XWELL Announces Plans to File Form 12b-25 to Extend Filing Date of its Form 10-K And Provides Preliminary FY2022 Operating Update
31 March 2023 - 7:30AM
XWELL, Inc. (Nasdaq: XWEL) (“XWELL” or the “Company”), an authority
in health and wellness solutions for people on the go, today
announced plans to file a Form 12b-25 with the U.S. Securities and
Exchange Commission regarding its Annual Report on Form 10-K for
the year ended December 31, 2022. The Company requires additional
time to complete a review in accordance with generally accepted
accounting principles to assess the amount of a non-cash impairment
charge required for the fourth quarter of 2022. The Form 12b-25
provides the Company with an additional 15 calendar days to
complete its assessment and allows its independent registered
public accounting firm extra time to complete its audit of the
Company’s financial statements before filing its Form 10-K.
The Company currently anticipates filing the
2022 Form 10-K as soon as practicable and expects that, in
compliance with Rule 12b-25, it will be filed no later than April
17, 2023. XWELL will make a subsequent press release to schedule
the date and time of its fourth quarter conference call once the
filing date of its Form 10-K is confirmed.
“The Company continues to work diligently to
complete its impairment review and to assist its auditors with
their completion of the audit of our financial statements,”
commented Scott Milford, XWELL’s Chief Executive Officer.
“Operationally, as outlined in our December letter to shareholders,
XWELL has made steady progress executing against the Company’s
business strategy. This includes creating a leaner and more
profitable Spa business domestically and internationally, growing
our existing health division through expanded support of the CDC
program and bio-surveillance efforts, exploring opportunities to
invest in health and wellness business growth outside the airport
and efficiently leveraging our capital and optimizing our cost
structure to ensure we can fund our future.” Mr. Milford added,
“XWELL enters 2023 positioned to capitalize on our growth goals and
I’m quite excited about our path ahead."
The Company also announced preliminary unaudited
financial results for the fiscal year ended December 31, 2022.
Selected Preliminary Fiscal Year 2022
Financial Update
- Fiscal year 2022 total revenue is
projected to total approximately $56 million, primarily consisting
of $15 million in revenue from our XpresSpa and Treat segments,
approximately $32 million from XpresCheck locations, approximately
$7 million in revenue from our bio-surveillance partnership, and
approximately $2 million from HyperPointe.
- Cost of sales for fiscal year 2022
is projected to increase to $44 million from $41 million in the
prior year, primarily as a result of reopening several spas in the
US, the opening of four spas in Turkey and the acquisition of
Hyperpointe offset by the closure of several underperforming
XpresCheck locations in Q4 2022.
- Gross Profit declined from
approximately 44% in 2021 to approximately 22% in 2022, primarily
as a result of the decline testing volumes in the XpresTest
segment.
- General and administrative expenses
are expected to approximate $31 million, compared with $24 million
in the prior year.
- As reported in the second quarter
2022 10-Q, G&A expenses for the first half of 2022 were
approximately $9 million higher than the same period during the
prior year.
- Demonstrating the effect of the
Company’s cost savings initiatives, projected G&A expenses for
the second half of 2022 will reflect an approximate $4 million
savings when compared with the first half of 2022 and an
approximate $2 million savings when compared to the same period in
2021.
- Cash and cash equivalents of
approximately $42 million.
Recent Operating Update
- Opened 5 XpresSpa locations at
Turkey’s Istanbul Airport; additional growth in Abu Dhabi during
the third quarter of 2023.
- Opening new XpresSpa at
Philadelphia International Airport in 2023.
- Scaled new retail products and
integrated innovative health and wellness technologies, including
fully autonomous HydroMassage and Human Touch® hands-free massage
equipment as well as AI-powered express manicure units. These three
partnerships are designed to drive customer engagement, strengthen
brand presence, and increase foot traffic.
- Expanded support for the Centers
for Disease Control and Prevention’s (CDC’s) Traveler-based Genomic
Surveillance program to include a pilot study monitoring influenza
viruses in addition to SARS-CoV-2.
- Continue to engage with Benchmark
to help identify potential acquisition targets.
- Reduced cash operating costs with
the closure of underperforming XpresCheck locations and the closure
of Treat at Phoenix Sky Harbor International Airport.
About XWELL, Inc.
XWELL, Inc. (Nasdaq: XWEL) is a leading
global health and wellness holding company operating four brands:
XpresSpa®, Treat, XpresCheck® and HyperPointe™
- XpresSpa is a leading airport
retailer of wellness services and related products, with 35
locations in 15 airports globally.
- Treat is a travel health and
wellness brand and a fully integrated concept blending technology
with traditional brick and mortar offerings to provide a holistic
approach to physical and mental well-being for travelers.
- XpresCheck is a provider of COVID-19
screening and diagnostic testing in partnership with the CDC and
Concentric by Ginkgo, conducting bio-surveillance monitoring in its
airport locations to identify new SARS-CoV2 variants of interest
and concern as well as other pathogens entering the country from
across the world.
- HyperPointe is a leading digital
healthcare and data analytics relationship company serving the
global healthcare industry.
Forward-Looking
StatementsExcept for historical information contained
herein, this press release contains "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933,
and Section 21E of the Securities Exchange Act of 1934. These
include statements preceded by, followed by or that otherwise
include the words "believes," "expects," "anticipates,"
"estimates," "projects," "intends," "should," "seeks," "future,"
"continue," or the negative of such terms, or other comparable
terminology. Forward-looking statements relating to expectations
about future results or events are based upon information available
to XWELL as of today's date and are not guarantees of the future
performance of the Company, and are subject to a number of risks
and uncertainties that may cause actual results to vary materially
from the results and expectations discussed. The risks include, but
are not limited to, unexpected changes arising during the ongoing
quarterly and year-end review procedures. Additional information
concerning these and other risks is contained in the Company’s most
recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, and other Securities and Exchange
Commission filings (some of which reports were filed under the
Company’s former name, XpresSpa Group, Inc., prior to its
previously announced name change effective October 25, 2022). All
subsequent written and oral forward-looking statements concerning
XWELL, or other matters and attributable to XWELL or any person
acting on its behalf are expressly qualified in their entirety by
the cautionary statements above. The forward-looking statements in
this Form 12b-25 are made as of the date of this press release, and
XWELL does not undertake any obligation to publicly update any of
these forward-looking statements to reflect events or circumstances
that may arise after the date hereof.
MediaHeather
Tidwell MWW htidwell@mww.com
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