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ONESPAWORLD HOLDINGS Ltd

For the period ended Sep 30, 2024. Filed Oct 31, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Oct 31, 2024

OSW$31.13+1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-01.

0000950170-24-089288

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-10-31.

0000950170-24-119539

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 103 previous paragraphs and 108 current paragraphs.

71 unchanged; 26 reworded; 10 added; 5 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

Product revenues. Product revenues for the three months ended September 30, 2024 were $47.3 million, an increase of $6.9 million, or 17%, compared to $40.4 million for the three months ended September 30, 2023.

Current report

Administrative. Administrative expenses for the three months ended September 30, 2024 were $4.2 million, a decrease of $0.4 million, or (9%), compared to $4.7 million for the three months ended September 30, 2023. The decrease primarily was attributable to professional fees incurred during the three months ended September 30, 2023 for a secondary offering of common shares by selling shareholders related to the Business Combination.

Current report

Income tax expense (benefit). Income tax expense (benefit) for the three months ended September 30, 2024 was an expense of $1.0 million, an increase of $3.8 million, or 134%, compared to an income tax benefit of $2.8 million for the three months ended September 30, 2023. The increase was primarily driven by the recognition of a discrete tax benefit of approximately $3.4 million in uncertain tax benefits during the third quarter of 2023 related to foreign tax exposures as a result of our participation in a tax amnesty program in Italy that settled such liability in August 2023.

Current report

Comparison of Results for the nine months ended September 30, 2024 compared to nine months ended September 30, 2023

Current report

Service revenues. Service revenues for the nine months ended September 30, 2024 were $547.5 million, an increase of $58.3 million, or 12%, compared to $489.2 million for the nine months ended September 30, 2023.

Current report

On September 20, 2024, the Company and its subsidiaries, Dory Acquisition Sub, Inc. and OneSpaWorld (Bahamas) Limited, entered into a credit agreement with Bank of America, N.A., as administrative agent, and certain lenders party thereto, providing for senior secured credit facilities consisting of (x) a term loan facility of $100 million (of which $70 million was borrowed by Dory Acquisition and $30 million was borrowed by OneSpaWorld Bahamas), which was fully drawn on the Closing Date, and (y) a revolving loan facility of up to $50 million, which Revolving Facility remained undrawn upon the closing of the Credit Facilities and as of September 30, 2024. The Revolving Facility includes borrowing capacity available for letters of credit up to $5 million. Any issuance of letters of credit reduces the amount available under the Revolving Facility. The Credit Facilities mature on September 20, 2029.

Current report

Loans outstanding under the Credit Facilities will accrue interest at a rate per annum equal to Term SOFR plus a margin of 1.90%, with three step ups to a maximum margin of 2.65% depending on the most recent consolidated leverage ratio of the Company and its restricted subsidiaries, and undrawn amounts under the Revolving Facility will accrue a commitment fee at a rate per annum of 0.25% on the average daily undrawn portion of the commitments thereunder, with three step ups to a maximum commitment fee of 0.40% depending on the most recent consolidated leverage ratio of the Company and its restricted subsidiaries.

Current report

The Term Loan Facility requires the Borrowers to make certain mandatory prepayments, with (i) 100% of net cash proceeds of all non-ordinary course asset sales or other dispositions of property, subject to the ability to reinvest such proceeds and certain other exceptions, and (ii) 100% of the net cash proceeds of any debt incurrence, other than debt permitted under the definitive agreements (but excluding debt incurred to refinance the Credit Facilities). The Borrowers also are required to make quarterly amortization payments equal to 1.25% of the original principal amount of the Term Loan Facility commencing on March 31, 2025 (subject to reductions by optional and mandatory prepayments of the loans). The Borrowers may prepay the Credit Facilities at any time without premium or penalty, subject to payment of customary breakage costs.

Current report

The proceeds from the Credit Facilities were used, together with cash on hand, to repay in full the remaining principal balance of the First Lien Term Loan Facility and to pay related financing costs of the Credit Facilities. Accordingly, as of September 30, 2024, our First Lien Term Loan Facility has been fully paid and terminated.

Current report

Comparison of Results for the nine months ended September 30, 2024 and 2023
Removed paragraphs (5)

Previous report

Comparison of Results for the six months ended June 30, 2024 compared to six months ended June 30, 2023

Previous report

Service revenues. Service revenues for the six months ended June 30, 2024 were $353.1 million, an increase of $39.7 million, or 13%, compared to $313.4 million for the six months ended June 30, 2023.

Previous report

Product revenues. Product revenues for the six months ended June 30, 2024 were $83.1 million, an increase of $13.4 million, or 19%, compared to $69.6 million for the six months ended June 30, 2023.

Previous report

Administrative. Administrative expenses for the six months ended June 30, 2024 were $8.8 million, an increase of $0.7 million, or 9%, compared to $8.1 million for the six months ended June 30, 2023. The increase primarily was attributable to timing of professional fees agreed in connection with public company costs.

Previous report

Comparison of Results for the six months ended June 30, 2024 and 2023
Reworded paragraphs (26)

Previous wording

Cost of services. Cost of services consists primarily of an allocable portion of payments to cruise line partners (which are derived as a percentage of service revenues or a minimum annual rent or a combination of both), an allocable portion of wages paid to shipboard employees, an allocable portion of staff-related shipboard expenses, wages paid directly to destination resort employees, payments to destination resort partners, the allocable cost of products consumed in the rendering of services, and health and wellness center depreciation. Cost of services has historically been highly variable; increases and decreases in cost of services are primarily attributable to corresponding increases or decreases in service revenues. Cost of services has tended to remain materially consistent as a percentage of service revenues.

Current wording

Cost of services. Cost of services consists primarily of an allocable portion of payments to cruise line partners (which are derived as a percentage of service revenues or a minimum annual rent or a combination of both), an allocable portion of wages paid to shipboard employees, an allocable portion of staff-related shipboard expenses, wages paid directly to destination resort employees, payments to destination resort partners, the allocable cost of products consumed in the rendering of services, and health and wellness center depreciation. Most of the components of cost of services are variable in nature; increases and decreases in cost of services are primarily attributable to corresponding increases or decreases in service revenues. Cost of services has tended to remain materially consistent as a percentage of service revenues.

Previous wording

Cost of products. Cost of products consists primarily of the cost of products sold through our various methods of distribution, an allocable portion of wages paid to shipboard employees and an allocable portion of payments to cruise line and destination resort partners (which are derived as a percentage of product revenues or a minimum annual rent or a combination of both). Cost of products has historically been highly variable; increases and decreases in cost of products are primarily attributable to corresponding increases or decreases in product revenues and includes impairment of the carrying value of inventories. Cost of products has tended to remain materially consistent as a percentage of product revenues.

Current wording

Cost of products. Cost of products consists primarily of the cost of products sold through our various methods of distribution, an allocable portion of wages paid to shipboard employees and an allocable portion of payments to cruise line and destination resort partners (which are derived as a percentage of product revenues or a minimum annual rent or a combination of both). Most of the components of cost of products are variable in nature; 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 tended to remain materially consistent as a percentage of product revenues.

Previous wording

Net income (loss). Net income (loss) consists of income (loss) from operations less other income (expense) and income tax expense.

Current wording

Net income. Net income consists of income from operations less other income (expense) and income tax expense.

Previous wording

Revenues. Revenues for the three months ended June 30, 2024 and 2023 were $224.9 million and $200.5 million, respectively. The increase primarily was attributable to our average ship count increasing 6% to 188 health and wellness centers onboard ships operating during the quarter, compared with our average ship count of 177 health and wellness centers onboard ships operating during the second quarter of 2023, together with continued productivity gains across our operations. In addition, we benefited from our initiatives to drive revenue growth in each of our on-board health and wellness centers through enhanced guest engagement and experiences, our guest service and product offering innovations, and the disciplined execution of our complex operating protocols by our on-board and corporate teams.

Current wording

Revenues. Revenues for the three months ended September 30, 2024 and 2023 were $241.7 million and $216.3 million, respectively. The increase primarily was attributable to our Average Ship Count increasing 5% to 195 health and wellness centers onboard ships operating during the quarter, compared with our Average Ship Count of 185 health and wellness centers onboard ships operating during the third quarter of 2023, together with continued productivity gains across our operations. In addition, we benefited from our initiatives to drive revenue growth in each of our on-board health and wellness centers through enhanced guest engagement and experiences, our guest service and product offering innovations, and the disciplined execution of our complex operating protocols by our on-board and corporate teams.

Previous wording

Service revenues. Service revenues for the three months ended June 30, 2024 were $180.8 million, an increase of $17.6 million, or 11%, compared to $163.2 million for the three months ended June 30, 2023.

Current wording

Service revenues. Service revenues for the three months ended September 30, 2024 were $194.4 million, an increase of $18.6 million, or 11%, compared to $175.8 million for the three months ended September 30, 2023.

Previous wording

Cost of services. Cost of services for the three months ended June 30, 2024 were $150.8 million, an increase of $13.6 million, or 10%, compared to $137.2 million for the three months ended June 30, 2023. The increase primarily was attributable to costs associated with increased Service revenues of $180.8 million in the quarter compared with Service revenues of $163.2 million in the second quarter of 2023.

Current wording

Cost of services. Cost of services for the three months ended September 30, 2024 were $159.6 million, an increase of $13.5 million, or 9%, compared to $146.1 million for the three months ended September 30, 2023. The increase primarily was attributable to costs associated with increased Service revenues of $194.4 million in the quarter compared with Service revenues of $175.8 million in the third quarter of 2023.

Previous wording

Cost of products. Cost of products for the three months ended June 30, 2024 were $37.1 million, an increase of $4.9 million, or 15%, compared to $32.2 million for the three months ended June 30, 2023. The increase primarily was attributable to costs associated with increased Product revenues of $44.0 million in the quarter compared to Product revenues of $37.3 million in the second quarter of 2023.

Current wording

Cost of products. Cost of products for the three months ended September 30, 2024 were $40.1 million, an increase of $5.7 million, or 16%, compared to $34.5 million for the three months ended September 30, 2023. The increase primarily was attributable to costs associated with increased Product revenues of $47.3 million in the quarter compared to Product revenues of $40.4 million in the third quarter of 2023.

Previous wording

Salary, benefits and payroll taxes. Salary, benefits and payroll taxes for the three months ended June 30, 2024 were $9.2 million, an increase of $0.3 million, or 3%, compared to $9.0 million for the three months ended June 30, 2023. The increase primarily was attributable to annual merit increases for Corporate employees.

Current wording

Salary, benefits and payroll taxes. Salary, benefits and payroll taxes for the three months ended September 30, 2024 were $8.6 million, a decrease of $1.3 million, or (13%), compared to $9.8 million for the three months ended September 30, 2023. The decrease primarily was attributable to the timing of higher performance based compensation for the three months ended September 30, 2023.

Previous wording

Other (expense) income. Other (expense) income includes interest expense and change in the fair value of the warrant liabilities. Interest expense, net for the three months ended June 30, 2024 was $2.2 million, a decrease of $2.1 million, or 49%, compared to $4.4 million for the three months ended June 30, 2023. The decrease primarily was attributable to lower debt balances. Since the year ended December 31, 2022, we have repaid a total of $91.0 million in debt instruments. The change in fair value of the outstanding warrants during the three months ended June 30, 2024 was a loss of ($0.046) million compared to a loss of ($12.2) million during the three months ended June 30, 2023. The decrease was primarily attributable to lower warrants outstanding at the end of each period. The change in fair value of warrant liabilities was the result of the remeasurement to fair value of the warrants exercised during the second quarter of 2024 reflecting changes in market prices of our common stock and other observable inputs deriving the value of these financial instruments.

Current wording

Other (expense) income. Other (expense) income includes interest expense and change in the fair value of the warrant liabilities. Interest expense, net for the three months ended September 30, 2024 was $2.5 million, a decrease of $1.2 million, or (33%), compared to $3.7 million for the three months ended September 30, 2023. The decrease primarily was attributable to lower debt balances. Since the year ended December 31, 2022, we have repaid a total of $115.6 million in debt instruments. The change in fair value of the outstanding warrants during the three months ended September 30, 2024 was zero compared to a gain of $7.4 million during the three months ended September 30, 2023. The decrease was attributable to the fact that the Company had no outstanding warrants during the three months ended September 30, 2024. The change in fair value of warrant liabilities during the three months ended September 30, 2023 was the result of the remeasurement to fair value of the warrants reflecting changes in market prices of our common stock and other observable inputs deriving the value of these financial instruments.

Previous wording

Net income (loss). Net income for the six months ended June 30, 2024 was $36.9 million, an increase of $56.0 million, or 293%, compared to a net loss of ($19.1) million for the six months ended June 30, 2023. The $56.0 million increase in net income was attributable to: (i) a $41.8 million positive change in fair value of warrant liabilities; (ii) a $3.8 million decrease in interest expense; and (iii) a $11.2 million positive change in income from operations.

Current wording

Net income. Net income for the three months ended September 30, 2024 was $21.5 million, a decrease of $1.9 million, or 8%, compared to a net income of $23.4 million for the three months ended September 30, 2023. The $1.9 million decrease in net income was primarily attributable to a $7.4 million negative change in fair value of warrant liabilities and a $3.8 million increase in income tax expense offset by a $1.2 million decrease in interest expense and an $8.1 million positive change in income from operations.

Previous wording

Revenues. Revenues for the six months ended June 30, 2024 and 2023 were $436.1 million and $383.0 million, respectively. The increase primarily was attributable to our average ship count increasing 7% to 188 health and wellness centers onboard ships operating during the six months ended June 30, 2024 compared with our average ship count of 175 health and wellness centers onboard ships operating during the six months ended June 30, 2023 together with continued productivity gains across our operations. In addition, we benefited from our initiatives to drive revenue growth in each of our on-board health and wellness centers through enhanced guest engagement and experiences, our guest service and product offering innovations, and the disciplined execution of our complex operating protocols by our on-board and corporate teams.

Current wording

Revenues. Revenues for the nine months ended September 30, 2024 and 2023 were $677.8 million and $599.2 million, respectively. The increase primarily was attributable to our Average Ship Count increasing 7% to 190 health and wellness centers onboard ships operating during the nine months ended September 30, 2024 compared with our Average Ship Count of 178 health and wellness centers onboard ships operating during the nine months ended September 30, 2023, together with continued productivity and pricing gains across our operations. In addition, we benefited from our initiatives to drive revenue growth in each of our on-board health and wellness centers through enhanced guest engagement and experiences, our guest service and product offering innovations, and the disciplined execution of our complex operating protocols by our on-board and corporate teams.

Previous wording

Product revenues. Product revenues for the three months ended June 30, 2024 were $44.0 million, an increase of $6.8 million, or 18%, compared to $37.3 million for the three months ended June 30, 2023.

Current wording

Product revenues. Product revenues for the nine months ended September 30, 2024 were $130.4 million, an increase of $20.3 million, or 18%, compared to $110.0 million for the nine months ended September 30, 2023.

Previous wording

Cost of services. Cost of services for the six months ended June 30, 2024 were $294.8 million, an increase of $31.3 million, or 12%, compared to $263.5 million for the six months ended June 30, 2023. The increase primarily was attributable to costs associated with increased Service revenues of $353.1 million in the six months ended June 30, 2024 from our operating health and wellness centers at sea and on land, compared with Service revenues of $313.4 million in the six months ended June 30, 2023.

Current wording

Cost of services. Cost of services for the nine months ended September 30, 2024 were $454.4 million, an increase of $44.8 million, or 11%, compared to $409.6 million for the nine months ended September 30, 2023. The increase primarily was attributable to costs associated with increased Service revenues of $547.5 million in the nine months ended September 30, 2024 from our operating health and wellness centers at sea and on land, compared with Service revenues of $489.2 million in the nine months ended September 30, 2023.

Previous wording

Cost of products. Cost of products for the six months ended June 30, 2024 were $70.7 million, an increase of $10.2 million, or 17%, compared to $60.5 million for the six months ended June 30, 2023. The increase primarily was attributable to costs associated with increased Product revenues of $83.1 million in the six months ended June 30, 2024 from our operating health and wellness centers at sea and on land, compared to Product revenues of $69.6 million in the six months ended June 30, 2023.

Current wording

Cost of products. Cost of products for the nine months ended September 30, 2024 were $110.8 million, an increase of $15.9 million, or 17%, compared to $94.9 million for the nine months ended September 30, 2023. The increase primarily was attributable to costs associated with increased Product revenues of $130.4 million in the nine months ended September 30, 2024 from our operating health and wellness centers at sea and on land, compared to Product revenues of $110.0 million in the nine months ended September 30, 2023.

Previous wording

Administrative. Administrative expenses for the three months ended June 30, 2024 were $4.7 million, an increase of $0.2 million, or 5%, compared to $4.5 million for the three months ended June 30, 2023. The increase primarily was attributable to timing of professional fees agreed in connection with public company costs.

Current wording

Administrative. Administrative expenses for the nine months ended September 30, 2024 were $13.0 million, an increase of $0.3 million, or 2%, compared to $12.8 million for the nine months ended September 30, 2023. The increase primarily was attributable to timing of professional fees incurred in connection with public company costs.

Previous wording

Salary, benefits and payroll taxes. Salary, benefits and payroll taxes for the six months ended June 30, 2024 were $17.7 million, a decrease of $0.2 million, or (1%), compared to $17.9 million for the six months ended June 30, 2023. The decrease primarily was attributable to lower stock-based compensation expense in the six months ended June 30, 2024 offset by annual merit increases for Corporate employees in 2024.

Current wording

Salary, benefits and payroll taxes. Salary, benefits and payroll taxes for the nine months ended September 30, 2024 were $26.3 million, a decrease of $1.4 million, or (5%), compared to $27.7 million for the nine months ended September 30, 2023. The decrease primarily was attributable to lower stock-based compensation expense in the nine months ended September 30, 2024 offset by annual merit increases for Corporate employees in 2024.

Previous wording

Amortization of intangible assets. Amortization of intangible assets for the six months ended June 30, 2024 and 2023 were $8.3 million and $8.4 million, respectively.

Current wording

Amortization of intangible assets. Amortization of intangible assets for the nine months ended September 30, 2024 and 2023 were $12.4 million and $12.6 million, respectively.

Previous wording

Other income (expense). Other income (expense) includes interest expense and change in the fair value of the warrant liabilities. Interest expense, net for the six months ended June 30, 2024 was $5.2 million, a decrease of $3.8 million, or (42%), compared to $9.0 million for the six months ended June 30, 2023. The decrease primarily was attributable to lower debt balances. Since the year ended December 31, 2022, we have repaid a total of $91.0 million in debt instruments. The change in fair value of the outstanding warrants during the six months ended June 30, 2024 was a gain of $7.7 million compared to a loss of ($34.1) million during the six months ended June 30, 2023. The change in fair value of warrant liabilities was the result of the remeasurement to fair value of the warrants exercised during the six months ended June 30, 2024 reflecting changes in market prices of our common stock and other observable inputs deriving the value of these financial instruments.

Current wording

Other income (expense). Other income (expense) includes interest expense and change in the fair value of the warrant liabilities. Interest expense, net for the nine months ended September 30, 2024 was $7.7 million, a decrease of $5.0 million, or (40%), compared to $12.7 million for the nine months ended September 30, 2023. The decrease primarily was attributable to lower debt balances. Since the year ended December 31, 2022, we have repaid a total of $115.6 million in debt instruments. The change in fair value of the outstanding warrants during the nine months ended September 30, 2024 was a gain of $7.7 million compared to a loss of ($26.7) million during the nine months ended September 30, 2023. The change in fair value of warrant liabilities was the result of the remeasurement to fair value of the warrants exercised during the nine months ended September 30, 2024 reflecting changes in market prices of our common stock and other observable inputs deriving the value of these financial instruments. The Company has no outstanding warrants as of September 30, 2024; accordingly, there will be no impact on the statement of operations in future periods.

Previous wording

Income tax expense. Income tax expense for the six months ended June 30, 2024 was an expense of $1.4 million, an increase of $0.8 million, or 125%, compared to $0.6 million tax expense for the six months ended June 30, 2023. The increase primarily was driven by an increase in the taxable income, the change in valuation allowance and the decrease in availability of net operating losses.

Current wording

Income tax expense (benefit). Income tax expense (benefit) for the nine months ended September 30, 2024 was an expense of $2.4 million, an increase of $4.6 million, or 207%, compared to an income tax benefit of $2.2 million for the nine months ended September 30, 2023. The increase primarily was driven by the recognition of a discrete tax benefit of approximately $3.4 million in uncertain tax benefits during the third quarter of 2023 related to foreign tax exposures as a result of our participation in a tax amnesty program in Italy that settled such liability in August 2023, offset by an increase in the taxable income, the change in valuation allowance and the decrease in availability of net operating losses.

Previous wording

Net income (loss). Net income for the three months ended June 30, 2024 was $15.8 million, an increase of $18.9 million, or 596%, compared to a net loss of ($3.2) million for the three months ended June 30, 2023. The $18.9 million increase in net income was attributable to: (i) a $12.2 million positive change in fair value of warrant liabilities; (ii) a $2.1 million decrease in interest expense; and (iii) a $5.4 million positive change in income from operations.

Current wording

Net income. Net income for the nine months ended September 30, 2024 was $58.5 million, an increase of $54.1 million, or 1,250%, compared to a net income of $4.3 million for the nine months ended September 30, 2023. The $54.1 million increase in net income was primarily attributable to: (i) a $34.4 million positive change in fair value of warrant liabilities; (ii) a $5.0 million decrease in interest expense; and (iii) a $19.3 million positive change in income from operations; offset by $4.6 million increase in income tax expense.

Previous wording

We fund our operations principally with cash flow from operations. Our principal uses for our liquidity have been funding our return to service of our health and wellness centers onboard 197 cruise ships and in 52 destination resorts, including associated working capital investment and capital expenditures; debt service, including full repayment of $7 million borrowed under our First Lien Revolving Facility, full repayment of our $25 million Second Lien Term Loan Facility, and $77 million repayment of our First Lien Term Loan Facility; and purchasing 1,395,432 of our common shares from Steiner Leisure Limited pursuant to a Shares Repurchase Agreement, among other uses of our liquidity.

Current wording

We fund our operations principally with cash flow from operations. Our principal uses for our liquidity have been funding our health and wellness centers onboard 196 cruise ships and in 52 destination resorts, including associated working capital investment and capital expenditures; debt service, including $59.6 million repayment of our First Lien Term Loan Facility; purchasing 1,395,432 of our common shares from Steiner Leisure Limited pursuant to a Shares Repurchase Agreement, and purchasing 745,302 of our common shares under a Share Repurchase Program, among other uses of our liquidity.

Previous wording

The following table shows summary cash flow information for the six months ended June 30, 2024 and the six months ended June 30, 2023.

Current wording

The following table shows summary cash flow information for the nine months ended September 30, 2024 and the nine months ended September 30, 2023.

Previous wording

Operating activities. Our net cash provided by operating activities for the six months ended June 30, 2024 and 2023 were $33.6 million and $27.5 million, respectively. In the six months ended June 30, 2024, net operating cash flows continued to accelerate from 2023, as the Company grew total revenue 14%, income from operations by 46% and enhanced our balance sheet.

Current wording

Operating activities. Our net cash provided by operating activities for the nine months ended September 30, 2024 and 2023 were $62.2 million and $46.3 million, respectively. In the nine months ended September 30, 2024, net operating cash flows continued to increase from comparable 2023 periods, as the Company grew total revenue by 13% and income from operations by 46% and reduced interest expense by 40%, which interest expense reduction was attributable to repayment of indebtedness, further enhancing our balance sheet.

Previous wording

Investing activities. Our net cash used in investing activities for the six months ended June 30, 2024 and 2023 were $2.3 million and $2.2 million, respectively.

Current wording

Investing activities. Our net cash used in investing activities for the nine months ended September 30, 2024 and 2023 were $3.4 million and $2.9 million, respectively. During the nine months ended September 30, 2024, we continued to make investments in computer hardware and software (including artificial intelligence) and Medi-spa equipment.

Previous wording

Financing activities. Our net cash provided by (used in) financing activities for the six months ended June 30, 2024 and 2023 were $3.5 million and ($28.8) million, respectively. For the six months ended June 30, 2024, the Company received proceeds from the exercise of public and private warrants of $51.7 million, repaid $35 million on the First Lien Term Loan Facility, paid $5.4 million of deleveraging fee on the First Lien Credit Facilities and utilized $7.7 million to repurchase 606,386 of our common shares. For the six months ended June 30, 2023, the Company repaid $16.0 million on the First Lien Term Loan Facility and $15.0 million on the Second Lien Term Loan Facility and received proceeds from the exercise of warrants of $2.2 million.

Current wording

First Lien Term Loan Facility, paid $5.4 million of deleveraging fee on the First Lien Term Loan Facility, utilized $19.0 million to repurchase 1,351,688 of our common shares and $1.3 million to pay deferred financing cost. For the nine months ended September 30, 2023, the Company repaid $36.0 million on the First Lien Term Loan Facility and $15.0 million on the Second Lien Term Loan Facility and received proceeds from the exercise of warrants of $2.2 million.

Previous wording

Our critical accounting policies are included in our 2023 Form 10-K. We believe that there have been no significant changes during the six months ended June 30, 2024 to the critical accounting policies disclosed in our 2023 Form 10-K.

Current wording

Our critical accounting policies are included in our 2023 Form 10-K. We believe that there have been no significant changes during the nine months ended September 30, 2024 to the critical accounting policies disclosed in our 2023 Form 10-K.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Financing activities. Our net cash used in financing activities for the nine months ended September 30, 2024 and 2023 were $37.9 million and $48.8 million, respectively. For the nine months ended September 30, 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
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Income tax expense. Income tax expense for the three months ended June 30, 2024 was an expense of $0.8 million, an increase of $0.8 million, or 1278%, compared to $59.0 thousand for the three months ended June 30, 2023. The increase primarily driven by an increase in the taxable income, the change in valuation allowance and decrease in availability of net operating losses.