OneSpaWorld Reports Third Quarter Fiscal 2021 Financial Results
OneSpaWorld Holdings Limited (NASDAQ: OSW) reported significant progress in its third quarter ending September 30, 2021, achieving revenues of $43.6 million, a dramatic increase from $1.8 million in Q3 2020. The company expects to resume operations on 70% of contracted ships by year-end, having restarted 78 out of 167 ships. The net loss for the quarter was $12.3 million, an improvement from a $47.5 million loss last year. The company ended the quarter with total liquidity of $47.6 million, including $34.6 million in cash. Adjusted EBITDA was ($4.6) million, showing continued recovery potential.
- Revenues increased to $43.6 million in Q3 2021, up from $1.8 million in Q3 2020.
- 78 of 167 cruise ships resumed operations.
- Improvement in net loss to ($12.3) million from ($47.5) million year-over-year.
- Total liquidity of $47.6 million, including $34.6 million in cash.
- Adjusted EBITDA improved to ($4.6) million from ($12.2) million year-over-year.
- Positive EBITDA reported for the destination resort spas for two consecutive quarters.
- Total revenues decreased by 50% to $58.4 million for the nine months ended September 30, 2021, compared to $117.1 million in 2020.
- Ongoing forecast of GAAP and adjusted net loss for Q4 and fiscal year 2021.
- Cash burn rate was $12.7 million for Q3 2021, slightly above expectations.
Ends Third Quarter with Total Liquidity of
Operating Network Update:
-
Ship Count: The Company ended the third quarter with health and wellness centers on 167 ships, of which 78 had resumed voyages as of quarter-end, compared with 14 ships having resumed voyages by the end of the second quarter; another 13 ships resumed voyages in October. The Company expects that voyages will have resumed on 118 ships by the end of
December 2021 . We believe all of our contracted ships will return to sailing no later than Q3 2022. -
Destination Resort Count: The Company ended the third quarter with spas in 53 destination resorts, of which 45 were open and operating as of
September 30, 2021 . -
Staff Count: The Company had re-embarked 1,653 cruise ship personnel on vessels at the end of the third quarter for actual and anticipated voyages and expects 2,467 employees to re-embark on vessels by the end of
December 2021 for actual and anticipated voyages.
Liquidity Update:
-
Cash and borrowing capacity under the Company’s line of credit at
September 30, 2021 totalled . At quarter end,$47.6 million remained available under the ATM program. Availability under the Company’s line of credit was$13.6 million at$13.0 million September 30, 2021 . Subsequent to quarter end, the Company sold an additional 350,000 shares with gross proceeds of with$3.6 million remaining available under the ATM program as of$10.0 million November 3, 2021 . -
The cash burn rate for the quarter of
was slightly above the Company’s expectations, driven by timing of receipts. The Company expects a cash burn rate of between$12.7 million and$8.0 million in the fourth quarter as revenues generated from an increasing number of voyages offset some of the higher cash expenditures in anticipation of these increased sailings.$10.0 million
The Company’s results are reported in this press release on a GAAP basis and on an as adjusted non-GAAP basis. A reconciliation of GAAP to non-GAAP financial information is provided at the end of this press release. This press release also refers to Adjusted EBITDA and Adjusted Net Income (non-GAAP financial measures), terms for which the definition and reconciliation are presented below.
Third Quarter Ended
Results of operations in the third quarter of 2021 continued to be materially adversely impacted by the COVID-19 pandemic that resulted in cancellation of all of the Company’s voyages and the closing of many destination resort health and wellness centers as of the end of the first quarter of 2020. As of
-
Total revenues were
compared to$43.6 million in the third quarter of 2020. The three months ended$1.8 million September 30, 2021 revenues were derived primarily from our 78 health and wellness centers onboard ships having resumed voyages and our 45 open and operating destination resort health and wealth centers. Revenues for the three months endedSeptember 30, 2020 were negatively impacted by the COVID-19 pandemic and the resultingMarch 14, 2020 No Sail Order with revenues derived primarily from our e-commerce product sales through the Company’s timetospa.com website. -
Cost of services were
compared to$33.2 million in the third quarter of 2020. The increase was primarily attributable to costs associated with increased service revenues of$7.2 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.$34.8 million -
Cost of products were
compared to$8.4 million in the third quarter of 2020. The increase was primarily attributable to costs associated with increased product revenues of$1.5 million in the quarter from our operating health and wellness centers at sea and on land together with a$8.1 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.$2.0 million -
Net loss was
( compared to a loss of$12.3) million ( in the third quarter of 2020. The$47.5) million improvement in the third quarter of fiscal 2021 was primarily a result of a$35.2 million reduction in the Company’s loss from operations and the$7.2 million positive change in the fair value of warrants. The change in fair value of warrants is the result of changes in market prices deriving the value of the financial instruments.$28.2 million -
Adjusted net loss was
( or adjusted net loss per diluted share of ($9.6) million ) compared to adjusted net loss of$0.11 ( , or adjusted net loss per diluted share of ($17.5) million ) in the third quarter of 2020.$0.21 -
Adjusted EBITDA, which includes the negative impact of the
inventory reserve, was$2.0 million ( compared to$4.6) million ( in the third quarter of 2020.$12.2) million -
Unlevered after-tax free cash flow was
( compared to$5.3) million ( in the third quarter of 2020.$12.5) million
Year-to-date
Results of operations in the nine months ended
-
Total revenues were
compared to$58.4 million in the nine months ended$117.1 million September 30, 2020 . The 2021 decrease of , or$58.7 million 50% , was significantly driven by the COVID-19 pandemic, which resulted in the cancellation of all cruise ship voyages and closure of all destination resort health and wellness centers duringmid-March 2020 throughSeptember 30, 2020 . The nine months endedSeptember 30, 2021 revenues were derived primarily from the operations of health and wellness centers onboard ships having resumed voyages and our destination resort health and wellness centers having resumed operations during the period. -
Cost of services were
compared to$50.2 million in the nine months ended$100.3 million September 30, 2020 . The decrease was primarily attributable to the decline in revenue due to the impact of the COVID-19 pandemic. -
Cost of products were
compared to$11.2 million in the nine months ended$25.2 million September 30, 2020 . The decrease was primarily attributable to the decline in product revenue due to the impact of the COVID-19 pandemic. -
Net loss was
( compared to$57.6) million ( in the nine months ended$216.6) million September 30, 2020 . The decrease in net loss principally resulted from the non-recurring goodwill and tradename intangible asset impairment charge recorded in the 2020 period and partially offset by the$190.8 million change in the fair value of warrants versus the prior year nine-month period. The change in fair value of warrants is the result of changes in market prices deriving the value of the financial instruments.$36.8 million -
Adjusted net loss was
( , or adjusted net loss per diluted share of ($39.4) million ), as compared to adjusted net loss of$0.44 ( , or adjusted net loss per diluted share of ($46.5) million ) in the nine months ended$0.66 September 30, 2020 . -
Adjusted EBITDA was
( , as compared to$23.7) million ( in the nine months ended$27.3) million September 30, 2020 . -
Unlevered after-tax free cash flow was
( , as compared to$25.0) million ( in the nine months ended$29.2) million September 30, 2020 .
Balance Sheet and Cash Flow Highlights
-
Cash at
September 30, 2021 was .$34.6 million
-
Total debt, net of deferred financing costs, at
September 30, 2021 was .$230.2 million
-
Unlevered after-tax free cash flow for quarter-ended
September 30, 2021 was( .$5.3) million
Q3 2021 and Fiscal Year 2021 Guidance
The Company is not providing financial guidance due to the ongoing business disruption and substantial uncertainty surrounding the impact of the COVID-19 pandemic on its business. Notwithstanding the foregoing, the Company expects to sustain a GAAP and adjusted net loss for the fourth quarter of fiscal 2021 and fiscal year 2021.
COVID -19 Impact on Cruise Industry
On
Conference Call Details
A conference call to discuss the third quarter 2021 financial results is scheduled for
About
Headquartered in
On
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the Company may differ from its actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” or the negative or other variations thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of the Company, including projected financial information (which is not audited or reviewed by the Company’s auditors), and the future plans, operations and opportunities for the Company and other statements that are not historical facts. These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: the impact of the COVID-19 pandemic on our business, operations, results of operations and financial condition, including liquidity for the foreseeable future; 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 market for the Company’s services; changes in applicable laws or regulations; the availability or competition for opportunities for expansion of the Company’s business; difficulties of managing growth profitably; the loss of one or more members of the Company’s management team; loss of a major customer and other risks and uncertainties included from time to time in the Company’s reports (including all amendments to those reports) filed with the
Non-GAAP Financial Measures
We refer to certain financial measures that are not recognized under
ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share data)
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||||||||||||||
|
|
|
|
|
|
|
$ |
|
% |
|
|
|
|
|
|
|
$ |
|
% |
|
||||
|
2021 |
|
2020 (as
|
|
Inc/(Dec) |
|
Inc/(Dec) |
|
2021 |
|
2020 (as
|
|
Inc/(Dec) |
|
Inc/(Dec) |
|
||||||||
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service revenues |
$ |
34,844 |
|
$ |
1,108 |
|
$ |
33,736 |
|
|
3045 |
% |
$ |
47,096 |
|
$ |
90,895 |
|
$ |
(43,799 |
) |
|
(48 |
)% |
Product revenues |
|
8,791 |
|
|
681 |
|
|
8,110 |
|
|
1191 |
% |
|
11,284 |
|
|
26,199 |
|
|
(14,915 |
) |
|
(57 |
)% |
Total revenues |
|
43,635 |
|
|
1,789 |
|
|
41,846 |
|
|
2339 |
% |
|
58,380 |
|
|
117,094 |
|
|
(58,714 |
) |
|
(50 |
)% |
COST OF REVENUES AND OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services |
|
33,157 |
|
|
7,191 |
|
|
25,966 |
|
|
361 |
% |
|
50,202 |
|
|
100,329 |
|
|
(50,127 |
) |
|
(50 |
)% |
Cost of products |
|
8,395 |
|
|
1,467 |
|
|
6,928 |
|
|
472 |
% |
|
11,194 |
|
|
25,226 |
|
|
(14,032 |
) |
|
(56 |
)% |
Administrative |
|
3,363 |
|
|
3,792 |
|
|
(429) |
|
|
(11 |
)% |
|
12,069 |
|
|
13,315 |
|
|
(1,246 |
) |
|
(9 |
)% |
Salary and payroll taxes |
|
6,676 |
|
|
4,504 |
|
|
2,172 |
|
|
48 |
% |
|
20,316 |
|
|
14,767 |
|
|
5,549 |
|
|
38 |
% |
Amortization of intangible assets |
|
4,206 |
|
|
4,206 |
|
|
— |
|
|
— |
|
|
12,618 |
|
|
12,618 |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
NM |
|
|
— |
|
|
190,777 |
|
|
(190,777 |
) |
|
100 |
% |
|
Total cost of revenues and operating expenses |
|
55,797 |
|
|
21,160 |
|
|
34,637 |
|
|
164 |
% |
|
106,399 |
|
|
357,032 |
|
|
(250,633 |
) |
|
(70 |
)% |
Loss from operations |
|
(12,162 |
) |
|
(19,371 |
) |
|
7,209 |
|
|
37 |
% |
|
(48,019 |
) |
|
(239,938 |
) |
|
191,919 |
|
|
80 |
% |
OTHER (EXPENSE) INCOME, NET: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense and warrant issuance cost |
|
(3,151 |
) |
|
(3,464 |
) |
|
313 |
|
|
9 |
% |
|
(9,914 |
) |
|
(12,594 |
) |
|
2,680 |
|
|
(21 |
)% |
Change in fair value of warrant liabilities |
|
3,100 |
|
|
(25,100 |
) |
|
28,200 |
|
|
112 |
% |
|
500 |
|
|
37,300 |
|
|
(36,800 |
) |
|
(99 |
)% |
Total other (expense) income, net |
|
(51 |
) |
|
(28,564 |
) |
|
28,513 |
|
|
100 |
% |
|
(9,414 |
) |
|
24,706 |
|
|
(34,120 |
) |
|
(138 |
)% |
Loss before income taxes expense (benefit) |
|
(12,213 |
) |
|
(47,935 |
) |
|
35,722 |
|
|
75 |
% |
|
(57,433 |
) |
|
(215,232 |
) |
|
157,799 |
|
|
73 |
% |
INCOME TAX EXPENSE (BENEFIT) |
|
129 |
|
|
(388 |
) |
|
517 |
|
|
133 |
% |
|
172 |
|
|
1,370 |
|
|
(1,198 |
) |
|
(87 |
)% |
NET LOSS |
$ |
(12,342 |
) |
$ |
(47,547 |
) |
$ |
35,205 |
|
|
74 |
% |
$ |
(57,605 |
) |
$ |
(216,602 |
) |
$ |
158,997 |
|
|
73 |
% |
NET LOSS PER VOTING AND NON-VOTING SHARE: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
(0.14 |
) |
$ |
(0.56 |
) |
|
|
|
|
|
|
$ |
(0.64 |
) |
$ |
(3.06 |
) |
|
|
|
|
|
|
Diluted |
$ |
(0.14 |
) |
$ |
(0.56 |
) |
|
|
|
|
|
|
$ |
(0.64 |
) |
$ |
(3.06 |
) |
|
|
|
|
|
|
WEIGHTED-AVERAGE SHARES OUTSTANDING: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
90,852 |
|
|
84,968 |
|
|
|
|
|
|
|
|
89,559 |
|
|
70,737 |
|
|
|
|
|
|
|
Diluted |
|
90,852 |
|
|
84,968 |
|
|
|
|
|
|
|
|
89,559 |
|
|
70,737 |
|
|
|
|
|
|
|
Note Regarding Non-GAAP Financial Information
This press release includes financial measures that are not calculated in accordance with GAAP, including Adjusted net income (loss), Adjusted net income (loss) per diluted share, Adjusted EBITDA and Unlevered after-tax free cash flow.
We define Adjusted net income (loss) as net income (loss), adjusted for non-controlling interest and the impact of certain other items, including normalized interest expense, related party adjustments, increase in depreciation and amortization expense resulting from the Business Combination, non-cash stock-based compensation, normalized tax expense, non-cash prepaid expenses and non-recurring expenses incurred in connection with the Business Combination. Adjusted net income per diluted share is defined as Adjusted net income divided by the weighted average diluted shares outstanding during the period, as if such shares had been outstanding during the entire three-month and nine-month periods ended
We define Adjusted EBITDA as income (loss) from continuing operations before interest expense, provision (benefit) for income taxes, depreciation and amortization and non-controlling interest, adjusted for the impact of certain other items, including non-cash stock-based compensation expense, non-cash prepaid expenses, related party adjustments, and non-recurring expenses incurred in connection with the Business Combination. All of these other items are reported in administrative expenses in the condensed consolidated and combined statements of operations.
We define Unlevered after-tax free cash flow as Adjusted EBITDA minus capital expenditures and cash taxes paid.
We believe that these non-GAAP measures, when reviewed in conjunction with GAAP financial measures, and not in isolation or as substitutes for analysis of our results of operations under GAAP, are useful to investors as they are widely used measures of performance and the adjustments we make to these non-GAAP measures provide investors further insight into our profitability and additional perspectives in comparing our performance to other companies and in comparing our performance over time on a consistent basis. Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Unlevered after-tax free cash flow have limitations as profitability measures in that they do not include total amounts for interest expense on our debt and provision for income taxes, and the effect of our expenditures for capital assets and certain intangible assets. In addition, all of these non-GAAP measures have limitations as profitability measures in that they do not include the effect of non-cash stock-based compensation expense and the impact of certain expenses related to items that are settled in cash. Because of these limitations, the Company relies primarily on its GAAP results.
In the future, we may incur expenses similar to those for which adjustments are made in calculating Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as a basis to infer that our future results will be unaffected by extraordinary, unusual or non-recurring items.
Reconciliation of GAAP to Non-GAAP Financial Information
The following table reconciles Net loss to Adjusted net loss for the third quarters and year-to-date periods ended
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
2021 |
|
|
2020 (as restated) |
|
|
2021 |
|
|
2020 (as restated) |
|
||||
Net loss |
|
$ |
(12,342 |
) |
|
$ |
(47,547 |
) |
|
|
(57,605 |
) |
|
$ |
(216,602 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
190,777 |
|
Change in fair value of warrant liabilities |
|
|
(3,100 |
) |
|
|
25,100 |
|
|
|
(500 |
) |
|
|
(37,300 |
) |
Depreciation and amortization (a) |
|
|
3,761 |
|
|
|
3,761 |
|
|
|
11,283 |
|
|
|
11,283 |
|
Stock-based compensation |
|
|
2,059 |
|
|
|
1,111 |
|
|
|
7,419 |
|
|
|
1,960 |
|
Business combination costs (b) |
|
|
— |
|
|
|
87 |
|
|
|
— |
|
|
|
1,619 |
|
Tax expense (c) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,746 |
|
Adjusted net loss |
|
$ |
(9,622 |
) |
|
$ |
(17,488 |
) |
|
$ |
(39,403 |
) |
|
$ |
(46,517 |
) |
Adjusted net loss per diluted share |
|
$ |
(0.11 |
) |
|
$ |
(0.21 |
) |
|
$ |
(0.44 |
) |
|
$ |
(0.66 |
) |
Diluted weighted average shares outstanding |
|
|
90,852 |
|
|
|
84,968 |
|
|
|
89,559 |
|
|
|
70,737 |
|
The following table reconciles Net loss to Adjusted EBITDA and Unlevered after-tax free cash flow for the third quarters and year-to-date periods ended
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
2021 |
|
|
2020 (as restated) |
|
|
2021 |
|
|
2020 (as restated) |
|
||||
Net loss |
|
$ |
(12,342 |
) |
|
$ |
(47,547 |
) |
|
$ |
(57,605 |
) |
|
$ |
(216,602 |
) |
Income tax expense (benefit) |
|
|
129 |
|
|
|
(388 |
) |
|
|
172 |
|
|
|
1,370 |
|
Interest expense and warrants issuance cost |
|
|
3,151 |
|
|
|
3,464 |
|
|
|
9,914 |
|
|
|
12,594 |
|
Change in fair value of warrant liabilities |
|
|
(3,100 |
) |
|
|
25,100 |
|
|
|
(500 |
) |
|
|
(37,300 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
190,777 |
|
Depreciation and amortization |
|
|
5,489 |
|
|
|
5,933 |
|
|
|
16,859 |
|
|
|
18,271 |
|
Stock-based compensation |
|
|
2,059 |
|
|
|
1,111 |
|
|
|
7,419 |
|
|
|
1,960 |
|
Business combination costs (b) |
|
|
— |
|
|
|
87 |
|
|
|
— |
|
|
|
1,619 |
|
Adjusted EBITDA |
|
$ |
(4,614 |
) |
|
$ |
(12,240 |
) |
|
$ |
(23,741 |
) |
|
$ |
(27,311 |
) |
Capital expenditures |
|
|
(629 |
) |
|
|
(262 |
) |
|
|
(1,306 |
) |
|
|
(1,794 |
) |
Cash taxes |
|
|
(10 |
) |
|
|
— |
|
|
|
19 |
|
|
|
(58 |
) |
Unlevered after-tax free cash flow |
|
$ |
(5,253 |
) |
|
$ |
(12,502 |
) |
|
$ |
(25,028 |
) |
|
$ |
(29,163 |
) |
(a) Depreciation and amortization refers to addback of purchase price adjustments to tangible and intangible assets resulting from the Business Combination.
(b) Business combination costs refers primarily to legal and advisory fees incurred by
(c) Valuation allowance related to the Company’s 2020 beginning-of-year deferred tax assets that are not realizable.
View source version on businesswire.com: https://www.businesswire.com/news/home/20211103005295/en/
ICR:
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allison.malkin@icrinc.com
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