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General | 12 Months Ended
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Dec. 31, 2021
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General | ​ Note 1. General Overview XpresSpa Group, Inc. (“XpresSpa Group”) is a leading global travel health and wellness services holding company. XpresSpa Group currently has three reportable operating segments: XpresSpa, XpresTest, and Treat. ​ XpresSpa has been a global airport retailer of spa services through its XpresSpa spa locations, offering travelers premium spa services, including massage, nail and skin care, as well as spa and travel products (“XpresSpa”). ​ Due to the COVID-19 Outbreak, effective March 24, 2020, the Company temporarily closed all global spa locations, largely due to the categorization of our spa locations by local jurisdictions as “non-essential services”. Normal market conditions and travel behavior were negatively impacted by the COVID-19 outbreak. Similar to many businesses in the travel sector, the Company’s business has been materially and adversely impacted by the COVID-19 outbreak. Most of the domestic travel restrictions have been lifted as of December 31, 2021 and the Company believes that travel conditions are slowly returning to normal. The Company has reopened sixteen locations out of its total domestic portfolio of 31 Spas. As travel slowly returns, the Company’s intention is to continue to review its portfolio and reopen spas once airport traffic returns to sufficient levels to support its operations and achieve adequate unit-level economics, including acceptable profit levels as well as serves our longer-term strategy of offering fully integrated health and wellness services. ​ Since the beginning of the temporary closure of XpresSpa locations, the Company through XpresSpa Group’s subsidiary XpresTest, Inc. (“XpresTest”), launched XpresCheck Wellness Centers, also in airports. XpresCheck offers COVID-19 and other medical diagnostic testing services to the traveling public, as well as airline, airport and concessionaire employees, and TSA and U.S. Customs and Border Protection agents. XpresTest has entered into managed services agreements (“MSAs”) with professional medical services companies that provide health care services to patients. The medical services companies pay XpresTest a monthly fee to operate in the XpresCheck Wellness Centers. Under the terms of MSAs, the Company provides office space, equipment, supplies, non-licensed staff, and management services in return for a management fee. Effective July 1, 2021, the Company determined that the PLLCs are VIEs due to their equity holders having insufficient capital at risk, and the Company having a variable interest and a primary beneficiary in the PLLCs. ​ While management has used all currently available information in assessing the Company’s business prospects, the ultimate impact of the COVID-19 pandemic and its XpresCheck Wellness Centers on its results of operations, financial condition and cash flows remains uncertain. The success or failure of the Company’s XpresCheck Wellness Centers could also have a material effect on the Company’s business. Recent Developments XpresCheck Wellness Centers XpresCheck’s business has management services agreements with state licensed physicians and nurse practitioners, under which we administer COVID-19 testing options, including a Polymerase Chain Reaction (PCR) test and a rapid PCR test. As of the date of this report, there are 15 operating XpresCheck locations operating in 12 airports, including following locations opened since December 31, 2020: ​
| ● | On January 12, 2021, the Company opened its second XpresCheck Wellness Center at Boston’s Logan International Airport. It contains seven separate testing rooms to provide diagnostic COVID-19 testing.
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| ● | On January 20, 2021, the Company announced the opening of an XpresCheck Wellness Center at Salt Lake City International Airport. It contains four separate testing rooms to provide diagnostic COVID-19 testing.
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| ● | On February 16, 2021, the Company announced the opening of our second XpresCheck Wellness Center facility at Newark Liberty International Airport. It contains four separate testing rooms to provide diagnostic COVID-19 testing.
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| ● | On March 8, 2021, the Company announced the opening of an XpresCheck Wellness Center at Houston George Bush Intercontinental Airport. It contains four separate testing rooms to provide diagnostic COVID-19 testing.
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| ● | On March 15, 2021, the Company announced the opening of XpresCheck Wellness Centers at Dulles International and Reagan National Airports in Virginia, containing nine and four separate testing rooms, respectively, to provide diagnostic COVID-19 testing.
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| ● | On April 8, 2021, the Company announced the opening of an XpresCheck Wellness Center at Seattle-Tacoma International Airport. It contains eight separate testing rooms to provide diagnostic COVID-19 testing.
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| ● | On April 21, 2021, the Company announced the opening of an XpresCheck Wellness Center at San Francisco International Airport. It contains nine separate testing rooms to provide diagnostic COVID-19 testing.
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| ● | On October 13, 2021, the Company opened an XpresCheck Wellness Center at Hartsfield-Jackson Atlanta International Airport (ATL) Concourse E, converting a legacy XpresSpa located in Concourse E. It contains six separate testing rooms to provide diagnostic COVID-19 testing.
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| ● | In February 2022, a second XpresCheck Wellness Center opened at Denver International Airport, pre-security in the Great Hall. It contains six separate testing rooms to provide diagnostic COVID-19 testing.
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| ● | In March 2022, the Company opened an XpresCheck Wellness Center in Orlando International Airport, pre-security, in the South Walk area of the Main Terminal. It contains five separate testing rooms to provide diagnostic COVID-19 testing.
​ During 2021, XpresCheck initiated a $2,001 eight-week pilot program with the Centers for Disease Control and Prevention (CDC) in collaboration with Concentric by Ginkgo. Under this program, XpresCheck is conducting biosurveillance monitoring at four major U.S. airports (JFK International Airport, Newark Liberty International Airport, San Francisco International Airport, and Hartsfield-Jackson Atlanta International Airport) aimed at identifying existing and new SARS-CoV-2 variants. On January 31, 2022, the Company announced the extension of the program, bringing the total contract to $5,534. Approximately $1,557 of the original $2,001 in revenue was recognized during the fourth quarter of 2021. We anticipate the remaining $3,977 of the full $5,534 amount will be realized in the first and second quarters of 2022. XpresSpa Premium Spa Services There are currently sixteen operating XpresSpa domestic locations (including the Company’s franchise location in Austin-Bergstrom International Airport) and the Company expects to re-open four additional domestic locations in the near-term. A majority of the domestic XpresSpa locations are operating approximately eight hours per day during the busiest hours (compared to up to sixteen hours per day pre-pandemic). Additionally, XpresSpa implemented a price increase in mid-October 2021 in its efforts to return to profitability. And as airport volumes improve, the Company will continue to review operating hours to optimize revenue opportunity. During the fourth quarter, the Company began testing several new services to take advantage of a growing interest in non-traditional spa services and expansion of our retail offering to align more closely with the services we provide. The Company is evaluating the success of these new initiatives at each airport on an on-going basis and will incorporate changes to our approach as more of the portfolio is reactivated. There are also six international locations operating, including three XpresSpa locations in Dubai International Airport in the United Arab Emirates and three XpresSpa locations in Schiphol Amsterdam Airport in the Netherlands. The Company has also signed for five locations at Istanbul Airport and expect to open the first store this summer. ​ ​ Treat ​ Treat is the Company’s new travel, health and wellness brand transforming the way one accesses care through a suite of health and wellness services supported by an integrated digital platform and a relevant retail offering to the traveling public. Treat’s on-site centers (currently located in JFK International Airport and opening soon in Phoenix Sky Harbor International Airport and later this year in Salt Lake City International Airport) provide access to health and wellness services for travelers. The Company’s teams provide travel-related diagnostic testing for virus, cold, flu and other illnesses as well as hydration therapy, IV Drips, and vitamin injections. Travelers can purchase time blocks to use the Company’s wellness rooms to engage in interactive services like self-guided yoga, meditation and low impact weight exercises or to relax and unplug from the hectic pace of the airport and renew themselves before or after their trip. Treat offers a website (www.treat.com) and mobile app to complement the offering with relevant health and wellness content designed to help people on the go with information that could impact their travel. The platform provides travelers access to a comprehensive online marketplace of services including global illness tracker tools such as the COVID-19 Requirements Map, on-demand chat care by licensed providers, a health wallet to store personal and family health records (including COVID-19 testing results), and a scheduler to arrange for direct care at one of our on-site locations. ​ ​ Liquidity and Financial Condition As of December 31, 2021, the Company had approximately $105,506 of cash and cash equivalents, and total current assets of approximately $108,979. The Company's total current liabilities balance, which includes accounts payable, deferred revenue, accrued expenses, and the current portions of its promissory note and operating lease liabilities was approximately $19,827 as of December 31, 2021. The working capital was $89,152 as of December 31, 2021, compared to a working capital of $78,302 as of December 31, 2020. The Company has aggressively reduced operating and overhead expenses in the XpresSpa brand, while it continues to focus on its overall profitability, resulting in generation of positive cash flows from operations, The Company has taken actions to improve its overall cash position and access to liquidity through equity offerings and debt retirements, by exploring valuable strategic partnerships, right sizing its corporate structure and streamlining its operations. During 2021, holders of our December 2020 Investor Warrants, December 2020 Placement Agent Warrants and December 2020 Placement Agent Tail Fee Warrants exercised a total of 11,273,529 warrants for shares of our common stock. We received gross proceeds of approximately $19,245. In accordance with our placement agent agreements with H.C. Wainwright & Co., LLC and Palladium, we paid cash fees of $2,162 and issued 846,588 warrants to H.C. Wainwright & Co., LLC at an exercise price of $2.125 per share and 325,500 warrants to Palladium at an exercise price of $1.70 per share. See Note 12. Stockholders’ Equity for related discussion. Airport Rent Concessions The Company has received rent concessions from landlords on a majority of its leases, allowing for the relief of minimum guaranteed payments in exchange for percentage-of-revenue rent or providing relief from rent through payment deferrals. Currently, the period of relief from these payments range from three-to twenty eight-months and began in March 2020. The Company received minimum guaranteed payment concession of approximately $2,078 and $2,107, respectively, in years ended December 31, 2021 and 2020. ​

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