ONESPAWORLD HOLDINGS Ltd
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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FY2024 · Filed Feb 21, 2025
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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 21, 2025 |
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 21, 2025 |
| /s/ Stephen B. LazarusStephen B. Lazarus | Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) | February 21, 2025 |
| /s/ Stephen W. PowellStephen W. Powell | Lead Director | February 21, 2025 |
| /s/ Maryam BanikarimMaryam Banikarim | Director | February 21, 2025 |
| /s/ Glenn J. FusfieldGlenn J. Fusfield | Director | February 21, 2025 |
| /s/ Adam HasibaAdam Hasiba | Director | February 21, 2025 |
| /s/ Andrew R. HeyerAndrew R. Heyer | Director | February 21, 2025 |
| /s/ Marc MagliacanoMarc Magliacano | Director | February 21, 2025 |
| /s/ Walter F. McLallenWalter F. McLallen | Director | February 21, 2025 |
| /s/ Lisa MyersLisa Myers | Director | February 21, 2025 |
| /s/ Jeffrey E. StieflerJeffrey E. Stiefler | Director | February 21, 2025 |
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 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of OneSpaWorld Holdings Limited
Opinion on Internal Control Over Financial Reporting
We have audited OneSpaWorld Holdings Limited and subsidiaries internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, OneSpaWorld Holdings Limited and subsidiaries (the "Company") maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 21, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Miami, Florida
February 21, 2025
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