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What changed in ONESPAWORLD HOLDINGS Ltd's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ONESPAWORLD HOLDINGS Ltd's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+282 added−261 removedSource: 10-K (2026-02-23) vs 10-K (2025-02-21)

Top changes in ONESPAWORLD HOLDINGS Ltd's 2025 10-K

282 paragraphs added · 261 removed · 228 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

146 edited+22 added−9 removed269 unchanged
Biggest changeThe numbers of ships served as of December 31, 2024 under agreements with the respective cruise lines are listed below: Cruise Line Ships Served Royal Caribbean (2) 28 Carnival (1) 27 Norwegian (3) 19 Princess (1) 16 Celebrity (2) 13 Holland America (1) 11 Costa (1) 9 Silversea (2) 11 Oceania (3) 7 P&O (1) 7 Seabourn (1) 6 Regent (3) 6 Windstar 6 Disney 6 Marella 5 Azamara 4 Cunard (1) 4 Carnival Australia (1) 3 Virgin 3 Saga 2 Adora 2 Crystal 2 Aroya 1 Mitsui 1 Total 199 (1) Carnival Corporation, the parent company of Carnival Cruise Line, also owns Carnival Australia, Costa, Cunard, Holland America, P&O, Princess, and Seabourn.
Biggest changeThe numbers of ships served as of December 31, 2025 under agreements with the respective cruise lines are listed below: Cruise Line Ships Served Carnival (1) 29 Royal Caribbean (2) 29 Norwegian (3) 20 Princess (1) 17 Celebrity (2) 14 Holland America (1) 11 Silversea (2) 11 Costa (1) 9 Oceania (3) 8 P&O (1) 7 Windstar 7 Disney 7 Seabourn (1) 6 Regent (3) 6 Marella 5 Azamara 4 Cunard 4 Virgin 4 Adora 2 Crystal 2 Saga 2 Aroya 1 Mitsui 1 Total 206 (1) Carnival Corporation, the parent company of Carnival Cruise Line, also owns Carnival Australia (which ceased operating during the first quarter of 2025), Costa, Cunard, Holland America, P&O, Princess, and Seabourn.
This passenger growth has been driven by consistent, significant investments in new, higher value cruise ship capacity; the cost-value differential between vacations at sea and on land; strong loyalty among experienced cruisers; the large and growing appeal of cruising to all demographics, including millennials, who CLIA believes to be the most enthusiastic cruise travelers of the future, and Gen-X travelers; and the cruise industry's sustainability and efficiency initiatives, which have been increasingly important to consumers.
This passenger growth has been driven by consistent, significant investments in new, higher value cruise ship capacity; the cost-value differential between vacations at sea and on land; strong loyalty among experienced cruisers; the large and growing appeal of cruising to all demographics, including millennials and Gen-X travelers, who CLIA believes to be the most enthusiastic cruise travelers of the future; and the cruise industry's sustainability and efficiency initiatives, which have been increasingly important to consumers.
Health and wellness centers range in size to more than 30,000 square feet and generally provide fitness areas and studios; body care, skin care, and medi-spa treatment rooms; beauty care salons; and elaborate thermal suites and/or saunas.
Health and wellness centers range in size to more than 30,000 square feet and generally provide fitness areas and studios; body care, skin care, and medi-spa treatment rooms; beauty salons; and elaborate thermal suites and/or saunas.
Our Board of Directors (the “Board”) directly oversees policies, procedures and corporate culture promoting and upholding the ethical conduct of the Company’s business, including adopting and monitoring compliance with the Company’s Code of Ethics, which sets forth the Company’s policies of promoting high standards of integrity by and toward our employees.
Our Board of Directors (our “Board”) directly oversees policies, procedures and corporate culture promoting and upholding the ethical conduct of the Company’s business, including adopting and monitoring compliance with the Company’s Code of Ethics, which sets forth the Company’s policies of promoting high standards of integrity by and toward our employees.
Our U.S. corporate and destination resort health and wellness center employees are eligible to receive Company sponsored benefits, including medical, dental and vision insurance coverage, 401(k) retirement plan participation, personal short and long-term disability, critical illness coverage, flexible spending accounts, basic life insurance and basic accidental death and dismemberment coverage, medical indemnity, and off the job accident insurance, as well as family member life insurance and accidental death and dismemberment coverage.
Our U.S. corporate and destination resort health and wellness center employees are eligible to receive Company sponsored benefits, including medical, dental and vision insurance coverage, 401(k) retirement plan participation, personal short and long-term disability coverage, critical illness coverage, flexible spending accounts, basic life insurance and basic accidental death and dismemberment coverage, medical indemnity, and off the job accident insurance, as well as family member life insurance and accidental death and dismemberment coverage.
Our destination resort health and wellness centers also compete with other health and wellness centers in their vicinities, as well as with other beauty, relaxation or other therapeutic alternatives. These include salons that offer these services at prices significantly lower than those charged by us.
Our destination resort health and wellness centers also compete with other health and wellness centers in their vicinities, as well as with other beauty salons and relaxation or other therapeutic alternatives. These include salons that offer these services at prices significantly lower than those charged by us.
The following are other risks related to the hospitality industry: • changes in the national, regional and local conditions (including major national or international terrorist attacks, armed hostilities, such as the ongoing conflicts between Russia and Ukraine and the conflicts in the Middle East, or other significant adverse events, including an oversupply of hotel properties or a reduction in demand for hotel rooms); • the possible loss of funds expended for build-outs of health and wellness centers at venues that fail to open, underperform or close due to economic slowdowns or otherwise; • the attractiveness of the venues to consumers and competition from comparable venues in terms of, among other things, accessibility and cost; • the outbreaks of illnesses, such as the recent pandemic, or the perceived risk of such outbreaks, in locations where we operate land-based health and wellness centers or locations from which guests of such wellness centers are sourced; • weather conditions, including natural disasters, such as earthquakes, hurricanes, tsunamis and floods, which may be exacerbated due to climate change; • possible labor unrest or changes in economics based on collective bargaining activities; • changes in ownership, maintenance or room rates of, or popular travel patterns and guest demographics at the venues we serve; • possible conversion of guest rooms at hotels to condominium units and the decrease in health and wellness center usage that often accompanies such conversions, and the related risk that condominium hotels are less likely to be suitable venues for our health and wellness centers; • reductions in destination resort occupancy during major renovations or as a result of damage or other causes; • acquisition by destination resort chains of health and wellness service providers to create captive “in-house” brands and development by destination resort chains of their own proprietary health and wellness service providers, reducing the opportunity for third-party health and wellness providers like us; and • the financial condition of the airline industry, which has eliminated or reduced airline service to locations where we operate destination resort facilities, which has resulted and could continue to result in fewer guests at those venues. 22 We Compete with Passenger Activity Alternatives We compete with passenger activity alternatives on cruise ships and with competing providers of services and products similar to our services and products seeking agreements with cruise lines.
The following are other risks related to the hospitality industry: • changes in the national, regional and local conditions (including major national or international terrorist attacks, armed hostilities, such as the ongoing conflicts between Russia and Ukraine and the conflicts in the Middle East, or other significant adverse events, including an oversupply of hotel properties or a reduction in demand for hotel rooms); • the possible loss of funds expended for build-outs of health and wellness centers at venues that fail to open, underperform or close due to economic slowdowns or otherwise; • the attractiveness of the venues to consumers and competition from comparable venues in terms of, among other things, accessibility and cost; • the outbreaks of illnesses or the perceived risk of such outbreaks, in locations where we operate land-based health and wellness centers or locations from which guests of such wellness centers are sourced; • weather conditions, including natural disasters, such as earthquakes, hurricanes, tsunamis and floods, which may be exacerbated due to climate change; • possible labor unrest or changes in economics based on collective bargaining activities; • changes in ownership, maintenance or room rates of, or popular travel patterns and guest demographics at the venues we serve; • possible conversion of guest rooms at hotels to condominium units and the decrease in health and wellness center usage that often accompanies such conversions, and the related risk that condominium hotels are less likely to be suitable venues for our health and wellness centers; • reductions in destination resort occupancy during major renovations or as a result of damage or other causes; • acquisition by destination resort chains of health and wellness service providers to create captive “in-house” brands and development by destination resort chains of their own proprietary health and wellness service providers, reducing the opportunity for third-party health and wellness providers like us; and • the financial condition of the airline industry, which has eliminated or reduced airline service to locations where we operate destination resort facilities, which has resulted and could continue to result in fewer guests at those venues. 22 We Compete with Passenger Activity Alternatives We compete with passenger activity alternatives on cruise ships and with competing providers of services and products similar to our services and products seeking agreements with cruise lines.
The Failure to Comply with Such Covenants Could Have An Adverse Effect on Us Our Credit Facilities contain certain financial covenants and a number of traditional negative covenants, including limitations on our ability to, among other things, incur and/or undertake asset sales and other dispositions, liens, indebtedness, certain acquisitions, and investments, consolidations, mergers, reorganizations and other fundamental changes, payment of dividends and other distributions to equity and warrant holders and prepayments of material subordinated debt, in each case, subject to customary exceptions.
The Failure to Comply with Such Covenants Could Have An Adverse Effect on Us Our Credit Facilities contain certain financial covenants and a number of traditional negative covenants, including limitations on our ability to, among other things, incur and/or undertake asset sales and other dispositions, liens, indebtedness, certain acquisitions, and investments, consolidations, mergers, reorganizations and other fundamental changes, payment of dividends and other distributions to equity holders and prepayments of material subordinated debt, in each case, subject to customary exceptions.
We cannot provide assurance that the market price of our common shares will not fluctuate widely or decline significantly in the future in response to a number of factors, including, without limitation, the following: o the realization of any of the risk factors presented in this Annual Report on Form 10-K; o disease outbreaks and increased concern related to illness when traveling; o actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity or financial condition; o performance and departures of key personnel; o failure to comply with the requirements of Nasdaq; 29 o failure to comply with the Sarbanes-Oxley Act or other laws or regulations; o future issuances, sales or resales, or anticipated issuances, sales or resales, of our common shares; o publication of research reports about us, the cruise industry, or the hospitality industry generally; o the performance and market valuations of our cruise line partners and of companies in the hospitality and travel industry; o broad disruptions in the financial markets, including sudden disruptions in the credit markets; o speculation in the press or investment community with respect to the factors impacting our business, including the risk factors presented in this Annual Report on Form 10-K; o actual, potential or perceived operational and internal control, accounting or financial reporting issues; and o changes in accounting principles, policies and guidelines.
We cannot provide assurance that the market price of our common shares will not fluctuate widely or decline significantly in the future in response to a number of factors, including, without limitation, the following: o the realization of any of the risk factors presented in this Annual Report on Form 10-K; o disease outbreaks and increased concern related to illness when traveling; o actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity or financial condition; o performance and departures of key personnel; o failure to comply with the requirements of Nasdaq; 30 o failure to comply with the Sarbanes-Oxley Act or other laws or regulations; o future issuances, sales or resales, or anticipated issuances, sales or resales, of our common shares; o publication of research reports about us, the cruise industry, or the hospitality industry generally; o the performance and market valuations of our cruise line partners and of companies in the hospitality and travel industry; o broad disruptions in the financial markets, including sudden disruptions in the credit markets; o speculation in the press or investment community with respect to the factors impacting our business, including the risk factors presented in this Annual Report on Form 10-K; o actual, potential or perceived operational and internal control, accounting or financial reporting issues; and o changes in accounting principles, policies and guidelines.
In addition, any strikes or other disruptions of airline service, including those that could follow terrorist attacks or armed hostilities, heightened regulations pertaining 17 to customs and border control and government policies placing limitations on the issuance of international travel visas, and travel bans to and from certain geographical areas, could adversely affect the ability of cruise passengers or our shipboard staff to reach their ports of embarkation, or could cause cancellation of cruises.
In addition, any strikes or other disruptions of airline service, including those that could follow terrorist attacks or armed hostilities, heightened regulations pertaining to customs and border control and government policies placing limitations on the issuance of international travel visas, and travel bans to and from certain geographical areas, could adversely affect the ability of cruise passengers or our shipboard staff to reach their ports of embarkation, or could cause cancellation of cruises.
The courts of The Bahamas would recognize a U.S. judgment as a valid judgment, and permit the same to provide the basis of a fresh action in The Bahamas and should give a judgment based thereon without there being a re-trial or reconsideration of the merits of the case provided that (i) the courts in the United States had proper jurisdiction under Bahamian conflict of law rules over the parties subject to such judgment, (ii) the judgment is for a debt or definite sum of money other than a sum payable in respect of taxes or charges of a like nature or in respect of a fine or penalty, (iii) the U.S. courts did not contravene the rules of natural justice of 30 The Bahamas, (iv) the judgment was not obtained by fraud on the part of the party in whose favor the judgment was given or of the court pronouncing it, (v) the enforcement of such judgment would not be contrary to the public policy of The Bahamas, (vi) the correct procedures under the laws of The Bahamas are duly complied with, (vii) the judgment is not inconsistent with a prior Bahamian judgment in respect of the same matter and (viii) enforcement proceedings are instituted within six years after the date of such judgment.
The courts of The Bahamas would recognize a U.S. judgment as a valid judgment, and permit the same to provide the basis of a fresh action in The Bahamas and should give a judgment based thereon without there being a re-trial or reconsideration of the merits of the case provided that (i) the courts in the United States had proper jurisdiction under Bahamian conflict of law rules over the parties subject to such judgment, (ii) the judgment is for a debt or definite sum of money other than a sum payable in respect of 31 taxes or charges of a like nature or in respect of a fine or penalty, (iii) the U.S. courts did not contravene the rules of natural justice of The Bahamas, (iv) the judgment was not obtained by fraud on the part of the party in whose favor the judgment was given or of the court pronouncing it, (v) the enforcement of such judgment would not be contrary to the public policy of The Bahamas, (vi) the correct procedures under the laws of The Bahamas are duly complied with, (vii) the judgment is not inconsistent with a prior Bahamian judgment in respect of the same matter and (viii) enforcement proceedings are instituted within six years after the date of such judgment.
The combination of our renowned recruiting and training platform, deep labor pool, global logistics and supply chain infrastructure and proven revenue management capabilities represents a significant competitive advantage that we believe is not economically feasible to replicate. These competitive advantages have served our business well during the recent challenging times for our industry.
The combination of our renowned recruiting and training platform, deep labor pool, global logistics and supply chain infrastructure and proven revenue management capabilities represents a significant competitive advantage that we believe is not economically feasible to replicate. These competitive advantages served our business well during the recent challenging times for our industry.
The Risks to OneSpaWorld Under United States Treasury Department regulations, as of January 1, 2007, all or a portion of OneSpaWorld (Bahamas)’s income for periods commencing on or after that date could be subject to United States federal income tax at a rate of up to 35% with respect to income earned prior to January 1, 2018 and 21% with respect to income earned thereafter: • to the extent the income from OneSpaWorld (Bahamas)’s shipboard operations that OneSpaWorld believes are performed outside of United States territorial waters is considered by the Internal Revenue Service (“IRS”) to be attributable to functions performed, resources employed or risks assumed within the United States or its possessions or territorial waters; • to the extent the income from OneSpaWorld (Bahamas)’s sale of health and wellness products for use, consumption, or disposition in international waters is considered by the IRS to be attributable to functions performed, resources employed or risks assumed within the United States, its possessions or territorial waters; or • to the extent that passage of title or transfer of ownership of products sold by OneSpaWorld (Bahamas) for use, consumption or disposition outside international waters, takes place in the United States or a United States office materially participates in such sales.
The Risks to OneSpaWorld Under United States Treasury Department regulations, as of January 1, 2007, all or a portion of OneSpaWorld (Maritime)’s income for periods commencing on or after that date could be subject to United States federal income tax at a rate of up to 35% with respect to income earned prior to January 1, 2018 and 21% with respect to income earned thereafter: • to the extent the income from OneSpaWorld (Maritime)’s shipboard operations that OneSpaWorld believes are performed outside of United States territorial waters is considered by the Internal Revenue Service (“IRS”) to be attributable to functions performed, resources employed or risks assumed within the United States or its possessions or territorial waters; • to the extent the income from OneSpaWorld (Maritime)’s sale of health and wellness products for use, consumption, or disposition in international waters is considered by the IRS to be attributable to functions performed, resources employed or risks assumed within the United States, its possessions or territorial waters; or • to the extent that passage of title or transfer of ownership of products sold by OneSpaWorld (Maritime) for use, consumption or disposition outside international waters, takes place in the United States or a United States office materially participates in such sales.
In addition, in the event of certain terminations of an agreement with a land-based venue, such as by the venue operator after our breach of an agreement, or as a result of the bankruptcy of a venue, even if we have a provision in our agreement providing for a termination payment, we could receive no compensation with respect to build-out expenditures we have incurred.
In addition, in the event of certain terminations of an agreement with a land-based venue, such as by the venue operator after our breach 24 of an agreement, or as a result of the bankruptcy of a venue, even if we have a provision in our agreement providing for a termination payment, we could receive no compensation with respect to build-out expenditures we have incurred.
Our cruise line relationships average over 20 years and encompass substantially all of the major global cruise lines, including Carnival Cruise Line, Royal Caribbean Cruises, Princess Cruises, Norwegian Cruise Line, Celebrity Cruises, Costa Cruises, and Holland America, among many others, as well as recent additions to the industry, such as Virgin Voyages.
Our cruise line relationships average over 20 years and encompass substantially all of the major global cruise lines, including Carnival Cruise Line, Royal Caribbean Cruises, Princess Cruises, Norwegian Cruise Line, Celebrity Cruises, and Holland America, among many others, as well as recent additions to the industry, such as Virgin Voyages.
Any breach, theft, loss, or fraudulent use of guest, employee, third-party or company data, could adversely impact our reputation and brand and our ability to retain or attract new customers, and expose us to risks of data loss, business disruption, governmental investigation, litigation and other liability, any of which could adversely affect our business.
Any breach, theft, loss, or fraudulent use of guest, employee, third-party or company data, could adversely impact our reputation and brand and our ability to retain or attract new customers, and expose us to risks of data loss, business disruption, governmental investigation, litigation and other liability, any of 28 which could adversely affect our business.
Other than as described below, we believe that none of the income generated by our non-United States subsidiaries 19 should be effectively connected with the conduct of a trade or business within the United States and, accordingly, that such income should not be subject to United States federal income tax.
Other than as described below, we believe that none of the income generated by our non-United States subsidiaries should be effectively connected with the conduct of a trade or business within the United States and, accordingly, that such income should not be subject to United States federal income tax.
The nature of our responsibilities under our agreements with cruise line and destination resort partners enforce the standards required for our brands and may be subject to interpretation and will from time to time give rise to disagreements, which may include disagreements over the need for payments, reimbursements and other costs.
The nature of our responsibilities under our agreements with cruise line and destination resort partners enforce the standards required for 26 our brands and may be subject to interpretation and will from time to time give rise to disagreements, which may include disagreements over the need for payments, reimbursements and other costs.
If any of these events occurred, we could incur substantial litigation expense and be required to make payments in connection with settlements of claims or as a result of judgments against us. 26 We maintain insurance to cover a number of risks associated with our business.
If any of these events occurred, we could incur substantial litigation expense and be required to make payments in connection with settlements of claims or as a result of judgments against us. We maintain insurance to cover a number of risks associated with our business.
We have instituted best practices to ensure that we continue to operate to the highest standards, including requiring all our employees to familiarize themselves during their training with, and adhere strictly to, our Code of Ethics and our corporate social responsibility and sustainability policies. • Diversity & Inclusion.
We have instituted best practices to ensure that we continue to operate to the highest standards, including requiring all our employees to familiarize themselves during their training with, and adhere strictly to, our Code of Ethics and our corporate social responsibility and sustainability policies. • Diversity.
Congress have proposed various forms of legislation that would result in higher taxation on income generated by cruise companies. Our global operations subject us to potential liability under anti-corruption, economic sanctions, and other laws and regulations.
Congress have proposed various forms of legislation that would result in higher taxation on income generated by cruise companies. 25 Our global operations subject us to potential liability under anti-corruption, economic sanctions, and other laws and regulations.
Higher fuel charges also increase the cost to consumers of transportation to cruise ship destination ports and to venues where we operate our destination resort health and wellness centers, and also increase the cost of utilities at our destination resort health and wellness 18 centers. Periods of increasing fuel costs would likely cause these transportation costs to correspondingly increase.
Higher fuel charges also increase the cost to consumers of transportation to cruise ship destination ports and to venues where we operate our destination resort health and wellness centers, and also increase the cost of utilities at our destination resort health and wellness centers. Periods of increasing fuel costs would likely cause these transportation costs to correspondingly increase.
Separately, certain non-United States jurisdictions may also assert that OneSpaWorld (Bahamas)’s income is subject to their income tax. For example, some of our United Kingdom, Bahamas and United States subsidiaries provide goods and/or services to us and certain of our other subsidiaries.
Separately, certain non-United States jurisdictions may also assert that OneSpaWorld (Maritime)’s income is subject to their income tax. For example, some of our United Kingdom, Bahamas and United States subsidiaries provide goods and/or services to us and certain of our other subsidiaries.
The information contained on, or that can be accessed through, the websites referenced throughout this Annual Report on Form 10-K are not incorporated into this report. Further, references to website addresses throughout this Annual Report on Form 10-K are intended to be inactive textual references only.
The information contained on, or that can be accessed through, the websites referenced throughout this Annual Report on Form 10-K is not incorporated into this report. Further, references to website addresses throughout this Annual Report on Form 10-K are intended to be inactive textual references only.
Cruise lines compete for consumer disposable leisure time dollars with virtually all other vacation alternatives. Demand for cruises is dependent on the underlying economic strength of the countries from which cruise lines source their passengers.
Cruise lines compete for consumer disposable leisure time dollars with virtually all other vacation alternatives. Demand for cruises is dependent on the underlying economic strength 16 of the countries from which cruise lines source their passengers.
We will continue to focus on launching leading edge, higher value-add services and products to delight our guests, align with and enhance our cruise line and destination resort partner brands, optimize health and wellness center utilization, and maximize center-level profitability. 7 Focus on Enhancing Health and Wellness Center Productivity Cruise lines have become increasingly focused on growing onboard revenue as a way to enhance revenue beyond traditional cabin ticket sales.
We will continue to focus on launching leading edge, higher value-add services and products to delight our guests, align with and enhance our cruise line and destination resort partner brands, optimize health and wellness center staff and facilities utilization, and maximize center-level profitability. 7 Focus on Enhancing Health and Wellness Center Productivity Cruise lines have become increasingly focused on growing onboard revenue as a way to enhance revenue beyond traditional cabin ticket sales.
We also own, directly or indirectly, the shares of additional subsidiaries organized in the United States, the United Kingdom and other taxable jurisdictions, as well as subsidiaries organized in jurisdictions that do not subject the subsidiaries to taxation.
We also own, directly or indirectly, the shares of additional subsidiaries organized in the United States and other taxable jurisdictions, as well as subsidiaries organized in jurisdictions that do not subject the subsidiaries to taxation.
Shareholder,” generally, means a “United States person” (“U.S. person”) who owns directly, indirectly or constructively at least 10% of the voting power or value of the stock of a 20 foreign corporation.
Shareholder,” generally, means a “United States person” (“U.S. person”) who owns directly, indirectly or constructively at least 10% of the voting power or value of the stock of a foreign corporation.
Many cruise lines offer an increasingly wide range of sustainable shore excursions, including walking, cycling, paddle or sail experiences, attracting an ever-growing base of health-conscious consumers.
Many cruise lines offer an increasingly wide range of sustainable shore excursions, including walking, cycling, and paddle or sail experiences, attracting an ever-growing base of health-conscious consumers.
In addition, the immigration approval processes in the United States has in the past experienced severe backlog, and may in the future proceed at a slower pace than previously had been the case.
In addition, the immigration approval processes in the United States has in the past experienced severe backlog, and may in the future proceed at a slower pace 18 than previously had been the case.
During the year ended December 31, 2024, our health and wellness centers employed up to 83 highly trained professionals and ranged in size up to over 30,000 square feet, depending on the cruise line or destination resort partner’s needs. 2 We are recognized by our cruise line and destination resort partners and our guests for our comprehensive suite of industry-leading health and wellness services, products and experiences.
During the year ended December 31, 2025, our health and wellness centers employed up to 83 highly trained professionals and ranged in size up to over 30,000 square feet, depending on the cruise line or destination resort partner’s needs. 2 We are recognized by our cruise line and destination resort partners and our guests for our comprehensive suite of industry-leading health and wellness services, products and experiences.
For more than 50 years, we have continuously defined and redefined the onboard health, fitness, beauty and wellness category by consistently expanding our onboard offerings with innovative and leading-edge service and product introductions, while developing the powerful staff recruiting and training and operational logistics platforms to manage and optimize the complexity of our global operations and maintain our industry-leading quality standards.
For more than 50 years, we have continuously defined and redefined the onboard health, wellness, aesthetics and fitness category by consistently expanding our onboard offerings with innovative and leading-edge service and product introductions, while developing the powerful staff recruiting and training and operational logistics platforms to manage and optimize the complexity of our global operations and maintain our industry-leading quality standards.
We utilize more than 71,000 square feet of warehouse space operated by a third party logistics provider in the Miami, FL metropolitan area to handle domestic cargo, bonded cargo, and Foreign Trade Zone international goods, enabling us to provide fulfillment services for our cruise inventory, e-commerce, and Shop & Ship program.
We utilize more than 45,000 square feet of warehouse space operated by a third party logistics provider in the Miami, FL metropolitan area to handle domestic cargo, bonded cargo, and Foreign Trade Zone international goods, enabling us to provide fulfillment services for our cruise inventory, e-commerce, and Shop & Ship program.
We believe we have a leading retail attachment rate based on the number of products purchased by our guests in conjunction with a service compared to the broader consumer personal care services and retail industry. During 2024, product sales comprised approximately 19% of our revenues, enabling incremental revenue even at full treatment room utilization.
We believe we have a leading retail attachment rate based on the number of products purchased by our guests in conjunction with a service compared to the broader consumer personal care services and retail industry. During 2025, product sales comprised approximately 19% of our revenues, enabling incremental revenue even at full treatment room utilization.
OneSpaWorld (Bahamas) has three types of income: income from the provision of health and wellness services, income from the sales of health and wellness products and income from leasing (at rates determined on an arm’s length basis) our shipboard employees and space to a United States subsidiary that performs health and wellness services and sells health and wellness products while the ships are in United States waters and pays OneSpaWorld (Bahamas) the amounts referenced above (the “U.S.
OneSpaWorld (Maritime) has three types of income: income from the provision of health and wellness services, income from the sales of health and wellness products and income from leasing (at rates determined on an arm’s length basis) our shipboard employees and space to a United States subsidiary that performs health and wellness services and sells health and wellness products while the ships are in United States waters and pays OneSpaWorld (Maritime) the amounts referenced above (the “U.S.
If we fail to comply with the relevant laws and regulations relating to cybersecurity, we could suffer financial loss, a disruption of our business, liability to investors, regulatory intervention and reputational damage, among other material adverse effects. 28 Changes in Privacy Law Could Adversely Affect Our Ability to Market Our Services Effectively Our ability to market our services effectively is an important component of our business.
If we fail to comply with the relevant laws and regulations relating to cybersecurity, we could suffer financial loss, a disruption of our business, liability to investors, regulatory intervention and reputational damage, among other material adverse effects. 29 Changes in Privacy Law Could Adversely Affect Our Ability to Market Our Services Effectively Our ability to market our services effectively is an important component of our business.
We may also be required to make such minimum annual payments under any future agreements into which we enter. Accordingly, we could be obligated to pay more in minimum payments than the amount we collect from customers. As of December 31, 2024, these payments were required by three of the agreements for our destination resort health and wellness centers.
We may also be required to make such minimum annual payments under any future agreements into which we enter. Accordingly, we could be obligated to pay more in minimum payments than the amount we collect from customers. As of December 31, 2025, these payments were required by three of the agreements for our destination resort health and wellness centers.
Additionally, if OneSpaWorld (Bahamas) were considered to be a controlled foreign corporation (“CFC”) for purposes of the source rule regulations, any of its shipboard income would be considered U.S.-source income and would be subject to United States federal income tax unless such income is attributable to functions performed, resources employed or risks assumed in a foreign country or countries.
Additionally, if OneSpaWorld (Maritime) were considered to be a controlled foreign corporation (“CFC”) for purposes of the source rule regulations, any of its shipboard income would be considered U.S.-source income and would be subject to United States federal income tax unless such income is attributable to functions performed, resources employed or risks assumed in a foreign country or countries.
To the extent that our belief about the source of OneSpaWorld (Bahamas)’s shipboard income is correct, such income would not be ECI because such income is income of a character (compensation for services, gains on sales of certain property, and rental income from the lease of tangible property) that cannot be treated as ECI unless it is treated as U.S.-source income.
To the extent that our belief about the source of OneSpaWorld (Maritime)’s shipboard income is correct, such income would not be ECI because such income is income of a character (compensation for services, gains on sales of certain property, and rental income from the lease of tangible property) that cannot be treated as ECI unless it is treated as U.S.-source income.
Competition With our over 90% market share in the outsourced maritime health and wellness center operations segment of the cruise industry, we have a small number of competitors. Across the destination resorts business, we compete with other outsource providers of health, fitness, beauty and wellness services to hotel and destination resort operators.
Competition With our over 90% market share in the outsourced maritime health and wellness center operations segment of the cruise industry, we have a small number of competitors. Across the destination resorts business, we compete with other outsource providers of health, wellness, aesthetics and fitness services to hotel and destination resort operators.
The unanticipated loss of the services of any of these persons or other key management personnel, due to illness, disability, resignation or otherwise could have a material adverse effect on our business, results of operations and financial condition. Our success is dependent on our ability to recruit and retain personnel qualified to perform our services.
The unanticipated loss of the services of either of these persons or other key management personnel, due to illness, disability, resignation or otherwise, could have a material adverse effect on our business, results of operations and financial condition. Our success is dependent on our ability to recruit and retain personnel qualified to perform our services.
Over the last 50 years, we have built our leading market position on our depth of staff expertise; broad and innovative service and product offerings; expansive global staff recruitment, training and logistics platform; global operations infrastructure; and decades-long relationships with cruise line and destination resort partners.
Over the last 50 years, we have built our leading market position on our depth of staff expertise; broad and innovative service and product offerings; expansive global staff recruitment, training and logistics platforms; global operations infrastructure; and decades-long relationships with cruise line and destination resort partners.
The above capabilities have contributed to building a differentiated and defensible strategy around our leading market position in a historically growing and attractive industry. Unmatched Breadth of Service and Product Offering We offer our guests a comprehensive suite of leading and advanced health, fitness, beauty and wellness services and products.
The above capabilities have contributed to building a differentiated and defensible strategy around our leading market position in a historically growing and attractive industry. Unmatched Breadth of Service and Product Offering We offer our guests a comprehensive suite of leading and advanced health, wellness, aesthetics and fitness services and products.
Currently, we and our non-United States subsidiaries are not subject to Bahamas income tax or other (including United States federal) income tax, except as set forth below. These non-United States subsidiaries earn a substantial portion of our revenue, which contributes to our low effective tax rate.
Currently, we and our non-United States subsidiaries are not subject to Bahamas or Cayman Islands income tax or other (including United States federal) income tax, except as set forth below. These non-United States subsidiaries earn a substantial portion of our revenue, which contributes to our low effective tax rate.
These agreements range from three to 8.6 years in duration and average approximately five years in length, providing us with the exclusive right to offer health, fitness, beauty and wellness services and the ability to sell complementary products onboard the ships we serve.
These agreements range from three to 8.6 years in duration and average approximately five years in length, providing us with the exclusive right to offer health, wellness, aesthetics and fitness services and the ability to sell complementary products onboard the ships we serve.
Highly Visible and Predictable Revenue Streams We operate health and wellness centers on 199 ships under long-term contracts with our cruise line partners, which we expect to grow as new ships are commissioned by our existing partners and prospective new partners.
Highly Visible and Predictable Revenue Streams We operate health and wellness centers on 206 ships under long-term contracts with our cruise line partners, which we expect to grow as new ships are commissioned by our existing partners and prospective new partners.
Under these long-term agreements, cruise line partners retain a specified percentage of revenues from all our sales onboard. This inherent alignment encourages collaboration in all aspects of our operations, including facility design, product innovation, pre- and post-cruise sales opportunities, capacity utilization initiatives and other data-driven strategies to drive increased guest traffic and revenue growth.
Under these long-term agreements, cruise l ine partners retain a specified percentage of revenues from all our sales onboard. This inherent alignment encourages collaboration in all aspects of our operations, including facility design, product innovation, pre- and post-cruise sales opportunities, capacity utilization initiatives and other data-driven strategies to drive increased guest traffic and revenue growth.
On each cruise ship and in every destination resort health and wellness center, we have a general manager and typically an assistant manager training to become a general manager, along with up to 96 total staff, depending on the scale of the health and wellness center.
On each cruise ship and in every destination resort health and wellness center, we have a general manager and typically an assistant manager training to become a general manager, along with up to 86 total staff, depending on the scale of the health and wellness center.
As a result of our scale, our captive consumer audience, and consumers’ increasing desire for more health, fitness, beauty and wellness services and products, we are well-positioned in the global health and wellness industry and have a large and highly attractive addressable consumer market at sea and on land. 4 Differentiated Business Model That Would Be Difficult and Uneconomic to Replicate For more than 50 years, our business model has been built through investment in global infrastructure, staff recruiting, training and logistics, supply chain logistics, decades-long relationships with our cruise line and destination resort partners and our reputation for offering our guests a best-in-class health, fitness, beauty and wellness experience.
As a result of our scale, our captive consumer audience, and consumers’ increasing desire for more health, wellness, aesthetics and fitness services and products, we are well-positioned in the global health and wellness industry and have a large and highly attractive addressable consumer market at sea and on land. 4 Differentiated Business Model That Would Be Difficult and Uneconomic to Replicate For more than 50 years, our business model has been built through investment in global infrastructure, staff recruiting, training and logistics, supply chain logistics, applications of emerging technologies, decades-long relationships with our cruise line and destination resort partners, and our reputation for offering our guests a best-in-class health, wellness, aesthetics and fitness experience.
We are focused on collaborating with cruise line partners to increase passenger penetration and maximize revenue yield through the following initiatives: • Increase Pre-Booking and Pre-Payment Capture Rate —We collaborate proactively with our cruise line partners to employ increased and enhanced marketing and promotion campaigns to engage guests upon booking their vacation experience, well before boarding a ship, through pre-booking.
We are focused on collaborating with cruise line partners to increase passenger penetration and maximize revenue yield through the following initiatives: • Increase Pre-Booking and Pre-Payment Capture Rate —We collaborate proactively with our cruise line partners to employ increased and enhanced marketing and promotion campaigns to engage guests upon booking their vacation experience, well before boarding a ship, through our technology-driven pre-booking engine.
Our capital expenditures are expected to be approximately 2% of revenues for the next two years. Being a Bahamian international business company and earning a significant portion of our revenue in low-tax or no-tax jurisdictions, including international waters, our effective cash tax rate is approximately 4%. This combination translates to exceptional free cash flow.
Our capital expenditures are expected to be approximately 2% of revenues for each of the next two years. Being a Bahamian international business company and earning a significant portion of our revenue in low-tax or no-tax jurisdictions, including international waters, our effective cash tax rate is approximately 6%. This combination translates to exceptional free cash flow.
Waters Activities”). We believe that most of OneSpaWorld (Bahamas)’s shipboard income should be treated as foreign-source income under the U.S. Treasury Department regulations for determining the source of such income (the “source rule regulations”).
Waters Activities”). We believe that most of OneSpaWorld (Maritime)’s shipboard income should be treated as foreign-source income under the U.S. Treasury Department regulations for determining the source of such income (the “source rule regulations”).
We may be subject to legal liability and reputational damage if we do not comply with data privacy and protection regulations. Various governments, agencies and regulatory organizations have enacted and are considering new regulations and implementation of rules for existing regulations. Additional requirements could negatively impact our ability to market cruises to consumers and increase our costs.
We may be subject to legal liability and reputational damage if we do not comply with data privacy and protection regulations. Various governments, agencies and regulatory organizations have enacted and are considering new regulations and implementation of rules for existing regulations. Additional requirements could negatively impact our ability to market our services and products to consumers and increase our costs.
Most of our cruise line agreements cover all of the then-operating ships of a cruise line and typically new ships are added to ships in service through an amendment to the agreement. The agreements have specified terms ranging from three to 8.6 years, with an average remaining term per ship of approximately four years as of December 31, 2024.
Most of our cruise line agreements cover all of the then-operating ships of a cruise line and typically new ships are added to ships in service through an amendment to the agreement. The agreements have specified terms ranging from three to 8.6 years, with an average remaining term per ship of approximately three years as of December 31, 2025.
Health and Wellness Services We curate and deliver an ever-innovating broad range of offerings for our cruise line and destination resort partners, centered around a holistic wellness approach, which includes: • Spa and Beauty.
Health and Wellness Services We curate and deliver an ever-innovating broad range of offerings for our cruise line and destination resort partners, centered around a holistic wellness approach, which includes: • Spa and Aesthetics.
Countries from which we recruited personnel during 2024 are highlighted in blue on the map below. • Talent Retention: Compensation and Benefits. We strive to provide competitive pay and benefits for our employees. 14 Shipboard health and wellness center employees typically are employed under nine month-long agreements with fixed terms.
Countries from which personnel were recruited during 2025 are highlighted in blue on the map below. 14 • Talent Retention: Compensation and Benefits. We strive to provide competitive pay and benefits for our employees. Shipboard health and wellness center employees typically are employed under nine month-long agreements with fixed terms.
In addition, we have entered into agreements with new cruise line partners, including Adora Cruises, Aroya Cruises, Crystal Cruises, and Mitsui Ocean Cruises. On land, we have longstanding relationships with the world’s leading destination hotel and resort operators, including Atlantis, Marriott, Hilton, Wyndham, ClubMed, Caesars Entertainment, Lotte, Four Seasons, and Mohegan Sun, among others.
In addition, we have entered into agreements with new cruise line partners, including Adora Cruises, Aroya Cruises, Crystal Cruises, and Mitsui Ocean Cruises. On land, we have longstanding relationships with the world’s leading destination hotel and resort operators, including Atlantis, Marriott, Hilton, Caesars Entertainment, Four Seasons, and Mohegan Sun, among others.
Cruise Line and Destination Resort Agreements Through our cruise line and destination resort agreements, we have the exclusive right to offer health, fitness, beauty and wellness services and the ability to sell complementary products onboard the ships and at the destination resorts we serve.
Cruise Line and Destination Resort Agreements Through our cruise line and destination resort agreements, we have the exclusive right to offer health, wellness, aesthetics and fitness services and the ability to sell complementary products onboard the ships and at the destination resorts we serve.
Through established cruise line partner relationships, current contracts, competitive positioning of our operating infrastructure, track record of delivering extraordinary guest experiences, and an approximately 97% contract renewal rate over the last 15 years, we are well-positioned to capture new ship growth over the long term.
Through established cruise line partner relationships, current contracts, competitive positioning of our operations, track record of delivering extraordinary guest experiences, and an approximately 97% contract renewal rate over the last 15 years, we are well-positioned to capture new ship growth over the long term.
This belief is based on the following: • all of the functions performed, resources employed and risks assumed in connection with the performance of the above-mentioned services and sales (other than OneSpaWorld (Bahamas)’s involvement in the U.S. Waters Activities) occur outside of the United States; and • income to OneSpaWorld (Bahamas) from the U.S.
This belief is based on the following: • all of the functions performed, resources employed and risks assumed in connection with the performance of the above-mentioned services and sales (other than OneSpaWorld (Maritime)’s involvement in the U.S. Waters Activities) occur outside of the United States; and 19 • income to OneSpaWorld (Maritime) from the U.S.
Pre-booked appointments can yield approximately 30% more revenue than services booked onboard the ship.
Pre-booked services can yield approximately 30% more revenue than services booked onboard the ship.
If we or, if required, our auditors, are unable to conclude that our internal control over financial reporting is effective, investors may lose confidence in our financial reporting and the trading price of our common stock may decline. There can be no assurance that there will not be material weaknesses in our internal control over financial reporting in the future.
If we or our auditors are unable to conclude that our internal control over financial reporting is effective, investors may lose confidence in our financial reporting and the trading price of our common shares may decline. There can be no assurance that there will not be material weaknesses in our internal control over financial reporting in the future.
This amount does not take into account canceled cruise voyages, which would not be subject to guaranteed minimum payment requirements. As we renew or enter into new agreements with cruise lines and land-based venues, we may experience increases in such required payments.
This amount does not take into account canceled cruise voyages, which would not be subject to guaranteed minimum payment requirements. As we renew or enter into new agreements with cruise lines and land-based venues, we may experience increases in such required payme nts.
We curate and deliver a broad range of offerings centered on providing specific health, fitness, beauty, and wellness solutions to meet our guests’ lifestyle routines or objectives.
We curate and deliver a broad range of offerings centered on providing specific health, wellness, aesthetics and fitness solutions to meet our guests’ lifestyle routines or objectives.
We continuously strive to improve staff retention, resulting in staff across our fleet being comprised of more than 70% experienced personnel as of December 31, 2024.
We continuously strive to improve staff retention, resulting in staff across our fleet being comprised of more than 70% experienced personnel as of December 31, 2025.
In addition, at our corporate offices in the U.S. and our North America health and wellness centers, our employee base is comprised of seven distinct ethnicities.
In addition, at our corporate office in the U.S. and our North America health and wellness centers, our employee base is comprised of seven distinct ethnicities.
Our success depends on our ability to recruit and train employees skilled in our customer service philosophy. We recruit prospective shipboard health and wellness center employees from a broad spectrum of geographies, providing a pipeline of talent from a wide range of demographics and economies.
Our success depends on our ability to recruit and train employees skilled in our customer service philosophy. Our prospective shipboard health and wellness center employees are recruited from a broad spectrum of geographies, providing a pipeline of talent from a wide range of demographics and economies.
Waters Activities is ECI, and thus subject to United States income taxation, but constitutes a small percentage of OneSpaWorld (Bahamas)’s total income.
Waters Activities is ECI, and thus subject to United States income taxation, but constitutes a small percentage of OneSpaWorld (Maritime)’s total income.
We are the market leader at more than 18x the size of our closest maritime competitor. Through our more than 90% market share, we have had access to a captive audience of over 26 million passengers annually. Cruise ship guests are an attractive demographic, with average annual household incomes of over $100,000.
We are the market leader at more than 17x the size of our closest maritime competitor. Through our more than 90% market share, we have had access to a captive audience of over 28 million passengers annually. Cruise ship guests are an attractive demographic, with average annual household incomes of over $100,000.
Guests that received these customized promotions were responsible for approximately 10% of revenues generated during the year ended December 31, 2024. • Utilize Technology to Increase Utilization and Enhance Service Mix —We have introduced and expanded technology-enabled dynamic pricing initiatives with selected cruise line partners.
Guests that received these customized promotions were responsible for approximately 11% of revenues generated during the year ended December 31, 2025. • Utilize Technology to Increase Utilization and Enhance Service Mix —We have introduced and expanded technology-enabled dynamic pricing initiatives with selected cruise line partners.
Guests can begin a program on the cruise or at certain of our land-based health and wellness centers and remain engaged with our professional coaches through the successful completion of their programs, generating ongoing purchases of nutritional and detoxification products via our e-commerce platform timetospa.com . • Mind-Body and Wellness.
Guests can begin a program on the cruise or at certain of our land-based health and wellness centers and remain engaged with our professional coaches through the successful completion of their programs, generating ongoing purchases of nutritional and detoxification products via our e-commerce platform timetospa.com . • Thermal suites.
Principal Cruise Line Partners A significant portion of our revenue is generated from operating health and wellness centers under long-term contracts with the following cruise line partners, each of which accounted for more than 10% of our total revenues in 2024, 2023 and 2022, respectively: Carnival (including Carnival, Carnival Australia, Costa, Cunard, Holland America, P&O, Princess, and Seabourn cruise lines): 41.2%, 41.1%, and 41.0%, Royal Caribbean (including Royal Caribbean, Celebrity Cruises, and Silversea cruise lines): 27.9%, 27.9%, and 28.0%, and Norwegian Cruise Line (including Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises): 16.8%, 16.4%, and 15.6%.
Principal Cruise Line Partners A significant portion of our revenue is generated from operating health and wellness centers under long-term contracts with the following cruise line partners, each of which accounted for more than 10% of our total revenues in 2025, 2024 and 2023, respectively: Carnival (including Carnival, Carnival Australia, Costa, Cunard, Holland America, P&O, Princess, and Seabourn cruise lines): 39.6%, 41.2%, and 41.1%, Royal Caribbean (including Royal Caribbean, Celebrity Cruises, and Silversea cruise lines): 28.2%, 27.9%, and 27.9%, and Norwegian Cruise Line (including Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises): 17.7%, 16.8%, and 16.4%.
Our business proactively innovates to serve the ever-changing needs and desires of our cruise line and destination resort partners and their guests. To do so, we arm our employees with best-in-class training and development in emerging areas of health and wellness and encourage all of our employees to apply a mindset of innovation.
Our business proactively innovates to serve the ever-changing needs and desires of our cruise line and destination resort partners and their guests. To do so, we ensure our employees are armed with best-in-class training and development in emerging areas of health and wellness and encourage all of our employees to apply a mindset of innovation.
We continuously innovate and evolve our offerings based on emerging solutions and trends and tailor our service and product offerings to regional preferences. With our captive audience of over 26 million cruise guests annually, OneSpaWorld is a compelling distribution channel for leading health, fitness, beauty and wellness brands.
We continuously innovate and evolve our offerings based on emerging solutions and trends and tailor our service and product offerings to regional preferences. With our captive audience of over 28 million cruise guests annually, OneSpaWorld is a compelling distribution channel for leading health, wellness, aesthetics and fitness brands.
Possible Adverse Changes in United States or Foreign Tax Laws or Changes in Our Business Could Increase Our Taxes General Background We are a Bahamas international business company (“IBC”) that owns, among other entities, OneSpaWorld (Bahamas) Limited (formerly known as Steiner Transocean Limited) (“OneSpaWorld (Bahamas)”), our principal subsidiary and a Bahamas IBC that conducts our shipboard operations, primarily outside United States waters (which constitutes most of our shipboard activities), and One Spa World LLC, a Florida limited liability company that performs administrative services in connection with our operations in exchange for fees from OneSpaWorld (Bahamas) and other subsidiaries.
Possible Adverse Changes in United States or Foreign Tax Laws or Changes in Our Business Could Increase Our Taxes General Background We are a Bahamas international business company (“IBC”) that owns, among other entities, OneSpaWorld (Maritime) Limited (formerly known as OneSpaWorld (Bahamas) Limited, and, prior to that, Steiner Transocean Limited) (“OneSpaWorld (Maritime)”), our principal subsidiary and a Cayman Islands entity that conducts our shipboard operations, primarily outside United States waters (which constitutes most of our shipboard activities), and One Spa World LLC, a Florida limited liability company that performs administrative services in connection with our operations in exchange for fees from OneSpaWorld (Maritime) and other subsidiaries.
In the U.S. and Caribbean, destination resort health and wellness centers generally have a higher investment cost and lower revenue share with higher staff costs and contracts lasting ten years on average. In Asia, destination resort health and wellness centers have lower investment cost, higher revenue share, lower staff costs, and contracts averaging five years.
In the U.S. and Caribbean, destination resort health and wellness centers generally have a higher investment cost and lower revenue share with higher staff costs and contracts lasting ten years on average.
We Depend on Our Key Officers and Qualified Employees Our continued success will depend to a significant extent on our senior executive officers, including Leonard Fluxman, our Executive Chairman, President and Chief Executive Officer, Stephen Lazarus, our Chief Financial Officer and Chief Operating Officer, and Susan Bonner, our Chief Commercial Officer.
We Depend on Our Key Officers and Qualified Employees Our continued success will depend to a significant extent on our senior executive officers, including Leonard Fluxman, our Executive Chairman and Chief Executive Officer, and Stephen Lazarus, our President, Chief Financial Officer and Chief Operating Officer.
In July and October of 2021, the OECD/G-20 Inclusive Framework on BEPS released statements outlining a political agreement on the general rules to be adopted for taxing the digital economy, specifically with respect to rules for nexus and profit allocation (Pillar One) and rules for a 15% global minimum tax (Pillar Two). 140 member states have agreed to support implementation, including The Bahamas, where we earn a substantial portion of our revenue.
In July and October of 2021, the OECD/G-20 Inclusive Framework on BEPS released statements outlining a political agreement on the general rules to be adopted for taxing the digital economy, specifically with respect to rules for nexus and profit allocation (Pillar One) and rules for a 15% global minimum tax (Pillar Two). 140 member states have agreed to support implementation, including The Bahamas, where we earned a substantial portion of our revenue prior to December 31, 2025.
Our key initiatives include: • continued innovation in our service and product offerings, coupled with enhanced consultative sales training techniques, resulting in a shifting revenue mix toward higher value-add and higher priced services, higher-priced products, and higher attachment rates for product purchases in connection with a guest service; • enhancing and expanding collaboration with cruise line and destination resort partners; • expanding pre-marketing, pre-booking and pre-payment platforms with optimal positioning on cruise line websites; • employing data-driven, dynamic pricing of services to optimize facility utilization and revenue generation; and • incorporating advanced direct marketing programs, including personalized communications and value promotions, to drive consumer demand.
Our key initiatives include: • continued innovation in our service and product offerings, coupled with enhanced consultative sales training techniques, resulting in a shifting revenue mix toward higher value-add and higher priced services, higher-priced products, and higher attachment rates for product purchases in connection with a guest service; • enhancing and expanding collaboration with cruise line and destination resort partners; • expanding pre-marketing, pre-booking and pre-payment platforms with optimal positioning on cruise line websites; • employing data-driven, dynamic pricing of services to optimize facility utilization and revenue generation; • incorporating advanced direct marketing programs, including personalized communications and value promotions, to drive consumer demand; and • developing and deploying artificial intelligence and other advanced technologies across our operations.
We have a 100% promotion rate for our health and wellness center general managers, an average tenure of ten years for employees at our Coral Gables office, and tenures of 20 years to more than 30 years for our senior leaders, many of whom started with the Company as shipboard health and wellness center team members and advanced to positions at our Coral Gables office and London Wellness Academy. • Culture and Ethics.
We have a 100% promotion rate for our health and wellness center general managers, an average tenure of ten years for employees at our corporate office, and tenures of 20 years to more than 30 years for our senior leaders, many of whom started with the Company as shipboard health and wellness center team members and advanced to positions at our corporate office. • Culture and Ethics.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFor more information on our cybersecurity risks and their potential impact to our business, see Item 1A, “Risk Factors—Risks related to our Business—We May Be Exposed to the Threat of Cyber Attacks and/or Data Breaches, which Could Cause Business Disruptions and Loss.” 31 Governance Management, under the supervision of our Chief Financial Officer (CFO), is directly responsible for assessing and managing cybersecurity risks and otherwise implementing our cybersecurity program.
Biggest changeFor more information on our cybersecurity risks and their potential impact to our business, see Item 1A, “Risk Factors—Risks related to our Business—We May Be Exposed to the Threat of Cyber Attacks and/or Data Breaches, which Could Cause Business Disruptions and Loss.” 33 Governance Management, under the supervision of our President and Chief Financial Officer (CFO), is directly responsible for assessing and managing cybersecurity risks and otherwise implementing our cybersecurity program.
We regularly engage third-party auditors and consultants and leverage our internal information security, audit, and compliance functions to assess various facets of our cybersecurity program. We also maintain enterprise-wide processes to oversee and identify risks from cybersecurity threats associated with our use of third-party service providers. We assess cybersecurity contingencies within our overall business continuity risk management planning process.
We regularly engage third-party auditors and consultants and leverage our internal information security, audit, and compliance functions to assess various facets of our 32 cybersecurity program. We also maintain enterprise-wide processes to oversee and identify risks from cybersecurity threats associated with our use of third-party service providers. We assess cybersecurity contingencies within our overall business continuity risk management planning process.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES 32 PART II 32 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 32 ITEM 6. SELECTED FINANCIAL DATA 35 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 49 ITEM 8.
Biggest changeITEM 4. MINE SAFETY DISCLOSURES 34 PART II 34 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 34 ITEM 6. SELECTED FINANCIAL DATA 38 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 40 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 52 ITEM 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHA REHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information of Common Stock Our common shares are traded on The Nasdaq Capital Market under the symbol “OSW.” As of February 20, 2025, there were 16 registered holders of our common shares. 32 Dividend Policy Our Board declared the following quarterly dividends in 2024: (1) $0.04 per common share declared on July 23, 2024 and paid on September 4, 2024 to shareholders of record as of the close of business on August 21, 2024; and (2) $0.04 per common share declared on October 24, 2024 and paid on December 4, 2024 to shareholders of record as of the close of business on November 20, 2024.
Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHA REHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information of Common Stock Our common shares are traded on The Nasdaq Capital Market under the symbol “OSW.” As of February 19, 2026, there were 11 registered holders of our common shares. 34 Dividend Policy Our Board declared the following quarterly dividends in 2025: • On February 12, 2025, our Board of Directors declared a quarterly dividend of $0.04 per share of common stock, which we paid in cash on March 26, 2025, to shareholders of record at the close of business on March 12, 2025. • On April 23, 2025, our Board of Directors approved a quarterly dividend payment of $0.04 per share of common stock, which we paid in cash on June 4, 2025 to shareholders of record at the close of business on May 21, 2025. • On July 23, 2025, our Board of Directors approved a quarterly dividend payment of $0.04 per share of common stock, which we paid in cash on September 3, 2025 to shareholders of record at the close of business on August 20, 2025. • On October 22, 2025, our Board of Directors approved a quarterly dividend payment of $0.05 per share of common stock, which we paid in cash on December 3, 2025 to shareholders of record at the close of business on November 19, 2025.
The graph assumes that $100.00 was invested on December 31, 2019 in our common shares and in each of the comparative indices. The share price performance on the following graph is not necessarily indicative of future share price performance.
The graph assumes that $100.00 was invested on December 31, 2020 in our common shares and in each of the comparative indices. The share price performance on the following graph is not necessarily indicative of future share price performance.
Stock Performance Graph The following graph compares the change in the cumulative total shareholder return on our common shares against the cumulative total return (assuming reinvestment of dividends) of the Nasdaq Composite® (United States and Foreign) Index, and the Dow Jones U.S. Travel and Leisure Index for the period beginning December 31, 2019 and ending December 31, 2024.
Stock Performance Graph The following graph compares the change in the cumulative total shareholder return on our common shares against the cumulative total return (assuming reinvestment of dividends) of the Nasdaq Composite® (United States and Foreign) Index, and the Dow Jones U.S. Travel and Leisure Index for the period beginning December 31, 2020 and ending December 31, 2025.
COMPARISON OF CUMULATIVE TOTAL RETURN Among OneSpaWorld Holdings Limited, the Nasdaq Composite Index, and the Dow Jones US Travel & Leisure Index 33 Dates OneSpaWorld Holdings Limited Nasdaq Composite Dow Jones Dec-31-2019 $ 100.00 $ 100.00 $ 100.00 Mar-31-2020 $ 24.11 $ 85.82 $ 60.53 Jun-30-2020 $ 28.33 $ 112.11 $ 69.30 Sep-30-2020 $ 38.60 $ 124.46 $ 77.31 Dec-31-2020 $ 60.21 $ 143.64 $ 93.22 Mar-31-2021 $ 63.24 $ 147.64 $ 101.19 Jun-30-2021 $ 57.54 $ 161.65 $ 100.74 Sep-30-2021 $ 59.20 $ 161.03 $ 100.69 Dec-31-2021 $ 59.50 $ 174.36 $ 101.84 Mar-30-2022 $ 60.75 $ 160.96 $ 95.82 Jun-30-2022 $ 42.58 $ 122.92 $ 77.64 Sep-30-2022 $ 49.88 $ 117.87 $ 77.35 Dec-30-2022 $ 55.40 $ 116.65 $ 86.31 Mar-31-2023 $ 71.20 $ 136.21 $ 99.20 Jun-30-2023 $ 71.85 $ 153.67 $ 105.06 Sep-29-2023 $ 66.63 $ 147.33 $ 97.04 Dec-29-2023 $ 83.73 $ 167.30 $ 105.76 Mar-28-2024 $ 78.56 $ 182.55 $ 111.50 Jun-28-2024 $ 91.27 $ 197.63 $ 108.71 Sep-30-2024 $ 98.04 $ 202.72 $ 120.97 Dec-31-2024 $ 118.17 $ 215.22 $ 127.33 34
The graph is not deemed filed with the SEC and shall not be deemed incorporated by reference into any of our prior or future filings made with the SEC. 35 36 Dates OneSpaWorld Holdings Limited (NasdaqCM:OSW) - Share Pricing Nasdaq Composite Index (*COMP) - Index Value Dow Jones Travel & Leisure Titans 30 (Total Return) Index (*DJTCGST) - Index Value Dec-31-2020 $ 100.00 $ 100.00 $ 100.00 Mar-31-2021 $ 105.03 $ 102.78 $ 108.55 Jun-30-2021 $ 95.56 $ 112.54 $ 108.06 Sep-30-2021 $ 98.32 $ 112.11 $ 108.01 Dec-31-2021 $ 98.82 $ 121.39 $ 109.24 Mar-31-2022 $ 100.59 $ 110.34 $ 102.54 Jun-30-2022 $ 70.71 $ 85.57 $ 83.28 Sep-30-2022 $ 82.84 $ 82.06 $ 82.98 Dec-30-2022 $ 92.01 $ 81.21 $ 92.59 Mar-30-2023 $ 117.06 $ 93.21 $ 104.84 Jun-30-2023 $ 119.33 $ 106.98 $ 112.70 Sep-29-2023 $ 110.65 $ 102.57 $ 104.09 Dec-29-2023 $ 139.05 $ 116.47 $ 113.45 Mar-28-2024 $ 130.47 $ 127.09 $ 119.60 Jun-28-2024 $ 151.58 $ 137.59 $ 116.62 Sep-30-2024 $ 162.82 $ 141.13 $ 129.77 Dec-31-2024 $ 196.25 $ 149.83 $ 136.59 Mar-31-2025 $ 165.58 $ 134.22 $ 131.15 Jun-30-2025 $ 201.08 $ 158.05 $ 142.49 Sep-30-2025 $ 208.48 $ 175.82 $ 140.84 Dec-31-2025 $ 204.54 $ 180.33 $ 139.36 37
Removed
Repurchases and Sales of Unregistered Securities Issuer Purchases of Equity Securities There were no repurchases of equity securities during the quarter ended December 31, 2024. Unregistered Sales of Equity Securities There were no sales of unregistered equity securities during the quarter ended December 31, 2024.
Added
Repurchases and Sales of Unregistered Securities Issuer Purchases of Equity Securities The following table presents information with respect to common stock repurchased by OneSpaWorld during the quarter ended December 31, 2025: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under The Plans or Programs (in millions) October 1, 2025 - October 31, 2025 721,663 $ 20.82 721,663 $ 42.4 November 1, 2025 - November 30, 2025 105,052 $ 19.83 105,052 $ 40.3 December 1, 2025 - December 31, 2025 141,632 $ 19.90 141,632 $ 39.6 Total 968,347 968,347 (1) On April 23, 2025, the Board of Directors approved a new share repurchase program to repurchase up to $75.0 million of its common stock (the “2025 Share Repurchase Program”) The 2025 Share Repurchase Program has no expiration date and may be modified, suspended or terminated at any time.
Removed
The graph is not deemed filed with the SEC and shall not be deemed incorporated by reference into any of our prior or future filings made with the SEC.
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Refer to Note 9 - Equity in the “Notes to Consolidated Financial Statements” included in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for additional information. Unregistered Sales of Equity Securities There were no sales of unregistered equity securities during the quarter ended December 31, 2025.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

4 edited+1 added−0 removed4 unchanged
Biggest changeYear Ended December 31, 2024 2023 2022 (In thousands) REVENUES Service revenues $ 723,273 $ 648,091 $ 446,518 Product revenues 171,746 $ 145,954 $ 99,741 Total revenues 895,019 794,045 546,259 COST OF REVENUES AND OPERATING EXPENSES Cost of services 599,756 541,356 375,136 Cost of products 145,799 125,649 87,555 Administrative 18,827 17,111 15,777 Salary, benefits and payroll taxes 35,630 36,805 35,830 Amortization of intangible assets 16,571 16,823 16,823 Long-lived assets impairment 376 2,129 — Total cost of revenues and operating expenses 816,959 739,873 531,121 Income from operations 78,060 54,172 15,138 OTHER (EXPENSE) INCOME, NET Interest expense (10,048 ) (21,395 ) (15,755 ) Interest income 1,167 280 — Change in fair value of warrant liabilities 7,677 (37,557 ) 54,400 Total other (expense) income, net (1,204 ) (58,672 ) 38,645 Income (loss) before income tax expense (benefit) 76,856 (4,500 ) 53,783 INCOME TAX EXPENSE (BENEFIT) 3,992 (1,526 ) 624 NET INCOME (LOSS) $ 72,864 $ (2,974 ) $ 53,159 Adjusted EBITDA (1) $ 112,076 $ 89,192 $ 50,384 December 31, 2024 2023 2022 Balance Sheet Data (In thousands): Working Capital (2) $ 23,463 $ 16,961 $ 15,068 Total Assets 746,423 706,140 717,435 Total Liabilities 191,926 272,071 351,626 Total Shareholders' Equity 554,497 434,069 365,809 (1) We define Adjusted EBITDA as Net Income (loss) plus income tax expense (benefit), interest income, interest expense, depreciation and amortization, long-lived assets impairment, stock-based compensation, change in fair value of warrant liabilities and business combination costs.
Biggest changeYear Ended December 31, 2025 2024 2023 (In thousands) REVENUES Service revenues $ 777,262 $ 723,273 $ 648,091 Product revenues 183,739 $ 171,746 $ 145,954 Total revenues 961,001 895,019 794,045 COST OF REVENUES AND OPERATING EXPENSES Cost of services 645,360 599,756 541,356 Cost of products 156,493 145,799 125,649 Administrative 18,063 18,827 17,111 Salary, benefits and payroll taxes 37,092 35,630 36,805 Amortization of intangible assets 16,508 16,571 16,823 Restructuring expenses 2,703 — — Long-lived assets impairment 3,145 376 2,129 Total cost of revenues and operating expenses 879,364 816,959 739,873 Income from operations 81,637 78,060 54,172 OTHER (EXPENSE) INCOME, NET Interest expense (5,665 ) (10,048 ) (21,395 ) Interest income 488 1,167 280 Change in fair value of warrant liabilities — 7,677 (37,557 ) Other expense (348 ) — — Total other expense, net (5,525 ) (1,204 ) (58,672 ) Income (loss) before income tax expense (benefit) 76,112 76,856 (4,500 ) INCOME TAX EXPENSE (BENEFIT) 4,494 3,992 (1,526 ) NET INCOME (LOSS) $ 71,618 $ 72,864 $ (2,974 ) Adjusted EBITDA (1) $ 123,251 $ 112,076 $ 89,192 December 31, 2025 2024 2023 Balance Sheet Data (In thousands): Working Capital (2) $ 48,217 $ 23,463 $ 16,961 Total Assets 707,095 746,423 706,140 Total Liabilities 164,518 191,926 272,071 Total Shareholders' Equity 542,577 554,497 434,069 (1) We define Adjusted EBITDA as Net Income (loss) plus income tax expense (benefit), interest income, interest expense, depreciation and amortization, long-lived assets impairment, stock-based compensation, restructuring expenses, inventory write-off, change in fair value of warrant liabilities, other expense and business combination costs.
In the future, we may incur expenses similar to those for which adjustments are made in calculating Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as a basis to infer that our future results will be unaffected by extraordinary, unusual or non-recurring items. 36
In the future, we may incur expenses similar to those for which adjustments are made in calculating Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as a basis to infer that our future results will be unaffected by extraordinary, unusual or non-recurring items. 39
Adjusted EBITDA has limitations as profitability measures in that it does not include total amounts for interest expense on our debt, change in fair value of warrant liabilities and provision for income taxes, and the effect of our expenditures for capital assets and certain intangible assets.
Adjusted EBITDA has limitations as profitability measures in that it does not include total amounts for interest expense on our debt, change in fair value of warrant liabilities, restructuring expenses, provision for income taxes and the effect of our expenditures for capital assets and certain intangible assets.
(2) Working capital calculated as current assets less current liabilities, less cash and cash equivalents and restricted cash. 35 The following table reconciles Net Income (Loss) to Adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, (In thousands) 2024 2023 2022 Net Income (loss) $ 72,864 $ (2,974 ) $ 53,159 Income tax expense (benefit) 3,992 (1,526 ) 624 Interest income (1,167 ) (280 ) — Interest expense 10,048 21,395 15,755 Depreciation and amortization 24,276 22,040 22,353 Long-lived assets impairment 376 2,129 — Stock-based compensation 9,071 10,138 12,893 Change in fair value of warrant liabilities (7,677 ) 37,557 (54,400 ) Business combination costs (a) 293 713 — Adjusted EBITDA $ 112,076 $ 89,192 $ 50,384 (a) Business combination costs refers to legal and advisory fees incurred by OneSpaWorld in connection with the secondary offering and warrant conversion.
(2) Working capital calculated as current assets less current liabilities, less cash and cash equivalents and restricted cash. 38 The following table reconciles Net Income (Loss) to Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, (In thousands) 2025 2024 2023 Net Income (loss) $ 71,618 $ 72,864 $ (2,974 ) Income tax expense (benefit) 4,494 3,992 (1,526 ) Interest income (488 ) (1,167 ) (280 ) Interest expense 5,665 10,048 21,395 Depreciation and amortization 25,332 24,276 22,040 Long-lived assets impairment 3,145 376 2,129 Stock-based compensation 10,086 9,071 10,138 Restructuring expenses (a) 2,703 — — Inventory write-off (b) 348 — — Change in fair value of warrant liabilities — (7,677 ) 37,557 Other expense 348 - — Business combination costs (c) — 293 713 Adjusted EBITDA $ 123,251 $ 112,076 $ 89,192 (a) See note 7- "Restructuring and asset impairment", to the consolidated financial statements.
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(b) Inventory write-off represents addbacks related to the exit from certain of our land-based health and wellness center operations in Asia. These expenses were recorded in Cost of products. (c) Business combination costs refers to legal and advisory fees incurred by OneSpaWorld in connection with the secondary offering and warrant conversion.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

64 edited+28 added−22 removed61 unchanged
Biggest changeYear Ended December 31, (in thousands) 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 72,864 $ (2,974 ) $ 53,159 Depreciation and amortization 24,276 22,040 22,353 Long-lived assets impairment 376 2,129 — Stock-based compensation 9,071 10,138 12,893 Amortization of deferred financing costs 782 1,463 1,103 Income tax benefit from change in reserve of uncertain tax positions — (3,440 ) — Losses on early extinguishment of debt 735 — — Change in fair value of warrant liabilities (7,677 ) 37,557 (54,400 ) Provision for doubtful accounts 18 59 18 Loss from write-offs of property and equipment 119 14 10 Deferred income taxes 1,137 (2,092 ) (181 ) Change in working capital (22,903 ) (1,518 ) (10,192 ) Net cash provided by operating activities 78,798 63,376 24,763 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (6,743 ) (5,415 ) (4,825 ) Net cash used in investing activities (6,743 ) (5,415 ) (4,825 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of warrants 51,698 2,426 59 Repurchase of common shares (18,988 ) (9,042 ) — Proceeds from term loan facility 100,000 — — Repayment on first and second lien term loan facilities (159,639 ) (56,042 ) (18,776 ) Payment of deleveraging fee on first lien term loan facilities (5,420 ) — — Dividends (8,331 ) — — Payment of deferred financing costs (1,528 ) — — Net cash used in financing activities (42,208 ) (62,658 ) (18,717 ) Effect of exchange rate changes on cash (112 ) 337 (792 ) Net increase(decrease) in cash and cash equivalents and restricted cash 29,735 (4,360 ) 429 Cash and cash equivalents and restricted cash, Beginning of period 28,902 33,262 32,833 Cash and cash equivalents and restricted cash, End of period $ 58,637 $ 28,902 $ 33,262 Comparison of Results for the Years Ended December 31, 2024 and 2023 Operating activities .
Biggest changeYear Ended December 31, (in thousands) 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 71,618 $ 72,864 $ (2,974 ) Depreciation and amortization 25,332 24,276 22,040 Long-lived assets impairment 3,145 376 2,129 Loss on divestitures and liquidations, net 364 — — Stock-based compensation 10,086 9,071 10,138 Amortization of deferred financing costs 419 782 1,463 Income tax benefit from change in reserve of uncertain tax positions — — (3,440 ) Losses on early extinguishment of debt — 735 — Change in fair value of warrant liabilities — (7,677 ) 37,557 Provision for doubtful accounts 18 18 59 Loss from write-offs of property and equipment — 119 14 Noncash lease expense 329 — 48 Deferred income taxes 907 1,137 (2,092 ) Change in working capital (28,699 ) (22,903 ) (1,566 ) Net cash provided by operating activities 83,519 78,798 63,376 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (15,073 ) (6,743 ) (5,415 ) Cash disposed of in connection with divestiture (1,643 ) — — Net cash used in investing activities (16,716 ) (6,743 ) (5,415 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of warrants — 51,698 2,426 Repurchase of common shares (75,441 ) (18,988 ) (9,042 ) Proceeds from term loan facility — 100,000 — Repayment on first and second lien term loan facilities (15,000 ) (159,639 ) (56,042 ) Payment of deleveraging fee on first lien term loan facilities — (5,420 ) — Dividends (17,465 ) (8,331 ) — Payment of deferred financing costs (9 ) (1,528 ) — Net cash used in financing activities (107,915 ) (42,208 ) (62,658 ) Effect of exchange rate changes on cash (21 ) (112 ) 337 Net increase(decrease) in cash and cash equivalents and restricted cash (41,133 ) 29,735 (4,360 ) Cash and cash equivalents and restricted cash, Beginning of period 58,637 28,902 33,262 Cash and cash equivalents and restricted cash, End of period $ 17,504 $ 58,637 $ 28,902 48 Comparison of Results for the Years Ended December 31, 2025 and 2024 Operating activities .
Factors we consider when making this determination include assessing historical trends and the overall effect of current trends in and future expectations of the industry and the general economy and regional performance, and other asset-specific information; 48 • Determine the projected undiscounted future cash flows when indicators of impairment are present to determine whether an asset group is recoverable by comparing the expected undiscounted future cash flows to the net carrying value of that asset group.
Factors we consider when making this determination include assessing historical trends and the overall effect of current trends in and future expectations of the industry and the general economy and regional performance, and other asset-specific information; • Determine the projected undiscounted future cash flows when indicators of impairment are present to determine whether an asset group is recoverable by comparing the expected undiscounted future cash flows to the net carrying value of that asset group.
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.
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.
The cash outflows from working capital for the year ended December 31, 2024, were primarily driven by: • a $22.1 million increase in Other non-current assets reflecting capitalized contract costs incurred to enter into new or to renew long-term contracts partially offset by an increase in other long-term liabilities of $7.3 million which relate to fees accrued to cruise line partners; 46 • a $5.5 million increase in Accounts receivable, net primarily reflecting the growth in Revenues; and • a $2.0 million decrease in Accounts payable primarily related to the timing of vendor payments; The cash outflows from working capital for the year ended December 31, 2023 were primarily driven by: • a $7.3 million increase in Accounts receivable, net reflecting the growth in Revenues; and • a $7.7 million increase in Inventories, net as a result of increased purchases reflecting the growth in Revenues and anticipation of increased shipments in the first quarter of 2024, offset by a $13.6 million increase in Accounts payable and Accrued expenses driven by inventory purchases and timing of vendor payments.
The cash outflows from working capital for the year ended December 31, 2024, were primarily driven by: • a $22.1 million increase in Other non-current assets reflecting capitalized contract costs incurred to enter into new or to renew long-term contracts partially offset by an increase in other long-term liabilities of $7.3 million which relate to fees accrued to cruise line partners; • a $5.5 million increase in Accounts receivable, net primarily reflecting the growth in Revenues; and • a $2.0 million decrease in Accounts payable primarily related to the timing of vendor payments; 49 The cash outflows from working capital for the year ended December 31, 2023 were primarily driven by: • a $7.3 million increase in Accounts receivable, net reflecting the growth in Revenues; and • a $7.7 million increase in Inventories, net as a result of increased purchases reflecting the growth in Revenues and anticipation of increased shipments in the first quarter of 2024, offset by a $13.6 million increase in Accounts payable and Accrued expenses driven by inventory purchases and timing of vendor payments.
The negative impact of hurricanes in the Northern Hemisphere is highest during peak season, from August through October. • Other risks and uncertainties. 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 ”.
The negative impact of hurricanes in the Northern Hemisphere is highest during peak season, from August through October. 43 • Other risks and uncertainties. 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 ”.
The increase was primarily attributable to costs associated with increased Service revenues of $723.3 million for the year ended December 31, 2024, compared with Service revenues of $648.1 million for the year ended December 31, 2023. Cost of products. Cost of products were $145.8 million compared to $125.6 million for the year ended December 31, 2023.
The increase was primarily attributable to costs associated with increased Service revenues of $723.3 million for the year ended December 31, 2024, compared with Service revenues of $648.1 million for the year ended December 31, 2023. 46 Cost of products. Cost of products were $145.8 million compared to $125.6 million for the year ended December 31, 2023.
An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. As part of the process, we exercise judgment to: • Determine if there are indicators of impairment present.
An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. As part of the process, we exercise judgment to: 51 • Determine if there are indicators of impairment present.
The increase was primarily attributable to costs associated with increased Product revenues of $171.7 million for the year ended December 31, 2024, compared to Product revenues of $146.0 million for the year ended December 31, 2023. 41 Administrative.
The increase was primarily attributable to costs associated with increased Product revenues of $171.7 million for the year ended December 31, 2024, compared to Product revenues of $146.0 million for the year ended December 31, 2023. Administrative.
No inventory reserve was recorded during the years ended December 31, 2024, 2023 and 2022. Indefinite-Lived Intangible Assets. Trade name represents our identifiable intangible asset not subject to amortization and is assessed for impairment annually each October or, more frequently, when events or circumstances dictate an interim test is necessary.
No inventory reserve was recorded during the years ended December 31, 2025, 2024 and 2023. Indefinite-Lived Intangible Assets. Trade name represents our identifiable intangible asset not subject to amortization and is assessed for impairment annually each October or, more frequently, when events or circumstances dictate an interim test is necessary.
The information for the years ended December 31, 2024, 2023 and 2022 is derived from OneSpaWorld’s audited Consolidated Financial Statements and the notes thereto included elsewhere in this report. Any reference to “OneSpaWorld” refers to OneSpaWorld Holdings Limited and our consolidated subsidiaries on a forward-looking basis.
The information for the years ended December 31, 2025, 2024 and 2023 is derived from OneSpaWorld’s audited Consolidated Financial Statements and the notes thereto included elsewhere in this report. Any reference to “OneSpaWorld” refers to OneSpaWorld Holdings Limited and our consolidated subsidiaries on a forward-looking basis.
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 lines 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 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).
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 beauty and health and wellness services or held for resale for sale to customers.
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 resale for sale to customers.
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.
Revenue generated per shipboard health and wellness center is influenced by cruise itinerary, including length of cruise, number of sea days versus port days, which impacts center utilization, and the geographic sailing region, which may impact ship category and offerings of services and products to align with guest socioeconomic mix and preferences. • Collaboration with cruise line partners, including targeted marketing and promotion initiatives, and implementation of proprietary technologies to increase our health and wellness center utilization via pre-booking and pre-payment of health and wellness services.
As our cruise line partners continue to invest in new 39 ships with enhanced health and wellness centers that allow for more advanced treatment rooms and larger staff sizes, we are able to increase the availability of these services, driving an overall shift towards a more profitable service mix. • Expansion of value-added services and products and increased pricing across modalities in existing health and wellness centers.
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.
The negative impact of hurricanes in the Northern Hemisphere is highest during peak season, from August through October. 47 Critical Accounting Policies Our Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).
The negative impact of hurricanes in the Northern Hemisphere is highest during peak season, from August through October. 50 Critical Accounting Policies Our Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).
Salary, 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.
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, 401(k) and other employee costs. Amortization of intangible assets.
Interest expense, net for the year ended December 31, 2024, was $8.9 million, a decrease of $12.2 million, or 58%, compared to $21.1 million for the year ended December 31, 2023. The decrease in Interest expense, net was primarily from lower debt balances and a one-time $5.4 million deleveraging fee incurred during the fourth quarter on 2023.
Interest expense, net for the year ended December 31, 2024, was $8.9 million, a decrease of $12.2 million, or 58%, compared to $21.1 million for the year ended December 31, 2023. The decrease in Interest expense, net was pri marily from lower debt balances and a one-time $5.4 million deleveraging fee incurred during the fourth quarter on 2023.
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. Salary, benefits and payroll taxes.
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.
The Company has no outstanding warrants as of December 31, 2024; accordingly, there will be no impact on the Consolidated Statement of Operations in future periods. Income tax expense (benefit).
T he Company has no outstanding warrants as of December 31, 2024; accordingly, there will be no impact on the Consolidated Statement of Operations in future periods. Income tax expense (benefit).
Recently Issued Accounting Pronouncements Refer to Note 2 to the Consolidated Financial Statements in this report for a discussion of recent accounting pronouncements. Inflation and Economic Conditions We do not believe that inflation has had a material adverse effect on our revenues or results of operations.
Recently Issued Accounting Pronouncements Refer to Note 2 to the Consolidated Financial Statements in this report for a discussion of recent accounting pronouncements. Inflation and Economic Conditions We do not believe that inflation has had a material adverse effect on our business, results of operations or financial condition.
Amortization of intangible assets for the year ended December 31, 2024 and 2023 were $16.6 million and $16.8 million, respectively. Long-lived assets impairment. Long-lived assets impairment charges for the year ended December 31, 2024 were $0.4 million compared to $2.1 million for the year ended December 31, 2023.
Amortization of intangible assets for the year ended December 31, 2025 and 2024 were $16.5 million and $16.6 million, respectively. Long-lived assets impairment. Long-lived assets impairment charges for the year ended December 31, 2024 were $0.4 million compared to $2.1 million for the year ended December 31, 2023.
Total revenues increased 13% to $895.0 million compared to $794.0 million for the year ended December 31, 2023.
Total revenues increased 13% to $895.0 million compared to $794.0 million for the year ended December 31, 2024.
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, fitness, beauty and wellness services and products onboard cruise ships and at destination resorts globally. We are the market leader at more than 18x the size of our closest maritime competitor.
W e 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. We are the market leader at more than 17x the size of our closest maritime competitor.
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 .
Revenue per ship can be affected by the various sizes of health and wellness centers and categories of ships on which we serve. • Average Weekly Revenue Per Ship . A key indicator of productivity per ship.
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. • Average Weekly Revenue Per Ship .
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 .
Comparison of Results for the Years Ended December 31, 2023 and 2022 Operating activities . Our net cash provided by operating activities for year ended December 31, 2023 and 2022 were $63.4 million and $24.8 million, respectively.
Comparison of Results for the Years Ended December 31, 2024 and 2023 Operating activities . Our net cash provided by operating activities for the year ended December 31, 2024 and 2023 were $78.8 million and $63.4 million, respectively.
The effect of each of these factors on our revenues and financial performance varies from period to period. 40 Results of Operations Comparison of Results for the Years Ended December 31, 2024 and 2023 Year Ended December 31, ($ in thousands) 2024 % of Total Revenue 2023 % of Total Revenue REVENUES Service revenues $ 723,273 80.8 % $ 648,091 81.6 % Product revenues 171,746 19.2 % 145,954 18.4 % Total revenues 895,019 100.0 % 794,045 100.0 % COST OF REVENUES AND OPERATING EXPENSES Cost of services 599,756 67.0 % 541,356 68.2 % Cost of products 145,799 16.3 % 125,649 15.8 % Administrative 18,827 2.1 % 17,111 2.2 % Salary, benefits and payroll taxes 35,630 4.0 % 36,805 4.6 % Amortization of intangible assets 16,571 1.9 % 16,823 2.1 % Long-lived assets impairment 376 0.0 % 2,129 0.3 % Total cost of revenues and operating expenses 816,959 91.3 % 739,873 93.2 % Income from operations 78,060 8.7 % 54,172 6.8 % OTHER (EXPENSE) INCOME, NET Interest expense (10,048 ) -1.1 % (21,395 ) -2.7 % Interest income 1,167 0.1 % 280 0.0 % Change in fair value of warrant liabilities 7,677 0.9 % (37,557 ) -4.7 % Total other expense, net (1,204 ) -0.1 % (58,672 ) -7.4 % Income (loss) before income tax expense (benefit) 76,856 8.6 % (4,500 ) -0.6 % INCOME TAX EXPENSE (BENEFIT) 3,992 0.4 % (1,526 ) -0.2 % NET INCOME (LOSS) $ 72,864 8.1 % $ (2,974 ) -0.4 % Revenues.
Comparison of Results for the Years Ended December 31, 2024 and 2023 Year Ended December 31, ($ in thousands, except per share data) 2024 % of Total Revenue 2023 % of Total Revenue REVENUES Service revenues $ 723,273 80.8 % $ 648,091 81.6 % Product revenues 171,746 19.2 % 145,954 18.4 % Total revenues 895,019 100.0 % 794,045 100.0 % COST OF REVENUES AND OPERATING EXPENSES Cost of services 599,756 67.0 % 541,356 68.2 % Cost of products 145,799 16.3 % 125,649 15.8 % Administrative 18,827 2.1 % 17,111 2.2 % Salary, benefits and payroll taxes 35,630 4.0 % 36,805 4.6 % Amortization of intangible assets 16,571 1.9 % 16,823 2.1 % Long-lived assets impairment 376 0.0 % 2,129 0.3 % Total cost of revenues and operating expenses 816,959 91.3 % 739,873 93.2 % Income from operations 78,060 8.7 % 54,172 6.8 % OTHER (EXPENSE) INCOME, NET Interest expense (10,048 ) -1.1 % (21,395 ) -2.7 % Interest income 1,167 0.1 % 280 0.0 % Change in fair value of warrant liabilities 7,677 0.9 % (37,557 ) -4.7 % Total other expense, net (1,204 ) -0.1 % (58,672 ) -7.4 % Income before income tax expense 76,856 8.6 % (4,500 ) -0.6 % INCOME TAX EXPENSE (BENEFIT) 3,992 0.4 % (1,526 ) -0.2 % NET INCOME (LOSS) $ 72,864 8.1 % $ (2,974 ) -0.4 % NET INCOME (LOSS) PER VOTING AND NON-VOTING SHARE DILUTED $ 0.69 — $ (0.03 ) — Revenues.
Cost of services consists primarily of an allocable portion of payments to cruise lines (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, costs related to recruitment and training of shipboard employees, wages paid directly to destination resort employees, payments to destination resort venue owners, the allocable cost of products consumed in the rendering of a service, and health and wellness center depreciation.
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.
Historically, we have been able to renew substantially all of our existing cruise line partner agreements and gain new agreements to operate health and wellness centers for new cruise line partners. 37 Key Performance Indicators In assessing the performance of our business, we consider several key performance indicators used by management.
Historically, we have been able to renew substantially all of our existing cruise line partner agreements and gain new agreements to operate health and wellness centers for new cruise line partners. 40 Key Performance Indicators In assessing the performance of our business, we consider several key performance indicators used by management. These key indicators include: • Average Ship Count .
These key indicators include: • 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 Ship Count . The number of ships, on average during the period, on which we operate health and wellness centers.
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 Ship Count . A key indicator of productivity per ship.
The number of destination resorts in which we operate during each period is primarily attributable to renewal of existing agreements with destination resort partners and destination resorts prevented from operating due to outbreaks of illnesses, among other factors. • The size and offerings of new health and wellness centers.
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 continue to introduce and expand our higher value added and price point offerings in existing health and wellness centers, including introducing premium medi-spa, acupuncture, and advanced facial services, resulting in higher guest demand and spending.
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 have increased pricing across our brands for our core services. • The mix of ship count across contemporary, premium, luxury and budget categories.
In addition, we have increased effecting pricing selectively across our services and products. • The mix of ship count across contemporary, premium, luxury and budget categories.
We have consistently expanded our onboard offerings with innovative and leading-edge service and product introductions, and developed powerful recruiting, training and logistics platforms to manage our operational complexity, maintain our industry-leading quality standards, and maximize revenue and profitability per health and wellness center.
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 number of cruise ships on which we operate during each period is primarily impacted by our renewal of existing cruise ship partner agreements, introductions of new ships to service under our existing agreements, agreements with new cruise line partners, ships temporarily out of service for maintenance and repair, and ships prevented from sailing due to outbreaks of illnesses, among other factors.
The number of 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 impairment assessment for trade name allows us to first assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative trade name impairment test. We would perform the quantitative test if our qualitative assessment determined it was more-likely-than-not that the trade name is impaired.
The impairment assessment for trade name allows us to first assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative trade name impairment test. We would perform the quantitative test if our qualitative assessment determined it was more-likely-than-not tha t t he fair value of the trade name is less than its carrying amount.
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 Resort Count. The number of destination resorts on average during the period on which we operate the health and wellness centers.
R evenue days are the days on which the health and wellness centers are open onboard a revenue generating cruise with passengers. • 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 Resort Count.
Cost of services has historically been highly variable; increases and decreases in cost of services are primarily attributable to a corresponding increase or decrease in service revenues. Cost of services has improved as a percentage of revenue due to higher revenues and cost efficiencies. Cost of products.
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 has historically been highly variable, increases and decreases in cost of products are primarily attributable to a corresponding increase or decrease in product revenues and includes impairment of inventories. Cost of products has improved as a percentage of revenue due to higher revenues and cost efficiencies. Administrative.
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.
Net (loss) income consists of income (loss) from operations less other income (expense) and income tax (benefit) 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 .
Revenue Drivers and Business Trends Our revenues and financial performance are impacted by a multitude of factors, including, without limitation: • The number of health and wellness centers we operate on cruise ships and in destination resorts .
The impairment was primarily related to the expected closure in 2024 of our Las Vegas destination resort health and wellness center as a result of the expected demolition of the hotel where the health and wellness center is located. Other (expense) income, net. Other (expense) income, net includes interest expense and changes in the fair value of the warrant liabilities.
The 2024 impairment was related to the closure in 2024 of one of our destination resort health and wellness centers as a result of the hotel operator deciding to no longer offer spa operations. Other expense, net. Other expense, net includes Interest expense, Changes in fair value of the warrant liabilities and Other expense.
The following table sets forth the above key performance indicators for the periods presented: Year Ended December 31, 2024 2023 2022 Period End Ship Count 199 193 179 Average Ship Count 190 180 146 Average Weekly Revenues Per Ship $ 86,213 $ 80,013 $ 66,494 Average Revenues Per Shipboard Staff Per Day $ 572 $ 555 $ 539 Revenue Days 69,365 65,670 53,330 Period End Resort Count 50 51 50 Average Resort Count 52 50 47 Average Weekly Revenues Per Destination Resort $ 13,962 $ 15,242 $ 14,946 Key Financial Definitions Revenues.
Additionally, average weekly revenue can also be negatively impacted by renovations of our destination resort health and wellness centers. 41 The following table sets forth the above key performance indicators for the periods presented: Year Ended December 31, 2025 2024 2023 Period End Ship Count 206 199 193 Average Ship Count 196 190 180 Average Weekly Revenues Per Ship $ 90,608 $ 86,213 $ 80,013 Average Revenues Per Shipboard Staff Per Day $ 593 $ 572 $ 555 Revenue Days 71,459 69,365 65,670 Period End Resort Count 48 50 51 Average Resort Count 49 52 50 Average Weekly Revenues Per Destination Resort $ 12,738 $ 13,962 $ 15,242 Key Financial Definitions Revenues.
Service revenues consist primarily of sales of health and wellness services, including a full range of massage treatments, facial treatments, nutritional/weight management consultations, teeth whitening, mindfulness services 38 and medi-spa services to cruise ship passengers and destination resort guests.
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.
Product revenues for the year ended December 31, 2023 were $146.0 million, an increase of $46.2 million, or 46%, compared to $99.7 million for the year ended December 31, 2022. Cost of services. Cost of services were $541.4 million compared to $375.1 million for the year ended December 31, 2022.
Product revenues for the year ended December 31, 2025 were $183.7 million, an increase of $12.0 million, or 7%, compared to $171.7 million for the year ended December 31, 2024. Cost of services. Cost of services were $645.4 million compared to $599.8 million in the year ended December 31, 2024.
We have concluded that we will have sufficient liquidity to satisfy our existing and planned capital requirements over the next twelve months and thereafter and comply with all debt covenants as required by our debt agreements. 45 Cash Flows The following table shows summary cash flow information for the years ended December 31, 2024, 2023 and 2022.
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.
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.
Accordingly, periods of adverse economic conditions could have a material adverse effect on the cruise industry and hospitality industry upon which we are dependent and could have a material adverse effect on our business, results of operations and financial condition .
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. R evenue days are the days on which the health and wellness centers are open onboard a revenue generating cruise with passengers. • Period End Resort Count .
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.
Other income (expense), net. Other income (expense) consists of royalty income, interest income and interest expense. Income tax (benefit) expense. Income tax (benefit) expense includes current and deferred federal income tax expenses, as well as state and local income taxes. See “ —Critical Accounting Policies—Income Taxes ” included elsewhere in this Annual Report on Form 10-K. Net (loss) income.
Income tax expense (benefit) includes current and deferred federal income tax expenses, as well as state and local income taxes. Net income (loss). Net income (loss) consists of income (loss) from operations less other income (expense) and income tax expense (benefit).
Interest expense, net for the year ended December 31, 2023 was $21.1 million, an increase of $5.4 million, or 34%, compared to $15.8 million for the year ended December 31, 2022.
Income tax expense for the year ended December 31, 2025 was an expense of $4.5 million, an increase of $0.5 million, or 13%, compared to an expense of $4.0 million for the year ended D ecember 31, 2024.
The change in fair value of the outstanding warrants during the year ended December 31, 2023 was a loss of ($37.6) million compared to a gain of $54.4 million during the year ended December 31, 2022.
Since the year ended December 31, 2024, we have repaid a total of $15.0 million in debt instruments. The change in fair value of the outstanding warrants during the year ended December 31, 2025 was zero compared to a gain of $7.7 million during the year ended December 31, 2024.
Salary, benefits and payroll taxes for the year ended December 31, 2023 were $36.8 million, an increase of $1.0 million, or 3%, compared to $35.8 million for the year ended December 31, 2022. The increase was primarily attributable to measured increases in corporate headcount for the year ended December 31, 2023. Amortization of intangible assets.
Salary, benefits and payroll taxes. Salary, benefits and payroll taxes for the year ended December 31, 2025 were $37.1 million, an increase of $1.5 million, or 4%, compared to $35.6 million for the year ended December 31, 2024.
Our net cash provided by operating activities for the year ended December 31, 2024 and 2023 were $78.8 million and $63.4 million, respectively.
Our net cash provided by operating activities for the year ended December 31, 2025 and 2024 were $83.5 million and $78.8 million, respectively. This increase of $4.7 million was due to a change in working capital of ($5.7) million offset by an increase in Net income, net of non-cash items of $10.4 million.
Administrative expenses for the year ended December 31, 2023 were $17.1 million, an increase of $1.3 million, or 8%, compared to $15.8 million for the year ended December 31, 2022.
Service revenues for the year ended December 31, 2025 were $777.3 million, an increase of $54.0 million, or 7%, compared to $723.3 million for the year ended December 31, 2024. • Product revenues.
As of October 1, 2024, 2023 and 2022, we performed our annual trade name indefinite-lived intangible asset impairment quantitative test and determined there was no incremental impairment. The trade name was valued through application of the relief from royalty method.
As of Octob er 1, 2025, 2024 and 2023, we performed our annual trade name indefinite-lived intangible asset impairment quantitative test and determined there was no incremental impairment. However, subsequent to the 2025 annual test, in connection with the implementation of our strategic plan to exit the Company’s land-based destination resort operations in Asia, we updated the quantitative impairment test.
For the year ended December 31, 2022, the Company repaid $11.8 million on the First Lien Term Loan Facility and $7.0 million on the First Lien Revolving Facility, and received proceeds from the exercise of public warrants of $0.059 million.
For the year ended December 31, 2024, the Company received proceeds from the exercise of public and private warrants of $51.7 million, received proceeds from the Term Loan Facility of $100.0 million, repaid $159.6 million on the First Lien Term Loan Facility, paid a $5.4 million deleveraging fee on the First Lien Term Loan Facility, paid Dividends of $8.3 million, utilized $19.0 million to repurchase 1,351,688 of shares of its common stock, and paid $1.5 million in deferred financing costs.
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) and amortization expenses associated with the business combination in March 2019. Long-lived assets impairment . Long-lived assets impairment is comprised of destination resort agreements-intangible asset, property and equipment charges, and licensing agreement-intangible charges.
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). Restructuring expenses. Restructuring expenses are comprised of expenses related to the reorganization of operations in the United Kingdom and Italy and the exiting of certain resort health and wellness center operations in Asia.
Cost of products were $125.6 million compared to $87.6 million for the year ended December 31, 2022.
The $45.6 million increase was primarily attributable to the $54.0 million increase in Service revenues compared to the year ended December 31, 2024. Cost of products. Cost of products were $156.5 million compared to $145.8 million for the year ended December 31, 2024.
The increase was primarily attributable to costs associated with increased Product revenues of $146.0 million for the year ended December 31, 2023 from our operating health and wellness centers at sea and on land, compared to Product revenues of $99.7 million for the year ended December 31, 2022. Administrative.
The $10.7 million increase was primarily attributable to the $12.0 million increase in Product revenues and $0.3 million of nonrecurring inventory write-off charges in 2025 related to our exit from certain land-based health and wellness center operations in Asia compared to the year ended December 31, 2024. Administrative.
For the year ended December 31, 2023, the Company repaid $41.0 million on the First Lien Term Loan Facility, repaid the final $15.0 million on the Second Lien Term Loan Facility, thus fully extinguishing this facility, utilized $9.0 million in cash to repurchase 789,046 of our common shares, and received proceeds from the exercise of warrants of $2.4 million.
For the year ended December 31, 2025, the Company utilized $75.4 million to repurchase 3,878,873 shares of its common stock, repaid $15.0 million on the Term Loan Facility and paid Dividends of $17.5 million.
Net (loss) income. Net loss for the year ended December 31, 2023 was a loss of ($3.0) million, a change in the income (loss) of $56.1 million, or 1887%, compared to a net income of $53.2 million for the year ended December 31, 2022.
Net income was $71.6 million, or Net income per diluted share of $0.69, as compared to Net income of $72.9 million or Net income per diluted share of $0.69 for the year ended December 31, 2024.
Total revenues increased 45% to $794.0 million compared to $546.3 million for the year ended December 31, 2022.
Long-lived assets impairment charges for the year ended December 31, 2025 were $3.1 million compared to $0.4 million for the year ended December 31, 2024.
Our net cash provided by financing activities for the year ended December 31, 2023 and 2022 were $(62.7) million and $(18.7) million, respectively.
Additionally, we reflected a $1.6 million decrease in cash related to the divestiture of certain non-material subsidiaries. Financing activities . Our Net cash provided by financing activities for the year ended December 31, 2025 and 2024 were $(107.9) million and $(42.2) million, respectively.
Income tax (benefit) expense. Income tax (benefit) expense for the year ended December 31, 2023 were a benefit of ($1.5) million, a decrease of $2.2 million, or 345%, compared to an expense of $0.6 million for the year ended December 31, 2022.
The increase was partially offset by a decrease of approximately $1.0 million in incentive-based compensation expense compared to the prior year. Amortization of intangible assets. Amortization of intangible assets for the year ended December 31, 2025 and 2024 were $16.5 million and $16.6 million, respectively. Restructuring expenses.
The change in fair value of the outstanding warrants during the year ended December 31, 2023 was a loss of ($37.6) million compared to a gain of $54.4 million during the year ended December 31 2022. Liquidity and Capital Resources Overview We fund our operations principally with cash flow from operations.
The $23.9 million change in Income from operations primarily derived from the increase in the number of health and wellness centers onboard ships operating during the year and increased productivity of our Maritime health and wellness centers. 47 Liquidity and Capital Resources Overview We fund our operations principally with cash flow from operations.
Removed
Additionally, average weekly revenue can also be negatively impacted by renovations of our destination resort health and wellness centers.
Added
The number of ships, on average during the period, on which we operate health and wellness centers.
Removed
The $23.9 million change in Income from operations primarily derived from the increase in the number of health and wellness centers onboard ships operating during the year and increased productivity of our Maritime health and wellness centers. 42 Comparison of Results for the Years Ended December 31, 2023 and 2022 Year Ended December 31, ($ in thousands) 2023 % of Total Revenue 2022 % of Total Revenue REVENUES Service revenues $ 648,091 81.6 % $ 446,518 81.7 % Product revenues 145,954 18.4 % 99,741 18.3 % Total revenues 794,045 100.0 % 546,259 100.0 % COST OF REVENUES AND OPERATING EXPENSES Cost of services 541,356 68.2 % 375,136 68.7 % Cost of products 125,649 15.8 % 87,555 16.0 % Administrative 17,111 2.2 % 15,777 2.9 % Salary, benefits and payroll taxes 36,805 4.6 % 35,830 6.6 % Amortization of intangible assets 16,823 2.1 % 16,823 3.1 % Long-lived assets impairment 2,129 0.3 % — 0.0 % Total cost of revenues and operating expenses 739,873 93.2 % 531,121 97.2 % Income from operations 54,172 6.8 % 15,138 2.8 % OTHER (EXPENSE) INCOME, NET Interest expense (21,395 ) -2.7 % (15,755 ) -2.9 % Interest income 280 0.0 % — 0.0 % Change in fair value of warrant liabilities (37,557 ) -4.7 % 54,400 10.0 % Total other (expense) income, net (58,672 ) -7.4 % 38,645 7.1 % Income (loss) before income tax expense (4,500 ) -0.6 % 53,783 9.8 % INCOME TAX (BENEFIT) EXPENSE (1,526 ) -0.2 % 624 0.1 % NET (LOSS) INCOME $ (2,974 ) -0.4 % $ 53,159 9.7 % Revenues.
Added
The number of destination resorts on average during the period in which we operate the health and wellness centers.
Removed
The increase in each of Service revenues and Product revenues was primarily driven by a $202.5 million increase resulting from a higher number of spa guests due to a 20% increase in the number of Revenue Days that we operated health and wellness centers, representing a return to pre-COVID-19 pandemic levels. Additionally, fleet expansion contributed $16.0 million in the year.
Added
Long-lived assets impairment. Long-li ved assets impairment is comprised of destination resort agreements-intangible assets, property and equipment charges, operating lease right-of-use assets charges and licensing agreement-intangible charges. 42 Other income (expense), net. Other income (expense) consists of interest income, interest expense, changes in the fair value of warrant liabilities and other expense. Income tax expense (benefit).
Removed
Our average guest spend including price and product mix rose by 5%, which positively impacted revenue by $25.8 million. Contributing to the increased volume and spend was $24.5 million in increased pre-booked revenue on health and wellness centers included in our ship count as of December 31, 2022.
Added
The effect of each of these factors on our revenues and financial performance varies from period to period.
Removed
The break-down of Revenue between Service and Product revenues was as follows: • Service revenues. Service revenues for the year ended December 31, 2023 were $648.1 million, an increase of $201.6 million, or 45%, compared to $446.5 million for the year ended December 31, 2022. • Product revenues.
Added
Results of Operations Comparison of Results for the Years Ended December 31, 2025 and 2024 Year Ended December 31, ($ in thousands, except per share data) 2025 % of Total Revenue 2024 % of Total Revenue REVENUES Service revenues $ 777,262 80.9 % $ 723,273 80.8 % Product revenues 183,739 19.1 % 171,746 19.2 % Total revenues 961,001 100.0 % 895,019 100.0 % COST OF REVENUES AND OPERATING EXPENSES Cost of services 645,360 67.2 % 599,756 67.0 % Cost of products 156,493 16.3 % 145,799 16.3 % Administrative 18,063 1.9 % 18,827 2.1 % Salary, benefits and payroll taxes 37,092 3.9 % 35,630 4.0 % Amortization of intangible assets 16,508 1.7 % 16,571 1.9 % Restructuring expenses 2,703 1.5 % — 0.0 % Long-lived assets impairment 3,145 0.3 % 376 0.0 % Total cost of revenues and operating expenses 879,364 91.5 % 816,959 91.3 % Income from operations 81,637 8.5 % 78,060 8.7 % OTHER (EXPENSE) INCOME, NET Interest expense (5,665 ) -0.6 % (10,048 ) -1.1 % Interest income 488 0.1 % 1,167 0.1 % Change in fair value of warrant liabilities — 0.0 % 7,677 0.9 % Other expense (348 ) -0.2 % — 0.0 % Total other expense, net (5,525 ) -0.6 % (1,204 ) -0.1 % Income before income tax expense 76,112 7.9 % 76,856 8.6 % INCOME TAX EXPENSE 4,494 0.5 % 3,992 0.4 % NET INCOME $ 71,618 7.5 % $ 72,864 8.1 % NET INCOME PER VOTING AND NON-VOTING SHARE DILUTED $ 0.69 — $ 0.69 — Revenues.
Removed
The increase was primarily attributable to costs associated with increased Service revenues of $648.1 million for the year ended December 31, 2023 from our operating health and wellness centers at sea and on land, compared with Service revenues of $446.5 million for the year ended December 31, 2022. Cost of products.
Added
Total revenues increased 7% to $961.0 million compared to $895.0 million for the year ended December 31, 2024, principally driven by fleet expansion due to 2025 new ship builds, a 3% increase in average guest spend, and a 2% increase in revenue days contributing $27.9 million, $25.7 million, and $17.0 million, respectively, of the increase in Total revenues for the period, of which $10.7 million was attributable to increased guest pre-booked services.
Removed
The increase was primarily attributable to professional fees 43 of $0.7 million incurred during the year ended December 31, 2023 for a secondary offering of common shares by selling shareholders related to the business combination in March 2019 and increased public company costs of $0.6 million as the Company exited emerging growth company status. Salary, benefits and payroll taxes.
Added
Growth in our Maritime Total revenues was offset by a $4.8 million decrease in our destination resorts Total revenues, partially due to the closure of hotels where we had previously operated. 44 The break-down of Revenue between Service and Product revenues was as follows: • Service revenues.
Removed
Amortization of intangible assets for the year ended December 31, 2023 and 2022 were both $16.8 million, respectively. Long-lived assets impairment. Long-lived assets impairment for the year ended December 31, 2023 were $2.1 million. This was comprised of destination resort agreements-intangible asset, property and equipment charges, and licensing agreement-intangible charges of $1.3 million, $0.5 million and $0.4 million, respectively.
Added
Administrative expenses for the year ended December 31, 2025 were $18.1 million, a decrease of $0.8 million, or 4%, compared to $18.8 million for the year ended December 31, 2024. The decrease was primarily attributable to higher professional fees incurred in the prior-year, including approximately $0.6 million related to incremental public company costs such as Sarbanes-Oxley compliance.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added−0 removed6 unchanged
Biggest changeFor the years ended December 31, 2024 and 2023 and 2022, allowance for credit losses expense amounted to $0.02 million, $0.06 million and $0.02 million, respectively. Allowance for credit losses expense is included within administrative operating expenses in the accompanying Consolidated Statements of Operations. 49 Interest rate risk.
Biggest changeFor the year ended December 31, 2023, the allowance for credit losses expense was $0.06 million. Allowance for credit losses expense is included within administrative operating expenses in the accompanying Consolidated Statements of Operations. 52 Interest rate risk. We are subject to interest rate risk in connection with borrowing based on a variable interest rate.
Our policy is to manage interest rate risk through the use of a combination of fixed and floating rate debt and interest rate derivatives based upon market conditions. Our objective in managing the exposure to interest rate changes is to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs.
Our policy is to manage interest rate risk through the use of a combination of fixed and floating rate debt and interest rate derivatives based upon market conditions. Our objective in managing the exposure to interest rate changes is to limit the impact of inte rest rate changes on earnings and cash flows and to lower our overall borrowing costs.
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. We maintain cash and cash equivalents with high quality financial institutions. As of December 31, 2024 and 2023, respectively, none of the destination resort spas we served represented greater than 10% of our accounts receivable.
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents and accou nts receivable. We maintain cash and cash equivalents with high quality financial institutions. As of December 31, 2025 and 2024, respectively, none of the destination resort spas we served represented greater than 10% of our accounts receivable.
As of December 31, 2024 and 2023, respectively, three and two, respectively, of the cruise lines we served represented greater than 10% of our accounts receivable. We do not normally require collateral or other security to support normal credit sales. We control credit risk through credit approvals, credit limits, and monitoring procedures.
As of December 31, 2025 and 2024, respectively, four and three, respectively, of the cruise lines we served represented greater than 10% of our accounts receivable. We do not normally require collateral or other security to support normal credit sales. We control credit risk through credit approvals, credit limits, and monitoring procedures.
Our expected credit losses are based on historical collection experience, current and forecasted business conditions and other facts and circumstances. The allowance for credit losses was $0.2 million as of each of December 31, 2024 and 2023.
Our expected credit losses are based on historical collection experience, current and forecasted business conditions and other facts and circumstances. The allowance for credit losses was $0.2 million as of each of December 31, 2025 and 2024. For each of the years ended December 31, 2025 and 2024, the allowance for credit losses expense was $0.02 million.
We are subject to interest rate risk in connection with borrowing based on a variable interest rate. Derivative financial instruments, such as interest rate swap agreements and interest rate cap agreements, may be used for the purpose of managing fluctuating interest rate exposures that exist from our variable rate debt obligations that are expected to remain outstanding.
Derivative financial instruments, such as interest rate swap agreements and interest rate cap agreements, may be used for the purpose of managing fluctuating interest rate exposures that exist from our variable rate debt obligations that are expected to remain outstanding.
We have mitigated the risk relating to fluctuations in the U.K. Pound Sterling and the Euro through the structuring of intercompany debt. If such mitigation proves ineffective, a hypothetical 10% change in the aggregate exchange rate exposure of the U.K. Pound Sterling and the Euro to the U.S. Dollar would change our results of operations by approximately $0.2 million.
We have mitigated our exposure to fluctuations in the British Pound Sterling and the Euro primarily through the restructuring of our operations in the United Kingdom and Italy. Accordingly, a hypothetical 10% change in the aggregate exchange rate exposure of the British Pound Sterling and the Euro relative to the U.S.
Added
Dollar would not be expected to have a material effect on our results of operations .

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