OneSpaWorld Announces Reaction to SEC Direction Issued on April 12, 2021 Relevant to Accounting for Warrants Issued by Particular Reason Acquisition Firms (“SPACs”)
OneSpaWorld Holdings Confined (NASDAQ: OSW) (“OneSpaWorld,” or the “Firm”), the pre-eminent world-wide company of wellbeing and wellness products and services and items on board cruise ships and in place resorts close to the earth, announced right now in a Existing Report on Variety 8-K, that as a final result of recent guidance issued by the Division of Company Finance of the Securities and Trade Fee (the “SEC”) on April 12, 2021 about the accounting and economical reporting of warrants issued by SPACs (“the Staff Statement”), it will restate its formerly issued consolidated monetary statements to alter the accounting procedure of its 2019 general public and non-public warrants and 2020 warrants (collectively, the “Warrants”). These consolidated fiscal statements are integrated in the Company’s previously submitted Type 10-K for the years ended December 31, 2020 and 2019, and the interval from March 20, 2019 through December 31, 2019 (the “Successor Period”) and the Company’s unaudited condensed consolidated money statements for the quarterly durations finished March 31, 2020 and 2019, June 30, 2020 and 2019, and September 30, 2020 and 2019, included in the Company’s formerly filed Quarterly Studies on Kind 10-Q for this kind of intervals (collectively, the “Affected Periods”).
The Company has decided that (i) on issuance on March 19, 2019 of the 2019 non-public warrants, (ii) on issuance of the Non-Voting Prevalent Shares on June 12, 2020, and (iii) upon issuance on June 12, 2020 of the 2020 warrants, the warrants must be accounted for as liabilities calculated at truthful worth with non-money reasonable benefit adjustments recorded in the willpower of web money (loss) for every single reporting interval all through which Warrants are liabilities. OneSpaWorld built its dedication to restate the economic statements included by the Impacted Durations (the “Restatement”) based mostly on its thought of the Personnel Assertion, unbiased valuation of the Warrants, and information of its unbiased registered community accounting company and counsel, between other elements.
As a result of the Restatement, it is anticipated that the Company’s liabilities as of December 31, 2020 and 2019 will boost by involving $103 million and $107 million, and $54 million and $58 million, respectively, and its web reduction will improve for the 12 months finished December 31, 2020 and the period from March 20, 2019 by way of December 31, 2019 (Successor) by involving $5 million and $9 million, and $18 million and $22 million, respectively.
All estimated amounts contained in this report are preliminary and are issue to improve as administration completes the Company’s Sort 10-K/A. The Company’s impartial registered general public accounting organization has not audited or reviewed these estimates and ranges. An audit of once-a-year money statements and/or overview of quarterly money statements could outcome in material changes to these estimates and ranges. Even further particulars and remediation programs will be bundled in the Company’s Kind 10-K/A.
The Organization intends to instantly file restated money statements for the yr finished December 31, 2020 and the Successor Interval from March 20, 2019 by December 31, 2019 in the Kind 10-K/A. The suitable unaudited interim fiscal data for every single of the quarters ended in the course of the calendar year ended December 31, 2020 and the 2019 Successor Time period also will be restated in the Kind 10-K/A.
The Firm expects that there will be no influence to its traditionally described cash and money equivalents or adjusted EBITDA attributable to the Impacted Durations due to this restatement. In addition, the Business thinks that the change in the accounting treatment of the Warrants will have no influence on OneSpaWorld’s present and potential business enterprise operations, competitive place or small business tactic.
About OneSpaWorld
Headquartered in Nassau, Bahamas, OneSpaWorld is just one of the premier wellness and wellness expert services companies in the world. OneSpaWorld’s distinguished health and fitness and wellness facilities present guests a complete suite of premium well being, wellness, health and fitness and beauty providers, treatment options, and products now onboard 160 cruise ships and at 53 spot resorts close to the world. OneSpaWorld holds the major market situation within just the historically rapid-increasing intercontinental leisure market place and has been constructed on its excellent services specifications, expansive worldwide recruitment, teaching and logistics platforms, and a background of services and product or service innovation that has improved its guests’ personal care ordeals whilst vacationing for over 50 several years.
On March 19, 2019, OneSpaWorld done a series of mergers pursuant to which OSW Predecessor (“OSW”), comprised of immediate and oblique subsidiaries of Steiner Leisure Ltd., and Haymaker Acquisition Corp. (“Haymaker”), a specific goal acquisition firm, just about every became indirect wholly owned subsidiaries of OneSpaWorld (the “Company Mix”). Haymaker is the acquirer and OSW Predecessor the predecessor, whose historic final results have turn out to be the historic success of OneSpaWorld. The running outcomes offered for the existing quarter and year-to-day period of time reflect the running success of all the companies obtained in the Small business Mix.
Forward-Hunting Statements
This push launch involves “ahead-seeking statements” inside the indicating of the “safe and sound harbor” provisions of the Private Securities Litigation Reform Act of 1995. The anticipations, estimates, and projections of the Firm may possibly vary from its actual final results and for that reason, you should really not rely on these ahead-searching statements as predictions of long term events. Text this kind of as “count on,” “estimate,” “project,” “price range,” “forecast,” “foresee,” “intend,” “plan,” “may possibly,” “will,” “could,” “ought to,” “believes,” “predicts,” “likely,” “proceed,” or the negative or other variants thereof and comparable expressions are intended to recognize these types of forward-wanting statements. These forward-looking statements include, without having limitation, expectations with respect to potential functionality of the Enterprise, which includes projected fiscal details (which is not audited or reviewed by the Company’s auditors), and the future ideas, operations and opportunities for the Business and other statements that are not historical specifics. These statements are centered on the present expectations of the Company’s administration and are not predictions of genuine effectiveness. These ahead-wanting statements require sizeable threats and uncertainties that could result in the real benefits to differ materially from the predicted results. Components that could trigger such dissimilarities incorporate, but are not minimal to: the impact of the COVID-19 pandemic on our small business and our final results of operation and liquidity for the foreseeable long term the need for the Company’s products and services jointly with the possibility that the Company might be adversely afflicted by other financial, company, and/or competitive aspects or variations in the business enterprise ecosystem in which the Enterprise operates variations in consumer choices or the marketplace for the Company’s companies improvements in applicable rules or polices the availability or level of competition for opportunities for growth of the Company’s business enterprise troubles of controlling development profitably the reduction of one particular or far more members of the Company’s administration staff loss of a key client and other risks and uncertainties bundled from time to time in the Company’s studies (like all amendments to those people studies) filed with the SEC. The Business cautions that the foregoing record of components is not special. You need to not place undue reliance upon any forward-hunting statements, which converse only as of the date manufactured. The Organization does not undertake or take any obligation or endeavor to release publicly any updates or revisions to any ahead-looking statements to reflect any alter in its anticipations or any improve in gatherings, situations, or situations on which any such assertion is primarily based, other than as necessary by law. These ahead-wanting statements should not be relied on as representing the Company’s assessments as of any date subsequent to the date of this conversation.
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