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ONESPAWORLD HOLDINGS Ltd

For the period ended Dec 31, 2023. Filed Feb 29, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 29, 2024

OSW$32.47+4.3%Stored close · as of Nov 9, 2026

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Contents

ITEM 6. SELECTED FINANCIAL DATA

The following tables contain selected historical financial data for the Company. The information below should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements of the Company, and the notes related thereto, included elsewhere in this report.

Year Ended December 31,
202320222021
(In thousands)
REVENUES
Service revenues$648,091$446,518$115,945
Product revenues145,95499,74128,086
Total revenues794,045546,259144,031
COST OF REVENUES AND OPERATING EXPENSES
Cost of services541,356375,136108,939
Cost of products125,64987,55526,646
Administrative17,11115,77715,526
Salary, benefits and payroll taxes36,80535,83028,151
Amortization of intangible assets16,82316,82316,829
Long-lived assets impairment2,129——
Total cost of revenues and operating expenses739,873531,121196,091
Income (loss) from operations54,17215,138(52,060)
OTHER (EXPENSE) INCOME, NET
Interest expense(21,395)(15,755)(13,488)
Interest income280—55
Change in fair value of warrant liabilities(37,557)54,400(2,600)
Total other (expense) income, net(58,672)38,645(16,033)
(Loss) Income before income tax (benefit) expense(4,500)53,783(68,093)
INCOME TAX (BENEFIT) EXPENSE(1,526)624429
NET (LOSS) INCOME$(2,974)$53,159$(68,522)
Adjusted EBITDA (1)$89,192$50,384$(18,946)
Unlevered After-Tax Free Cash Flow (1)$79,061$45,125$(21,974)
% Conversion88.6%89.6%116.0%
December 31,
202320222021
Balance Sheet Data (In thousands):
Working Capital (2)$16,961$15,068$4,249
Total Assets706,140717,435688,868
Total Liabilities272,071351,626394,964
Total Shareholders' Equity434,069365,809293,904

(1)

We define adjusted EBITDA as net (loss) Income plus income tax (benefit) expense, 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. We define Unlevered After-Tax Free Cash Flow as adjusted EBITDA minus capital expenditures and cash taxes.

(2)

Working capital calculated as current assets less current liabilities, less cash and cash equivalents and restricted cash.

The following table reconciles Net (Loss) Income to Adjusted EBITDA and Unlevered After-Tax Free Cash Flow for the years ended December 31, 2023, 2022 and 2021:

Year Ended December 31,
(In thousands)202320222021
Net (loss) Income$(2,974)$53,159$(68,522)
Income tax (benefit) expense(1,526)624429
Interest Income(280)—(55)
Interest expense21,39515,75513,488
Depreciation and amortization22,04022,35322,468
Long-lived assets impairment2,129——
Stock-based compensation10,13812,89310,646
Change in fair value of warrant liabilities37,557(54,400)2,600
Business combination costs (a)$713$—$—
Adjusted EBITDA$89,192$50,384$(18,946)
Capital expenditures(5,415)(4,825)(2,868)
Cash paid during the year for income taxes(4,716)(434)(160)
Unlevered After-Tax Free Cash Flow$79,061$45,125$(21,974)
% Conversion (b)88.6%89.6%116.0%

(a)

Business combination costs refers to legal and advisory fees incurred by OneSpaWorld in connection with the secondary offering and warrant conversion.

(b)

Unlevered After-Tax Free Cash Flow Conversion is calculated as Adjusted EBITDA less Capital Expenditures and Cash Taxes, divided by Adjusted EBITDA

Note Regarding Non-GAAP Financial Information

We believe that these non-GAAP measures, when reviewed in conjunction with GAAP financial measures, and not in isolation or as substitutes for analysis of our results of operations under GAAP, are useful to investors as they are widely used measures of performance and the adjustments we make to these non-GAAP measures provide investors further insight into our profitability and additional perspectives in comparing our performance to other companies and in comparing our performance over time on a consistent basis. Adjusted EBITDA and Unlevered After-Tax Free Cash Flow have limitations as profitability measures in that they do 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. In addition, all of these non-GAAP measures have limitations as profitability measures in that they do not include the impact of certain expenses related to items that are settled in cash. Because of these limitations, the Company relies primarily on its GAAP results.

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.

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