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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30,
2025
OR
☐
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.
Large Accelerated filer
☒
Accelerated filer
☐
Non-Accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
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 27, 2025, the registrant had
101,952,381
voting common shares issued and outstanding.
Voting common stock, $
0.0001
par value;
225,000,000
shares authorized,
101,952,381
issued and outstanding at September 30, 2025 and
104,551,189
shares issued and outstanding at December 31, 2024
10
10
Additional paid-in capital
806,239
833,979
Accumulated deficit
(
252,778
)
(
279,889
)
Accumulated other comprehensive (loss) income
(
680
)
397
Total shareholders' equity
552,791
554,497
Total liabilities and shareholders' equity
$
732,595
$
746,423
The accompanying notes are an integral part of the condensed consolidated financial statements.
1
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,
2025
2024
2025
2024
REVENUES:
Service revenues
$
208,042
$
194,407
$
579,919
$
547,462
Product revenues
50,476
47,289
138,955
130,351
Total revenues
258,518
241,696
718,874
677,813
COST OF REVENUES AND OPERATING EXPENSES:
Cost of services
172,077
159,598
481,481
454,424
Cost of products
42,858
40,147
118,139
110,815
Administrative
4,568
4,238
13,191
13,035
Salaries, benefits and payroll taxes
8,402
8,556
28,218
26,279
Amortization of intangible assets
4,131
4,144
12,399
12,431
Long-lived assets impairment
180
—
180
—
Total cost of revenues and operating expenses
232,216
216,683
653,608
616,984
Income from operations
26,302
25,013
65,266
60,829
OTHER (EXPENSE) INCOME
Interest expense, net
(
1,379
)
(
2,496
)
(
3,921
)
(
7,672
)
Change in fair value of warrant liabilities
—
—
—
7,677
Total other (expense) income
(
1,379
)
(
2,496
)
(
3,921
)
5
Income before income tax expense
24,923
22,517
61,345
60,834
INCOME TAX EXPENSE
578
966
1,789
2,358
NET INCOME
$
24,345
$
21,551
$
59,556
$
58,476
NET INCOME PER SHARE
Basic
$
0.24
$
0.21
$
0.57
$
0.56
Diluted
$
0.23
$
0.20
$
0.57
$
0.56
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic
103,156
104,884
103,651
103,824
Diluted
103,618
105,587
104,100
104,762
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Net income
$
24,345
$
21,551
$
59,556
$
58,476
Other comprehensive loss, net of tax:
Foreign currency translation adjustments
(
78
)
263
267
148
Cash flows hedges:
Net unrealized gain (loss) on derivative
84
(
42
)
(
661
)
300
Amount realized and reclassified into earnings
(
227
)
(
855
)
(
683
)
(
2,747
)
Total other comprehensive loss, net of tax
(
221
)
(
634
)
(
1,077
)
(
2,299
)
Total comprehensive income
$
24,124
$
20,917
$
58,479
$
56,177
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(in thousands)
Three Months Ended September 30, 2025
Issued Common Voting Shares
Voting Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Loss
Accumulated Deficit
Total Shareholders’ equity
BALANCE, June 30, 2025
102,697
$
10
$
814,701
$
(
459
)
$
(
265,924
)
$
548,328
Net income
—
—
—
—
24,345
24,345
Stock-based compensation
—
—
2,079
—
—
2,079
Foreign currency translation adjustment
—
—
—
(
78
)
—
(
78
)
Unrecognized loss on derivatives
—
—
—
(
143
)
—
(
143
)
Repurchase and retirement of common shares (1)
(
816
)
—
(
6,433
)
—
(
11,199
)
(
17,632
)
Dividends (1)
—
—
(
4,108
)
—
—
(
4,108
)
Common shares issued under equity incentive plan
71
—
—
—
—
—
BALANCE, September 30, 2025
101,952
$
10
$
806,239
$
(
680
)
$
(
252,778
)
$
552,791
Nine Months Ended September 30, 2025
Issued Common Shares
Voting Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Total Shareholders’ equity
BALANCE, December 31, 2024
104,551
$
10
$
833,979
$
397
$
(
279,889
)
$
554,497
Net income
—
—
—
—
59,556
59,556
Stock-based compensation
—
—
7,751
—
—
7,751
Foreign currency translation adjustment
—
—
—
267
—
267
Repurchase and retirement of common shares (1)
(
2,910
)
—
(
23,088
)
—
(
32,445
)
(
55,533
)
Unrecognized loss on derivatives
—
—
—
(
1,344
)
—
(
1,344
)
Dividends (1)
—
—
(
12,403
)
—
—
(
12,403
)
Common shares issued under equity incentive plan
311
—
—
—
—
—
BALANCE, September 30, 2025
101,952
$
10
$
806,239
$
(
680
)
$
(
252,778
)
$
552,791
(1) See Note 5 – “Equity” for further details.
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(in thousands)
(CONTINUED)
Three Months Ended September 30, 2024
Issued Common Shares
Voting 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
(
745
)
—
(
5,988
)
—
(
5,263
)
(
11,251
)
Dividends
—
—
(
4,172
)
—
—
(
4,172
)
Common shares issued due to warrants exercised
13
—
—
—
—
—
BALANCE, September 30, 2024
103,982
$
10
$
835,230
$
(
844
)
$
(
294,277
)
$
540,119
Nine Months Ended September 30, 2024
Issued Common Shares
Voting 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
(
1,351
)
—
(
10,693
)
—
(
8,295
)
(
18,988
)
Unrecognized loss on derivatives
—
—
—
(
2,447
)
—
(
2,447
)
Accrued dividends cancelled on common stock
—
—
2,449
—
—
2,449
Exercise of Sponsor and Public Warrants
4,503
—
57,628
—
—
57,628
Cashless exercise of 2020 PIPE Warrants
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
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended September 30,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
59,556
$
58,476
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization
18,840
18,090
Long-lived assets impairment
180
—
Amortization of deferred financing costs
356
704
Losses on early extinguishment of debt
—
735
Change in fair value of warrant liabilities
—
(
7,677
)
Stock-based compensation
7,751
6,163
Provision for doubtful accounts
14
14
Loss from write-offs of property and equipment
—
67
Noncash lease expense
12
16
Changes in:
Accounts receivable, net
(
1,659
)
(
1,475
)
Inventories, net
(
16,543
)
4,106
Prepaid expenses
(
2,622
)
(
1,155
)
Other current assets
(
1,347
)
(
392
)
Other non-current assets
(
3,700
)
(
22,100
)
Accounts payable
4,814
(
1,876
)
Accrued expenses
(
1,971
)
1,442
Other current liabilities
(
117
)
(
224
)
Other long-term liabilities
—
7,333
Net cash provided by operating activities
63,564
62,247
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
(
10,024
)
(
3,433
)
Net cash used in investing activities
(
10,024
)
(
3,433
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of warrants
—
51,698
Proceeds from term loan facility
—
100,000
Repayment on first lien and term loan facilities
(
13,750
)
(
159,639
)
Repurchase of common shares
(
55,533
)
(
18,988
)
Payment of deleveraging fee on term loan facilities
—
(
5,420
)
Dividends
(
12,403
)
(
4,172
)
Payment of deferred financing costs
(
9
)
(
1,340
)
Net cash used in financing activities
(
81,695
)
(
37,861
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
272
138
Net (decrease) increase in cash, cash equivalents and restricted cash
(
27,883
)
21,091
Cash, cash equivalents and restricted cash, Beginning of period
58,637
28,902
Cash, cash equivalents and restricted cash, End of period
$
30,754
$
49,993
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(Unaudited)
(in thousands)
Nine Months Ended September 30,
2025
2024
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes
$
2,027
$
3,110
Interest
$
4,773
$
9,678
Non-cash financing transactions:
Cashless exercise of warrants
$
—
$
6,793
Accrued dividends cancelled on common stock
$
—
$
2,449
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(Unaudited)
1. DESCRIPTION OF BUSINESS
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 destination 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 medi-spa 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 destination 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, 2024 (the “2024 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. See Note 12-"Commitments and Contingencies" for further information.
The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of September 30, 2025 and 2024 to the total amount presented in our condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024 (in thousands):
Balance as of September 30,
2025
2024
Cash and cash equivalents
$
29,556
$
48,795
Restricted cash
1,198
1,198
Total cash and restricted cash in the condensed consolidated statement of cash flows
$
30,754
$
49,993
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
material inventory reserve was necessary for the three and nine months ended September 30, 2025 and 2024.
Other Assets-Deferred Costs
Costs incurred to enter into new or 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 $
21.8
million and $
21.0
million as of September 30, 2025 and December 31, 2024, respectively, and is presented within other non-current assets in the accompanying condensed consolidated balance sheets. Amortization of the deferred contract costs was $
1.1
million and $
0.9
million for the three months ended September 30, 2025 and 2024, respectively.
8
Amortization of the deferred contract costs was $
2.9
million and $
2.8
million for the nine months ended September 30, 2025 and 2024, respectively. Amortization of deferred costs are included in cost of services in the accompanying condensed consolidated statements of operations.
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 entity 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.
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,
2025
2024
2025
2024
Numerator:
Net income
$
24,345
$
21,551
$
59,556
$
58,476
Denominator:
Weighted average shares outstanding – Basic
103,156
104,884
103,651
103,824
Dilutive effect of warrants
—
—
—
292
Dilutive effect of stock-based awards
462
703
449
646
Weighted average shares outstanding – Diluted
103,618
105,587
104,100
104,762
Net income per voting and non-voting share:
Basic
$
0.24
$
0.21
$
0.57
$
0.56
Diluted
$
0.23
$
0.20
$
0.57
$
0.56
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,
2025
2024
2025
2024
Performance stock units
181
282
181
282
181
282
181
282
9
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 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. Based on the Company’s current analysis, the adoption of ASU 2023-09 is not expected to have a material impact on its consolidated financial position, results of operations, or cash flows. However, it will result in expanded income tax disclosures in the annual financial statements, including increased disaggregation within the rate reconciliation and additional disclosures of income taxes paid by jurisdiction.
In November 2024, the FASB issued ASU No. 2024-03 ("ASU 2024-03"), Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40) amending existing income statement disclosure guidance, primarily requiring more detailed disclosure for expenses. The provisions of ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments can be applied on either a prospective or retroactive basis. 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, 2025 (in thousands, except amortization period):
Cost
Accumulated Amortization and Impairment
Net Balance
Weighted Average Amortization Period (in years)
Retail concession agreements
$
604,700
$
(
101,319
)
$
503,381
39
Destination resort agreements
17,900
(
9,287
)
8,613
15
Trade name
6,200
(
700
)
5,500
Indefinite-life
Licensing agreement
1,000
(
1,000
)
-
8
$
629,800
$
(
112,306
)
$
517,494
The following is a summary of the Company’s intangible assets as of December 31, 2024 (in thousands, except amortization period):
Cost
Accumulated Amortization and Impairment
Net Balance
Weighted Average Amortization Period (in years)
Retail concession agreements
$
604,700
$
(
89,691
)
$
515,009
39
Destination resort agreements
17,900
(
8,377
)
9,523
15
Trade name
6,200
(
700
)
5,500
Indefinite-life
Licensing agreement
1,000
(
1,000
)
-
8
$
629,800
$
(
99,768
)
$
530,032
The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Amortization expense was $
4.1
million for each of the three-month periods ended September 30, 2025 and 2024. Amortization expense was $
12.4
million for each of the nine-month periods ended September 30, 2025 and 2024. Amortization expense is estimated to be $
16.5
million in each of the next five years beginning in 2025.
10
4. LONG-TERM DEBT
Long-term debt consisted of the following (in thousands, except interest rate):
Interest Rate As of
As of
September 30,
2025
December 31,
2024
Maturities Through
September 30,
2025
December 31,
2024
Term loan facility
6.2
%
6.3
%
2029
$
86,250
$
100,000
Less: unamortized debt issuance cost
(
1,096
)
(
1,443
)
Total debt, net of unamortized debt issuance cost
85,154
98,557
Less: current portion of long-term debt
-
(
5,000
)
Long-term debt, net
$
85,154
$
93,557
On September 20, 2024 (the “Closing Date”), the Company and its subsidiaries, Dory Acquisition S
ub, Inc. (“Dory Acquisition”) and OneSpaWorld (Maritime) Limited f/k/a OneSpaWorld (Bahamas) Limited (“OneSpaWorld Maritime” 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 Maritime) (the “Term Loan Facility”), which was fully drawn on the Closing Date, and (y) a revolving loan facility of u
p 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, 2025 and December 31, 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 Secured Overnight Financing Rate
(“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. During the third quarter of 2025, we made a voluntary repayment of $
10
million on the Term Loan Facility, in addition to the required quarterly amortization payment. This prepayment satisfied upcoming scheduled amortization payments; therefore, no additional principal payments are scheduled for the remainder of 2025, for 2026, and partially for 2027, as reflected in the table below.
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. As of September 30, 2025 and December 31, 2024, the Company was in compliance with all of the covenants contained in the New Credit Agreement.
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 following are scheduled principal repayments on long-term debt as of September 30, 2025 for each of the next five years (in thousands):
11
Year
Amount
Remainder of 2025
$
-
2026
-
2027
1,250
2028
5,000
2029
80,000
Total
$
86,250
Borrowing Capacity:
As of September 30, 2025, 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. EQUITY
Dividends Declared Per Common Share
On February 12, 2025, our Board of Directors declared a quarterly dividend of $
0.04
per share of common stock, which we paid in cash on
March 26, 2025
, to shareholders of record at the close of business on
March 12, 2025
.
On April 23, 2025, our Board of Directors approved a quarterly dividend payment of $
0.04
per share of common stock, which we paid in cash on
June 4, 2025
to shareholders of record at the close of business on
May 21, 2025
.
On July 23, 2025, our Board of Directors approved a quarterly dividend payment of $
0.04
per share of common stock, which we paid in cash on
September 3, 2025
to shareholders of record at the close of business on
August 20, 2025
. See Note 13-"Subsequent Events" for additional dividends declared and further information.
Share Repurchase Program
On April 23, 2024, the Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $
50
million of its common shares (the "2024 Share Repurchase Program”). Share repurchases made under the 2024 Share Repurchase Program were funded through the Company’s available cash. During the first quarter of 2025, the Company purchased
2,094,498
common shares
at an aggregate cost of $
37.9
million.
Upon consummation of the repurchases, such common shares reverted to authorized but unissued common 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.
On April 23, 2025, the Board of Directors approved a new share repurchase program to repurchase up to $
75.0
million of the Company’s common shares (the “2025 Share Repurchase Program”). As of the approval date, $
900,000
remained available under the 2024 Share Repurchase Program, which was cancelled upon the adoption of the 2025 Share Repurchase Program. Repurchases under the 2025 Share Repurchase Program 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 share repurchases will depend on a variety of factors, including business and market conditions. The 2025 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. During the three- and nine-month periods ended September 30, 2025, the Company repurchased
816,028
common shares
at an aggregate cost of $
17.6
million.
Upon consummation of the repurchases, such common shares reverted to authorized but unissued common 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.
12
6. STOCK-BASED COMPENSATION
The share-based compensation expense for the three months ended September 30, 2025 and 2024 was $
2.1
million $
2.0
million, respectively, and 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, 2025 and 2024 was $
7.8
million and $
6.2
million, respectively, and is included as a component of salary, benefits and payroll taxes in the accompanying condensed consolidated statements of operations.
During the first quarter of 2025, the Company accelerated the vesting of certain restricted stock units ("RSUs") and performance stock units ("PSUs"), including those related to a previously announced executive departure in March 2025, making them fully vested, resulting in incremental share-based compensation expense of $
1.4
million.
The following is a summary of restricted share units (
"
RSUs
"
) activity for the nine months ended September 30, 2025:
RSUs Activity
Number of Awards
Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2024
590,739
$
17.10
Granted
74,064
22.11
Vested
(
151,128
)
16.46
Forfeited
(
4,708
)
16.15
Non-Vested share units as of September 30, 2025
508,967
$
18.03
The following is a summary of performance share units (
"
PSUs
"
) activity for the nine months ended September 30, 2025:
PSUs Activity
Number of Performance-Based Awards
Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2024
591,325
$
14.62
Granted
(1)
36,142
12.08
Vested
(
185,121
)
13.09
Forfeited
(
4,708
)
16.15
Non-Vested share units as of September 30, 2025
437,638
$
15.04
(1) The amount shown represents performance adjustments for performance-based awards granted in prior fiscal years and vested during the first quarter of 2025 based on the Company’s achievement of the performance conditions.
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.
Product Revenues
Product revenues consist primarily of sales of health and wellness products, such as facial 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
13
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, 2025 and December 31, 2024, 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, 2025 and December 31, 2024.
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, 2025 and December 31, 2024, our Accounts receivable, net from contracts with customers were $
47.9
million and $
46.3
million, respectively. Our contract liabilities for gift cards and customer loyalty programs are described above.
Disaggregation of Revenue and Segment Reporting
The Company operates facilities on cruise ships and in destination resorts, where we provide health, fitness, beauty and wellness services and sell related products. The Company also sells health and wellness, fitness and beauty related products through its
timetospa.com
website, which is a post-cruise sales tool where guests may continue their wellness journey after disembarking. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, products, services, customers and delivery methods. See Note 8 – “Segment and Geographical Information” for further details regarding the Company's operating segments.
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,
2025
2024
2025
2024
Service revenues:
Maritime
$
201,461
$
186,900
$
556,321
$
520,673
Destination resorts
6,581
7,507
23,598
26,789
Total service revenues
208,042
194,407
579,919
547,462
Product revenues:
Maritime
49,698
46,211
136,007
126,813
Destination resorts
473
570
1,645
1,915
Timetospa.com
305
508
1,303
1,623
Total product revenues
50,476
47,289
138,955
130,351
Total revenues
$
258,518
$
241,696
$
718,874
$
677,813
14
8. SEGMENT AND GEOGRAPHICAL INFORMATION
The Company operates facilities on cruise ships and in destination resorts, where we provide health and wellness services and sell beauty products. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar business and economic characteristics, operations, services and product offerings, and customers. Additionally, the Company’s operating segments are components for which separate financial information is available. However, the
Chief Executive Officer
, who serves as the Company’s Chief Operating Decision Maker (CODM), primarily reviews financial results and makes decisions on a consolidated basis.
The CODM uses this consolidated financial information to assess performance, allocate resources, and make strategic decisions, including those related to capital expenditures and personnel.
The CODM regularly analyzes net income (loss), and the components thereof, as reported on the Company’s consolidated statements of operations, to assess operating trends and performance, including budget-to-actual variances; allocate resources; and make key strategic and operating decisions
. All expense categories on the condensed consolidated statements of operations are significant and there are no other significant segment expenses that would require disclosure.
Since the Company operates as
one
reportable segment, all financial information required by “Segment Reporting” can be found in the accompanying condensed consolidated financial statements. The CODM does not review segment assets at a level other than that presented in the Company’s condensed consolidated balance sheets. There are no intra-entity sales or transfers and no significant expense categories regularly provided to the CODM beyond those disclosed in the condensed consolidated statements of operations. Information related to the Company’s services and products is disclosed in Note 7, “Revenue Recognition”.
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,
2025
2024
2025
2024
Revenues:
U.S.
$
3,559
$
4,023
$
11,718
$
13,582
Other countries
3,953
4,709
15,378
17,218
Not connected to a country
251,006
232,964
691,778
647,013
Total
$
258,518
$
241,696
$
718,874
$
677,813
As of
September 30,
2025
December 31,
2024
Property and equipment, net:
U.S.
$
4,526
$
4,977
Other countries
6,190
1,633
Not connected to a country
13,369
11,068
Total
$
24,085
$
17,678
15
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, 2025
Accumulated Other Comprehensive Income (Loss) for the Nine Months Ended September 30, 2024
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 (Loss)
Beginning of the period
$
(
968
)
$
1,365
$
397
$
(
917
)
$
2,372
$
1,455
Current period other comprehensive income (loss) before reclassifications
267
(
661
)
(
394
)
148
300
448
Amounts reclassified into earnings
-
(
683
)
(
683
)
-
(
2,747
)
(
2,747
)
Net current period other comprehensive income (loss)
267
(
1,344
)
(
1,077
)
148
(
2,447
)
(
2,299
)
Ending balance
$
(
701
)
$
21
$
(
680
)
$
(
769
)
$
(
75
)
$
(
844
)
(1)
See Note 10.
10. FAIR VALUE MEASUREMENTS AND DERIVATIVES
Fair Value Measurements
Cash and cash equivalents at September 30, 2025 and December 31, 2024 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, 2025 and December 31, 2024 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, 2024 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, 2025
December 31, 2024
Carrying Value
Estimated Fair Value
Carrying Value
Estimated Fair Value
Cash
$
29,556
$
29,556
$
57,439
$
57,439
Restricted cash
1,198
1,198
1,198
1,198
Total cash
$
30,754
$
30,754
$
58,637
$
58,637
Term loan facility (a)
$
86,250
(b)
$
100,000
$
100,740
(a)
The debt 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, 2025 was recently originated and bears variable interest rates that are tied to SOFR plus an applicable margin. As a result, the Company believes that the fair value of long-term debt as of September 30, 2025 approximates its carrying amount.
16
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, 2025
Fair Value Measurements at
December 31, 2024
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
$
174
$
-
$
174
$
-
$
653
$
-
$
653
$
-
Derivative financial instruments
(1)
Other non- current assets
-
-
-
-
711
-
711
-
Total assets
$
174
$
-
$
174
$
-
$
1,364
$
-
$
1,364
$
-
Liabilities:
Derivative financial instruments
(1)
Other long-term liabilities
154
-
154
-
-
-
-
-
Total liabilities
$
154
$
-
$
154
$
-
$
-
$
-
$
-
$
-
(1)
Consists of an amount attributable to two interest rate swap contracts; see "Derivatives" below.
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 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, 2025, the aggregate notional amount of the interest rate swap agreements was $
86.2
million.
There was no ineffectiveness related to the interest rate swaps. The gain or loss on the derivative 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 $
0.2
million of income from accumulated other comprehensive (loss) income into interest expense within the next twelve months.
17
The fair value of the interest rate swap contract 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 contract was categorized as Level 2 in the fair value hierarchy. The Company is not required to post cash collateral related to this derivative instrument.
The effect of the interest rate swap contract 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,
2025
2024
2025
2024
Gain (Loss) recognized in accumulated other comprehensive income (loss)
$
84
$
(
42
)
$
(
661
)
$
300
Amounts reclassified from accumulated other comprehensive income (loss) to interest expense
$
(
227
)
$
(
855
)
$
(
683
)
$
(
2,747
)
11. INCOME TAXES
For the three months ended September 30, 2025 and 2024, the Company recorded an income tax expense of $
0.6
million and $
1.0
million, respectively. For the nine months ended September 30, 2025 and 2024, the Company recorded an income tax expense of $
1.8
million and $
2.4
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 is primarily attributable to foreign rate differential, including income earned in jurisdictions not subject to income taxes, 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 and is included in “Accrued expenses” on the Company's condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024. The Company believes the ultimate outcome of this matter will not have a material adverse impact on the consolidated financial statements.
13. SUBSEQUENT EVENTS
The Company announced on October 29, 2025 that the Board of Directors approved a quarterly dividend payment o
f $
0.05
per Common Share payable on
December 3, 2025
to shareholders of record as of the close of business on
November 19, 2025
.
Subsequent to September 30, 2025, and through October 29, 2025, the Company repurchased an additional
721,663
common shares under the 2025 Share Repurchase Program
at an aggregate cost of $
15.0
million.
18
Item 2.
Management’s Discussion and Analysis o
f 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, 2024. 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 in 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 18x 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 staff recruitment, training and logistics platform, global operations infrastructure, and decades-long relationships with our 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 their 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 our powerful recruiting, training and logistics platforms to manage our operational complexity, maintain our industry-leading quality standards, and maximize revenue and profitability per health and wellness 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 substantially all of our cruise line agreements.
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.
•
Revenue Days.
Revenue Days are the days on which the health and wellness centers are open onboard a revenue generating cruise with passengers.
•
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.
19
•
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,
2025
2024
2025
2024
Average Ship Count
199
195
195
190
Period End Ship Count
204
196
204
196
Average Weekly Revenue Per Ship
$
95,675
$
91,019
$
91,014
$
86,978
Average Revenue Per Shipboard Staff Per Day
$
622
$
602
$
598
$
579
Revenue Days
18,338
17,908
53,165
52,058
Average Resort Count
50
52
50
52
Period End Resort Count
49
52
49
52
Average Weekly Revenue Per Resort
$
10,794
$
11,860
$
12,998
$
14,210
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. Cost of services has historically been highly variable; increases and decreases in cost of services are primarily attributable to corresponding increases or decreases in service revenues. Cost of services has remained generally 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). Cost of products has historically been highly variable; 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 remained generally 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.
20
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, 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, 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, and implementation of proprietary technologies to increase our health and wellness 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 increasing collaboration with 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 the frequency and intensity of hurricanes, which may be impacted by climate change. The negative impact of hurricanes in the Northern Hemisphere is highest during peak season, from August through October.
•
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 2024 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.
21
Results of Operations
Three Months
Ended
September 30, 2025
% of Total
Revenue
Three Months
Ended
September 30, 2024
% of Total
Revenue
(in thousands, except per share amounts)
REVENUES:
Service revenues
$
208,042
80
%
$
194,407
80
%
Product revenues
50,476
20
%
47,289
20
%
Total revenues
258,518
100
%
241,696
100
%
COST OF REVENUES AND OPERATING
EXPENSES:
Cost of services
172,077
67
%
159,598
66
%
Cost of products
42,858
17
%
40,147
17
%
Administrative
4,568
2
%
4,238
2
%
Salaries, benefits and payroll taxes
8,402
3
%
8,556
4
%
Amortization of intangible assets
4,131
2
%
4,144
2
%
Long-lived assets impairment
180
0
%
—
0
%
Total cost of revenues and operating expenses
232,216
90
%
216,683
90
%
Income from operations
26,302
10
%
25,013
10
%
OTHER EXPENSE
Interest expense, net
(1,379
)
-1
%
(2,496
)
-1
%
Total other expense
(1,379
)
-1
%
(2,496
)
-1
%
Income before income tax expense
24,923
10
%
22,517
9
%
INCOME TAX EXPENSE
578
0
%
966
0
%
NET INCOME
$
24,345
9
%
$
21,551
9
%
NET INCOME PER SHARE:
Basic
$
0.24
$
0.21
Diluted (1)
$
0.23
$
0.20
WEIGHTED-AVERAGE SHARES OUTSTANDING:
Basic
103,156
104,884
Diluted
103,618
105,587
(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, 2025 compared to three months ended September 30, 2024
Revenues
. Total revenues increased 7% to $258.5 million compared to $241.7 million in the third quarter of 2024, driven by a 4% increase in average guest spend, fleet expansion due to 2025 vessel newbuilds, and a 1% increase in revenue days, contributing $7.8 million, $6.8 million and $3.2 million, respectively, to the increase in Total revenues. Contributing to the increased volume and spend was $2.7 million in increased pre-booked revenues at health and wellness centers included in our ship count as of September 30, 2025. Growth in our maritime Total revenues was offset by a $1.0 million decrease in our destination resorts Total revenues, partially due to the closure of hotels where we had previously operated.
22
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, 2025 were $208.0 million, an increase of $13.6 million, or 7%, compared to $194.4 million for the three months ended September 30, 2024.
•
Product revenues.
Product revenues for the three months ended September 30, 2025 were $50.5 million, an increase of $3.2 million, or 7%, compared to $47.3 million for the three months ended September 30, 2024.
Cost of services
. Cost of services for the three months ended September 30, 2025 were $172.1 million, an increase of $12.5 million, or 8%, compared to $159.6 million for the three months ended September 30, 2024. The increase primarily was attributable to costs associated with increased Service revenues of $208.0 million in the quarter compared with Service revenues of $194.4 million in the third quarter of 2024.
Cost of products
. Cost of products for the three months ended September 30, 2025 were $42.9 million, an increase of $2.7 million, or 7%, compared to $40.1 million for the three months ended September 30, 2024. The increase primarily was attributable to costs associated with increased Product revenues of $50.5 million in the quarter compared to Product revenues of $47.3 million in the third quarter of 2024.
Administrative
. Administrative expenses for the three months ended September 30, 2025 were $4.6 million, an increase of $0.3 million, or 8%, compared to $4.2 million for the three months ended September 30, 2024. The increase was primarily attributable to higher costs related to computer maintenance and supplies.
Salaries, benefits and payroll taxes
. Salaries, benefits and payroll taxes for the three months ended September 30, 2025 were $8.4 million, a decrease of $0.2 million, or (2%), compared to $8.6 million for the three months ended September 30, 2024. The decrease was due primarily to lower than prior year incentive-based compensation expense of approximately $0.1 million.
Amortization of intangible assets
. Amortization of intangible assets was $4.1 million for each the three-month periods ended September 30, 2025 and 2024.
Other expense
. Other expense includes interest expense. Interest expense, net for the three months ended September 30, 2025 was $1.4 million, a decrease of $1.1 million, or (45%), compared to $2.5 million for the three months ended September 30, 2024. The decrease was primarily attributable to lower debt balances and lower effective interest rates. Since the year ended December 31, 2023, we have repaid a total of $73.3 million in debt instruments.
Income tax expense
.
Income tax expense for the three months ended September 30, 2025 was an expense of $0.6 million, a decrease of $0.4 million, or (40%), compared to $1.0 million tax expense for the three months ended September 30, 2024. The decrease was primarily attributable to a mix of income earned in lower taxed jurisdictions.
Net income
. Net income for the three months ended September 30, 2025 was $24.3 million, an increase of $2.8 million, or 13%, compared to a net income of $21.6 million for the three months ended September 30, 2024. The $2.8 million increase in net income was primarily driven by a $1.3 million improvement in income from operations and a $1.1 million reduction in interest expense.
23
Nine Months
Ended
September 30, 2025
% of Total
Revenue
Nine Months
Ended
September 30, 2024
% of Total
Revenue
(in thousands, except per share amounts)
REVENUES:
Service revenues
$
579,919
81
%
$
547,462
81
%
Product revenues
138,955
19
%
130,351
19
%
Total revenues
718,874
100
%
677,813
100
%
COST OF REVENUES AND OPERATING
EXPENSES:
Cost of services
481,481
67
%
454,424
67
%
Cost of products
118,139
16
%
110,815
16
%
Administrative
13,191
2
%
13,035
2
%
Salary, benefits and payroll taxes
28,218
4
%
26,279
4
%
Amortization of intangible assets
12,399
2
%
12,431
2
%
Long-lived assets impairment
180
0
%
—
0
%
Total cost of revenues and operating expenses
653,608
91
%
616,984
91
%
Income from operations
65,266
9
%
60,829
9
%
OTHER (EXPENSE) INCOME
Interest expense, net
(3,921
)
-1
%
(7,672
)
-1
%
Change in fair value of warrant liabilities
—
—
7,677
1
%
Total other (expense) income
(3,921
)
-1
%
5
0
%
Income before income tax expense
61,345
9
%
60,834
9
%
INCOME TAX EXPENSE
1,789
0
%
2,358
0
%
NET INCOME
$
59,556
8
%
$
58,476
9
%
NET INCOME PER SHARE
Basic
$
0.57
$
0.56
Diluted (1)
$
0.57
$
0.56
WEIGHTED-AVERAGE SHARES OUTSTANDING:
Basic
103,651
103,824
Diluted
104,100
104,762
(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, 2025 compared to nine months ended September 30, 2024
Revenues
. Total revenues increased 6% to $718.9 million compared to $677.8 million for the nine months ended September 30, 2024, driven by a 4% increase in average guest spend, fleet expansion due to 2025 vessel newbuilds, and a 1% increase in revenue days contributing $22.5 million, $10.6 million and $11.4 million, respectively, of the increase in Total revenues for the period. Contributing to the increased volume and spend was $7.7 million in increased pre-booked revenues at health and wellness centers included in our ship count as of September 30, 2025. Growth in our Maritime Total revenues was offset by a $3.5 million decrease in our destination resorts Total revenues, partially due to the closure of hotels where we had previously operated.
The break-down of revenue between service and product revenues was as follows:
•
Service revenues
. Service revenues for the nine months ended September 30, 2025 were $579.9 million, an increase of $32.5 million, or 6%, compared to $547.5 million for the nine months ended September 30, 2024.
•
Product revenues.
Product revenues for the nine months ended September 30, 2025 were $139.0 million, an increase of $8.6 million, or 7%, compared to $130.4 million for the nine months ended September 30, 2024.
Cost of services
. Cost of services for the nine months ended September 30, 2025 were $481.5 million, an increase of $27.1 million, or 6%, compared to $454.4 million for the nine months ended September 30, 2024. The increase primarily was attributable to costs associated with increased Service revenues of $579.9 million in the nine months ended September 30, 2025 from our operating health and wellness centers at sea and on land, compared with Service revenues of $547.5 million in the nine months ended September 30, 2024.
Cost of products
. Cost of products for the nine months ended September 30, 2025 were $118.1 million, an increase of $7.3 million, or 7%, compared to $110.8 million for the nine months ended September 30, 2024. The increase primarily was attributable to costs associated with increased Product revenues of $139.0 million in the nine months ended September 30, 2025 from our operating health and wellness centers at sea and on land, compared to Product revenues of $130.4 million in the nine months ended September 30, 2024.
24
Administrative
. Administrative expenses for the nine months ended September 30, 2025 were $13.2 million, a decrease of $0.2 million, or 1%, compared to $13.0 million for the nine months ended September 30, 2024. The change was not material.
Salaries, benefits and payroll taxes
. Salaries, benefits and payroll taxes for the nine months ended September 30, 2025 were $28.2 million, an increase of $1.9 million, or 7%, compared to $26.3 million for the nine months ended September 30, 2024. The increase was primarily attributable to expenses associated with the termination of employment of the Company’s former Chief Commercial Officer, including $1.1 million of severance expense and $1.4 million of expense related to vesting treatment in respect of restricted stock units and performance stock units.
Amortization of intangible assets
. Amortization of intangible assets was $12.4 million for each of the nine-month periods ended September 30, 2025 and 2024.
Other expense
. Other expense includes interest expense and change in the fair value of the warrant liabilities. Interest expense, net for the nine months ended September 30, 2025 was $3.9 million, a decrease of $3.8 million, or (49%), compared to $7.7 million for the nine months ended September 30, 2024. The decrease was primarily attributable to lower debt balances and lower effective interest rates. Since the year ended December 31, 2023, we have repaid a total of $73.3 million in debt instruments. The change in fair value of the outstanding warrants during the nine months ended September 30, 2025 was zero compared to a gain of $7.7 million during the nine months ended September 30, 2024. The Company had no outstanding warrants during the nine months ended September 30, 2025; accordingly, there was no impact on the condensed consolidated statement of operations during this period.
Income tax expense
. Income tax expense for the nine months ended September 30, 2025 was an expense of $1.8 million, a decrease of $0.6 million, or (24%), compared to $2.4 million tax expense for the nine months ended September 30, 2024. The decrease was primarily attributable to mix of income earned in lower taxed jurisdictions.
Net income
. Net income for the nine months ended September 30, 2025 was $59.6 million, an increase of $1.1 million, or 2%, compared to a net income of $58.5 million for the nine months ended September 30, 2024. The increase was primarily attributable to a $4.4 million improvement in income from operations and a $3.8 million decrease in interest expense. These favorable impacts were partially offset by the non-recurrence of a $7.7 million gain recognized in the prior-year period related to the change in the fair value of warrant liabilities.
Liquidity and Capital Resources
Overview
We fund our operations principally with cash flow from operations. Our principal uses for our liquidity have been funding the operations of our health and wellness centers onboard 204 cruise ships and in 49 destination resorts, including associated working capital investment and capital expenditures; capital expenditures in technology and infrastructure assets to enhance our complex global operating platform; debt service, including $13.8 million repayment of our Term Loan Facility; payment of $12.4 million in dividends to shareholders; and purchasing 2,094,000 of our common shares under our 2024 Share Repurchase Program and 816,028 of our common shares under our 2025 Share Repurchase Program, among other uses of our liquidity.
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 to comply with all debt covenants as required by our debt agreements.
25
Cash Flows
The following table shows summary cash flow information for the nine months ended September 30, 2025 and the nine months ended September 30, 2024.
(in thousands)
Nine Months
Ended
September 30, 2025
Nine Months
Ended
September 30, 2024
Net income
$
59,556
$
58,476
Depreciation and amortization
18,840
18,090
Long-lived assets impairment
180
—
Amortization of deferred financing costs
356
704
Losses on early extinguishment of debt
—
735
Change in fair value of warrant liabilities
—
(7,677
)
Stock-based compensation
7,751
6,163
Provision for doubtful accounts
14
14
Loss from write-offs of property and equipment
—
67
Noncash lease expense
12
16
Changes in working capital
(23,145
)
(14,341
)
Net cash provided by operating activities
63,564
62,247
Capital expenditures
(10,024
)
(3,433
)
Net cash used in investing activities
(10,024
)
(3,433
)
Proceeds from exercise of warrants
—
51,698
Proceeds from term loan facility
—
100,000
Repayment on first lien and term loan facilities
(13,750
)
(159,639
)
Repurchase of common shares
(55,533
)
(18,988
)
Payment of deleveraging fee on term loan facilities
—
(5,420
)
Dividends
(12,403
)
(4,172
)
Payment of deferred financing costs
(9
)
(1,340
)
Net cash used in financing activities
(81,695
)
(37,861
)
Effect of exchange rates
272
138
Net (decrease) increase in cash, cash equivalents and restricted cash
$
(27,883
)
$
21,091
Comparison of Results for the nine months ended September 30, 2025 and 2024
Operating activities
. Our net cash provided by operating activities for the nine months ended September 30, 2025 and 2024 were $63.6 million and $62.2 million, respectively. This increase of $1.3 million was due to a change in working capital of ($8.8) million offset by an increase in Net income, net of non-cash items of $10.1 million. The increase in Net income, net of non-cash items was primarily attributable to: (i) increased revenues from a higher number of health and wellness center guests on our existing fleet, expansion of our fleet, and higher guest spend, and (ii) reduced interest expense, which was attributable to lower debt balances. For further discussion, see “Results of Operations”, above. The ($8.8) million change in working capital was attributable to cash outflows of $23.1 million and $14.3 million for the nine months ended September 30, 2025 and 2024, respectively.
The $23.1 million cash outflows from working capital for the nine months ended September 30, 2025 was primarily driven by (i) a $16.5 million increase in Inventories, driven by strategic purchases to secure favorable pricing from certain suppliers ahead of their scheduled annual price increase, as well as to support expanded procurement for new health and wellness centers on cruise line partners’ ships launched during 2025; ii) a $3.7 million increase in Other non-current assets primarily reflecting capitalized contract costs paid to enter into new contracts or to renew long-term contracts; iii) a $2.6 million use of cash related to prepaid expenses; and (iv) a $1.7 million increase in accounts receivable due to higher revenues with respect to the prior year period. These outflows were partially offset by a $4.8 million increase in accounts payable, primarily related to the timing of vendor payments. The remaining changes in working capital, including accrued expenses and other current assets, contributed an additional $3.4 million net use of cash.
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The $14.3 million cash outflows from working capital for the nine months ended September 30, 2024 was primarily driven by (i) a $22.1 million increase in Other non-current assets reflecting capitalized contract costs incurred to enter into new or to renew long-term contracts; (ii) a $1.5 million increase in accounts receivable due to higher revenues with respect to the prior year period; (iii) a $1.9 million decrease in Accounts payable, primarily related to the timing of vendor payments partially offset by (iv) a decrease in inventory of $4.1 million; and (v) an increase in other long-term liabilities of $7.3 million, which relate to fees accrued to cruise line partners.
Investing activities
. Our net cash used in investing activities for the nine months ended September 30, 2025 and 2024 were $10.0 million and $3.4 million, respectively. During the nine months ended September 30, 2025, we made investments in leasehold improvements for certain health and wellness centers operated in destination resorts, as well as technology hardware and software (including artificial intelligence) and medi-spa equipment, to support strategic expansion and enhance operational capabilities.
Financing activities
. Our net cash used in by financing activities for the nine months ended September 30, 2025 and 2024 were ($81.7) million and ($37.9) million, respectively. For the nine months ended September 30, 2025, the Company utilized $55.5 million to repurchase 2,910,000 of our common shares, repaid $13.7 million on the Term Loan Facility and paid Dividends of $12.4 million. 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.
Seasonality
A significant portion of our revenues are generated onboard cruise ships and are subject to specific individual cruise itineraries, as to 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 our highest revenue yields. Further, cruises and destination resorts have been negatively affected by the frequency and intensity of hurricanes, which may be impacted by climate change. The negative impact of hurricanes in the Northern Hemisphere is highest during peak season, from August through October.
Contractual Obligations
As of September 30, 2025, our future contractual obligations have not changed significantly from the amounts disclosed in our 2024 Form 10-K.
Critical Accounting Policies
Management’s discussion and analysis of financial condition and results of operations is based upon our unaudited condensed consolidated 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 unaudited condensed consolidated 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 2024 Form 10-K. We believe that there have been no significant changes during the nine months ended September 30, 2025 to the critical accounting policies disclosed in our 2024 Form 10-K.
Inflation and Economic Conditions
We do not believe that inflation has had a material adverse effect on our revenues or results of operations. However, public demand for activities, including cruises, is influenced by general economic conditions, including inflation, global concerns regarding health, and customer preferences. Periods of economic softness could have a material adverse effect on the cruise industry and hospitality industry upon which we are dependent and could adversely affect our results of operations and financial condition. Severe adverse economic conditions, increases in inflation rates and interest rates, as well as periods of fuel price increases, could have a material adverse effect on our business, results of operations and financial condition.
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 potential impact of outbreaks of illnesses on the industries in which the Company operates and the Company’s business, operations, results of operations and financial condition, including cash flows and liquidity;
•
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 management team;
•
changes in the market for the products we offer for sale;
•
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 2024 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 Qualitat
ive 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 2024 Form 10-K. There have been no material changes to our exposure to market risks since the date of our 2024 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, 2025 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.
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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, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
29
PART II - OTHE
R INFORMATION
Item 1.
Legal
Proceedings
None.
Item 1A.
Ri
sk Factors
There have been no material changes in the risk factors previously disclosed in the Company’s 2024 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 2024 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 Equi
ty Securities and Use of Proceeds
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.
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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 30, 2025
ONESPAWORLD HOLDINGS LIMITED
By:
/s/
Leonard Fluxman
Leonard Fluxman
Executive Chairman, Chief Executive Officer and Director
Principal Executive Officer
By:
/s/ S
TEPHEN
B. L
AZARUS
Stephen B. Lazarus
President, Chief Financial Officer and Chief Operating Officer
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