemption of non-controlling interests		(133)
Repurchase of Common Stock	(12,116)
Contributions from noncontrolling interests	200	333
Payments for shares withheld on vesting	(73)
Repayment of Paycheck Protection Program	(3,584)
Distributions to noncontrolling interests	(956)
Net cash (used in) provided by financing activities	(16,529)	17,207
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(56)	7
(Decrease)/ Increase in cash, cash equivalents and restricted cash	(34,398)	12,746
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	71,859	$ 103,248
Cash paid for
Interest	10
Income taxes	2
Non-cash investing and financing transactions
Capital expenditures included in Accounts payable, accrued expenses and other	231
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe	$ 906

General

6 Months Ended

Jun. 30, 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 variable interest entities (“VIEs”) due to their equity holders having sufficient capital at risk; and the Company having a variable interest in and being a primary beneficiary of the PLLCs.

The Treat segment, which is operating through XpresSpa Group’s subsidiary Treat, Inc. (“Treat”) is a travel health and wellness brand that provides access to health and wellness services for travelers at on-site centers (currently located in JFK International Airport and 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 and six months ended June 30, 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 the 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 $3,291 and $1,368 of the full $5,534 amount was recognized during the first half of 2022 and the fourth quarter of 2021, respectively. The Company anticipates that the remaining $875 of the full $5,534 amount will be realized in the third quarter of 2022.

XpresSpa

There are currently eighteen operating XpresSpa domestic locations and the Company expects to re-open four additional domestic locations in the near-term. During 2022, the Company sold its two franchise locations in Austin-Bergstrom International Airport. 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 its 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 its 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 later in 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 June 30, 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 June 30, 2022, the Company had cash and cash equivalents, excluding restricted cash, of $71,108, total current assets of $74,367, total current liabilities of $12,541 and positive working capital of $61,826 compared to a positive working capital of $89,152 as of December 31, 2021.

Significant Accounting and Reporting Policies

6 Months Ended

Jun. 30, 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 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 3. Variable Interest Entities), the Company determined that the PLLCs are variable interest entities due to their equity holders having insufficient capital at risk, and the Company having a variable interest and being the primary beneficiary of the PLLCs. As a result of this determination, the total revenue of the PLLCs is designated as revenue for the Company. The performance obligation for this revenue is 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. Also, under the terms of Treat’s contracts with PLLCs, whereby the PLLCs as their performance obligations provide travel-related diagnostic testing for virus, cold, flu and other illnesses as well as hydration therapy, IV drips, and vitamin injections. The Company determined that these PLLCs are variable interest entities due to their equity holders having insufficient capital at risk, and the Company having a variable interest and being the primary beneficiary of the PLLCs. As a result of this determination, the total revenue of the PLLCs is designated as revenue for the Company. This revenue is recognized at the point in time at which the service is performed by the PLLCs.

HyperPointe

The Company’s HyperPointe segment which we acquired in January 2022 (see Note 7. Acquisition of HyperPointe) provides broad range of service and support options for its 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 $191 as of June 30, 2022. HyperPointe had unbilled receivables of $60 included in Accounts Receivable as of June 30, 2022.

The Company excludes all sales taxes assessed to its 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.

Variable Interest Entities

6 Months Ended

Jun. 30, 2022

Variable Interest Entities

Variable Interest Entities

Note 3. 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 provides 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 shareholders 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 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 $1,638, included in Cash and Cash Equivalents, and $324 included in Accounts payable, accrued expenses and other, respectively, as of June 30, 2022. The aggregate carrying value of total assets and total liabilities included on the consolidated balance sheets for the PLLCs after elimination of intercompany transactions were $3,033, included in Cash and Cash Equivalents, and $683, included in Accounts payable, accrued expenses and other, respectively, as of December 31, 2021. The total revenue included on the consolidated statements of operations and comprehensive income (loss) for the PLLCs after elimination of intercompany transactions was $7,732 and $27,121 for the three months and six months ended June 30, 2022, respectively.

Potentially Dilutive Securities

6 Months Ended

Jun. 30, 2022

Potentially Dilutive Securities

Potentially Dilutive Securities

Note 4. Potentially Dilutive Securities

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


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Basic and diluted numerator:
Net loss attributable to XpresSpa Group, Inc.	$	(7,918)	$	(4,467)	$	(12,201)	$	(5,523)
Net loss attributable to common shareholders	$	(7,918)	$	(4,467)	$	(12,201)	$	(5,523)
Basic and diluted denominator:
Basic and diluted weighted average shares outstanding		95,352,025		105,398,359		98,458,153		103,240,406
Basic and diluted loss per share	$	(0.08)	$	(0.04)	$	(0.12)	$	(0.05)

Net loss per share data presented above excludes from the calculation of diluted net 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		4,756,973		2,838,955		4,756,973		2,838,955
Unvested RSUs to issue an equal number of shares of Common Stock		78,125		70,082		78,125		70,082
Warrants to purchase an equal number of shares of Common Stock		29,460,560		37,988,662		29,460,560		37,988,662
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders		34,295,658		40,897,699		34,295,658		40,897,699

Cash, Cash Equivalents, and Restricted Cash

6 Months Ended

Jun. 30, 2022

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

Note 5. 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 June 30, 2022 and December 31, 2021 is as follows:


	June 30, 2022		December 31, 2021
Cash denominated in United States dollars	$	69,280	$	102,560
Cash denominated in currency other than United States dollars		1,721		2,133
Restricted cash		751		751
Credit and debit card receivables		107		813
Total cash, cash equivalents and restricted cash	$	71,859	$	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. As of June 30, 2022 and December 31, 2021, deposits in excess of FDIC limits were $68,885 and $103,339 respectively. As of June 30, 2022 and December 31, 2021, the Company held cash balances in overseas accounts, totaling $1,721 and $2,133 respectively, which are not insured by the FDIC. If the Company were to distribute the amounts held overseas, the Company would need to follow an approval and distribution process as defined in its operating and partnership agreements, which may delay and/or reduce the availability of that cash to the Company.

Other current assets

6 Months Ended

Jun. 30, 2022

Other current assets

Other current assets

Note 6. Other current assets


	June 30, 2022		December 31, 2021
Prepaid expenses	$	1,315	$	1,047
Other		47		48
Total other current assets	$	1,362	$	1,095

Acquisition of HyperPointe

6 Months Ended

Jun. 30, 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 accounts 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 June 30, 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 for the tradename.

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		1,198
Trade name		302
Software		335

Accounts payable		(653)
Deferred revenue		(723)
		3,233
Goodwill	$	4,024

Accounts payable, accrued expenses and other

6 Months Ended

Jun. 30, 2022

Accounts payable, accrued expenses and other

Accounts payable, accrued expenses and other

Note 8. Accounts payable, accrued expenses and other



	June 30, 2022		December 31, 2021
Accounts payable	$	4,674	$	5,966
Litigation accrual		845		845
Accrued compensation		1,799		2,862
Tax-related liabilities		557		603
Gift certificates and loyalty reward program liabilities		494		494
Construction Accrual		53		930
Credit card processing fees		119		501
Other miscellaneous accruals		748		757
Total accounts payable, accrued expenses and other current liabilities	$	9,289	$	12,958

Intangible Assets

6 Months Ended

Jun. 30, 2022

Intangible Assets

Intangible Assets

Note 9. Intangible Assets

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


	June 30, 2022						December 31, 2021
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade names	$	1,641	$	(1,240)	$	401	$	1,339	$	(1,118)	$	221
Customer Relationships		1,510		(422)		1,088		—		—		—
Software		4,502		(1,103)		3,399		3,886		(484)		3,402
Licenses		116		(18)		98		116		(7)		109
Total intangible assets	$	7,769	$	(2,783)	$	4,986	$	5,341	$	(1,609)	$	3,732

The Company’s intangible assets are amortized over their expected useful lives. The Company recorded amortization expense of $471 and $106 during the three months ended June 30, 2022 and 2021, respectively, and $864 and $205 during the six months ended June 30, 2022 and 2021, respectively.

Based on the intangible assets balance as of June 30, 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	$	946
2023		1,555
2024		1,450
2025		397
2026		323
Thereafter		315
Total	$	4,986

Leases

6 Months Ended

Jun. 30, 2022

Leases

Leases

Note 10. Leases

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

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

The Company reviews all of its existing lease agreements on a quarterly basis to determine whether there were any modifications to existing lease agreements and to assess if any leases should be accounted for pursuant to the guidance in

ASC 842. The Company recalculates the right of use asset and lease liability based on the modified lease terms and adjusts both balances accordingly.

The Company has received rent concessions from landlords on a majority of its leases, allowing for the relief of minimum guaranteed payments in exchange for percentage-of-revenue rent or providing relief from rent through payment deferrals. Currently, the periods of relief from these payments, which began in March 2020, range from three to thirty-four months and are still in effect for some of the affected leases. The Company received minimum guaranteed payment concessions of approximately $110 and $511 in the three months ended June 30, 2022 and 2021, respectively, $431 and $983 in the six months ended June 30, 2022 and 2021, respectively. 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 six months ended June 30, 2022 and 2021 were as follows:


	Six months ended June 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(2,031)	$	(2,149)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	3,273	$	656
Leased assets surrendered in exchange for termination of operating lease liabilities	$	—	$	9

As of June 30, 2022, operating leases contain the following future minimum commitments:


Calendar Years ending December 31,	Amount
Remaining 2022	$	2,044
2023		3,378
2024		2,657
2025		2,003
2026		1,027
Thereafter		2,193
Total future lease payments		13,302
Less: interest expense at incremental borrowing rate		(1,410)
Net present value of lease liabilities	$	11,892

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


Weighted average remaining lease term:	4.65	years
Weighted average discount rate used to determine present value of operating lease liability:	8.55	%

Cash paid for minimum annual rental obligations during the three and six months ended June 30, 2022 was $349 and $620, respectively. Cash paid for minimum annual rental obligations during three and six months ended June 30, 2021 was $64 and $214, respectively.

Variable lease payments that are calculated monthly as a percentage of product and services revenue, were $324 and $114 for the three months ended June 30, 2022 and 2021, respectively, and $689 and $211 for the six months ended June 30, 2022 and 2021, respectively.

Debt

6 Months Ended

Jun. 30, 2022

Debt

Debt

Note 11. Debt

Total Debt as of June 30, 2022 and December 31, 2021 is comprised of the following:


	June 30, 2022		December 31, 2021
Promissory note, unsecured (Current)		—		3,584
Total debt	$	—	$	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.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-SubTopic 20
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

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

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

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Stockholders' Equity

6 Months Ended

Jun. 30, 2022

Stockholders' Equity

Stockholders' Equity

Note 12. Stockholders’ Equity

Warrants

The following table represents the activity related to the Company’s warrants during the six months ended June 30, 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
June 30, 2022	29,460,560	$	1.7 - 3.9375

Share Repurchase Program

On August 31, 2021, the Company’s board of directors initially authorized a stock repurchase program that permitted the purchase and repurchase of up to 15 million shares of its common stock through September 15, 2022. In May 2022, the Board increased the share repurchase program by an additional 10 million shares and extended its effectiveness through September 15, 2023. Under this stock repurchase program, management has discretion in determining the conditions under which shares may be purchased from time to time. The program does not require us to repurchase any specific number of shares, and may be modified, suspended or terminated at any time without prior notice. Under the program, the Company purchased 8,480,850 shares for $12,116 and retired 7,142,446 of these purchased shares during the six months ended June 30, 2022, and the remaining 1,338,404 shares were retired on August 3, 2022.

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 Restricted Stock Units (“RSU’s”) to the Company’s directors, employees and consultants. Shareholder approval of the plan was subsequently obtained on October 28, 2020. Under the 2020 Equity Incentive Plan (the “2020 Plan”), a maximum of 5,000,000 shares of Common Stock may be issued. The Company’s previous Employee, Director and Consultant Equity Incentive Plan (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, XpresTest created a stock-based compensation plan available to grant stock options, Restricted Stock Awards (“RSAs”) and RSU’s to XpresTest’s directors, employees and consultants. Under the XpresTest 2020 Equity Incentive Plan (the “XpresTest Plan”), a maximum of 200 shares of XpresTest common stock may be awarded, which would represent 20% of the total number of shares of common stock of XpresTest as of June 30, 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 the XpresTest Plan RSAs is determined based on the weighted average of (i) Fair Value of XpresTest under the Indirect Valuation Method developing assumptions for XpresSpa Net Market Cap and XpresSpa standalone Fair Value, and (ii) Direct Valuation Method developing assumptions for XpresTest Representative Forecasted Revenue for 2021 and Peer companies Revenue’s Multiples. As of June 30, 2022, there is a $305 of unrecognized stock-based compensation related to the XpresTest Plan. Subsequent to June 30, 2022, an aggregate of 27.5 fully vested RSAs were granted to certain named executive officers and directors of XpresTest.

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

The following variables were used as inputs in the model:


Share price of the Company’s Common Stock on the grant date:	$	0.78 - 1.64
Exercise price:	$	0.78 - 1.64
Expected volatility:		123.45	%
Expected dividend yield:		0	%
Annual average risk-free rate:		1.62 - 3.24	%
Expected term:		6.43	years

Total stock-based compensation for the three months ended June 30, 2022 and 2021 is $1,320 and $328, respectively, and for the six months ended June 30, 2022 and 2021 is $2,863 and $1,333, respectively. The Company had $3,139 and $2,088 of unrecognized stock-based compensation related to the XpresSpa Stock Options, as of June 30, 2022 and December 31, 2021, respectively.

The following table sets forth the Company’s Equity Incentive activities for the six months ended June 30, 2022:


	RSUs			XpresTest RSAs			Stock options
		Weighted			Weighted			Weighted
		average			average			average		Exercise
	No. of	grant date		No. of	grant date		No. of	exercise		price
	RSUs	fair value		RSAs	fair value		options	price		range
Outstanding as of December 31, 2021	600,000	$	1.63	—	$	—	2,826,871	$	2.57	$	1.19 - 2,460.0
Granted	156,250		1.28	15		56,890	2,200,338		1.51		0.78 - 1.64
Exercised/Vested	(678,125)		1.59	—		—	—		—
Forfeited	—		—	—		—	(245,027)		1.55		1.43-3.82
Expired	—		—	—		—	(25,209)		1.58		1.53-1.61
Outstanding as of June 30, 2022	78,125	$	1.28	15	$	56,890	4,756,973	$	2.13	$	0.78 - 2,460.0
Exercisable as of June 30, 2022							1,870,531	$	2.87	$	0.78 - 2,460.0

- 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.

+ References

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+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Measurements

Fair Value Measurements

Note 13. 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 June 30, 2022 and December 31, 2021(in thousands):


			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 June 30, 2022:
Recurring fair value measurements
Equity securities:
Route1, Inc.	$	292	$	—	$	292	$	—
Total equity securities		292		—		292		—
Total recurring fair value measurements	$	292	$	—	$	292	$	—

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 June 30, 2022, the Company owns 3,855,443 common shares of Route 1. In connection with the remeasurement of the common shares of Route 1, Inc., the Company recorded an unrealized loss of $157 and $430 for the three and six months ended June 30, 2022, respectively, and $513 and $414, for the three and six months ended June 30, 2021, respectively.

In addition to the above, the Company’s financial instruments as of June 30, 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

6 Months Ended

Jun. 30, 2022

Income Taxes.

Income Taxes

Note 14. 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. Each quarter, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as deemed necessary. The income tax provision for the six months ended June 30, 2022 reflect an estimated global annual effective tax rate of approximately (0.10)%.

As of June 30, 2022, deferred tax assets generated from the Company’s U.S. activities 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 loss carryforwards generated 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.

Income tax expense for the six months ended June 30, 2022 was $2 which was attributed to state taxing jurisdictions in which a measure of income is utilized to determine a tax liability. 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.

- Definition

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

+ References

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

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies

Commitments and Contingencies

Note 15. 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 June 30, 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. The Final Fairness Approval Hearing is set for August 29, 2022 with the Effective Date set for November 2, 2022.

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. OTG Management agreed to extend XpresSpa’s time to respond to the Complaint until Monday, August 22, 2022 and a Case Management Conference has been set for August 24, 2022.

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

6 Months Ended

Jun. 30, 2022

Segment Information

Segment Information

Note 16. 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 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 currently operates as a new operating segment within the XpresSpa Group. HyperPointe provides a broad range of service and support options for its customers, including technical support services and advanced services.


	For the three months ended
	June 30,
	2022		2021
Revenue
XpresSpa	$	3,290	$	423
XpresTest		9,253		8,669
Treat		399		—
HyperPointe		655		—
Corporate and other		—		—
Total revenue	$	13,597	$	9,092

Operating (loss) income
XpresSpa	$	(1,958)	$	(1,666)
XpresTest		(1,937)		121
Treat		(1,460)		(1,526)
HyperPointe		(275)		—
Corporate and other		(2,137)		(1,130)
Total operating income (loss)	$	(7,767)	$	(4,201)

Depreciation & Amortization
XpresSpa	$	358	$	318
XpresTest		606		624
Treat		442		—
HyperPointe		95		—
Corporate and other		—		4
Total Depreciation & Amortization	$	1,501	$	946


	For the six months ended
	June 30,
	2022		2021
Revenue
XpresSpa	$	5,933	$	757
XpresTest		29,849		16,847
Treat		685		—
HyperPointe		1,178		—
Corporate and other		—		—
Total revenue	$	37,645	$	17,604

Operating (loss) income
XpresSpa	$	(6,413)	$	(3,233)
XpresTest		4,268		2,582
Treat		(2,756)		(1,810)
HyperPointe		(552)		—
Corporate and other		(4,765)		(2,661)
Total operating loss	$	(10,218)	$	(5,122)

Depreciation & Amortization
XpresSpa	$	701	$	591
XpresTest		1,135		1,095
Treat		767		—
HyperPointe		157		—
Corporate and other		5		4
Total depreciation & amortization	$	2,765	$	1,690

Capital Expenditures
XpresSpa	$	641	$	517
XpresTest		614		2,068
Treat		2,123		—
HyperPointe		—		—
Corporate and other		54		47
Total capital expenditures	$	3,432	$	2,632


	June 30,		December 31,
	2022		2021
Long-lived Assets
XpresSpa	$	10,944	$	8,419
XpresTest		1,600		2,246
Treat		4,460		2,700
HyperPointe		160		—
Corporate and other		674		1,132
Total long-lived Assets	$	17,838	$	14,497


	June 30,		December 31,
	2022		2021
Assets
XpresSpa	$	17,832	$	12,351
XpresTest		7,710		19,349
Treat		8,254		5,918
HyperPointe		7,260		—
Corporate and other		60,309		89,648
Total assets	$	101,365	$	127,266

- 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

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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Significant Accounting and Reporting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Significant Accounting and Reporting Policies
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)

6 Months Ended

Jun. 30, 2022

Potentially Dilutive Securities

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


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Basic and diluted numerator:
Net loss attributable to XpresSpa Group, Inc.	$	(7,918)	$	(4,467)	$	(12,201)	$	(5,523)
Net loss attributable to common shareholders	$	(7,918)	$	(4,467)	$	(12,201)	$	(5,523)
Basic and diluted denominator:
Basic and diluted weighted average shares outstanding		95,352,025		105,398,359		98,458,153		103,240,406
Basic and diluted loss per share	$	(0.08)	$	(0.04)	$	(0.12)	$	(0.05)

Net loss per share data presented above excludes from the calculation of diluted net 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		4,756,973		2,838,955		4,756,973		2,838,955
Unvested RSUs to issue an equal number of shares of Common Stock		78,125		70,082		78,125		70,082
Warrants to purchase an equal number of shares of Common Stock		29,460,560		37,988,662		29,460,560		37,988,662
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders		34,295,658		40,897,699		34,295,658		40,897,699

Cash, Cash Equivalents, and Restricted Cash (Tables)

6 Months Ended

Jun. 30, 2022

Cash, Cash Equivalents, and Restricted Cash

Schedule of cash, cash equivalents, and restricted cash


	June 30, 2022		December 31, 2021
Cash denominated in United States dollars	$	69,280	$	102,560
Cash denominated in currency other than United States dollars		1,721		2,133
Restricted cash		751		751
Credit and debit card receivables		107		813
Total cash, cash equivalents and restricted cash	$	71,859	$	106,257

Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2022

Other current assets

Schedule of other current assets


	June 30, 2022		December 31, 2021
Prepaid expenses	$	1,315	$	1,047
Other		47		48
Total other current assets	$	1,362	$	1,095

Acquisition of HyperPointe (Tables)

6 Months Ended

Jun. 30, 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		1,198
Trade name		302
Software		335

Accounts payable		(653)
Deferred revenue		(723)
		3,233
Goodwill	$	4,024

Accounts payable, accrued expenses and other (Tables)

6 Months Ended

Jun. 30, 2022

Accounts payable, accrued expenses and other

Schedule of accounts payable, accrued expenses and other current liabilities



	June 30, 2022		December 31, 2021
Accounts payable	$	4,674	$	5,966
Litigation accrual		845		845
Accrued compensation		1,799		2,862
Tax-related liabilities		557		603
Gift certificates and loyalty reward program liabilities		494		494
Construction Accrual		53		930
Credit card processing fees		119		501
Other miscellaneous accruals		748		757
Total accounts payable, accrued expenses and other current liabilities	$	9,289	$	12,958

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2022

Intangible Assets

Schedule of company's intangible assets


	June 30, 2022						December 31, 2021
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Trade names	$	1,641	$	(1,240)	$	401	$	1,339	$	(1,118)	$	221
Customer Relationships		1,510		(422)		1,088		—		—		—
Software		4,502		(1,103)		3,399		3,886		(484)		3,402
Licenses		116		(18)		98		116		(7)		109
Total intangible assets	$	7,769	$	(2,783)	$	4,986	$	5,341	$	(1,609)	$	3,732

Schedule of estimated amortization expense


Calendar Years ending December 31,	Amount
Remaining 2022	$	946
2023		1,555
2024		1,450
2025		397
2026		323
Thereafter		315
Total	$	4,986

Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases

Schedule of supplemental cash flow information related to leases


	Six months ended June 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(2,031)	$	(2,149)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	3,273	$	656
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	$	2,044
2023		3,378
2024		2,657
2025		2,003
2026		1,027
Thereafter		2,193
Total future lease payments		13,302
Less: interest expense at incremental borrowing rate		(1,410)
Net present value of lease liabilities	$	11,892

Schedule of other assumptions and pertinent information


Weighted average remaining lease term:	4.65	years
Weighted average discount rate used to determine present value of operating lease liability:	8.55	%

Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt

Schedule of total debt


	June 30, 2022		December 31, 2021
Promissory note, unsecured (Current)		—		3,584
Total debt	$	—	$	3,584

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 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
June 30, 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:	$	0.78 - 1.64
Exercise price:	$	0.78 - 1.64
Expected volatility:		123.45	%
Expected dividend yield:		0	%
Annual average risk-free rate:		1.62 - 3.24	%
Expected term:		6.43	years

Stock options and restricted stock units activity


	RSUs			XpresTest RSAs			Stock options
		Weighted			Weighted			Weighted
		average			average			average		Exercise
	No. of	grant date		No. of	grant date		No. of	exercise		price
	RSUs	fair value		RSAs	fair value		options	price		range
Outstanding as of December 31, 2021	600,000	$	1.63	—	$	—	2,826,871	$	2.57	$	1.19 - 2,460.0
Granted	156,250		1.28	15		56,890	2,200,338		1.51		0.78 - 1.64
Exercised/Vested	(678,125)		1.59	—		—	—		—
Forfeited	—		—	—		—	(245,027)		1.55		1.43-3.82
Expired	—		—	—		—	(25,209)		1.58		1.53-1.61
Outstanding as of June 30, 2022	78,125	$	1.28	15	$	56,890	4,756,973	$	2.13	$	0.78 - 2,460.0
Exercisable as of June 30, 2022							1,870,531	$	2.87	$	0.78 - 2,460.0

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2022:
Recurring fair value measurements
Equity securities:
Route1, Inc.	$	292	$	—	$	292	$	—
Total equity securities		292		—		292		—
Total recurring fair value measurements	$	292	$	—	$	292	$	—

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)

6 Months Ended

Jun. 30, 2022

Segment Information

Schedule of segment reporting information, by segment


	For the three months ended
	June 30,
	2022		2021
Revenue
XpresSpa	$	3,290	$	423
XpresTest		9,253		8,669
Treat		399		—
HyperPointe		655		—
Corporate and other		—		—
Total revenue	$	13,597	$	9,092

Operating (loss) income
XpresSpa	$	(1,958)	$	(1,666)
XpresTest		(1,937)		121
Treat		(1,460)		(1,526)
HyperPointe		(275)		—
Corporate and other		(2,137)		(1,130)
Total operating income (loss)	$	(7,767)	$	(4,201)

Depreciation & Amortization
XpresSpa	$	358	$	318
XpresTest		606		624
Treat		442		—
HyperPointe		95		—
Corporate and other		—		4
Total Depreciation & Amortization	$	1,501	$	946


	For the six months ended
	June 30,
	2022		2021
Revenue
XpresSpa	$	5,933	$	757
XpresTest		29,849		16,847
Treat		685		—
HyperPointe		1,178		—
Corporate and other		—		—
Total revenue	$	37,645	$	17,604

Operating (loss) income
XpresSpa	$	(6,413)	$	(3,233)
XpresTest		4,268		2,582
Treat		(2,756)		(1,810)
HyperPointe		(552)		—
Corporate and other		(4,765)		(2,661)
Total operating loss	$	(10,218)	$	(5,122)

Depreciation & Amortization
XpresSpa	$	701	$	591
XpresTest		1,135		1,095
Treat		767		—
HyperPointe		157		—
Corporate and other		5		4
Total depreciation & amortization	$	2,765	$	1,690

Capital Expenditures
XpresSpa	$	641	$	517
XpresTest		614		2,068
Treat		2,123		—
HyperPointe		—		—
Corporate and other		54		47
Total capital expenditures	$	3,432	$	2,632


	June 30,		December 31,
	2022		2021
Long-lived Assets
XpresSpa	$	10,944	$	8,419
XpresTest		1,600		2,246
Treat		4,460		2,700
HyperPointe		160		—
Corporate and other		674		1,132
Total long-lived Assets	$	17,838	$	14,497


	June 30,		December 31,
	2022		2021
Assets
XpresSpa	$	17,832	$	12,351
XpresTest		7,710		19,349
Treat		8,254		5,918
HyperPointe		7,260		—
Corporate and other		60,309		89,648
Total assets	$	101,365	$	127,266

General (Details)		1 Months Ended		3 Months Ended		6 Months Ended	12 Months Ended
General (Details)	Jan. 14, 2022 USD ($)	Mar. 31, 2022 item	Feb. 28, 2022 item	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2022 USD ($) segment item location	Dec. 31, 2021 USD ($)	Jan. 31, 2022 USD ($)
Number of operating segments \| segment						4
Revenue contract amount							$ 2,001,000
Cash and cash equivalents					$ 105,506,000	$ 71,108,000	105,506,000
Total current assets					108,979,000	74,367,000	108,979,000
Total current liabilities					19,827,000	12,541,000	19,827,000
Working capital					89,152,000	61,826,000	$ 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
XpresSpa
Number of hours worked per day during post-pandemic time						8
Number of hours worked pre-pandemic time						16
XpresSpa \| United States
Number of operating locations \| location						18
XpresSpa \| Non-US
Number of airport locations \| location						6
XpresTest
Number of operating locations \| location						15
Number of airports \| item						12
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
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
Number of Franchise Locations Sold \| item						2
Dubai International Airport \| Non-US
Number of operating locations \| location						3
Schiphol Amsterdam Airport \| Non-US
Number of operating locations \| location						3
Istanbul Airport
Number of location reopenings planned \| location						5
Subsequent event
Recognized revenue				$ 875,000
Centers for Disease Control and Prevention [Member]
Unrecognized revenue								$ 5,534,000
Revenue recognized					$ 1,368,000	$ 3,291,000

Significant Accounting and Reporting Policies - Additional Information (Details) - HyperPointe segment $ in Thousands	Jun. 30, 2022 USD ($)
Accounts Receivable
Unbilled receivables	$ 60
HyperPointe
Deferred revenue	$ 191

Variable Interest Entities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Variable Interest Entity [Line Items]
Assets	$ 101,365		$ 101,365		$ 127,266
Liabilities	21,426		21,426		27,331
Total revenue	13,597	$ 9,092	37,645	$ 17,604
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Assets	1,638		1,638		3,033
Liabilities	324		324		$ 683
Total revenue	$ 7,732		$ 27,121

- 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
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(12))
-URI http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910

Reference 7: 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)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
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Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

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

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+ Details

Potentially Dilutive Securities (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share Disclosure
Net loss attributable to XpresSpa Group, Inc.	$ (7,918)	$ (4,467)	$ (12,201)	$ (5,523)
Net loss attributable to common shareholders	$ (7,918)	$ (4,467)	$ (12,201)	$ (5,523)
Basic weighted average shares outstanding	95,352,025	105,398,359	98,458,153	103,240,406
Diluted weighted average shares outstanding	95,352,025	105,398,359	98,458,153	103,240,406
Basic loss per share (in dollars per share)	$ (0.08)	$ (0.04)	$ (0.12)	$ (0.05)
Diluted loss per share (in dollars per share)	$ (0.08)	$ (0.04)	$ (0.12)	$ (0.05)
Net loss per share data presented above excludes from the calculation of diluted net 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	34,295,658	40,897,699	34,295,658	40,897,699
Both vested and unvested options to purchase an equal number of shares of Common Stock
Net loss per share data presented above excludes from the calculation of diluted net loss, 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	4,756,973	2,838,955	4,756,973	2,838,955
Unvested Restricted Stock Units ("RSU")
Net loss per share data presented above excludes from the calculation of diluted net 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	78,125	70,082	78,125	70,082
Warrants
Net loss per share data presented above excludes from the calculation of diluted net 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	37,988,662	29,460,560	37,988,662

Cash, Cash Equivalents, and Restricted Cash - Summary of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Cash, Cash Equivalents, and Restricted Cash
Cash denominated in United States dollars	$ 69,280	$ 102,560
Cash denominated in currency other than United States dollars	1,721	2,133
Restricted cash	751	751
Credit and debit card receivables	107	813
Total cash, cash equivalents and restricted cash	$ 71,859	$ 106,257	$ 103,248	$ 90,502

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Cash, Cash Equivalents, and Restricted Cash
Deposits in excess of FDIC limits	$ 68,885	$ 103,339
Amount of cash in overseas accounts	$ 1,721	$ 2,133

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Other current assets
Prepaid expenses	$ 1,315	$ 1,047
Other	47	48
Total other current assets	$ 1,362	$ 1,095

Acquisition of HyperPointe (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Jan. 14, 2022	Jun. 30, 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		$ 4,024
HyperPointe
Acquisition of Hyperpointe
Payments to acquire business	$ 7,121
Settlement of intercompany accounts 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	3,233
Goodwill	4,024
HyperPointe \| Customer relationships [Member]
Fair value of assets acquired and liabilities assumed
Other intangible assets, net	1,198
HyperPointe \| Trade names [Member]
Fair value of assets acquired and liabilities assumed
Other intangible assets, net	302
HyperPointe \| Software [Member]
Fair value of assets acquired and liabilities assumed
Other intangible assets, net	335
HyperPointe \| Maximum [Member]
Acquisition of Hyperpointe
Potential earnout	$ 7,500

Acquisition of HyperPointe - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Jan. 14, 2022	Jun. 30, 2022
Acquisition of Hyperpointe
Number of options, granted		2,200,338
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

Accounts payable, accrued expenses and other (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Accounts payable, accrued expenses and other
Accounts payable	$ 4,674	$ 5,966
Litigation accrual	845	845
Accrued compensation	1,799	2,862
Tax-related liabilities	557	603
Gift certificates and loyalty reward program liabilities	494	494
Construction Accrual	53	930
Credit card processing fees	119	501
Other miscellaneous accruals	748	757
Total accounts payable, accrued expenses and other current liabilities	$ 9,289	$ 12,958

Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 7,769	$ 5,341
Accumulated Amortization	(2,783)	(1,609)
Net Carrying Amount	4,986	3,732
Trade names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,641	1,339
Accumulated Amortization	(1,240)	(1,118)
Net Carrying Amount	401	221
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,510
Accumulated Amortization	(422)
Net Carrying Amount	1,088
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,502	3,886
Accumulated Amortization	(1,103)	(484)
Net Carrying Amount	3,399	3,402
License [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	116	116
Accumulated Amortization	(18)	(7)
Net Carrying Amount	$ 98	$ 109

Intangible Assets - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remaining 2022	$ 946
2023	1,555
2024	1,450
2025	397
2026	323
Thereafter	315
Total	$ 4,986	$ 3,732

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Intangible Assets
Amortization expense	$ 471	$ 106	$ 864	$ 205

Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Lease concessions	$ 110	$ 511	$ 431	$ 983
Cash paid for minimum annual rental obligations	349	64	620	214
Variable lease payments	$ 324	$ 114	$ 689	$ 211
Minimum [Member]
Rent concession period			3 months
Maximum [Member]
Rent concession period			34 months

Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Leases
Operating cash flows from operating leases	$ (2,031)	$ (2,149)
Leased assets obtained in exchange for new and modified operating lease liabilities	$ 3,273	656
Leased assets surrendered in exchange for termination of operating lease liabilities		$ 9

Leases - Future Minimum Commitments (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Leases
Remaining 2022	$ 2,044
2023	3,378
2024	2,657
2025	2,003
2026	1,027
Thereafter	2,193
Total future lease payments	13,302
Less: interest expense at incremental borrowing rate	(1,410)
Net present value of lease liabilities	$ 11,892

Leases - Other Assumptions and Pertinent Information (Details)	Jun. 30, 2022
Leases
Weighted average remaining lease term (years):	4 years 7 months 24 days
Weighted average discount rate used to determine present value of operating lease liability:	8.55%

Debt - Summary of Debt (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Debt
Promissory note, unsecured (Current)	$ 3,584
Total debt	$ 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 ($) $ in Thousands	May 02, 2020	May 01, 2020
Debt Instrument [Line Items]
Debt instrument, face amount		$ 5,653
Interest rate (as a percent)		1.00%
Deferral period		6 months
Payments on PPP Loan	$ 0

Stockholders' Equity - Schedule of Changes in Warrants Activity (Details) - Warrants	6 Months Ended
	Jun. 30, 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)	6 Months Ended
	Jun. 30, 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	2,200,338
No. of options, Forfeited \| shares	(245,027)
No. of options, Expired \| shares	(25,209)
No. of options, Outstanding as of June 30, 2022 \| shares	4,756,973
No. of options, Exercisable as of June 30, 2022 \| shares	1,870,531
Weighted average grant date fair value, Balance at December 31, 2021	$ 2.57
Weighted average grant date fair value, Granted	1.51
Weighted average grant date fair value, Forfeited	1.55
Weighted average grant date fair value, Expired	1.58
Weighted average grant date fair value, Balance at June 30, 2022	2.13
Weighted average grant date fair value, Exercisable at June 30, 2022	$ 2.87
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	(678,125)
No. of options, Outstanding as of June 30, 2022 \| shares	78,125
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 June 30, 2022	$ 1.28
XpresTest RSAs
Stockholders Equity [Line Items]
No. of options, Granted \| shares	15
No. of options, Outstanding as of June 30, 2022 \| shares	15
Weighted average grant date fair value, Granted	$ 56,890
Weighted average grant date fair value, Balance at June 30, 2022	56,890
Minimum [Member]
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2021	1.19
Exercise price range, Granted	0.78
Exercise price range, Forfeited	1.43
Exercise price range, Expired	1.53
Exercise price range, Outstanding as of June 30, 2022	0.78
Exercise price range, Exercisable as of June 30, 2022	0.78
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, Forfeited	3.82
Exercise price range, Expired	1.61
Exercise price range, Outstanding as of June 30, 2022	2,460.0
Exercise price range, Exercisable as of June 30, 2022	$ 2,460.0

Stockholders' Equity - Stock-based Compensation (Details) $ in Thousands			1 Months Ended		3 Months Ended		6 Months Ended
	Aug. 03, 2022 shares	Jul. 01, 2022 shares	May 31, 2022 shares	Sep. 30, 2020 shares	Jun. 30, 2022 USD ($) item	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) item shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Aug. 31, 2021 shares
Stockholders Equity [Line Items]
Number of equal quarterly vesting installments \| item					4		4
Stock-based compensation expense \| $					$ 1,320	$ 328	$ 2,863	$ 1,333
Unrecognized stock-based payment cost related to options \| $					3,139		$ 3,139		$ 2,088
Shares authorized to repurchase										15,000,000
Additional shares authorized to be repurchased			10,000,000
Repurchase of common stock (in shares)							8,480,850
Repurchase of common stock \| $							$ 12,116
Repurchase and retirement of common stock (in shares)	1,338,404						7,142,446
Stock Compensation Plan
Stockholders Equity [Line Items]
Options, expiry period							10 years
Options, vesting period							1 year
XpresTest 2020 Plan [Member] \| RSUs
Stockholders Equity [Line Items]
Unrecognized stock-based compensation related to the awards \| $					$ 305		$ 305
XpresTest 2020 Plan [Member] \| XpresTest RSAs \| Executive Officers and Directors
Stockholders Equity [Line Items]
Restricted stocks (in shares)		27.5
Maximum [Member] \| 2020 Plan [Member]
Stockholders Equity [Line Items]
Number of shares authorized				5,000,000
Directors, Employees And Consultants \| XpresTest 2020 Plan [Member]
Stockholders Equity [Line Items]
Number of shares authorized				200
Percentage of shares authorized for issuance				20.00%

Stockholders' Equity - Variables Used in Estimating Fair Value of Stock Options (Details) - Stock Options	6 Months Ended
	Jun. 30, 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:	$ 0.78
Exercise price:	$ 0.78
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:	3.24%

Fair Value Measurements - Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	$ 292	$ 722
Assets, fair value	292	722
Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	292	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	292	722
Assets, fair value	292	722
Fair Value, Inputs, Level 2 \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	292	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		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Other nonoperating income expense
Unrealized loss on remeasurement of common stock and/or warrants	$ 157	$ 513	$ 430	$ 414
Route1 Inc
Number of shares owned	3,855,443		3,855,443

Income Taxes (Details) $ in Thousands	6 Months Ended
Income Taxes (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Income Taxes.
Effective tax rate, global	(0.10%)
Income tax expenses, state	$ 2

Commitments and Contingencies (Details)		6 Months Ended
Commitments and Contingencies (Details)	May 26, 2022 USD ($) employee	Jun. 30, 2022 USD ($)	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		6 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) segment	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Revenue
Total revenue	$ 13,597	$ 9,092	$ 37,645	$ 17,604
Operating (loss) income
Total operating income (loss)	(7,767)	(4,201)	(10,218)	(5,122)
Depreciation & Amortization	1,501	946	2,765	1,690
Capital Expenditures	3,432	2,632	3,432	2,632
Assets
Total long-lived assets	17,838		17,838		$ 14,497
Total assets	101,365		$ 101,365		127,266
Number of reportable segments \| segment			4
Number of operating segments \| segment			4
XpresSpa
Revenue
Total revenue	3,290	423	$ 5,933	757
Operating (loss) income
Total operating income (loss)	(1,958)	(1,666)	(6,413)	(3,233)
Depreciation & Amortization	358	318	701	591
Capital Expenditures	641	517	641	517
Assets
Total long-lived assets	10,944		10,944		8,419
Total assets	17,832		17,832		12,351
XpresTest
Revenue
Total revenue	9,253	8,669	29,849	16,847
Operating (loss) income
Total operating income (loss)	(1,937)	121	4,268	2,582
Depreciation & Amortization	606	624	1,135	1,095
Capital Expenditures	614	2,068	614	2,068
Assets
Total long-lived assets	1,600		1,600		2,246
Total assets	7,710		7,710		19,349
Treat
Revenue
Total revenue	399		685
Operating (loss) income
Total operating income (loss)	(1,460)	(1,526)	(2,756)	(1,810)
Depreciation & Amortization	442		767
Capital Expenditures	2,123		2,123
Assets
Total long-lived assets	4,460		4,460		2,700
Total assets	8,254		8,254		5,918
HyperPointe
Revenue
Total revenue	655		1,178
Operating (loss) income
Total operating income (loss)	(275)		(552)
Depreciation & Amortization	95		157
Assets
Total long-lived assets	160		160
Total assets	7,260		7,260
Corporate and Other
Operating (loss) income
Total operating income (loss)	(2,137)	(1,130)	(4,765)	(2,661)
Depreciation & Amortization		4	5	4
Capital Expenditures	54	$ 47	54	$ 47
Assets
Total long-lived assets	674		674		1,132
Total assets	$ 60,309		$ 60,309		$ 89,648