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Item 2 — Management's Discussion and Analysis
Onespaworld Holdings Limited · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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Overview
In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions that could cause actual results to differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” and in “Risk Factors” in our Form 10-K for the fiscal year ended December 31, 2025. We assume no obligation to update any of these forward-looking statements.
OneSpaWorld Holdings Limited (“OneSpaWorld,” the “Company,” “we,” “our,” “us” and other similar terms refer to OneSpaWorld Holdings Limited and its consolidated subsidiaries) is the pre-eminent global operator of health and wellness centers onboard cruise ships and a leading operator of health and wellness centers at destination resorts worldwide. We are positioned as a leader in the hospitality-based health and wellness industry. Our highly trained and experienced staff offer guests a comprehensive suite of premium health, wellness, aesthetics and fitness services and products onboard cruise ships and at destination resorts globally. Over the last 50 years, we have built our leading market position on our depth of staff expertise, broad and innovative service and product offerings, expansive global recruitment, training and logistics platform, as well as decades-long relationships with cruise line and destination resort partners. Throughout our history, our mission has been simple: helping guests look and feel their best during and after their stay.
At our core, we are a global services company. We serve a critical role for our cruise line and destination resort partners, operating a complex and increasingly important aspect of their overall guest experience. Decades of investment and know-how have allowed us to construct an unmatched global infrastructure to manage the complexity of our operations. We have consistently expanded our onboard offerings with innovative and leading-edge service and product introductions, and developed powerful recruiting, training and logistics platforms, increasingly powered by emerging technologies, including generative and agentic artificial intelligence applications, to manage our operational complexity, maintain our industry-leading quality standards, and maximize revenue and profitability per health and wellness center. The combination of our personnel recruiting and training platform, deep proprietary global labor pool, global logistics and supply chain infrastructure, and proven health and wellness center operating, revenue, and profitability management capabilities represents a significant competitive advantage that we believe is not economically feasible to replicate.
A significant portion of our revenues are generated from our cruise ship operations. Historically, we have been able to renew substantially all of our cruise line agreements.
Key Performance Indicators
In assessing the performance of our business, we consider key performance indicators used by management, including, among others:
•Average Ship Count. The number of ships, on average during the period, on which we operate health and wellness centers. This is a key metric that impacts revenue and profitability and reflects the fact that during the period ships were in and out of service, and is calculated by adding the total number of days that each of the ships generated revenue during the period, divided by the number of calendar days during the period.
•Period End Ship Count: The number of ships at period end on which we operate health and wellness centers. This is a key metric that impacts revenue and profitability.
•Average Weekly Revenue Per Ship. A key indicator of productivity per ship. Revenue per ship can be affected by the various sizes of health and wellness centers and categories of ships on which we serve.
•Average Revenue Per Shipboard Staff Per Day. We utilize this performance metric to assist in determining the productivity of our onboard staff, which we believe is a critical element of our operations.
•Revenue Days. Revenue days are the days on which the health and wellness centers are open onboard a revenue generating cruise with passengers.
•Average Resort Count. The number of destination resorts on average during the period in which we operate the health and wellness centers. This is a key metric that impacts revenue and profitability and reflects the fact that during the period destination resort health and wellness centers were in and out of service, and is calculated by adding the total number of days that each destination resort health and wellness center generated revenue during the period, divided by the number of calendar days during the period.
•Period End Resort Count. The number of destination resorts at period end on which we operate the health and wellness centers. This is a key metric that impacts revenue and profitability.
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•Average Weekly Revenue Per Destination Resort. A key indicator of productivity per destination resort health and wellness center. Revenue per destination resort health and wellness center in a period can be affected by the geographic mix of health and wellness centers in operation for such period. Typically, our U.S. and Caribbean health and wellness centers are larger and produce substantially more revenues per location than our Asia centers. Additionally, average weekly revenue can also be negatively impacted by renovations of our destination resort health and wellness centers.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Average Ship Count 202 191 202 192
Period End Ship Count 208 200 208 200
Average Weekly Revenue Per Ship $ 96,614 $ 92,936 $ 94,255 $ 88,560
Average Revenue Per Shipboard Staff Per Day $ 622 $ 608 $ 610 $ 585
Revenue Days 18,360 17,426 36,535 34,827
Average Resort Count 32 50 35 50
Period End Resort Count 25 51 25 51
Average Weekly Revenue Per Resort $ 17,433 $ 13,019 $ 17,472 $ 14,116
Key Financial Definitions
Revenues. Revenues consist primarily of sales of services and sales of products to cruise ship passengers and destination resort guests. The following is a brief description of the components of our revenues:
•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, systemic detoxification and nutrition regimens, and mindfulness services, among others, to cruise ship passengers and destination resort guests. We bill our services at rates which inherently include an immaterial charge for products used in the rendering of such services, if applicable.
•Product revenues. Product revenues consist primarily of sales of health, wellness, aesthetics and fitness related products, such as facial skincare, body care, orthotics and detox supplements to cruise ship passengers, destination resort guests and timetospa.com customers.
Cost of services. Cost of services consists primarily of an allocable portion of payments to cruise line partners (which are derived as a percentage of service revenues or a minimum annual rent or a combination of both), an allocable portion of wages paid to shipboard employees, an allocable portion of staff-related shipboard expenses, wages paid directly to destination resort employees, payments to destination resort partners, the allocable cost of products consumed in the rendering of services, and health and wellness center depreciation. Cost of services has historically been highly variable; increases and decreases in cost of services are primarily attributable to corresponding increases or decreases in service revenues. Cost of services has remained generally consistent as a percentage of service revenues.
Cost of products. Cost of products consists primarily of the cost of products sold through our various methods of distribution, an allocable portion of wages paid to shipboard employees and an allocable portion of payments to cruise line and destination resort partners (which are derived as a percentage of product revenues or a minimum annual rent or a combination of both). Cost of products has historically been highly variable; increases and decreases in cost of products are primarily attributable to corresponding increases or decreases in product revenues and includes impairment of the carrying value of inventories. Cost of products has remained generally consistent as a percentage of product revenues.
Administrative. Administrative expenses are comprised of expenses associated with corporate and administrative functions that support our business, including fees for professional services, insurance, headquarters rent and other general corporate expenses.
Salaries, benefits and payroll taxes. Salaries, benefits and payroll taxes are comprised of employee expenses associated with corporate and administrative functions that support our business, including fees for employee salaries, bonuses, stock-based compensation, payroll taxes, pension/401(k) and other employee costs.
Amortization of intangible assets. Amortization of intangible assets are comprised of the amortization of intangible assets with definite useful lives (e.g. retail concession agreements, destination resort agreements, licensing agreements).
Interest expense, net. Interest expense, net consists of interest income and interest expense.
Income tax expense. Income tax expense includes current and deferred federal income tax expenses, as well as state and local income taxes.
Net income. Net income consists of income from operations less other expense and income tax expense.
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Revenue Drivers and Business Trends
Our revenues and financial performance are impacted by a multitude of factors, including, but not limited to:
•The number of health and wellness centers we operate on cruise ships and in destination resorts. The number of cruise ships on which we operate during each period is primarily impacted by our renewal of existing cruise ship partner agreements, introductions of new ships to service under our existing agreements, agreements with new cruise line partners, ships temporarily out of service for maintenance and repair, ships temporarily out of service undergoing enhancements to their facilities and operations, including enhancements to our health and wellness centers, ships and itineraries impacted by temporary adverse weather conditions, and ships prevented from sailing due to outbreaks of illnesses, among other factors. The number of destination resorts in which we operate during each period is primarily attributable to renewal of existing agreements with destination resort partners, certain of our health and wellness centers undergoing renovations to enhance operations, and destination resorts temporarily prevented from operating due to adverse weather conditions and outbreaks of illnesses, among other factors.
•The size and offerings of new health and wellness centers. We have focused on innovating and implementing higher value added and price point services such as medi-spa and advanced facial techniques, which require treatment rooms equipped with specific equipment and staff trained to perform these services. As our cruise line partners continue to invest in new ships and enhancing existing vessels with enhanced health and wellness centers that allow for more advanced treatment rooms and larger staff sizes, we are able to increase the availability of these services, driving an overall shift towards a more profitable service mix.
•Expansion of value-added services and products and increased pricing across modalities in existing health and wellness centers. We continue to introduce and expand our higher value added and price point offerings in existing health and wellness centers, including introducing premium medi-spa, acupuncture, light therapies and advanced skin care services, among other services and products innovations, resulting in higher guest demand and spending. In addition, we continue to evaluate our pricing architecture selectively across our services and products.
•The mix of ship count across contemporary, premium, luxury and budget categories. Revenue generated per shipboard health and wellness center differs across contemporary, premium, luxury and budget ship categories due to the size of the health and wellness centers, services offered and guest socioeconomic factors.
•The mix of cruise itineraries. Revenue generated per shipboard health and wellness center is influenced by cruise itinerary, including length of cruise, number of sea days versus port days, which impacts center utilization, and the geographic sailing region, which may impact ship category and offerings of services and products to align with guest socioeconomic mix and preferences.
•Collaboration with cruise line partners, including targeted marketing and promotion initiatives, as well as implementation of proprietary technologies to increase center utilization via pre-booking and pre-payment of health and wellness services. We directly market and promote to onboard passengers as a result of increasing collaboration with our cruise line partners. We also utilize our proprietary health and wellness services pre-booking and pre-payment technology platforms integrated with certain of our cruise line partners’ pre-cruise planning systems. These areas of increased collaboration with cruise line partners are resulting in higher productivity, revenue generation, and profitability across our health and wellness centers.
•The impact of weather. Our health and wellness centers onboard cruise ships and in select destination resorts may be negatively affected by the frequency and intensity of hurricanes, which may be impacted by climate change. The negative impact of hurricanes in the Northern Hemisphere is highest during peak season, from August through October.
•Our revenues and financial performance may be impacted by other risks and uncertainties, including, without limitation, those set forth under the section entitled “Risk Factors” in Part II, Item 1A of the Company’s 2025 Form 10-K.
The effect of each of these factors on our revenues and financial performance varies from period to period.
Recent Accounting Pronouncements
Refer to Note 2 to the Condensed Consolidated Financial Statements in this report for a discussion of recent accounting pronouncements.
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Results of Operations
Three Months Ended June 30, 2026 % of Total Revenue Three Months Ended June 30, 2025 % of Total Revenue
(in thousands, except per share amounts)
REVENUES:
Service revenues $ 214,411 82 % $ 193,358 80 %
Product revenues 46,835 18 % 47,368 20 %
Total revenues 261,246 100 % 240,726 100 %
COST OF REVENUES AND OPERATING EXPENSES:
Cost of services 176,895 68 % 161,250 67 %
Cost of products 39,781 15 % 39,984 17 %
Administrative 7,190 3 % 4,410 2 %
Salaries, benefits and payroll taxes 8,806 3 % 8,821 4 %
Amortization of intangible assets 4,064 2 % 4,134 2 %
Total cost of revenues and operating expenses 236,736 91 % 218,599 91 %
Income from operations 24,510 9 % 22,127 9 %
INTEREST EXPENSE, NET (1,069 ) 0 % (1,395 ) -1 %
Income before income tax expense 23,441 9 % 20,732 9 %
INCOME TAX EXPENSE 226 0 % 792 0 %
NET INCOME $ 23,215 9 % $ 19,940 8 %
NET INCOME PER SHARE:
Basic $ 0.23 $ 0.19
Diluted $ 0.23 $ 0.19
WEIGHTED-AVERAGE SHARES OUTSTANDING:
Basic 102,048 103,211
Diluted 102,481 103,620
Comparison of Results for the three months ended June 30, 2026 compared to three months ended June 30, 2025
Revenues. Total revenues increased 9% to $261.2 million compared to $240.7 million for the second quarter of 2025, driven by a 4% increase in revenue days, health and wellness center expansion from 2026 new ship builds, and a 1.2% increase in average guest spend, contributing $14.5 million, $4.8 million and $2.7 million, respectively, to the increase in total revenues, of which $4.7 million was attributable to increased guest pre-booked services. Growth in our Maritime Total revenues was offset by a $1.3 million decrease in destination resorts total revenues, partially due to the closure of hotels where we had previously operated. The decrease in Product revenues was driven by the previously announced reorganization of operations in the United Kingdom and Italy.
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The break-down of revenue growth between service and product revenues was as follows:
•Service revenues. Service revenues for the three months ended June 30, 2026 were $214.4 million, an increase of $21.1 million, or 11%, compared to $193.4 million for the three months ended June 30, 2025.
•Product revenues. Product revenues for the three months ended June 30, 2026 were $46.8 million, a decrease of $0.5 million, or (1)%, compared to $47.4 million for the three months ended June 30, 2025.
Cost of services. Cost of services for the three months ended June 30, 2026 were $176.9 million, an increase of $15.6 million, or 10%, compared to $161.2 million for the three months ended June 30, 2025. The increase was primarily attributable to costs associated with increased Service revenues of $214.4 million in the quarter from our operating health and wellness centers at sea and on land, compared with Service revenues of $193.4 million in the second quarter of 2025.
Cost of products. Cost of products for the three months ended June 30, 2026 were $39.8 million, a decrease of $0.2 million, or (1)%, compared to $40.0 million for the three months ended June 30, 2025. The decrease was primarily attributable to costs associated with decreased Product revenues of $46.8 million in the quarter from our operating health and wellness centers at sea and on land, compared to Product revenues of $47.4 million in the second quarter of 2025.
Administrative. Administrative expenses for the three months ended June 30, 2026 were $7.2 million, an increase of $2.8 million, or 63%, compared to $4.4 million for the three months ended June 30, 2025. The increase was primarily due to $2.0 million in third-party fees for certain management and logistics services as a result of our previously announced restructuring, which were previously performed internally by company staff, and as such, the related costs have shifted from Salaries, benefits and payroll taxes to Administrative.
Salaries, benefits and payroll taxes. Salaries, benefits and payroll taxes were $8.8 million for both the three months ended June 30, 2026 and 2025. The consistency reflects a reduction in internal personnel costs during the three months ended June 30, 2026 resulting from the transition of certain management and logistics services to third-party providers, as discussed above, partially offset by annual merit increases and higher incentive-based compensation.
Amortization of intangible assets. Amortization of intangible assets was $4.1 million for each of the three-month periods ended June 30, 2026 and 2025.
Interest expense, net. Interest expense, net was $1.1 million for the three months ended June 30, 2026, compared to $1.4 million for the three months ended June 30, 2025. The decrease was primarily due to a $15.0 million reduction in the principal balance of the Term Loan Facility since June 30, 2025, including a $10.0 million discretionary prepayment in the third quarter of 2025 that satisfied scheduled amortization through 2027.
Income tax expense. Income tax expense for the three months ended June 30, 2026 was an expense of $0.2 million, a decrease of $0.6 million, or (71)%, compared to $0.8 million tax expense for the three months ended June 30, 2025. The decrease was primarily attributable to a mix of income earned in lower taxed jurisdictions.
Net income. Net income for the three months ended June 30, 2026 was $23.2 million, an increase of $3.3 million, or 16%, compared to a net income of $19.9 million for the three months ended June 30, 2025. This increase was primarily attributable to a $2.4 million improvement in operating income, a $0.6 million decrease in income tax expense, and a $0.3 million decrease in interest expense, net.
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Six Months Ended June 30, 2026 % of Total Revenue Six Months Ended June 30, 2025 % of Total Revenue
(in thousands, except per share amounts)
REVENUES:
Service revenues $ 418,071 82 % $ 371,877 81 %
Product revenues 90,806 18 % 88,479 19 %
Total revenues 508,877 100 % 460,356 100 %
COST OF REVENUES AND OPERATING EXPENSES:
Cost of services 345,207 68 % 309,404 67 %
Cost of products 77,600 15 % 75,281 16 %
Administrative 13,392 3 % 8,623 2 %
Salaries, benefits and payroll taxes 17,169 3 % 19,816 4 %
Amortization of intangible assets 8,132 2 % 8,268 2 %
Total cost of revenues and operating expenses 461,500 91 % 421,392 92 %
Income from operations 47,377 9 % 38,964 8 %
INTEREST EXPENSE, NET (2,239 ) 0 % (2,542 ) -1 %
Income before income tax expense 45,138 9 % 36,422 8 %
INCOME TAX EXPENSE 593 0 % 1,211 0 %
NET INCOME $ 44,545 9 % $ 35,211 8 %
NET INCOME PER SHARE
Basic $ 0.44 $ 0.34
Diluted $ 0.44 $ 0.34
WEIGHTED-AVERAGE SHARES OUTSTANDING:
Basic 102,017 103,903
Diluted 102,395 104,345
Comparison of Results for the six months ended June 30, 2026 compared to six months ended June 30, 2025
Revenues. Total revenues increased 11% to $508.9 million compared to $460.4 million for the six months ended June 30, 2025, driven by a 4% increase in revenue days, a 2% increase in average guest spend, and fleet expansion, contributing $37.6 million, $7.7 million and $6.0 million, respectively, to the increase in Total revenues, of which $10 million was attributable to increased pre-booked revenues at health and wellness centers included in our ship count as of June 30, 2026. This was offset by a $2.5 million decrease in our land-based spa business, partially due to the closure of hotels where we had previously operated.
The break-down of revenue between service and product revenues was as follows:
•Service revenues. Service revenues for the six months ended June 30, 2026 were $418.1 million, an increase of $46.2 million, or 12%, compared to $371.9 million for the six months ended June 30, 2025.
•Product revenues. Product revenues for the six months ended June 30, 2026 were $90.8 million, an increase of $2.3 million, or 3%, compared to $88.5 million for the six months ended June 30, 2025.
Cost of services. Cost of services for the six months ended June 30, 2026 were $345.2 million, an increase of $35.8 million, or 12%, compared to $309.4 million for the six months ended June 30, 2025. The increase was primarily attributable to costs associated with increased Service revenues of $418.1 million in the six months ended June 30, 2026 from our operating health and wellness centers at sea and on land, compared with Service revenues of $371.9 million in the six months ended June 30, 2025.
Cost of products. Cost of products for the six months ended June 30, 2026 were $77.6 million, an increase of $2.3 million, or 3%, compared to $75.3 million for the six months ended June 30, 2025. The increase was primarily attributable to costs associated with increased Product revenues of $90.8 million in the six months ended June 30, 2026 from our operating health and wellness centers at sea and on land, compared to Product revenues of $88.5 million in the six months ended June 30, 2025.
Administrative. Administrative expenses for the six months ended June 30, 2026 were $13.4 million, an increase of $4.8 million, or 55%, compared to $8.6 million for the six months ended June 30, 2025. The increase was primarily due to $3.9 million in third-party fees for
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certain management and logistics services as a result of our previously announced restructuring, which were previously performed internally by company staff, and as such, the related costs have shifted from Salaries, benefits and payroll taxes to Administrative.
Salaries, benefits and payroll taxes. Salaries, benefits and payroll taxes for the six months ended June 30, 2026 were $17.2 million, a decrease of $2.6 million, or (13)%, compared to $19.8 million for the six months ended June 30, 2025. The decrease was primarily attributable to the non-recurrence of $2.5 million in separation-related expenses incurred during the first quarter of 2025 associated with the termination of employment of the Company’s former Chief Commercial Officer. The variance also reflects a reduction in internal personnel costs in the six months ended June 30, 2026 resulting from the transition of certain management and logistics services to third-party providers, as discussed above, partially offset by annual merit increases and higher incentive-based compensation.
Amortization of intangible assets. Amortization expense was $8.1 million and $8.3 million for the six-month periods ended June 30, 2026 and 2025, respectively.
Interest expense, net. Interest expense, net was $2.2 million for the six months ended June 30, 2026, compared to $2.5 million for the six months ended June 30, 2025. The decrease was primarily due to a $15.0 million reduction in the principal balance of the Term Loan Facility since June 30, 2025, including a $10.0 million discretionary prepayment in the third quarter of 2025 that satisfied scheduled amortization through 2027.
Income tax expense. Income tax expense for the six months ended June 30, 2026 was an expense of $0.6 million, a decrease of $0.6 million, or (51)%, compared to $1.2 million tax expense for the six months ended June 30, 2025. The decrease was primarily attributable to a mix of income earned in lower taxed jurisdictions.
Net income. Net income for the six months ended June 30, 2026 was $44.5 million, an increase of $9.3 million, or 27%, compared to net income of $35.2 million for the six months ended June 30, 2025. This increase was primarily attributable to an $8.4 million improvement in operating income, a $0.6 million decrease in income tax expense, and a $0.3 million decrease in interest expense, net.
Liquidity and Capital Resources
Overview
We fund our operations principally with cash flow from operations. Our principal uses for our liquidity during the six months ended June 30, 2026 included (i) funding investment in support of the operations of our health and wellness centers onboard cruise ships and in destination resorts, including working capital and capital expenditures for technology, infrastructure, and global operating infrastructure; (ii) a $2.5 million principal payment on our Term Loan Facility; and (iii) the payment of $10.2 million in Dividends.
We have concluded that our existing cash and available credit facilities, combined with cash flow from operations, will be sufficient to satisfy our existing and planned capital requirements and to comply with all debt covenants as required by our debt agreements over the next twelve months and for the foreseeable future beyond that period. Additional information regarding our Revolving Facility, letter of credit capacity, and debt covenants is included in the notes to our consolidated financial statements.
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Cash Flows
The following table shows summary cash flow information for the six months ended June 30, 2026 and the six months ended June 30, 2025.
(in thousands) Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Net income $ 44,545 $ 35,211
Depreciation and amortization 14,128 12,430
Amortization of deferred financing costs 143 154
Stock-based compensation 5,036 5,672
Provision for doubtful accounts 7 9
Noncash lease expense (19 ) 14
Changes in working capital (21,454 ) (23,089 )
Net cash provided by operating activities 42,386 30,401
Capital expenditures (6,631 ) (4,426 )
Cash received in connection with divestiture 1,328 —
Net cash used in investing activities (5,303 ) (4,426 )
Repurchase of common shares (379 ) (37,901 )
Repayment on first lien and term loan facilities (2,506 ) (2,500 )
Payment of deferred financing costs — (9 )
Dividends (10,152 ) (8,295 )
Net cash used in financing activities (13,037 ) (48,705 )
Effect of exchange rates 8 319
Net increase (decrease) in cash, cash equivalents and restricted cash $ 24,054 $ (22,411 )
Comparison of Results for the six months ended June 30, 2026 and 2025
Operating activities. Net cash provided by operating activities was $42.4 million and $30.4 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $12.0 million. This increase was due to a $10.4 million increase in net income, net of non-cash items, and a $1.6 million favorable change in working capital.
The increase in net income, net of non-cash items was primarily attributable to: (i) increased revenues resulting from a higher number of health and wellness center guests on our existing fleet, expansion of our fleet, and higher guest spend; and (ii) reduced interest expense attributable to lower debt balances. For further discussion, see “Results of Operations” above.
The $1.6 million favorable change in working capital reflected cash outflows of $21.5 million and $23.1 million for the six months ended June 30, 2026 and 2025, respectively.
The $21.5 million cash outflow from working capital for the six months ended June 30, 2026 was primarily driven by: (i) a $10.1 million decrease in accounts payable, primarily related to the timing of vendor payments; (ii) a $5.7 million increase in accounts receivable due to higher revenues relative to the prior year period; (iii) a $2.7 million increase in prepaid expenses, primarily due to an increase in prepaid software costs; and (iv) a $2.4 million use of cash related to accrued expenses.
The $23.1 million cash outflows from working capital for the six months ended June 30, 2025 was primarily driven by (i) a $9.7 million increase in Inventories, reflecting increased purchases due to revenue growth and in anticipation of increased shipments in the third quarter of 2025; (ii) an $8.5 million use of cash related to Accrued expenses; (iii) a $3.2 million increase in Other non-current assets primarily reflecting capitalized contract costs paid to enter into new contracts or to renew long-term contracts; and (iv) a $1.9 million payment for income taxes.
Investing activities. Our net cash used in investing activities for the six months ended June 30, 2026 and 2025 was $5.3 million and $4.4 million, respectively. The increase in cash used was primarily driven by continued investments in technology hardware and software, including artificial intelligence, partially offset by $1.3 million in proceeds received from the divestiture of two immaterial subsidiaries previously disclosed in our 2025 Form 10-K.
Financing activities. Our net cash used in financing activities for the six months ended June 30, 2026 and 2025 was $13.0 million and $48.7 million, respectively. For the six months ended June 30, 2026, the Company utilized $0.4 million to repurchase 16,134 of our common shares, repaid $2.5 million on the Term Loan Facility and paid Dividends of $10.2 million. For the six months ended June 30, 2025, the Company utilized $37.9 million to repurchase 2,094,000 of our common shares, repaid $2.5 million on the Term Loan Facility and paid Dividends of $8.3 million.
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Seasonality
A significant portion of our revenues are generated onboard cruise ships and are subject to specific individual cruise itineraries, as to time of year and geographic location, among other factors. As a result, we experience varying degrees of seasonality as the demand for cruises is stronger in the Northern Hemisphere during the summer months and during holidays. Accordingly, the third quarter and holiday periods generally result in our highest revenue yields. Further, cruises and destination resorts have been negatively affected by the frequency and intensity of hurricanes, which may be impacted by climate change. The negative impact of hurricanes in the Northern Hemisphere is highest during peak season, from August through October.
Contractual Obligations
As of June 30, 2026, our future contractual obligations have not changed significantly from the amounts disclosed in our 2025 Form 10-K.
Critical Accounting Policies
Management’s discussion and analysis of financial condition and results of operations is based upon our condensed consolidated unaudited financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from these estimates under different assumptions or conditions. At least quarterly, management reevaluates its judgments and estimates, which are based on historical experience, current trends and various other assumptions that are believed to be reasonable under the circumstances.
Our critical accounting policies are included in our 2025 Form 10-K. We believe that there have been no significant changes during the six months ended June 30, 2026 to the critical accounting policies disclosed in our 2025 Form 10-K.
Inflation and Economic Conditions
We do not believe that inflation has had a material adverse effect on our revenues or results of operations. However, public demand for activities, including cruises, is influenced by general economic conditions, including inflation, global concerns regarding health, and customer preferences. Periods of economic softness could have a material adverse effect on the cruise industry and hospitality industry upon which we are dependent and could adversely affect our results of operations and financial condition. Severe adverse economic conditions, increases in inflation rates and interest rates, as well as periods of fuel price increases, could have a material adverse effect on our business, results of operations and financial condition.
Cautionary Statement Regarding Forward-Looking Statements
From time to time, including in this report and other disclosures, we may issue “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views about future events and are subject to known and unknown risks, uncertainties and other factors which may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We attempt, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “forecast,” “future,” “intend,” “plan,” “estimate” and similar expressions of future intent or the negative of such terms.
Such forward-looking statements include, but are not limited to, statements regarding:
•the Company’s business, competitive position and operations;
•the Company’s results of operations and financial condition, including cash flows and liquidity;
•consumer demand or the markets for the Company’s services and products, together with the possibility that the Company may be adversely affected by economic, business, and/or competitive factors or changes in the business environment in which the Company operates;
•potential future outbreaks of illnesses impacting the industries in which the Company operates;
•economic, business, geopolitical, and/or competitive factors and the business environment in which the Company operates;
•applicable laws or regulations;
•competition for the Company’s services;
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•the availability and realization of opportunities for expansion of the Company’s business;
•managing growth profitably;
•dependence on the Company’s management team;
•other risks and uncertainties included from time to time in the Company’s reports (including all amendments to those reports) filed with the U.S. Securities and Exchange Commission;
•other risks and uncertainties indicated in our 2025 Form 10-K, including those set forth under the section entitled “Risk Factors”; and
•other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
These forward-looking statements are based on information available as of the date of this report and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.