ONESPAWORLD HOLDINGS Ltd
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements
The following report and Consolidated Financial Statements are filed as part of this report beginning on page F-l, pursuant to Item 8.
Audited Consolidated Financial Statements for OneSpaWorld Limited and Subsidiaries
Report of Independent Registered Public Accounting Firm - Internal Control Over Financial Reporting.
Report of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets as of December 31, 2023 and 2022.
Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021.
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2023, 2022 and 2021.
Consolidated Statements of Equity for the years ended December 31, 2023, 2022 and 2021.
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules
Financial statement schedules have been omitted since they are either not required, not applicable or the information is otherwise included.
(3) Exhibit Listing
Please see list of the exhibits at 15(b), below.
(b) The following is a list of all exhibits filed as a part of this report.
| DocumentExhibitNumber | Exhibit Description |
| 2.1 | Business Combination Agreement, dated as of November 1, 2018, by and among Steiner Leisure, Steiner US, Nemo UK, Steiner UK, SMS, the Seller Representative, Haymaker, OneSpaWorld, Dory US Merger Sub, Dory Foreign Holding Company, Dory Intermediate and Dory US Holding Company (incorporated by reference to Amendment No. 4 to Form S-4 filed on February 14, 2019). |
| 2.2 | Amendment No. 1 to Business Combination Agreement, dated as of January 7, 2019, by and between, Steiner Leisure Limited and Haymaker Acquisition Corp. (incorporated by reference to Annex A-2 to the proxy statement/prospectus, forming a part of the Registration Statement on Form S-4 (File No. 333-228359) filed on February 14, 2019). |
| 3.1 | Amended and Restated Memorandum of Association and Articles of Association OneSpaWorld Holdings Limited (incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 25, 2019). |
| 3.2 | Third Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association of OneSpaWorld Holdings Limited (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 15, 2020). |
| 4.1* | Description of Securities Registered Pursunat to section 12.of the Securities Exchange Act of 1934 |
| 10.1 | First Lien Credit Agreement, by and among OneSpaWorld Holdings Limited, Dory Intermediate LLC, Dory Acquisition Sub, Inc., the lenders party thereto and Goldman Sachs Lending Partners LLC, as the Administrative Agent and as the Collateral Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 25, 2019). |
| 10.2 | Second Lien Credit Agreement, by and among OneSpaWorld Holdings Limited, Dory Intermediate LLC, the lenders party thereto and Cortland Capital Market Services LLC, as the Administrative Agent and as the Collateral Agent (incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 25, 2019). |
| 10.3 | Registration Rights Agreement, by and among OneSpaWorld Holdings Limited, Steiner Leisure Limited, Haymaker Sponsor, LLC and, solely for the purpose of certain provisions thereof, Haymaker Acquisition Corp. (incorporated by reference to Exhibit 10.3 to Form 8-K filed on March 25, 2019). |
| 10.4 | Second Amended and Restated Registration Rights Agreement, dated as of June 12, 2020, by and among OneSpaWorld Holdings Limited, Steiner Leisure Limited, and the investors named on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 15, 2020). |
| 10.5 | Amended and Restated Warrant Agreement, by and between OneSpaWorld Holdings Limited and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.5 to Form 8-K filed on March 25, 2019). |
| 10.6 | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to Registration Statement on Form S-4 filed on January 22, 2019). |
| 10.7 | Investment Agreement, dated as of April 30, 2020, by and among OneSpaWorld Holdings Limited and the investors named thereto (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed on May 1, 2020). |
| 10.8 | Governance Agreement, dated as of June 12, 2020, by and among OneSpaWorld Holdings Limited, Steiner Leisure Limited and, solely for purposes of Section 18 thereof, Haymaker Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 15, 2020). |
| 10.9† | 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Form 8-K filed on March 25, 2019). |
| 10.10 | Director Designation Agreement, by and among OneSpaWorld Holdings Limited, Haymaker Sponsor, LLC and Steiner Leisure Limited (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to Registration Statement on Form S-4 filed on January 22, 2019) |
| 10.11† | Employment and Severance Agreement, dated as of November 1, 2018, by and between OneSpaWorld Holdings Limited and Leonard Fluxman (incorporated by reference to Exhibit 10.9 to Registration Statement on Form S-4 filed on November 13, 2018). |
| 10.12† | Employment and Severance Agreement, dated as of November 1, 2018, by and between OneSpaWorld Holdings Limited and Stephen B. Lazarus (incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-4 filed on November 13, 2018). |
| 10.13† | Employment Agreement, dated October 13, 2020, between OneSpaWorld Holdings Limited and Susan Bonner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 13,2020, filed October 14, 2020) |
| 10.14† | Form of OneSpaWorld Holdings Limited October 2020 Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 dated and filed October 13, 2020). |
| 10.15† | Form of OneSpaWorld Holdings Limited October 2020 Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 99.2 to the Company's Registration Statement on Form S-8 dated and filed October 13, 2020). |
| 10.16† | Form of OneSpaWorld Holdings Limited December 2021 Performance Stock Unit Award Agreement for 2021 Awards (incorporated by reference to Exhibit 10.15 to the Companys Annual Report on Form 10-K filed on March 4, 2022). |
| 10.17 | Form of Warrant Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2023). |
| 21.1* | Subsidiaries of OneSpaWorld Holdings Limited. |
| 23.1* | Consent of Ernst & Young LLP. |
| 31.1* | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. |
| 31.2* | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. |
| 32.1* | Section 1350 Certification of Principal Executive Officer. |
| 32.2* | Section 1350 Certification of Principal Financial Officer. |
| 97* | OneSpaWorld Holdings Limited Clawback Policy. |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | The cover page from the Company’s Form 10-K for the year ended December 31, 2022 has been formatted in Inline XBRL. |
- Filed herewith.
† Indicates a management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ONESPAWORLD HOLDINGS LIMITED | |
|---|---|
| By: | /s/ Stephen B. Lazarus |
| Name: Stephen B. Lazarus | |
| Title: Chief Financial Officer and ChiefOperating Officer | |
| Date: | February 29, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Position | Date |
|---|---|---|
| /s/ Leonard FluxmanLeonard Fluxman | Executive Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) | February 29, 2024 |
| /s/ Stephen B. LazarusStephen B. Lazarus | Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) | February 29, 2024 |
| /s/ Stephen W. PowellStephen W. Powell | Lead Director | February 29, 2024 |
| /s/ Maryam BanikarimMaryam Banikarim | Director | February 29, 2024 |
| /s/ Glenn J. FusfieldGlenn J. Fusfield | Director | February 29, 2024 |
| /s/ Adam HasibaAdam Hasiba | Director | February 29, 2024 |
| /s/ Andrew R. HeyerAndrew R. Heyer | Director | February 29, 2024 |
| /s/ Marc MagliacanoMarc Magliacano | Director | February 29, 2024 |
| /s/ Walter F. McLallenWalter F. McLallen | Director | February 29, 2024 |
| /s/ Lisa MyersLisa Myers | Director | February 29, 2024 |
| /s/ Jeffrey E. StieflerJeffrey E. Stiefler | Director | February 29, 2024 |
Index to Consolidated Financial Statements
| Page Number | |
| Audited Consolidated Financial Statements for OneSpaWorld Holdings Limited and Subsidiaries | |
|---|---|
| Report of Independent Registered Public Accounting Firm - Internal Control Over Financial Reporting | F-2 |
| Report of Independent Registered Public Accounting Firm (PCAOB ID:42) | F-3 |
| Consolidated Balance Sheets | F-5 |
| Consolidated Statements of Operations | F-6 |
| Consolidated Statements of Comprehensive (Loss) Income | F-7 |
| Consolidated and Statements of Equity | F-8 |
| Consolidated and Statements of Cash Flows | F-9 |
| Notes to the Consolidated Financial Statements | F-11 |
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