STOCK TITAN

OneSpaWorld (NASDAQ: OSW) grows Q1 2026 revenue 13% and boosts profit

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

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.

Total revenue $247.6M Three months ended March 31, 2026; up from $219.6M in 2025
Net income $21.3M Three months ended March 31, 2026; up from $15.3M in 2025
Earnings per share $0.21 Basic and diluted EPS for Q1 2026 vs $0.15 in Q1 2025
Cash from operations $9.1M Net cash provided by operating activities in Q1 2026
Cash and restricted cash $17.3M Balance as of March 31, 2026
Long-term debt, net $82.8M Term loan facility net of issuance costs at March 31, 2026
Quarterly dividend per share $0.05 Dividend declared February 18, 2026, totaling about $5.1M
Average ship count 202 ships Average number of ships operating in Q1 2026
Revenue days financial
"Revenue Days. Revenue days are the days on which the health and wellness centers are open onboard a revenue generating cruise"
Average Weekly Revenue Per Ship financial
"Average Weekly Revenue Per Ship. A key indicator of productivity per ship."
Term Secured Overnight Financing Rate financial
"Loans outstanding under the Credit Facilities will accrue interest at a rate per annum equal to Term Secured Overnight Financing Rate"
cash flow hedge financial
"designated this derivative as a cash flow hedge."
A cash flow hedge is an accounting label for a contract or arrangement used to offset expected future swings in a company’s cash payments or receipts — for example from variable-rate interest, foreign currency sales, or forecasted purchases. It matters to investors because it aims to smooth future cash and earnings volatility: gains or losses on the hedge are held out of current profit and reported separately until the underlying transaction affects results, much like buying insurance to steady future bills.
accumulated other comprehensive income (loss) financial
"Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss)"
A balance-sheet line that tracks certain gains and losses that haven’t flowed through the company’s profit-and-loss statement, such as unrealized changes in the value of investments, foreign-currency adjustments, and some pension-related items. Think of it like a storage closet for value swings the company hasn’t ‘realized’ by selling or settling them yet; it changes shareholders’ equity and helps investors see hidden volatility or potential future impacts on book value.
credit facilities financial
"providing for senior secured credit facilities consisting of (x) a term loan facility of $100 million"
Credit facilities are arrangements with banks or lenders that let a company borrow money up to an agreed limit when it needs cash, similar to a business credit card or a home line of credit. They matter to investors because they show how a company manages short‑ and medium‑term financing needs, affect liquidity and debt levels, and can influence costs and risks if borrowing terms change or covenants are breached.
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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

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 April 27, 2026, the registrant had 101,514,846 voting shares of common stock issued and outstanding.

 


Table of Contents

 

OneSpaWorld Holdings Limited

Table of Contents

Page

PART I - FINANCIAL INFORMATION

1

Item 1.

Unaudited Financial Statements

1

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

24

Item 4.

Controls and Procedures

24

PART II - OTHER INFORMATION

25

Item 1.

Legal Proceedings

25

Item 1A.

Risk Factors

25

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

Item 4.

Mine Safety Disclosures

25

Item 5.

Other Information

25

Item 6.

Exhibits

25

i


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)

 

 

 

 

 

 

 

 

 

As of

 

 

 

March 31,
2026

 

 

December 31,
2025

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

  Cash and cash equivalents

 

$

16,076

 

 

$

16,306

 

  Restricted cash

 

 

1,198

 

 

 

1,198

 

  Accounts receivable, net

 

 

49,259

 

 

 

47,929

 

  Inventories, net

 

 

64,051

 

 

 

58,837

 

  Prepaid expenses

 

 

7,707

 

 

 

6,176

 

  Other current assets

 

 

5,778

 

 

 

7,227

 

  Total current assets

 

 

144,069

 

 

 

137,673

 

Property and equipment, net

 

 

29,304

 

 

 

27,309

 

Operating lease right-of-use assets, net

 

 

9,095

 

 

 

9,656

 

Intangible assets, net

 

 

506,939

 

 

 

511,007

 

OTHER ASSETS:

 

 

 

 

 

 

  Deferred tax assets

 

 

325

 

 

 

325

 

  Other non-current assets

 

 

20,150

 

 

 

21,125

 

  Total other assets

 

 

20,475

 

 

 

21,450

 

  Total assets

 

$

709,882

 

 

$

707,095

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

Accounts payable

 

$

25,427

 

 

$

31,792

 

Accrued expenses

 

 

29,268

 

 

 

37,410

 

Current portion of operating leases

 

 

1,754

 

 

 

1,979

 

Other current liabilities

 

 

747

 

 

 

771

 

  Total current liabilities

 

 

57,196

 

 

 

71,952

 

Other long-term liabilities

 

 

82

 

 

 

186

 

Long-term operating leases

 

 

8,069

 

 

 

8,413

 

Long-term debt, net

 

 

82,785

 

 

 

83,967

 

  Total liabilities

 

 

148,132

 

 

 

164,518

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

SHAREHOLDERS' EQUITY:

 

 

 

 

 

 

Common stock:

 

 

 

 

 

 

Voting common stock, $0.0001 par value; 225,000,000 shares authorized, 101,514,846 issued and outstanding at March 31, 2026 and 101,390,002 shares issued and outstanding at December 31, 2025

 

 

10

 

 

 

10

 

Additional paid-in capital

 

 

793,339

 

 

 

795,852

 

Accumulated deficit

 

 

(231,634

)

 

 

(252,964

)

Accumulated other comprehensive income (loss)

 

 

35

 

 

 

(321

)

Total shareholders' equity

 

 

561,750

 

 

 

542,577

 

Total liabilities and shareholders' equity

 

$

709,882

 

 

$

707,095

 

 

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)

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

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

 

$

0.21

 

 

$

0.15

 

Diluted

 

$

0.21

 

 

$

0.15

 

WEIGHTED-AVERAGE SHARES OUTSTANDING

 

 

 

 

 

 

Basic

 

 

101,985

 

 

 

104,602

 

Diluted

 

 

102,308

 

 

 

105,077

 

 

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

 

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ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

 

Three Months Ended March 31,

 

 

2026

 

 

2025

 

Net Income

$

21,330

 

 

$

15,271

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

Foreign currency translation adjustments

 

(1

)

 

 

111

 

Cash flows hedges:

 

 

 

 

 

    Net unrealized gain (loss) on derivative

 

423

 

 

 

(559

)

    Amount realized and reclassified into earnings

 

(66

)

 

 

(228

)

         Total other comprehensive income (loss), net of tax

 

356

 

 

 

(676

)

Total comprehensive income

$

21,686

 

 

$

14,595

 

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

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ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(in thousands)

 

 

Three Months Ended March 31, 2026

 

 

 

Issued Common Voting Shares

 

 

Voting Common Stock

 

 

Additional Paid-in Capital

 

 

Accumulated Other Comprehensive (Loss) Income

 

 

Accumulated Deficit

 

 

Total Shareholders’ Equity

 

BALANCE, December 31, 2025

 

 

101,390

 

 

$

10

 

 

$

795,852

 

 

$

(321

)

 

$

(252,964

)

 

$

542,577

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,330

 

 

 

21,330

 

Stock-based compensation

 

 

 

 

 

 

 

 

2,563

 

 

 

 

 

 

 

 

 

2,563

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

Unrecognized gain on derivatives

 

 

 

 

 

 

 

 

 

 

 

357

 

 

 

 

 

 

357

 

Dividends (1)

 

 

 

 

 

 

 

 

(5,076

)

 

 

 

 

 

 

 

 

(5,076

)

Common shares issued under equity incentive plan

 

 

125

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, March 31, 2026

 

 

101,515

 

 

$

10

 

 

$

793,339

 

 

$

35

 

 

$

(231,634

)

 

$

561,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2025

 

 

 

Issued Common Voting 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,271

 

 

 

15,271

 

Stock-based compensation

 

 

 

 

 

 

 

 

3,560

 

 

 

 

 

 

 

 

 

3,560

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

111

 

 

 

 

 

 

111

 

Repurchase and retirement of common shares

 

 

(2,094

)

 

 

 

 

 

(16,655

)

 

 

 

 

 

(21,246

)

 

 

(37,901

)

Unrecognized loss on derivatives

 

 

 

 

 

 

 

 

 

 

 

(787

)

 

 

 

 

 

(787

)

Dividends

 

 

 

 

 

 

 

 

(4,187

)

 

 

 

 

 

 

 

 

(4,187

)

Common shares issued under equity incentive plan

 

 

240

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, March 31, 2025

 

 

102,697

 

 

$

10

 

 

$

816,697

 

 

$

(279

)

 

$

(285,864

)

 

$

530,564

 

 

(1) See Note 5 – “Equity” for further details.

 

 

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

 

 

 

 

 

 

 

 

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ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income

 

$

21,330

 

 

$

15,271

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

    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

)

Changes in:

 

 

 

 

 

 

    Accounts receivable, net

 

 

(1,333

)

 

 

1,605

 

    Inventories, net

 

 

(5,214

)

 

 

(3,384

)

    Prepaid expenses

 

 

(1,531

)

 

 

86

 

    Other current assets

 

 

308

 

 

 

(1,253

)

    Other noncurrent assets

 

 

(1

)

 

 

 

    Accounts payable

 

 

(6,365

)

 

 

658

 

    Accrued expenses

 

 

(7,445

)

 

 

(12,579

)

    Other current liabilities

 

 

(15

)

 

 

(93

)

    Other long-term liabilities

 

 

(1

)

 

 

 

             Net cash provided by operating activities

 

 

9,094

 

 

 

10,107

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Capital expenditures

 

 

(4,345

)

 

 

(1,697

)

Cash received in connection with divestiture

 

 

1,328

 

 

 

 

             Net cash used in investing activities

 

 

(3,017

)

 

 

(1,697

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

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

)

Cash and cash equivalents and restricted cash, Beginning of period

 

 

17,504

 

 

 

58,637

 

Cash and cash equivalents and restricted cash, End of period

 

$

17,274

 

 

$

23,803

 

 

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

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ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(CONTINUED)

(Unaudited)

(in thousands)

 

Three Months Ended March 31,

 

 

2026

 

 

2025

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Income taxes

$

491

 

 

$

845

 

Interest

$

1,196

 

 

$

1,559

 

 

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

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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. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of March 31, 2026 and 2025 to the total amount presented in our condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025 (in thousands):

 

 

Balance as of March 31,

 

 

 

2026

 

2025

 

Cash and cash equivalents

 

$

16,076

 

$

22,605

 

Restricted cash

 

 

1,198

 

 

1,198

 

Total cash and restricted cash in the condensed consolidated statement of cash flows

 

$

17,274

 

$

23,803

 

 

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.

 

 

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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 $19.7 million and $20.8 million as of March 31, 2026 and December 31, 2025, respectively, and is presented within other non-current assets in the accompanying condensed consolidated balance sheets. Amortization of the deferred contract cost was $1.0 million and $0.9 million for the three months ended March 31, 2026 and 2025, 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 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

 

$

21,330

 

 

$

15,271

 

Denominator:

 

 

 

 

 

 

Weighted average shares outstanding – Basic

 

 

101,985

 

 

 

104,602

 

   Dilutive effect of stock-based awards

 

 

323

 

 

 

475

 

Weighted average shares outstanding – Diluted

 

 

102,308

 

 

 

105,077

 

Net income per voting and non-voting share:

 

 

 

 

 

 

Basic

 

$

0.21

 

 

$

0.15

 

Diluted

 

$

0.21

 

 

$

0.15

 

 

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

 

 

269

 

 

181

 

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 adopted this guidance on a prospective basis effective January 1, 2026. The ASU provides a practical expedient allowing the Company to assume that economic conditions existing as of the reporting date will remain constant throughout the remaining expected life of its accounts receivable. By electing this expedient, the Company is no longer required to incorporate forward-looking macroeconomic forecasts into its estimate of expected credit losses. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

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.

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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
Amortization and
Impairment

 

 

Net Balance

 

 

Weighted
Average
Amortization
Period
(in years)

 

Retail concession agreements

$

604,700

 

 

$

(109,072

)

 

$

495,628

 

 

 

39

 

Destination resort agreements

 

17,900

 

 

 

(11,989

)

 

 

5,911

 

 

 

15

 

Trade name

 

6,200

 

 

 

(800

)

 

 

5,400

 

 

Indefinite-life

 

Licensing agreement

 

1,000

 

 

 

(1,000

)

 

 

 

 

 

8

 

$

629,800

 

 

$

(122,861

)

 

$

506,939

 

 

 

 

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
Average
Amortization
Period
(in years)

 

Retail concession agreements

$

604,700

 

$

(105,195

)

$

499,505

 

 

 

39

 

Destination resort agreements

 

17,900

 

 

(11,798

)

 

6,102

 

 

 

15

 

Trade name

 

6,200

 

 

(800

)

 

5,400

 

 

Indefinite-life

 

Licensing agreement

 

1,000

 

 

(1,000

)

 

 

 

 

8

 

$

629,800

 

$

(118,793

)

$

511,007

 

 

 

 

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 $4.1 million for each period, respectively. Amortization expense is estimated to be $16.5 million in each of the next five years beginning in 2026.

 

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,
2026

 

December 31,
2025

 

Maturities Through

 

March 31,
2026

 

 

 

December 31,
2025

 

Term loan facility

 

5.6%

 

5.9%

 

2029

 

$

83,750

 

 

 

$

85,000

 

Less: unamortized debt issuance cost

 

 

 

 

 

 

 

 

(965

)

 

 

 

(1,033

)

Long-term debt, net

 

 

 

 

 

 

 

$

82,785

 

 

 

$

83,967

 

 

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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 $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 up to $50 million (the “Revolving Facility” and, together with the Term Loan Facility, the “Credit Facilities”), which Revolving Facility remained undrawn as of March 31, 2026. 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 year ended December 31, 2025, we made $15.0 million in total principal payments on our Term Loan Facility. These payments consisted of $5.0 million in aggregate required quarterly amortization payments and a $10.0 million voluntary prepayment. As a result of this 2025 voluntary prepayment, all upcoming scheduled amortization payments for 2026 and 2027 have been satisfied in full, as reflected in the table below.

 

The 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 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 March 31, 2026 and December 31, 2025, the Company was in compliance with all of the covenants contained in the Credit Agreement.

 

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

 

 

3,750

 

2029

 

 

80,000

 

2030

 

 

 

Thereafter

 

 

 

Total

 

$

83,750

 

 

Borrowing Capacity:

 

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As of March 31, 2026, 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 18, 2026, our board of directors declared a quarterly dividend of $0.05 per share of common stock, totaling $5.1 million, which we paid in cash on March 25, 2026 to shareholders of record at the close of business on March 11, 2026. See Note 13 – “Subsequent Events” for additional dividends declared and further information.

6. STOCK-BASED COMPENSATION

 

The share-based compensation expense for the three months ended March 31, 2026 and 2025 was $2.6 million and $3.6 million, respectively, which is included as a component of salaries, benefits and payroll taxes in the accompanying condensed consolidated statements of operations. The expense for the three months ended March 31, 2025, included $1.4 million of incremental expense related to the accelerated vesting of certain restricted stock units (“RSUs”) and performance stock units (“PSUs”) in connection with a previously announced executive departure in March 2025.

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

 

 

543,449

 

 

$

20.02

 

Forfeited

 

 

(2,492

)

 

 

18.73

 

Non-vested share units as of March 31, 2026

 

 

540,957

 

 

$

20.03

 

 

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

 

 

532,642

 

 

$

18.49

 

 

 

Granted (1)

 

 

3,868

 

 

 

19.50

 

 

 

Vested

 

 

(63,568

)

 

 

19.50

 

 

 

Forfeited

 

 

(2,493

)

 

 

18.73

 

 

 

Non-vested share units as of March 31, 2026

 

 

470,449

 

 

$

18.36

 

 

 

 

(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.

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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, 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 March 31, 2026 and December 31, 2025, our receivables from contracts with customers were $49.3 million and $47.9 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, 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. The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands):

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2026

 

2025

 

Service revenues:

 

 

 

 

Maritime

$

195,799

 

$

169,511

 

Destination resorts

 

7,861

 

 

9,008

 

Total service revenues

 

203,660

 

 

178,519

 

Product revenues:

 

 

 

 

Maritime

 

43,038

 

 

39,940

 

Destination resorts

 

561

 

 

662

 

Timetospa.com

 

372

 

 

509

 

Total product revenues

 

43,971

 

 

41,111

 

 

 

 

 

 

Total revenues

$

247,631

 

$

219,630

 

 

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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. Our CODM utilizes consolidated financial information to evaluate performance, allocate resources, and make strategic decisions, including those related to capital expenditures and personnel. The CODM regularly analyzes net income (loss) and its components, as reported in the condensed consolidated statements of operations, to assess operating trends, evaluate budget-to-actual variances, and inform strategic and operational decisions. All expense categories presented in the condensed consolidated statements of operations are considered significant, with no additional segment expenses requiring disclosure.

 

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.

 

$

4,032

 

$

4,134

 

Other countries

 

 

4,877

 

 

6,211

 

Not connected to a country

 

 

238,722

 

 

209,285

 

Total

 

$

247,631

 

$

219,630

 

 

 

 

As of

 

 

 

March 31,
2026

 

 

December 31,
2025

 

Property and equipment, net:

 

 

 

 

 

 

U.S.

 

$

4,181

 

 

$

4,285

 

Not connected to a country

 

 

14,328

 

 

 

14,882

 

Other countries

 

 

10,795

 

 

 

8,142

 

Total

 

$

29,304

 

 

$

27,309

 

 

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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

$

(244

)

 

$

(77

)

 

$

(321

)

 

$

(968

)

 

$

1,365

 

 

$

397

 

 

Other comprehensive (loss) income before reclassifications

 

(1

)

 

 

423

 

 

 

422

 

 

 

111

 

 

 

(559

)

 

 

(448

)

 

Amounts reclassified into earnings

 

-

 

 

 

(66

)

 

 

(66

)

 

 

-

 

 

 

(228

)

 

 

(228

)

 

Net current period other comprehensive (loss) income

 

(1

)

 

 

357

 

 

 

356

 

 

 

111

 

 

 

(787

)

 

 

(676

)

 

Ending balance

$

(245

)

 

$

280

 

 

$

35

 

 

$

(857

)

 

$

578

 

 

$

(279

)

 

(1) See Note 10 – “Fair Value Measurements and Derivatives”.

 

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. The carrying amounts and estimated fair values of the Company's cash, restricted cash and long-term debt were as follows (in thousands):

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

Carrying Value

 

 

Estimated Fair Value

 

 

Carrying Value

 

 

Estimated Fair Value

 

Cash

 

$

16,076

 

 

$

16,076

 

 

$

16,306

 

 

$

16,306

 

Restricted cash

 

 

1,198

 

 

 

1,198

 

 

 

1,198

 

 

 

1,198

 

Total cash

 

$

17,274

 

 

$

17,274

 

 

$

17,504

 

 

$

17,504

 

Term loan facility (a)

 

$

83,750

 

 

(b)

 

 

$

85,000

 

 

$

85,740

 

(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 March 31, 2026 bears variable interest rates that are tied to SOFR plus an applicable margin. As these rates reset frequently and reflect current market conditions, the Company believes that the fair value of long-term debt as of March 31, 2026 approximates its carrying amount.

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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 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

 

$

213

 

 

$

 

 

$

213

 

 

$

 

 

$

35

 

 

$

 

 

$

35

 

 

$

 

Derivative financial instruments (1)

 

Other non-current assets

 

 

66

 

 

 

 

 

 

66

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

$

279

 

 

$

 

 

$

279

 

 

$

 

 

$

35

 

 

$

 

 

$

35

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments (1)

 

Other current liabilities

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

9

 

 

$

 

Derivative financial instruments (1)

 

Other long-term liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

104

 

 

 

 

Total liabilities

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

113

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Consists of an interest rate swap.

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

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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 March 31, 2026, the aggregate notional amount of the interest rate swap agreements was $83.7 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.

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

 

$

423

 

 

$

(559

)

 

 

 

 

 

 

 

 

 

Amounts reclassified from accumulated other comprehensive (loss) income to interest expense

 

$

(66

)

 

$

(228

)

 

 

 

 

 

 

 

 

 

 

11. INCOME TAXES

The Company recorded income tax expense of $0.4 million for each of the three months ended March 31, 2026 and 2025. 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 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 $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 March 31, 2026 and December 31, 2025. 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 April 29, 2026 that the Board of Directors approved a quarterly dividend payment of $0.05 per common share payable on June 3, 2026 to shareholders of record as of the close of business on May 20, 2026.

 

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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:

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.

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Period End Resort Count. The number of destination resorts at period end on which we operate the health and wellness centers. This is a key metric that impacts revenue and profitability.
Average Weekly Revenue Per Destination Resort. A key indicator of productivity per destination resort health and wellness center. Revenue per destination resort health and wellness center in a period can be affected by the geographic mix of health and wellness centers in operation for such period. Typically, our U.S. and Caribbean health and wellness centers are larger and produce substantially more revenues per location than our Asian centers. Additionally, average weekly revenue can also be negatively impacted by renovations of our destination resort health and wellness centers.

 

 

 

Three Months
Ended
March 31

 

 

 

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:

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 facial skincare, body care, orthotics and detox 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).

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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 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, ships temporarily out of service undergoing enhancements to their facilities and operations, including enhancements to our health and wellness centers, ships and itineraries impacted by temporary adverse weather conditions, 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, certain of our health and wellness centers undergoing renovations to enhance operations, and destination resorts temporarily prevented from operating due to adverse weather conditions and 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 and enhancing existing vessels 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, light therapies and advanced skin care services, among other services and products innovations, resulting in higher guest demand and spending. In addition, we continue to evaluate our pricing architecture selectively across our services and products.
The mix of ship count across contemporary, premium, luxury and budget categories. Revenue generated per shipboard health and wellness center differs across contemporary, premium, luxury and budget ship categories due to the size of the health and wellness centers, services offered and guest socioeconomic factors.
The mix of cruise itineraries. Revenue generated per shipboard health and wellness center is influenced by cruise itinerary, including length of cruise, number of sea days versus port days, which impacts center utilization, and the geographic sailing region, which may impact ship category and offerings of services and products to align with guest socioeconomic mix and preferences.
Collaboration with cruise line partners, including targeted marketing and promotion initiatives, as well as implementation of proprietary technologies to increase center utilization via pre-booking and pre-payment of health and wellness services. We directly market and promote to onboard passengers as a result of 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 2025 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.

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Results of Operations

 

 

 

Three Months
Ended
March 31, 2026

 

 

 

Three Months
Ended
March 31, 2025

 

 

(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:

Service revenues. Service revenues for the three months ended March 31, 2026 were $203.7 million, an increase of $25.1 million, or 14%, compared to $178.5 million for the three months ended March 31, 2025.
Product revenues. Product revenues for the three months ended March 31, 2026 were $44.0 million, an increase of $2.9 million, or 7%, compared to $41.1 million for the three months ended March 31, 2025.

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.

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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.

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Cash Flows

The following table shows summary cash flow information for the three months ended March 31, 2026 and 2025.

 

 

 

 

(in thousands)

 

Three Months
Ended
March 31, 2026

 

 

Three Months
Ended
March 31, 2025

 

 

 

 

 

 

 

 

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.

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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:

the Company’s business, competitive position and operations;
the Company's results of operations and financial condition, including cash flows and liquidity;
consumer demand or the markets for the Company’s services and products, together with the possibility that the Company may be adversely affected by economic, business, and/or competitive factors or changes in the business environment in which the Company operates;
potential future outbreaks of illnesses impacting the industries in which the Company operates;
economic, business, geopolitical, and/or competitive factors and the business environment in which the Company operates;
applicable laws or regulations;
competition for the Company’s services;

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the availability and realization of opportunities for expansion of the Company’s business;
managing growth profitably;
dependence on the Company’s management team;
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 2025 Form 10-K, including those set forth under the section entitled “Risk Factors”; and
other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

 

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For a discussion of our market risks, refer to Part II, Item 7A. - “Quantitative and Qualitative Disclosures about Market Risk” in our 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.

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Table of Contents

 

PART II - OTHER INFORMATION

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

None.

Item 6. Exhibits

 

Exhibit

No.

 

 

 

 

 

  31.1*

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

 

 

 

 

  31.2*

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

 

 

 

 

  32.1**

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

 

 

 

 

  32.2**

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

 

 

 

 

101.INS

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

 

 

 

 

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

104

 

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

 

 

 

 

 

 

 

 

 

* Filed herewith.

** Furnished herewith.

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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

 

 

By:

/s/ Leonard Fluxman

 

Leonard Fluxman

 

Executive Chairman, Chief Executive Officer and Director

 

Principal Executive Officer

 

 

By:

/s/ STEPHEN B. LAZARUS

 

Stephen B. Lazarus

 

President, Chief Financial Officer and Chief Operating Officer

 

Principal Financial and Accounting Officer

 

 

26


FAQ

How did OneSpaWorld (OSW) perform financially in Q1 2026?

OneSpaWorld delivered higher results in Q1 2026, with revenue of $247.6 million, up 13% year over year. Net income rose 40% to $21.3 million, and basic and diluted earnings reached $0.21 per share, reflecting stronger operations across cruise and resort locations.

What drove OneSpaWorld (OSW) revenue growth in the first quarter of 2026?

Revenue growth was driven by more activity at sea and higher guest spending. A 4% increase in revenue days, a 2% rise in average guest spend, and new 2026 ship builds together added about $29.3 million to revenue, partly offset by lower destination resort revenue.

How profitable was OneSpaWorld (OSW) in Q1 2026 compared to Q1 2025?

Profitability improved meaningfully. Income from operations increased to $22.9 million from $16.8 million, and net income rose to $21.3 million from $15.3 million. The improvement reflected higher revenue, prior-year separation costs not repeating, and cost shifts from internal staff to third-party services.

What is OneSpaWorld’s (OSW) debt and liquidity position as of March 31, 2026?

As of March 31, 2026, OneSpaWorld had net long-term debt of $82.8 million on a term loan facility with $83.75 million outstanding. The company held $17.3 million in cash and restricted cash and had an undrawn $50 million revolving credit facility available for additional liquidity.

Did OneSpaWorld (OSW) pay dividends in Q1 2026 and announce any future dividends?

Yes. The board declared a quarterly dividend of $0.05 per share, totaling approximately $5.1 million, paid on March 25, 2026. Subsequently, on April 29, 2026, the board approved another $0.05 quarterly dividend, payable on June 3, 2026 to shareholders of record on May 20, 2026.

How many ships and resorts did OneSpaWorld (OSW) operate in Q1 2026?

Operational scale continued to expand. OneSpaWorld averaged 202 ships during the quarter, up from 193, and ended with 208 ships in service. The company averaged 37 destination resorts and ended the period with 36, reflecting some closures and portfolio adjustments in that channel.