XWELL, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>XWELL, Inc. filed its 2023 10-K, detailing financial performance, past name changes, and specific asset valuations.</b>

AI Summary

XWELL, Inc. (XWEL) filed a Annual Report (10-K) with the SEC on April 16, 2024. XWELL, Inc. reported financial results for the fiscal year ended December 31, 2023. The company's former name was XpresSpa Group, Inc. and Form Holdings, Inc. The filing includes details on impairment of long-lived assets held for use. Specific mentions of airport locations like Zayad International Airport, Schiphol Amsterdam Airport, Istanbul Airport, and Dubai International Airport. The report details valuation inputs for NaplesWaxLlc, including royalty rates and revenue attributable to intangible assets.

Why It Matters

For investors and stakeholders tracking XWELL, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of XWELL's financial health and operational details for the fiscal year 2023, crucial for investors assessing the company's current standing. The inclusion of specific airport locations and valuation inputs for subsidiaries like NaplesWaxLlc offers granular insights into the company's business segments and asset management strategies.

Risk Assessment

Risk Level: medium — XWELL, Inc. shows moderate risk based on this filing. The company has undergone several name changes and the filing details specific valuation inputs for subsidiaries, suggesting potential complexity in financial reporting and asset valuation that warrants careful review.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand the company's performance and future outlook.

Financial Highlights

revenue

4161613

total Assets

4174381

revenue Growth

0.05

Key Numbers

• 20231231 — Fiscal Year End (Reporting period)
• 20240416 — Filing Date (Date of submission)
• 001-34785 — SEC File Number (Company's SEC file number)
• 212 750-9595 — Business Phone (Contact number)

Key Players & Entities

• XWELL, Inc. (company) — Filer name
• XpresSpa Group, Inc. (company) — Former company name
• Form Holdings, Inc. (company) — Former company name
• Zayad International Airport (company) — Airport location mentioned
• Schiphol Amsterdam Airport (company) — Airport location mentioned
• Istanbul Airport (company) — Airport location mentioned
• Dubai International Airport (company) — Airport location mentioned
• NaplesWaxLlc (company) — Subsidiary mentioned for valuation

FAQ

Risk Factors

• Impairment of Long-Lived Assets [medium — financial]: The filing discusses impairment of long-lived assets held for use, indicating potential write-downs or revaluations.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-04-16: Filing Date — Date the 10-K was officially filed with the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This is the primary document type filed, containing the company's audited financial statements and business overview.)

Impairment of Long-Lived Assets

A reduction in the carrying value of an asset when its recoverable amount is less than its carrying amount. (Indicates potential financial distress or revaluation of company assets.)

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share XWEL The Nasdaq Stock Mar
• $4.00 — reference to the closing sale price of $4.00 per share on the Nasdaq Stock Market LL
• $5,537 — program, bringing the total contract to $5,537. As of August 2022, the program was ren
• $7,330 — nitiated which represents approximately $7,330 in revenue (for the first year) for the
• $7,044 — ne-year extension totaled approximately $7,044. In March 2024, the program funding and
• $4,000 — pe were expanded, a revenue increase of $4,000, to an estimated $11,044 in revenue for
• $11,044 — nue increase of $4,000, to an estimated $11,044 in revenue for XpresTest with new colle
• $1,624 — ues in Florida, for a purchase price of $1,624. Aiming to provide a memorable customer

Filing Documents

• xwel-20231231x10k.htm (10-K) — 3103KB
• xwel-20231231xex21d1.htm (EX-21.1) — 33KB
• xwel-20231231xex23d1.htm (EX-23.1) — 3KB
• xwel-20231231xex31d1.htm (EX-31.1) — 10KB
• xwel-20231231xex31d2.htm (EX-31.2) — 10KB
• xwel-20231231xex32.htm (EX-32) — 7KB
• xwel-20231231xex97.htm (EX-97) — 42KB
• 0001558370-24-005211.txt (&nbsp;) — 15156KB
• xwel-20231231.xsd (EX-101.SCH) — 74KB
• xwel-20231231_cal.xml (EX-101.CAL) — 90KB
• xwel-20231231_def.xml (EX-101.DEF) — 369KB
• xwel-20231231_lab.xml (EX-101.LAB) — 623KB
• xwel-20231231_pre.xml (EX-101.PRE) — 571KB
• xwel-20231231x10k_htm.xml (XML) — 3533KB

BUSINESS

ITEM 1. BUSINESS 4

RISK FACTORS

ITEM 1A. RISK FACTORS 8

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS 31

CYBERSECURITY

ITEM 1C. CYBERSECURITY 31

PROPERTIES

ITEM 2. PROPERTIES 33

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS 33

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES 33 PART II 34

MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 34

[RESERVED]

ITEM 6. [RESERVED] 34

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 35

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 40

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 40

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 40 PART III 43

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 43

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 43

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 43

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 43

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 43 PART IV 44

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 44

FORM 10-K SUMMARY

ITEM 16. FORM 10-K SUMMARY 49

SIGNATURES

SIGNATURES 50 1 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate, among other matters, to our anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters. These risks and uncertainties, many of which are beyond our control, include, but are not limited to, the following: the adverse effects of public health epidemics, similar to the coronavirus outbreak, on our business, results of operations and financial condition; our material weaknesses we identified in our internal control over financial reporting, our efforts to remediate such material weaknesses and the timing of remediation; the Restatement of our financial statements for Q3 2023 and the impact of such Restatement on our future financial statements and other financial measures (each as defined herein); our ability to develop and offer new products and services; our ability to effectively deploy our available cash resources, as well as our ability raise additional capital to fund our operations and business plan, to the extent necessary; general economic conditions and level of consumer and corporate spending on health, wellness and travel; our ability to secure new locations, maintain XpresSpa, Naples Wax, Treat and CDC Bio surveillance testing locations, and ensure continued customer traffic at those locations; our ability to hire a skilled labor force and the costs associated with that labor; our ability to accurately forecast the costs associated with opening new retail locations and maintaining or converting existing ones, and the revenue derived from our retail locations; performance by our Airport Concession Disadvantaged Business Enterprise partners on obligations set forth

BUSINESS

ITEM 1. BUSINESS Overview XWELL is a global wellness company operating multiple brands and focused on bringing restorative, regenerative and reinvigorating products and services to travelers. XWELL currently has four reportable operating segments: XpresSpa, XpresTest, Naples Wax Center and Treat. 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". The Company filed an amended and restated certificate of incorporation with the Delaware Secretary of State on October 24, 2022 (the "Amended and Restated Certificate") reflecting the name change. Rebranding to XWELL aligned the Company's corporate strategy to build a pure-play wellness services company, in both the airport and off-airport marketplaces. XpresSpa 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. As of December 31, 2023, there were 21 domestic XpressSpa locations in total, 19 Company-owned locations and two franchises. The Company also had 11 international locations operating as of December 31, 2023, including two XpresSpa locations in Dubai International Airport in the United Arab Emirates, one XpresSpa location in Zayad International Airport in Abu Dhabi, UAE, three XpresSpa locations in Schiphol Amsterdam Airport in the Netherlands and five XpresSpa locations in the Istanbul Airport in Turkey. XpresTest The Company, in partnership with certain COVID-19 testing partners, successfully launched its XpresCheck Wellness Centers, in June of 2020, through its XpresTest, Inc. subsidiary ("XpresTest"), which offered COVID-19 and other medical

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View this 10-K filing on SEC EDGAR