0001558370-22-017847 | 10-Q | XBRL Viewer

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Accounts payable, accrued expenses and other (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accounts payable, accrued expenses and other
Accounts payable	$ 3,642	$ 5,966
Litigation accrual	845	845
Accrued compensation	1,176	2,862
Tax-related liabilities	594	603
Common area maintenance accruals	573	16
Gift certificates	494	494
Construction accrual	213	930
Credit card processing fees	70	501
Other miscellaneous accruals	374	741
Total accounts payable, accrued expenses and other current liabilities	$ 7,981	$ 12,958

Intangible Assets - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remaining 2022	$ 439
2023	1,491
2024	1,449
2025	397
2026	323
Thereafter	315
Total	$ 4,414	$ 3,732

Leases - Future Minimum Commitments (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases
Remaining 2022	$ 1,005
2023	3,459
2024	3,050
2025	2,614
2026	1,586
Thereafter	5,683
Total future lease payments	17,397
Less: interest expense at incremental borrowing rate	(2,186)
Net present value of lease liabilities	$ 15,211

Acquisition of HyperPointe - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Jan. 14, 2022	Sep. 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

Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Lease concessions			$ 431	$ 1,568
Cash paid for minimum annual rental obligations	$ 445	$ 185	1,191	399
Variable lease payments	$ 397	$ 51	$ 1,085	$ 262
Minimum [Member]
Rent concession period			3 months
Maximum [Member]
Rent concession period			28 months

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2022

Intangible Assets

Schedule of company's intangible assets


	September 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	$	(1,302)	$	339	$	1,339	$	(1,118)	$	221
Customer relationships		1,510		(482)		1,028		—		—		—
Software		4,403		(1,448)		2,955		3,886		(484)		3,402
Licenses		116		(24)		92		116		(7)		109
Total intangible assets	$	7,670	$	(3,256)	$	4,414	$	5,341	$	(1,609)	$	3,732

Schedule of estimated amortization expense


Calendar Years ending December 31,	Amount
Remaining 2022	$	439
2023		1,491
2024		1,449
2025		397
2026		323
Thereafter		315
Total	$	4,414

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Other current assets
Prepaid expenses	$ 2,058	$ 1,047
Other receivables	270
Other	47	48
Total other current assets	$ 2,375	$ 1,095

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 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	83,232,262	101,269,349
Common stock, outstanding	83,232,262	101,269,349

Commitments and Contingencies

9 Months Ended

Sep. 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 September 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 which was approved on September 20,2022. Funding of the settlement amount is predicted to be end of year.

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 XWELL 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), XWELL breached the lease. OTG Management has agreed to extend XWELL’s time to respond to the Complaint from previously November 1, 2022 to January 3, 2023.

Leases

XWELL is contingently liable to a surety company under certain general indemnity agreements required by various airports relating to its lease agreements. XWELL agrees to indemnify the surety for any payments made on contracts of suretyship, guaranty, or indemnity. The Company believes that all contingent liabilities will be satisfied by its performance under the specified lease agreements.

Cash, Cash Equivalents, and Restricted Cash - Summary of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Cash, Cash Equivalents, and Restricted Cash
Cash denominated in United States dollars	$ 46,977	$ 102,560
Cash denominated in currency other than United States dollars	2,338	2,133
Restricted cash	751	751
Credit and debit card receivables	114	813
Total cash, cash equivalents and restricted cash	$ 50,180	$ 106,257	$ 109,912	$ 90,502

Fair Value Measurements (Tables)

9 Months Ended

Sep. 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 September 30, 2022:
Recurring fair value measurements
Equity securities:
Route1, Inc.	$	194	$	—	$	194	$	—
Total equity securities		194		—		194		—
Total recurring fair value measurements	$	194	$	—	$	194	$	—

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	$	—

Stockholders' Equity - Stock Options and RSU Activity (Details)	9 Months Ended
	Sep. 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	(68,819)
No. of options, Outstanding as of September 30, 2022 \| shares	4,713,363
No. of options, Exercisable as of September 30, 2022 \| shares	1,955,823
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	8.23
Weighted average grant date fair value, Balance at September 30, 2022	2.04
Weighted average grant date fair value, Exercisable at September 30, 2022	$ 2.62
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	(717,186)
No. of options, Outstanding as of September 30, 2022 \| shares	39,064
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	1.57
Weighted average grant date fair value, Balance at September 30, 2022	$ 1.28
XpresTest RSAs
Stockholders Equity [Line Items]
No. of options, Outstanding as of December 31, 2021 \| shares
No. of options, Granted \| shares	15.0
No. of options, Exercised/Vested \| shares	(10.0)
No. of options, Outstanding as of September 30, 2022 \| shares	5.0
Weighted average grant date fair value, Balance at December 31, 2021
Weighted average grant date fair value, Granted	$ 56,890
Weighted average grant date fair value, Exercised/Vested	61,550
Weighted average grant date fair value, Balance at September 30, 2022	47,570
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	1.44
Exercise price range, Outstanding as of September 30, 2022	0.78
Exercise price range, Exercisable as of September 30, 2022	0.78
Maximum [Member]
Stockholders Equity [Line Items]
Exercise price range, Outstanding as of December 31, 2021	2,460
Exercise price range, Granted	1.64
Exercise price range, Forfeited	3.82
Exercise price range, Expired	2,232
Exercise price range, Outstanding as of September 30, 2022	2,460
Exercise price range, Exercisable as of September 30, 2022	$ 2,460

Leases

9 Months Ended

Sep. 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. During 2022 the Company commenced new leases at Istanbul Airport in Turkey & Salt Lake City International Airport in Utah. 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. The periods of relief from these payments, which began in March 2020, ranged from three to twenty-eight months enabling the Company to receive minimum guaranteed payment concessions of approximately $431 and $1,568 in the nine months ended September 30, 2022 and 2021, respectively.

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. XWELL 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 nine months ended September 30, 2022 and 2021 were as follows:


	Nine months ended September 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(3,072)	$	(3,189)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	7,380	$	3,673
Leased assets surrendered in exchange for termination of operating lease liabilities	$	—	$	9

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


Calendar Years ending December 31,	Amount
Remaining 2022	$	1,005
2023		3,459
2024		3,050
2025		2,614
2026		1,586
Thereafter		5,683
Total future lease payments		17,397
Less: interest expense at incremental borrowing rate		(2,186)
Net present value of lease liabilities	$	15,211

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


Weighted average remaining lease term:	5.95	years
Weighted average discount rate used to determine present value of operating lease liability:	7.33	%

Cash paid for minimum annual rental obligations during the three and nine months ended September 30, 2022 was $445 and $1,191, respectively. Cash paid for minimum annual rental obligations during the three and nine months ended September 30, 2021 was $185 and $399, respectively.

Variable lease payments calculated monthly as a percentage of product and services revenue, were $397 and $51 for the three months ended September 30, 2022 and 2021, respectively, and $1,085 and $262 for the nine months ended September 30, 2022 and 2021, respectively.

General

9 Months Ended

Sep. 30, 2022

General

General

XWELL, Inc. (Formerly known as XpresSpa Group, Inc.) and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands, except for share and per share data)

Note 1. General

Overview

On October 25, 2022, the Company changed its name to XWELL, Inc. (“XWELL” or the “Company”) from XpresSpa Group, Inc. The Company’s common stock, par value $0.01 per share, which had previously been listed under the trading symbol “XSPA” on the Nasdaq Capital Market, now trades under the trading symbol “XWEL” since the opening of the trading market on October 25, 2022. In pursuance, the Company amended and restated its certificate of incorporation filed with the Delaware Secretary of State on October 24, 2022 (the “Amended and Restated Certificate”). Rebranding to XWELL aligned the Company’s corporate strategy to build a pure-play health and wellness services company, both in the airport and off airport marketplaces.

In addition, prior to filing the Amended and Restated Certificate, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with respect to its Series A Convertible Preferred Stock, par value $0.01 per share, Series D Convertible Preferred Stock, par value $0.01 per share, Series E Convertible Preferred Stock, par value $0.01 per share, and Series F Convertible Preferred Stock, par value $0.01 per share (collectively, the “Eliminated Preferred Stock”) with the Delaware Secretary of State, becoming effective as of at 11:59 p.m., Eastern Time on October 24, 2022.

The Certificate of Elimination (i) eliminated the previous designation of 6,968 shares of Series A Convertible Preferred Stock, none of which were outstanding at the time of filing, (ii) eliminated the previous designation of 500,000 shares of Series D Convertible Preferred Stock, none of which were outstanding at the time of filing, (iii) eliminated the previous designation of 2,397,060 shares of Series E Convertible Preferred Stock, none of which were outstanding at the time of filing, (iv) eliminated the previous designation of 9,000 shares of Series F Convertible Preferred Stock, none of which were outstanding at the time of filing, (v) caused such shares of Eliminated Preferred Stock to resume the status of authorized but unissued shares of preferred stock of the Company and (vi) eliminated all reference to the Eliminated Preferred Stock from the Company’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware and effective prior to the effective time of the Amended and Restated Certificate.

XWELL is a leading global travel health and wellness services holding company. XWELL currently has four reportable operating segments: XpresSpa^®, XpresTest^®, Treat^™, and HyperPointe which was acquired in January 2022.

XWELL’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. Most of XpresSpa spa locations were closed between March 2020 and September 2021, largely due to the airport traffic remaining at insufficient levels to support operations at a unit level.

During the period between March 2020 and September 2021, when the Company was unable to reopen its spa locations for normal operations, the Company in partnership with certain COVID-19 testing partners, successfully launched its XpresCheck Wellness Centers through its XpresTest, Inc. subsidiary (“XpresTest”), offering testing services, also in airports. XpresTest 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 medical service companies 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 medical service companies.

The Treat segment, which is operating through XWELL’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, Phoenix Sky Harbor International Airport and 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 accounting principles generally accepted 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 nine months ended September 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

XpresSpa

There are currently twenty operating XpresSpa domestic locations and the Company expects to re-open two additional domestic locations in the near-term as airport traffic return to sufficient levels to support operations at a unit level. . 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). Additionally, XpresSpa implemented a price increase in mid-October 2021 in its efforts to return to profitability. As the Companies continue to monitor fluctuating airport volumes, the Company will also 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 eight international locations operating, including three XpresSpa locations in Dubai International Airport in the United Arab Emirates, three XpresSpa locations in Schiphol Amsterdam Airport in the Netherlands and two XpresSpa locations in Istanbul Airport in Turkey. The Company had signed for 5 locations at Istanbul Airport in Turkey of which 3 of them opened after September 30, 2022: the Company expects to open the remaining two locations before the end of 2022.

XpresCheck Wellness Centers

XpresTest’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 eight operating XpresCheck locations operating in eight airports, including one in Orlando International Airport, pre-security, in the South Walk area of the Main Terminal, which opened in March 2022.

During 2022, as countries continued to relax their testing requirements resulting in rapid decline of testing volumes at the Company’s XpresCheck locations, the Company closed or consolidated its five non performing XpresCheck Wellness Centers and two XpresCheck Wellness Centers were assimilated into the Treat Segment. Also, due to the rapid decline of testing volumes at the Company’s XpresCheck locations, the company absorbed a loss of $1,040 related to the write-off of long-lived assets during the quarter ended September 30, 2022.

During 2021, XpresTest initiated a $2,001 eight-week pilot program with the Centers for Disease Control and Prevention (CDC) in collaboration with Concentric by Ginkgo Bioworks (NYSE: DNA). Under this program, XpresTest 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 $4,166 and $1,368 of the full $5,534 amount was recognized during 2022 and the fourth quarter of 2021, respectively.

During the third quarter of 2022, XpresTest, in partnership with Ginkgo Bioworks and in continuation of their support to the CDC’s traveler-based SARS-CoV-2 genomic surveillance program were awarded a new contract. The partnership is expected to support public health and biosecurity services totaling approximately $16,000, with an overall potential to exceed $61,000 based on CDC program options and public health priorities. As COVID-19 sub variants and other biological threats continue to emerge, the partners plan to expand the program footprint and incorporate innovative modalities and offerings, such as monitoring of wastewater from aircraft lavatories. The current contract with Ginkgo Bioworks related to the above partnership contains fixed pricing for which the Company is entitled to $6,761 for the sample collection (passenger and aircraft wastewater) and $570 for the traveler enrollment initiatives, which represents the amount of consideration that the Company is entitled. The Company recognizes revenue over time for both sample collection performance obligations, using the input method based on time elapsed to measure progress towards satisfying each of the performance obligations. The Company recognizes revenue ratably (straight line basis) over the term of the contract (one year). The Company will recognize revenue over time for the traveler enrollment initiative performance obligation based on the amount for which the Company has the right to invoice. The Company recorded $916 in revenue during the quarter ended September 30, 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, Phoenix Sky Harbor International Airport and 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 September 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 XWELL. 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 September 30, 2022, the Company had cash and cash equivalents, excluding restricted cash, of $49,429, total current assets of $55,181, total current liabilities of $10,984 and positive working capital of $44,197 compared to a positive working capital of $89,152 as of December 31, 2021. Management has performed an assessment of the Company’s ability to continue as a going concern. As of the date of the report, the Company believes it has sufficient liquidity to fund operations for the next twelve months from the issuance of these financial statements. The Company’s liquidity projections and actual performance through issuance relies heavily on the success and profitability of the Company’s re-opened XpresSpa locations, and tailored service offerings. In addition, the Company’s future liquidity relies on the market acceptance to the Company’s new travel, health and wellness brand, Treat, which has generated a net loss of $1,290 and $4,049, for the three and nine months ended September 30, 2022, respectively. Furthermore, because the Company relies heavily on international and domestic airplane travel, any such decrease in demand for travel could have a negative impact on the Company’s operations and liquidity.

Intangible Assets

9 Months Ended

Sep. 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:


	September 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	$	(1,302)	$	339	$	1,339	$	(1,118)	$	221
Customer relationships		1,510		(482)		1,028		—		—		—
Software		4,403		(1,448)		2,955		3,886		(484)		3,402
Licenses		116		(24)		92		116		(7)		109
Total intangible assets	$	7,670	$	(3,256)	$	4,414	$	5,341	$	(1,609)	$	3,732

The Company’s intangible assets are amortized over their expected useful lives. The Company recorded amortization expense of $474 and $95 during the three months ended September 30, 2022 and 2021, respectively, and $1,338 and $300 during the nine months ended September 30, 2022 and 2021, respectively.

Based on the intangible assets balance as of September 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	$	439
2023		1,491
2024		1,449
2025		397
2026		323
Thereafter		315
Total	$	4,414

Acquisition of HyperPointe (Tables)

9 Months Ended

Sep. 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

Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt

Schedule of total debt


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

Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Leases
Operating cash flows from operating leases	$ (3,072)	$ (3,189)
Leased assets obtained in exchange for new and modified operating lease liabilities	$ 7,380	3,673
Leased assets surrendered in exchange for termination of operating lease liabilities		$ 9

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		6 Months Ended
	May 01, 2020	Nov. 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

Income Taxes (Details) $ in Thousands	9 Months Ended
Income Taxes (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Income Taxes.
Effective tax rate, global	(0.10%)
Income tax expense, foreign	$ 5

Significant Accounting and Reporting Policies - Additional Information (Details) - HyperPointe segment $ in Thousands	Sep. 30, 2022 USD ($)
Accounts Receivable
Unbilled receivables	$ 212
HyperPointe
Deferred revenue	$ 240

Segment Information - Geographical Revenue, Segment Operating Loss and Total Asset Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Revenue
Total revenue	$ 10,736	$ 26,767	$ 48,381	$ 44,371
Operating (loss) income
Total operating income (loss)	(7,654)	7,057	(17,872)	1,935
Depreciation & Amortization	1,564	852	4,329	2,542
Capital Expenditures	5,472	4,767	5,472	4,767
Assets
Total long-lived assets	21,240		21,240		$ 14,497
Total assets	84,976		$ 84,976		127,266
Number of reportable segments \| segment			4
Number of operating segments \| segment			4
XpresSpa
Revenue
Total revenue	3,557	1,416	$ 9,490	2,172
Operating (loss) income
Total operating income (loss)	(2,508)	(1,595)	(8,921)	(4,828)
Depreciation & Amortization	364	340	1,065	931
Capital Expenditures	1,413	706	1,413	706
Assets
Total long-lived assets	14,203		14,203		8,419
Total assets	21,348		21,348		12,351
XpresTest
Revenue
Total revenue	6,079	25,351	35,928	42,199
Operating (loss) income
Total operating income (loss)	(1,692)	12,015	2,576	14,597
Depreciation & Amortization	576	509	1,711	1,604
Capital Expenditures	675	3,984	675	3,984
Assets
Total long-lived assets	112		112		2,246
Total assets	5,356		5,356		19,349
Treat
Revenue
Total revenue	425		1,110
Operating (loss) income
Total operating income (loss)	(1,282)	(2,305)	(4,038)	(4,115)
Depreciation & Amortization	520		1,287
Capital Expenditures	3,329		3,329
Assets
Total long-lived assets	6,280		6,280		2,700
Total assets	9,822		9,822		5,918
HyperPointe
Revenue
Total revenue	675		1,853
Operating (loss) income
Total operating income (loss)	(193)		(745)
Depreciation & Amortization	86		243
Assets
Total long-lived assets	123		123
Total assets	7,126		7,126
Corporate and Other
Operating (loss) income
Total operating income (loss)	(1,979)	(1,058)	(6,744)	(3,719)
Depreciation & Amortization	18	3	23	7
Capital Expenditures	55	$ 77	55	$ 77
Assets
Total long-lived assets	522		522		1,132
Total assets	$ 41,324		$ 41,324		$ 89,648

Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 7,670	$ 5,341
Accumulated Amortization	(3,256)	(1,609)
Net Carrying Amount	4,414	3,732
Trade names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,641	1,339
Accumulated Amortization	(1,302)	(1,118)
Net Carrying Amount	339	221
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,510
Accumulated Amortization	(482)
Net Carrying Amount	1,028
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,403	3,886
Accumulated Amortization	(1,448)	(484)
Net Carrying Amount	2,955	3,402
License [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	116	116
Accumulated Amortization	(24)	(7)
Net Carrying Amount	$ 92	$ 109

Acquisition of HyperPointe (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Jan. 14, 2022	Sep. 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

Cash, Cash Equivalents, and Restricted Cash (Tables)

9 Months Ended

Sep. 30, 2022

Cash, Cash Equivalents, and Restricted Cash

Schedule of cash, cash equivalents, and restricted cash


	September 30, 2022		December 31, 2021
Cash denominated in United States dollars	$	46,977	$	102,560
Cash denominated in currency other than United States dollars		2,338		2,133
Restricted cash		751		751
Credit and debit card receivables		114		813
Total cash, cash equivalents and restricted cash	$	50,180	$	106,257

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases

Schedule of supplemental cash flow information related to leases


	Nine months ended September 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(3,072)	$	(3,189)
Leased assets obtained in exchange for new and modified operating lease liabilities	$	7,380	$	3,673
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	$	1,005
2023		3,459
2024		3,050
2025		2,614
2026		1,586
Thereafter		5,683
Total future lease payments		17,397
Less: interest expense at incremental borrowing rate		(2,186)
Net present value of lease liabilities	$	15,211

Schedule of other assumptions and pertinent information


Weighted average remaining lease term:	5.95	years
Weighted average discount rate used to determine present value of operating lease liability:	7.33	%

Income Taxes

9 Months Ended

Sep. 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 nine months ended September 30, 2022 reflect an estimated global annual effective tax rate of approximately (0.10)%.

As of September 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/(benefit) for the nine months ended September 30, 2022 was $5 which was attributed to foreign taxing jurisdictions in which controlled foreign corporations were profitable. In addition to income taxes, the Company operates in foreign jurisdictions in which excise taxes are levied. 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
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Other current assets

9 Months Ended

Sep. 30, 2022

Other current assets

Other current assets

Note 6. Other current assets

As of September 30, 2022 and December 31, 2021, other current assets consisted of the following:


	September 30, 2022		December 31, 2021
Prepaid expenses	$	2,058	$	1,047
Other receivables		270		—
Other		47		48
Total other current assets	$	2,375	$	1,095

Segment Information (Tables)

9 Months Ended

Sep. 30, 2022

Segment Information

Schedule of segment reporting information, by segment


	For the three months ended
	September 30,
	2022		2021
Revenue
XpresSpa	$	3,557	$	1,416
XpresTest		6,079		25,351
Treat		425		—
HyperPointe		675		—
Corporate and other		—		—
Total revenue	$	10,736	$	26,767


Operating income (loss)
XpresSpa	$	(2,508)	$	(1,595)
XpresTest		(1,692)		12,015
Treat		(1,282)		(2,305)
HyperPointe		(193)		—
Corporate and other		(1,979)		(1,058)
Total operating (loss) income	$	(7,654)	$	7,057



Depreciation & Amortization
XpresSpa	$	364	$	340
XpresTest		576		509
Treat		520		—
HyperPointe		86		—
Corporate and other		18		3
Total Depreciation & Amortization	$	1,564	$	852





	For the nine months ended
	September 30,
	2022		2021
Revenue
XpresSpa	$	9,490	$	2,172
XpresTest		35,928		42,199
Treat		1,110		—
HyperPointe		1,853		—
Corporate and other		—		—
Total revenue	$	48,381	$	44,371



Operating loss
XpresSpa	$	(8,921)	$	(4,828)
XpresTest		2,576		14,597
Treat		(4,038)		(4,115)
HyperPointe		(745)		—
Corporate and other		(6,744)		(3,719)
Total operating (loss) income	$	(17,872)	$	1,935



Depreciation & Amortization
XpresSpa	$	1,065	$	931
XpresTest		1,711		1,604
Treat		1,287		—
HyperPointe		243		—
Corporate and other		23		7
Total depreciation & amortization	$	4,329	$	2,542



Capital Expenditures
XpresSpa	$	1,413	$	706
XpresTest		675		3,984
Treat		3,329		—
HyperPointe		—		—
Corporate and other		55		77
Total capital expenditures	$	5,472	$	4,767


	September 30,		December 31,
	2022		2021
Long-lived Assets
XpresSpa	$	14,203		8,419
XpresTest		112		2,246
Treat		6,280		2,700
HyperPointe		123		—
Corporate and other		522		1,132
Total long-lived Assets	$	21,240	$	14,497

	September 30,		December 31,
	2022		2021
Assets
XpresSpa	$	21,348	$	12,351
XpresTest		5,356		19,349
Treat		9,822		5,918
HyperPointe		7,126		—
Corporate and other		41,324		89,648
Total assets	$	84,976	$	127,266

Potentially Dilutive Securities (Tables)

9 Months Ended

Sep. 30, 2022

Potentially Dilutive Securities

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


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Basic numerator:
Net (loss) income attributable to common shareholders	$	(7,179)	$	5,597	$	(19,380)	$	74
Basic denominator:
Basic weighted average shares outstanding		94,621,339		105,531,418		97,167,867		103,950,731
Basic (loss) earnings per share	$	(0.08)	$	0.05	$	(0.20)	$	—
Diluted numerator:
(Loss) earnings attributable to common shareholders	$	(7,179)	$	5,597	$	(19,380)	$	74
Diluted denominator:
Diluted weighted average shares outstanding		94,621,339		105,957,317		97,167,867		104,301,344
Diluted (loss) earnings per share	$	(0.08)	$	0.05	$	(0.20)	$	—


Net (loss) income per share data presented above excludes from the calculation of diluted net (loss) income, 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		4,713,363		2,606,771		4,713,363		2,631,246
Unvested RSUs to issue an equal number of shares of Common Stock		39,064		821,361		39,064		876,131
Warrants to purchase an equal number of shares of Common Stock		17,124,051		37,907,794		17,124,051		37,903,835
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders		21,876,478		41,335,926		21,876,478		41,411,212

Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2022

Other current assets

Schedule of other current assets


	September 30, 2022		December 31, 2021
Prepaid expenses	$	2,058	$	1,047
Other receivables		270		—
Other		47		48
Total other current assets	$	2,375	$	1,095

Stockholders' Equity - Variables Used in Estimating Fair Value of Stock Options (Details) - Stock Options	9 Months Ended
	Sep. 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%

Stockholders' Equity - Stock-based Compensation (Details) $ in Thousands		1 Months Ended			3 Months Ended			9 Months Ended
	Oct. 04, 2022 shares	Oct. 31, 2022 shares	May 31, 2022 shares	Sep. 30, 2020 shares	Sep. 30, 2022 USD ($) item	Mar. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) item shares	Sep. 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 \| $					$ 483		$ 819	$ 3,294	$ 2,152
Unrecognized stock-based payment cost related to options \| $					2,831			$ 2,831		$ 2,088
Number of options, granted								2,200,338
Shares authorized to repurchase											15,000,000
Additional shares authorized to be repurchased			10,000,000
Repurchase and retirement of common stock (in shares)								19,526,706
Repurchase and retirement of common stock \| $					11,673	$ 11,095	$ 450	$ 23,789
Stock Compensation Plan
Stockholders Equity [Line Items]
Options, expiry period								10 years
Options, vesting period								1 year
RSUs
Stockholders Equity [Line Items]
Number of options, granted								156,250
RSUs \| Executive Officer [Member]
Stockholders Equity [Line Items]
No. of RSUs, Granted		375,000
Stock Options \| Executive Officer [Member]
Stockholders Equity [Line Items]
Number of options, granted		150,000
XpresTest RSAs
Stockholders Equity [Line Items]
Number of options, granted								15.0
2020 Plan [Member]
Stockholders Equity [Line Items]
Number of shares authorized	7,500,000
XpresTest 2020 Plan [Member] \| RSUs
Stockholders Equity [Line Items]
Unrecognized stock-based compensation related to the awards \| $					$ 214			$ 214
Maximum [Member] \| 2020 Plan [Member]
Stockholders Equity [Line Items]
Number of shares authorized				5,000,000
Number of stock shares issued	7,353,289
Directors, Employees And Consultants \| XpresTest 2020 Plan [Member]
Stockholders Equity [Line Items]
Percentage of shares authorized for issuance				20.00%
Directors, Employees And Consultants \| Maximum [Member] \| XpresTest 2020 Plan [Member]
Stockholders Equity [Line Items]
Number of shares authorized				200

Significant Accounting and Reporting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Significant Accounting and Reporting Policies
Revenue Recognition Policy	(a) Revenue Recognition Policy XpresSpa The Company recognizes revenue from the sale of XpresSpa products and services when the services are rendered at XpresSpa stores and from the sale of products at the time products are purchased at the Company’s stores or online usually by credit card, net of discounts and applicable sales taxes. Accordingly, the Company recognizes revenue for the Company’s single performance obligation related to both in-store and online sales at the point at which the service has been performed or the control of the merchandise has passed to the customer. Revenues from the XpresSpa retail and e-commerce businesses are recorded at the time goods are shipped. The Company has also entered into collaborative agreements with marketing partners whereby it sells certain of its partners’ products in its XpresSpa locations. 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. XpresTest 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. 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 a 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 is treated as deferred revenue which was $240 as of September 30, 2022. HyperPointe had unbilled receivables of $212 included in Contract Assets as of September 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.
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.

Fair Value Measurements

9 Months Ended

Sep. 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 September 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 September 30, 2022:
Recurring fair value measurements
Equity securities:
Route1, Inc.	$	194	$	—	$	194	$	—
Total equity securities		194		—		194		—
Total recurring fair value measurements	$	194	$	—	$	194	$	—

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 September 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 $98 and $528 for the three and nine months ended September 30, 2022, respectively, and $302 and $716, for the three and nine months ended September 30, 2021, respectively.

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

Leases - Other Assumptions and Pertinent Information (Details)	Sep. 30, 2022
Leases
Weighted average remaining lease term (years):	5 years 11 months 12 days
Weighted average discount rate used to determine present value of operating lease liability:	7.33%

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 49,429	$ 105,506
Accounts receivable	1,309	615
Contract Assets	1,128
Inventory	940	1,763
Other current assets	2,375	1,095
Total current assets	55,181	108,979
Restricted cash	751	751
Property and equipment, net	8,102	6,658
Intangible assets, net	4,414	3,732
Operating lease right of use assets, net	10,299	4,336
Goodwill	4,024
Other assets	2,205	2,810
Total assets	84,976	127,266
Current liabilities
Accounts payable, accrued expenses and other	7,981	12,958
Current portion of operating lease liabilities	2,746	2,736
Deferred revenue	257	549
Current portion of promissory note, unsecured		3,584
Total current liabilities	10,984	19,827
Long-term liabilities
Operating lease liabilities	12,465	7,504
Total liabilities	23,449	27,331
Commitments and contingencies (see Note 15)
Equity
Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 83,232,262 and 101,269,349 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	832	1,013
Additional paid-in capital	467,268	487,306
Accumulated deficit	(414,655)	(395,275)
Accumulated other comprehensive loss	(560)	(312)
Total equity attributable to XWELL, Inc.	52,885	92,732
Noncontrolling interests	8,642	7,203
Total equity	61,527	99,935
Total liabilities and equity	$ 84,976	$ 127,266

Accounts payable, accrued expenses and other

9 Months Ended

Sep. 30, 2022

Accounts payable, accrued expenses and other

Accounts payable, accrued expenses and other

Note 8. Accounts payable, accrued expenses and other

As of September 30, 2022 and December 31, 2021, Accounts payable, accrued expenses and other consisted of the following:



	September 30, 2022		December 31, 2021
Accounts payable	$	3,642	$	5,966
Litigation accrual		845		845
Accrued compensation		1,176		2,862
Tax-related liabilities		594		603
Common area maintenance accruals		573		16
Gift certificates		494		494
Construction accrual		213		930
Credit card processing fees		70		501
Other miscellaneous accruals		374		741
Total accounts payable, accrued expenses and other current liabilities	$	7,981	$	12,958

Fair Value Measurements - (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Other nonoperating income expense
Unrealized loss on remeasurement of common stock and/or warrants	$ 98	$ 302	$ 528	$ 716
Route1 Inc
Number of shares owned	3,855,443		3,855,443

Segment Information

9 Months Ended

Sep. 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, 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 HyperPointe segment provides a broad range of service and support options for its customers, including technical support services and advanced services. 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.


	For the three months ended
	September 30,
	2022		2021
Revenue
XpresSpa	$	3,557	$	1,416
XpresTest		6,079		25,351
Treat		425		—
HyperPointe		675		—
Corporate and other		—		—
Total revenue	$	10,736	$	26,767


Operating income (loss)
XpresSpa	$	(2,508)	$	(1,595)
XpresTest		(1,692)		12,015
Treat		(1,282)		(2,305)
HyperPointe		(193)		—
Corporate and other		(1,979)		(1,058)
Total operating (loss) income	$	(7,654)	$	7,057



Depreciation & Amortization
XpresSpa	$	364	$	340
XpresTest		576		509
Treat		520		—
HyperPointe		86		—
Corporate and other		18		3
Total Depreciation & Amortization	$	1,564	$	852





	For the nine months ended
	September 30,
	2022		2021
Revenue
XpresSpa	$	9,490	$	2,172
XpresTest		35,928		42,199
Treat		1,110		—
HyperPointe		1,853		—
Corporate and other		—		—
Total revenue	$	48,381	$	44,371



Operating loss
XpresSpa	$	(8,921)	$	(4,828)
XpresTest		2,576		14,597
Treat		(4,038)		(4,115)
HyperPointe		(745)		—
Corporate and other		(6,744)		(3,719)
Total operating (loss) income	$	(17,872)	$	1,935



Depreciation & Amortization
XpresSpa	$	1,065	$	931
XpresTest		1,711		1,604
Treat		1,287		—
HyperPointe		243		—
Corporate and other		23		7
Total depreciation & amortization	$	4,329	$	2,542



Capital Expenditures
XpresSpa	$	1,413	$	706
XpresTest		675		3,984
Treat		3,329		—
HyperPointe		—		—
Corporate and other		55		77
Total capital expenditures	$	5,472	$	4,767


	September 30,		December 31,
	2022		2021
Long-lived Assets
XpresSpa	$	14,203		8,419
XpresTest		112		2,246
Treat		6,280		2,700
HyperPointe		123		—
Corporate and other		522		1,132
Total long-lived Assets	$	21,240	$	14,497

	September 30,		December 31,
	2022		2021
Assets
XpresSpa	$	21,348	$	12,351
XpresTest		5,356		19,349
Treat		9,822		5,918
HyperPointe		7,126		—
Corporate and other		41,324		89,648
Total assets	$	84,976	$	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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	$ 194	$ 722
Assets, fair value	194	722
Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	194	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	194	722
Assets, fair value	194	722
Fair Value, Inputs, Level 2 \| Route1 Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Equity securities	194	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

Stockholders' Equity - Schedule of Changes in Warrants Activity (Details) - Warrants	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Warrants [Line Items]
Outstanding, Opening Balance \| shares	37,817,694
Expired \| shares	(20,693,643)
Outstanding, Ending Balance \| shares	17,124,051
Minimum [Member]
Warrants [Line Items]
Exercise price range, Beginning Balance	$ 0.525
Exercise price range, Expired	3.02
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	$ 2.125

Accounts payable, accrued expenses and other (Tables)

9 Months Ended

Sep. 30, 2022

Accounts payable, accrued expenses and other

Schedule of accounts payable, accrued expenses and other current liabilities



	September 30, 2022		December 31, 2021
Accounts payable	$	3,642	$	5,966
Litigation accrual		845		845
Accrued compensation		1,176		2,862
Tax-related liabilities		594		603
Common area maintenance accruals		573		16
Gift certificates		494		494
Construction accrual		213		930
Credit card processing fees		70		501
Other miscellaneous accruals		374		741
Total accounts payable, accrued expenses and other current liabilities	$	7,981	$	12,958

Variable Interest Entities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Variable Interest Entity [Line Items]
Assets	$ 84,976		$ 84,976		$ 127,266
Liabilities	23,449		23,449		27,331
Total revenue	10,736	$ 26,767	48,381	$ 44,371
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Assets	550		550		3,033
Liabilities	168		168		$ 683
Total revenue	$ 4,607		$ 31,728

- 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
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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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+ Details

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 10, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-34785
Entity Registrant Name	XWELL, 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	750-9595
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	XWEL
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		83,232,262
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue, net
Total revenue, net	$ 10,736	$ 26,767	$ 48,381	$ 44,371
Cost of sales
Labor	5,222	4,277	16,161	7,419
Occupancy	1,082	587	3,412	1,511
Products and other operating costs	3,035	8,798	17,170	16,592
Total cost of sales	9,339	13,662	36,743	25,522
Depreciation and amortization	1,564	852	4,329	2,542
Impairment of long-lived assets	677		677
Loss on disposal of assets, net	325		273	22
Impairment of operating lease right-of-use assets	38		38
General and administrative	6,447	5,196	24,193	14,350
Total operating expenses	18,390	19,710	66,253	42,436
Operating (loss) income	(7,654)	7,057	(17,872)	1,935
Interest income, net	114	6	159	31
Other non-operating expense, net	(136)	(381)	(650)	(830)
(Loss) income before income taxes	(7,676)	6,682	(18,363)	1,136
Income tax expense	(3)	(87)	(5)	(79)
Net (loss) income	(7,679)	6,595	(18,368)	1,057
Net loss (income) attributable to noncontrolling interests	500	(998)	(1,012)	(983)
Net (loss) income attributable to XWELL, Inc.	(7,179)	5,597	(19,380)	74
Net (loss) income	(7,679)	6,595	(18,368)	1,057
Other comprehensive loss from operations	(102)	(52)	(248)	(63)
Comprehensive (loss) income	$ (7,781)	$ 6,543	$ (18,616)	$ 994
Loss per share
Basic loss per share (in dollars per share)	$ (0.08)	$ 0.05	$ (0.20)
Diluted (loss) earnings per share (in dollars per share)	$ (0.08)	$ 0.05	$ (0.20)
Weighted-average number of shares outstanding during the period
Basic (in shares)	94,621,339	105,531,418	97,167,867	103,950,731
Diluted (in shares)	94,621,339	105,957,317	97,167,867	104,301,344
Managed services fees
Revenue, net
Total revenue, net				$ 16,843
Patient services revenue
Revenue, net
Total revenue, net	$ 4,607	$ 25,351	$ 31,728	25,351
Services
Revenue, net
Total revenue, net	4,924	1,158	13,488	1,761
Products
Revenue, net
Total revenue, net	542	$ 258	1,308	402
Hyperpointe Services
Revenue, net
Total revenue, net	659		1,853
Other
Revenue, net
Total revenue, net	$ 4		$ 4	$ 14

Potentially Dilutive Securities (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share Disclosure
Net income (loss)attributable to common shareholders, Basic	$ (7,179)	$ 5,597	$ (19,380)	$ 74
Basic weighted average shares outstanding	94,621,339	105,531,418	97,167,867	103,950,731
Basic (loss) earnings per share (in dollars per share)	$ (0.08)	$ 0.05	$ (0.20)
(Loss) earnings attributable to common shareholders, Diluted	$ (7,179)	$ 5,597	$ (19,380)	$ 74
Diluted weighted average shares outstanding	94,621,339	105,957,317	97,167,867	104,301,344
Diluted (loss) earnings per share (in dollars per share)	$ (0.08)	$ 0.05	$ (0.20)
Net (loss) income per share data presented above excludes from the calculation of diluted net (loss) income, 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	21,876,478	41,335,926	21,876,478	41,411,212
Both vested and unvested options to purchase an equal number of shares of Common Stock
Net (loss) income per share data presented above excludes from the calculation of diluted net (loss) income, 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	4,713,363	2,606,771	4,713,363	2,631,246
Unvested Restricted Stock Units ("RSU")
Net (loss) income per share data presented above excludes from the calculation of diluted net (loss) income, 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	39,064	821,361	39,064	876,131
Warrants
Net (loss) income per share data presented above excludes from the calculation of diluted net (loss) income, 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	17,124,051	37,907,794	17,124,051	37,903,835

Potentially Dilutive Securities

9 Months Ended

Sep. 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				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Basic numerator:
Net (loss) income attributable to common shareholders	$	(7,179)	$	5,597	$	(19,380)	$	74
Basic denominator:
Basic weighted average shares outstanding		94,621,339		105,531,418		97,167,867		103,950,731
Basic (loss) earnings per share	$	(0.08)	$	0.05	$	(0.20)	$	—
Diluted numerator:
(Loss) earnings attributable to common shareholders	$	(7,179)	$	5,597	$	(19,380)	$	74
Diluted denominator:
Diluted weighted average shares outstanding		94,621,339		105,957,317		97,167,867		104,301,344
Diluted (loss) earnings per share	$	(0.08)	$	0.05	$	(0.20)	$	—


Net (loss) income per share data presented above excludes from the calculation of diluted net (loss) income, 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		4,713,363		2,606,771		4,713,363		2,631,246
Unvested RSUs to issue an equal number of shares of Common Stock		39,064		821,361		39,064		876,131
Warrants to purchase an equal number of shares of Common Stock		17,124,051		37,907,794		17,124,051		37,903,835
Total number of potentially dilutive securities excluded from the calculation of earnings/(loss) per share attributable to common shareholders		21,876,478		41,335,926		21,876,478		41,411,212

Variable Interest Entities

9 Months Ended

Sep. 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 $550, included in Cash and Cash Equivalents, and $168 included in Accounts payable, accrued expenses and other, respectively, as of September 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 $4,607 and $31,728 for the three months and nine months ended September 30, 2022, respectively.

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Intangible Assets
Amortization expense	$ 474	$ 95	$ 1,338	$ 300

Stockholders' Equity

9 Months Ended

Sep. 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 nine months ended September 30, 2022.


		Exercise
	No. of Warrants	price range
December 31, 2021	37,817,694	$	0.525 - 6.566
Granted	—	$
Exercised	—	$
Expired	(20,693,643)	$	3.02 - 6.566
September 30, 2022	17,124,051	$	1.7 - 2.125

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 and retired 19,526,706 shares for $23,789 during the nine months ended September 30, 2022.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

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”) aggregating to 5,000,000 shares of Common Stock, to the Company’s directors, employees and consultants. Shareholder approval of the plan was subsequently obtained on October 28, 2020. On October 4, 2022, the amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the Plan by 7,500,000 shares of Common Stock was approved. Under the 2020 Equity Incentive Plan (the “2020 Plan”), a maximum of 7,353,289 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. RSU’s 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 September 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 XWELL’s Net Market Cap and XWELL’s standalone Fair Value, and (ii) Direct Valuation Method developing assumptions for XpresTest Representative Forecasted Revenue for 2021 and Peer companies Revenue’s Multiple. As of September 30, 2022, there is $214 of unrecognized stock-based compensation related to the XpresTest Plan.

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 September 30, 2022 and 2021 is $483 and $819, respectively, and for the nine months ended September 30, 2022 and 2021 is $3,294 and $2,152, respectively. The Company had $2,831 and $2,088 of unrecognized stock-based compensation related to the XWELL Stock Options, as of September 30, 2022 and December 31, 2021, respectively. During October 2022, the Company granted 375,000 RSUs and 150,000 Stock Options to its certain executives.

The following table sets forth the Company’s Equity Incentive activities for the nine months ended September 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
Granted	156,250		1.28	15.0		56,890	2,200,338		1.51		0.78 - 1.64
Exercised/Vested	(717,186)		1.57	(10.0)		61,550	—		—
Forfeited	—		—	—		—	(245,027)		1.55		1.43-3.82
Expired	—		—	—		—	(68,819)		8.23		1.44-2,232
Outstanding as of September 30, 2022	39,064	$	1.28	5.0	$	47,570	4,713,363	$	2.04	$	0.78 - 2,460
Exercisable as of September 30, 2022							1,955,823	$	2.62	$	0.78 - 2,460

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Cash, Cash Equivalents, and Restricted Cash
Deposits in excess of FDIC limits	$ 46,509	$ 103,339
Amount of cash in overseas accounts	$ 2,338	$ 2,133

Acquisition of HyperPointe

9 Months Ended

Sep. 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.

XWELL 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) XWELL 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 XWELL shall be permitted to settle any earnout payments in cash. As a result, XWELL 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.

XWELL granted an equity award to the previous Chief Executive Officer of HyperPointe and who was offered employment with the Company in connection with XWELL’s acquisition of the equity interests of HyperPointe, as an inducement material to such new employee entering into employment with the Company.

The employee received stock options to purchase 1,000,000 shares of XWELL 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 recognized in expense on a straight-line basis, over the requisite service period. 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 XWELL 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. Based on an assessment of probability, the Company concluded that the acquisition did not result in the creation of any contingent consideration as of the Acquisition date and as of September 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

Significant Accounting and Reporting Policies

9 Months Ended

Sep. 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 locations. 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.

XpresTest

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. 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 a 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 is treated as deferred revenue which was $240 as of September 30, 2022. HyperPointe had unbilled receivables of $212 included in Contract Assets as of September 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.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net (loss) income	$ (18,368)	$ 1,057
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,329	2,542
Impairment of long-lived assets	715
Loss on disposal of assets, net	273	22
Amortization of operating lease right of use asset	1,357	1,162
Issuance of shares of Common Stock for services	31	349
Stock-based compensation	3,346	2,123
Loss on equity investment	528	716
Changes in assets and liabilities:
Decrease (increase) in inventory	794	(1,385)
(Increase) decrease in accounts receivable	(352)	74
(Increase) decrease in contract assets	(1,128)
(Decrease) increase in deferred revenue	(1,015)	(890)
Other assets, current and non-current	(1,137)	519
Other liabilities, current and non-current	(3,913)	(3,035)
{Decrease) increase in accounts payable	(2,866)	2,713
Net cash provided by (used in) operating activities	(17,406)	5,967
Cash flows from investing activities
Acquisition of property and equipment	(5,797)	(2,650)
Cash acquired on consolidation of certain Variable Interest Entities		2,434
Acquisition of HyperPointe net of cash assumed	(4,853)
Acquisition of software	(279)	(2,156)
Net cash used in investing activities	(10,929)	(2,372)
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	(23,789)	(450)
Contributions from noncontrolling interests	746	333
Proceeds from stock option exercises		13
Payments for shares withheld on vesting	(73)
Repayment of Paycheck Protection Program	(3,584)
Distributions to noncontrolling interests	(956)	(991)
Net cash provided by (used in) financing activities	(27,656)	15,779
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(86)	36
(Decrease)/ Increase in cash, cash equivalents and restricted cash	(56,077)	19,410
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	50,180	$ 109,912
Cash paid for
Interest	10
Income taxes	5
Non-cash investing and financing transactions
Capital expenditures included in Accounts payable, accrued expenses and other	592
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe	$ 906

Cash, Cash Equivalents, and Restricted Cash

9 Months Ended

Sep. 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 September 30, 2022 and December 31, 2021 is as follows:


	September 30, 2022		December 31, 2021
Cash denominated in United States dollars	$	46,977	$	102,560
Cash denominated in currency other than United States dollars		2,338		2,133
Restricted cash		751		751
Credit and debit card receivables		114		813
Total cash, cash equivalents and restricted cash	$	50,180	$	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 September 30, 2022 and December 31, 2021, deposits in excess of FDIC limits were $46,509 and $103,339

respectively. As of September 30, 2022 and December 31, 2021, the Company held cash balances in overseas accounts, totaling $2,338 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.

Debt

9 Months Ended

Sep. 30, 2022

Debt

Debt

Note 11. Debt

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


	September 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 bore 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 was 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
-URI http://asc.fasb.org/topic&trid=2208564

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
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-Subparagraph (c)
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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
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

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

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

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

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

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

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

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

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

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

+ Details

Commitments and Contingencies (Details)		9 Months Ended
Commitments and Contingencies (Details)	May 26, 2022 USD ($) employee	Sep. 30, 2022 USD ($)	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

Stockholders' Equity (Tables)

9 Months Ended

Sep. 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	(20,693,643)	$	3.02 - 6.566
September 30, 2022	17,124,051	$	1.7 - 2.125

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
Granted	156,250		1.28	15.0		56,890	2,200,338		1.51		0.78 - 1.64
Exercised/Vested	(717,186)		1.57	(10.0)		61,550	—		—
Forfeited	—		—	—		—	(245,027)		1.55		1.43-3.82
Expired	—		—	—		—	(68,819)		8.23		1.44-2,232
Outstanding as of September 30, 2022	39,064	$	1.28	5.0	$	47,570	4,713,363	$	2.04	$	0.78 - 2,460
Exercisable as of September 30, 2022							1,955,823	$	2.62	$	0.78 - 2,460

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock	Treasury Stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Total Company equity	Non-controlling interests	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
Warrant exercises, net of costs	$ 112		16,895			17,007		17,007
Warrant exercises, net of costs (in shares)	11,223,529
Stock-based compensation			264			264	741	1,005
Net (loss) income				(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) income								1,057
Balance at Sep. 30, 2021	$ 1,053		493,814	(398,550)	(283)	96,034	7,889	103,923
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2021	105,327,379
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) income				(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
Consolidation of Variable Interest Entities							4,307	4,307
Issuance of Common Stock for services			29			29		29
Restricted stock units vested (in shares)	35,043
Stock-based compensation			767			767	23	790
Net (loss) income				5,597		5,597	998	6,595
Foreign currency translation					(52)	(52)		(52)
Repurchase and retirement of common stock	$ (2)		(448)			(450)		(450)
Repurchase and retirement of common stock (in shares)	(250,000)
Distributions to noncontrolling interests							(991)	(991)
Stock option exercises			13			13		13
Stock option exercises (in shares)	8,334
Balance at Sep. 30, 2021	$ 1,053		493,814	(398,550)	(283)	96,034	7,889	103,923
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2021	105,327,379
Balance at Dec. 31, 2021	$ 1,013		487,306	(395,275)	(312)	92,732	7,203	$ 99,935
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021	101,269,349							101,269,349
Issuance of Common Stock for acquisition	$ 5		901			906		$ 906
Issuance of Common Stock for acquisition (in shares)	552,487
Vesting of restricted stock units (shares)	391,820
Vesting of restricted stock units (Value)	$ 4		(4)
Value of Shares Withheld to fund payroll taxes			(73)			(73)		(73)
Stock-based compensation			1,543			1,543		1,543
Net (loss) income				(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
Payment of withholding taxes on RSUs								$ 73
Net (loss) income								(18,368)
Repurchase and retirement of common stock								$ (23,789)
Repurchase and retirement of common stock (in shares)								(19,526,706)
Balance at Sep. 30, 2022	$ 832		467,268	(414,655)	(560)	52,885	8,642	$ 61,527
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2022	83,232,262							83,232,262
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) income				(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	$ (1,021)	479,432	(407,476)	(458)	71,431	8,508	79,939
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022	95,360,271
Treasury Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022		(1,338,404)
Vesting of restricted stock units (shares)	256,251
Vesting of restricted stock units (Value)	$ 2		(2)
Grant of stock options for services			16			16		16
Stock-based compensation			392			392	91	483
Net (loss) income				(7,179)		(7,179)	(500)	(7,679)
Foreign currency translation					(102)	(102)	(3)	(105)
Repurchase and retirement of common stock	$ (124)	$ 1,021	(12,570)			(11,673)		(11,673)
Repurchase and retirement of common stock (in shares)	(12,384,260)	1,338,404
Contributions from noncontrolling interests							546	546
Balance at Sep. 30, 2022	$ 832		$ 467,268	$ (414,655)	$ (560)	$ 52,885	$ 8,642	$ 61,527
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2022	83,232,262							83,232,262

General (Details)		3 Months Ended			9 Months Ended		12 Months Ended
General (Details)	Jan. 14, 2022 USD ($)	Sep. 30, 2022 USD ($) item location Center $ / shares	Dec. 31, 2021 USD ($) item $ / shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment item location Center $ / shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) item $ / shares	Oct. 24, 2022 $ / shares shares	Oct. 18, 2022 location	Jan. 31, 2022 USD ($)
Common stock, par value \| $ / shares		$ 0.01	$ 0.01		$ 0.01		$ 0.01	$ 0.01
Number of operating segments \| segment					4
Total revenue, net		$ 10,736,000		$ 26,767,000	$ 48,381,000	$ 44,371,000
Cash and cash equivalents		49,429,000	$ 105,506,000		49,429,000		$ 105,506,000
Total current assets		55,181,000	108,979,000		55,181,000		108,979,000
Total current liabilities		10,984,000	19,827,000		10,984,000		19,827,000
Working capital		44,197,000	$ 89,152,000		44,197,000		$ 89,152,000
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe					906,000
Total operating loss		(7,654,000)		7,057,000	(17,872,000)	1,935,000
Net loss		(7,179,000)		5,597,000	(19,380,000)	74,000
Other
Total revenue, net		4,000			4,000	14,000
Travel, health and wellness brand, treat
Net loss		$ 1,290,000			$ 4,049,000
XpresSpa
Number of hours worked per day during post-pandemic time \| item		8			8
Number of hours worked pre-pandemic time \| item		16			16
Total operating loss		$ (2,508,000)		(1,595,000)	$ (8,921,000)	(4,828,000)
XpresSpa \| United States
Number of operating locations \| location		20			20
Number of location reopenings planned \| location					2
XpresSpa \| Non-US
Number of airport locations \| location		8			8
XpresTest
Number of operating locations \| location		8			8
Number of non performing wellness centers \| Center		5			5
Number of wellness centers assimilated to treat segment \| Center		2			2
Number of airports \| item		8			8
Impairment of related long-lived assets		$ 1,040,000
Total operating loss		(1,692,000)		12,015,000	$ 2,576,000	14,597,000
XpresTest \| Bio-surveillance Monitoring \| United States
Number of airport locations \| item			4				4
Treat
Total operating loss		(1,282,000)		$ (2,305,000)	(4,038,000)	$ (4,115,000)
HyperPointe
Payments to acquire business	$ 7,121,000
Issuance of Common Stock on acquisition of gcg Connect, LLC, d/b/a HyperPointe	906,000
Settlement of intercompany accounts payable	770,000
Fair value of potential earnout	$ 0	$ 0			$ 0
Timeframe within which potential additional earnout payments to be made for Business acquisition	3 years
HyperPointe \| Maximum [Member]
Business acquisition, potential additional earnout payments	$ 7,500,000
Orlando International Airport \| XpresTest
Number of operating locations \| location		1			1
Austin-Bergstrom International Airport \| XpresSpa
Number of Franchise Locations Sold \| location					2
Dubai International Airport \| Non-US
Number of operating locations \| location		3			3
Schiphol Amsterdam Airport \| Non-US
Number of operating locations \| location		3			3
Istanbul Airport \| Non-US
Number of operating locations \| location		2			2
Number of location reopenings planned \| location					5
Number Of Location Expected to be Open \| location		2			2
Subsequent event \| Istanbul Airport \| Non-US
Number of location opened \| location									3
CDC Program Options and Public Health Services [Member] \| XpresTest
Unrecognized revenue		$ 16,000			$ 16,000
Total revenue, net		916,000
CDC Program Options and Public Health Services [Member] \| XpresTest \| Passenger and Aircraft Wastewater Sample Collection
Contract with customer, liability, current		6,761,000			6,761,000
CDC Program Options and Public Health Services [Member] \| XpresTest \| Traveler Enrollment Initiatives
Contract with customer, liability, current		570,000			570,000
CDC Program Options and Public Health Services [Member] \| XpresTest \| Minimum [Member]
Unrecognized revenue		61,000			61,000
Centers for Disease Control and Prevention [Member] \| XpresTest
Revenue contract amount							$ 2,001,000
Unrecognized revenue		$ 5,534,000			5,534,000					$ 5,534,000
Revenue recognized			$ 1,368,000		$ 4,166,000
Series A Convertible Preferred stock
Preferred stock, par value \| $ / shares								$ 0.01
Preferred stock, authorized \| shares								6,968
Preferred stock, outstanding \| shares								0
Series D Convertible Preferred Stock
Preferred stock, par value \| $ / shares								$ 0.01
Preferred stock, authorized \| shares								500,000
Preferred stock, outstanding \| shares								0
Series E Convertible Preferred Stock.
Preferred stock, par value \| $ / shares								$ 0.01
Preferred stock, authorized \| shares								2,397,060
Preferred stock, outstanding \| shares								0
Series F Convertible Preferred Stock.
Preferred stock, par value \| $ / shares								$ 0.01
Preferred stock, authorized \| shares								9,000
Preferred stock, outstanding \| shares								0