Thank you for standing by. This is the conference operator. Welcome to the OneSpaWorld Third Quarter 2021 Earnings Call. As a reminder, all participants are in listen-only mode and the conference is being recorded. After the presentation, there will be an opportunity to ask questions. [Operator Instructions] I would now like to turn the conference over to Allison Malkin of ICR. Please go ahead.

Thank you. Good morning and welcome to OneSpaWorld's third quarter 2021 earnings call and webcast. Before we begin, I'd like to remind you that certain statements and information made available on today's call and webcast may be deemed to constitute forward-looking statements. The COVID-19 pandemic continues to have a significant impact on our operations, cash flow and financial position. The uncertain and dynamic nature of current conditions and its ongoing impact could materially alter our outlook. These forward-looking statements reflect our judgment and analysis only as of today and actual results may differ materially from current expectations based on a number of factors affecting our business. Accordingly, you should not place undue reliance on these forward-looking statements. For a more thorough discussion of the risks and uncertainties associated with the forward-looking statements to be made in this conference call and webcast, we refer you to the disclaimer regarding forward-looking statements that is included in our third quarter 2021 earnings release which will be furnished to the SEC today on Form 8-K. We do not undertake any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, the company may refer to certain adjusted non-GAAP metrics on this call. An explanation of these metrics can be found in our earnings release issued earlier this morning. Joining me today are Leonard Fluxman, Executive Chairman and Chief Executive Officer; and Stephen Lazarus, Chief Operating Officer and Chief Financial Officer. Leonard will begin with a review of our third quarter 2021 performance and provide an update on our operations and our key priorities. Then Stephen will provide more details on the financials and liquidity. I would now like to turn the call over to Leonard.

Thank you, Allison. Good morning and welcome to OneSpaWorld's Third Quarter 2021 Results Conference Call. We are very pleased with our third quarter performance which was highlighted by significant growth in revenue and operating profitability compared to prior year and the 2021 second quarter. We are greatly encouraged with the results of our enhanced business model that we worked so hard to implement prior to return to service. The quarter included significant progress on these initiatives to ensure a strong return to service and position OneSpaWorld for consistent future growth and profitability. I want to thank our entire team for their tireless efforts that contributed to our improved performance. Your combined efforts led to an outstanding experience for the guests that visited our health and wellness centers as more voyages resumed and occupancy increased at our destination resort spas. The combined efforts of our team allowed us to bring back, train and ready more than 1,653 cruise ship staff this year. During the quarter, 64 additional ships resumed sailings. We maintained our elevated level of offerings and continued to ensure a positive guest experience. Turning to highlights of the quarter. Total revenues were $43.6 million, reflecting contributions from health and wellness centers that reopened on 78 ships that resumed operation and the contribution from 45 destination resort spas. Adjusted EBITDA was a loss of $4.6 million. Of note, our destination resort spas generated positive EBITDA in the quarter and we are increasing stopping at most locations to meet higher-than-expected demand. And lastly, we ended the quarter with total liquidity of $46 million. We had many accomplishments for the quarter, most notably, our flawless return to service continued. As mentioned, the quarter saw us ready and train staff to reembark on an additional 64 cruise ships. At quarter end, we had…

Thank you, Leonard. Good morning, ladies and gentlemen. Thank you for joining us today. As Leonard mentioned, the third quarter saw sales and operating performance accelerate from the second quarter of the year, reflecting our team's expert ability to prepare and return to service under extraordinary conditions. I will now share just a few of the third quarter 2021 highlights. For the third quarter total revenues were $43.6 million compared to $1.8 million in the third quarter of 2020. The three months ended September 30, 2021, revenues were derived primarily from our 78 health and wellness centers on board ships having resumed voyages and our 45 open and operating destination resort, health and wellness centers. Cost of services were $33.2 million compared to $7.2 million in the 2020 third quarter. The increase was primarily attributable to costs associated with increased service revenue of $34.8 million in the quarter from our operating health and wellness centers at sea and on land and increased costs related to the resumption of operations at our health and wellness centers at sea and on land. Cost of products were $8.4 million compared to $1.5 million in the 2020 third quarter. The increase was primarily attributable to costs associated with increased product revenues of $8.1 million in the quarter from our operating health and wellness centers at sea and on land, together with a $2 million inventory reserve recorded in the current quarter to reflect the write-down of inventory that is expected to expire due to the extended pause in operations caused by the COVID-19 pandemic. Net loss was $12.3 million compared to a net loss of $47.5 million in the third quarter of 2020. The $35.2 million improvement was primarily a result of a $7.2 million reduction in our loss from operations, plus the $28.2…

[Operator Instructions] Our first question comes from Sharon Zackfia of William Blair. Please go ahead.

Hi, good morning. It sounds like you're seeing really good metrics at sea so far. I was hoping you can maybe contextualize and expand on that a bit more. I know originally, a lot of the passengers who have come on board are more seasoned sailors. So I'm wondering how that influenced your ability to kind of penetrate that passenger base and maybe if you're seeing more normalization on that penetration as more new to cruise kind of comes on board as well. Also just curious if you're seeing favorability versus 2019 across all geographies. And then lastly, on the discounting dynamic, can you kind of help us understand, I guess, what pricing looks like in terms of discounting or full price selling today relative to 2019?

Thanks, Sharon. I can take a few, Steve and you can jump in on some of the other stuff that maybe financially oriented. Look, Susan -- Sharon, I think you're right. We are seeing really positive momentum here with sort of Delta subsiding here in the summer. Clearly, I would say, occupancies were somewhat negatively impacted across all the brands. Some brands have had stronger occupancies than others. Some have had better marketing initiatives in place to drive better occupancies but there have been challenges on some of the other ones. And some of the banners, they've been sailing at less than 40%. So overall, the occupancies have been below 40%. -- sorry, 50% in the third quarter. Having said that, though, every single one of our metrics of our occupancy which we don't control, is up versus 2019 and in some cases, up double digits. So we're not going to get into every one of those metrics right now until we sort of settle into normalized operations which I expect we'll start to see by the end of the first quarter of 2022. But spend is healthy, as I said. I mean we're seeing very healthy spend. We're seeing utilization frequency. And most importantly, we see pre-booking up very dynamically. And some of that's a function of the experienced crews is knowing exactly what they want to do when they want to get on the ship and when they want to spend their time in the spa. But also, we did a huge drive towards the end of 2019, beginning of 2020, with some of the banners who were not on our pre-booking platform and that has also helped drive pre-bookings up significantly. So, we're very pleased to see we're clicking on every single one of the metrics that…

Thank you.

Our next question comes from Steve Wieczynski of Stifel. Please go ahead.

Yes. Hey guys, good morning. So kind of adding on to some of those comments, Leonard. Could you give us -- or maybe give us a little bit of a look into what add-on sales look like post treatment? Just trying to get a better feel for -- you made a comment around some of your metrics are up handily relative to 2019. I'm just -- handily means a lot of different things to a lot of different folks. I don't know if that's -- you just mentioned that's a double-digit increase in some cases. But just trying to get a better sense for really the add-on sales and then how those progressed maybe through the quarter and into -- or through October as well?

I don't want you to trip me up here by pointing out to any single metric because I know you'd hold me to it. But I can tell you across different metrics outside of occupancy, were up versus 2019. In some cases, they're up nicely, particularly in areas such as guest spend which is up virtually double digits. Fee bookings are up more than double digits. All of that bodes well for utilization and penetration with lower guest count. So we're continuing to see better occupancies on some of the banners that have struggled and that too will bode well for generating higher revenues. I don't want to get into the specifics of any of the metrics that we measure because we don't publish them, Steve, as you know. But I can tell you every single one of those metrics that we now, with incredible data that we have developed during the pandemic period to monitor, discuss these metrics, channel better performance from each of our spa directors and banner directors, such that they're watching every one of those metrics. And I think that's helped us now improve what we're doing, how we're doing it. And week-to-week, I see improvements across the board, so it's working. We've got an incredible team. They are hyperfocused on these metrics. And thus far, I can tell you, we are seeing really positive performance from our team.

Okay, got you. And then obviously, I mean, when you look at your three major partners and I think at this point, all three of them are talking about having their entire fleet back in service sometime in the second quarter of next year. So kind of based on that, I would assume at that point, you guys are going to be starting to generate a decent amount of free cash flow. And I guess the question is the priority of that free cash flow from here, this is always -- or this was historically supposed to be a very strong dividend distribution story. And I guess -- how do you think about that now versus paying down some of your debt?

So, I think -- I don't think our position has changed, right. And you're right. By the end of the second quarter, we'll start to generate nice positive cash flow. To the extent that we're able to firstly pay down debt, particularly the second lien, we're going to do that. That's certainly been sort of something that's a higher focus for us because of its unfavorable interest rate. We'd love to get rid of it as soon as we can. And then following that, obviously, all of the other options are open to us to consider. And we consider that at every single Board meeting. And Stephen and I talk about the options, what we're going to do with our free cash flow going forward post the second quarter of 2022.

Okay, got you. Thanks, guys. Appreciate it.

Our next question comes from Steph Wissink of Jefferies. Please go ahead.

Thank you. Good morning, everyone. I want to follow-up a comment on the increased cost of operation. If you could just share with us a little bit about what you're seeing from a costing perspective as you bring labor back. Anything we should be thinking about? And then same question with respect to menu pricing, any price advancement that you're taking to help cover if there is any labor inflation?

So Steph, as you know, the two models on land and sea differ enormously with respect to cost and infrastructure costs. On land, we are seeing some creep in wages. We will be offsetting that later on this year with some price increases that we're going to take and we will implement. That being said, we're not manning up full. We're starting to get more manning on the ground. Clearly, there's hyper competition out there for staff. But I will say that staffing less and opening less hours has actually helped us improve EBITDA performance across the land-based platform. At sea, we're not seeing any kind of labor pressure that we're seeing or others are seeing on land. And then that model remains very, very insulated and protected from some of the inflationary pressures that perhaps are hitting other leisure providers or restaurants, etcetera, etcetera, that you're seeing across the economy. We have put in place some price increases across certain banners and we continue to roll out and review where we can take pricing up. So that continues to be fluid. And we've been successful thus far. And as you can tell based on the fact that frequency's up, demand's up, spend's up. None of the increases that we have taken have impacted us in a negative manner. So we're very pleased with what we've done so far.

Okay, that's great. One follow-up for you on the cash neutrality. And I think you mentioned Q2 cash flow positive. I want to just understand a little bit how that benchmarks back to some of the historic framework you've given us around 50% of 2019 capacity was kind of the threshold that you were looking for to break even on a cash flow basis. Are you finding that you're able to turn cash a bit sooner in part because of the KPIs that you just referenced? Or is there something else structural that's happening in the body of the P&L that we should be conscious of that's helping you get there a little bit sooner maybe than what that 50% capacity would have assumed?

I'll take that. There are a couple of things that are playing into that, the most important of which is, yes, overall performance is better at -- even at lower occupancy levels. And so the expectation is that as you move into next year, we would move to cash neutrality and then very quickly into generating positive cash flow on an enterprise basis which obviously, we're all excited about and want to get back to the point of not burning cash anymore. So the biggest piece of it comes from improved operating performance. We are seeing at the moment, some benefit from continued reduction in some of our corporate costs. However, over time, as more vessels return to service on a step basis, we will need to start increasing some of this corporate overhead in order to support those increased sailings and so some of that benefit will go away. However, despite that, it is our expectation that in December, we'll be EBITDA positive and as we move into next year, we'll be cash flow neutral and then cash flow positive very quickly in the year.

Thank you. Very helpful.

[Operator Instructions] Our next question comes from Assia Georgieva of Infinity Research. Please go ahead.

Good morning, guys. Very glad that things are starting to get closer to normal. I had a couple of questions. The first one relates to SEC [ph]. Do you think that those have been a significant driver in terms of the higher spend in the penetration rate? I imagine those have been helpful. And if we go through 2022, probably a lot of those will have been spent. But then the offset is that we'll have, hopefully, a more normal environment in the second half of next year. Is that a fair assessment?

So, I'd say it's very hard for us to track that because what happens with those onboard credits or the credits that any one guest has. It's posted as a credit to their portfolio or their statement on board. We don't get to see where they utilize it. It's just a credit used against spend. I mean we'd love to see how much of that's being used towards spend in the spa but it's just a credit against their total spend on board. We don't have the ability to track where or target how they spend their onboard credits. Clearly, onboard credits is helping spend but how much is helping us, we have no idea.

Okay. I think Stephen had mentioned that you would try to be able to track that but I can understand how it's very difficult to go through that barrier and dig deeper into each customer.

We've tried and we can't get the utilization of their onboard credits by department spend and the cruise lines are not going to give that to us.

Yes, I know they tend to be like that. My second question was on the ATM, do you anticipate continuing to use that program, given that you're so close to being EBITDA positive and soon cash neutral? Should we anticipate further use of the remaining $10 million?

No definitive decision has been reached with regards to utilizing the remaining $10 million, Assia. Obviously, to the extent we do, it would just enable us to use those proceeds and pay off the [indiscernible] which would be accretive to shareholders and certainly at these stock prices, it would be. So we'll be opportunistic. If we feel that it's appropriate, we'll take in the cash and really what that will translate into, though, is just an earlier paydown on the debt. So I think we'll leave it out there and we'll kind of play it by ear and see how it goes as opposed to committing to whether or not we're going to use it at this point in time.

Okay, that's fair enough. But at this point, it would be an accretive transaction if you continue to use that program.

Yes, correct.

Okay, good. Okay, all. Thank you so much. Have a great day.

Thank you. You too.

This concludes the question-and-answer session. I would like to turn the conference back over to Mr. Fluxman for any closing remarks.

All right. Thank you all for joining us today on our third quarter call. We want to take this opportunity to wish you all a very happy, healthy and safe holiday season. And we look forward to speaking with you at our upcoming investor conferences in the next few weeks and when we report our fourth quarter results next year. Thank you, all.

This concludes today's conference call. You may disconnect your lines. Thank you for participating and have a pleasant day.