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Onespaworld Annual Report 2020 Annual Onespaworld

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Onespaworld Annual Report 2020 Annual Onespaworld GENERAL INFORMATION Independent Auditors Ernst & Young LLP, 700 NW 1st Ave, Suite 1500, Miami, Florida 33136 ONESPAWORLD ANNUALONESPAWORLD ANNUAL REPORT REPORT 2020 2020 Transfer Agent Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, 800-509-5586 [email protected] Share Trading The Company’s common shares are traded on the Nasdaq Capital Market under the symbol OSW Copies of Documents Additional copies of this Annual Report, or the Company’s Form 10-K, may be obtained without charge by any shareholder upon request to the Company’s Secretary at OneSpaWorld Holdings Limited, c/o One Spa World LLC, 770 South Dixie Highway, Suite 200, Coral Gables, Florida 33146 Annual Meeting of Shareholders Wednesday, June 9, 2021, 12:30 pm Eastern Daylight Time www.virtualshareholdermeeting.com/OSW2021 ONESPAWORLD ANNUAL REPORT 2020 ONESPAWORLD LEADERSHIP Leonard Fluxman Executive Chairman and Chief Executive Officer Steven J. Heyer Lead Director Maryam Banikarim Director Glenn J. Fusfield Director Adam Hasiba Director Andrew R. Heyer Director Marc Magliacano Director Walter F. McLallen Director Stephen W. Powell Director Jeffrey E. Stiefler Director Stephen Lazarus Chief Financial Officer and Chief Operating Officer Susan Bonner Chief Commercial Officer A world of wellness, beauty, rejuvenation, and transformation AS THE TRAVEL AND TOURISM INDUSTRY PREPARES FOR CRUISING TO RESUME SERVICE, THERE IS NOT A MORE APPROPRIATE TIME TO REFLECT ON THE TENACITY AND RESILIENCE OF ONESPAWORLD, WHICH HAS OPERATED AT SEA AND ON LAND FOR 65 YEARS. This milestone also commemorates several ensure the safety of our shipboard and resort company brand celebrations, including the personnel in 2020. 40th anniversary of London Wellness Academy, the 25th anniversaries of Mandara Spa and Bliss The year included several noteworthy Spa, and the 20th anniversary of TIMETOSPA.COM. accomplishments. To this end: Our longevity is a testament to our expertise, unparalleled service, and product offerings, and We ended the year with $62.2 million in cash and commitment to the industry, our partners, and availability on our credit facility, providing us with shareholders. the resources necessary to sustain operations with no significant voyages through March 2022. At the start of fiscal 2020, we had expected a We accomplished this by taking actions to preserve strong year of growth and record voyages, which liquidity through reductions in expenses and were paused on March 14th due to global health capital investment. In addition, our shareholders events. For the balance of the year, the majority approved an equity financing that provided us of our operations remained shuttered, marking $69 million in net proceeds, and we added the most challenging period in our history. $11.6 million in cash from the sale of 1.3 million shares as part of our $50 million “at-the-market” I am proud of our team’s efforts, as their passion, equity offering program. commitment, and ability to quickly adapt to the unprecedented environment enabled us to We focused on new innovation to meet and navigate this extraordinary period. We prioritized exceed all pre- and post-COVID-19 guest needs the health and safety of our staff, ensured we had as we resume operations. These efforts included ample liquidity to operate for an extended period increasing our protection, sanitization, and culture of time with no significant voyages, and continued standards, while aligning staffing with return our relentless focus on innovation in our services, dates and load factors. We also stress tested guest experiences, and products intended to for shipboard readiness and created content for provide a safe and welcoming environment across new service requirements. our health and wellness centers as operations resume. I am extremely appreciative of our cruise As we await return to service, we are identifying line and destination resort spa partners and each revenue opportunities and cost savings within our of our corporate employees for their efforts to onboard offerings and have successfully engaged our key partners for deeper collaboration. In summary, we remain confident that the strength of our operating platform, advantageous business We expanded our talent with the addition model, and successful track record at winning of Susan Bonner as Chief Commercial Officer. new contracts positions us well to expand our Susan joined our executive leadership team 91% market share in the outsourced maritime in October 2020 and has global responsibility health and wellness market despite the challenging for overseeing the success direction, planning, environment. In the year ahead, we will continue and execution of all aspects of our revenue to swiftly adapt our action plan to steer through and operating initiatives to further accelerate this difficult time, and we are ready to accelerate our growth. our operations as voyages resume. Our objective is to return to our historical track record of delivering The year also saw Glenn Fusfield announce consistent, profitable growth, and we believe the his retirement as Chief Executive Officer. His best years lie ahead for our company and our responsibilities and title transitioned to me on stakeholders. March 31, 2021. Glenn contributed greatly to the success of our business and strategy during his On behalf of our Board of Directors, management 20 years with the company. While he is no longer and employees, thank you for your interest in and managing operations day-to-day, Glenn remains support of OneSpaWorld. a member of our Board of Directors. Sincerely, Operations Update: As we prepare for a significant number of cruise lines to return to service in the next 90 days, our operations remain limited with one cruise line vessel sailing and 44 destination resort spas open at the end of March 2021. In addition to the 159 vessels we expect to come back into service over the next 24 months, we are excited by the prospects of having 24 new vessels being Leonard Fluxman introduced into service by our cruise line Executive Chairman and Chief Executive Officer partners by year-end 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38843 OneSpaWorld Holdings Limited (Exact name of registrant as specified in its charter) Commonwealth of The Bahamas Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Harry B. Sands, Lobosky Management Co. Ltd. Office Number 2 Pineapple Business Park Airport Industrial Park P.O. Box N-624 Nassau, Island of New Providence, Commonwealth of The Bahamas Not Applicable (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: (242) 356-0006 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class Trading Symbol(s) which registered Common Shares, par value (U.S.) $0.0001 per share OSW The Nasdaq Capital Market Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No The aggregate market value of the registrant’s common shares held by non-affiliates was $255,095,708 as of June 30, 2020, based on the closing price of the common stock on the Nasdaq Capital Market on June 30, 2020, which is the last business day of the registrant’s most recently completed second fiscal quarter. Shares of the registrant’s common stock held by each director and executive officer and by each entity or person that, to the registrant’s knowledge, owned 10% or more of the registrant’s outstanding common shares as of June 30, 2020 have been excluded from this number in that these persons may be deemed affiliates of the registrant.
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