OneSpaWorld Holdings Limited (OSW) 10-Q31 Oct 242024 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Oct. 28, 2024
Document and Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	OneSpaWorld Holdings Limited
Entity Central Index Key	0001758488
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		103,981,942
Entity Incorporation, State or Country Code	C5
Entity Tax Identification Number	00-0000000
Entity File Number	001-38843
Entity Address, Address Line One	Office Number 2
Entity Address, Address Line Two	Pineapple Business ParkAirport Industrial Park
Entity Address, Address Line Three	P.O. Box N-624
Entity Address, City or Town	Nassau, Island of New Providence
Entity Address, Country	BS
Entity Address, Postal Zip Code	00000
City Area Code	242
Local Phone Number	322-2670
Title of 12(b) Security	Common Shares, par value (U.S.)$0.0001 per share
Trading Symbol	OSW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 48,795	$ 27,704
Restricted cash	1,198	1,198
Accounts receivable, net	42,245	40,784
Inventories, net	43,398	47,504
Prepaid expenses	4,327	3,172
Other current assets	4,765	6,360
Total current assets	144,728	126,722
Property and equipment, net	15,503	15,006
Operating lease right-of-use assets, net	14,629	12,132
Intangible assets, net	534,536	546,968
OTHER ASSETS:
Deferred tax asset	2,340	2,340
Other non-current assets	22,293	2,972
Total other assets	24,633	5,312
Total assets	734,029	706,140
LIABILITIES:
Accounts payable	29,829	31,705
Accrued expenses	42,013	45,991
Current portion of operating leases	2,500	2,264
Current portion of long-term debt	3,750
Other current liabilities	675	899
Total current liabilities	78,767	80,859
Warrant liabilities		20,400
Other long-term liabilities	7,793	2,449
Long-term operating leases	12,433	10,156
Long-term debt, net	94,917	158,207
Total liabilities	193,910	272,071
Commitments and contingencies (Note 12)
Common stock:
Additional paid-in capital	835,230	777,062
Accumulated deficit	(294,277)	(344,458)
Accumulated other comprehensive (loss) income	(844)	1,455
Total shareholders' equity	540,119	434,069
Total liabilities and shareholders' equity	734,029	706,140
Voting Common Stock [Member]
Common stock:
Common stock	$ 10	$ 10

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - Voting Common Stock [Member] - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	225,000,000	225,000,000
Common stock, shares issued	103,981,942	99,734,672
Common stock, shares outstanding	103,981,942	99,734,672

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
REVENUES:
Revenues	$ 241,696	$ 216,271	$ 677,813	$ 599,239
COST OF REVENUES AND OPERATING EXPENSES:
Administrative	4,238	4,673	13,035	12,762
Salary, benefits and payroll taxes	8,556	9,833	26,279	27,708
Amortization of intangible assets	4,144	4,206	12,431	12,618
Total cost of revenues and operating expenses	216,683	199,317	616,984	557,685
Income from operations	25,013	16,954	60,829	41,554
OTHER (EXPENSE) INCOME
Interest expense, net	(2,496)	(3,726)	(7,672)	(12,688)
Change in fair value of warrant liabilities		7,365	7,677	(26,736)
Total other (expense) income	(2,496)	3,639	5	(39,424)
Income before income tax expense (benefit)	22,517	20,593	60,834	2,130
INCOME TAX EXPENSE (BENEFIT)	966	(2,818)	2,358	(2,200)
NET INCOME	$ 21,551	$ 23,411	$ 58,476	$ 4,330
NET INCOME PER SHARE
Basic	$ 0.21	$ 0.23	$ 0.56	$ 0.04	[1]
Diluted	$ 0.2	$ 0.16	$ 0.56	$ 0.04	[1]
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic	104,884	99,963	103,824	96,975	[1]
Diluted	105,587	101,369	104,762	96,975	[1]
Service [Member]
REVENUES:
Revenues	$ 194,407	$ 175,849	$ 547,462	$ 489,204
COST OF REVENUES AND OPERATING EXPENSES:
Cost of Revenue	159,598	146,128	454,424	409,648
Product [Member]
REVENUES:
Revenues	47,289	40,422	130,351	110,035
COST OF REVENUES AND OPERATING EXPENSES:
Cost of Revenue	$ 40,147	$ 34,477	$ 110,815	$ 94,949

[1] Potential common shares under the treasury stock method and the if-converted method were antidilutive because the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted income per share related to stock-based awards and warrants.

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Other Comprehensive Income [Abstract]
Net income	$ 21,551	$ 23,411	$ 58,476	$ 4,330
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	263	(126)	148	110
Net unrealized (loss) gain on derivative	(42)	240	300	1,062
Amount realized and reclassified into earnings	(855)	(936)	(2,747)	(2,530)
Total other comprehensive loss, net of tax	(634)	(822)	(2,299)	(1,358)
Total comprehensive income	$ 20,917	$ 22,589	$ 56,177	$ 2,972

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Common Stock [Member]	Common Stock [Member] Voting Common Stock [Member]	Common Stock [Member] Non-Voting Common Stock [Member]	Common Stock [Member] Voting and Non-Voting Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated other comprehensive (loss) income	Accumulated Deficit [Member]
BALANCE at Dec. 31, 2022	$ 365,809				$ 9	$ 700,612	$ 3,797	$ (338,609)
BALANCE (In Shares) at Dec. 31, 2022			79,544	13,422
Net income	4,330							4,330
Stock-based compensation	7,045					7,045
Foreign currency translation adjustment	110						110
Unrecognized gain (loss) on derivatives	(1,468)						(1,468)
Cashless exercise of Warrants/ 2020 PIPE Warrants (In Shares)			84	2,123
Cashless exercise of Warrants/ 2020 PIPE Warrants	24,370					24,370
Common shares issued under equity incentive plan, Shares			690
Exchange of warrants into common shares	45,261				1	45,260
Exchange of warrants into common shares, Shares			3,854
Exercise of warrants	2,620					2,620
Common shares issued due to warrants exercised, Shares			194
Conversion of non-voting common shares into voting common shares (In Shares)			15,545	(15,545)
BALANCE at Sep. 30, 2023	448,077				10	779,907	2,439	(334,279)
BALANCE (In Shares) at Sep. 30, 2023			99,911
BALANCE at Jun. 30, 2023	422,856				10	777,275	3,261	(357,690)
BALANCE (In Shares) at Jun. 30, 2023			99,470
Net income	23,411							23,411
Stock-based compensation	2,197					2,197
Foreign currency translation adjustment	(126)						(126)
Unrecognized gain (loss) on derivatives	(696)						(696)
Cashless exercise of Warrants/ 2020 PIPE Warrants (In Shares)			31
Cashless exercise of Warrants/ 2020 PIPE Warrants	435					435
Common shares issued under equity incentive plan, Shares			410
BALANCE at Sep. 30, 2023	448,077				$ 10	779,907	2,439	(334,279)
BALANCE (In Shares) at Sep. 30, 2023			99,911
BALANCE at Dec. 31, 2023	434,069	$ 10				777,062	1,455	(344,458)
BALANCE (In Shares) at Dec. 31, 2023		99,735
Net income	58,476							58,476
Stock-based compensation	6,163					6,163
Foreign currency translation adjustment	148						148
Unrecognized gain (loss) on derivatives	(2,447)						(2,447)
Repurchase and retirement of common shares (In Shares)		(1,351)
Repurchase and retirement of common shares, Value	(18,988)					(10,693)		(8,295)
Dividends	(4,172)					(4,172)
Accrued dividends cancelled on common stock	2,449					2,449
Exercise of Sponsor and Public Warrants (In Shares)		4,503
Exercise of Sponsor and Public Warrants	57,628					57,628
Cashless exercise of Warrants/ 2020 PIPE Warrants (In Shares)		497
Cashless exercise of Warrants/ 2020 PIPE Warrants	6,793					6,793
Common shares issued under equity incentive plan, Shares		598
BALANCE at Sep. 30, 2024	540,119	$ 10				835,230	(844)	(294,277)
BALANCE (In Shares) at Sep. 30, 2024		103,982
BALANCE at Jun. 30, 2024	532,651	$ 10				843,416	(210)	(310,565)
BALANCE (In Shares) at Jun. 30, 2024		104,714
Net income	21,551							21,551
Stock-based compensation	1,974					1,974
Foreign currency translation adjustment	263						263
Unrecognized gain (loss) on derivatives	(897)						(897)
Repurchase and retirement of common shares (In Shares)		(745)
Repurchase and retirement of common shares, Value	(11,251)					(5,988)		(5,263)
Dividends	(4,172)					(4,172)
Common shares issued due to warrants exercised, Shares		13
BALANCE at Sep. 30, 2024	$ 540,119	$ 10				$ 835,230	$ (844)	$ (294,277)
BALANCE (In Shares) at Sep. 30, 2024		103,982

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Proceeds from exercise of warrants		$ 51,698,000	$ 2,216,000
Cashless exercise of Warrants/ 2020 PIPE Warrants	$ 435,000	6,793,000	24,370,000
Additional Paid-in Capital [Member]
Cashless exercise of Warrants/ 2020 PIPE Warrants	$ 435,000	6,793,000	$ 24,370,000
Sponsor and Public Warrants [Member]
Proceeds from exercise of warrants		$ 51,700

CONDENSED CONSOLIDATED STATEM_5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 58,476	$ 4,330
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	18,090	16,498
Amortization of deferred financing costs	704	1,226
Losses on early extinguishment of debt	735
Change in fair value of warrant liabilities	(7,677)	26,736
Stock-based compensation	6,163	7,045
Income tax benefit from change in reserve of uncertain tax positions		(3,440)
Provision for doubtful accounts	14	55
Loss from write-offs of property and equipment	67	20
Noncash lease expense	16	61
Deferred income taxes		227
Changes in:
Accounts receivable, net	(1,475)	(14,191)
Inventories, net	4,106	(4,008)
Prepaid expenses	(1,155)	(1,123)
Other current assets	(392)	150
Other non-current assets	(22,100)	(364)
Accounts payable	(1,876)	7,490
Accrued expenses	1,442	6,164
Other current liabilities	(224)	(67)
Income tax contingency		(472)
Other long-term liabilities	7,333
Net cash provided by operating activities	62,247	46,337
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(3,433)	(2,871)
Net cash used in investing activities	(3,433)	(2,871)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of warrants	51,698	2,216
Proceeds from term loan facility	100,000
Repurchase of common shares	(18,988)
Repayment on term loan facilities	(159,639)	(51,042)
Dividends	(4,172)
Payment of deleveraging fee on term loan facilities	(5,420)
Payment of deferred financing costs	(1,340)
Net cash used in financing activities	(37,861)	(48,826)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	138	98
Net increase (decrease) in cash, cash equivalents and restricted cash	21,091	(5,262)
Cash, cash equivalents and restricted cash, Beginning of period	28,902	33,262
Cash, cash equivalents and restricted cash, End of period	49,993	28,000
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income taxes	3,110	746
Interest	9,678	17,494
Non-cash financing transactions:
Exchange of warrants into common shares		45,261
Non cash exercise of warrants	6,793	$ 24,370
Accrued dividends cancelled on common stock	$ 2,449

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 21,551	$ 23,411	$ 58,476	$ 4,330	[1]

[1] Potential common shares under the treasury stock method and the if-converted method were antidilutive because the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted income per share related to stock-based awards and warrants.

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	Stephen Lazarus , the Company’s Chief Financial Officer and Chief Operating Officer , entered into a 10b5-1 trading arrangement intended to satisf y the affirmative defense of Rule 10b5-1(c) on June 13, 2024 . The plan provides for the sale of up to 400,000 shares of the Company's common stock in the period commencing on September 13, 2024 and ending on the earlier of December 31, 2026 or the execution of all trades contemplated by the plan.
Name	Stephen Lazarus
Title	Chief Financial Officer and Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	June 13, 2024
Expiration Date	December 31, 2026
Arrangement Duration	840 days
Aggregate Available	400,000

ORGANIZATION

ORGANIZATION	9 Months Ended
ORGANIZATION	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	1. ORGANIZATION OneSpaWorld Holdings Limited (“OneSpaWorld,” the “Company,” “we,” “us,” or “our”) is an international business company incorporated under the laws of the Commonwealth of The Bahamas. OneSpaWorld is a global provider and innovator in the fields of health and wellness, fitness and beauty. In facilities on cruise ships and in land-based resorts, the Company strives to create a relaxing and therapeutic environment where guests can receive health and wellness, fitness and beauty services and experiences of the highest quality. The Company’s services include traditional and alternative massage, body and skin treatments, fitness, acupuncture, and Medispa treatments. The Company also sells premium quality health and wellness, fitness and beauty products at its facilities and through its timetospa.com website. The predominant business, based on revenues, is sales of services and products on cruise ships and in land-based resorts, followed by sales of products through the timetospa.com website.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation, Principles of Consolidation In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in quarterly financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been omitted or condensed pursuant to the SEC’s rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our unaudited financial position, results of operations and cash flows. The unaudited results of operations and cash flows of our interim periods are not necessarily indicative of the results of operations or cash flows that may be expected for the entire fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Actual results could differ from those estimates. The accompanying unaudited condensed consolidated financial statements include the condensed consolidated balance sheet and statement of operations, comprehensive income, changes in equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation. Restricted Cash These balances include amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of September 30, 2024 and 2023 to the total amount presented in our condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 (in thousands): Balance as of September 30, 2024 2023 Cash and cash equivalents $ 48,795 $ 26,802 Restricted cash 1,198 1,198 Total cash and restricted cash in the condensed consolidated statement of cash flows $ 49,993 $ 28,000 Inventories Inventories, consisting principally of beauty, health and wellness products, are stated at the lower of cost, as determined on a first-in, first-out basis, or market. All inventory balances are comprised of finished goods used in beauty and health and wellness services or held for sale to customers. Inventory reserve is recorded to write down the cost of inventory to the estimated market value. No inventory impairment charge was recorded for the three and nine months ended September 30, 2024 and 2023. Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income adjusted for the change in fair value of warrant liabilities, if the impact is dilutive, by the weighted average number of diluted shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase common shares, and contingently issuable shares. If the Company reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, if their effect is anti-dilutive. Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted income per share is computed by dividing net income by the weighted average number of diluted common shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase common shares. If the Company reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The following table provides details underlying OneSpaWorld’s income per basic and diluted share calculation (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (a) Numerator: Net income $ 21,551 $ 23,411 $ 58,476 $ 4,330 Less change in fair value of in-the-money warrant liabilities — ( 7,400 ) — Net income, adjusted for change in fair value of warrants for diluted earnings per share $ 21,551 $ 16,011 $ 58,476 $ 4,330 Denominator: Weighted average shares outstanding – Basic 104,884 99,963 103,824 96,975 Dilutive effect of warrants — 482 292 — Dilutive effect of stock-based awards 703 924 646 — Weighted average shares outstanding – Diluted 105,587 101,369 104,762 96,975 Net income per voting and non-voting share: Basic $ 0.21 $ 0.23 $ 0.56 $ 0.04 Diluted $ 0.20 $ 0.16 $ 0.56 $ 0.04 (a) Potential common shares under the treasury stock method and the if-converted method were antidilutive because the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted income per share related to stock-based awards and warrants. The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted income per share (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Sponsor Warrants — — — 3,842 Public Warrants — — — 841 2020 PIPE Warrants — — — — Restricted stock units — 105 — 105 Performance stock units 282 — 282 — 282 105 282 4,788 Recent Accounting Pronouncements With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance, to the Company. The following summary of recent accounting pronouncements is not intended to be an exhaustive description of the respective pronouncement. In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included in a segment's reported measure of profit or loss; (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment; and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The Company plans to adopt ASU 2023-07 effective for the annual report on Form 10-K for the year ending December 31, 2024 and subsequent interim periods. The Company is currently assessing the expected impact of the future adoption of this guidance. In December 2023, the FASB issued ASU No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds; (ii) disclosure of the nature, effect and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident; and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance sheet date. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted The Company is currently assessing the expected impact of the future adoption of this guidance.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
INTANGIBLE ASSETS	Sep. 30, 2024
Finite-Lived Intangible Assets, Net [Abstract]
INTANGIBLE ASSETS	3. INTANGIBLE ASSETS Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of September 30, 2024 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Original Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ ( 85,814 ) $ 518,886 39 Destination resort agreements 17,900 ( 7,750 ) 10,150 15 Trade name 6,200 ( 700 ) 5,500 Indefinite-life Licensing agreement 1,000 ( 1,000 ) - 8 $ 629,800 $ ( 95,264 ) $ 534,536 The following is a summary of the Company’s intangible assets as of December 31, 2023 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Original Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ ( 74,186 ) $ 530,514 39 Destination resort agreements 17,900 ( 6,946 ) 10,954 15 Trade name 6,200 ( 700 ) 5,500 Indefinite-life Licensing agreement 1,000 ( 1,000 ) - 8 $ 629,800 $ ( 82,832 ) $ 546,968 The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Amortization expense for the three months ended September 30, 2024 and 2023 was $ 4.1 million and $ 4.2 million, respectively. Amortization expense for the nine months ended September 30, 2024 and 2023 was $ 12.4 million and $ 12.6 million, respectively. Amortization expense is estimated to be $ 16.6 million in each of the next five years beginning in 2024.

LONG-TERM DEBT

LONG-TERM DEBT	9 Months Ended
LONG-TERM DEBT	Sep. 30, 2024
Debt Disclosure [Abstract]
LONG-TERM DEBT	4. LONG-TERM DEBT Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate As of As of September 30, December 31, Maturities Through September 30, December 31, First lien term loan facility — 9.2 % — $ - $ 159,639 Term loan facility 6.9 % — 2029 100,000 - Less: unamortized debt issuance cost ( 1,333 ) ( 1,432 ) Total debt, net of unamortized debt issuance cost $ 98,667 $ 158,207 Less: current portion of long-term debt $ ( 3,750 ) $ - Long-term debt, net $ 94,917 $ 158,207 The following are scheduled principal repayments on long-term debt as of September 30, 2024 for each of the next five years (in thousands): Year ending December 31, Amount 2024 $ - 2025 5,000 2026 5,000 2027 5,000 2028 5,000 Thereafter 80,000 Total $ 100,000 On September 20, 2024 (the “Closing Date”), the Company and its subsidiaries, Dory Acquisition Sub, Inc. (“Dory Acquisition”) and OneSpaWorld (Bahamas) Limited (“OneSpaWorld Bahamas” and together with Dory Acquisition, the “Borrowers”), entered into a credit agreement (the “New Credit Agreement”) with Bank of America, N.A., as administrative agent, and certain lenders party thereto, providing for senior secured credit facilities consisting of (x) a term loan facility of $ 100 million (of which $ 70 million was borrowed by Dory Acquisition and $ 30 million was borrowed by OneSpaWorld Bahamas) (the “Term Loan Facility”), which was fully drawn on the Closing Date, and (y) a revolving loan facility of up to $ 50 million (the “Revolving Facility” and, together with the Term Loan Facility, the “Credit Facilities”), which Revolving Facility remained undrawn upon the closing of the Credit Facilities and as of September 30, 2024. The Revolving Facility includes borrowing capacity available for letters of credit up to $ 5 million. Any issuance of letters of credit reduces the amount available under the Revolving Facility. The Credit Facilities mature on September 20, 2029 . Loans outstanding under the Credit Facilities will accrue interest at a rate per annum equal to Term SOFR plus a margin of 1.90 %, with three step ups to a maximum margin of 2.65 % depending on the most recent consolidated leverage ratio of the Company and its restricted subsidiaries, and undrawn amounts under the Revolving Facility will accrue a commitment fee at a rate per annum of 0.25 % on the average daily undrawn portion of the commitments thereunder, with three step ups to a maximum commitment fee of 0.40 % depending on the most recent consolidated leverage ratio of the Company and its restricted subsidiaries. The obligations under the Credit Facilities are guaranteed by the Company and each of its direct or indirect wholly-owned subsidiaries other than certain excluded subsidiaries (the “Subsidiary Guarantors”). The obligations of the Company, the Borrowers and the Subsidiary Guarantors under the Credit Facilities are secured by substantially all of their assets. The Term Loan Facility requires the Borrowers to make certain mandatory prepayments, with (i) 100 % of net cash proceeds of all non-ordinary course asset sales or other dispositions of property, subject to the ability to reinvest such proceeds and certain other exceptions, and (ii) 100 % of the net cash proceeds of any debt incurrence, other than debt permitted under the definitive agreements (but excluding debt incurred to refinance the Credit Facilities). The Borrowers also are required to make quarterly amortization payments equal to 1.25 % of the original principal amount of the Term Loan Facility commencing on March 31, 2025 (subject to reductions by optional and mandatory prepayments of the loans). The Borrowers may prepay the Credit Facilities at any time without premium or penalty, subject to payment of customary breakage costs. The New Credit Agreement contains a financial covenant requiring the Company and its restricted subsidiaries to maintain a maximum consolidated total leverage ratio of 4.00 to 1.00 , subject to certain exceptions, and a minimum fixed charge coverage ratio of 1.25 to 1.00 . Additionally, the New Credit Agreement contains a number of customary negative covenants that restrict, among other things and in each case subject to specified exceptions, the Company's and its restricted subsidiaries' ability to: consummate consolidations, mergers and sales of assets; grant certain liens; incur additional debt; pay certain dividends; and engage in transactions with affiliates. The New Credit Agreement also contains certain customary representations and warranties, affirmative covenants and events of default. If an event of default occurs, the lenders under the Credit Facilities are entitled to take various actions, including the acceleration of amounts due under the Credit Facilities and all actions permitted to be taken by a secured creditor. The proceeds from the Credit Facilities were used, together with cash on hand, to repay in full the remaining principal balance of the First Lien Term Loan Facility and to pay related financing costs of the Credit Facilities. Accordingly, as of September 30, 2024, our First Lien Term Loan Facility has been fully paid and terminated. The Company recorded a loss on early extinguishment of debt of $ 0.7 million. This amount is reflected as part of the interest expense, net on the condensed consolidated statement of operations. Borrowing Capacity: As of September 30, 2024, our available borrowing capacity under the Revolving Facility was $ 50 million. Utilization of the borrowing capacity was as follows (in thousands): Borrowing Capacity Amount Borrowed Revolving Facility $ 50,000 $ -

WARRANT LIABILITIES AND EQUITY

WARRANT LIABILITIES AND EQUITY	9 Months Ended
WARRANT LIABILITIES AND EQUITY	Sep. 30, 2024
Equity and Warrant Liabilities [Abstract]
WARRANT LIABILITIES AND EQUITY	5. WARRANT LIABILITIES AND EQUITY Sponsor and Public Warrants As of December 31, 2023, 3,823,847 and 841,414 , respectively, Sponsor and Public Warrants were issued and outstanding. During the first quarter of 2024, certain holders of the Sponsor and Public Warrants elected to exercise 4,502,970 warrants for which the Company issued 4,502,970 common shares. Net cash proceeds from the exercise of the warrants amounted to $ 51.7 million. Immediately prior to the exercises, the Sponsor and Public Warrants exercised were remeasured to fair value, resulting in a gain of $ 7.4 million in "Change in fair value of warrant liabilities" on the condensed consolidated statement of operations for the nine months ended September 30, 2024 and Warrant liabilities of $ 5.9 million, which was then reclassified to Additional paid-in capital on the condensed consolidated balance sheet as of September 30, 2024. The Sponsor and Public Warrants expired on March 19, 2024 and there were no amounts outstanding as of September 30, 2024. 2020 PIPE Warrants As of September 30, 2024 and December 31, 2023, zero and 828,334 , respectively, 2020 PIPE Warrants were issued and outstanding. During the first quarter of 2024, certain holders of the 2020 PIPE Warrants elected to exercise 806,667 warrants on a cashless basis pursuant to the agreements governing the warrants, in exchange for which the Company issued 484,040 common shares. During the second quarter of 2024, one holder of the 2020 PIPE Warrants elected to exercise 21,667 warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 13,625 common shares on July 1, 2024. Immediately prior to the exchanges, the 2020 PIPE Warrants exercised were remeasured to fair value, resulting in a gain of $ 0.3 million in "Change in fair value of warrant liabilities" on the condensed consolidated statement of operations for the nine months ended September 30, 2024 and Warrant liabilities of $ 6.8 million, which was then reclassified to Additional paid-in capital on the condensed consolidated balance sheet as of September 30, 2024. Repurchase Agreement On March 13, 2024, the Company entered into a Shares Repurchase Agreement between the Company and Steiner Leisure Limited (the “Seller”), pursuant to which the Company purchased 606,386 common shares, par value $ 0.0001 per share, from the Seller at a purchase price of $ 12.76 per Common Share (the “Repurchase”). The Repurchase resulted in the sale of all remaining common shares of the Company held by the Seller, which ceased to be a shareholder of the Company after the closing of the Repurchase. The Repurchase closed on March 20, 2024. Upon the consummation of the Repurchase, such shares reverted to authorized but unissued shares of the Company. We allocated the excess of the repurchase price over the par value of the shares acquired between Additional paid-in capital and Accumulate d deficit. Dividends Cancelled In November 2019, the Company adopted a cash dividend program and declared an initial quarterly payment of $ 0.04 per common share. On March 24, 2020, the Company announced that it was deferring payment of its dividend declared on February 26, 2020 (the "2020 Dividend"), for payment on May 29, 2020 , to shareholders of record on April 10, 2020 , until the Board reapproves its payment. The Company also announced it was withdrawing its dividend program until further notice. As of December 31, 2023, dividends payable amounted to approximately $ 2.4 million which was presented as other-long term liabilities and other current liabilities in the accompanying condensed consolidated balance sheets. During the first quarter of 2024, the Board determined that although the Company now has the liquidity to enable it to pay the 2020 Dividend, such payment can no longer be made to the shareholders of record as of the original record date for the 2020 Dividend and it is therefore in the Company’s best interest to cancel the 2020 Dividend. As a result, we reversed the dividend payable of $ 2.4 million against additional paid-in capital during the first quarter of 2024. Dividends Declared Per Common Share On July 23, 2024, the Company’s board of directors adopted an annual cash dividend program with the initial quarterly dividend payment of $ 0.04 per common share. The first quarterly dividend was paid on September 4, 2024 to shareholders of record as of the close of business on August 21, 2024 . Share Repurchase Program On April 24, 2024, the Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to $ 50 million of its common shares. The share repurchases will be funded through the Company’s available cash. The Company may repurchase shares of its outstanding common stock from time to time on the open market, including through Rule 10b5-1 plans, in privately negotiated transactions, through block purchases, or otherwise in compliance with applicable laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and amount of stock repurchases will depend on a variety of factors, including business and market conditions. The share repurchase program may be suspended, modified, or discontinued at any time and the Company has no obligation to repurchase any specific value or number of its common shares under the program. Under the foregoing program, the Company purchased 745,302 common shares during the three and nine months ended September 30, 2024. We allocated the excess of the repurchase price over the par value of the shares acquired between Additional paid-in capital and Accumulated deficit.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
STOCK-BASED COMPENSATION	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	6. STOCK-BASED COMPENSATION The share-based compensation expense for the three months ended September 30, 2024 and 2023 was $ 2.0 million and $ 2.2 million, respectively, which is included as a component of salary, benefits and payroll taxes in the accompanying condensed consolidated statements of operations. The share-based compensation expense for the nine months ended September 30, 2024 and 2023 was $ 6.2 million and $ 7.0 million, respectively, which is included as a component of salary, benefits and payroll taxes in the accompanying condensed consolidated statements of operations. The following is a summary of restricted share units (“RSUs”) activity for the nine months ended September 30, 2024: RSUs Activity Number of Awards Weighted-Average Grant Date Fair Value Outstanding at December 31, 2023 700,846 $ 12.91 Granted 95,705 17.11 Vested ( 104,628 ) 11.30 Forfeited ( 14,902 ) $ 11.45 Non-Vested share units as of September 30, 2024 677,021 $ 13.78 The following is a summary of performance share units ( “ PSUs ” ) activity for the nine months ended September 30, 2024: PSUs Activity Number of Performance-Based Awards Weighted-Average Grant Date Fair Value Outstanding at December 31, 2023 731,889 $ 11.19 Granted 146,618 10.30 Vested ( 153,662 ) 10.30 Forfeited ( 17,309 ) 11.59 Non-Vested share units as of September 30, 2024 707,536 $ 11.19

REVENUE RECOGNITION

REVENUE RECOGNITION	9 Months Ended
REVENUE RECOGNITION	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
REVENUE RECOGNITION	7. REVENUE RECOGNITION The Company's revenue generating activities include the following: Service Revenues Service revenues consist primarily of sales of health and wellness, aesthetics and fitness services, including a full range of body care, skin care, hair care, cosmetics, medi-spa, acupuncture, fitness, nutrition/weight management and mindfulness services, among others, to cruise ship passengers and destination resort guests. Each service represents a separate performance obligation and revenues are generally recognized immediately upon the completion of our service. Given the short duration of our performance obligation, although some services are recognized over time, there is no material difference in the timing of recognition across reporting periods. Product Revenues Product revenues consist primarily of sales of health and wellness products, such as skincare, body care, hair care, orthotics and nutritional supplements to cruise ship passengers, destination resort guests and timetospa.com customers. Our Shop & Ship program provides guests the ability to buy retail products onboard and have products shipped directly to their home. Each product unit represents a separate performance obligation. Our performance obligations are satisfied, and revenue is recognized when the customer obtains control of the product, which occurs either at the point of sale for retail sales or at the time of shipping for Shop & Ship and timetospa.com product sales. The Company provides no warranty on products sold. Shipping and handling fees charged to customers are included in net sales. Gift Cards The Company only offers no-fee, non-expiring gift cards to its customers. At the time gift cards are sold, no revenue is recognized; rather, the Company records a contract liability to customers. The liability is relieved, and revenue is recognized equal to the amount redeemed at the time gift cards are redeemed for products or services. The Company records revenue from an estimate of unredeemed gift cards (breakage) in Product revenues on a pro-rata basis over the time period gift cards are redeemed. At least three years of historical data, updated annually, is used to determine actual redemption patterns. The liability for unredeemed gift cards is included in Other current liabilities on the Company's condensed consolidated balance sheets and was not material as of September 30, 2024 and December 31, 2023, respectively. Customer Loyalty Rewards Program The Company initiated a customer loyalty program during October 2019 in which customers earn points based on their spending on timetospa.com . The Company recognizes the estimated net amount of the rewards that will be earned and redeemed as a reduction to Product revenues at the time of the initial transaction and as tender when the points are subsequently redeemed by a customer. The liability for customer loyalty programs was not material as of September 30, 2024 and December 31, 2023. Contract Balances Receivables from the Company’s contracts with customers are included within Accounts receivable, net. Such amounts are typically remitted to us by our cruise line or destination resort partners, except for amounts attributable to online sales of products included in Product revenues, and are net of commissions they withhold. Although paid by our cruise line partners, customers are typically required to pay with major credit cards, reducing our credit risk to individual customers. Amounts are billed immediately, and our cruise line and destination resort partners typically remit payments to us within 30 days. As of September 30, 2024 and December 31, 2023, our Accounts receivable, net from contracts with customers were $ 42.2 million and $ 40.8 million, respectively. Our contract liabilities for gift cards and customer loyalty programs are described above. Costs incurred to enter into new or to renew long-term contracts are capitalized and amortized to cost of revenues over the term of the contract. Deferred contract costs, which relate to fees accrued to cruise line partners, amounted to $ 21.9 million and $ 2.6 million as of September 30, 2024 and December 31, 2023, respectively, and are presented within other non-current assets in the accompanying condensed consolidated balance sheets. The increase in other non-current assets and other long-term liabilities as of September 30, 2024 was primarily due to fees accrued as a result of a new contract entered into during the first quarter of 2024. Amortization of the deferred contract costs was $ 0.9 million and $ 0.2 million for the three months ended September 30, 2024 and 2023, respectively. Amortization of the deferred contract costs for the nine months ended September 30, 2024 and 2023 was $ 2.8 million and $ 0.7 million, respectively. Amortization of deferred contract costs are included in cost of services in the accompanying condensed consolidated statements of operations. Disaggregation of Revenue and Segment Reporting The Company operates health and wellness centers on cruise ships and in destination resorts where we provide health and wellness, aesthetics and fitness services and sell related products. The Company also markets and sells health and wellness, aesthetics and fitness related products through its timetospa.com eCommerce platform to cruise ship and destination resort guests after their cruise or resort stay, as well as other consumers. The Company’s Maritime and Destination Resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, services, products, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the Chief Executive Officer, who is the Company’s chief operating decision maker (CODM), in determining how to allocate the Company’s resources and evaluate performance. The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Service revenues: Maritime $ 186,900 $ 167,215 $ 520,673 $ 461,283 Destination resorts 7,507 8,634 26,789 27,921 Total service revenues 194,407 175,849 547,462 489,204 Product revenues: Maritime 46,211 39,151 126,813 106,112 Destination resorts 570 618 1,915 2,116 Timetospa.com 508 653 1,623 1,807 Total product revenues 47,289 40,422 130,351 110,035 Total revenues $ 241,696 $ 216,271 $ 677,813 $ 599,239

SEGMENT AND GEOGRAPHICAL INFORM

SEGMENT AND GEOGRAPHICAL INFORMATION	9 Months Ended
SEGMENT AND GEOGRAPHICAL INFORMATION	Sep. 30, 2024
Segment Reporting [Abstract]
SEGMENT AND GEOGRAPHICAL INFORMATION	8. SEGMENT AND GEOGRAPHICAL INFORMATION The Company operates health and wellness centers on cruise ships and in destination resorts. The Company’s Maritime and Destination resorts operating segments are aggregated into a single reportable segment based upon similar economic characteristics, services, products, customers and delivery methods. Additionally, the Company’s operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the Chief Executive Officer, who is the Company’s CODM, in determining how to allocate the Company’s resources and evaluate performance. The basis for determining the geographic information below is based on the countries in which the Company operates. The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenues: U.S. $ 4,023 $ 4,796 $ 13,582 $ 14,989 Other countries 4,709 5,324 17,218 17,476 Not connected to a country 232,964 206,151 647,013 566,774 Total $ 241,696 $ 216,271 $ 677,813 $ 599,239 As of September 30, December 31, Property and equipment, net: U.S. $ 5,157 $ 4,536 Other countries 1,591 2,022 Not connected to a country 8,755 8,448 Total $ 15,503 $ 15,006

CHANGES IN ACCUMULATED OTHER CO

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	9 Months Ended
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	Sep. 30, 2024
Stockholders' Equity Note [Abstract]
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	9. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table presents the changes in accumulated other comprehensive income (loss) by component (in thousands): Accumulated Other Comprehensive Income (Loss) for the Nine Months Ended September 30, 2024 Accumulated Other Comprehensive Income for the Nine Months Ended September 30, 2023 Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Income Accumulated other comprehensive income, beginning of period $ ( 917 ) $ 2,372 $ 1,455 $ ( 1,229 ) $ 5,026 $ 3,797 Current period other comprehensive income (loss) before reclassifications 148 300 448 110 1,062 1,172 Amounts reclassified into earnings - ( 2,747 ) ( 2,747 ) - ( 2,530 ) ( 2,530 ) Net current period other comprehensive income (loss) 148 ( 2,447 ) ( 2,299 ) 110 ( 1,468 ) ( 1,358 ) Accumulated other comprehensive (loss) income, end of period $ ( 769 ) $ ( 75 ) $ ( 844 ) $ ( 1,119 ) $ 3,558 $ 2,439 (1) See Note 10.

FAIR VALUE MEASUREMENTS AND DER

FAIR VALUE MEASUREMENTS AND DERIVATIVES	9 Months Ended
FAIR VALUE MEASUREMENTS AND DERIVATIVES	Sep. 30, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS AND DERIVATIVES	10. FAIR VALUE MEASUREMENTS AND DERIVATIVES Fair Value Measurements Cash and cash equivalents at September 30, 2024 and December 31, 2023 are comprised of cash and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions. Restricted cash at September 30, 2024 and December 31, 2023 is comprised of amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment and is categorized as a Level 1 instrument. The fair value of outstanding long-term debt as of December 31, 2023 is estimated using a discounted cash flow analysis based on current market interest rates for debt issuances with similar remaining years-to-maturity and adjusted for credit risk, which represents a Level 3 measurement in the fair value hierarchy. The carrying amounts and estimated fair values of the Company's cash, restricted cash and long-term debt were as follows (in thousands): September 30, 2024 December 31, 2023 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash $ 48,795 $ 48,795 $ 27,704 $ 27,704 Restricted cash 1,198 1,198 1,198 1,198 Total cash $ 49,993 $ 49,993 $ 28,902 $ 28,902 First lien term loan facility (a) $ - $ - $ 159,639 $ 162,560 Term loan facility (a) $ 100,000 (b) $ - $ - (a) The amounts above do not include the impact of the interest rate swap or debt issuance costs. (b) The Company’s outstanding long-term debt as of September 30, 2024 was recently originated and bears variable interest rates. As a result, the Company believes that the fair value of long-term debt as of September 30, 2024 approximates its carrying amount. Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2024 Fair Value Measurements at December 31, 2023 Description Balance Sheet Location Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Derivative financial instruments (1) Other current assets $ 385 $ - $ 385 $ - $ 2,372 $ - $ 2,372 $ - Total assets $ 385 $ - $ 385 $ - $ 2,372 $ - $ 2,372 $ - Liabilities: Derivative financial instruments (1) Other long term liabilities $ 460 $ - $ 460 $ - $ - $ - $ - $ - Warrants Warrant liabilities - - - - 20,400 - 20,400 - Total liabilities $ 460 $ - $ 460 $ - $ 20,400 $ - $ 20,400 $ - (1) Consists of an amount attributable to interest rate swap contacts; see "Derivatives" below. Warrants Public Warrants and 2020 PIPE Warrants The fair value of the Public Warrants and 2020 PIPE Warrants are considered a Level 2 valuation and are determined using the Monte Carlo model. The Public Warrants expired on March 19, 2024 , with warrants remaining unexercised as of the expiration date cancelled, and there were no amounts outstanding as of September 30, 2024 (See Note 5). The significant assumptions which the Company used in the Monte Carlo model are presented in the table below. December 31, 2023 Public Warrants 2020 PIPE Warrants Stock price $ 14.10 $ 14.10 Strike price $ 11.50 $ 5.75 Remaining life (in years) 0.22 1.45 Volatility 34 % 38 % Interest rate 5.36 % 4.49 % Redemption price $ 18.00 $ 14.50 Sponsor Warrants The fair value of the Sponsor Warrants is considered a Level 2 valuation and is determined using the Black-Scholes model. The Sponsor Warrants expired on March 19, 2024 and there were no amounts outstanding as of September 30, 2024 (See Note 5). The significant assumptions which the Company used in the model are presented in the table below. December 31, 2023 Stock price $ 14.10 Strike price $ 11.50 Remaining life (in years) 0.22 Volatility 38 % Interest rate 5.36 % Dividend yield 0.0 % Derivatives Market risk associated with the Company’s long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. These instruments are recorded on the balance sheet at their fair value and are designated as hedges. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. The Company assesses whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of its hedged forecasted transactions. The Company uses regression analysis for this hedge relationship and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective agreement without an exchange of the underlying notional amount. The Company classifies derivative instrument cash flows from hedges of benchmark interest rate as operating activities due to the nature of the hedged item. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. The Company monitors concentrations of credit risk associated with financial and other institutions with which the Company conducts significant business. Credit risk, including, but not limited to, counterparty nonperformance under derivatives, is not considered significant, as the Company primarily conducts business with large, well-established financial institutions with which the Company has established relationships, and which have credit risks acceptable to the Company. The Company does not anticipate non-performance by its counterparty. The amount of the Company’s credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position. In September 2019, the Company entered into a floating-to-fixed interest rate swap agreement to make a series of payments based on a fixed interest rate of 1.457 % and receive a series of payments based on the greater of 1 Month USD LIBOR or Strike which is used to hedge the Company’s exposure to changes in cash flows associated with its variable rate First Lien Term Loan Facility and has designated this derivative as a cash flow hedge. Both the fixed and floating payment streams are based on a notional amount of $ 174.7 million at the inception of the contract. In June 2023, the interest rate swap agreement was amended to replace the reference rate from LIBOR to SOFR, to be consistent with the amended First Lien Credit Facilities. The interest rate swap agreement matured on September 19, 2024 . As of December 31, 2023, the notional amount was $ 95.4 million. In September 2024, the Borrowers entered into two floating-to-fixed interest rate swap agreements with a notional amount of $ 70 million and $ 30 million, respectively, with Bank of America, N.A. to make a series of payments based on a fixed interest rate of 3.341 % and 3.564 %, respectively, and receive a series of payments based on the 1 Month USD-SOFR CME term which is used to hedge the Company’s exposure to changes in cash flows associated with its variable rate Term Loan Facility and has designated this derivative as a cash flow hedge. The interest rate swap agreements expire on September 20, 2027 and December 20, 2026 , respectively. As of September 30, 2024, the aggregate notional amount of the interest rate swap agreements was $ 100.0 million. There was no ineffectiveness related to the interest rate swaps. The gain or loss on the derivatives is recorded as a component of accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. The Company expects to reclassify $ 0.4 million of income from accumulated other comprehensive income (loss) into interest expense within the next twelve months. The fair value of the interest rate swap contracts is measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observable market interest rate curves. The interest rate swap contracts were categorized as Level 2 in the fair value hierarchy. The Company is not required to post cash collateral related to these derivative instruments. The effect of the interest rate swap contracts designated as cash flows hedging instrument on the condensed consolidated financial statements was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (Loss) gain recognized in accumulated other comprehensive income (loss) $ ( 42 ) $ 240 $ 300 $ 1,062 Gains reclassified from accumulated other comprehensive income (loss) to interest expense $ ( 855 ) $ ( 936 ) $ ( 2,747 ) $ ( 2,530 )

INCOME TAXES

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	11. INCOME TAXES For the three months ended September 30, 2024 and 2023, the Company recorded an income tax expense of $ 1.0 million and an income tax benefit of $ 2.8 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded an income tax expense of $ 2.4 million and an income tax benefit of $ 2.2 million, respectively. The difference between the expected provision for income taxes using the 21 % U.S. federal income tax rate and the Company’s actual provision for income taxes is primarily attributable to the foreign rate differential, including income earned in jurisdictions not subject to income taxes, permanent differences, withholding taxes due in various jurisdictions and the change in valuation allowance.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	12. COMMITMENTS AND CONTINGENCIES We are routinely involved in legal proceedings, disputes, regulatory matters, and various claims and lawsuits that have been filed or are pending against us, including as noted below, arising in the ordinary course of our business. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically limited to our deductible amount. Nonetheless, the ultimate outcome of those claims and lawsuits that are not covered by insurance cannot be determined at this time. We have evaluated our overall exposure with respect to all of our legal proceedings, threatened and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure. We are currently unable to estimate any other potential contingent losses beyond those accrued, as discovery is not complete and adequate information is not available to estimate such range of loss or potential recovery. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will have a material adverse impact to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery. In February 2020, the Company received a formal assessment of $ 1.9 million by a foreign tax authority over how the value added tax (“VAT”) law was applied on the change in the ultimate beneficial ownership of one of our subsidiaries as result of the business combination in March 2019. The Company is disputing the assessment and has recorded an accrual of $ 1.2 million for this matter during the year ended December 31, 2020, included in “Accrued expenses” on the Company's condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023. The Company believes the ultimate outcome of this matter will not have a material adverse impact to our consolidated results of operations, financial condition and cash flows.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	13. SUBSEQUENT EVENTS On October 24, 2024, the Board of Directors approved a quarterly dividend payment of $ 0.04 per common share payable on December 4, 2024 to shareholders of record as of the close of business on November 20, 2024 .

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation, Principles of Consolidation	Basis of Presentation, Principles of Consolidation In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in quarterly financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been omitted or condensed pursuant to the SEC’s rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our unaudited financial position, results of operations and cash flows. The unaudited results of operations and cash flows of our interim periods are not necessarily indicative of the results of operations or cash flows that may be expected for the entire fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Actual results could differ from those estimates. The accompanying unaudited condensed consolidated financial statements include the condensed consolidated balance sheet and statement of operations, comprehensive income, changes in equity, and cash flows of OneSpaWorld. All significant intercompany items and transactions have been eliminated in consolidation.
Restricted Cash	Restricted Cash These balances include amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment. The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of September 30, 2024 and 2023 to the total amount presented in our condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 (in thousands): Balance as of September 30, 2024 2023 Cash and cash equivalents $ 48,795 $ 26,802 Restricted cash 1,198 1,198 Total cash and restricted cash in the condensed consolidated statement of cash flows $ 49,993 $ 28,000
Inventories	Inventories Inventories, consisting principally of beauty, health and wellness products, are stated at the lower of cost, as determined on a first-in, first-out basis, or market. All inventory balances are comprised of finished goods used in beauty and health and wellness services or held for sale to customers. Inventory reserve is recorded to write down the cost of inventory to the estimated market value. No inventory impairment charge was recorded for the three and nine months ended September 30, 2024 and 2023.
Earnings Per Share	Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income adjusted for the change in fair value of warrant liabilities, if the impact is dilutive, by the weighted average number of diluted shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase common shares, and contingently issuable shares. If the Company reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, if their effect is anti-dilutive. Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted income per share is computed by dividing net income by the weighted average number of diluted common shares, as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as options and warrants to purchase common shares. If the Company reports a net loss, rather than net income for the period, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive. The following table provides details underlying OneSpaWorld’s income per basic and diluted share calculation (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (a) Numerator: Net income $ 21,551 $ 23,411 $ 58,476 $ 4,330 Less change in fair value of in-the-money warrant liabilities — ( 7,400 ) — Net income, adjusted for change in fair value of warrants for diluted earnings per share $ 21,551 $ 16,011 $ 58,476 $ 4,330 Denominator: Weighted average shares outstanding – Basic 104,884 99,963 103,824 96,975 Dilutive effect of warrants — 482 292 — Dilutive effect of stock-based awards 703 924 646 — Weighted average shares outstanding – Diluted 105,587 101,369 104,762 96,975 Net income per voting and non-voting share: Basic $ 0.21 $ 0.23 $ 0.56 $ 0.04 Diluted $ 0.20 $ 0.16 $ 0.56 $ 0.04 (a) Potential common shares under the treasury stock method and the if-converted method were antidilutive because the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted income per share related to stock-based awards and warrants. The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted income per share (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Sponsor Warrants — — — 3,842 Public Warrants — — — 841 2020 PIPE Warrants — — — — Restricted stock units — 105 — 105 Performance stock units 282 — 282 — 282 105 282 4,788
Recent Accounting Pronouncements	Recent Accounting Pronouncements With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance, to the Company. The following summary of recent accounting pronouncements is not intended to be an exhaustive description of the respective pronouncement. In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included in a segment's reported measure of profit or loss; (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment; and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The Company plans to adopt ASU 2023-07 effective for the annual report on Form 10-K for the year ending December 31, 2024 and subsequent interim periods. The Company is currently assessing the expected impact of the future adoption of this guidance. In December 2023, the FASB issued ASU No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds; (ii) disclosure of the nature, effect and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident; and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance sheet date. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted The Company is currently assessing the expected impact of the future adoption of this guidance.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Reconciles Cash, Cash Equivalents and Restricted Cash	The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheet as of September 30, 2024 and 2023 to the total amount presented in our condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 (in thousands): Balance as of September 30, 2024 2023 Cash and cash equivalents $ 48,795 $ 26,802 Restricted cash 1,198 1,198 Total cash and restricted cash in the condensed consolidated statement of cash flows $ 49,993 $ 28,000
Summary of Income per Basic and Diluted Share Calculation	The following table provides details underlying OneSpaWorld’s income per basic and diluted share calculation (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (a) Numerator: Net income $ 21,551 $ 23,411 $ 58,476 $ 4,330 Less change in fair value of in-the-money warrant liabilities — ( 7,400 ) — Net income, adjusted for change in fair value of warrants for diluted earnings per share $ 21,551 $ 16,011 $ 58,476 $ 4,330 Denominator: Weighted average shares outstanding – Basic 104,884 99,963 103,824 96,975 Dilutive effect of warrants — 482 292 — Dilutive effect of stock-based awards 703 924 646 — Weighted average shares outstanding – Diluted 105,587 101,369 104,762 96,975 Net income per voting and non-voting share: Basic $ 0.21 $ 0.23 $ 0.56 $ 0.04 Diluted $ 0.20 $ 0.16 $ 0.56 $ 0.04 (a) Potential common shares under the treasury stock method and the if-converted method were antidilutive because the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted income per share related to stock-based awards and warrants.
Summary of Number of Antidilutive Potential Common Shares	The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted income per share (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Sponsor Warrants — — — 3,842 Public Warrants — — — 841 2020 PIPE Warrants — — — — Restricted stock units — 105 — 105 Performance stock units 282 — 282 — 282 105 282 4,788

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
INTANGIBLE ASSETS (Tables)	Sep. 30, 2024
Finite-Lived Intangible Assets, Net [Abstract]
Summary of Cost, Accumulated Amortization, and Net Balance of the Definite-Lived Intangible Assets	The following is a summary of the Company’s intangible assets as of September 30, 2024 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Original Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ ( 85,814 ) $ 518,886 39 Destination resort agreements 17,900 ( 7,750 ) 10,150 15 Trade name 6,200 ( 700 ) 5,500 Indefinite-life Licensing agreement 1,000 ( 1,000 ) - 8 $ 629,800 $ ( 95,264 ) $ 534,536 The following is a summary of the Company’s intangible assets as of December 31, 2023 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Original Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ ( 74,186 ) $ 530,514 39 Destination resort agreements 17,900 ( 6,946 ) 10,954 15 Trade name 6,200 ( 700 ) 5,500 Indefinite-life Licensing agreement 1,000 ( 1,000 ) - 8 $ 629,800 $ ( 82,832 ) $ 546,968

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	9 Months Ended
LONG-TERM DEBT (Tables)	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate As of As of September 30, December 31, Maturities Through September 30, December 31, First lien term loan facility — 9.2 % — $ - $ 159,639 Term loan facility 6.9 % — 2029 100,000 - Less: unamortized debt issuance cost ( 1,333 ) ( 1,432 ) Total debt, net of unamortized debt issuance cost $ 98,667 $ 158,207 Less: current portion of long-term debt $ ( 3,750 ) $ - Long-term debt, net $ 94,917 $ 158,207 The following are scheduled principal repayments on long-term debt as of September 30, 2024 for each of the next five years (in thousands):
Schedule of Principal Repayments on Long-term Debt	The following are scheduled principal repayments on long-term debt as of September 30, 2024 for each of the next five years (in thousands): Year ending December 31, Amount 2024 $ - 2025 5,000 2026 5,000 2027 5,000 2028 5,000 Thereafter 80,000 Total $ 100,000
Schedule of Borrowing Capacity and Amount Borrowed	As of September 30, 2024, our available borrowing capacity under the Revolving Facility was $ 50 million. Utilization of the borrowing capacity was as follows (in thousands): Borrowing Capacity Amount Borrowed Revolving Facility $ 50,000 $ -

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
STOCK-BASED COMPENSATION (Tables)	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Summary of Restricted Share Units ("RSU") Activity	The following is a summary of restricted share units (“RSUs”) activity for the nine months ended September 30, 2024: RSUs Activity Number of Awards Weighted-Average Grant Date Fair Value Outstanding at December 31, 2023 700,846 $ 12.91 Granted 95,705 17.11 Vested ( 104,628 ) 11.30 Forfeited ( 14,902 ) $ 11.45 Non-Vested share units as of September 30, 2024 677,021 $ 13.78
Summary of Performance Share Units ("PSUs") Activity	The following is a summary of performance share units ( “ PSUs ” ) activity for the nine months ended September 30, 2024: PSUs Activity Number of Performance-Based Awards Weighted-Average Grant Date Fair Value Outstanding at December 31, 2023 731,889 $ 11.19 Granted 146,618 10.30 Vested ( 153,662 ) 10.30 Forfeited ( 17,309 ) 11.59 Non-Vested share units as of September 30, 2024 707,536 $ 11.19

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	9 Months Ended
REVENUE RECOGNITION (Tables)	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Summary of Disaggregation of Revenue By Revenue Source and Operating Segment	The following table disaggregates the Company’s revenues by revenue source and operating segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Service revenues: Maritime $ 186,900 $ 167,215 $ 520,673 $ 461,283 Destination resorts 7,507 8,634 26,789 27,921 Total service revenues 194,407 175,849 547,462 489,204 Product revenues: Maritime 46,211 39,151 126,813 106,112 Destination resorts 570 618 1,915 2,116 Timetospa.com 508 653 1,623 1,807 Total product revenues 47,289 40,422 130,351 110,035 Total revenues $ 241,696 $ 216,271 $ 677,813 $ 599,239

SEGMENT AND GEOGRAPHICAL INFO_2

SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)	9 Months Ended
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)	Sep. 30, 2024
Segment Reporting [Abstract]
Summary of Geographic Information	The Company is not able to identify the country of origin for the customers to which revenues from cruise ship operations relate. Geographic information is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenues: U.S. $ 4,023 $ 4,796 $ 13,582 $ 14,989 Other countries 4,709 5,324 17,218 17,476 Not connected to a country 232,964 206,151 647,013 566,774 Total $ 241,696 $ 216,271 $ 677,813 $ 599,239 As of September 30, December 31, Property and equipment, net: U.S. $ 5,157 $ 4,536 Other countries 1,591 2,022 Not connected to a country 8,755 8,448 Total $ 15,503 $ 15,006

CHANGES IN ACCUMULATED OTHER _2

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	9 Months Ended
	Sep. 30, 2024
Stockholders' Equity Note [Abstract]
Schedule of Changes in Accumulated Other Comprehensive (Loss) Income	The following table presents the changes in accumulated other comprehensive income (loss) by component (in thousands): Accumulated Other Comprehensive Income (Loss) for the Nine Months Ended September 30, 2024 Accumulated Other Comprehensive Income for the Nine Months Ended September 30, 2023 Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments Changes Related to Cash Flow Derivative Hedge (1) Accumulated Other Comprehensive Income Accumulated other comprehensive income, beginning of period $ ( 917 ) $ 2,372 $ 1,455 $ ( 1,229 ) $ 5,026 $ 3,797 Current period other comprehensive income (loss) before reclassifications 148 300 448 110 1,062 1,172 Amounts reclassified into earnings - ( 2,747 ) ( 2,747 ) - ( 2,530 ) ( 2,530 ) Net current period other comprehensive income (loss) 148 ( 2,447 ) ( 2,299 ) 110 ( 1,468 ) ( 1,358 ) Accumulated other comprehensive (loss) income, end of period $ ( 769 ) $ ( 75 ) $ ( 844 ) $ ( 1,119 ) $ 3,558 $ 2,439 (1) See Note 10.

FAIR VALUE MEASUREMENTS AND D_2

FAIR VALUE MEASUREMENTS AND DERIVATIVES (Tables)	9 Months Ended
FAIR VALUE MEASUREMENTS AND DERIVATIVES (Tables)	Sep. 30, 2024
Summary of Carrying Amounts and Estimated Fair Values of the Company's Cash, Restricted Cash, and Long-Term Debt	The carrying amounts and estimated fair values of the Company's cash, restricted cash and long-term debt were as follows (in thousands): September 30, 2024 December 31, 2023 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Cash $ 48,795 $ 48,795 $ 27,704 $ 27,704 Restricted cash 1,198 1,198 1,198 1,198 Total cash $ 49,993 $ 49,993 $ 28,902 $ 28,902 First lien term loan facility (a) $ - $ - $ 159,639 $ 162,560 Term loan facility (a) $ 100,000 (b) $ - $ - (a) The amounts above do not include the impact of the interest rate swap or debt issuance costs. (b) The Company’s outstanding long-term debt as of September 30, 2024 was recently originated and bears variable interest rates. As a result, the Company believes that the fair value of long-term debt as of September 30, 2024 approximates its carrying amount.
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2024 Fair Value Measurements at December 31, 2023 Description Balance Sheet Location Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Derivative financial instruments (1) Other current assets $ 385 $ - $ 385 $ - $ 2,372 $ - $ 2,372 $ - Total assets $ 385 $ - $ 385 $ - $ 2,372 $ - $ 2,372 $ - Liabilities: Derivative financial instruments (1) Other long term liabilities $ 460 $ - $ 460 $ - $ - $ - $ - $ - Warrants Warrant liabilities - - - - 20,400 - 20,400 - Total liabilities $ 460 $ - $ 460 $ - $ 20,400 $ - $ 20,400 $ - (1) Consists of an amount attributable to interest rate swap contacts; see "Derivatives" below.
Schedule of Interest Rate Derivatives	The effect of the interest rate swap contracts designated as cash flows hedging instrument on the condensed consolidated financial statements was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (Loss) gain recognized in accumulated other comprehensive income (loss) $ ( 42 ) $ 240 $ 300 $ 1,062 Gains reclassified from accumulated other comprehensive income (loss) to interest expense $ ( 855 ) $ ( 936 ) $ ( 2,747 ) $ ( 2,530 )
Monte Carlo Model [Member]
Significant Assumptions used in the Model to Determine Fair Value of Warrants	The fair value of the Public Warrants and 2020 PIPE Warrants are considered a Level 2 valuation and are determined using the Monte Carlo model. The Public Warrants expired on March 19, 2024 , with warrants remaining unexercised as of the expiration date cancelled, and there were no amounts outstanding as of September 30, 2024 (See Note 5). The significant assumptions which the Company used in the Monte Carlo model are presented in the table below. December 31, 2023 Public Warrants 2020 PIPE Warrants Stock price $ 14.10 $ 14.10 Strike price $ 11.50 $ 5.75 Remaining life (in years) 0.22 1.45 Volatility 34 % 38 % Interest rate 5.36 % 4.49 % Redemption price $ 18.00 $ 14.50
Black-Sholes Model [Member]
Significant Assumptions used in the Model to Determine Fair Value of Warrants	The significant assumptions which the Company used in the model are presented in the table below. December 31, 2023 Stock price $ 14.10 Strike price $ 11.50 Remaining life (in years) 0.22 Volatility 38 % Interest rate 5.36 % Dividend yield 0.0 %

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Accounting Policies [Abstract]
Inventory impairment charges	$ 0	$ 0	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Reconciles Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash and cash equivalents	$ 48,795	$ 27,704	$ 26,802
Restricted cash	1,198	1,198	1,198
Total cash and restricted cash in the condensed consolidated statement of cash flows	$ 49,993	$ 28,902	$ 28,000	$ 33,262

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Income per Basic and Diluted Share Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	[1]
Accounting Policies [Abstract]
Net income	$ 21,551	$ 23,411	$ 58,476	$ 4,330
Less change in fair value of in-the-money warrant liabilities		(7,400)
Net income, adjusted for change in fair value of warrants for diluted earnings per share	$ 21,551	$ 16,011	$ 58,476	$ 4,330
Weighted average shares outstanding - Basic	104,884	99,963	103,824	96,975
Dilutive effect of warrants		482	292
Dilutive effect of stock-based awards	703	924	646
Weighted average shares outstanding - Diluted	105,587	101,369	104,762	96,975
Net income per voting and non-voting share:
Basic	$ 0.21	$ 0.23	$ 0.56	$ 0.04
Diluted	$ 0.2	$ 0.16	$ 0.56	$ 0.04

[1] Potential common shares under the treasury stock method and the if-converted method were antidilutive because the effect of the change in the fair value of warrants was antidilutive. Consequently, the Company did not have any adjustments in this period between basic and diluted income per share related to stock-based awards and warrants.

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Number of Antidilutive Potential Common Shares (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	282	105	282	4,788
Sponsor Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount				3,842
Public Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount				841
Restricted Stock Units [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount		105		105
Performance Stock Units [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	282		282

INTANGIBLE ASSETS - Additional

INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill And Intangible Assets Disclosure [Line Items]
Amortization of intangible assets	$ 4,144	$ 4,206	$ 12,431	$ 12,618
Estimated amortization expense in 2024	16,600		16,600
Estimated amortization expense in 2025	16,600		16,600
Estimated amortization expense in 2026	16,600		16,600
Estimated amortization expense in 2027	16,600		16,600
Estimated amortization expense in 2028	$ 16,600		$ 16,600

INTANGIBLE ASSETS - Summary of

INTANGIBLE ASSETS - Summary of Cost, Accumulated Amortization, and Net Balance of the Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Cost	$ 629,800	$ 629,800
Accumulated Amortization and Impairment	(95,264)	(82,832)
Net Balance	534,536	546,968
Retail Concession Agreements [Member]
Cost	604,700	604,700
Accumulated Amortization and Impairment	(85,814)	(74,186)
Net Balance	$ 518,886	$ 530,514
Original Weighted Average Amortization Period (in years)	39 years	39 years
Destination Resort Agreements [Member]
Cost	$ 17,900	$ 17,900
Accumulated Amortization and Impairment	(7,750)	(6,946)
Net Balance	$ 10,150	$ 10,954
Original Weighted Average Amortization Period (in years)	15 years	15 years
Licensing Agreements [Member]
Cost	$ 1,000	$ 1,000
Accumulated Amortization and Impairment	(1,000)	(1,000)
Net Balance	$ 0	$ 0
Original Weighted Average Amortization Period (in years)	8 years	8 years
Trade Name [Member]
Cost	$ 6,200	$ 6,200
Accumulated Amortization and Impairment	(700)	(700)
Net Balance	$ 5,500	$ 5,500
Original Weighted Average Amortization Period (in years)	Indefinite-life	Indefinite-life

LONG-TERM DEBT - Summary of Lon

LONG-TERM DEBT - Summary of Long-term Debt (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Total debt	$ 100,000
Less: unamortized debt issuance cost	(1,333)	$ (1,432)
Total debt, net of unamortized debt issuance cost	98,667	158,207
Less: current portion of long-term debt	(3,750)
Long-term debt, net	$ 94,917	$ 158,207
First Lien Term Loan Facility [Member]
Long-term debt, Interest Rate		9.20%
Total debt		$ 159,639
Term Loan Facility [Member]
Long-term debt, Interest Rate	6.90%
Long-term debt, Maturities Through	2029
Total debt	$ 100,000

LONG-TERM DEBT - Schedule of Pr

LONG-TERM DEBT - Schedule of Principal Repayments on Long-term Debt (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 5,000
2026	5,000
2027	5,000
2028	5,000
Thereafter	80,000
Total debt	$ 100,000

LONG-TERM DEBT - Additional Inf

LONG-TERM DEBT - Additional Information (Details) - USD ($) $ in Thousands		9 Months Ended
	Sep. 20, 2024	Sep. 30, 2024
Commitment Fee Rate	0.25%
Commitment fee rate on consolidated leverage ratio	0.40%
Percentage of net cash proceeds on asset sales or other property dispositions		100%
Percentage of net cash proceeds on debt incurrence		100%
Quarterly amortization payments		1.25%
Debt instrument, covenant compliance		The New Credit Agreement contains a financial covenant requiring the Company and its restricted subsidiaries to maintain a maximum consolidated total leverage ratio of 4.00 to 1.00, subject to certain exceptions, and a minimum fixed charge coverage ratio of 1.25 to 1.00
Losses on early extinguishment of debt		$ 735
Maximum [Member]
Debt instrument leverage ratio		4%
Debt instrument coverage ratio		1.25%
Minimum [Member]
Debt instrument leverage ratio		1%
Debt instrument coverage ratio		1%
Letter of Credit [Member]
Maximum borrowing capacity	$ 5,000
Revolving Credit Facility [Member]
Maximum borrowing capacity		$ 50,000
Available borrowing capacity		50,000
Interest Expense [Member]
Losses on early extinguishment of debt		$ 700
Term Loan Facility [Member]
Maximum borrowing capacity	$ 100,000
Debt instrument maturity date	Sep. 20, 2029
Debt instrument variable rate basis	SOFR plus a margin of 1.90
Debt instrument variable rate	1.90%
Debt instrument variable rate basis on leverage ratio	2.65%
Term Loan Facility [Member] \| Dory Acquisition [Member]
Debt instrument face amount	$ 70,000
Term Loan Facility [Member] \| OneSpaWorld Bahamas [Member]
Debt instrument face amount	30,000
Term Loan Facility [Member] \| Revolving Credit Facility [Member]
Maximum borrowing capacity	$ 50,000

LONG TERM DEBT - Schedule of Bo

LONG TERM DEBT - Schedule of Borrowing Capacity and Amount Borrowed (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Revolving Credit Facility [Member]
Borrowing Capacity	$ 50,000

WARRANT LIABILITIES AND EQUITY

WARRANT LIABILITIES AND EQUITY - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

Jul. 23, 2024

Mar. 13, 2024

Mar. 24, 2020

Nov. 30, 2019

Sep. 30, 2024

Mar. 31, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Jun. 30, 2024

Apr. 24, 2024

Dec. 31, 2023

Class of Warrant or Right [Line Items]

Proceeds from exercise of warrants

$ 51,698

$ 2,216

Change in fair value of warrant liabilities

$ (7,365)

$ (7,677)

$ 26,736

Warrant liabilities

$ 20,400

Dividends payable

$ 2,400

Dividend payable reversed

$ 2,400

Stock repurchase program authorized amount

$ 50,000

O2020Q1 Dividends [Member]

Class of Warrant or Right [Line Items]

Cash dividend per share

$ 0.04

Dividend declared date

Feb. 26, 2020

Dividend payable date

May 29, 2020

Dividend record date

Apr. 10, 2020

O2024Q3 Dividends [Member]

Class of Warrant or Right [Line Items]

Cash dividend per share

$ 0.04

Dividend payable date

Sep. 04, 2024

Dividend record date

Aug. 21, 2024

Shares Repurchase Agreement [Member]

Class of Warrant or Right [Line Items]

Number of shares purchased

606,386

Common stock, par value

$ 0.0001

Purchase price per common share

$ 12.76

2020 PIPE Warrants [Member]

Class of Warrant or Right [Line Items]

Warrants and rights outstanding

828,334

Class of warrant or rights exchanged

806,667

21,667

Common stock, shares issued

484,040

13,625

Change in fair value of warrant liabilities

$ 300

Warrant liabilities

$ 6,800

Public Warrants [Member]

Class of Warrant or Right [Line Items]

Warrants and rights outstanding

841,414

Warrant agreement expiration date

Mar. 19, 2024

Sponsor and Public Warrants [Member]

Class of Warrant or Right [Line Items]

Warrants and rights outstanding

Class of warrant or rights exchanged

4,502,970

Common stock, shares issued

4,502,970

Proceeds from exercise of warrants

$ 51,700

Change in fair value of warrant liabilities

7,400

Warrant liabilities

$ 5,900

Warrant agreement expiration date

Mar. 19, 2024

Common Stock [Member]

Class of Warrant or Right [Line Items]

Shares repurchase during period

745,302

Sponsor Warrants [Member]

Class of Warrant or Right [Line Items]

Warrants and rights outstanding

3,823,847

Warrant agreement expiration date

Mar. 19, 2024

STOCK-BASED COMPENSATION - Addi

STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Share-based compensation expense	$ 2	$ 2.2	$ 6.2	$ 7

STOCK-BASED COMPENSATION - Summ

STOCK-BASED COMPENSATION - Summary of Restricted Share Units ("RSU") Activity (Details) - Restricted Share Units [Member]	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of awards, Non-vested \| shares	700,846
Number of awards, Granted \| shares	95,705
Number of awards, Vested \| shares	(104,628)
Number of awards, Forfeited \| shares	(14,902)
Number of awards, Non-vested \| shares	677,021
Weighted-average grant date fair value, Non-vested \| $ / shares	$ 12.91
Weighted-average grant date fair value, Granted \| $ / shares	17.11
Weighted-average grant date fair value, Vested \| $ / shares	11.3
Weighted-average grant date fair value, Forfeited \| $ / shares	11.45
Weighted-average grant date fair value, Non-vested \| $ / shares	$ 13.78

STOCK-BASED COMPENSATION - Su_2

STOCK-BASED COMPENSATION - Summary of Performance Share Units ("PSUs") Activity (Details) - Performance Stock Units [Member]	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of awards, Non-vested \| shares	731,889
Number of awards, Granted \| shares	146,618
Number of awards, Vested \| shares	(153,662)
Number of awards, Forfeited \| shares	(17,309)
Number of awards, Non-vested \| shares	707,536
Weighted-average grant date fair value, Non-vested \| $ / shares	$ 11.19
Weighted-average grant date fair value, Granted \| $ / shares	10.3
Weighted-average grant date fair value, Vested \| $ / shares	10.3
Weighted-average grant date fair value, Forfeited \| $ / shares	11.59
Weighted-average grant date fair value, Non-vested \| $ / shares	$ 11.19

REVENUE RECOGNITION - Additiona

REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Service [Member]
Disaggregation Of Revenue [Line Items]
Amortization of deferred contract costs	$ 0.9	$ 0.2	$ 2.8	$ 0.7
Accounts Receivable [Member]
Disaggregation Of Revenue [Line Items]
Description of payment terms			customers are typically required to pay with major credit cards, reducing our credit risk to individual customers. Amounts are billed immediately, and our cruise line and destination resort partners typically remit payments to us within 30 days.
Receivables from contracts with customers	42.2		$ 42.2		$ 40.8
Other Non-current Assets [Member]
Disaggregation Of Revenue [Line Items]
Deferred contract costs	$ 21.9		$ 21.9		$ 2.6

REVENUE RECOGNITION - Summary o

REVENUE RECOGNITION - Summary of Disaggregation of Revenue By Revenue Source and Operating Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation Of Revenue [Line Items]
Total revenues	$ 241,696	$ 216,271	$ 677,813	$ 599,239
Service [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	194,407	175,849	547,462	489,204
Service [Member] \| Maritime [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	186,900	167,215	520,673	461,283
Service [Member] \| Destination Resorts [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	7,507	8,634	26,789	27,921
Product [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	47,289	40,422	130,351	110,035
Product [Member] \| Maritime [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	46,211	39,151	126,813	106,112
Product [Member] \| Destination Resorts [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	570	618	1,915	2,116
Product [Member] \| Timetospa.com [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	$ 508	$ 653	$ 1,623	$ 1,807

SEGMENT AND GEOGRAPHICAL INFO_3

SEGMENT AND GEOGRAPHICAL INFORMATION - Summary of Geographic Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Revenues:
Revenues	$ 241,696	$ 216,271	$ 677,813	$ 599,239
Property and equipment, net:
Property and equipment, net	15,503		15,503		$ 15,006
U.S. [Member]
Revenues:
Revenues	4,023	4,796	13,582	14,989
Property and equipment, net:
Property and equipment, net	5,157		5,157		4,536
Other countries [Member]
Revenues:
Revenues	4,709	5,324	17,218	17,476
Property and equipment, net:
Property and equipment, net	1,591		1,591		2,022
Not connected to a country [Member]
Revenues:
Revenues	232,964	$ 206,151	647,013	$ 566,774
Property and equipment, net:
Property and equipment, net	$ 8,755		$ 8,755		$ 8,448

CHANGES IN ACCUMULATED OTHER _3

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
BALANCE		$ 532,651	$ 422,856	$ 434,069	$ 365,809
Total other comprehensive loss, net of tax		(634)	(822)	(2,299)	(1,358)
BALANCE		540,119	448,077	540,119	448,077
Foreign Currency Translation Adjustments [Member]
BALANCE				(917)	(1,229)
Current period other comprehensive income (loss) before reclassifications				148	110
Total other comprehensive loss, net of tax				148	110
BALANCE		(769)	(1,119)	(769)	(1,119)
Changes Related to Cash Flow Derivative Hedge [Member]
BALANCE	[1]			2,372	5,026
Current period other comprehensive income (loss) before reclassifications	[1]			300	1,062
Amounts reclassified into earnings	[1]			(2,747)	(2,530)
Total other comprehensive loss, net of tax	[1]			(2,447)	(1,468)
BALANCE	[1]	(75)	3,558	(75)	3,558
Accumulated Other Comprehensive Income (Loss) [Member]
BALANCE		(210)	3,261	1,455	3,797
Current period other comprehensive income (loss) before reclassifications				448	1,172
Amounts reclassified into earnings				(2,747)	(2,530)
Total other comprehensive loss, net of tax				(2,299)	(1,358)
BALANCE		$ (844)	$ 2,439	$ (844)	$ 2,439

[1] See Note 10.

FAIR VALUE MEASUREMENTS AND D_3

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Carrying Amounts and Estimated Fair Values of the Company's Cash, Restricted Cash, and Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Cash	$ 48,795	$ 27,704	$ 26,802
Restricted cash	1,198	1,198	1,198
Total cash and restricted cash in the condensed consolidated statement of cash flows	49,993	28,902	$ 28,000	$ 33,262
First lien term loan facility	100,000
Carrying Value [Member]
Debt Instrument [Line Items]
Cash	48,795	27,704
Restricted cash	1,198	1,198
Total cash and restricted cash in the condensed consolidated statement of cash flows	49,993	28,902
Estimated Fair Value [Member]
Debt Instrument [Line Items]
Cash	48,795	27,704
Restricted cash	1,198	1,198
Total cash and restricted cash in the condensed consolidated statement of cash flows	49,993	28,902
First Lien Term Loan Facility [Member]
Debt Instrument [Line Items]
First lien term loan facility		159,639
First Lien Term Loan Facility [Member] \| Carrying Value [Member]
Debt Instrument [Line Items]
First lien term loan facility	0	159,639
First Lien Term Loan Facility [Member] \| Estimated Fair Value [Member]
Debt Instrument [Line Items]
First lien term loan facility		$ 162,560
Term Loan Facility [Member]
Debt Instrument [Line Items]
First lien term loan facility	100,000
Term Loan Facility [Member] \| Carrying Value [Member]
Debt Instrument [Line Items]
First lien term loan facility	$ 100,000

FAIR VALUE MEASUREMENTS AND D_4

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets
Fair value of assets	$ 385	$ 2,372
Liabilities:
Fair value of liabilities	460	20,400
Derivative Financial Instruments, Liabilities [Member] \| Other Long Term Liabilities [Member]
Liabilities:
Fair value of liabilities	460
Derivative Financial Instruments [Member] \| Other Current Assets [Member]
Assets
Fair value of assets	385	2,372
Derivative Financial Instruments [Member] \| Warrant Liabilities [Member]
Liabilities:
Fair value of liabilities		20,400
Fair Value, Inputs, Level 2 [Member]
Assets
Fair value of assets	385	2,372
Liabilities:
Fair value of liabilities	460	20,400
Fair Value, Inputs, Level 2 [Member] \| Derivative Financial Instruments, Liabilities [Member] \| Other Long Term Liabilities [Member]
Assets
Fair value of assets	460
Fair Value, Inputs, Level 2 [Member] \| Derivative Financial Instruments [Member] \| Other Current Assets [Member]
Assets
Fair value of assets	$ 385	2,372
Fair Value, Inputs, Level 2 [Member] \| Derivative Financial Instruments [Member] \| Warrant Liabilities [Member]
Liabilities:
Fair value of liabilities		$ 20,400

FAIR VALUE MEASUREMENTS AND D_5

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Significant Assumptions used to Determine Fair Value of Public and 2020 PIPE Warrants (Details) - Fair Value, Inputs, Level 2 [Member] - Monte Carlo Model [Member]	Dec. 31, 2023 $ / shares
Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	2 months 19 days
2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	1 year 5 months 12 days
Stock Price [Member] \| Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	14.1
Stock Price [Member] \| 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	14.1
Strike Price [Member] \| Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	11.5
Strike Price [Member] \| 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	5.75
Volatility [Member] \| Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.34
Volatility [Member] \| 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.38
Interest Rate [Member] \| Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.0536
Interest Rate [Member] \| 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.0449
Redemption Price [Member] \| Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	18
Redemption Price [Member] \| 2020 PIPE Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	14.5

FAIR VALUE MEASUREMENTS AND D_6

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Significant Assumptions used to Determine Fair Value of Sponsor Warrants (Details) - Fair Value, Inputs, Level 2 [Member] - Black-Sholes Model [Member] - Sponsor Warrants [Member]	Dec. 31, 2023 $ / shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining life (in years)	2 months 19 days
Stock Price [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	14.1
Strike Price [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	11.5
Volatility [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.38
Interest Rate [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.0536
Dividend Yield [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0

FAIR VALUE MEASUREMENTS AND D_7

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Additional Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($) Agreement shares	Dec. 31, 2023 USD ($) shares	Sep. 30, 2019 USD ($)
Sponsor Warrants [Member]
Warrant agreement expiration date	Mar. 19, 2024
Warrants and rights outstanding \| shares	0	3,823,847
Public Warrants [Member]
Warrant agreement expiration date	Mar. 19, 2024
Warrants and rights outstanding \| shares	0	841,414
Interest Rate Swap One [Member] \| Cash Flow Hedging [Member]
Fixed interest rate payments	3.341%
Notional derivative amount at the contract inception,liability	$ 70
Interest rate swap maturity date	Sep. 20, 2027
Interest Rate Swap [Member] \| Cash Flow Hedging [Member]
Fixed interest rate payments			1.457%
Notional derivative amount at the contract inception,liability	$ 100	$ 95.4	$ 174.7
Interest rate swap maturity date	Sep. 19, 2024
Interest rate cash flow hedge gain or loss to be reclassified within the next twelve months	$ 0.4
Derivative, Number of Instruments Held \| Agreement	2
Interest Rate Swap Two [Member] \| Cash Flow Hedging [Member]
Fixed interest rate payments	3.564%
Notional derivative amount at the contract inception,liability	$ 30
Interest rate swap maturity date	Dec. 20, 2026

FAIR VALUE MEASUREMENTS AND D_8

FAIR VALUE MEASUREMENTS AND DERIVATIVES - Summary of Interest Rate Swap Contract (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Gains reclassified from accumulated other comprehensive income (loss) to interest expense	$ (855)	$ (936)	$ (2,747)	$ (2,530)
Interest Rate Swap [Member] \| Cash Flow Hedging [Member] \| Interest Expense [Member]
(Loss) gain recognized in accumulated other comprehensive income (loss)	(42)	240	300	1,062
Gains reclassified from accumulated other comprehensive income (loss) to interest expense	$ (855)	$ (936)	$ (2,747)	$ (2,530)

INCOME TAXES - Additional Infor

INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 966	$ (2,818)	$ 2,358	$ (2,200)
U.S. federal income tax rate			21%

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) $ in Millions	1 Months Ended
	Feb. 29, 2020 USD ($) Beneficialownershipsubsidiary	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Commitment And Contingencies [Line Items]
Assessment amount	$ 1.9
Number of beneficial ownership subsidiaries from business acquisition \| Beneficialownershipsubsidiary	1
Accrued Expenses [Member]
Commitment And Contingencies [Line Items]
Accrual for disputing assessment		$ 1.2	$ 1.2

SUBSEQUENT EVENTS - Additional

SUBSEQUENT EVENTS - Additional Information (Details) - Dividends [Member] - $ / shares			3 Months Ended
	Oct. 30, 2024	Jul. 23, 2024	Sep. 30, 2024
Subsequent Event [Line Items]
Cash dividend per share			$ 0.04
Dividend payable date		Sep. 04, 2024
Dividend record date		Aug. 21, 2024
Subsequent Event [Member]
Subsequent Event [Line Items]
Cash dividend per share	$ 0.04
Dividend payable date	Dec. 04, 2024
Dividend record date	Nov. 20, 2024