OneSpaWorld (NASDAQ: OSW) grows Q1 2026 revenue 13% and boosts profit
OneSpaWorld Holdings Limited reported stronger results for the quarter ended March 31, 2026. Total revenues grew 13% to $247.6 million, driven mainly by a 4% increase in cruise revenue days, higher average guest spend, and contributions from new ships.
Net income rose to $21.3 million, up 40% from $15.3 million, with basic and diluted earnings of $0.21 per share. Operating cash flow was $9.1 million, and the company ended the quarter with $17.3 million in cash and restricted cash. Long-term debt, net, was $82.8 million, and the board declared a $0.05 per‑share quarterly dividend, totaling about $5.1 million. The company operated an average of 202 ships and 37 destination resorts during the period.
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Insights
Q1 2026 shows solid top-line growth and higher profitability with manageable leverage.
OneSpaWorld increased Q1 2026 revenue to $247.6M, up 13% year over year, largely from more cruise revenue days, higher guest spend, and contributions from 2026 new ship builds. Service revenue grew 14% and product revenue 7%, confirming demand across offerings.
Income from operations rose to $22.9M, with net income up 40% to $21.3M and EPS at $0.21. Cost lines scaled with growth, while prior-year separation costs and internal restructuring effects supported margin expansion. Cash from operations was $9.1M, after a working-capital outflow tied to partner payments, inventories, and payables timing.
Net long-term debt stood at $82.8M against $17.3M of cash and restricted cash, supported by an undrawn $50M revolver. An interest rate swap hedges the term loan, and the company remained in compliance with leverage and coverage covenants as of March 31, 2026. A quarterly dividend of $0.05 per share continues capital returns alongside modest scheduled debt repayments.
Key Figures
Key Terms
Revenue days financial
Average Weekly Revenue Per Ship financial
Term Secured Overnight Financing Rate financial
cash flow hedge financial
accumulated other comprehensive income (loss) financial
credit facilities financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of Registrant as Specified in its Charter)
Commonwealth of The |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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Harry B. Sands, Lobosky Management Co. Ltd. Airport Industrial Park |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
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.
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Emerging growth company |
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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 April 27, 2026, the registrant had
Table of Contents
OneSpaWorld Holdings Limited
Table of Contents
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PART I - FINANCIAL INFORMATION |
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Item 1. |
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Unaudited Financial Statements |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Quantitative and Qualitative Disclosures about Market Risk |
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Item 4. |
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Controls and Procedures |
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PART II - OTHER INFORMATION |
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Item 1. |
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Legal Proceedings |
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Risk Factors |
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 4. |
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Mine Safety Disclosures |
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Item 5. |
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Other Information |
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Item 6. |
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Exhibits |
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Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and par value data)
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As of |
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March 31, |
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December 31, |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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Restricted cash |
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Accounts receivable, net |
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Inventories, net |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets, net |
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Intangible assets, net |
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OTHER ASSETS: |
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Deferred tax assets |
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Other non-current assets |
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Total other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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LIABILITIES: |
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Accounts payable |
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Accrued expenses |
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Current portion of operating leases |
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Other current liabilities |
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Total current liabilities |
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Other long-term liabilities |
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Long-term operating leases |
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Long-term debt, net |
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Total liabilities |
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Commitments and contingencies (Note 12) |
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SHAREHOLDERS' EQUITY: |
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Common stock: |
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Voting common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive income (loss) |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
1
Table of Contents
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
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Three Months Ended March 31, |
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2026 |
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2025 |
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REVENUES: |
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Service revenues |
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$ |
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$ |
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Product revenues |
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Total revenues |
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COST OF REVENUES AND OPERATING EXPENSES: |
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Cost of services |
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Cost of products |
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Administrative |
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Salaries, benefits and payroll taxes |
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Amortization of intangible assets |
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Total cost of revenues and operating expenses |
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Income from operations |
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INTEREST EXPENSE, NET |
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Income before income tax expense |
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INCOME TAX EXPENSE |
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NET INCOME |
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$ |
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NET INCOME PER SHARE |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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WEIGHTED-AVERAGE SHARES OUTSTANDING |
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Basic |
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Diluted |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
2
Table of Contents
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Net Income |
$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments |
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Cash flows hedges: |
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Net unrealized gain (loss) on derivative |
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Amount realized and reclassified into earnings |
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Total other comprehensive income (loss), net of tax |
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Total comprehensive income |
$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
3
Table of Contents
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(in thousands)
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Three Months Ended March 31, 2026 |
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Issued Common Voting Shares |
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Voting Common Stock |
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Additional Paid-in Capital |
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Accumulated Other Comprehensive (Loss) Income |
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Accumulated Deficit |
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Total Shareholders’ Equity |
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BALANCE, December 31, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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( |
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— |
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( |
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Unrecognized gain on derivatives |
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— |
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— |
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— |
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— |
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Dividends (1) |
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— |
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— |
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( |
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— |
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— |
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( |
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Common shares issued under equity incentive plan |
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— |
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— |
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— |
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— |
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— |
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BALANCE, March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Three Months Ended March 31, 2025 |
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Issued Common Voting Shares |
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Voting Common Stock |
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Additional Paid-in Capital |
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Accumulated Other Comprehensive Income (Loss) |
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Accumulated Deficit |
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Total Shareholders’ Equity |
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BALANCE, December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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Repurchase and retirement of common shares |
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— |
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— |
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Unrecognized loss on derivatives |
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— |
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— |
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— |
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— |
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Dividends |
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— |
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— |
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( |
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— |
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— |
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Common shares issued under equity incentive plan |
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— |
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— |
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— |
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— |
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— |
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BALANCE, March 31, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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(1) See Note 5 – “Equity” for further details.
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
Table of Contents
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
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Three Months Ended March 31, |
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2026 |
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2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Amortization of deferred financing costs |
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Stock-based compensation |
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Provision for doubtful accounts |
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Noncash lease income |
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Changes in: |
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Accounts receivable, net |
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Inventories, net |
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Prepaid expenses |
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Other current assets |
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Other noncurrent assets |
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Accounts payable |
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Accrued expenses |
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Other current liabilities |
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Other long-term liabilities |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Capital expenditures |
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Cash received in connection with divestiture |
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Net cash used in investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Repurchase of common shares |
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Repayment on first lien and term loan facilities |
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( |
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Payment of deferred financing costs |
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( |
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Dividends |
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( |
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Net cash used in financing activities |
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Effect of exchange rate changes on cash |
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Net decrease in cash and cash equivalents and restricted cash |
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Cash and cash equivalents and restricted cash, Beginning of period |
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Cash and cash equivalents and restricted cash, End of period |
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$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
5
Table of Contents
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(Unaudited)
(in thousands)
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Three Months Ended March 31, |
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2025 |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash paid during the period for: |
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Income taxes |
$ |
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$ |
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Interest |
$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
6
Table of Contents
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(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, wellness, aesthetics and fitness. 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, wellness, aesthetics and fitness 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, among others. The Company also sells premium quality health, wellness, aesthetics and fitness 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, 2025 (the “2025 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.
|
|
Balance as of March 31, |
|
||||
|
|
2026 |
|
2025 |
|
||
Cash and cash equivalents |
|
$ |
|
$ |
|
||
Restricted cash |
|
|
|
|
|
||
Total cash and restricted cash in the condensed consolidated statement of cash flows |
|
$ |
|
$ |
|
||
Inventories
Inventories, consisting principally of personal care 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 aesthetics 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 months ended March 31, 2026 and 2025.
7
Table of Contents
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 $
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share is computed by dividing net income, if the impact is dilutive, by the weighted average number of diluted shares of common stock outstanding, 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 March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Denominator: |
|
|
|
|
|
|
||
Weighted average shares outstanding – Basic |
|
|
|
|
|
|
||
Dilutive effect of stock-based awards |
|
|
|
|
|
|
||
Weighted average shares outstanding – Diluted |
|
|
|
|
|
|
||
Net income per voting and non-voting share: |
|
|
|
|
|
|
||
Basic |
|
$ |
|
|
$ |
|
||
Diluted |
|
$ |
|
|
$ |
|
||
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 March 31, |
|
||||
|
|
2026 |
|
2025 |
|
||
Performance stock units |
|
|
|
|
|
||
Adoption of Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05 (“ASU 2025-05”), Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which is effective for fiscal years beginning after December 15, 2025, and interim periods within those years. The Company
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.
8
Table of Contents
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.
In September 2025, the FASB issued ASU No. 2025-06, (“ASU 2025-06”), Intangibles - Goodwill and Other - Internal - Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal - Use Software. This new guidance is intended to eliminate the use of project stages and introduces a principles-based framework for recognizing and capitalizing internal-use software costs. The provisions of ASU 2025-06 are effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods, with early adoption permitted. The Company is currently assessing the expected impact of the future adoption of this guidance.
3. INTANGIBLE ASSETS
Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of March 31, 2026 (in thousands, except amortization period):
|
Cost |
|
|
Accumulated |
|
|
Net Balance |
|
|
Weighted |
|
||||
Retail concession agreements |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|||
Destination resort agreements |
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Trade name |
|
|
|
|
( |
) |
|
|
|
|
|
||||
Licensing agreement |
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|||
The following is a summary of the Company’s intangible assets as of December 31, 2025 (in thousands, except amortization period):
|
Cost |
|
Accumulated Amortization and Impairment |
|
Net Balance |
|
|
Weighted |
|
||||
Retail concession agreements |
$ |
|
$ |
( |
) |
$ |
|
|
|
|
|||
Destination resort agreements |
|
|
|
( |
) |
|
|
|
|
|
|||
Trade name |
|
|
|
( |
) |
|
|
|
|
||||
Licensing agreement |
|
|
|
( |
) |
|
|
|
|
|
|||
|
$ |
|
$ |
( |
) |
$ |
|
|
|
|
|||
The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Amortization expense for the three months ended March 31, 2026 and 2025 was $
4. LONG-TERM DEBT, NET
Long-term debt consisted of the following (in thousands, except interest rate):
|
|
Interest Rate As of |
|
|
|
As of |
|
||||||||
|
|
March 31, |
|
December 31, |
|
Maturities Through |
|
March 31, |
|
|
|
December 31, |
|
||
Term loan facility |
|
|
|
|
$ |
|
|
|
$ |
|
|||||
Less: unamortized debt issuance cost |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
Long-term debt, net |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||
9
Table of Contents
On September 20, 2024 (the “Closing Date”), the Company and its subsidiaries, Dory Acquisition Sub, Inc. (“Dory Acquisition”) and OneSpaWorld (Maritime) Limited, formerly known as OneSpaWorld (Bahamas) Limited (“OneSpaWorld (Maritime)” and together with Dory Acquisition, the “Borrowers”), entered into a credit agreement (the “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 $
Loans outstanding under the Credit Facilities will accrue interest at a rate per annum equal to Term Secured Overnight Financing Rate (“
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)
The 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 March 31, 2026 for each of the next five years and thereafter (in thousands):
Year |
|
Amount |
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
Borrowing Capacity:
10
Table of Contents
As of March 31, 2026, our available borrowing capacity under the Revolving Facility was $
|
|
Borrowing Capacity |
|
|
Amount Borrowed |
|
||
Revolving Facility |
|
$ |
|
|
$ |
|
||
5. EQUITY
Dividends Declared Per Common Share
On
6. STOCK-BASED COMPENSATION
The share-based compensation expense for the three months ended March 31, 2026 and 2025 was $
The following is a summary of RSUs activity for the three months ended March 31, 2026:
RSUs Activity |
|
Number of Awards |
|
|
Weighted-Average Grant Date Fair Value |
|
||
Non-vested share units as of December 31, 2025 |
|
|
|
|
$ |
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
Non-vested share units as of March 31, 2026 |
|
|
|
|
$ |
|
||
The following is a summary of PSUs activity for the three months ended March 31, 2026:
PSUs activity |
|
Number of Performance -Based Awards |
|
|
Weighted-Average Grant Date Fair Value |
|
|
|
||
Non-vested share units as of December 31, 2025 |
|
|
|
|
$ |
|
|
|
||
Granted (1) |
|
|
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
Non-vested share units as of March 31, 2026 |
|
|
|
|
$ |
|
|
|
||
(1) The amount shown represents performance adjustments for performance-based awards. These were granted in prior fiscal years and vested during the three months ended March 31, 2026 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, wellness and aesthetics services, including a full range of massage treatments, facial treatments, nutritional/weight management consultations, teeth whitening, mindfulness services and medi-spa services to cruise ship passengers and destination resort guests. Each service or consultation represents a separate performance obligation and revenues are generally recognized immediately upon the completion of our service.
11
Table of Contents
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 and at the time of shipping for Shop & Ship and timetospa.com product sales. The Company provides no warranty on products sold. Shipping and handling fees charged to customers are included in net sales.
Gift Cards
The Company only offers no-fee, non-expiring gift cards to its customers. At the time gift cards are sold, no revenue is recognized; rather, the Company records a contract liability to customers. The liability is relieved, and revenue is recognized equal to the amount redeemed at the time gift cards are redeemed for products or services. The Company records revenue from an estimate of unredeemed gift cards (breakage) in net sales 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 March 31, 2026 and December 31, 2025.
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 net sales 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 March 31, 2026 and December 31, 2025.
Contract Balances
Receivables from the Company’s contracts with customers are included within accounts receivables, net in the consolidated balance sheets. Such amounts are typically remitted to us by our cruise line or destination resort partners, except for online sales, and are net of commissions they withhold. Although paid by our cruise line partners,
Disaggregation of Revenue and Segment Reporting
The Company operates facilities on cruise ships and in destination resorts, where we provide health, wellness, aesthetics and fitness services and sell related products. The Company also sells health, wellness, aesthetics and fitness-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 Geographic Information” for further details regarding the Company's operating segments.
|
|
|
||||
|
Three Months Ended March 31, |
|
||||
|
2026 |
|
2025 |
|
||
Service revenues: |
|
|
|
|
||
Maritime |
$ |
|
$ |
|
||
Destination resorts |
|
|
|
|
||
Total service revenues |
|
|
|
|
||
Product revenues: |
|
|
|
|
||
Maritime |
|
|
|
|
||
Destination resorts |
|
|
|
|
||
Timetospa.com |
|
|
|
|
||
Total product revenues |
|
|
|
|
||
|
|
|
|
|
||
Total revenues |
$ |
|
$ |
|
||
12
Table of Contents
8. SEGMENT AND GEOGRAPHICAL INFORMATION
The Company operates health and wellness centers on cruise ships and in destination resorts, offering health and wellness services and selling health, wellness, aesthetics and fitness related products. The Maritime and Destination Resorts operating segments are aggregated into a single reportable segment due to their similar business and economic characteristics, operations, services offerings, product offerings and classes of customers. While separate financial information is available for the operating segments, the Chief Executive Officer (CEO), who serves as the Company’s Chief Operating Decision Maker (“CODM”), primarily reviews financial results and makes decisions on a consolidated basis.
As the Company operates as a single reportable segment, all required financial information is included in the accompanying condensed consolidated financial statements. The CODM does not review segment assets beyond the consolidated level presented in the condensed balance sheets. There are no intra-entity sales or transfers, and no significant expense categories are regularly provided to the CODM beyond those disclosed in the condensed consolidated statements of operations. Additional information regarding the Company’s services and products is provided 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 March 31, |
|
||||
|
|
2026 |
|
2025 |
|
||
Revenues: |
|
|
|
|
|
||
U.S. |
|
$ |
|
$ |
|
||
Other countries |
|
|
|
|
|
||
Not connected to a country |
|
|
|
|
|
||
Total |
|
$ |
|
$ |
|
||
|
|
As of |
|
|||||
|
|
March 31, |
|
|
December 31, |
|
||
Property and equipment, net: |
|
|
|
|
|
|
||
U.S. |
|
$ |
|
|
$ |
|
||
Not connected to a country |
|
|
|
|
|
|
||
Other countries |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
13
Table of Contents
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 (Loss) Income for the Three Months Ended March 31, 2026. |
|
Accumulated Other Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 |
|||||||||||||||||||||
|
Foreign Currency Translation Adjustments |
|
|
Changes Related to Cash Flow Derivative Hedge (1) |
|
|
Accumulated Other Comprehensive (Loss) Income |
|
|
Foreign Currency Translation Adjustments |
|
|
Changes Related to Cash Flow Derivative Hedge (1) |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
||||||
Beginning of the period |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
||
Other comprehensive (loss) income before reclassifications |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|||
Amounts reclassified into earnings |
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Net current period other comprehensive (loss) income |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|||
Ending balance |
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|||
(1)
10. FAIR VALUE MEASUREMENTS AND DERIVATIVES
Fair Value Measurements
Cash and cash equivalents at March 31, 2026 and December 31, 2025 are comprised of cash and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions. Restricted cash at March 31, 2026 and December 31, 2025 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, 2025 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.
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||
|
|
Carrying Value |
|
|
Estimated Fair Value |
|
|
Carrying Value |
|
|
Estimated Fair Value |
|
||||
Cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Term loan facility (a) |
|
$ |
|
|
(b) |
|
|
$ |
|
|
$ |
|
||||
14
Table of Contents
Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy.
|
|
|
|
Fair Value Measurements at March 31, 2026 |
|
|
Fair Value Measurements at December 31, 2025 |
|
||||||||||||||||||||||||||
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 |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||||
Derivative financial instruments (1) |
|
Other non-current assets |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||||
Total assets |
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments (1) |
|
Other current liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Derivative financial instruments (1) |
|
Other long-term liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total liabilities |
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
15
Table of Contents
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
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 $
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 March 31, |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
Gain (losses) recognized in accumulated other comprehensive (loss) income |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
||
Amounts reclassified from accumulated other comprehensive (loss) income to interest expense |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
||
11. INCOME TAXES
The Company recorded income tax expense of $
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 be material 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 $
13. SUBSEQUENT EVENTS
The Company announced on April 29, 2026 that the Board of Directors approved a quarterly dividend payment of $
16
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions that could cause actual results to differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” and in “Risk Factors” in our Form 10-K for the fiscal year ended December 31, 2025. We assume no obligation to update any of these forward-looking statements.
OneSpaWorld Holdings Limited (“OneSpaWorld,” the “Company,” “we,” “our, “us” and other similar terms refer to OneSpaWorld Holdings Limited and its consolidated subsidiaries) is the pre-eminent global operator of health and wellness centers onboard cruise ships and a leading operator of health and wellness centers at destination resorts worldwide. We are positioned as a leader in the hospitality-based health and wellness industry. Our highly trained and experienced staff offer guests a comprehensive suite of premium health, wellness, aesthetics and fitness services and products onboard cruise ships and at destination resorts globally. Over the last 50 years, we have built our leading market position on our depth of staff expertise, broad and innovative service and product offerings, expansive global recruitment, training and logistics platform, as well as decades-long relationships with cruise line and destination resort partners. Throughout our history, our mission has been simple: helping guests look and feel their best during and after their stay.
At our core, we are a global services company. We serve a critical role for our cruise line and destination resort partners, operating a complex and increasingly important aspect of 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 powerful recruiting, training and logistics platforms, increasingly powered by emerging technologies, including generative and agentic artificial intelligence applications, 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 personnel recruiting and training platform, deep proprietary global labor pool, global logistics and supply chain infrastructure, and proven health and wellness center operating, revenue, and profitability 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:
17
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|
|
Three Months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Average Ship Count |
|
|
202 |
|
|
|
193 |
|
Period End Ship Count |
|
|
208 |
|
|
|
199 |
|
Average Weekly Revenue Per Ship |
|
$ |
91,872 |
|
|
$ |
84,177 |
|
Average Revenue Per Shipboard Staff Per Day |
|
$ |
597 |
|
|
$ |
562 |
|
Revenue Days |
|
|
18,175 |
|
|
|
17,401 |
|
Average Resort Count |
|
|
37 |
|
|
|
49 |
|
Period End Resort Count |
|
|
36 |
|
|
|
50 |
|
Average Weekly Revenue Per Resort |
|
$ |
17,505 |
|
|
$ |
15,247 |
|
Key Financial Definitions
Revenues. Revenues consist primarily of sales of services and sales of products to cruise ship passengers and destination resort guests. The following is a brief description of the components of our revenues:
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).
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Interest expense, net. Interest expense, net consists of interest income and interest expense.
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 expense and income tax expense.
Revenue Drivers and Business Trends
Our revenues and financial performance are impacted by a multitude of factors, including, but not limited to:
The 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.
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Results of Operations
|
|
Three Months |
|
|
|
Three Months |
|
|
||
(dollars in thousands, except per share amounts) |
|
|
|
|
|
|
|
|
||
REVENUES: |
|
|
|
|
|
|
|
|
||
Service revenues |
|
$ |
203,660 |
|
|
|
$ |
178,519 |
|
|
Product revenues |
|
|
43,971 |
|
|
|
|
41,111 |
|
|
Total revenues |
|
|
247,631 |
|
|
|
|
219,630 |
|
|
COST OF REVENUES AND OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
||
Cost of services |
|
|
168,312 |
|
|
|
|
148,154 |
|
|
Cost of products |
|
|
37,819 |
|
|
|
|
35,297 |
|
|
Administrative |
|
|
6,202 |
|
|
|
|
4,213 |
|
|
Salaries, benefits and payroll taxes |
|
|
8,363 |
|
|
|
|
10,995 |
|
|
Amortization of intangible assets |
|
|
4,068 |
|
|
|
|
4,134 |
|
|
Total cost of revenues and operating expenses |
|
|
224,764 |
|
|
|
|
202,793 |
|
|
Income from operations |
|
|
22,867 |
|
|
|
|
16,837 |
|
|
INTEREST EXPENSE, NET |
|
|
1,170 |
|
|
|
|
1,147 |
|
|
Income before income tax expense |
|
|
21,697 |
|
|
|
|
15,690 |
|
|
INCOME TAX EXPENSE |
|
|
367 |
|
|
|
|
419 |
|
|
NET INCOME |
|
$ |
21,330 |
|
|
|
$ |
15,271 |
|
|
NET INCOME PER SHARE |
|
|
|
|
|
|
|
|
||
Basic and diluted |
|
$ |
0.21 |
|
|
|
$ |
0.15 |
|
|
WEIGHTED-AVERAGE SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
||
Basic |
|
|
101,985 |
|
|
|
|
104,602 |
|
|
Diluted |
|
|
102,308 |
|
|
|
|
105,077 |
|
|
Comparison of Results for the Three Months Ended March 31, 2026 and 2025
Revenues. Total revenues increased 13% to $247.6 million compared to $219.6 million for the first quarter of 2025, driven by a 4% increase in revenue days, a 2% increase in average guest spend, and health and wellness center expansion from 2026 new ship builds, contributing $23.1 million, $5.0 million and $1.2 million, respectively, to the increase in Total revenues, of which $5.4 million was attributable to increased guest pre-booked services. Growth in our Maritime Total revenues was offset by a $1.2 million decrease in destination resorts Total revenues, partially due to the closure of hotels where we had previously operated.
The break-down of revenue growth between service and product revenues was as follows:
Cost of services. Cost of services for the three months ended March 31, 2026 were $168.3 million, an increase of $20.2 million, or 14%, compared to $148.2 million for the three months ended March 31, 2025. The increase was primarily attributable to costs associated with increased service revenues of $203.7 million in the quarter from our operating health and wellness centers at sea and on land, compared with service revenues of $178.5 million in the first quarter of 2025.
Cost of products. Cost of products for the three months ended March 31, 2026 were $37.8 million, an increase of $2.5 million, or 7%, compared to $35.3 million for the three months ended March 31, 2025. The increase was primarily attributable to costs associated with increased product revenues of $44.0 million in the quarter from our operating health and wellness centers at sea and on land, compared to product revenues of $41.1 million in the first quarter of 2025.
Administrative. Administrative expenses were $6.2 million, compared to $4.2 million in the first quarter of 2025. The increase was primarily due to $1.9 million in third-party fees for certain management and logistic services as a result of our previously announced restructuring, which were previously performed internally by company staff, and as such, the related costs have shifted from Salaries, benefits and payroll taxes to Administrative.
20
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Salaries, benefits and payroll taxes. Salaries, benefits and payroll taxes for the three months ended March 31, 2026 were $8.4 million, a decrease of $2.6 million, or (24)%, compared to $11.0 million for the three months ended March 31, 2025. The decrease was primarily attributable to the non-recurrence of $2.5 million in separation-related expenses incurred during the first quarter of 2025 associated with the termination of the Company’s former Chief Commercial Officer. The variance also reflects a reduction in internal personnel costs in the first quarter of 2026 resulting from the transition of certain management and logistics services to third-party providers, as discussed above, partially offset by annual merit increases and higher incentive-based compensation.
Amortization of intangible assets. Amortization of intangible assets was $4.1 million for each of the three months ended March 31, 2026 and 2025.
Interest expense, net. Interest expense, net was $1.2 million for the three months ended March 31, 2026, compared to $1.1 million for the three months ended March 31, 2025. The nominal increase was primarily due to a $0.2 million decrease in interest income resulting from lower average interest-bearing cash balances. This was partially offset by a decrease in interest expense driven by a $15.0 million reduction in the principal balance of the Term Loan Facility since March 31, 2025, which included a $10.0 million discretionary prepayment in the third quarter of 2025 and $5.0 million in scheduled principal payments.
Income tax expense. Income tax expense was $0.4 million for both the three months ended March 31, 2026 and 2025.
Net income. Net income for the three months ended March 31, 2026 was $21.3 million, an increase of $6.1 million, or 40%, compared to a net income of $15.3 million for the three months ended March 31, 2025. This increase was primarily attributable to a $6.0 million improvement in operating income.
Liquidity and Capital Resources
Overview
We fund our operations principally with cash flow from operations. Our principal uses for our liquidity during the three months ended March 31, 2026, included (i) funding investment in support of the operations of our health and wellness centers onboard cruise ships and in destination resorts, including working capital and capital expenditures for technology, infrastructure, and global operating infrastructure; (ii) a $1.3 million principal payment on our Term Loan Facility; and (iii) the payment of $5.1 million in Dividends.
We have concluded that our existing cash and available credit facilities, combined with cash flow from operations, will be sufficient to satisfy our existing and planned capital requirements and to comply with all debt covenants as required by our debt agreements over the next twelve months and for the foreseeable future beyond that period. Additional information regarding our Revolving Facility, letter of credit capacity, and debt covenants is included in the notes to our consolidated financial statements.
21
Table of Contents
Cash Flows
The following table shows summary cash flow information for the three months ended March 31, 2026 and 2025.
|
|
|
|
|||||
(in thousands) |
|
Three Months |
|
|
Three Months |
|
||
|
|
|
|
|
|
|
||
Net income |
|
$ |
21,330 |
|
|
$ |
15,271 |
|
Depreciation and amortization |
|
|
6,735 |
|
|
|
6,179 |
|
Amortization of deferred financing costs |
|
|
68 |
|
|
|
78 |
|
Stock-based compensation |
|
|
2,563 |
|
|
|
3,560 |
|
Provision for doubtful accounts |
|
|
3 |
|
|
|
5 |
|
Noncash lease income |
|
|
(8 |
) |
|
|
(26 |
) |
Change in working capital |
|
|
(21,597 |
) |
|
|
(14,960 |
) |
Net cash provided by operating activities |
|
|
9,094 |
|
|
|
10,107 |
|
Capital expenditures |
|
|
(4,345 |
) |
|
|
(1,697 |
) |
Cash received in connection with divestiture |
|
|
1,328 |
|
|
|
- |
|
Net cash used in investing activities |
|
|
(3,017 |
) |
|
|
(1,697 |
) |
Repurchase of common shares |
|
|
— |
|
|
|
(37,901 |
) |
Repayment on first lien and term loan facilities |
|
|
(1,250 |
) |
|
|
(1,250 |
) |
Payment of deferred financing costs |
|
|
— |
|
|
|
(9 |
) |
Dividends |
|
|
(5,076 |
) |
|
|
(4,187 |
) |
Net cash used in financing activities |
|
|
(6,326 |
) |
|
|
(43,347 |
) |
Effect of exchange rate changes on cash |
|
|
19 |
|
|
|
103 |
|
Net decrease in cash and cash equivalents and restricted cash |
|
$ |
(230 |
) |
|
$ |
(34,834 |
) |
Comparison of Results for the Three Months Ended March 31, 2026 and 2025
Operating activities. Our net cash provided by operating activities for the three months ended March 31, 2026 and 2025 were $9.1 million and $10.1 million, respectively. This decrease of $1.0 million was due to a change in working capital of $(6.6) million offset by an increase in net income, net of non-cash items of $5.6 million. The increase in net income, net of non-cash items was primarily attributable to: increased revenues from a higher number of health and wellness center guests on our existing fleet, expansion of our fleet by nine ships, and higher guest spend. For further discussion, see “Results of Operations”, above. The $(6.6) million change in working capital was attributable to cash outflows of $21.6 million and $15.0 million for the three months ended March 31, 2026 and 2025, respectively.
The $21.6 million cash outflows from working capital for the three months ended March 31, 2026 was primarily driven by: (i) a payment of $7.3 million to a cruise line partner for previously accrued fees; (ii) a $6.4 million decrease in accounts payable due to the timing of vendor payments; (iii) a $5.2 million increase in inventory, reflecting increased purchases due to revenue growth and in anticipation of increased shipments in the second quarter of 2026; (iv) a $1.5 million increase in prepaid expenses resulting from the timing of various service contracts; and (v) a $1.3 million increase in accounts receivable driven by higher revenue.
The $15.0 million cash outflows from working capital for the three months ended March 31, 2025, was primarily driven by (i) a $5.1 million net payment of bonuses to employees; (ii) a payment of $7.3 million to a cruise line partner related to accrued fees, and (iii) a $3.4 million increase in inventories, as a result of increased purchases reflecting the growth in revenues and anticipation of increased shipments in the second quarter of 2025.
Investing activities. Our net cash used in investing activities for the three months ended March 31, 2026 and 2025 were $3.0 million and $1.7 million, respectively. The increase in cash used was driven by continued investments in technology hardware and software, including artificial intelligence, partially offset by $1.3 million in proceeds received from the divestiture of two immaterial subsidiaries previously disclosed in our 2025 Form 10-K.
Financing activities. Our net cash used in financing activities for the three months ended March 31, 2026 and 2025 were $(6.3) million and $(43.3) million, respectively. For the three months ended March 31, 2026, the Company repaid $1.3 million on the Term Loan Facility and paid dividends of $5.1 million. For the three months ended March 31, 2025, the Company utilized $37.9 million to repurchase 2,094,000 of our common shares, repaid $1.3 million on the Term Loan Facility and paid dividends of $4.2 million.
22
Table of Contents
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 March 31, 2026, our net future contractual obligations have not changed significantly from the amounts disclosed in our 2025 Form 10-K.
Critical Accounting Policies
Management’s discussion and analysis of financial condition and results of operations is based upon our condensed consolidated unaudited financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from these estimates under different assumptions or conditions. At least quarterly, management reevaluates its judgments and estimates, which are based on historical experience, current trends and various other assumptions that are believed to be reasonable under the circumstances.
Our critical accounting policies are included in our 2025 Form 10-K. We believe that there have been no significant changes during the three months ended March 31, 2026 to the critical accounting policies disclosed in our 2025 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.
Cautionary Statement Regarding Forward-Looking Statements
From time to time, including in this report and other disclosures, we may issue “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views about future events and are subject to known and unknown risks, uncertainties and other factors which may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We attempt, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “forecast,” “future,” “intend,” “plan,” “estimate” and similar expressions of future intent or the negative of such terms.
Such forward-looking statements include, but are not limited to, statements regarding:
23
Table of Contents
These forward-looking statements are based on information available as of the date of this report and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For a discussion of our market risks, refer to Part II, Item 7A. - “Quantitative and Qualitative Disclosures about Market Risk” in our 2025 Form 10-K. There have been no material changes to our exposure to market risks since the date of our 2025 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 March 31, 2026 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in U.S. Securities and Exchange Commission rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
24
Table of Contents
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There have been no material changes in the risk factors previously disclosed in the Company’s 2025 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 2025 Form 10-K. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially and adversely affect our business and the trading price of our securities.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
Exhibit No. |
|
|
|
|
|
|
|
31.1* |
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
31.2* |
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
32.1** |
|
Section 1350 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
32.2** |
|
Section 1350 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
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101.SCH* |
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Inline XBRL Taxonomy Extension Schema Document |
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104 |
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The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101 |
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* Filed herewith.
** Furnished herewith.
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Table of Contents
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: May 1, 2026
ONESPAWORLD HOLDINGS LIMITED |
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By: |
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/s/ Leonard Fluxman |
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Leonard Fluxman |
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Executive Chairman, Chief Executive Officer and Director |
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Principal Executive Officer |
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By: |
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/s/ STEPHEN B. LAZARUS |
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Stephen B. Lazarus |
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President, Chief Financial Officer and Chief Operating Officer |
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Principal Financial and Accounting Officer |
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