OnesSpaWorld SPAC

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Ones Spa World

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2018

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#1Investor Presentation November 2018 ONESPAWORLD AT SEA. ON LAND.#2DISCLAIMER ONESPAWORLD AT SEA. ON LAND. This investor presentation ("Investor Presentation") is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of Haymaker Acquisition Corporation ("Haymaker") or One Spa World ("OSW") or any of OSW or Haymaker's affiliates' securities (as such term is defined under the U.S. federal securities laws). This Investor Presentation has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination of OSW and Haymaker (the "Business Combination"), as contemplated in the term sheet relating to the Business Combination (the "Term Sheet"), and for no other purpose. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections, modeling or any other information contained herein. All levels, prices and spreads are historical and do not represent current market levels, prices or spreads, some or all of which may have changed since the issuance of this document. Any data on past performance, modeling contained herein is not an indication as to future performance. OSW and Haymaker assume no obligation to update the information in this Investor Presentation. Neither OSW or Haymaker accepts any liability whatsoever for any losses arising from the use of this Investor Presentation or reliance on the information contained herein. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice. This Investor Presentation is being provided for use only by the intended recipient. The information contained herein must be kept strictly confidential and may not be reproduced or distributed in any format, in whole or in part, without the prior written consent of OSW and Haymaker. By accepting delivery of this Investor Presentation, you agree with OSW and Haymaker that you will maintain the strict confidentiality of the information contained herein. The distribution of this Investor Presentation may also be restricted by law and persons into whose possession this Investor Presentation comes should inform themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that recipient will neither use, nor cause any third party to use, this Investor Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. No representation or anty (whether expressed or implied) has been made by Haymaker, OSW or any of their respective affiliates with respect to the matters set forth in this Investor Presentation, and the recipient disclaims any such representation or warranty. Only those particular representations and warranties of Haymaker, OSW or any of their respective affiliates made in a definite written subscription agreement, if any, regarding the matters set forth in this Investor Presentation (which will not contain any representation or warranty relating to this Investor Presentation or information contained in or omitted from this Investor Presentation) when and if executed, and subject to such limitations and restrictions as specified therein, shall have any legal effect. At any time upon the request of the Haymaker for any reason, recipient shall promptly deliver to the Haymaker or securely destroy this Investor Presentation and any other documents furnished to recipient by or on behalf of Haymaker or OSW without keeping any copies, in whole or part, thereof. Use of Projections This Investor Presentation contains financial forecasts, including with respect to OSW estimated revenues, net income, Adj. Net Income, EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Conversion for OSW fiscal years 2018 to 2020. Neither OSW's independent auditors, nor the independent registered public accounting firm of Haymaker, audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this Investor Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Investor Presentation. These projections should not be relied upon as being necessarily indicative of future results. In this Investor Presentation, certain of the above-mentioned estimated information has been repeated (subject to the qualifications presented herein), for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of OSW, Haymaker or the combined company or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Investor Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.#3DISCLAIMER (CONT'D) ONESPAWORLD AT SEA. ON LAND. Forward-Looking Statements This Investor Presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements such as projected financial information may be identified by the use of words such as "forecast," "intend," "seek," "target," "anticipate," "believe," "will," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include statements about our beliefs and expectations and the estimated financial information and other projections contained herein. Such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of OSW, Haymaker or the combined company after completion of the Business Combination are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the possibility that the terms and conditions set forth in any definitive agreements with respect to the Business Combination may differ materially from the terms and conditions set forth in the Term Sheet; (3) the outcome of any legal proceedings that may be instituted against Haymaker, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (4) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Haymaker, to obtain financing to complete the Business Combination or to satisfy other conditions to closing in the Term Sheet and subsequent definitive agreements with respect to the Business Combination; (5) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (6) the ability to meet NASDAQ's listing standards following the consummation of the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations of OSW as a result of the announcement and consummation of the Business Combination; (9) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers, cruise operators, hotels and suppliers, obtain adequate supply of products and retain its management and key employees; (8) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that OSW or the combined company may be adversely affected by other economic, business, and/or competitive factors; (12) OSW estimates of expenses and profitability; (13) the impact of foreign currency exchange rates and interest rate fluctuations on the results of OSW or the combined company; and (14) other risks and uncertainties indicated from time to time in the final prospectus of Haymaker, including those under "Risk Factors" therein, and other documents filed or to be filed with the Securities and Exchange Commission ("SEC") by Haymaker. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. OSW and Haymaker undertake no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Industry and Market Data In this Investor Presentation, OSW relies on and refers to information and statistics regarding market shares in the sectors in which it competes and other industry data. OSW obtained this information and statistics from third-party sources believed to be reliable, including reports by market research firms, such as The Boston Consulting Group. OSW has supplemented this information where necessary with information from discussions with its customers and its own internal estimates, taking into account publicly available information about other industry participants and its management's best view as to information that is not publicly available. Neither OSW nor Haymaker has independently verified the accuracy or completeness of any such third-party information.#4DISCLAIMER (CONT'D) ONESPAWORLD AT SEA. ON LAND. Use of Non-GAAP Financial Measures This Investor Presentation includes non-GAAP financial measures for OSW which do not conform to SEC Regulation S-X in that it includes financial information (EBITDA, Adj. Net Income and FCF Conversion) not derived in accordance with US GAAP. Accordingly, such information and data will be adjusted and presented differently in Haymaker's preliminary proxy statement to be filed with the SEC to solicit stockholder approval of the proposed transaction. OSW believe that the presentation of non-GAAP measures provides information that is useful to investors as it indicates more clearly the ability of OSW to meet capital expenditure and working capital requirements and provides an additional tool for investors to use in evaluating ongoing operating results and trends. You should review OSW's audited and interim financial statements, which will be presented in Haymaker's preliminary proxy statement to be filed with the SEC, and not rely on any single financial measure to evaluate their respective businesses. Other companies may calculate EBITDA, Adj. Net Income FCF Conversion and other non-GAAP measures differently, and therefore OSW's respective EBITDA, Adjusted EBITDA, Adj. Net Income, FCF Conversion and margin and other non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Additional Information In connection with the Business Combination, Haymaker intends to file with the SEC a preliminary proxy statement and will mail a definitive proxy statement and other relevant documentation to Haymaker stockholders. This Investor Presentation does not contain all the information that should be considered concerning the Business Combination. It is not intended to form the basis of any investment decision or any other decision with respect to the Business Combination. The definitive agreements with respect to the Business Combination may contain terms and conditions that differ materially from the terms and conditions set forth in the Term Sheet and/or other material terms relevant to an investment decision. Haymaker stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and any amendments thereto, and the definitive proxy statement in connection with Haymaker's solicitation of proxies for the special meeting to be held to approve the Business Combination, because these materials will contain important information about OSW and Haymaker and the proposed transactions. The definitive proxy statement will be mailed to Haymaker stockholders as of a record date to be established for voting on the Business Combination when it becomes available. Stockholders will also be able to obtain a copy of the preliminary proxy statement and definitive proxy statement once they are available, without charge, at the SEC's website at http://sec.gov or by directing a request to Haymaker at 650 Fifth Avenue, Floor 10, New York, NY 10019. This Investor Presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. Participants in the Solicitation Haymaker, OSW and their respective directors and officers may be deemed participants in the solicitation of proxies of Haymaker stockholders in connection with the Business Combination. Haymaker stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Haymaker in Haymaker's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on March 30, 2018. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Haymaker stockholders in connection with the Business Combination will be set forth in the proxy statement for the Business Combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination will be included in the proxy statement that Haymaker intends to file with the SEC.#5TODAY'S PARTICIPANTS ■ Leonard Fluxman Executive Chairman Served as President and CEO from 2001 to 2016 Served as President and COO from 1999 to 2000 and as COO and CFO from 1995 to 1998 Joined Steiner Leisure in 1994 with acquisition of Coiffeur Transocean - ONESPAWORLD Glenn Fusfield President & CEO Served in President and COO roles since 2001, promoted to CEO in 2016 Joined OSW in 2000 as SVP of Group Operations ■ Previously worked at Carnival Cruise Lines for 12 years as VP of Hotel Operations where he was responsible for driving onboard revenue and overseeing Carnival's in- house spa operations ■ ■ Stephen Lazarus CFO & COO Served as CFO and COO of Steiner Leisure since 2015 Served as CFO; EVP and SVP of Steiner Leisure from 2003 to 2014 Previously with Rayovac Corporation from 1998 to 2003 and Duracell from 1990 to 1998, serving in multiple finance and business roles Steven J. Heyer CEO & Executive Chairman ■ ■ ■ HAYMAKER Former CEO of Starwood Hotels & Resorts Worldwide Former President and COO of The Coca-Cola Company Former President and COO of Young & Rubicam Advertising ONESPAWORLD AT SEA. ON LAND. ■ ■ Former SVP and Managing Partner of Booz Allen & Hamilton, led worldwide marketing practice Andrew R. Heyer President & Director CEO and Founder of Mistral Equity Partners ■ Former President and COO of Turner Broadcasting System (Member of AOL Time Warner's Operating Committee) Founding Managing Partner of Trimaran Capital Partners Former Vice Chairman of CIBC World Markets Corp. Founder and Former Managing Director of the Argosy Group Previously a Managing Director at Drexel Burnham Lambert Incorporated 1#6SITUATION OVERVIEW - ■ Haymaker Acquisition Corp. (“We”) was formed with the mandate to consummate an attractive transaction in the consumer, media, retail and hospitality spaces ■ We strongly believe we have identified a highly attractive opportunity which we will preview with you today ■ OneSpaWorld ("OSW" or the "Company") is a global leader in outsourced health and wellness services across the leisure industry and one of the largest health and wellness companies in the world FOR - ONESPAWORLD AT SEA. ON LAND. Calendar year 2019E revenue and Adj. After-Tax Unlevered Free Cash Flow¹ of $573M and $55M respectively based on 168 ships and 71 resorts ■ Highly-dependable, uniquely-visible revenue growth and profitability make OSW an ideal candidate for public OSW is an asset-lite, high cash flow business service platform with a deeply entrenched market position and remarkably attractive economics markets 84% (and growing) market share in a highly attractive industry benefitting from global consumer megatrends ~95% historical contract renewal rate with 5-year average contract life Minimal capex and attractive tax status deliver exceptional after-tax free cash flow - ■ Haymaker's highly qualified management team will add significant value to the business Extensive C-suite investing and operational experience at Fortune 500 companies, particularly in the consumer and hospitality sectors, which will bolster OSW's already-stellar management team Deep public board experience having collectively served on the boards of a dozen public companies 1. Adjusted After-Tax Unlevered Free Cash Flow calculated as (Adjusted EBITDA - Avg. of 2015-20 Capex - Cash Taxes). 2#7FIVE REASONS WE LOVE OSW ■ Undisputed Global Leader in the Highly Attractive Maritime Health & Wellness Industry Growing 84% market share in the outsourced maritime health & wellness market, 10x the size of its closest competitor Cruise industry grows by building new ships and has seen 20+ years of consecutive passenger growth OSW is the beneficiary of continually increasing emphasis on health & wellness by consumers - ■ Differentiated Business Model That Cannot Be Replicated Robust infrastructure and processes required to operate and maximize revenue across global network of floating facilities OSW's recruitment and training platform staffs its spa and fitness centers at over 1,100 global ports with highly-trained professionals fulfilling complex language, cultural and modality-specific training requirements Staggered contracts with every major cruise line prevent potential competitors from achieving scale required to compete - ONESPAWORLD AT SEA. ON LAND. ■ Uniquely Visible and Predictable Growth OSW benefits from cruise industry's dependable captive audience of over 25M consumers that consistently fill ships at >100% occupancy rates through all economic conditions Cruise capacity growth is highly visible and predictable, with published global order books reflecting 5+ years of growth OSW's ~5-year, fleet-wide contracts entitle it to operate on new ships launched during the contract term ~85% of 2020 maritime revenues from cruise line banners and resorts in OSW's current contract portfolio ■ Exceptional ~90% After-Tax Free Cash Flow Conversion¹ Cruise operators fund the build-out, maintenance and refurbishment of OSW's onboard spas - minimal capex required OSW is a Bahamian company earning a substantial portion of its revenue in international waters, resulting in an effective cash tax rate of ~2% ■ Successful Public Company Team Working Together for Over 15 Years Internally developed senior team with over 150 years of combined industry experience 1. Adjusted After-Tax Unlevered Free Cash Flow calculated as (Adjusted EBITDA - Avg. of 2015-20 Capex - Cash Taxes) / EBITDA. 3#8OUR INVESTMENT THESIS Investment Highlights ■ OSW provides investors a world class health & wellness services platform with global operations and distribution capabilities that deliver unparalleled customer experiences We believe we are well positioned to grow earnings and deliver shareholder value over the long term by: 1 Capitalizing on global cruise tailwind with Asia leading the next decade of aggressive growth 2 Driving onboard guest engagement and expand and innovate health & wellness service and product offering Global consumers continually increasing health & wellness services and products in their daily routines Increasing collaboration with cruise lines enables significant enhancements in guest relationships 3 Targeting high profile land-based resorts to deliver OSW capabilities and offerings 4 Identifying emerging health & wellness services and products businesses for partnership or acquisition Haymaker Expertise Haymaker's management has unique experience with... Service & product innovation ■ Design & branding ■ Hospitality & wellness market development ■ Logistics-based businesses FOR ONESPAWORLD AT SEA. ON LAND. Why This is a Great Deal for a SPAC OSW used to be a public company (Steiner Leisure) and therefore already has public company-ready accounting systems and reporting mechanisms H OSW management team has significant public company experience ■ The financial profile is highly predictable and dependable which provides visibility into forecasting uniquely well suited for public company quarterly reporting requirements " OSW provides investors exposure to the most desirable mix of secular trends in the consumer industry, including leisure and health & wellness, in an asset-lite, capital efficient economic model; exposure that few other public companies can offer investors ■ Haymaker's original SPAC mandate was to find a business that was capital efficient and had market-leadership in its respective sector - OSW is the "dream-come-true" target for Haymaker ...which can be leveraged to enhance growth at OSW through ■ Introducing new services and experiences ■ Strategic alliances with hospitality & wellness companies Off-ship consumer relationship management 4#9TRANSACTION OVERVIEW ONESPAWORLD AT SEA. ON LAND. I Highly compelling initial valuation relative to peers given OSW's strong, predictable financial metrics The transaction values the Company at a discount to comparable publicly traded companies on the basis of P/E (19.6x 2019E, 13.1x 2020E), and FCF Yield (2019E FCF Yield of 4.2%, 2020E FCF Yield of 7.4%) 11.8% 2-year Sales CAGR exceeds key peers driven by robust industry mega-trends coupled with OSW's leading market share, upcoming new builds with partner cruise lines and deep competitive moats 17.6% 2-year EBITDA CAGR above key peers driven by pipeline of on-board revenue initiatives and product / services mix shift ■ Moderate starting net leverage of 5.3x with superior unlevered free cash flow conversion profile of ~90% Allows for rapid de-leveraging of +1.0x debt / EBITDA per year, preserving optionality for significant capital return to shareholders in near term Cash flow profile and de-leveraging accelerate already strong EPS growth: +35% 2-year EPS growth is best-in-class Unlevered free cash flow conversion of ~90% exceeds all peer companies ■ The Company's existing owners plan to roll a meaningful stake due to strong conviction around OSW's compelling upside as a public company as well as a decades-long relationship with Haymaker management and a history of investing together Additionally, Haymaker's existing shareholder base includes owners with long-tenured relationships with Haymaker management. Many of these shareholders take a longer-term view than typical SPAC investors ■ Transaction closing expected in the first quarter of 2019 5#10LARGEST SPA / FITNESS / BEAUTY MANAGEMENT SERVICES COMPANY IN THE WORLD 000 000 Financial Highlights 161 SHIPS UNDISPUTED LEADER IN A HIGHLY ATTRACTIVE INDUSTRY GLOBAL MEGATRENDS DRIVING ROBUST SECTOR GROWTH COMPLEX BUSINESS MODEL WHICH CANNOT BE REPLICATED EARLY INNINGS OF GENERATIONAL GROWTH IN ASIA 66 RESORTS HIGHLY VISIBLE, UNIQUELY PREDICTABLE GROWTH UNPRECEDENTED AFTER-TAX FREE CASH FLOW CONVERSION ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ m M M 1 84% MARKET SHARE AT SEA¹ ‒‒‒‒‒‒‒‒ ~$56M 2018E Adj. EBITDA Note: Ship count and resort count as of November 1, 2018. 1. Outsourced spa market, as of December 31, 2017. 2. After-Tax Free Cash Flow calculated as (EBITDA- avg. 2015-2020P Capex - avg. 2015-2020P Cash Taxes) / EBITDA. - ONESPAWORLD AT SEA. ON LAND. ~10x NEXT LARGEST SEA COMPETITOR ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ ~90% AFTER-TAX FREE CASH FLOW CONVERSION² 6#11OSW BENEFITS FROM OVER 20 CONSECUTIVE YEARS OF GLOBAL PASSENGER GROWTH The global cruise industry has proven resilient through recessions, with passenger counts growing consistently for more than 20 years Global Cruise Ship Passengers (M) 6.3 1995 6.6 1996 7.1 1997 7.8 8.4 9.6 Recession 9.9 11.5 1995-2018P CAGR: 6.7% 12.6 13.9 14.8 15.9 Recession 16.6 17.2 17.8 19.1 Sources: CLIA, Cruise Industry News, Management. Note: CLIA changed methodology for calculating passenger volume as of 2009, therefore consistent data for non-CLIA member cruise lines is unavailable prior to 2009. All passenger figures prior to 2009 are extrapolated by indexing CLIA-reported statistics to 2009 total of 17.8M. 20.5 20.9 21.3 ONESPAWORLD AT SEA. ON LAND. 22.3 23.1 25.2 26.7 28.0 2018P 7#12ONESPAWORLD IS A "CATEGORY OF ONE" #2 Player OneSpaWorld is the undisputed leader in maritime health & wellness services with 84% market share and unmatched global capabilities 9% Others 7% 84% MARKET SHARE (AND GROWING) FOR ONESPAWORLD AT SEA. ON LAND. ■ Undisputed Global Leader for Over 50 Years ■ ~10x Next Largest Competitor ■ Contracts with Almost Every Major Cruise Line that Outsources Its Health & Wellness Facilities ■ Ability to Reach a Captive Mass and Luxury Audience Globally ■ Global Partner to the World's Most Prestigious Health & Wellness Brands Note: Market Share by Daily Passenger Capacity as of 12/31/2017. Based on addressable market of outsourced spa providers. Source: Cruise Industry News 2017-2018 Annual Report. ▪ 78% Market Share in Rapidly Growing Asian Cruise Market 8#13LONG-TERM PARTNERSHIPS WITH THE LARGEST AND MOST REPUTABLE CRUISE LINES ... 20+ YEARS AVERAGE CRUISE LINE RELATIONSHIP HISTORY RENEWAL RATE Europe Operates on All Global Routes and All Ship Classes Asia Australia Other ~95% HISTORICAL CONTRACT E 161 Ships 2017 Revenue by Geography¹ Luxury Premium North America 5 YEAR AVERAGE CONTRACT LIFE Budget D Contemporary 2017 Ships by Class Carnival Long-Term C-Level Relationships Across OSW's Entire Fleet Cruise Line Banner Royal Caribbean INTERNATIONAL PRINCESS CRUISES come back new NCL NORWEGIAN CRUISE LINE Costa Holland America P&O CRUISES SILVERSEA WINDSTAR CRUISES Source: Cruise Industry News October 2018 Orderbook. Note: Ship count per Cruise Industry News 2017/2018 Annual Report, adjusted to reflect two total ships from Royal Caribbean and Princess which have changed banners since publication. Ships on order reflect published orderbook through 2026. 1. Maritime revenue only. 27 Years Relationship Total Ships OSW Ships 27 Years 20 Years 21 Years 20 Years 20 Years 16 Years RESESER 23 Years 19 Years 27 26 17 17 14 14 7 ONESPAWORLD AT SEA. ON LAND. 9 6 27 26 17 17 14 14 7 9 6 Ships on Order 5 LO 5 LO 5 7 4 2 2 2 0 9#14REVENUE SHARING CONTRACTS OFFER COMPELLING VALUE FOR OSW & CRUISE LINE PARTNERS ALIKE ONESPAWORLD AT SEA. ON LAND. $ ONBOARD SALE OF HEALTH AND WELLNESS PRODUCTS AND SERVICES Responsibility ■ Design state-of-the-art facilities ■ Recruit, train and manage the world's largest onboard staff ■ Offer comprehensive and innovative services ■ Curate exclusive selection of products Benefits ■ Asset-lite ■ Access to large captive audience Exclusive provider $ Benefits 1655 SOR ONESPAWORLD AT SEA. ON LAND. Cruise Line Partners Responsibility Fund multi-million dollar buildout ■ Dependably fill ships with captive audience Market OSW's onboard services Maximized revenue yield ■ No operating expense Superior guest experience REVENUE SHARING ALIGNS INCENTIVES CRUISE LINES ARE ECONOMIC PARTNERS, NOT FIXED-RENT LANDLORDS 10#15COMPREHENSIVE SERVICES AND CURATED BRANDS SOLD TO AN ATTRACTIVE CAPTIVE AUDIENCE Unmatched Service and Product Breadth Onboard * 2 SPA & BEAUTY SERVICES MEDI-SPA FITNESS HEALTH NUTRITION MIND-BODY SPIRITUAL $200+ AVERAGE GUEST SPEND Broad Offering of Leading Brands ELEMIS* INSTITUTE KÉRASTASE TECHNOGYM BOTOX® Dysport.* abobotulinumtoxinA thermage * Good Feet* WELLA * ideal image moceanm coolsculpting GOSMILE. SMILE WHITENING SYSTEM Natural beauty from within 1.5M+ RETAIL UNITS SOLD * * FELSOR Cruise Passengers are an Attractive Demographic ONESPAWORLD AT SEA. ON LAND. $114,000 AVERAGE INCOME 49 YEARS OLD 69% COLLEGE EDUCATED Sources: CLIA, Cruise Industry News. Asterisk indicates brand is exclusive to OneSpaWorld at sea. OSW has exclusive distribution rights to Thermage onboard vessels from non-Chinese cruise lines. 84% MARRIED 2.3 CRUISES EVERY 3 YEARS >25M DEPENDABLE, INDUSTRY-WIDE ANNUAL CAPTIVE AUDIENCE 11#16GLOBAL CRUISE OPERATIONS ARE HIGHLY COMPLEX... Global Passenger Cruise Routes North Pacific Ocean South Pacific Ocean In 2017, OneSpaWorld: Source: Marine Traffic.com. Canada United States Mexico Venezueta ombia eru Brazil Bolivia Argent VISITED 1,175 GLOBAL PORTS OF CALL MADE 2,165 MANAGEMENT VISITS TO SHIPS IN PORT Spain Alantic Ocean Algeria Mali Swede way Say frany Poland Finland Libya Niger Nigeria Chad Ukraine ngola mibia Turkey Egypt DR Congo Sudan Botswana Iraq- Iran audi Arabia Ethiopia Tanza Kenya Madaga Kazakhstan Afghanistan Pakistan India EMBARKED ON 7,875 VOYAGES PLACED 16,408 Russia PURCHASE ORDERS TO VENDORS Mongolia China Thailand Australia ONESPAWORLD AT SEA. ON LAND. North Pacific cean South Pacific Ocean WELCOMED 20M PASSENGERS AT OVER 161 PORTS OF EMBARKATION SENT STAFF ON OVER 7,800 FLIGHTS GLOBALLY 12#17...OSW HAS THE ONLY PLATFORM WITH THE PROCESSES AND INFRASTRUCTURE NECESSARY TO MANAGE THE COMPLEXITY Back-End Platform & Know-How Global Recruiting, Training and Human Logistics Product Supply Chain Facility Design Expertise Global Maritime Law Compliance ONESPAWORLD AT SEA. ON LAND. Front-End Platform & Know-How Yield and Revenue Management Exceptional Pre- Through Post-Cruise Experience Exclusive Relationships with Global Brands Trend Identification and Innovation of Health & Wellness Products and Services COMPETITORS AND CRUISE PARTNERS CANNOT REPLICATE AT SCALE BLEME 13#18INDUSTRY-LEADING GLOBAL RECRUITING AND TRAINING PLATFORM Program Overview ~$5M 56 ANNUAL PLATFORM INVESTMENT STAFF 3,000 Professionals from All Over the World 9 TRAINING FACILITIES ACROSS THE GLOBE 86 NATIONALITIES SPA MANAGERS TRAINED PER YEAR 2-6 WEEKS 3 WEEKS 2 WEEKS 27 LANGUAGES SPOKEN 130+ 2,000+ 90+ PROFESSIONALS TRAINED PER YEAR NEW STAFF COMMISSIONED PER WEEK Training in Modality of Expertise Fitness Boot Camp Training Management Training Global Training Platform ONESPAWORLD AT SEA. ON LAND. Los Angeles | Miami | Montego Bay | London | Johannesburg | Hyderabad | Shanghai | Sydney | Manila INDUSTRY LEADING TRAINING IS INTEGRAL TO OSW'S MARKET DOMINANCE AND IS IMPOSSIBLE TO REPLICATE GIVEN SCALE AND UPFRONT INVESTMENT REQUIRED 14#19TURNKEY OPERATOR OF RESORT-BASED DESTINATION RESORT SPAS AROUND THE WORLD 66 Destination Resort Spas North America 16 Key Resort Partners ATLANTIS. PARADISE ISLAND, BAHAMAS Mohegan Sun Marriott LOTTE HOTELS & RESORTS Note: Resort count as of November 1, 2018. Asia HI LOEWS 50 Club Med Disneyland a Hilton MANDARA -SPA.- Globally-Renowned Proprietary Spa Brands CHAVANA <-SPA- FOUR SEASONS HOTELS AND RESORTS arrer Tropicana ONESPAWORLD AT SEA. ON LAND. 33 Locations Traditional Balinese journey with emphasis on healing and relaxation 12 Locations Balinese themed spa, perfect for escaping the every day starwood Hotels and Resorts Harrah's WYNDHAMⓇ HOTELS AND RESORTS Sheraton 15#20INTERNALLY DEVELOPED SENIOR MANAGEMENT TEAM WITH SIGNIFICANT INDUSTRY EXPERIENCE Leonard Fluxman Executive Chairman Glenn Fusfield President & CEO Stephen Lazarus CFO & COO Kyle Mendes SVP, Finance & Business Intelligence Steven Bolitho SVP, Operations Tim Dux VP, Operations Jesus Padilla VP, Resort Spas OSW Exp. Industry Exp. Experience 24 18 16 22 16 13 12 31 31 16 22 27 19 12 ONESPAWORLD AT SEA. ON LAND. H Served as President and CEO from 2001 to 2016 I Served as President and COO from 1999 to 2000 and as COO and CFO from 1995 to 1998 ■ Joined Steiner Leisure in 1994 with acquisition of Coiffeur Transocean ■ Served in President and COO roles since 2001, promoted to CEO in early 2016 Joined OSW in 2000 as SVP of Group Operations H ■ Previously worked at Carnival Cruise Lines for 12 years as VP of Hotel Operations, responsible for driving onboard revenue and overseeing Carnival's in-house spa operations ■ Served as CFO and COO of Steiner Leisure since 2015 H Served as CFO; EVP and SVP of Steiner Leisure from 2003 to 2014 ■ Previously with Rayovac Corporation from 1998 to 2003 and Duracell from 1990 to 1998, serving in multiple finance and business roles ■ Served as VP of Business Strategy since 2006, promoted to SVP in 2017 · Director of Financial Analysis from 2001 to 2006 Joined OSW in 1996 as Network Administrator H Served as VP Operations since 2005, promoted to SVP Operations 2013 W Joined OSW in 2001 as Director of Operations ■ Previously worked with Carnival Cruise lines for 10 years as Vessel Hotel Director responsible for all hotel services and onboard revenue ■ Promoted to VP Spa Operations in 2013 ■ Served as Director of Fitness operations from 2008-2010 and Director of Spa Operations from 2010 to 2013 ■ Joined OSW in 2005 as Manager of Fitness Operations H Promoted to VP Resort Spas in 2015 ■ Joined OSW in 2006 as Director of Finance and was promoted to Division Vice President of Finance in 2012 16#21INDUSTRY OVERVIEW ONESPAWORLD AT SEA. ON LAND.#22GLOBAL MEGA TRENDS DRIVE ROBUST CRUISE SECTOR GROWTH Multiple Mega Trends Drive Positive Outlook AGING GLOBAL POPULATIONS + PERSISTENT HEALTH & WELLNESS TRENDS + MILLENNIALS AROUND THE WORLD SEEKING EXPERIENCES + CHINA'S BURGEONING MIDDLE CLASS Sources: Cruise Industry News. Asia figure excludes Australia. 6.7% CAGR Robust Growth in Cruising Across All Geographies Global Cruise Capacity Growth: 2015-2022P 22M FOR 2015 35M ROW Asia Europe North America ONESPAWORLD AT SEA. ON LAND. 2022P CAGR '15-'22P 6.0% 17.3% 6.8% 4.4% MULTIPLE LONG-TERM MEGA TRENDS UNDERLIE A COMPELLING OUTLOOK FOR CRUISE SECTOR GROWTH AND EXPANSION OF ONBOARD SPA AND WELLNESS SERVICES 17#23GLOBAL TRENDS DRIVE INCREASING INTEREST IN HEALTH & WELLNESS Global Wellness Trends Continue to Drive Spa Interest Global Spa Industry Sales ($BN) $82 2016 Enjoy Spa Treatments Consider Physical Appearance Very Important Exercise Regularly $87 0% CAGR: 6.0% 2017E $92 2018P Millennials Are More Focused on Health & Wellness 20% $98 2019P ■ Millennial ■ Non-Millennial 40% Sources: Independent Consulting Studies, CLIA, Global Wellness Institute. $104 60% 2020P 80% Over Half of All Cruisers Are Interested in Spas % of Cruisers 45% to 60% of cruisers are interested or have participated in spa/wellness during cruise r ~10% Onboard Spa Users i Spa & Salon Services Sporting Facilities Casino & Gaming Health Club & Gym 35% - 50% Specialty Restaurants FOR Wellness Is Increasingly Important to Cruisers ■ Cruisers Actually Used ONESPAWORLD AT SEA. ON LAND. 0% Interested Uninterested Non-Spa Users Non-Spa Users 40% - 55% 20% 100% All Cruisers ■ Cruisers Consider Important 40% 60% 18#24ASIA'S CRUISE EXPANSION IS A GENERATIONAL OPPORTUNITY Asia is the 4th Wave of Global Cruise Expansion Global Capacity Growth (M) 2nd Wave Europe 1997 - 2001 40.0 35.0 30.0 25.0 20.0 15.0 10.0 5.0 0 1998 2000 3rd Wave Rest of World (ex. Asia) 2006 - 2010 1998-2015 CAGR: 5.0% 1st Wave U.S. 1982-1986 2002 2004 Sources: CLIA, Cruise Industry News. 2006 2008 2010- 2012 2014 2016- 4th Wave Asia 2016-? 2018 2020 2015-2022 CAGR: 6.7% 2022 Early Growth in Asia... Total Asian Capacity Growth (M) 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0 0.0 2008 1982 1st Wave U.S. 1982-1986 2011-2015 CAGR: 44.3% 2010 2012 ...Mirrors Early Stages of North American Growth Total North American Capacity Growth (M) 4.0 3.5 3.0 2.5 2.0 1.5 1.0 0.5 0.0 1982-1986 CAGR: 15.5% 1984 2014 1986 1988 2016 ONESPAWORLD AT SEA. ON LAND. 4th Wave Asia 2016-? 1990 2015-2022 CAGR: 15.2% 2018 1992 2020 1994 2022 19#25GROWTH PLAN ONESPAWORLD AT SEA. ON LAND.#26DEPENDABLE, PREDICTABLE PATHS TO ROBUST GROWTH WITH UPSIDE CAPTURE NEW SHIP GROWTH CORE VALUE DRIVERS LAUNCH RIVER AND EXPEDITION CRUISES GROW ONBOARD REVENUE PIONEER ASIAN MARKET EXPANSION -85% OF 2020 MARITIME REVENUES FROM CRUISE LINES IN OSW'S CURRENT CONTRACT PORTFOLIO INCREMENTAL GROWTH LEVERS CONVERT INSOURCED MARITIME SPAS ONESPAWORLD AT SEA. ON LAND. UNTAPPED UPSIDE EXPAND RESORT SPA FOOTPRINT COMPLEMENTARY HEALTH & WELLNESS ACQUISITIONS 20#27OVER $4BN OF NEW CAPITAL INVESTED IN NEW CRUISE SHIPS EACH YEAR Global Capital Investment in Cruise Ships Since 2000¹ ($BN) $4 $4 $9 $5 $13 $4 $16 $4 $20 $21 $1 $4 $24 $3 $29 $5 $34 $5 $39 $5 $46 $7 $49 $3 Source: Cruise Industry News. 1. Indicates total reported build cost for ships delivered within the corresponding calendar year. $54 $4 ■ Cumulative Value since 2000 $57 $3 $61 $4 $65 $4 $71 $6 2016 Value in Current Year $77 $6 2017 2018P $96 $10 2019P $106 $10 2020P ONESPAWORLD AT SEA. ON LAND. $115 $10 2021P $126 $11 2022P $137 $133 $4 $7 2023P 2024P 21#28PREDICTABLE NEW SHIP ORDERBOOK Global Cruise Orderbook Orderbook in Ships and Berths (000s) Each Block is a Ship on Order New Ships Berths Per Ship 33.5 2018 13 43.0 2019 25 <1,000 42.5 2020 19 1,000 - 2,999 44.7 2021 20 Source: Cruise Industry News October 2018 Orderbook. 47.0 2022 17 3,000+ Long-Term Orderbook Will Continue to Grow 37.1 2023 9 44.8 2024+ 18 2018 YTD 2017 History of On-Time Cruise Ship Builds 2,500+ Berth Ships Delivered On-Time as of 2-Year Forward Order Book 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 1 N N N N FOR 2 44 ++ ++ 4 4 4 +4 55 56 5 5 ONESPAWORLD AT SEA. ON LAND. 5 5 ■ Ordered ■ Delivered On-Time 7 7 ALL RECENT NEW SHIPS HAVE BEEN DELIVERED ON-TIME SINCE 2007 22#29DEPENDABLE, CAPTIVE AUDIENCE OF HIGHLY ATTRACTIVE CONSUMERS Cruise Lines Consistently Fill Ships with Passengers Occupancy by Operator 110% 105% 100% 95% AVERAGE CRUISE INDUSTRY OCCUPANCY ~105% Global Financial Crisis 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Carnival Corporation Royal Caribbean International - Norwegian Cruise Lines Holdings Source: CLIA, Cruise Industry News, SEC filings. Small Percentage of Passengers Needed to Drive Revenue OSW Cruise Passenger Spa Participation Rate 11% IIIII OSW ONLY NEEDS ~10% OF CRUISE PASSENGERS IN ORDER TO MEET ITS REVENUE TARGETS 2013 11% 2014 FOR 11% 2015 ONESPAWORLD AT SEA. ON LAND. 11% 2016 ■ Spa Participation Rate 11% 2017 11% 2018 23#30ONESPAWORLD EXISTING CUSTOMER NEW SHIP PIPELINE: 2018 - 2023 2018 7 SHIPS 20,454 BERTHS 2019 7 SHIPS 26,500 BERTHS 2020 9 SHIPS 29,196 BERTHS Cruise Line Azamara Norwegian Cruise Line Royal Caribbean 2021 6 SHIPS/21,460 BERTHS Seabourn Carnival Celebrity Cruises Holland America Carnival Costa Costa Norwegian Cruise Line Princess Royal Caribbean SAGA Carnival Costa Princess Royal Caribbean SAGA Silversea Celebrity Cruises Virgin Cruises P&O Berths Note: As of November 1, 2018. Shaded vessels reflect those currently in service. 690 4,200 5,400 604 4,000 2,900 2,660 4,200 4,200 5,200 4,200 3,600 4,100 1,000 5,000 4,200 3,600 4,100 1,000 596 2,900 2,800 5,000 2022 8 SHIPS/26,100 BERTHS ROBUST NEW SHIP PIPELINE WITH 42 NEW SHIPS REPRESENTS OVER 140,000 NEW BERTHS COMING ONLINE THROUGH 2023 ONESPAWORLD AT SEA. ON LAND. Market Premium Contemporary Contemporary Luxury Contemporary Premium Premium Contemporary Contemporary Contemporary Contemporary Contemporary Contemporary Premium Contemporary Contemporary Contemporary Contemporary Premium Luxury Premium Premium Premium 2023 5 SHIPS/16, 100 BERTHS 24#31EXCLUSIVE ACCESS TO A HIGHLY ATTRACTIVE GLOBAL CHANNEL SERVICE & PRODUCT INNOVATION Acupuncture 1st Vessel 2005 10 2008 22 34 CAGR: 31% 55 47 FLEET ROLLOUT 62 1440 110 Vessels By 2010 66 1444 75 Introduction of High Value Services Drives Revenue Growth Across Existing Footprint OSW Medi-Spa Rollout - Vessel Count by Year 2009 2010 2011 2012 2013 2014 2015 86 2016 Service Cryolipolysis Injectables Skin Tightening Fillers Bamboo Massage Acupuncture Pain Management ■ ■Acupuncture ■ ■ ■ ■ SEHSER ■ CATEGORY CREATION Electro Acupuncture Cupping Posture & Gait Analysis Good Feet Arch Supports Physical Therapy NormaTec Recovery Brand(s) coolsculpting BOTOX Dysport. debattoirs ONESPAWORLD AT SEA. ON LAND. thermage Restylane Guvederm Avg. Spend ~$2,500 ~$500 ~$2,800 ~$1,200 ~$160 ~$150 € ~$50M Annual Revenue Average Spend Up To 10x-plus Traditional Services 25#32CRUISE LINES ARE INCREASINGLY ALIGNED WITH US 1. Cruise Lines Focus More and More on Onboard Spend... ...And Increasingly Collaborate With OSW to Grow Revenue Onboard Spend as % of Total Cruise Line Revenues¹ HISTORICAL COLLABORATION +480 bps 24.2% 2011 29.0% 2017 >$2 BILLION INCREMENTAL SPEND "...Cruise lines have turned their attention to onboard revenues to drive top line growth... New ships are now being designed with onboard revenue in mind." - Wall Street Research, July 2017 ISOLATED SHORE- SIDE ENGAGEMENT SEC Filings, Independent Consultant Studies, Wall Street Research. Based on three largest cruise operators. SER ONESPAWORLD AT SEA. ON LAND. UNIFIED SHORE-SIDE AND ONBOARD COLLABORATION SPA BRANDING & DESIGN NEW AREAS OF COLLABORATION SIGNAGE AND LIMITED MARKETING WEEKLY BUDGETING AND KPI REVIEW TARGETED MARKETING / PASSENGER DATABASES ENHANCED WEBSITE VISIBILITY & DESIGN DYNAMIC PRICING AND PRICE INCREASES OPERATIONAL SAIL SUPPORT (ONBOARD TRAINING) 26#33PIONEERING GROWTH IN THE ASIAN MARKET FOR THE NEXT DECADE-PLUS Chinese Household Wealth Continues to Increase % of Chinese Households by Annual Disposable Income 100% 80% 60% 40% 20% 0% US$10,000-35,000 US$55,000 or above 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018F 2020F 2022F 2024F 2026F 2028F 2030F Chinese Total Asian Cruise Passenger Volume (000s) Travelers Already Driving Rapid Cruise Growth 2,081 6,282 US$35,000-55,000 US$10,000 or below 2022P 1 23.3% CAGR 0.1% China Is Underpenetrated Relative to the United States... Global Cruise Participation by Market China 775 2012 2015 Cruise Sources: Euromonitor, Cruise Industry News, CLIA, Las Vegas Visitors Authority, Global Attractions Attendance Report, Independent Consulting Studies. 1. Represents 2022 Asia (ex. Australia) capacity multiplied by 105% passenger capacity. 3.7% 2.7% Developed Markets FOR 5.5% 7.3% 3.7% ...And the United States Still Has Substantial Upside Travel-Leisure Participation by Category/Destination, as % of U.S. Population Disneyland Households with Timeshare ONESPAWORLD AT SEA. ON LAND. USA 13.2% 4.7% Las Vegas Australia 16.9% Snowsports Visits 27#34OSW'S UNDER-EXPLOITED SUPPORTS SIGNIFICANT GLOBAL GROWTH Attractive New Unit Economics Traditional Investment Model Revenue 4-Wall Margin 4-Wall EBITDA Net Investment UK 1,310 China 120 MARITIME Target Cash-on-Cash Return (Year 3): 25%+ South Africa India 172 Global Training Platform Can Fuel Significant Growth 483 RESORT SPA PLATFORM Jamaica 82 Australia 16 ~$2 million ~25% * Denotes sort order. OSW resort count as of 11/01/2018. 1. Includes resorts / hotels with spas. As of 12/31/2017. ~$500K ~$2 million RESORTS Indonesia 73 Malaysia 45 # Staff Trained at Facility in 2017 2,300+ SPA PROFESSIONALS TRAINED ANNUALLY 2. Excludes Starwood Hotels. 3. Excludes Sheraton banner. Resort Partner Under-Exploited Relationships to Leverage # of OSW Resort Spas* Marriott starwood Hotels and Resorts a Hilton Club Med CAESARS ENTERTAINMENT LOTTE HOTELS & RESORTS DISNEY PARKS WYNDHAM HOTELS AND RESORTS Mohegan Sun FOUR SEASONS LI LOEWS FOR HOTELS RESORTS TOTAL OSW PARTNER SPAS RESORTS SPAS GLOBALLY 5 3 3 3 2 2 1 1 1 1 1 ONESPAWORLD AT SEA. ON LAND. 23 Total Resorts in Portfolio (1) 646 (2) 716 (3) 214 62 47 16 38 351 5 115 16 2,226 33,000+ SIGNIFICANT GLOBAL WHITESPACE EXISTS WITH OSW'S CURRENT RESORT PARTNER BRANDS 28#35FINANCIAL OVERVIEW#36STRONG, VISIBLE AND CONSISTENT REVENUE & EBITDA GROWTH Historical & Projected Revenue ($M, FYE Dec.) Ship Count 1. $453 2015A 152 $476 2016A 156 CAGR: 8.1% $507 2017A 157 $535 2018E 163 $573 2019E 168 $668 2020E 196 Historical & Projected EBITDA¹ ($M, FYE Dec.) EBITDA Margin EBITDA adjusted for public company costs, includes addback for one-time impact of Atlantis renovation in 2019. $47 2015A 10.3% $51 2016A 10.6% FOR CAGR: 10.7% $54 2017A 10.7% $56 2018E 10.5% ONESPAWORLD AT SEA. ON LAND. $62 2019E 10.9% $78 2020E 11.7% 29#37EXCEPTIONAL FREE CASH FLOW CONVERSION Exceptional After-Tax Unlevered Free Cash Flow¹ ~$62M 2019E Adj. EBITDA ~90% Free Cash Flow Conversion² ~1% Avg. Capex as % of Revenue $126M Cumulative 2-Year After-Tax Unlevered Free Cash Flow (2019E-2020E) ~2% Historical Cash Tax Rate $26.7 Provides Outsized Adj. Net Income Growth Adj. Net Income ($M)³ 2018E FOR CAGR: 36.0% $33.0 2019E 1. Adjusted After-Tax Unlevered Free Cash Flow calculated as (Adjusted EBITDA - Avg. of 2015-20 Capex - Cash Taxes). 2. Adjusted After-Tax Unlevered Free Cash Flow Conversion calculated as (Adjusted EBITDA less Avg. of 2015-20 Capex less Cash Taxes) / Adjusted EBITDA. 2019 includes $1.5M addback for lost income due to renovation of Atlantis facility. 3. ONESPAWORLD AT SEA. ON LAND. $49.3 2020E 30#38EXCEPTIONALLY STRONG CASH FLOWS AND DE-LEVERAGING PROFILE Projected After-Tax Levered Free Cash Flow¹ $22.1 2018E CAGR: 47.4% $ 27.3 2019E $ 47.9 2020E EXCEPTIONAL FREE CASH FLOW DRIVES RAPID DE-LEVERAGING AND PROVIDES OPPORTUNITY TO RETURN CAPITAL TO SHAREHOLDERS VIA DIVIDENDS AND REPURCHASES Projected Net Leverage Historical & Projected Capex Growth ($M) Maintenance Capex Subtotal 5.3x % of Sales 2018E 1. Adjusted After-Tax Levered Free Cash Flow calculated as Operating Cash Flow less Capex less Change in NWC. One-Time Resort Capex Total Capex % of Sales 2015 $1.3 $0.7 $2.0 0.4% $0.9 $2.9 0.6% 4.4x 2019E 0.5% $0.9 $3.1 0.7% ONESPAWORLD AT SEA. ON LAND. 2016 2017 2018E 2019E $1.9 $1.1 $1.5 $1.0 $0.3 $0.0 $4.0 $1.8 $2.2 $1.1 $5.5 $2.9 0.2% 1.0% 0.5% 3.0x 0.5% 2020E $1.6 $5.8 $8.4 $2.7 $11.3 $11.3 2.1% 2.0% 2020E $2.1 $2.7 $4.8 0.7% $0.2 $5.0 0.8% 31#39SUPERIOR AFTER-TAX FREE CASH FLOW After-Tax Unlevered Free Cash Flow Conversion¹ MINIMAL NEW SPA CAPEX ■ Cruise lines fund nearly all maritime spa buildout costs ASSET-LITE MODEL ■ OneSpaWorld does not own any of its maritime spas - all major maintenance requirements funded by cruise lines EFFECTIVE TAX RATE: ~2% ■ Significant majority of income earned in international waters Capex as % of Revenue Effective Tax Rate ~90%² ONESPAWORLD AT SEA. ON LAND. 1% 2% 72% Highly Franchised Restaurants 3% 21% 63% Health & Wellness 5% 21% 62% Asset-Light Leisure 6% 21% 62% Best-in-Class Service 3% 21% ONESPAWORLD AT SEA. ON LAND. 51% Asset-Heavy Leisure 14% 21% Source: SEC filings, Wall Street research. Note: Highly Franchised Restaurants includes YUM, QSR, DNKN, DPZ and PZZA. Health & Wellness includes WTW, LULU, EYE, NKE and PLNT. Asset-Light Leisure includes MAR, HLT, IHG, H, AC- FR and CHH. Best-in-Class Service includes BFAM, CTAS, ROL, ECL and SITE. Asset-Heavy Leisure includes MTN, SIX, PLYA, MGM, LVS and BEL. Cruise includes CCL, RCL and NCLH. 1. Adjusted After-Tax Unlevered FCF Conversion calculated as (Adjusted EBITDA less Estimated Unlevered Cash Taxes less Capex) / Adjusted EBITDA. Average conversion shown by sector. 2. OneSpaWorld Adjusted After-Tax Unlevered Free Cash Flow Conversion calculated as (2019 Adjusted EBITDA less Avg. of 2015-20 Capex less Cash Taxes)/2019E Adjusted EBITDA. 9% Cruise 28% 2% 32#40TRANSACTION DETAILS ONESPAWORLD AT SEA. ON LAND.#41TRANSACTION OVERVIEW ■ Enterprise value of $948M (19.6x 2019E P/E, 13.1x 2020E P/E) Pro forma net debt of $300M (5.3x net leverage @ 2018E EBITDA of $56.3M) Common stock private placement in the amount of $122M Existing shareholder Steiner Leisure to be paid $717M in cash consideration and issued 16.5M of rollover shares at closing ■ Transaction closing expected in Q1 of 2019 Pro Forma Valuation Illustrative Haymaker Share Price Pro Forma Shares Outstanding (M) Equity Value Net Debt Enterprise Value Valuation Multiples 2019 P/E 2020 P/E 2019 Levered FCF Yield 2020 Levered FCF Yield Metric $ 33.0 $49.3 $ 27.3 $ 47.9 $10.00 64.8 $ 648 300 $948 19.6 X 13.1 x 4.2 % 7.4 % Sources and Uses Sources Uses Haymaker Cash in Trust Account Selling Shareholder Equity Rollover Common Stock Private Placement New Net Debt¹ Sponsor Promote Total Cash Consideration to Selling Shareholders Selling Shareholder Equity Rollover Haymaker Estimated Transaction Costs² Sponsor Promote Total Pro Forma Equity Ownership³ HYAC Founders' Shares 5% Common PIPE Investors 19% ONESPAWORLD AT SEA. ON LAND. Selling Shareholders 26% HYAC Class A Shareholders 51% Note: Dollars in millions. FYE December. Assumes $20.0M Revolving Credit Facility, $275M of 1st Lien, and $25M of 2nd Lien. Selling shareholder rollover is prior to any contractual commitments the seller may have to sell additional rollover shares. Excludes interest earned on cash in trust. 1. Assumes RCF draw of ~$8M at close to fund purchase of OSW cash. 2. Estimated transaction costs include new debt financing fees, private placement fees, original deferred underwriting discount and other advisory and diligence related fees. 3. Pro forma share count includes 33.0M HYAC Class A shares outstanding, 3.0M HYAC Founders' shares, 12.2M shares issued to PIPE investors, and 16.5M rollover shares issued to selling shareholders. Excludes 16.5M HYAC IPO warrants and 8.0M Founders' warrants with $11.50 strike price. 3.25M HYAC Founders' shares to be cancelled as part of transaction. Excludes deferred shares to sponsor (converted from HYAC Founders' shares) and deferred shares to selling shareholders, which vest at $20.00 per share (adjusted for dividends to shareholders). $330 165 122 300 30 $948 $717 165 35 30 $948 33#42COMPARABLE PUBLICLY TRADED COMPANIES ANALYSIS - OPERATIONAL METRICS ($ in millions) 2018 - 2020 Sales CAGR 2018 - 2020 EBITDA CAGR 2018-2020 EPS CAGR¹ 2019 Unlevered FCF Conversion² (% of EBITDA) 11.8% OneSpa World 17.6% OneSpa World 36.0 % OneSpa World ~90 % OneSpa World Best-in-Class Service Operators Best-in-Class Service Operators Median: 6.3 % 12.2 % Site One 21.3% Site One 22.3% Site One 8.4% Bright Horizons 72.2% Best-in-Class Service Operators Median: 10.1% Rollins 10.6 % Bright Horizons 14.6% 6.3% Bright Horizons Rollins SiteOne 10.1 % Rollins Best-in-Class Service Operators Median: 13.8 % 12.3 % 13.8 % 5.7 % Cintas Cintas Cintas 9.9 % Cintas 5.5 % Ecolab Ecolab Bright Horizons 8.3% Best-in-Class Service Operators Median: 62.4 % 70.2 % 62.4 % 60.2 % 59.8 % Ecolab 11.4 % Rollins Ecolab 12.5 % 1. Assumes full year pro forma interest expense for OSW in 2018. 2. Free Cash Flow defined as Adjusted EBITDA less capex and cash taxes. Weight Watchers 16.0 % Weight Watchers 27.5% Weight Watchers 68.3 % Weight Watchers Health & Wellness Health & Wellness Median: 9.8 % 10.7% Planet Fitness Nike 9.8% Planet Fitness National Vision Health & Wellness Median: 14.6% 16.0 % 14.6% 14.2% Nike National Vision Health & Wellness Median: 18.7 % 20.4 % 16.8% 18.7% 7.6% National Vision Nike Planet Fitness Planet Fitness Health & Wellness Median: 65.6 % 67.2% 65.6 % Nike 31.1 % Lululemon Source: Company Management, Wall Street Research, Bloomberg, IBES as of 10/19/2018. All estimates calendarized to December. Note: Assumes $20.0M Revolving Credit Facility, $275M of 1st Lien, and $25M of 2nd Lien. 7.3% Lululemon 11.1 % Lululemon 13.6 % Lululemon 30.3% National Vision 7.3% Accor 10.5 % Accor 21.7% Accor 74.6 % Hilton 5.2 % Marriott Asset-Light Leisure Asset-Light Leisure Median: 4.6% 8.8% Choice 19.1 % Hyatt 4.8 % Hyatt Asset-Light Leisure Median: 8.4 % 71.5% Marriott 8.8% Marriott ONESPAWORLD AT SEA. ON LAND. 17.4% Hilton 4.5 % Choice Choice Asset-Light Leisure Median: 16.1 % 14.8 % 8.0 % IHG 4.4% Marriott Hilton IHG 7.6% Hilton Asset-Light Leisure Median: 64.0 % 71.3 % 56.7 % 50.4 % 14.0% Choice Hyatt 4.0% IHG 4.3% Hyatt 8.3 % IHG 44.3 % Accor 34#43COMPARABLE PUBLICLY TRADED COMPANIES ANALYSIS VALUATION METRICS ($ in millions) 2019 P/E 2020 P/E 2019 FCF Yield¹ 2020 FCF Yield¹ Net Leverage² 19.6 x OneSpa World 13.1 x OneSpa World 4.2% OneSpa World 7.4% OneSpa World 5.3 x Best-in-Class Service Operators Best-in-Class Service Operators Median: 27.9 x 46.6 x Rollins 42.5 X Rollins 5.7% Cintas 31.3 x 4.9 % Bright Horizons Best-in-Class Service Operators Median: 22.1 x Cintas 1.8 x 27.5 x Bright Horizons 4.7% Ecolab 27.9 x 3.7% SiteOne Bright Horizons 3.6 x 22.1 x Best-in-Class Service Operators Median: 3.8 % SiteOne 2.9% Bright Horizons 24.7 x 3.6 % Ecolab Ecolab 2.4 x 22.0 x Ecolab Best-in-Class Service Operators Median: 3.7 % 2.5% Rollins 23.1 x ΝΑ Cintas Rollins (0.2)x 20.6 x Cintas ΝΑ SiteOne ΝΑ SiteOne 4.0 X 48.6 x National Vision 41.0 X National Vision 6.3 % Weight Watchers 7.9% Weight Watchers 4.1 X Health & Wellness Health & Wellness Median: 34.8 x 39.1 x Lululemon Lululemon 3.4% Nike 34.8 x Health & Wellness Median: 29.2 x 34.8 x 3.8% Planet Fitness Nike (0.2)x 29.2 x Planet Fitness Health & Wellness Median: 2.8 % 2.8% Planet Fitness 25.8 x 3.7% Nike Planet Fitness Health & Wellness Median: 3.7 % 2.8 x 21.8 x Nike 2.2% Lululemon 2.7% Lululemon (0.9)x 17.3 x Source: Company Management, Wall Street Research, Bloomberg, IBES as of 10/19/2018. All estimates calendarized to December. Note: Assumes $20.0M Revolving Credit Facility, $275M of 1st Lien, and $25M of 2nd Lien. Weight Watchers 13.8 x Weight Watchers 1.1 % National Vision 2.2 % National Vision 3.7 x 35.0 x Hyatt 31.3 x Hyatt 6.2 % Marriott 6.9 % Hilton 4.1 x 1. Free Cash Flow defined as Operating Cash Flow less Capex. FCF Yield calculated based on IBES free cash flow per share estimates, where available. Net Leverage for peers calculated as current net debt / LTM EBITDA. Net leverage for OSW as of transaction close. 2. 23.4 x Asset-Light Leisure Asset-Light Leisure Median: 20.2 x Accor 19.6 x Accor Hilton - IHG 22.3 x Hilton 2.1 x 19.1 x Hilton Asset-Light Leisure Median: 17.5 x ONESPAWORLD AT SEA. ON LAND. Choice % Asset-Light Leisure Median: 5.5 5.6% 5.9 % 5.5% 18.1 x Marriott Marriott 3.0 x 15.9 x Asset-Light Leisure Median: 5.0 % 4.9% 5.7 % 5.0 % Marriott IHG Accor 17.9 x (1.1)x Choice 15.6 x IHG 5.2 % Hyatt 3.9% Hyatt 0.6 X 17.2 x IHG 15.6 x Choice 4.1 % Accor ΝΑ Choice 2.1 X 35#44SUMMARY FINANCIALS Financial Overview $M Revenue At Sea¹ On Land Total Revenue EBIT Interest (Expense) / Income² Other Income / (Expense) Cash Taxes Net Income (-) Incremental Public Company Costs (+) Atlantis Adjustment³ (+) Amortization of Intangibles Pro Forma Adj. Net Income Average Weekly Revenue per Ship5 Average Ships Bridge to Levered Free Cash Flow $M Adj. Net Income (+) Depreciation & Amortization (-) Increase in Net Working Capital (-) Maintenance Capex (-) Growth Capex (-) One-Time Resort Spa Capex Free Cash Flow 2015A 3. $ 403.0 $50.0 $ 453.0 $41.4 $ 0.0 $(1.5) $39.9 $(2.8) $ 0.4 $ 37.5 $51,721 147 2016A $ 429.1 $47.2 $ 476.3 1. Includes revenue from Timetospa.com. 2. Includes amortization of financing fees. 2018 interest expense pro forma for a full year of debt with no paydown. 2019 and 2020 assume 100% sweep to free cash flow. Addback of lost net income due to planned renovation of Atlantis facility in 2019. $41.2 $ 0.3 $(0.2) $(4.9) $36.5 $(2.8) $3.4 $ 37.1 $53,741 151 For the Fiscal Year Ended December 31, 2017A 2018 $ 462.6 $44.1 $ 506.7 $44.9 $(4.6) 5. 6. $40.3 $(2.8) $ 3.4 $40.9 $56,999 154 $490.1 $45.1 $535.2 $ 47.5 $(20.9) $(0.5) $26.1 $(2.8) $3.4 $26.7 FOR $59,414 156 For the Fiscal Year Ended December 31, 2018 $ 26.7 $8.5 $(1.9) $(1.5) $(4.0) $(5.8) $ 22.1 ONESPAWORLD AT SEA. ON LAND. 2019 $ 529.0 $44.1 $573.1 $ 52.1 $(20.5) $(0.6) $ 31.0 $(2.8) $1.5 $3.4 $ 33.0 $61,838 162 2019 $ 33.0 $8.3 $(2.8) $(1.0) $(1.8) $(8.4) $ 27.3 2020 $ 618.7 $ 49.7 $ 668.4 $ 68.6 $(18.7) $(0.9) $ 49.0 $(3.0) $ 3.4 $ 49.3 $63,622 184 2020 $49.3 $9.2 $(5.7) $(2.1) $(2.7) $(0.2) $ 47.9 4. Tax-effected value of amortization of intangibles recognized when L Catterton acquired Steiner Leisure in 2015. Excludes revenue from Timetospa.com. Excludes amortization of intangibles and includes amortization of financing fees. 36#45RECONCILIATION TO ADJUSTED EBITDA $M Net Income (+) Other (Income) / Expense (+) Interest (Income) / Expense¹ (+) Cash Taxes (+) Depreciation and Amortization² EBITDA (+) One-Time Deal Costs (2015 Acquisition) (-) Incremental Public Company Costs (+) Atlantis Adjustment³ Pro Forma Adj. EBITDA 2015A $39.9 $(0.0) $0.0 $1.5 $7.2 $48.6 $1.2 $(2.9) $ 0.0 $ 46.9 2016A $36.5 $0.2 $(0.3) $4.9 $ 12.2 $ 53.4 $0.0 $(2.9) $0. $ 50.6 Fiscal Year Ended December 31, 2017A 2018 $ 40.3 $0.0 $0.0 $4.6 $ 12.3 $ 57.2 $ 0.0 $(2.9) $ 0.0 $ 54.3 $26.1 $ 0.0 $20.9 $0.5 $11.7 $59.1 $ 0.0 $(2.9) $ 0.0 $ 56.3 1. Includes amortization of financing fees. 2018 interest expense pro forma for a full year of debt with no paydown. 2019 and 2020 assume 100% sweep to free cash flow. 2. Includes $3.5M of amortization of intangibles recognized when L Catterton acquired Steiner Leisure in December 2015. 3. Addback of lost net income due to planned renovation of Atlantis facility in 2019. ONESPAWORLD AT SEA. ON LAND. 2019 $31.0 $ 0.0 $20.5 $ 0.6 $11.5 $ 63.7 $ 0.0 $(2.9) $1.5 $62.3 2020 $49.0 $ 0.0 $18.7 $0.9 $ 12.3 $ 81.0 $0.0 $(3.1) $0. $77.9 37

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