OneSpaWorld Announces Reaction to SEC Steering Issued on April 12, 2021 Relevant to Accounting for Warrants Issued by Particular Purpose Acquisition Firms (“SPACs”)
NASSAU, Bahamas–(Business WIRE)–OneSpaWorld Holdings Constrained (NASDAQ: OSW) (“OneSpaWorld,” or the “Company”), the pre-eminent worldwide service provider of well being and wellness products and services and products on board cruise ships and in destination resorts all around the world, announced currently in a Recent Report on Type 8-K, that as a end result of modern assistance issued by the Division of Company Finance of the Securities and Trade Commission (the “SEC”) on April 12, 2021 regarding the accounting and economic reporting of warrants issued by SPACs (“the Personnel Statement”), it will restate its previously issued consolidated financial statements to change the accounting treatment of its 2019 public and non-public warrants and 2020 warrants (collectively, the “Warrants”). These consolidated economical statements are bundled in the Company’s beforehand filed Sort 10-K for the years finished December 31, 2020 and 2019, and the interval from March 20, 2019 by means of December 31, 2019 (the “Successor Period”) and the Company’s unaudited condensed consolidated fiscal statements for the quarterly periods ended March 31, 2020 and 2019, June 30, 2020 and 2019, and September 30, 2020 and 2019, bundled in the Company’s formerly filed Quarterly Studies on Variety 10-Q for this sort of periods (with each other, the “Affected Periods”).
The Enterprise has established that (i) upon issuance on March 19, 2019 of the 2019 non-public warrants, (ii) on issuance of the Non-Voting Frequent Shares on June 12, 2020, and (iii) on issuance on June 12, 2020 of the 2020 warrants, the warrants really should be accounted for as liabilities measured at good worth with non-dollars fair benefit changes recorded in the dedication of net earnings (reduction) for each individual reporting time period throughout which Warrants are liabilities. OneSpaWorld produced its dedication to restate the monetary statements included by the Influenced Durations (the “Restatement”) centered on its thing to consider of the Workers Assertion, unbiased valuation of the Warrants, and tips of its independent registered community accounting organization and counsel, between other aspects.
As a end result of the Restatement, it is anticipated that the Company’s liabilities as of December 31, 2020 and 2019 will improve by concerning $103 million and $107 million, and $54 million and $58 million, respectively, and its internet loss will raise for the 12 months ended December 31, 2020 and the time period from March 20, 2019 as a result of December 31, 2019 (Successor) by among $5 million and $9 million, and $18 million and $22 million, respectively.
All believed amounts contained in this report are preliminary and are topic to change as administration completes the Company’s Sort 10-K/A. The Company’s impartial registered community accounting business has not audited or reviewed these estimates and ranges. An audit of annual money statements and/or evaluate of quarterly money statements could result in content variations to these estimates and ranges. More information and remediation plans will be included in the Company’s Kind 10-K/A.
The Business intends to immediately file restated economic statements for the yr finished December 31, 2020 and the Successor Period from March 20, 2019 through December 31, 2019 in the Type 10-K/A. The pertinent unaudited interim economical information for every of the quarters ended during the yr ended December 31, 2020 and the 2019 Successor Time period also will be restated in the Sort 10-K/A.
The Enterprise expects that there will be no impact to its historically reported dollars and dollars equivalents or altered EBITDA attributable to the Impacted Durations because of to this restatement. In addition, the Organization believes that the change in the accounting treatment of the Warrants will have no result on OneSpaWorld’s existing and foreseeable future business enterprise operations, competitive posture or small business technique.
About OneSpaWorld
Headquartered in Nassau, Bahamas, OneSpaWorld is one of the greatest wellbeing and wellness companies organizations in the entire world. OneSpaWorld’s distinguished wellness and wellness centers provide visitors a thorough suite of high quality wellbeing, wellness, health and fitness and natural beauty solutions, therapies, and items presently onboard 160 cruise ships and at 53 vacation spot resorts all around the world. OneSpaWorld holds the primary sector placement in the traditionally rapid-growing international leisure market place and has been designed on its extraordinary support specifications, expansive world-wide recruitment, instruction and logistics platforms, and a record of assistance and product or service innovation that has improved its guests’ particular treatment ordeals when vacationing for in excess of 50 years.
On March 19, 2019, OneSpaWorld concluded a sequence of mergers pursuant to which OSW Predecessor (“OSW”), comprised of direct and indirect subsidiaries of Steiner Leisure Ltd., and Haymaker Acquisition Corp. (“Haymaker”), a unique function acquisition corporation, each grew to become oblique wholly owned subsidiaries of OneSpaWorld (the “Business Combination”). Haymaker is the acquirer and OSW Predecessor the predecessor, whose historic outcomes have develop into the historical outcomes of OneSpaWorld. The running success presented for the recent quarter and calendar year-to-date time period replicate the operating final results of all the businesses acquired in the Enterprise Blend.
Ahead-Wanting Statements
This push launch features “forward-seeking statements” in the meaning of the “safe harbor” provisions of the Personal Securities Litigation Reform Act of 1995. The anticipations, estimates, and projections of the Organization may well differ from its actual results and therefore, you should really not rely on these forward-on the lookout statements as predictions of foreseeable future functions. Phrases such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” or the negative or other variants thereof and related expressions are supposed to determine these kinds of ahead-looking statements. These forward-searching statements contain, without the need of limitation, anticipations with regard to foreseeable future functionality of the Company, together with projected money data (which is not audited or reviewed by the Company’s auditors), and the long run plans, operations and opportunities for the Business and other statements that are not historic points. These statements are centered on the existing expectations of the Company’s management and are not predictions of true general performance. These forward-seeking statements contain major pitfalls and uncertainties that could induce the true results to vary materially from the anticipated outcomes. Variables that could cause these variations consist of, but are not restricted to: the effect of the COVID-19 pandemic on our organization and our outcomes of procedure and liquidity for the foreseeable upcoming the demand from customers for the Company’s expert services collectively with the chance that the Organization may be adversely affected by other economic, small business, and/or aggressive variables or adjustments in the company natural environment in which the Organization operates changes in purchaser tastes or the marketplace for the Company’s companies modifications in relevant guidelines or polices the availability or opposition for prospects for growth of the Company’s small business challenges of running advancement profitably the loss of one or additional users of the Company’s management workforce decline of a major buyer and other hazards and uncertainties incorporated from time to time in the Company’s reports (which include all amendments to individuals reviews) submitted with the SEC. The Firm cautions that the foregoing list of things is not distinctive. You must not spot undue reliance on any ahead-hunting statements, which talk only as of the day designed. The Corporation does not undertake or take any obligation or undertaking to release publicly any updates or revisions to any forward-on the lookout statements to mirror any modify in its anticipations or any change in activities, disorders, or situation on which any this sort of statement is based mostly, except as necessary by law. These ahead-hunting statements must not be relied on as representing the Company’s assessments as of any day subsequent to the date of this communication.