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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

    ☐

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to

Commission File Number: 001-38843

OneSpaWorld Holdings Limited

(Exact name of registrant as specified in its charter)


Commonwealth of The Bahamas		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Harry B. Sands, Lobosky Management Co. Ltd. Office Number 2 Pineapple Business Park Airport Industrial Park P.O. Box N-624 Nassau, Island of New Providence, Commonwealth of The Bahamas		Not Applicable
(Address of principal executive offices)		(Zip Code)

(242) 322-2670

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange
on which registered

    Common Shares, par value (U.S.)
$0.0001 per share

    OSW

    The Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 28, 2024, the registrant had 103,981,942 voting common shares issued and outstanding.

OneSpaWorld Holdings Limited

Table of Contents


		Page
PART I - FINANCIAL INFORMATION		1

Item 1.	Unaudited Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29

Item 4.	Controls and Procedures	29

PART II - OTHER INFORMATION		30

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	30

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)



	As of
	September 30, 2024			December 31, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	48,795		$	27,704
Restricted cash		1,198			1,198
Accounts receivable, net		42,245			40,784
Inventories, net		43,398			47,504
Prepaid expenses		4,327			3,172
Other current assets		4,765			6,360
Total current assets		144,728			126,722
Property and equipment, net		15,503			15,006
Operating lease right-of-use assets, net		14,629			12,132
Intangible assets, net		534,536			546,968
OTHER ASSETS:
Deferred tax asset		2,340			2,340
Other non-current assets		22,293			2,972
Total other assets		24,633			5,312
Total assets	$	734,029		$	706,140
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Accounts payable	$	29,829		$	31,705
Accrued expenses		42,013			45,991
Current portion of operating leases		2,500			2,264
Current portion of long-term debt		3,750			—
Other current liabilities		675			899
Total current liabilities		78,767			80,859
Warrant liabilities		—			20,400
Other long-term liabilities		7,793			2,449
Long-term operating leases		12,433			10,156
Long-term debt, net		94,917			158,207
Total liabilities		193,910			272,071
Commitments and contingencies (Note 12)
SHAREHOLDERS' EQUITY:
Common stock:
Voting common stock, $0.0001 par value; 225,000,000 shares authorized, 103,981,942 issued and outstanding at September 30, 2024 and 99,734,672 shares issued and outstanding at December 31, 2023		10			10
Additional paid-in capital		835,230			777,062
Accumulated deficit		(294,277	)		(344,458	)
Accumulated other comprehensive (loss) income		(844	)		1,455
Total shareholders' equity		540,119			434,069
Total liabilities and shareholders' equity	$	734,029		$	706,140

The accompanying notes are an integral part of the condensed consolidated financial statements.

ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
REVENUES:
Service revenues	$	194,407		$	175,849		$	547,462		$	489,204
Product revenues		47,289			40,422			130,351			110,035
Total revenues		241,696			216,271			677,813			599,239
COST OF REVENUES AND OPERATING EXPENSES:
Cost of services		159,598			146,128			454,424			409,648
Cost of products		40,147			34,477			110,815			94,949
Administrative		4,238			4,673			13,035			12,762
Salary, benefits and payroll taxes		8,556			9,833			26,279			27,708
Amortization of intangible assets		4,144			4,206			12,431			12,618
Total cost of revenues and operating expenses		216,683			199,317			616,984			557,685
Income from operations		25,013			16,954			60,829			41,554
OTHER (EXPENSE) INCOME
Interest expense, net		(2,496	)		(3,726	)		(7,672	)		(12,688	)
Change in fair value of warrant liabilities		—			7,365			7,677			(26,736	)
Total other (expense) income		(2,496	)		3,639			5			(39,424	)
Income before income tax expense (benefit)		22,517			20,593			60,834			2,130
INCOME TAX EXPENSE (BENEFIT)		966			(2,818	)		2,358			(2,200	)
NET INCOME	$	21,551		$	23,411		$	58,476		$	4,330
NET INCOME PER SHARE
Basic	$	0.21		$	0.23		$	0.56		$	0.04
Diluted	$	0.20		$	0.16		$	0.56		$	0.04
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic		104,884			99,963			103,824			96,975
Diluted		105,587			101,369			104,762			96,975

The accompanying notes are an integral part of the condensed consolidated financial statements.

ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net income	$	21,551		$	23,411		$	58,476		$	4,330
Other comprehensive loss, net of tax:
Foreign currency translation adjustments		263			(126	)		148			110
Cash flows hedges:
Net unrealized (loss) gain on derivative		(42	)		240			300			1,062
Amount realized and reclassified into earnings		(855	)		(936	)		(2,747	)		(2,530	)
Total other comprehensive loss, net of tax		(634	)		(822	)		(2,299	)		(1,358	)
Total comprehensive income	$	20,917		$	22,589		$	56,177		$	2,972

The accompanying notes are an integral part of the condensed consolidated financial statements.

ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(in thousands)


				Three Months Ended September 30, 2024
	Issued Common Shares			Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Shareholders’ equity
BALANCE, June 30, 2024		104,714		$	10	$	843,416		$	(210	)	$	(310,565	)	$	532,651
Net income		—			—		—			—			21,551			21,551
Stock-based compensation		—			—		1,974			—			—			1,974
Foreign currency translation adjustment		—			—		—			263			—			263
Unrecognized loss on derivatives		—			—		—			(897	)		—			(897	)
Repurchase and retirement of common shares (1)		(745	)		—		(5,988	)		—			(5,263	)		(11,251	)
Dividends (1)		—			—		(4,172	)		—			—			(4,172	)
Common shares issued due to warrants exercised (1)		13			—		—			—			—			—
BALANCE, September 30, 2024		103,982		$	10	$	835,230		$	(844	)	$	(294,277	)	$	540,119

				Nine Months Ended September 30, 2024
	Issued Common Shares			Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Shareholders’ equity
BALANCE, December 31, 2023		99,735		$	10	$	777,062		$	1,455		$	(344,458	)	$	434,069
Net income		—			—		—			—			58,476			58,476
Stock-based compensation		—			—		6,163			—			—			6,163
Foreign currency translation adjustment		—			—		—			148			—			148
Repurchase and retirement of common shares (1)		(1,351	)		—		(10,693	)		—			(8,295	)		(18,988	)
Unrecognized loss on derivatives		—			—		—			(2,447	)		—			(2,447	)
Accrued dividends cancelled on common stock (1)		—			—		2,449			—			—			2,449
Exercise of Sponsor and Public Warrants (2)		4,503			—		57,628			—			—			57,628
Cashless exercise of 2020 PIPE Warrants (3)		497			—		6,793			—			—			6,793
Dividends		—			—		(4,172	)		—			—			(4,172	)
Common shares issued under equity incentive plan		598			—		—			—			—			—
BALANCE, September 30, 2024		103,982		$	10	$	835,230		$	(844	)	$	(294,277	)	$	540,119

(1) See Note 5 – “Warrants Liabilities and Equity” for further details.
(2) The exercise of Sponsor and Public Warrants includes $51.7 million of cash received and a reduction of Warrant liabilities related to the exercise of the Sponsor and Public Warrants. See Note 5 – “Warrant Liabilities and Equity” for further details.
(3) As a result of the 2020 PIPE Warrants exercised on a cashless basis, the Warrant liability of $6.8 million was reclassified to Additional paid-in capital. See Note 5 – “Warrants Liabilities and Equity” for further details.

The accompanying notes are an integral part of the condensed consolidated financial statements.

ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(in thousands)

(CONTINUED)


						Three Months Ended September 30, 2023
	Issued Common Voting Shares		Issued Common Non-Voting Shares			Voting and Non-Voting Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income			Accumulated Deficit			Total Shareholders’ equity
BALANCE, June 30, 2023		99,470		—		$	10	$	777,275	$	3,261		$	(357,690	)	$	422,856
Net income		—		—			—		—		—			23,411			23,411
Stock-based compensation		—		—			—		2,197		—			—			2,197
Foreign currency translation adjustment		—		—			—		—		(126	)		—			(126	)
Unrecognized loss on derivatives		—		—			—		—		(696	)		—			(696	)
Cashless exercise of warrants		31		—			—		435		—			—			435
Common shares issued under equity incentive plan		410		—			—		—		—			—			—
BALANCE, September 30, 2023		99,911		—		$	10	$	779,907	$	2,439		$	(334,279	)	$	448,077

						Nine Months Ended September 30, 2023
	Issued Common Voting Shares		Issued Common Non-Voting Shares			Voting and Non-Voting Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income			Accumulated Deficit			Total Shareholders’ equity
BALANCE, December 31, 2022		79,544		13,422		$	9	$	700,612	$	3,797		$	(338,609	)	$	365,809
Net income		—		—			—		—		—			4,330			4,330
Stock-based compensation		—		—			—		7,045		—			—			7,045
Foreign currency translation adjustment		—		—			—		—		110			—			110
Unrecognized loss on derivatives		—		—			—		—		(1,468	)		—			(1,468	)
Exchange of warrants into common shares		3,854		—			1		45,260		—			—			45,261
Exercise of warrants (1)		194		—			—		2,620		—			—			2,620
Cashless exercise of warrants		84		2,123			—		24,370		—			—			24,370
Common shares issued under equity incentive plan		690		—			—		—		—			—			—
Conversion of non-voting common shares into voting shares		15,545		(15,545	)		—		—		—			—			—
BALANCE, September 30, 2023		99,911		—		$	10	$	779,907	$	2,439		$	(334,279	)	$	448,077

(1) The exercise of Warrants includes $2.2 million of cash received and a reduction of Warrant liabilities related to the exercise of the Warrants .

The accompanying notes are an integral part of the condensed consolidated financial statements.

ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Nine Months Ended September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	58,476		$	4,330
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		18,090			16,498
Amortization of deferred financing costs		704			1,226
Losses on early extinguishment of debt		735			—
Change in fair value of warrant liabilities		(7,677	)		26,736
Stock-based compensation		6,163			7,045
Income tax benefit from change in reserve of uncertain tax positions		—			(3,440	)
Provision for doubtful accounts		14			55
Loss from write-offs of property and equipment		67			20
Noncash lease expense		16			61
Deferred income taxes		—			227
Changes in:
Accounts receivable, net		(1,475	)		(14,191	)
Inventories, net		4,106			(4,008	)
Prepaid expenses		(1,155	)		(1,123	)
Other current assets		(392	)		150
Other non-current assets		(22,100	)		(364	)
Accounts payable		(1,876	)		7,490
Accrued expenses		1,442			6,164
Other current liabilities		(224	)		(67	)
Income tax contingency		—			(472	)
Other long-term liabilities		7,333			—
Net cash provided by operating activities		62,247			46,337
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(3,433	)		(2,871	)
Net cash used in investing activities		(3,433	)		(2,871	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of warrants		51,698			2,216
Proceeds from term loan facility		100,000			—
Repayment on first and second lien term loan facilities		(159,639	)		(51,042	)
Repurchase of common shares		(18,988	)		—
Payment of deleveraging fee on first lien term loan facilities		(5,420	)		—
Dividends		(4,172	)		—
Payment of deferred financing costs		(1,340	)		—
Net cash used in financing activities		(37,861	)		(48,826	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		138			98
Net increase (decrease) in cash, cash equivalents and restricted cash		21,091			(5,262	)
Cash, cash equivalents and restricted cash, Beginning of period		28,902			33,262
Cash, cash equivalents and restricted cash, End of period	$	49,993		$	28,000

The accompanying notes are an integral part of the condensed consolidated financial statements.

ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(CONTINUED)

(Unaudited)

(in thousands)


	Nine Months Ended September 30,
	2024		2023
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes	$	3,110	$	746
Interest	$	9,678	$	17,494
Non-cash financing transactions:
Exchange of warrants into common shares	$	—	$	45,261
Cashless exercise of warrants	$	6,793	$	24,370
Accrued dividends cancelled on common stock	$	2,449	$	—

The accompanying notes are an integral part of the condensed consolidated financial statements.

ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

1. ORGANIZATION

OneSpaWorld Holdings Limited (“OneSpaWorld,” the “Company,” “we,” “us,” or “our”) is an international business company incorporated under the laws of the Commonwealth of The Bahamas. OneSpaWorld is a global provider and innovator in the fields of health and wellness, fitness and beauty. In facilities on cruise ships and in land-based resorts, the Company strives to create a relaxing and therapeutic environment where guests can receive health and wellness, fitness and beauty services and experiences of the highest quality. The Company’s services include traditional and alternative massage, body and skin treatments, fitness, acupuncture, and Medispa treatments. The Company also sells premium quality health and wellness, fitness and beauty products at its facilities and through its timetospa.com website. The predominant business, based on revenues, is sales of services and products on cruise ships and in land-based resorts, followed by sales of products through the timetospa.com website.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation, Principles of Consolidation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in quarterly financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been omitted or condensed pursuant to the SEC’s rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our unaudited financial position, results of operations and cash flows. The unaudited results of operations and cash flows of our interim periods are not necessarily indicative of the results of operations or cash flows that may be expected for the entire fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Actual results could differ from those estimates. The accompanying unaudited condensed consolidated financial statements include the condensed consolidated balance sheet and statement of operations, comprehensive income, changes in equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation.

Restricted Cash

These balances include amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of September 30, 2024 and 2023 to the total amount presented in our condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 (in thousands):


	Balance as of September 30,
	2024		2023
Cash and cash equivalents	$	48,795	$	26,802
Restricted cash		1,198		1,198
Total cash and restricted cash in the condensed consolidated statement of cash flows	$	49,993	$	28,000

Inventories

Inventories, consisting principally of beauty, health and wellness products, are stated at the lower of cost, as determined on a first-in, first-out basis, or market. All inventory balances are comprised of finished goods used in beauty and health and wellness services or held for sale to customers. Inventory reserve is recorded to write down the cost of inventory to the estimated market value. No inventory impairment charge was recorded for the three and nine months ended September 30, 2024 and 2023.

Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income adjusted for the change in fair value of warrant liabilities, if the impact is dilutive, by the weighted average number of diluted shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase common shares, and contingently issuable shares. If the Company reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, if their effect is anti-dilutive.

Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted income per share is computed by dividing net income by the weighted average number of diluted common shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase common shares. If the Company reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive.

The following table provides details underlying OneSpaWorld’s income per basic and diluted share calculation (in thousands, except per share data):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023 (a)
Numerator:
Net income	$	21,551	$	23,411		$	58,476	$	4,330
Less change in fair value of in-the-money warrant liabilities		—		(7,400	)				—
Net income, adjusted for change in fair value of warrants for diluted earnings per share	$	21,551	$	16,011		$	58,476	$	4,330
Denominator:
Weighted average shares outstanding – Basic		104,884		99,963			103,824		96,975
Dilutive effect of warrants		—		482			292		—
Dilutive effect of stock-based awards		703		924			646		—
Weighted average shares outstanding – Diluted		105,587		101,369			104,762		96,975
Net income per voting and non-voting share:
Basic	$	0.21	$	0.23		$	0.56	$	0.04
Diluted	$	0.20	$	0.16		$	0.56	$	0.04

(a) Potential common shares under the treasury stock method and the if-converted method were antidilutive because the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted income per share related to stock-based awards and warrants.

The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted income per share (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Sponsor Warrants		—		—		—		3,842
Public Warrants		—		—		—		841
2020 PIPE Warrants		—		—		—		—
Restricted stock units		—		105		—		105
Performance stock units		282		—		282		—
		282		105		282		4,788

Recent Accounting Pronouncements

With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance, to the Company. The following summary of recent accounting pronouncements is not intended to be an exhaustive description of the respective pronouncement.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included in a segment's reported measure of profit or loss; (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment; and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The Company plans to adopt ASU 2023-07 effective for the annual report on Form 10-K for the year ending December 31, 2024 and subsequent interim periods. The Company is currently assessing the expected impact of the future adoption of this guidance.

In December 2023, the FASB issued ASU No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds; (ii) disclosure of the nature, effect and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident; and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance sheet date. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted The Company is currently assessing the expected impact of the future adoption of this guidance.

3. INTANGIBLE ASSETS

Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of September 30, 2024 (in thousands, except amortization period):


	Cost		Accumulated Amortization and Impairment			Net Balance		Original Weighted Average Amortization Period (in years)
Retail concession agreements	$	604,700	$	(85,814	)	$	518,886		39
Destination resort agreements		17,900		(7,750	)		10,150		15
Trade name		6,200		(700	)		5,500	Indefinite-life
Licensing agreement		1,000		(1,000	)		-		8
	$	629,800	$	(95,264	)	$	534,536

The following is a summary of the Company’s intangible assets as of December 31, 2023 (in thousands, except amortization period):


	Cost		Accumulated Amortization and Impairment			Net Balance		Original Weighted Average Amortization Period (in years)
Retail concession agreements	$	604,700	$	(74,186	)	$	530,514		39
Destination resort agreements		17,900		(6,946	)		10,954		15
Trade name		6,200		(700	)		5,500	Indefinite-life
Licensing agreement		1,000		(1,000	)		-		8
	$	629,800	$	(82,832	)	$	546,968

The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Amortization expense for the three months ended September 30, 2024 and 2023 was $4.1 million and $4.2 million, respectively. Amortization expense for the nine months ended September 30, 2024 and 2023 was $12.4 million and $12.6 million, respectively. Amortization expense is estimated to be $16.6 million in each of the next five years beginning in 2024.

4. LONG-TERM DEBT

Long-term debt consisted of the following (in thousands, except interest rate):




	Interest Rate As of						As of
	September 30, 2024		December 31, 2023		Maturities Through		September 30, 2024			December 31, 2023
First lien term loan facility		—	9.2%			—	$	-		$	159,639
Term loan facility	6.9%			—	2029			100,000			-
Less: unamortized debt issuance cost								(1,333	)		(1,432	)
Total debt, net of unamortized debt issuance cost							$	98,667		$	158,207
Less: current portion of long-term debt							$	(3,750	)	$	-
Long-term debt, net							$	94,917		$	158,207

The following are scheduled principal repayments on long-term debt as of September 30, 2024 for each of the next five years (in thousands):


Year ending December 31,	Amount
2024	$	-
2025		5,000
2026		5,000
2027		5,000
2028		5,000
Thereafter		80,000
Total	$	100,000

On September 20, 2024 (the “Closing Date”), the Company and its subsidiaries, Dory Acquisition Sub, Inc. (“Dory Acquisition”) and OneSpaWorld (Bahamas) Limited (“OneSpaWorld Bahamas” and together with Dory Acquisition, the “Borrowers”), entered into a credit agreement (the “New Credit Agreement”) with Bank of America, N.A., as administrative agent, and certain lenders party thereto, providing for senior secured credit facilities consisting of (x) a term loan facility of $100 million (of which $70 million was borrowed by Dory Acquisition and $30 million was borrowed by OneSpaWorld Bahamas) (the “Term Loan Facility”), which was fully drawn on the Closing Date, and (y) a revolving loan facility of up to $50 million (the “Revolving Facility” and, together with the Term Loan Facility, the “Credit Facilities”), which Revolving Facility remained undrawn upon the closing of the Credit Facilities and as of September 30, 2024. The Revolving Facility includes borrowing capacity available for letters of credit up to $5 million. Any issuance of letters of credit reduces the amount available under the Revolving Facility. The Credit Facilities mature on September 20, 2029.

Loans outstanding under the Credit Facilities will accrue interest at a rate per annum equal to Term SOFR plus a margin of 1.90%, with three step ups to a maximum margin of 2.65% depending on the most recent consolidated leverage ratio of the Company and its restricted subsidiaries, and undrawn amounts under the Revolving Facility will accrue a commitment fee at a rate per annum of 0.25% on the average daily undrawn portion of the commitments thereunder, with three step ups to a maximum commitment fee of 0.40% depending on the most recent consolidated leverage ratio of the Company and its restricted subsidiaries.

The obligations under the Credit Facilities are guaranteed by the Company and each of its direct or indirect wholly-owned subsidiaries other than certain excluded subsidiaries (the “Subsidiary Guarantors”). The obligations of the Company, the Borrowers and the Subsidiary Guarantors under the Credit Facilities are secured by substantially all of their assets.

The Term Loan Facility requires the Borrowers to make certain mandatory prepayments, with (i) 100% of net cash proceeds of all non-ordinary course asset sales or other dispositions of property, subject to the ability to reinvest such proceeds and certain other exceptions, and (ii) 100% of the net cash proceeds of any debt incurrence, other than debt permitted under the definitive agreements (but excluding debt incurred to refinance the Credit Facilities). The Borrowers also are required to make quarterly amortization payments equal to 1.25% of the original principal amount of the Term Loan Facility commencing on March 31, 2025 (subject to reductions by optional and mandatory prepayments of the loans). The Borrowers may prepay the Credit Facilities at any time without premium or penalty, subject to payment of customary breakage costs.

The New Credit Agreement contains a financial covenant requiring the Company and its restricted subsidiaries to maintain a maximum consolidated total leverage ratio of 4.00 to 1.00, subject to certain exceptions, and a minimum fixed charge coverage ratio of 1.25 to 1.00. Additionally, the New Credit Agreement contains a number of customary negative covenants that restrict, among other things and in each case subject to specified exceptions, the Company's and its restricted subsidiaries' ability to: consummate consolidations, mergers and sales of assets; grant certain liens; incur additional debt; pay certain dividends; and engage in transactions with affiliates.

The New Credit Agreement also contains certain customary representations and warranties, affirmative covenants and events of default. If an event of default occurs, the lenders under the Credit Facilities are entitled to take various actions, including the acceleration of amounts due under the Credit Facilities and all actions permitted to be taken by a secured creditor.

The proceeds from the Credit Facilities were used, together with cash on hand, to repay in full the remaining principal balance of the First Lien Term Loan Facility and to pay related financing costs of the Credit Facilities. Accordingly, as of September 30, 2024, our First Lien Term Loan Facility has been fully paid and terminated. The Company recorded a loss on early extinguishment of debt of $0.7 million. This amount is reflected as part of the interest expense, net on the condensed consolidated statement of operations.

Borrowing Capacity:

As of September 30, 2024, our available borrowing capacity under the Revolving Facility was $50 million. Utilization of the borrowing capacity was as follows (in thousands):


	Borrowing Capacity		Amount Borrowed
Revolving Facility	$	50,000	$	-

5. WARRANT LIABILITIES AND EQUITY

Sponsor and Public Warrants

As of December 31, 2023, 3,823,847 and 841,414, respectively, Sponsor and Public Warrants were issued and outstanding. During the first quarter of 2024, certain holders of the Sponsor and Public Warrants elected to exercise 4,502,970 warrants for which the Company issued 4,502,970 common shares. Net cash proceeds from the exercise of the warrants amounted to $51.7 million. Immediately prior to the exercises, the Sponsor and Public Warrants exercised were remeasured to fair value, resulting in a gain of $7.4 million in "Change in fair value of warrant liabilities" on the condensed consolidated statement of operations for the nine months ended September 30, 2024 and Warrant liabilities of $5.9 million, which was then reclassified to Additional paid-in capital on the condensed consolidated balance sheet as of September 30, 2024. The Sponsor and Public Warrants expired on March 19, 2024 and there were no amounts outstanding as of September 30, 2024.

2020 PIPE Warrants

As of September 30, 2024 and December 31, 2023, zero and 828,334, respectively, 2020 PIPE Warrants were issued and outstanding. During the first quarter of 2024, certain holders of the 2020 PIPE Warrants elected to exercise 806,667 warrants on a cashless basis pursuant to the agreements governing the warrants, in exchange for which the Company issued 484,040 common shares. During the second quarter of 2024, one holder of the 2020 PIPE Warrants elected to exercise 21,667 warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 13,625 common shares on July 1, 2024. Immediately prior to the exchanges, the 2020 PIPE Warrants exercised were remeasured to fair value, resulting in a gain of $0.3 million in "Change in fair value of warrant liabilities" on the condensed consolidated statement of operations for the nine months ended September 30, 2024 and Warrant liabilities of $6.8 million, which was then reclassified to Additional paid-in capital on the condensed consolidated balance sheet as of September 30, 2024.

Repurchase Agreement

On March 13, 2024, the Company entered into a Shares Repurchase Agreement between the Company and Steiner Leisure Limited (the “Seller”), pursuant to which the Company purchased 606,386 common shares, par value $0.0001 per share, from the Seller at a purchase price of $12.76 per Common Share (the “Repurchase”). The Repurchase resulted in the sale of all remaining common shares of the Company held by the Seller, which ceased to be a shareholder of the Company after the closing of the Repurchase. The Repurchase closed on March 20, 2024. Upon the consummation of the Repurchase, such shares reverted to authorized but unissued shares of the Company. We allocated the excess of the repurchase price over the par value of the shares acquired between Additional paid-in capital and Accumulated deficit.

Dividends Cancelled

In November 2019, the Company adopted a cash dividend program and declared an initial quarterly payment of $0.04 per common share. On March 24, 2020, the Company announced that it was deferring payment of its dividend declared on February 26, 2020 (the "2020 Dividend"), for payment on May 29, 2020, to shareholders of record on April 10, 2020, until the Board reapproves its payment. The Company also announced it was withdrawing its dividend program until further notice. As of December 31, 2023, dividends payable amounted to approximately $2.4 million which was presented as other-long term liabilities and other current liabilities in the accompanying condensed consolidated balance sheets. During the first quarter of 2024, the Board determined that although the Company now has the liquidity to enable it to pay the 2020 Dividend, such payment can no longer be made to the shareholders of record as of the original record date for the 2020 Dividend and it is therefore in the Company’s best interest to cancel the 2020 Dividend. As a result, we reversed the dividend payable of $2.4 million against additional paid-in capital during the first quarter of 2024.

Dividends Declared Per Common Share

On July 23, 2024, the Company’s board of directors adopted an annual cash dividend program with the initial quarterly dividend payment of $0.04 per common share. The first quarterly dividend was paid on September 4, 2024 to shareholders of record as of the close of business on August 21, 2024.

Share Repurchase Program

On April 24, 2024, the Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to $50 million

of its common shares. The share repurchases will be funded through the Company’s available cash.

The Company may repurchase shares of its outstanding common stock from time to time on the open market, including through Rule 10b5-1

plans, in privately negotiated transactions, through block purchases, or otherwise in compliance with applicable laws, including Rule 10b-18 of

the Securities Exchange Act of 1934, as amended. The timing and amount of stock repurchases will depend on a variety of factors, including

business and market conditions. The share repurchase program may be suspended, modified, or discontinued at any time and the Company has

no obligation to repurchase any specific value or number of its common shares under the program. Under the foregoing program, the Company purchased 745,302 common shares during the three and nine months ended September 30, 2024. We allocated the excess of the repurchase price over the par value of the shares acquired between Additional paid-in capital and Accumulated deficit.

6. STOCK-BASED COMPENSATION

The share-based compensation expense for the three months ended September 30, 2024 and 2023 was $2.0 million and $2.2 million, respectively, which is included as a component of salary, benefits and payroll taxes in the accompanying condensed consolidated statements of operations.

The share-based compensation expense for the nine months ended September 30, 2024 and 2023 was $6.2 million and $7.0 million, respectively, which is included as a component of salary, benefits and payroll taxes in the accompanying condensed consolidated statements of operations.

The following is a summary of restricted share units (“RSUs”) activity for the nine months ended September 30, 2024:


RSUs Activity	Number of Awards			Weighted-Average Grant Date Fair Value

Outstanding at December 31, 2023		700,846		$	12.91
Granted		95,705			17.11
Vested		(104,628	)		11.30
Forfeited		(14,902	)	$	11.45
Non-Vested share units as of September 30, 2024		677,021		$	13.78

The following is a summary of performance share units (“PSUs”) activity for the nine months ended September 30, 2024:


PSUs Activity	Number of Performance-Based Awards			Weighted-Average Grant Date Fair Value

Outstanding at December 31, 2023		731,889		$	11.19
Granted		146,618			10.30
Vested		(153,662	)		10.30
Forfeited		(17,309	)		11.59
Non-Vested share units as of September 30, 2024		707,536		$	11.19

7. REVENUE RECOGNITION

The Company's revenue generating activities include the following:

Service Revenues

Service revenues consist primarily of sales of health and wellness, aesthetics and fitness services, including a full range of body care, skin care, hair care, cosmetics, medi-spa, acupuncture, fitness, nutrition/weight management and mindfulness services, among others, to cruise ship passengers and destination resort guests. Each service represents a separate performance obligation and revenues are generally recognized immediately upon the completion of our service. Given the short duration of our performance obligation, although some services are recognized over time, there is no material difference in the timing of recognition across reporting periods.

Product Revenues

Product revenues consist primarily of sales of health and wellness products, such as skincare, body care, hair care, orthotics and nutritional supplements to cruise ship passengers, destination resort guests and timetospa.com customers. Our Shop & Ship program provides guests the ability to buy retail products onboard and have products shipped directly to their home. Each product unit represents a separate performance obligation. Our performance obligations are satisfied, and revenue is recognized when the customer obtains control of the product, which occurs either at the point of sale for retail sales or at the time of shipping for Shop & Ship and timetospa.com product sales. The Company provides no warranty on products sold. Shipping and handling fees charged to customers are included in net sales.

Gift Cards

The Company only offers no-fee, non-expiring gift cards to its customers. At the time gift cards are sold, no revenue is recognized; rather, the Company records a contract liability to customers. The liability is relieved, and revenue is recognized equal to the amount redeemed at the time gift cards are redeemed for products or services. The Company records revenue from an estimate of unredeemed gift cards (breakage) in Product revenues on a pro-rata basis over the time period gift cards are redeemed. At least three years of historical data, updated annually, is used to determine actual redemption patterns. The liability for unredeemed gift cards is included in Other current liabilities on the Company's condensed consolidated balance sheets and was not material as of September 30, 2024 and December 31, 2023, respectively.

Customer Loyalty Rewards Program

The Company initiated a customer loyalty program during October 2019 in which customers earn points based on their spending on timetospa.com. The Company recognizes the estimated net amount of the rewards that will be earned and redeemed as a reduction to Product revenues at the time of the initial transaction and as tender when the points are subsequently redeemed by a customer. The liability for customer loyalty programs was not material as of September 30, 2024 and December 31, 2023.

Contract Balances

Receivables from the Company’s contracts with customers are included within Accounts receivable, net. Such amounts are typically remitted to us by our cruise line or destination resort partners, except for amounts attributable to online sales of products included in Product revenues, and are net of commissions they withhold. Although paid by our cruise line partners, customers are typically required to pay with major credit cards, reducing our credit risk to individual customers. Amounts are billed immediately, and our cruise line and destination resort partners typically remit payments to us within 30 days. As of September 30, 2024 and December 31, 2023, our Accounts receivable, net from contracts with customers were $42.2 million and $40.8 million, respectively. Our contract liabilities for gift cards and customer loyalty programs are described above.

Costs incurred to enter into new or to renew long-term contracts are capitalized and amortized to cost of revenues over the term of the contract. Deferred contract costs, which relate to fees accrued to cruise line partners, amounted to $21.9 million and $2.6 million as of September 30, 2024 and December 31, 2023, respectively, and are presented within other non-current assets in the accompanying condensed consolidated balance sheets. The increase in other non-current assets and other long-term liabilities as of September 30, 2024 was primarily due to fees accrued as a result of a new contract entered into during the first quarter of 2024. Amortization of the deferred contract costs was $0.9 million and $0.2 million for the three months ended September 30, 2024 and 2023, respectively. Amortization of the deferred contract costs for the nine months ended September 30, 2024 and 2023 was $2.8 million and $0.7 million, respectively. Amortization of deferred contract costs are included in cost of services in the accompanying condensed consolidated statements of operations.

Disaggregation of Revenue and Segment Reporting

The Company operates health and wellness centers on cruise ships and in destination resorts where we provide health and wellness, aesthetics and fitness services and sell related products. The Company also markets and sells health and wellness, aesthetics and fitness related products through its timetospa.com eCommerce platform to cruise ship and destination resort guests after their cruise or resort stay, as well as other consumers. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, services, products, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the Chief

Executive Officer, who is the Company’s chief operating decision maker (CODM), in determining how to allocate the Company’s resources and evaluate performance. The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Service revenues:
Maritime	$	186,900	$	167,215	$	520,673	$	461,283
Destination resorts		7,507		8,634		26,789		27,921
Total service revenues		194,407		175,849		547,462		489,204
Product revenues:
Maritime		46,211		39,151		126,813		106,112
Destination resorts		570		618		1,915		2,116
Timetospa.com		508		653		1,623		1,807
Total product revenues		47,289		40,422		130,351		110,035
Total revenues	$	241,696	$	216,271	$	677,813	$	599,239

8. SEGMENT AND GEOGRAPHICAL INFORMATION

The Company operates health and wellness centers on cruise ships and in destination resorts. The Company’s Maritime and Destination resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, services, products, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the Chief Executive Officer, who is the Company’s CODM, in determining how to allocate the Company’s resources and evaluate performance.

The basis for determining the geographic information below is based on the countries in which the Company operates. The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues:
U.S.	$	4,023	$	4,796	$	13,582	$	14,989
Other countries		4,709		5,324		17,218		17,476
Not connected to a country		232,964		206,151		647,013		566,774
Total	$	241,696	$	216,271	$	677,813	$	599,239


	As of
	September 30, 2024		December 31, 2023
Property and equipment, net:
U.S.	$	5,157	$	4,536
Other countries		1,591		2,022
Not connected to a country		8,755		8,448
Total	$	15,503	$	15,006

9. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the changes in accumulated other comprehensive income (loss) by component (in thousands):



	Accumulated Other Comprehensive Income (Loss) for the Nine Months Ended September 30, 2024									Accumulated Other Comprehensive Income for the Nine Months Ended September 30, 2023
	Foreign Currency Translation Adjustments			Changes Related to Cash Flow Derivative Hedge (1)			Accumulated Other Comprehensive Income (Loss)				Foreign Currency Translation Adjustments			Changes Related to Cash Flow Derivative Hedge (1)			Accumulated Other Comprehensive Income
Accumulated other comprehensive income, beginning of period	$	(917	)	$	2,372		$	1,455			$	(1,229	)	$	5,026		$	3,797
Current period other comprehensive income (loss) before reclassifications		148			300			448				110			1,062			1,172
Amounts reclassified into earnings		-			(2,747	)		(2,747	)			-			(2,530	)		(2,530	)
Net current period other comprehensive income (loss)		148			(2,447	)		(2,299	)			110			(1,468	)		(1,358	)
Accumulated other comprehensive (loss) income, end of period	$	(769	)	$	(75	)	$	(844	)		$	(1,119	)	$	3,558		$	2,439

(1)

See Note 10.

10. FAIR VALUE MEASUREMENTS AND DERIVATIVES

Fair Value Measurements

Cash and cash equivalents at September 30, 2024 and December 31, 2023 are comprised of cash and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions. Restricted cash at September 30, 2024 and December 31, 2023 is comprised of amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment and is categorized as a Level 1 instrument. The fair value of outstanding long-term debt as of December 31, 2023 is estimated using a discounted cash flow analysis based on current market interest rates for debt issuances with similar remaining years-to-maturity and adjusted for credit risk, which represents a Level 3 measurement in the fair value hierarchy. The carrying amounts and estimated fair values of the Company's cash, restricted cash and long-term debt were as follows (in thousands):


	September 30, 2024				December 31, 2023
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Cash	$	48,795	$	48,795	$	27,704	$	27,704
Restricted cash		1,198		1,198		1,198		1,198
Total cash	$	49,993	$	49,993	$	28,902	$	28,902
First lien term loan facility (a)	$	-	$	-	$	159,639	$	162,560
Term loan facility (a)	$	100,000	(b)		$	-	$	-

(a) The amounts above do not include the impact of the interest rate swap or debt issuance costs.

(b) The Company’s outstanding long-term debt as of September 30, 2024 was recently originated and bears variable interest rates. As a result, the Company believes that the fair value of long-term debt as of September 30, 2024 approximates its carrying amount.

Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands):


		Fair Value Measurements at September 30, 2024								Fair Value Measurements at December 31, 2023
Description	Balance Sheet Location	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Derivative financial instruments (1)	Other current assets	$	385	$	-	$	385	$	-	$	2,372	$	-	$	2,372	$	-
Total assets		$	385	$	-	$	385	$	-	$	2,372	$	-	$	2,372	$	-
Liabilities:
Derivative financial instruments (1)	Other long term liabilities	$	460	$	-	$	460	$	-	$	-	$	-	$	-	$	-
Warrants	Warrant liabilities		-		-		-		-		20,400		-		20,400		-
Total liabilities		$	460	$	-	$	460	$	-	$	20,400	$	-	$	20,400	$	-

(1)

Consists of an amount attributable to interest rate swap contacts; see "Derivatives" below.

Warrants

Public Warrants and 2020 PIPE Warrants

The fair value of the Public Warrants and 2020 PIPE Warrants are considered a Level 2 valuation and are determined using the Monte Carlo model. The Public Warrants expired on March 19, 2024, with warrants remaining unexercised as of the expiration date cancelled, and there were no amounts outstanding as of September 30, 2024 (See Note 5). The significant assumptions which the Company used in the Monte Carlo model are presented in the table below.


	December 31, 2023
	Public Warrants			2020 PIPE Warrants
Stock price	$	14.10		$	14.10
Strike price	$	11.50		$	5.75
Remaining life (in years)		0.22			1.45
Volatility		34	%		38	%
Interest rate		5.36	%		4.49	%
Redemption price	$	18.00		$	14.50

Sponsor Warrants

The fair value of the Sponsor Warrants is considered a Level 2 valuation and is determined using the Black-Scholes model. The Sponsor Warrants expired on March 19, 2024 and there were no amounts outstanding as of September 30, 2024 (See Note 5). The significant assumptions which the Company used in the model are presented in the table below.


	December 31, 2023
Stock price	$	14.10
Strike price	$	11.50
Remaining life (in years)		0.22
Volatility		38	%
Interest rate		5.36	%
Dividend yield		0.0	%

Derivatives

Market risk associated with the Company’s long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest

rate movements. These instruments are recorded on the balance sheet at their fair value and are designated as hedges. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged.

The Company assesses whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of its hedged forecasted transactions. The Company uses regression analysis for this hedge relationship and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective agreement without an exchange of the underlying notional amount. The Company classifies derivative instrument cash flows from hedges of benchmark interest rate as operating activities due to the nature of the hedged item. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings.

The Company monitors concentrations of credit risk associated with financial and other institutions with which the Company conducts significant business. Credit risk, including, but not limited to, counterparty nonperformance under derivatives, is not considered significant, as the Company primarily conducts business with large, well-established financial institutions with which the Company has established relationships, and which have credit risks acceptable to the Company. The Company does not anticipate non-performance by its counterparty. The amount of the Company’s credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position.

In September 2019, the Company entered into a floating-to-fixed interest rate swap agreement to make a series of payments based on a fixed interest rate of 1.457% and receive a series of payments based on the greater of 1 Month USD LIBOR or Strike which is used to hedge the Company’s exposure to changes in cash flows associated with its variable rate First Lien Term Loan Facility and has designated this derivative as a cash flow hedge. Both the fixed and floating payment streams are based on a notional amount of $174.7 million at the inception of the contract. In June 2023, the interest rate swap agreement was amended to replace the reference rate from LIBOR to SOFR, to be consistent with the amended First Lien Credit Facilities. The interest rate swap agreement matured on September 19, 2024. As of December 31, 2023, the notional amount was $95.4 million.

In September 2024, the Borrowers entered into two floating-to-fixed interest rate swap agreements with a notional amount of $70 million and $30 million, respectively, with Bank of America, N.A. to make a series of payments based on a fixed interest rate of 3.341% and 3.564%, respectively, and receive a series of payments based on the 1 Month USD-SOFR CME term which is used to hedge the Company’s exposure to changes in cash flows associated with its variable rate Term Loan Facility and has designated this derivative as a cash flow hedge. The interest rate swap agreements expire on September 20, 2027 and December 20, 2026, respectively. As of September 30, 2024, the aggregate notional amount of the interest rate swap agreements was $100.0 million.

There was no ineffectiveness related to the interest rate swaps. The gain or loss on the derivatives is recorded as a component of accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. The Company expects to reclassify $0.4 million of income from accumulated other comprehensive income (loss) into interest expense within the next twelve months.

The fair value of the interest rate swap contracts is measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observable market interest rate curves. The interest rate swap contracts were categorized as Level 2 in the fair value hierarchy. The Company is not required to post cash collateral related to these derivative instruments.

The effect of the interest rate swap contracts designated as cash flows hedging instrument on the condensed consolidated financial statements was as follows (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
(Loss) gain recognized in accumulated other comprehensive income (loss)	$	(42	)	$	240		$	300		$	1,062

Gains reclassified from accumulated other comprehensive income (loss) to interest expense	$	(855	)	$	(936	)	$	(2,747	)	$	(2,530	)

11. INCOME TAXES

For the three months ended September 30, 2024 and 2023, the Company recorded an income tax expense of $1.0 million and an income tax benefit of $2.8 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded an income tax expense of $2.4 million and an income tax benefit of $2.2 million, respectively. The difference between the expected provision for income taxes using the 21% U.S. federal income tax rate and the Company’s actual provision for income taxes is primarily attributable to the foreign rate differential, including income earned in jurisdictions not subject to income taxes, permanent differences, withholding taxes due in various jurisdictions and the change in valuation allowance.

12. COMMITMENTS AND CONTINGENCIES

We are routinely involved in legal proceedings, disputes, regulatory matters, and various claims and lawsuits that have been filed or are pending against us, including as noted below, arising in the ordinary course of our business. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically limited to our deductible amount. Nonetheless, the ultimate outcome of those claims and lawsuits that are not covered by insurance cannot be determined at this time. We have evaluated our overall exposure with respect to all of our legal proceedings, threatened and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure. We are currently unable to estimate any other potential contingent losses beyond those accrued, as discovery is not complete and adequate information is not available to estimate such range of loss or potential recovery. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will have a material adverse impact to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery.

In February 2020, the Company received a formal assessment of $1.9 million by a foreign tax authority over how the value added tax (“VAT”) law was applied on the change in the ultimate beneficial ownership of one of our subsidiaries as result of the business combination in March 2019. The Company is disputing the assessment and has recorded an accrual of $1.2 million for this matter during the year ended December 31, 2020, included in “Accrued expenses” on the Company's condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023. The Company believes the ultimate outcome of this matter will not have a material adverse impact to our consolidated results of operations, financial condition and cash flows.

13. SUBSEQUENT EVENTS

On October 24, 2024, the Board of Directors approved a quarterly dividend payment of $0.04 per common share payable on December 4, 2024 to shareholders of record as of the close of business on November 20, 2024.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions that could cause actual results to differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” and in “Risk Factors” in our Form 10-K for the fiscal year ended December 31, 2023. We assume no obligation to update any of these forward-looking statements.

OneSpaWorld Holdings Limited (“OneSpaWorld,” the “Company,” “we,” “our,” “us” and other similar terms refer to OneSpaWorld Holdings Limited and its consolidated subsidiaries) is the pre-eminent global operator of health and wellness centers onboard cruise ships and a leading operator of health and wellness centers at destination resorts worldwide. Our highly trained and experienced staff offer guests a comprehensive suite of premium health, fitness, beauty and wellness services and products onboard cruise ships and at destination resorts globally. We are the market leader at more than 20x the size of our closest maritime competitor. Over the last 50 years, we have built our leading market position on our depth of staff expertise, broad and innovative service and product offerings, expansive global recruitment, training and logistics platform, as well as decades-long relationships with cruise line and destination resort partners. Throughout our history, our mission has been simple: helping guests look and feel their best during and after their stay.

At our core, we are a global services company. We serve a critical role for our cruise line and destination resort partners, operating a complex and increasingly important aspect of our cruise line and destination resort partners’ overall guest experience. Decades of investment and know-how have allowed us to construct an unmatched global infrastructure to manage the complexity of our operations. We have consistently expanded our onboard offerings with innovative and leading-edge service and product introductions, and developed the powerful back-end recruiting, training and logistics platforms to manage our operational complexity, maintain our industry-leading quality standards, and maximize revenue and profitability per center. The combination of our renowned recruiting and training platform, deep proprietary labor pool, global logistics and supply chain infrastructure, and proven health and wellness center and revenue management capabilities represents a significant competitive advantage that we believe is not economically feasible to replicate.

A significant portion of our revenues are generated from our cruise ship operations. Historically, we have been able to renew almost all of our cruise line agreements that expired or were scheduled to expire.

Key Performance Indicators

In assessing the performance of our business, we consider key performance indicators used by management, including, among others:

•

Average Ship Count. The number of ships, on average during the period, on which we operate health and wellness centers. This is a key metric that impacts revenue and profitability and reflects the fact that during the period ships were in and out of service, and is calculated by adding the total number of days that each of the ships generated revenue during the period, divided by the number of calendar days during the period.

•

Period End Ship Count: The number of ships at period end on which we operate health and wellness centers. This is a key metric that impacts revenue and profitability.

•

Average Weekly Revenue Per Ship. A key indicator of productivity per ship. Revenue per ship can be affected by the various sizes of health and wellness centers and categories of ships on which we serve.

•

Average Revenue Per Shipboard Staff Per Day. We utilize this performance metric to assist in determining the productivity of our onboard staff, which we believe is a critical element of our operations.

•

Average Resort Count. The number of destination resorts on average during the period in which we operate the health and wellness centers. This is a key metric that impacts revenue and profitability and reflects the fact that during the period destination resort health and wellness centers were in and out of service, and is calculated by adding the total number of days that each destination resort health and wellness center generated revenue during the period, divided by the number of calendar days during the period.

•

Period End Resort Count. The number of destination resorts at period end on which we operate the health and wellness centers. This is a key metric that impacts revenue and profitability.

•

Average Weekly Revenue Per Destination Resort. A key indicator of productivity per destination resort health and wellness center. Revenue per destination resort health and wellness center in a period can be affected by the geographic mix of health and wellness centers in operation for such period. Typically our U.S. and Caribbean health and wellness centers are larger and produce substantially more revenues per location than our Asian centers. Additionally, average weekly revenue can also be negatively impacted by renovations of our destination resort health and wellness centers.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Average Ship Count (1)		195		185		190		178
Period End Ship Count		196		189		196		189
Average Weekly Revenue Per Ship	$	91,019	$	84,749	$	86,978	$	81,444
Average Revenue Per Shipboard Staff Per Day	$	602	$	587	$	579	$	568
Average Resort Count (2)		52		54		52		54
Period End Resort Count		52		52		52		50
Average Weekly Revenue Per Resort	$	11,860	$	13,550	$	14,210	$	15,269

(1) Average Ship Count is calculated by adding the total number of days that each of the ships generated revenue during the period, divided by the number of calendar days during the period.

(2) Average Resort Count is calculated by adding the total number of days that each destination resort health and wellness center generated revenue during the period, divided by the number of calendar days during the period.

Key Financial Definitions

Revenues. Revenues consist primarily of sales of services and sales of products to cruise ship passengers and destination resort guests. The following is a brief description of the components of our revenues:

•

Service revenues. Service revenues consist primarily of sales of health and wellness, aesthetics and fitness services, including a full range of body care, skin care, hair care, cosmetics, medi-spa, acupuncture, nutrition/weight management and mindfulness services, among others, to cruise ship passengers and destination resort guests. We bill our services at rates which inherently include an immaterial charge for products used in the rendering of such services, if applicable.

•

Product revenues. Product revenues consist primarily of sales of health and wellness products, such as skincare, body care, hair care, orthotics, and nutritional supplements to cruise ship passengers, destination resort guests and timetospa.com customers.

Cost of services. Cost of services consists primarily of an allocable portion of payments to cruise line partners (which are derived as a percentage of service revenues or a minimum annual rent or a combination of both), an allocable portion of wages paid to shipboard employees, an allocable portion of staff-related shipboard expenses, wages paid directly to destination resort employees, payments to destination resort partners, the allocable cost of products consumed in the rendering of services, and health and wellness center depreciation. Most of the components of cost of services are variable in nature; increases and decreases in cost of services are primarily attributable to corresponding increases or decreases in service revenues. Cost of services has tended to remain materially consistent as a percentage of service revenues.

Cost of products. Cost of products consists primarily of the cost of products sold through our various methods of distribution, an allocable portion of wages paid to shipboard employees and an allocable portion of payments to cruise line and destination resort partners (which are derived as a percentage of product revenues or a minimum annual rent or a combination of both). Most of the components of cost of products are variable in nature; increases and decreases in cost of products are primarily attributable to corresponding increases or decreases in product revenues and includes impairment of the carrying value of inventories. Cost of products has tended to remain materially consistent as a percentage of product revenues.

Administrative. Administrative expenses are comprised of expenses associated with corporate and administrative functions that support our business, including fees for professional services, insurance, headquarters rent and other general corporate expenses.

Salaries, benefits and payroll taxes. Salaries, benefits and payroll taxes are comprised of employee expenses associated with corporate and administrative functions that support our business, including fees for employee salaries, bonuses, stock-based compensation, payroll taxes, pension/401(k) and other employee costs.

Amortization of intangible assets. Amortization of intangible assets are comprised of the amortization of intangible assets with definite useful lives (e.g. retail concession agreements, destination resort agreements, licensing agreements).

Other income (expense). Other income (expense) consists of interest income, interest expense and changes in the fair value of warrant liabilities.

Income tax expense. Income tax expense includes current and deferred federal income tax expenses, as well as state and local income taxes.

Net income. Net income consists of income from operations less other income (expense) and income tax expense.

Revenue Drivers and Business Trends

Our revenues and financial performance are impacted by a multitude of factors, including, but not limited to:

•

The number of health and wellness centers we operate on cruise ships and in destination resorts. The number of cruise ships on which we operate during each period is primarily impacted by our renewal of existing cruise ship partner agreements, introductions of new ships to service under our existing agreements, agreements with new cruise line partners, ships temporarily out of service for maintenance and repair, and ships prevented from sailing due to outbreaks of illnesses, such as the recent pandemic, among other factors. The number of destination resorts in which we operate during each period is primarily attributable to renewal of existing agreements with destination resort partners and destination resorts prevented from operating due to outbreaks of illnesses, such as the recent pandemic, among other factors.

•

The size and offerings of new health and wellness centers. We have focused on innovating and implementing higher value added and price point services such as medi-spa and advanced facial techniques, which require treatment rooms equipped with specific equipment and staff trained to perform these services. As our cruise line partners continue to invest in new ships with enhanced health and wellness centers that allow for more advanced treatment rooms and larger staff sizes, we are able to increase the availability of these services, driving an overall shift towards a more profitable service mix.

•

Expansion of value-added services and products and increased pricing across modalities in existing health and wellness centers. We continue to introduce and expand our higher value added and price point offerings in existing health and wellness centers, including introducing premium medi-spa, acupuncture, and advanced facial services, resulting in higher guest demand and spending. In addition, we have increased pricing across our brands for our core services.

•

The mix of ship count across contemporary, premium, luxury and budget categories. Revenue generated per shipboard health and wellness center differs across contemporary, premium, luxury and budget ship categories due to the size of the health and wellness centers, services offered and guest socioeconomic factors.

•

The mix of cruise itineraries. Revenue generated per shipboard health and wellness center is influenced by cruise itinerary, including length of cruise, number of sea days versus port days, which impacts center utilization, and the geographic sailing region, which may impact ship category and offerings of services and products to align with guest socioeconomic mix and preferences.

•

Collaboration with cruise line partners, including targeted marketing and promotion initiatives, as well as implementation of proprietary technologies to increase center utilization via pre-booking and pre-payment of health and wellness services. We directly market and promote to onboard passengers as a result of enhanced collaboration with certain of our cruise line partners. We also utilize our proprietary health and wellness services pre-booking and pre-payment technology platforms integrated with certain of our cruise line partners’ pre-cruise planning systems. These areas of increased collaboration with cruise line partners are resulting in higher productivity, revenue generation, and profitability across our health and wellness centers.

•

The impact of weather. Our health and wellness centers onboard cruise ships and in select destination resorts may be negatively affected by hurricanes, particularly during the August through October period, which may be increasing in frequency and intensity due to climate change.

•

Our revenues and financial performance may be impacted by other risks and uncertainties, including, without limitation, those set forth under the section entitled “Risk Factors” in Part II, Item 1A of the Company’s 2023 Form 10-K.

The effect of each of these factors on our revenues and financial performance varies from period to period.

Recent Accounting Pronouncements

Refer to Note 2 to the Condensed Consolidated Financial Statements in this report for a discussion of recent accounting pronouncements.

Results of Operations


	Three Months Ended September 30, 2024			% of Total Revenue			Three Months Ended September 30, 2023			% of Total Revenue
(dollars in thousands, except per share amounts)
REVENUES:
Service revenues	$	194,407			80	%	$	175,849			81	%
Product revenues		47,289			20	%		40,422			19	%
Total revenues		241,696			100	%		216,271			100	%
COST OF REVENUES AND OPERATING EXPENSES:
Cost of services		159,598			66	%		146,128			68	%
Cost of products		40,147			17	%		34,477			16	%
Administrative		4,238			2	%		4,673			2	%
Salary, benefits and payroll taxes		8,556			4	%		9,833			5	%
Amortization of intangible assets		4,144			2	%		4,206			2	%
Total cost of revenues and operating expenses		216,683			90	%		199,317			92	%
Income from operations		25,013			10	%		16,954			8	%
OTHER (EXPENSE) INCOME
Interest expense, net		(2,496	)		-1	%		(3,726	)		-2	%
Change in fair value of warrant liabilities		—			—			7,365			3	%
Total other (expense) income		(2,496	)		-1	%		3,639			2	%
Income before income tax expense (benefit)		22,517			9	%		20,593			10	%
INCOME TAX EXPENSE (BENEFIT)		966			0	%		(2,818	)		-1	%
NET INCOME	$	21,551			9	%	$	23,411			11	%
NET INCOME PER SHARE:
Basic	$	0.21					$	0.23
Diluted (1)	$	0.20					$	0.16
WEIGHTED-AVERAGE SHARES OUTSTANDING:
Basic		104,884						99,963
Diluted		105,587						101,369

(1) Refer to Note 2 to the Condensed Consolidated Financial Statements in this report for details underlying OneSpaWorld’s income diluted share calculation.

Comparison of Results for the three months ended September 30, 2024 compared to three months ended September 30, 2023

Revenues. Revenues for the three months ended September 30, 2024 and 2023 were $241.7 million and $216.3 million, respectively. The increase primarily was attributable to our Average Ship Count increasing 5% to 195 health and wellness centers onboard ships operating during the quarter, compared with our Average Ship Count of 185 health and wellness centers onboard ships operating during the third quarter of 2023, together with continued productivity gains across our operations. In addition, we benefited from our initiatives to drive revenue growth in each of our on-board health and wellness centers through enhanced guest engagement and experiences, our guest service and product offering innovations, and the disciplined execution of our complex operating protocols by our on-board and corporate teams.

The break-down of revenue growth between service and product revenues was as follows:

•

Service revenues. Service revenues for the three months ended September 30, 2024 were $194.4 million, an increase of $18.6 million, or 11%, compared to $175.8 million for the three months ended September 30, 2023.

•

Product revenues. Product revenues for the three months ended September 30, 2024 were $47.3 million, an increase of $6.9 million, or 17%, compared to $40.4 million for the three months ended September 30, 2023.

Cost of services. Cost of services for the three months ended September 30, 2024 were $159.6 million, an increase of $13.5 million, or 9%, compared to $146.1 million for the three months ended September 30, 2023. The increase primarily was attributable to costs associated with increased Service revenues of $194.4 million in the quarter compared with Service revenues of $175.8 million in the third quarter of 2023.

Cost of products. Cost of products for the three months ended September 30, 2024 were $40.1 million, an increase of $5.7 million, or 16%, compared to $34.5 million for the three months ended September 30, 2023. The increase primarily was attributable to costs associated with increased Product revenues of $47.3 million in the quarter compared to Product revenues of $40.4 million in the third quarter of 2023.

Administrative. Administrative expenses for the three months ended September 30, 2024 were $4.2 million, a decrease of $0.4 million, or (9%), compared to $4.7 million for the three months ended September 30, 2023. The decrease primarily was attributable to professional fees incurred during the three months ended September 30, 2023 for a secondary offering of common shares by selling shareholders related to the Business Combination.

Salary, benefits and payroll taxes. Salary, benefits and payroll taxes for the three months ended September 30, 2024 were $8.6 million, a decrease of $1.3 million, or (13%), compared to $9.8 million for the three months ended September 30, 2023. The decrease primarily was attributable to the timing of higher performance based compensation for the three months ended September 30, 2023.

Amortization of intangible assets. Amortization of intangible assets for the three months ended September 30, 2024 and September 30, 2023 was $4.1 million and 4.2 million, respectively.

Other (expense) income. Other (expense) income includes interest expense and change in the fair value of the warrant liabilities. Interest expense, net for the three months ended September 30, 2024 was $2.5 million, a decrease of $1.2 million, or (33%), compared to $3.7 million for the three months ended September 30, 2023. The decrease primarily was attributable to lower debt balances. Since the year ended December 31, 2022, we have repaid a total of $115.6 million in debt instruments. The change in fair value of the outstanding warrants during the three months ended September 30, 2024 was zero compared to a gain of $7.4 million during the three months ended September 30, 2023. The decrease was attributable to the fact that the Company had no outstanding warrants during the three months ended September 30, 2024. The change in fair value of warrant liabilities during the three months ended September 30, 2023 was the result of the remeasurement to fair value of the warrants reflecting changes in market prices of our common stock and other observable inputs deriving the value of these financial instruments.

Income tax expense (benefit). Income tax expense (benefit) for the three months ended September 30, 2024 was an expense of $1.0 million, an increase of $3.8 million, or 134%, compared to an income tax benefit of $2.8 million for the three months ended September 30, 2023. The increase was primarily driven by the recognition of a discrete tax benefit of approximately $3.4 million in uncertain tax benefits during the third quarter of 2023 related to foreign tax exposures as a result of our participation in a tax amnesty program in Italy that settled such liability in August 2023.

Net income. Net income for the three months ended September 30, 2024 was $21.5 million, a decrease of $1.9 million, or 8%, compared to a net income of $23.4 million for the three months ended September 30, 2023. The $1.9 million decrease in net income was primarily attributable to a $7.4 million negative change in fair value of warrant liabilities and a $3.8 million increase in income tax expense offset by a $1.2 million decrease in interest expense and an $8.1 million positive change in income from operations.


	Nine Months Ended September 30, 2024			% of Total Revenue			Nine Months Ended September 30, 2023			% of Total Revenue
(dollars in thousands, except per share amounts)
REVENUES:
Service revenues	$	547,462			81	%	$	489,204			82	%
Product revenues		130,351			19	%		110,035			18	%
Total revenues		677,813			100	%		599,239			100	%
COST OF REVENUES AND OPERATING EXPENSES:
Cost of services		454,424			67	%		409,648			68	%
Cost of products		110,815			16	%		94,949			16	%
Administrative		13,035			2	%		12,762			2	%
Salary, benefits and payroll taxes		26,279			4	%		27,708			5	%
Amortization of intangible assets		12,431			2	%		12,618			2	%
Total cost of revenues and operating expenses		616,984			91	%		557,685			93	%
Income from operations		60,829			9	%		41,554			7	%
OTHER INCOME (EXPENSE)
Interest expense, net		(7,672	)		-1	%		(12,688	)		-2	%
Change in fair value of warrant liabilities		7,677			1	%		(26,736	)		-4	%
Total other expense		5			0	%		(39,424	)		-7	%
Income before income tax expense (benefit)		60,834			9	%		2,130			0	%
INCOME TAX EXPENSE (BENEFIT)		2,358			0	%		(2,200	)		0	%
NET INCOME	$	58,476			9	%	$	4,330			1	%
NET INCOME PER SHARE
Basic	$	0.56					$	0.04
Diluted (1)	$	0.56					$	0.04
WEIGHTED-AVERAGE SHARES OUTSTANDING:
Basic		103,824						96,975
Diluted		104,762						96,975

(1) Refer to Note 2 to the Condensed Consolidated Financial Statements in this report for details underlying OneSpaWorld’s income diluted share calculation.

Comparison of Results for the nine months ended September 30, 2024 compared to nine months ended September 30, 2023

Revenues. Revenues for the nine months ended September 30, 2024 and 2023 were $677.8 million and $599.2 million, respectively. The increase primarily was attributable to our Average Ship Count increasing 7% to 190 health and wellness centers onboard ships operating during the nine months ended September 30, 2024 compared with our Average Ship Count of 178 health and wellness centers onboard ships operating during the nine months ended September 30, 2023, together with continued productivity and pricing gains across our operations. In addition, we benefited from our initiatives to drive revenue growth in each of our on-board health and wellness centers through enhanced guest engagement and experiences, our guest service and product offering innovations, and the disciplined execution of our complex operating protocols by our on-board and corporate teams.

The break-down of revenue between service and product revenues was as follows:

•

Service revenues. Service revenues for the nine months ended September 30, 2024 were $547.5 million, an increase of $58.3 million, or 12%, compared to $489.2 million for the nine months ended September 30, 2023.

•

Product revenues. Product revenues for the nine months ended September 30, 2024 were $130.4 million, an increase of $20.3 million, or 18%, compared to $110.0 million for the nine months ended September 30, 2023.

Cost of services. Cost of services for the nine months ended September 30, 2024 were $454.4 million, an increase of $44.8 million, or 11%, compared to $409.6 million for the nine months ended September 30, 2023. The increase primarily was attributable to costs associated with increased Service revenues of $547.5 million in the nine months ended September 30, 2024 from our operating health and wellness centers at sea and on land, compared with Service revenues of $489.2 million in the nine months ended September 30, 2023.

Cost of products. Cost of products for the nine months ended September 30, 2024 were $110.8 million, an increase of $15.9 million, or 17%, compared to $94.9 million for the nine months ended September 30, 2023. The increase primarily was attributable to costs associated with increased Product revenues of $130.4 million in the nine months ended September 30, 2024 from our operating health and wellness centers at sea and on land, compared to Product revenues of $110.0 million in the nine months ended September 30, 2023.

Administrative. Administrative expenses for the nine months ended September 30, 2024 were $13.0 million, an increase of $0.3 million, or 2%, compared to $12.8 million for the nine months ended September 30, 2023. The increase primarily was attributable to timing of professional fees incurred in connection with public company costs.

Salary, benefits and payroll taxes. Salary, benefits and payroll taxes for the nine months ended September 30, 2024 were $26.3 million, a decrease of $1.4 million, or (5%), compared to $27.7 million for the nine months ended September 30, 2023. The decrease primarily was attributable to lower stock-based compensation expense in the nine months ended September 30, 2024 offset by annual merit increases for Corporate employees in 2024.

Amortization of intangible assets. Amortization of intangible assets for the nine months ended September 30, 2024 and 2023 were $12.4 million and $12.6 million, respectively.

Other income (expense). Other income (expense) includes interest expense and change in the fair value of the warrant liabilities. Interest expense, net for the nine months ended September 30, 2024 was $7.7 million, a decrease of $5.0 million, or (40%), compared to $12.7 million for the nine months ended September 30, 2023. The decrease primarily was attributable to lower debt balances. Since the year ended December 31, 2022, we have repaid a total of $115.6 million in debt instruments. The change in fair value of the outstanding warrants during the nine months ended September 30, 2024 was a gain of $7.7 million compared to a loss of ($26.7) million during the nine months ended September 30, 2023. The change in fair value of warrant liabilities was the result of the remeasurement to fair value of the warrants exercised during the nine months ended September 30, 2024 reflecting changes in market prices of our common stock and other observable inputs deriving the value of these financial instruments. The Company has no outstanding warrants as of September 30, 2024; accordingly, there will be no impact on the statement of operations in future periods.

Income tax expense (benefit). Income tax expense (benefit) for the nine months ended September 30, 2024 was an expense of $2.4 million, an increase of $4.6 million, or 207%, compared to an income tax benefit of $2.2 million for the nine months ended September 30, 2023. The increase primarily was driven by the recognition of a discrete tax benefit of approximately $3.4 million in uncertain tax benefits during the third quarter of 2023 related to foreign tax exposures as a result of our participation in a tax amnesty program in Italy that settled such liability in August 2023, offset by an increase in the taxable income, the change in valuation allowance and the decrease in availability of net operating losses.

Net income. Net income for the nine months ended September 30, 2024 was $58.5 million, an increase of $54.1 million, or 1,250%, compared to a net income of $4.3 million for the nine months ended September 30, 2023. The $54.1 million increase in net income was primarily attributable to: (i) a $34.4 million positive change in fair value of warrant liabilities; (ii) a $5.0 million decrease in interest expense; and (iii) a $19.3 million positive change in income from operations; offset by $4.6 million increase in income tax expense.

Liquidity and Capital Resources

Overview

We fund our operations principally with cash flow from operations. Our principal uses for our liquidity have been funding our health and wellness centers onboard 196 cruise ships and in 52 destination resorts, including associated working capital investment and capital expenditures; debt service, including $59.6 million repayment of our First Lien Term Loan Facility; purchasing 1,395,432 of our common shares from Steiner Leisure Limited pursuant to a Shares Repurchase Agreement, and purchasing 745,302 of our common shares under a Share Repurchase Program, among other uses of our liquidity.

On September 20, 2024, the Company and its subsidiaries, Dory Acquisition Sub, Inc. and OneSpaWorld (Bahamas) Limited, entered into a credit agreement with Bank of America, N.A., as administrative agent, and certain lenders party thereto, providing for senior secured credit facilities consisting of (x) a term loan facility of $100 million (of which $70 million was borrowed by Dory Acquisition and $30 million was borrowed by OneSpaWorld Bahamas), which was fully drawn on the Closing Date, and (y) a revolving loan facility of up to $50 million, which Revolving Facility remained undrawn upon the closing of the Credit Facilities and as of September 30, 2024. The Revolving Facility includes borrowing capacity available for letters of credit up to $5 million. Any issuance of letters of credit reduces the amount available under the Revolving Facility. The Credit Facilities mature on September 20, 2029.

the loans). The Borrowers may prepay the Credit Facilities at any time without premium or penalty, subject to payment of customary breakage costs.

We have concluded that we will have sufficient liquidity to satisfy our existing and planned capital requirements over the next twelve months and thereafter and comply with all debt covenants as required by our debt agreement.

Cash Flows

The following table shows summary cash flow information for the nine months ended September 30, 2024 and the nine months ended September 30, 2023.



(in thousands)	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023

Net income	$	58,476		$	4,330
Depreciation and amortization		18,090			16,498
Amortization of deferred financing costs		704			1,226
Losses on early extinguishment of debt		735			—
Change in fair value of warrant liabilities		(7,677	)		26,736
Stock-based compensation		6,163			7,045
Income tax benefit from change in reserve of uncertain tax positions		—			(3,440	)
Provision for doubtful accounts		14			55
Loss from write-offs of property and equipment		67			20
Noncash lease expense		16			61
Deferred income taxes		—			227
Changes in working capital		(14,341	)		(6,421	)
Net cash provided by operating activities		62,247			46,337
Capital expenditures		(3,433	)		(2,871	)
Net cash used in investing activities		(3,433	)		(2,871	)
Proceeds from exercise of warrants		51,698			2,216
Proceeds from term loan facility		100,000			—
Repayment on first and second lien term loan facilities		(159,639	)		(51,042	)
Repurchase of common shares		(18,988	)		—
Payment of deleveraging fee on first lien term loan facilities		(5,420	)		—
Dividends		(4,172	)		—
Payment of deferred financing costs		(1,340	)		—
Net cash used in financing activities		(37,861	)		(48,826	)
Effect of exchange rates		138			98
Net increase (decrease) in cash, cash equivalents and restricted cash	$	21,091		$	(5,262	)

Comparison of Results for the nine months ended September 30, 2024 and 2023

Operating activities. Our net cash provided by operating activities for the nine months ended September 30, 2024 and 2023 were $62.2 million and $46.3 million, respectively. In the nine months ended September 30, 2024, net operating cash flows continued to increase from comparable 2023 periods, as the Company grew total revenue by 13% and income from operations by 46% and reduced interest expense by 40%, which interest expense reduction was attributable to repayment of indebtedness, further enhancing our balance sheet.

Investing activities. Our net cash used in investing activities for the nine months ended September 30, 2024 and 2023 were $3.4 million and $2.9 million, respectively. During the nine months ended September 30, 2024, we continued to make investments in computer hardware and software (including artificial intelligence) and Medi-spa equipment.

Financing activities. Our net cash used in financing activities for the nine months ended September 30, 2024 and 2023 were $37.9 million and $48.8 million, respectively. For the nine months ended September 30, 2024, the Company received proceeds from the exercise of public and private warrants of $51.7 million, received proceeds from the Term Loan Facility of $100.0 million, repaid $159.6 million on the

First Lien Term Loan Facility, paid $5.4 million of deleveraging fee on the First Lien Term Loan Facility, utilized $19.0 million to repurchase 1,351,688 of our common shares and $1.3 million to pay deferred financing cost. For the nine months ended September 30, 2023, the Company repaid $36.0 million on the First Lien Term Loan Facility and $15.0 million on the Second Lien Term Loan Facility and received proceeds from the exercise of warrants of $2.2 million.

Seasonality

A significant portion of our revenues are generated onboard cruise ships and are subject to specific individual cruise itineraries, which are dependent on time of year and geographic location, among other factors. As a result, we experience varying degrees of seasonality as the demand for cruises is stronger in the Northern Hemisphere during the summer months and during holidays. Accordingly, the third quarter and holiday periods generally result in higher revenues for us. Further, cruises and destination resorts have been negatively affected by the frequency and intensity of hurricanes, particularly during the August through October period, which may be increasing in frequency and intensity due to climate change.

Contractual Obligations

As of September 30, 2024, our future contractual obligations have not changed significantly from the amounts disclosed in our 2023 Form 10-K.

Critical Accounting Policies

Management’s discussion and analysis of financial condition and results of operations is based upon our condensed consolidated unaudited financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from these estimates under different assumptions or conditions. At least quarterly, management reevaluates its judgments and estimates, which are based on historical experience, current trends and various other assumptions that are believed to be reasonable under the circumstances.

Our critical accounting policies are included in our 2023 Form 10-K. We believe that there have been no significant changes during the nine months ended September 30, 2024 to the critical accounting policies disclosed in our 2023 Form 10-K.

Inflation and Economic Conditions

We do not believe that inflation has had a material adverse effect on our results of operations, financial condition and cash flows. However, public demand for activities, including cruises, is influenced by general economic conditions, including inflation, global health epidemics/pandemics and customer preferences. Periods of economic softness, increases in inflation rates and interest rates, as well as periods of fuel price increases, could have a material adverse effect on the cruise industry and hospitality industry upon which we are dependent and could have a material adverse effect on our business and our results of operations, financial condition and cash flows.

Cautionary Statement Regarding Forward-Looking Statements

From time to time, including in this report and other disclosures, we may issue “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views about future events and are subject to known and unknown risks, uncertainties and other factors which may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We attempt, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “forecast,” “future,” “intend,” “plan,” “estimate” and similar expressions of future intent or the negative of such terms. Such forward-looking statements include, but are not limited to, statements regarding:

•

the demand for the Company’s services together with the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors or changes in the business environment in which the Company operates;

•

changes in consumer preferences or the markets for the Company’s services and products;

•

changes in applicable laws or regulations;

•

competition for the Company’s services and the availability of competition for opportunities for expansion of the Company’s business;

•

difficulties of managing growth profitably;

•

the loss of one or more members of the Company’s executive management team;

•

the potential impact of a global health crisis on the industries in which the Company operates and the Company’s business, results of operations, financial condition and cash flows;

•

other risks and uncertainties included from time to time in the Company’s reports (including all amendments to those reports) filed with the U.S. Securities and Exchange Commission;

•

other risks and uncertainties indicated in our 2023 Form 10-K, including those set forth under the section entitled “Risk Factors”; and

•

other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this report and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For a discussion of our market risks, refer to Part II, Item 7A. - Quantitative and Qualitative Disclosures about Market Risk in our 2023 Form 10-K. There have been no material changes to our exposure to market risks since the date of our 2023 Form 10-K.

Item 4. Controls and Procedures

We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2024 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in U.S. Securities and Exchange Commission rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There have been no material changes in the risk factors previously disclosed in the Company’s 2023 Form 10-K, Part II, Item 1A. “Risk Factors.” However, the risks and uncertainties that we face are not limited to those set forth in the 2023 Form 10-K. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially and adversely affect our business and the trading price of our securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Stephen Lazarus, the Company’s Chief Financial Officer and Chief Operating Officer, entered into a 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) on June 13, 2024. The plan provides for the sale of up to 400,000 shares of the Company's common stock in the period commencing on September 13, 2024 and ending on the earlier of December 31, 2026 or the execution of all trades contemplated by the plan.

Item 6. Exhibits


Exhibit No.

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Section 1350 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Section 1350 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

104		The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: October 31, 2024


ONESPAWORLD HOLDINGS LIMITED

By:		/s/ Leonard Fluxman
		Leonard Fluxman
		Executive Chairman, President, Chief Executive Officer and Director
		Principal Executive Officer

By:		/s/ STEPHEN B. LAZARUS
		Stephen B. Lazarus
		Chief Financial Officer and Chief Operating Officer
		Principal Financial and Accounting Officer