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, 2022. We assume no obligation to
update any of these forward-looking statements.
During the first quarter of 2023, we continued to execute the resumption of our
health and wellness center operations on cruise ships and in destination
resorts, and have substantially returned to normal operations. Despite the
impacts of the recent pandemic on the travel leisure industry and our business,
we believe we have certain strengths that have positioned us as a leader in the
hospitality-based health and wellness industry and as a participant in the
continued recovery of the cruise and hospitality industries.
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. Our highly trained and experienced staff offer
guests a comprehensive suite of premium health, fitness, beauty and wellness
services and products onboard cruise ships and at destination resorts globally.
We are the market leader at more than 20x the size of our closest maritime
competitor. 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 our cruise line and destination resort
partners' 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 the powerful back-end recruiting, training and logistics platforms
to manage our operational complexity, maintain our industry-leading quality
standards, and maximize revenue and profitability per center. The combination of
our renowned recruiting and training platform, deep proprietary labor pool,
global logistics and supply chain infrastructure, and proven health and wellness
center and revenue 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 almost all of our cruise
line agreements that expired or were scheduled to expire.

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.


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 Asian centers. Additionally,
average weekly revenue can also be negatively impacted by renovations of our
destination resort health and wellness centers.
                                                  Three Months
                                                      Ended
                                                    March 31
                                                2023         2022
Average Ship Count                                 173          104
Period End Ship Count                              179          170
Average Weekly Revenue Per Ship               $ 77,076     $ 58,775

Average Revenue Per Shipboard Staff Per Day $ 542 $ 449 Average Resort Count

                                48           47
Period End Resort Count                             51           51
Average Weekly Revenue Per Resort             $ 16,973     $ 13,992

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 services, including a full range of massage and body care treatments,
hair care treatments, skin and facial treatments, nutritional/weight management
consultations, teeth whitening, ayurvedic treatments, acupuncture, medi-spa, and
fitness personal training services 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 skincare, body
care, hair care, orthotics, and nutritional supplement products, among others,
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 tended to
remain 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 tended to remain 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) and amortization expenses associated with prior transactions.

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Other income (expense), net. Other income (expense) consists of interest income, interest expense and changes in the fair value of warrant liabilities.

Income tax expense (benefit). Income tax expense (benefit) includes current and deferred federal income tax expenses, as well as state and local income taxes.

Net income (loss). Net income (loss) consists of income (loss) from operations less other income (expense) and income tax expense (benefit).

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 ships and destination resorts in which we operate health and
wellness centers. Revenue is impacted by net new ship growth, ships out of
service, unanticipated dry-docks, ships prevented from sailing due to outbreaks
of illnesses, such as the recent pandemic, and the number of destination resort
health and wellness centers operating in each period.


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 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 across modalities in existing
health and wellness centers. We continue to expand our higher value added and
price point offerings in existing health and wellness centers, including
introducing premium medi-spa and advanced facial services, resulting in higher
guest spending.


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 the 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 forecast guest 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 enhanced collaboration with select 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 revenue generation 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 hurricanes,
particularly during the August through October period, which may be increasing
in frequency and intensity due to climate change.

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 2022 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.

Results of Operations


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                                          Three Months                         Three Months
                                             Ended            % of Total           Ended           % of Total
                                         March 31, 2023        Revenue        March 31, 2022        Revenue
(dollars in thousands, except per
share amounts)
REVENUES:
Service revenues                        $        150,121               82 %   $        71,162               81 %
Product revenues                                  32,334               18 %            16,501               19 %
Total revenues                                   182,455              100 %            87,663              100 %
COST OF REVENUES AND OPERATING
EXPENSES:
Cost of services                                 126,328               69 %            62,667               71 %
Cost of products                                  28,265               15 %            14,652               17 %
Administrative                                     3,570                2 %             3,833                4 %
Salaries, benefits and payroll taxes               8,921                5 %             8,727               10 %
Amortization of intangible assets                  4,206                2 %             4,206                5 %
Total cost of revenues and operating
expenses                                         171,290               94 %            94,085              107 %
Income (loss) from operations                     11,165                6 %            (6,422 )             -7 %
OTHER (EXPENSE) INCOME
Interest expense, net                             (4,610 )             -3 %            (3,407 )             -4 %
Change in fair value of warrant
liabilities                                      (21,900 )            -12 %             3,400                4 %
Total other expense                              (26,510 )            -15 %                (7 )             -0 %
Loss before income tax expense
(benefit)                                        (15,345 )             -8 %            (6,429 )             -7 %
INCOME TAX EXPENSE (BENEFIT)                         559                0 %              (113 )              0 %
NET LOSS                                $        (15,904 )             -9 %   $        (6,316 )             -7 %
NET LOSS PER VOTING AND NON-VOTING
SHARE
Basic and diluted                       $          (0.17 )                    $         (0.07 )
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic and diluted                                 93,418                               92,204


Comparison of Results for the Three Months Ended March 31, 2023 and 2022



Results of operations for the first quarter of 2023 continued to accelerate from
2022 as the Company has substantially returned to normalized operations since
the advent of the COVID-19 pandemic.

Revenues. Revenues for the three months ended March 31, 2023 and 2022 were $182.5 million and $87.7 million, respectively. The increase was primarily attributable to our average ship count of 173 health and wellness centers onboard ships operating during the quarter compared with our average ship count of 104 health and wellness centers onboard ships operating during the first quarter of 2022 and the occupancy of the average ships in service in the respective quarters.

The break-down of revenue growth between service and product revenues was as follows:


Service revenues. Service revenues for the three months ended March 31, 2023
were $150.1 million, an increase of $79.0 million, or 111%, compared to $71.2
million for the three months ended March 31, 2022.

Product revenues. Product revenues for the three months ended March 31, 2023 were $32.3 million, an increase of $15.8 million, or 96%, compared to $16.5 million for the three months ended March 31, 2022.



Cost of services. Cost of services for the three months ended March 31, 2023
were $126.3 million, an increase of $63.7 million, or 102%, compared to $62.7
million for the three months ended March 31, 2022. The increase was primarily
attributable to costs associated with increased service revenues of $150.1
million in the quarter from our operating health and wellness centers at sea and
on land, compared with service revenues of $71.2 million in the first quarter of
2022.

Cost of products. Cost of products for the three months ended March 31, 2023
were $28.3 million, an increase of $13.6 million, or 93%, compared to $14.7
million for the three months ended March 31, 2022. The increase was primarily
attributable to costs associated with increased product revenues of $32.3
million in the quarter from our operating health and wellness centers at sea and
on land, compared to product revenues of $16.5 million in the first quarter of
2022.

Administrative. Administrative expenses for the three months ended March 31,
2023 were $3.6 million, a decrease of $0.2 million, or 7%, compared to $3.8
million for the three months ended March 31, 2022. The decrease was primarily
attributable to a reduction of costs in the three months ended March 31, 2023 in
connection to administrative costs related to recruitment, travel, housing and
training of shipboard employees at our London Wellness Academy and professional
fees.

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Salaries, benefits and payroll taxes. Salaries, benefits and payroll taxes for
the three months ended March 31, 2023 were $8.9 million, an increase of $0.2
million, or 2%, compared to $8.7 million for the three months ended March 31,
2022. The increase was primarily attributable the measured increase in corporate
head count to account for the return to normal operations.

Amortization of intangible assets. Amortization of intangible assets for the three months ended March 31, 2023 and 2022 was $4.2 million for both periods.



Other (expense) income. Other (expense) income includes interest expense and
change in the fair value of the warrant liabilities. Interest expense for the
three months ended March 31, 2023 was ($4.6) million, an increase of $1.2
million, or 35%, compared to ($3.4) million for the three months ended March 31,
2022. The increase was primarily attributable to the interest rate increase
partially offset by lower debt balances. The change in fair value of the
outstanding warrants during the three months ended March 31, 2023 was a loss of
($21.9) million compared to a gain of $3.4 million during the three months ended
March 31, 2022. The change in fair value of warrant liabilities is the result of
changes in market prices deriving the value of the financial instruments.

Income tax expense (benefit) Income tax expense (benefit) for the three months
ended March 31, 2023 was $0.6 million, an increase of $0.7 million, or 595%,
compared to an income tax benefit of ($0.1) million for the three months ended
March 31, 2022. The increase was primarily driven by a change in valuation
allowance, withholding taxes due in various jurisdictions and the decrease in
availability of net operating losses.

Net loss. Net loss for the three months ended March 31, 2023 was ($15.9)
million, a decrease of $9.6 million, or 152%, compared to a net loss of ($6.3)
million for the three months ended March 31, 2022. The decrease was primarily
attributable to the negative change in fair value of warrant liabilities as a
result of the increased share price. The change in fair value of warrant
liabilities was a loss of ($21.9) million in the quarter, compared to a gain of
$3.4 million in the first quarter of 2022. Excluding the change in fair value of
warrant liabilities the improvement in the first quarter of 2023 was primarily a
result of the $17.6 million change in income from operations derived primarily
from the increase in the number of wellness centers onboard ships operating
during the quarter.

Liquidity and Capital Resources

Overview



Prior to the COVID-19 pandemic, we funded our operations principally with cash
flow from operations. Upon the onset of the COVID-19 pandemic in March 2020, we
took prudently aggressive actions to increase our financial flexibility by
securing and reallocating capital resources, including: (i) eliminating all
non-essential operating and capital expenditures, (ii) withdrawing the Company
dividend program until further notice, (iii) deferring payment of a dividend
declared on February 26, 2020 until approved by the Board of Directors, (iv)
completing the 2020 Private Placement on June 12, 2020; (v) borrowing $7
million, net, on our First Lien Revolving Facility, leaving $13 million
available and undrawn; and (vi) entering into an agreement to allow for the
Company to operate its ATM Program, which permitted the Company to sell, from
time to time, common shares up to an aggregate offering price of $50.0 million,
pursuant to which, as of July 31, 2022, shares representing approximately $10
million remained available for sale under the Agreement, and which Agreement was
terminated by the Company on August 1, 2022.

Since the substantial easing of COVID-19 pandemic restrictions, our principal
uses for liquidity have been funding our return to service on 179 cruise ships
and in 51 destination resorts, associated working capital investment, debt
service and full repayment of our Second Lien Term Loan Facility.

Our results continued to experience significant recovery during the three months
ended March 31, 2023 when compared to the prior year period, building upon the
positive net operating cash flows. Taking into account the actions described
above and our current resources, we have concluded that we will have sufficient
liquidity to satisfy our obligations over the next twelve months and comply with
all debt covenants as required by our debt agreements.

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Cash Flows

The following table shows summary cash flow information for the three months ended March 31, 2023 and 2022.





                                                    Three Months           Three Months
                                                       Ended                  Ended
(in thousands)                                     March 31, 2023         March 31, 2022

Net loss                                          $        (15,904 )   $             (6,316 )
Depreciation and amortization                                5,509          

5,477


Amortization of deferred financing costs                       324                      257
Change in fair value of warrant liabilities                 21,900                   (3,400 )
Stock-based compensation                                     2,591          

3,286


Provision for doubtful accounts                                  5                        -
Loss from write-offs of property and equipment                   -                       10
Noncash lease expense                                           51                       20
Deferred income taxes                                          227                        -
Change in working capital                                  (12,511 )                    105
Net cash provided by (used in) operating
activities                                                   2,192                     (561 )
Capital expenditures                                        (1,319 )                   (919 )
Net cash used in investing activities                       (1,319 )                   (919 )
Proceeds from exercise of warrants                             215                       55
Repayment on term loan facilities                          (10,521 )                   (212 )
Net cash used in financing activities                      (10,306 )                   (157 )
Effect of exchange rate changes on cash                        168                     (246 )
Net decrease in cash and cash equivalents and
restricted cash                                   $         (9,265 )   $    

(1,883 )

Comparison of Results for the Three Months Ended March 31, 2023 and 2022



Operating activities. Our net cash provided by (used in) operating activities
for the three months ended March 31, 2023 and 2022 were $2.2 million and $(0.6)
million, respectively. In the three months ended March 31, 2023, net operating
cash flows continue to accelerate from 2022, as the Company has substantially
returned to normal operations. In the three months ended March 31, 2022, the
Company incurred a deficit in net cash provided by (used in) operating
activities, as the Company had substantially reduced revenues from operations
onboard cruise ships due to the COVID-19 pandemic, while still incurring
operating expenses.

Investing activities. Our net cash used in investing activities for the three
months ended March 31, 2023 and 2022 were $1.3 million and $0.9 million,
respectively. In the three months ended March 31, 2023, the Company incurred
more capital expenditures than in the three months ended March 31, 2022, as the
Company has substantially returned to normal operations since the advent of the
COVID-19 pandemic.

Financing activities. Our net cash used in financing activities for the three
months ended March 31, 2023 and 2022 were $10.3 million and $0.2 million,
respectively. For the three months ended March 31, 2023, the Company repaid $0.5
million on the First Lien Term Loan Facility and $10.0 million on the Second
Lien Term Loan Facility and received proceeds from the exercise of public
warrants of $0.2 million. For the three months ended March 31, 2022, the Company
repaid $0.2 million on the First Lien Term Loan Facility and received proceeds
from the exercise of public warrants of $0.1 million.

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 the highest revenue yields for
us. Further, cruises and destination resorts have been negatively affected by
the frequency and intensity of hurricanes, particularly during the August
through October period, which may be increasing in frequency and intensity due
to climate change.

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Contractual Obligations

As of March 31, 2023, our future contractual obligations have not changed significantly from the amounts disclosed in our 2022 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 2022 Form 10-K. We believe
that there have been no significant changes during the three months ended March
31, 2023 to the critical accounting policies disclosed in our 2022 Form 10-K.

Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future material effect on our financial condition, changes in
financial condition, income or expenses, results of operations, liquidity,
capital expenditures or capital resources.

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 health epidemics/pandemics 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. Such a slowdown could
adversely affect our results of operations and financial condition. The COVID-19
pandemic substantially negatively impacted our business, operations, results of
operations and financial condition in 2022 and 2021. Recurrence of the more
severe aspects of the recent adverse economic conditions, including a
reescalation of the COVID-19 outbreak, increases in inflation rates and interest
rates, as well as periods of fuel price increases, could have a material adverse
effect on our results of operations and financial condition during the period of
such recurrence. Weakness in the U.S. Dollar compared to the U.K. Pound Sterling
and the Euro also could have a material adverse effect on our 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 impact of COVID-19 on the industries and the markets in which the Company operates and the Company's business, operations, and financial condition, including cash flows and liquidity;


the demand for the Company's services together with the possibility that the
Company may be adversely affected by other economic, business, and/or
competitive factors or changes in the business environment in which the Company
operates;

changes in consumer preferences or the markets for the Company's services and products;

changes in applicable laws or regulations;

competition for the Company's services and the availability of competition for opportunities for expansion of the Company's business;


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difficulties of managing growth profitably;

the loss of one or more members of the Company's management team;

changes in the market for the products we offer for sale;

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 2022 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.

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