ONESPAWORLD HOLDINGS Ltd

Previous wording

Revenues. Revenues for the six months ended June 30, 2025 and 2024 were $460.4 million and $436.1 million, respectively. The increases in Service revenues and Product revenues were driven by a 3% increase in average guest spend, which positively impacted revenues by $13.2 million, 2% increase in Revenue Days, which impacted revenues by $9.6 million, and by fleet expansion which contributed $3.8 million. Contributing to the increased volume and spend was $5.0 million in increased pre-booked revenues at health and wellness centers included in our ship count as of June 30, 2025. This was offset by a $2.4 million decrease in our destination resorts business, partially due to the closure of hotels where we had previously operated.

Current wording

Revenues. Total revenues increased 7% to $258.5 million compared to $241.7 million in the third quarter of 2024, driven by a 4% increase in average guest spend, fleet expansion due to 2025 vessel newbuilds, and a 1% increase in revenue days, contributing $7.8 million, $6.8 million and $3.2 million, respectively, to the increase in Total revenues. Contributing to the increased volume and spend was $2.7 million in increased pre-booked revenues at health and wellness centers included in our ship count as of September 30, 2025. Growth in our maritime Total revenues was offset by a $1.0 million decrease in our destination resorts Total revenues, partially due to the closure of hotels where we had previously operated.

Previous wording

Cost of services. Cost of services for the three months ended June 30, 2025 were $161.2 million, an increase of $10.4 million, or 7%, compared to $150.8 million for the three months ended June 30, 2024. The increase primarily was attributable to costs associated with increased Service revenues of $193.4 million in the quarter compared with Service revenues of $180.8 million in the second quarter of 2024.

Current wording

Cost of services. Cost of services for the three months ended September 30, 2025 were $172.1 million, an increase of $12.5 million, or 8%, compared to $159.6 million for the three months ended September 30, 2024. The increase primarily was attributable to costs associated with increased Service revenues of $208.0 million in the quarter compared with Service revenues of $194.4 million in the third quarter of 2024.

Previous wording

Cost of products. Cost of products for the three months ended June 30, 2025 were $40.0 million, an increase of $2.8 million, or 8%, compared to $37.1 million for the three months ended June 30, 2024. The increase primarily was attributable to costs associated with increased Product revenues of $47.4 million in the quarter compared to Product revenues of $44.0 million in the second quarter of 2024.

Current wording

Cost of products. Cost of products for the three months ended September 30, 2025 were $42.9 million, an increase of $2.7 million, or 7%, compared to $40.1 million for the three months ended September 30, 2024. The increase primarily was attributable to costs associated with increased Product revenues of $50.5 million in the quarter compared to Product revenues of $47.3 million in the third quarter of 2024.

Previous wording

Product revenues. Product revenues for the three months ended June 30, 2025 were $47.4 million, an increase of $3.3 million, or 8%, compared to $44.0 million for the three months ended June 30, 2024.

Current wording

Administrative. Administrative expenses for the three months ended September 30, 2025 were $4.6 million, an increase of $0.3 million, or 8%, compared to $4.2 million for the three months ended September 30, 2024. The increase was primarily attributable to higher costs related to computer maintenance and supplies.

Previous wording

Salaries, benefits and payroll taxes. Salaries, benefits and payroll taxes for the three months ended June 30, 2025 were $8.8 million, a decrease of $0.4 million, or (4%), compared to $9.2 million for the three months ended June 30, 2024. The decrease was due primarily to lower than prior year incentive based compensation expense of approximately $0.7 million.

Current wording

Salaries, benefits and payroll taxes. Salaries, benefits and payroll taxes for the three months ended September 30, 2025 were $8.4 million, a decrease of $0.2 million, or (2%), compared to $8.6 million for the three months ended September 30, 2024. The decrease was due primarily to lower than prior year incentive-based compensation expense of approximately $0.1 million.

Previous wording

Other expense. Other expense includes interest expense and change in the fair value of the warrant liabilities. Interest expense, net for the three months ended June 30, 2025 was $1.4 million, a decrease of $0.8 million, or (37%), compared to $2.2 million for the three months ended June 30, 2024. The decrease was primarily attributable to lower debt balances and lower effective interest rates. Since the year ended December 31, 2023, we have repaid a total of $62.1 million in debt instruments. The change in fair value of the outstanding warrants during the three months ended June 30, 2025 was zero compared to a loss of $46 thousand during the three months ended June 30, 2024. The Company had no outstanding warrants during the three months ended June 30, 2025; accordingly, there was no impact on the condensed consolidated statement of operations during this period.

Current wording

Other expense. Other expense includes interest expense. Interest expense, net for the three months ended September 30, 2025 was $1.4 million, a decrease of $1.1 million, or (45%), compared to $2.5 million for the three months ended September 30, 2024. The decrease was primarily attributable to lower debt balances and lower effective interest rates. Since the year ended December 31, 2023, we have repaid a total of $73.3 million in debt instruments.

Previous wording

Net income. Net income for the three months ended June 30, 2025 was $19.9 million, an increase of $4.2 million, or 27%, compared to a net income of $15.8 million for the three months ended June 30, 2024. The $4.2 million increase in net income was primarily driven by a $3.3 million improvement in income from operations and a $0.8 million reduction in interest expense.

Current wording

Net income. Net income for the three months ended September 30, 2025 was $24.3 million, an increase of $2.8 million, or 13%, compared to a net income of $21.6 million for the three months ended September 30, 2024. The $2.8 million increase in net income was primarily driven by a $1.3 million improvement in income from operations and a $1.1 million reduction in interest expense.

Previous wording

Comparison of Results for the six months ended June 30, 2025 compared to six months ended June 30, 2024

Current wording

Comparison of Results for the nine months ended September 30, 2025 compared to nine months ended September 30, 2024

Previous wording

Revenues. Revenues for the three months ended June 30, 2025 and 2024 were $240.7 million and $224.9 million, respectively. The increases in Service revenues and Product revenues were driven by a 4% increase in average guest spend, which positively impacted revenues by $8.5 million, 1% increase in Revenue Days, which impacted revenues by $4.5 million, and by fleet expansion, which contributed $3.5 million. Contributing to the increased volume and spend was $2.7 million in increased pre-booked revenues at health and wellness centers included in our ship count as of June 30, 2025. This was offset by a $0.9 million decrease in our destination resorts business, partially due to the closure of hotels where we had previously operated.

Current wording

Revenues. Total revenues increased 6% to $718.9 million compared to $677.8 million for the nine months ended September 30, 2024, driven by a 4% increase in average guest spend, fleet expansion due to 2025 vessel newbuilds, and a 1% increase in revenue days contributing $22.5 million, $10.6 million and $11.4 million, respectively, of the increase in Total revenues for the period. Contributing to the increased volume and spend was $7.7 million in increased pre-booked revenues at health and wellness centers included in our ship count as of September 30, 2025. Growth in our Maritime Total revenues was offset by a $3.5 million decrease in our destination resorts Total revenues, partially due to the closure of hotels where we had previously operated.

Previous wording

Cost of services. Cost of services for the six months ended June 30, 2025 were $309.4 million, an increase of $14.6 million, or 5%, compared to $294.8 million for the six months ended June 30, 2024. The increase primarily was attributable to costs associated with increased Service revenues of $371.9 million in the six months ended June 30, 2025 from our operating health and wellness centers at sea and on land, compared with Service revenues of $353.1 million in the six months ended June 30, 2024.

Current wording

Cost of services. Cost of services for the nine months ended September 30, 2025 were $481.5 million, an increase of $27.1 million, or 6%, compared to $454.4 million for the nine months ended September 30, 2024. The increase primarily was attributable to costs associated with increased Service revenues of $579.9 million in the nine months ended September 30, 2025 from our operating health and wellness centers at sea and on land, compared with Service revenues of $547.5 million in the nine months ended September 30, 2024.

Previous wording

Cost of products. Cost of products for the six months ended June 30, 2025 were $75.3 million, an increase of $4.6 million, or 7%, compared to $70.7 million for the six months ended June 30, 2024. The increase primarily was attributable to costs associated with increased Product revenues of $88.5 million in the six months ended June 30, 2025 from our operating health and wellness centers at sea and on land, compared to Product revenues of $83.1 million in the six months ended June 30, 2024.

Current wording

Cost of products. Cost of products for the nine months ended September 30, 2025 were $118.1 million, an increase of $7.3 million, or 7%, compared to $110.8 million for the nine months ended September 30, 2024. The increase primarily was attributable to costs associated with increased Product revenues of $139.0 million in the nine months ended September 30, 2025 from our operating health and wellness centers at sea and on land, compared to Product revenues of $130.4 million in the nine months ended September 30, 2024.

Previous wording

Administrative. Administrative expenses for the six months ended June 30, 2025 were $8.6 million, a decrease of $0.2 million, or (2%), compared to $8.8 million for the six months ended June 30, 2024. The decrease was primarily driven by the non-recurrence of $0.3 million expenses associated with the secondary offering and warrants conversion in 2024.

Current wording

Administrative. Administrative expenses for the nine months ended September 30, 2025 were $13.2 million, a decrease of $0.2 million, or 1%, compared to $13.0 million for the nine months ended September 30, 2024. The change was not material.

Previous wording

Salaries, benefits and payroll taxes. Salaries, benefits and payroll taxes for the six months ended June 30, 2025 were $19.8 million, an increase of $2.1 million, or 12%, compared to $17.7 million for the six months ended June 30, 2024. The increase was primarily attributable to expenses associated with the termination of employment of the Company’s former Chief Commercial Officer, including $1.1 million of severance expense and $1.4 million of expense related to vesting treatment in respect to restricted stock units and performance stock units.

Current wording

Salaries, benefits and payroll taxes. Salaries, benefits and payroll taxes for the nine months ended September 30, 2025 were $28.2 million, an increase of $1.9 million, or 7%, compared to $26.3 million for the nine months ended September 30, 2024. The increase was primarily attributable to expenses associated with the termination of employment of the Company’s former Chief Commercial Officer, including $1.1 million of severance expense and $1.4 million of expense related to vesting treatment in respect of restricted stock units and performance stock units.

Previous wording

Amortization of intangible assets. Amortization of intangible assets was $8.3 million for each of the six-month periods ended June 30, 2025 and 2024.

Current wording

Amortization of intangible assets. Amortization of intangible assets was $12.4 million for each of the nine-month periods ended September 30, 2025 and 2024.

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 six months ended June 30, 2025 was $2.5 million, a decrease of $2.6 million, or (51%), compared to $5.2 million for the six months ended June 30, 2024. The decrease was primarily attributable to lower debt balances and lower effective interest rates. Since the year ended December 31, 2023, we have repaid a total of $62.1 million in debt instruments. The change in fair value of the outstanding warrants during the six months ended June 30, 2025 was zero compared to a gain of $7.7 million during the six months ended June 30, 2024. The Company had no outstanding warrants during the six months ended June 30, 2025; accordingly, there was no impact on the condensed consolidated statement of operations during this period.

Current wording

Other expense. Other expense includes interest expense and change in the fair value of the warrant liabilities. Interest expense, net for the nine months ended September 30, 2025 was $3.9 million, a decrease of $3.8 million, or (49%), compared to $7.7 million for the nine months ended September 30, 2024. The decrease was primarily attributable to lower debt balances and lower effective interest rates. Since the year ended December 31, 2023, we have repaid a total of $73.3 million in debt instruments. The change in fair value of the outstanding warrants during the nine months ended September 30, 2025 was zero compared to a gain of $7.7 million during the nine months ended September 30, 2024. The Company had no outstanding warrants during the nine months ended September 30, 2025; accordingly, there was no impact on the condensed consolidated statement of operations during this period.

Previous wording

Income tax expense. Income tax expense for the six months ended June 30, 2025 was an expense of $1.2 million, a decrease of $0.2 million, or (13%), compared to $1.4 million tax expense for the six months ended June 30, 2024. The decrease was primarily attributable to mix of income earned in lower taxed jurisdictions.

Current wording

Income tax expense. Income tax expense for the nine months ended September 30, 2025 was an expense of $1.8 million, a decrease of $0.6 million, or (24%), compared to $2.4 million tax expense for the nine months ended September 30, 2024. The decrease was primarily attributable to mix of income earned in lower taxed jurisdictions.

Previous wording

Net income. Net income for the six months ended June 30, 2025 was $35.2 million, a decrease of $1.7 million, or (5%), compared to a net income of $36.9 million for the six months ended June 30, 2024. The $1.7 million decrease in net income was primarily attributable to the non-recurrence of a $7.7 million gain recognized in the prior-year period resulting from the change in the fair value of warrant liabilities. This unfavorable impact was partially offset by a $2.6 million decrease in interest expense and a $3.2 million improvement in income from operations.

Current wording

Net income. Net income for the nine months ended September 30, 2025 was $59.6 million, an increase of $1.1 million, or 2%, compared to a net income of $58.5 million for the nine months ended September 30, 2024. The increase was primarily attributable to a $4.4 million improvement in income from operations and a $3.8 million decrease in interest expense. These favorable impacts were partially offset by the non-recurrence of a $7.7 million gain recognized in the prior-year period related to the change in the fair value of warrant liabilities.

Previous wording

We fund our operations principally with cash flow from operations. Our principal uses for our liquidity have been funding the operations of our health and wellness centers onboard 200 cruise ships and in 51 destination resorts, including associated working capital investment and capital expenditures; capital expenditures in technology and infrastructure assets to enhance our complex global operating platform; debt service, including $2.5 million repayment of our Term Loan Facility; payment of $8.3 million in dividends to shareholders; and purchasing 2,094,000 of our common shares under our 2024 Share Repurchase Program, 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 the operations of our health and wellness centers onboard 204 cruise ships and in 49 destination resorts, including associated working capital investment and capital expenditures; capital expenditures in technology and infrastructure assets to enhance our complex global operating platform; debt service, including $13.8 million repayment of our Term Loan Facility; payment of $12.4 million in dividends to shareholders; and purchasing 2,094,000 of our common shares under our 2024 Share Repurchase Program and 816,028 of our common shares under our 2025 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, 2025 and the six months ended June 30, 2024.

Current wording

The following table shows summary cash flow information for the nine months ended September 30, 2025 and the nine months ended September 30, 2024.

Previous wording

Operating activities. Our net cash provided by operating activities for the six months ended June 30, 2025 and 2024 were $30.4 million and $33.6 million, respectively. This decrease of $3.2 million was due to a change in working capital of ($10.4) million offset by an increase in Net income, net of non-cash items of $7.2 million. The increase in Net income, net of non-cash items was primarily attributable to: (i) increased revenues from a higher number of health and wellness center guests on our existing fleet, expansion of our fleet, and higher guest spend, and (ii) reduced interest expense, which was attributable to lower debt balances. For further discussion, see “Results of Operations”, above. The ($10.4) million change in working capital was attributable to cash outflows of $23.1 million and $12.6 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Operating activities. Our net cash provided by operating activities for the nine months ended September 30, 2025 and 2024 were $63.6 million and $62.2 million, respectively. This increase of $1.3 million was due to a change in working capital of ($8.8) million offset by an increase in Net income, net of non-cash items of $10.1 million. The increase in Net income, net of non-cash items was primarily attributable to: (i) increased revenues from a higher number of health and wellness center guests on our existing fleet, expansion of our fleet, and higher guest spend, and (ii) reduced interest expense, which was attributable to lower debt balances. For further discussion, see “Results of Operations”, above. The ($8.8) million change in working capital was attributable to cash outflows of $23.1 million and $14.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

The $23.1 million cash outflows from working capital for the six months ended June 30, 2025 was primarily driven by (i) a $9.7 million increase in Inventories, reflecting increased purchases due to revenue growth and in anticipation of increased shipments in the third quarter of 2025; (ii) an $8.5 million use of cash related to Accrued expenses; (iii) a $3.2 million increase in Other non-current assets primarily reflecting capitalized contract costs paid to enter into new contracts or to renew long-term contracts; and (iv) a $1.9 million payment for income taxes.

Current wording

The $23.1 million cash outflows from working capital for the nine months ended September 30, 2025 was primarily driven by (i) a $16.5 million increase in Inventories, driven by strategic purchases to secure favorable pricing from certain suppliers ahead of their scheduled annual price increase, as well as to support expanded procurement for new health and wellness centers on cruise line partners’ ships launched during 2025; ii) a $3.7 million increase in Other non-current assets primarily reflecting capitalized contract costs paid to enter into new contracts or to renew long-term contracts; iii) a $2.6 million use of cash related to prepaid expenses; and (iv) a $1.7 million increase in accounts receivable due to higher revenues with respect to the prior year period. These outflows were partially offset by a $4.8 million increase in accounts payable, primarily related to the timing of vendor payments. The remaining changes in working capital, including accrued expenses and other current assets, contributed an additional $3.4 million net use of cash.

Previous wording

The $12.6 million cash outflows from working capital for the six months ended June 30, 2024, was primarily driven by (i) 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; (ii) a $5.1 million increase in accounts receivable due to higher revenues with respect to the prior year period; partially offset by (iii) a decrease in inventory of $4.5 million; (iv) an increase in other long-term liabilities of $7.3 million, which relate to fees accrued to cruise line partners; and (v) a $3.1 million increase in Accounts payable, primarily related to the timing of vendor payments.

Current wording

The $14.3 million cash outflows from working capital for the nine months ended September 30, 2024 was primarily driven by (i) 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; (ii) a $1.5 million increase in accounts receivable due to higher revenues with respect to the prior year period; (iii) a $1.9 million decrease in Accounts payable, primarily related to the timing of vendor payments partially offset by (iv) a decrease in inventory of $4.1 million; and (v) an increase in other long-term liabilities of $7.3 million, which relate to fees accrued to cruise line partners.

Previous wording

Investing activities. Our net cash used in investing activities for the six months ended June 30, 2025 and 2024 were $4.4 million and $2.3 million, respectively. During the six months ended June 30, 2025, we continued to make investments in technology hardware and software, including artificial intelligence, and medi-spa equipment.

Current wording

Investing activities. Our net cash used in investing activities for the nine months ended September 30, 2025 and 2024 were $10.0 million and $3.4 million, respectively. During the nine months ended September 30, 2025, we made investments in leasehold improvements for certain health and wellness centers operated in destination resorts, as well as technology hardware and software (including artificial intelligence) and medi-spa equipment, to support strategic expansion and enhance operational capabilities.

Previous wording

2,094,000 of our common shares, repaid $2.5 million on the Term Loan Facility and paid Dividends of $8.3 million. 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.

Current wording

Financing activities. Our net cash used in by financing activities for the nine months ended September 30, 2025 and 2024 were ($81.7) million and ($37.9) million, respectively. For the nine months ended September 30, 2025, the Company utilized $55.5 million to repurchase 2,910,000 of our common shares, repaid $13.7 million on the Term Loan Facility and paid Dividends of $12.4 million. 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 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.

Previous wording

Our critical accounting policies are included in our 2024 Form 10-K. We believe that there have been no significant changes during the six months ended June 30, 2025 to the critical accounting policies disclosed in our 2024 Form 10-K.

Current wording

Our critical accounting policies are included in our 2024 Form 10-K. We believe that there have been no significant changes during the nine months ended September 30, 2025 to the critical accounting policies disclosed in our 2024 Form 10-K.