Onespaworld Holdings Limited · NASDAQ:OSW
Onespaworld — SPAC Merger (November 2018)
45 slides from Onespaworld's SPAC merger presentation, Nov 1, 2018
Slide 1: Investor Presentation November 2018
Exhibit 99.2 Investor Presentation November 2018 Exhibit 99.2 Investor Presentation November 2018
Slide 2: Disclaimer
DISCLAIMER 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 (“Haymak
Slide 3: Disclaimer (Cont'd) - Forward-Looking Statements
DISCLAIMER (CONT’D) 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
Slide 4: Disclaimer (Cont'd) - Use of Non-GAAP Financial Measures
DISCLAIMER (CONT’D) 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. Acc
Slide 5: Today's Participants
TODAY’S PARTICIPANTS ONESPAWORLD HAYMAKER Leonard Fluxman Glenn Fusfield Stephen Lazarus Steven J. Heyer Andrew R. Heyer Executive Chairman President & CEO CFO & COO CEO & Executive Chairman President & Director n Served in President and n Served as CFO and COO of n CEO and Founder of Mistral n Form
Slide 6: Situation Overview
SITUATION OVERVIEW n Haymaker Acquisition Corp. (“We”) was formed with the mandate to consummate an attractive transaction in the consumer, media, retail and hospitality spaces n We strongly believe we have identified a highly attractive opportunity which we will preview with you today n OneSpaWorld
Slide 7: Five Reasons We Love OSW
FIVE REASONS WE LOVE OSW n 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
Slide 8: Our Investment Thesis
OUR INVESTMENT THESIS Investment Highlights Why This is a Great Deal for a SPAC n OSW provides investors a world class health & wellness services n OSW used to be a public company (Steiner Leisure) and therefore platform with global operations and distribution capabilities that already has public co
Slide 9: Transaction Overview
TRANSACTION OVERVIEW n 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
Slide 10: Largest Spa / Fitness / Beauty Management Services Company in the World
LARGEST SPA / FITNESS / BEAUTY MANAGEMENT SERVICES COMPANY IN THE WORLD UNDISPUTED LEADER IN A HIGHLY ATTRACTIVE INDUSTRY GLOBAL MEGATRENDS DRIVING ROBUST SECTOR GROWTH COMPLEX BUSINESS MODEL WHICH CANNOT BE REPLICATED HIGHLY VISIBLE, UNIQUELY PREDICTABLE GROWTH EARLY INNINGS OF GENERATIONAL GROWTH
Slide 11: OSW Benefits from Over 20 Consecutive Years of Global Passenger Growth
OSW 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) Recession Recession 28.0 26.7 25.2 23.1 22.3 21.3 20.9 20.5 1
Slide 12: OneSpaWorld Is a "Category of One"
ONESPAWORLD IS A “CATEGORY OF ONE” OneSpaWorld is the undisputed leader in maritime health & wellness services with 84% market share and unmatched global capabilities Others #2 Player 7% n Undisputed Global Leader for Over 50 Years 9% n ~10x Next Largest Competitor n Contracts with Almost Every Majo
Slide 13: Long-Term Partnerships with the Largest and Most Reputable Cruise Lines
LONG-TERM PARTNERSHIPS WITH THE LARGEST AND MOST REPUTABLE CRUISE LINES Long-Term C-Level Relationships Across OSW’s Entire Fleet 20+ ~95% 5 Cruise Line Ships on Relationship Total Ships OSW Ships YEARS AVERAGE HISTORICAL YEAR AVERAGE Banner Order CRUISE LINE CONTRACT CONTRACT RELATIONSHIP HISTORY R
Slide 14: Revenue Sharing Contracts Offer Compelling Value for OSW & Cruise Line Partners
REVENUE SHARING CONTRACTS OFFER COMPELLING VALUE FOR OSW & CRUISE LINE PARTNERS ALIKE ONBOARD SALE OF HEALTH AND WELLNESS PRODUCTS $ $ AND SERVICES Cruise Line Partners Responsibility Responsibility n D esign state-of-the-art facilities n Fund multi-million dollar buildout n Recruit, train and manag
Slide 15: Comprehensive Services and Curated Brands Sold to an Attractive Captive Audience
COMPREHENSIVE SERVICES AND CURATED BRANDS SOLD TO AN ATTRACTIVE CAPTIVE AUDIENCE Unmatched Service and Product Broad Offering of Cruise Passengers are Breadth Onboard Leading Brands an Attractive Demographic * * SPA & BEAUTY SERVICES $114,000 AVERAGE INCOME MEDI-SPA * FITNESS 49 84% YEARS OLD MARRIE
Slide 16: Global Cruise Operations Are Highly Complex
GLOBAL CRUISE OPERATIONS ARE HIGHLY COMPLEX… Global Passenger Cruise Routes WELCOMED 20M VISITED EMBARKED ON PASSENGERS AT OVER 1,175 7,875 161 GLOBAL PORTS PORTS OF VOYAGES OF CALL EMBARKATION In 2017, OneSpaWorld: MADE PLACED SENT STAFF ON OVER 2,165 16,408 7,800 MANAGEMENT VISITS PURCHASE ORDERS
Slide 17: OSW Has the Only Platform to Manage the Complexity
…OSW HAS THE ONLY PLATFORM WITH THE PROCESSES AND INFRASTRUCTURE NECESSARY TO MANAGE THE COMPLEXITY Back-End Platform & Know-How Front-End Platform & Know-How Global Recruiting, Training Yield and Revenue Management and Human Logistics Exceptional Pre- Through Product Supply Chain Post-Cruise Experi
Slide 18: Industry-Leading Global Recruiting and Training Platform
INDUSTRY-LEADING GLOBAL RECRUITING AND TRAINING PLATFORM Program Overview 2-6 Training in Modality of Expertise WEEKS ~$5M 56 3 Fitness Boot Camp Training WEEKS ANNUAL PLATFORM INVESTMENT STAFF 2 Management Training WEEKS 3,000 Professionals from All Over the World Global Training Platform 9 86 27 T
Slide 19: Turnkey Operator of Resort-Based Destination Spas Around the World
TURNKEY OPERATOR OF RESORT-BASED DESTINATION RESORT SPAS AROUND THE WORLD 66 Destination Resort Spas Globally-Renowned Proprietary Spa Brands 33 Locations Asia Traditional Balinese journey North America with emphasis on healing and relaxation 50 16 12 Locations Balinese themed spa, perfect for escap
Slide 20: Internally Developed Senior Management Team
INTERNALLY DEVELOPED SENIOR MANAGEMENT TEAM WITH SIGNIFICANT INDUSTRY EXPERIENCE OSW Exp. Industry Exp. Experience Leonard Fluxman n Served as President and CEO from 2001 to 2016 Executive Chairman n Served as President and COO from 1999 to 2000 and as COO and CFO from 1995 to 1998 24 31 n Joined St
Slide 21: Industry Overview
INDUSTRY OVERVIEW INDUSTRY OVERVIEW
Slide 22: Global Mega Trends Drive Robust Cruise Sector Growth
GLOBAL MEGA TRENDS DRIVE ROBUST CRUISE SECTOR GROWTH Multiple Mega Trends Drive Positive Outlook Robust Growth in Cruising Across All Geographies Global Cruise Capacity Growth: 2015 – 2022P CAGR ’15 – ’22P AGING GLOBAL POPULATIONS 35M RoW 6.0% 6.7% 9 Asia 17.3% CAGR PERSISTENT HEALTH & WELLNESS TREN
Slide 23: Global Trends Drive Increasing Interest in Health & Wellness
GLOBAL TRENDS DRIVE INCREASING INTEREST IN HEALTH & WELLNESS Global Wellness Trends Continue to Drive Spa Interest Over Half of All Cruisers Are Interested in Spas Global Spa Industry Sales ($BN) % of Cruisers 45% to 60% of cruisers are 40% - 55% 100% $104 interested or have participated in $98 spa/
Slide 24: Asia's Cruise Expansion Is a Generational Opportunity
ASIA’S CRUISE EXPANSION IS A GENERATIONAL OPPORTUNITY th Asia is the 4 Wave of Global Cruise Expansion Early Growth in Asia… Global Capacity Growth (M) Total Asian Capacity Growth (M) nd rd th 2 Wave 3 Wave 4 Wave 8.0 Europe Rest of World (ex. Asia) Asia th 4 Wave 7.0 1997 - 2001 2006 - 2010 2016 –
Slide 25: OneSpaWorld, At Sea. On Land.
ONESPAWORLD, AT SEA. ON LAND.
Slide 26: Dependable, Predictable Paths to Robust Growth with Upside
DEPENDABLE, PREDICTABLE PATHS TO ROBUST GROWTH WITH UPSIDE CORE VALUE DRIVERS UNTAPPED UPSIDE CAPTURE NEW SHIP GROW ONBOARD PIONEER ASIAN GROWTH REVENUE MARKET EXPANSION EXPAND RESORT SPA FOOTPRINT ~85% OF 2020 MARITIME REVENUES FROM CRUISE LINES IN OSW’S CURRENT CONTRACT PORTFOLIO INCREMENTAL GROWT
Slide 27: Over $4BN of New Capital Invested in New Cruise Ships Each Year
OVER $4BN OF NEW CAPITAL INVESTED IN NEW CRUISE SHIPS EACH YEAR 1 Global Capital Investment in Cruise Ships Since 2000 ($BN) $137 $133 $4 $126 $7 $11 $115 $10 $106 $10 $96 $10 $86 $9 $77 $71 $6 $65 $6 $61 $4 $57 $4 $54 $3 $49 $4 $46 $3 $39 $7 $34 $5 $29 $5 $24 $5 $21 $20 $3 $1 $16 $4 $13 $4 $9 $4 $4
Slide 28: Predictable New Ship Orderbook
PREDICTABLE NEW SHIP ORDERBOOK Global Cruise Orderbook History of On-Time Cruise Ship Builds 2,500+ Berth Ships Delivered On-Time as of 2-Year Forward Order Book Orderbook in Ships and Berths (000s) 2018 5 Berths Ordered <1,000 1,000 – 2,999 3,000+ Per Ship YTD 5 Delivered On-Time 5 2017 Long-Term 5
Slide 29: Dependable, Captive Audience of Highly Attractive Consumers
DEPENDABLE, CAPTIVE AUDIENCE OF HIGHLY ATTRACTIVE CONSUMERS Cruise Lines Consistently Fill Ships with Passengers Small Percentage of Passengers Needed to Drive Revenue Occupancy by Operator OSW Cruise Passenger Spa Participation Rate 110% 105% OSW ONLY NEEDS ~10% OF CRUISE AVERAGE CRUISE PASSENGERS
Slide 30: OneSpaWorld Existing Customer New Ship Pipeline: 2018-2023
ONESPAWORLD EXISTING CUSTOMER NEW SHIP PIPELINE: 2018 – 2023 Cruise Line Berths Market Azamara 690 Premium Norwegian Cruise Line 4,200 Contemporary 2018 Royal Caribbean 5,400 Contemporary Seabourn 604 Luxury 7 SHIPS Carnival 4,000 Contemporary 20,454 BERTHS Celebrity Cruises 2,900 Premium Holland Am
Slide 31: Exclusive Access to a Highly Attractive Global Channel
EXCLUSIVE ACCESS TO A HIGHLY ATTRACTIVE GLOBAL CHANNEL SERVICE & PRODUCT FLEET ROLLOUT CATEGORY CREATION INNOVATION Pain Management § Acupuncture § Electro Acupuncture § Cupping § Posture & Gait Analysis § Good Feet Arch Supports ~$50M § Physical Therapy Acupuncture 110 Vessels Annual § NormaTec Rec
Slide 32: Cruise Lines Are Increasingly Aligned with Us
CRUISE LINES ARE INCREASINGLY ALIGNED WITH US Cruise Lines Focus More and More on Onboard Spend... …And Increasingly Collaborate With OSW to Grow Revenue 1 Onboard Spend as % of Total Cruise Line Revenues HISTORICAL COLLABORATION 29.0% SPA BRANDING & DESIGN >$2 BILLION 24.2% SIGNAGE AND LIMITED MARK
Slide 33: Pioneering Growth in the Asian Market for the Next Decade-Plus
PIONEERING GROWTH IN THE ASIAN MARKET FOR THE NEXT DECADE-PLUS Chinese Household Wealth Continues to Increase China Is Underpenetrated Relative to the United States… Global Cruise Participation by Market % of Chinese Households by US$10,000-35,000 US$35,000-55,000 4.7% Annual Disposable Income US$55
Slide 34: OSW's Under-Exploited Resort Spa Platform Supports Significant Global Growth
OSW’S UNDER-EXPLOITED RESORT SPA PLATFORM SUPPORTS SIGNIFICANT GLOBAL GROWTH Attractive New Unit Economics Under-Exploited Relationships to Leverage Traditional Investment Model # of OSW Total Resorts in Resort Partner (1) Resort Spas* Portfolio Revenue ~$2 million (2) 5 646 (3) 3 716 4-Wall Margin
Slide 35: Financial Overview
FINANCIAL OVERVIEW FINANCIAL OVERVIEW
Slide 36: Strong, Visible and Consistent Revenue & EBITDA Growth
STRONG, VISIBLE AND CONSISTENT REVENUE & EBITDA GROWTH 1 Historical & Projected Revenue Historical & Projected EBITDA ($M, FYE Dec.) ($M, FYE Dec.) $668 $78 $573 $535 $507 $476 $62 $453 $56 $54 $51 $47 2015A 2016A 2017A 2018E 2019E 2020E 2015A 2016A 2017A 2018E 2019E 2020E Ship EBITDA 152 156 157 16
Slide 37: Exceptional Free Cash Flow Conversion
EXCEPTIONAL FREE CASH FLOW CONVERSION 1 Exceptional After-Tax Unlevered Free Cash Flow Provides Outsized Adj. Net Income Growth 3 Adj. Net Income ($M) ~$62M $49.3 2019E Adj. EBITDA $33.0 $126M ~90% Cumulative 2-Year Free Cash Flow $26.7 After-Tax Unlevered 2 Conversion Free Cash Flow (2019E-2020E) ~
Slide 38: Exceptionally Strong Cash Flows and De-Leveraging Profile
EXCEPTIONALLY STRONG CASH FLOWS AND DE-LEVERAGING PROFILE 1 Projected After-Tax Levered Free Cash Flow Projected Net Leverage 5.3x 4.4x $ 47.9 3.0x $ 27.3 $ 22.1 2018E 2019E 2020E Historical & Projected Capex ($M) 2015 2016 2017 2018E 2019E 2020E 2018E 2019E 2020E Maintenance Capex $1.3 $1.9 $1.1 $1
Slide 39: Superior After-Tax Free Cash Flow
SUPERIOR AFTER-TAX FREE CASH FLOW 1 After-Tax Unlevered Free Cash Flow Conversion 2 ~90% MINIMAL NEW SPA CAPEX 72% n Cruise lines fund nearly all 63% 62% 62% maritime spa buildout costs 51% ASSET-LITE MODEL n OneSpaWorld does not own 9% any of its maritime spas – all major maintenance requirements f
Slide 40: Transaction Details
TRANSACTION DETAILS TRANSACTION DETAILS
Slide 41: Transaction Overview
TRANSACTION OVERVIEW n 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 $717M in cash consideration and iss
Slide 42: Comparable Publicly Traded Companies Analysis - Operational Metrics
COMPARABLE PUBLICLY TRADED COMPANIES ANALYSIS – OPERATIONAL METRICS ($ in millions) Best-in-Class Service Operators Health & Wellness Asset-Light Leisure Health & Wellness Median: 9.8 % Best-in-Class Service Operators Median: 6.3 % Asset-Light Leisure Median: 4.6 % 12.5 % 11.8 % 12.2 % 10.7 % 9.8 %
Slide 43: Comparable Publicly Traded Companies Analysis - Valuation Metrics
COMPARABLE PUBLICLY TRADED COMPANIES ANALYSIS – VALUATION METRICS ($ in millions) Best-in-Class Service Operators Health & Wellness Asset-Light Leisure Asset-Light Leisure Median: 20.2 x Best-in-Class Service Operators Median: 27.9 x Health & Wellness Median: 34.8 x 46.6 x 48.6 x 35.0 x 39.1 x 31.3
Slide 44: Summary Financials
SUMMARY FINANCIALS Financial Overview For the Fiscal Year Ended December 31, $M 2015A 2016A 2017A 2018 2019 2020 Revenue 1 $ 403.0 $ 429.1 $ 462.6 $ 490.1 $ 529.0 $ 618.7 At Sea On Land $ 50.0 $ 47.2 $ 44.1 $ 45.1 $ 44.1 $ 49.7 Total Revenue $ 453.0 $ 476.3 $ 506.7 $ 535.2 $ 573.1 $ 668.4 EBIT $ 41.
Slide 45: Reconciliation to Adjusted EBITDA
RECONCILIATION TO ADJUSTED EBITDA Fiscal Year Ended December 31, $M 2015A 2016A 2017A 2018 2019 2020 Net Income $ 39.9 $ 36.5 $ 40.3 $ 26.1 $ 31.0 $ 49.0 (+) Other (Income) / Expense $(0.0) $ 0.2 $ 0.0 $ 0.0 $ 0.0 $ 0.0 (+) Interest (Income) / Expense¹ $ 0.0 $(0.3) $ 0.0 $ 20.9 $ 20.5 $ 18.7 (+) Cas