OneSpaWorld Holdings Limited (NASDAQ:OSW) Q4 2023 Earnings Call Transcript

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Stephen Lazarus : Good morning, Laura. On a treasury basis the warrants saw, included each quarter as we do the diluted share count calculation. The interesting part that will play out here for us is to these warrants are exercised on a cashless basis. As you know they have been [indiscernible] strike price and so to the extent they’re exercised on a cash basis some of which don’t have the optionality. By the way they do have to exercise on a cash basis. That will determine how much cash comes into the company. And then it may impact — it would impact the diluted share count, because it’s not on a cashless basis. So right now we have to wait and see, exactly how that plays out. And it’s literally two weeks — two or three weeks away March 19th is when it — so we’ll have more visibility then. But remember, just from a pure cashless treasury basis, it’s already included in the share count number.

Laura Champine: Understood. If this does generate meaningful cash, would the company use that to pay down debt? Or is it not an expected windfall of that magnitude?

Stephen Lazarus: I think it’s too early to make that determination. It really is a matter of cash comes in and then we’ll see how to move forward. But again, I would reiterate, as we exhibited in the fourth quarter that we don’t have to be mutually exclusive decision-making as it relates to shareholders.

Laura Champine: Understood. Thank you.

Operator: The next question comes from Assia Georgieva with Infinity Research. Please go ahead.

Assia Georgieva: Good morning guys. Stephen, maybe the first question is for you. Given this $5.4 million one-time charge, I think you said specifically, shouldn’t we exclude it from adjusted EBITDA? And then arrive at Q4 EBITDA of close to $29 million? And related to this, do you expect as you continue to pay down the first lien term loan that you may be incurring other such charges going forward?

Stephen Lazarus: As it relates to the second part of your question Assia, no. This is indeed just a one-time payment. Further reduction in our leverage ratio will not generate any additional charges. So there will be no additional charges similar to this. It is technically already excluded from EBITDA, because it’s recorded as an interest payment. So it is outside of the EBITDA calculation.

Assia Georgieva: Okay. Thanks for that clarification. And just kind of comparing Q4 to the Q1 cadence, in adjusted EBITDA guidance. And I understand that Q1 is the weakest quarter out of the year. And again, we probably have slightly more dry-docks versus Q4. Shouldn’t we expect EBITDA to be at the top end of your range the $23.5 million, as opposed to sort of a reduction versus Q4?

Stephen Lazarus: We obviously provide a range of EBITDA that encompasses what our expectation would be. I don’t think it would be appropriate for me to say we — should you expect it to be at the high-end of the range or not. Our expectation is that it will fall — as of right now our expectation is that it will fall within that range?

Assia Georgieva: I am sorry. Stephen, just one final…

Stephen Lazarus: I appreciate that.

Assia Georgieva: Just a question on the warrants to kind of follow-up on what Laura was asking. Can you give us just a rough percentage of what part of the warrants, are cash-only exercised?

Stephen Lazarus: It’s — I will tell you that, it’s not a simple calculation because depending on whether or not sponsor warrants were subsequently transacted, they lose that capability. So there is a nuance to how much will be cashless and how much will be non-cashless. I honestly don’t know yet. That’s why, I keep saying we have to wait and see what happens between now and March 19 in order to determine exactly how much cash might come in or in fact if any of the warrants may not get exercised, I wouldn’t be surprised if they suddenly just pull away and nothing happens with them. So, I don’t know just yet. I see it’s because of the nuance around whether they were traded or not. And once they get traded, they lose the right of the cashless exercise. So I don’t know at this point in time.

Assia Georgieva: I can’t wait for these three weeks to be over because, as you can imagine for us on the outside looking in, it’s even more complicated than sometimes confusing to figure out exactly, what would happen with those warrants. So, I’m hoping for the best outcome on March 19.

Stephen Lazarus: Yes. Look that’s five years, right. Believe it or not, five years since the destack.

Assia Georgieva: Yes, we’ve been waiting. Well, thank you, very much for answering my questions.

Operator: This concludes our question-and-answer session. I would like to turn the conference back over to Leonard Fluxman, Executive Chairman, CEO and COO for any closing remarks.

Leonard Fluxman: Right. Thank you all for joining us today. We look forward to speaking with you when we report our first quarter results in May. Thanks for joining today. Talk soon. Bye-bye.

Operator: The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.

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