Greetings and welcome to XpresSpa Group Third Quarter 2021 earnings conference call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. I would now like to turn the conference over to Mr. Douglas Satzman for opening remarks.

This is James Berry, the Chief Financial Officer, and good afternoon. Thank you for joining us today and for your interest in XpresSpa Group. Before our CEO, Douglas Satzman, provides a business update and I briefly review third quarter 2021 financial results, I first need to advise you of the following. Comments made on today's call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current assumptions and opinions and involve a variety of known and unknown risks and uncertainties. Actual results may differ materially from those contained in or suggested by such forward-looking statements. Important factors that might cause such differences include those set forth from time to time in our SEC filings, including our report on Form 10-K for the year ended December 31, 2020, as well as our earnings release and Form 10-Q issued this afternoon, along with other current and periodic reports that we filed with the SEC. I would now like to turn the call over to Doug.

Thank you, James, and hello everyone. We appreciate you taking the time today to join us this afternoon. Let me begin by expressing my appreciation to both our institutional and retail shareholders and for their continued confidence in us and for their support as we execute our business plan. I know that I speak for the entire board and management team when I say that our interests are firmly aligned and that we're all working very hard every day to significantly enhance the value of our Company. With that in mind, let's now briefly discuss our extraordinary financial results. This was a record-breaking quarter for XpresSpa Group across both sales and profitability and I couldn't be prouder of our teams for getting us here. This is truly a remarkable achievement. We generated our highest quarterly top-line ever with consolidated revenues exceeding $26.8 million, including a $25.4 million contribution from XpresCheck and a $1.4 million contribution from our legacy XpresSpa business. We also achieved our first ever full quarter of profitability as measured by both net income and adjusted EBITDA. Net income came in at $5.6 million and adjusted EBITDA reached $8.7 million in Q3. In fact, based on the performance of this third quarter, XpresSpa Group has reached a record year-to-date consolidated revenue of $44.4 million with a year-to-date net income of $74,000, and a year-to-date adjusted EBITDA of $6.6 million. At the segment level, XpresCheck generated an operating profit of $12 million, or 47.4% of XpresCheck revenue, which demonstrates its incredibly strong profitability and margin. Our liquidity position also remained strong. Our cash balance has grown to $109.2 million, and we have had positive working capital of $96 million and under $6 million of debt. James will walk through all the financials in greater detail shortly, including a change in how we're recognizing revenue for XpresCheck. We believe this change will result in reporting that more clearly reflects the full COVID-19 testing economics in terms of patient volumes and part test charges. But first, I would like to discuss our three distinct brands and how they each contribute towards sustainable revenue streams to XpresSpa Group, as we work towards our goal of generating $500 million in annual revenue by 2025. Recall that on the onset of the pandemic in March 2020, we began our pivot from a Company with a singular operating concept, XpresSpa, to a leading global health and wellness holding Company that is now operating three distinct brands: XpresCheck, XpresSpa, and Treat. Our intention is for each to generate healthy unit level economics and operate adjacent to the others. But together, they will collectively leverage an efficient corporate structure, along with our relationships, and experience operating in global airports. With ambitious targets to reach in the next few years, we truly believe that we're just getting started and have a runway of meaningful growth ahead of us. This is particularly true for XpresCheck and Treat, which we believe have the potential each to contribute more than $200 million towards our long-term revenue goal of $500 million by 2025. Today, XpresCheck is the largest COVID testing Company in U.S. airports, currently operating 14 locations in 12 airports. This includes our recent conversion of a legacy XpresSpa in Hartsfield-Jackson Atlanta International Airport in concourse E, which opened in October. Looking ahead, we expect to add at least 4 to 6 XpresCheck locations in 2022. It is important to note that our first three XpresCheck locations cost more than $500,000 each to open. But since then, we have developed a modular setup that has cut the build-out cost in half, enabling a significantly faster payback. Currently, an XpresCheck location is averaging less than a 3-month payback period, which is truly amazing. While our initial concept launch was certainly very challenging, XpresCheck has since vastly surpassed all of our expectations, and we think it will remain a vital and necessary service going forward, even as vaccination rates rise. COVID-19 testing has become a standard requirement for international travel, similar to extended security measures that came about after 9-11. Even when vaccinated, often a negative COVID test prior to entry is still required. International travel represents a significant portion of our patient base as many countries outside the U.S. require PCR tests prior to arrival. We do not foresee this policy changing in the near future because even countries like Israel, which have a much higher vaccination rate than the U.S., do not want to expose their citizens or other countries to this additional risk. Of course, this is even more true for the rest of the world, where vaccination rates are lower than in the U.S. And it's important to remember that we've built the infrastructure in airports that can contest for other future infectious diseases that could arise and threaten border safety. Since our launch of XpresCheck in June 2020, XpresCheck has administered nearly 300,000 COVID tests. Specific to the third quarter, patient volume increased 23% to 113,000, compared to 92,000 in the second quarter. While increased airport traffic, particularly to international destinations, had significantly boosted our patient volumes since we launched XpresCheck, what has been driving our success in dollar terms is that the majority of our patients are choosing the rapid PCR test, which is priced at a substantially higher range of $200 to $250 per test, versus the $75 standard PCR test. This has dramatically elevated the margin profile of the business, and through the first nine months of the year, enabled us to generate $6 million in operating cash flow. Notably, we administered 789 rapid PCR tests per day during the third quarter, versus 402 in the second quarter, representing a 96% sequential increase. As a percentage of all COVID tests, rapid PCR tests accounted for 67% during the third quarter, and have grown to 77% in September. As we enter one of the seasonally busiest travel periods of the year, we would expect testing volumes to rise further before slowing down again early next year due to the resumption of more normal seasonal traveling patterns in Q1. Furthermore, the CDC has also revised its policy towards non-U.S. citizens this month, to allow for international tourists who are fully vaccinated to enter the U.S. with a negative COVID-19 test. While XpresCheck does not directly benefit from this additional incoming traffic into the U.S., we believe that we will benefit when these international tourists return home depending on their respective countries' COVID-19 testing requirements for re-entry. Also driving XpresCheck's success is our ability to form working relationships with major airlines and government agencies. We have arrangements with several airlines, such as United, Delta, and El Al, through which we provide COVID testing for passengers traveling to select locations. We have a contracted relationship with the Centers for Disease Control and Prevention, the CDC. As we first announced in August, we received approval for a $2 million contract with the CDC for bio-surveillance tracking at three major airports: JFK International Airport, Newark Liberty International Airport, and San Francisco International Airport. We were very pleased to have been granted this contract, as it demonstrates the confidence that they have placed in the XpresCheck brand. This is an 8-week program, aimed at identifying existing and new COVID variants, including the highly contagious Delta variant, that could start surfacing or resurfacing in the U.S. The pilot has shown positive results; so far during this pilot, we're seeing increasing numbers of participation and are testing multiple methods to maximize results. We also anticipate that this program may be expanded to monitor other countries or regions where we can see an uptick in COVID infections, for example, in the UK, Germany, Eastern Europe, and South Africa. The revenue recognition associated with this contract is based on certain milestones specified in this contract. In the three launches, only began in September, and as the three launches only began in September, we were not able to recognize any revenue during the third quarter related to this agreement. However, we should be able to recognize about 75% of revenue during our fourth quarter. Importantly, the CDC program can similarly be implemented for any incoming port beyond airports coming into this country. Upon the CDC's discretion, if this program eventually expands, we could see this as a potentially significant business line extension for XpresCheck with the foundation of this government contract already in place. Turning now to our legacy airport spa business, we are beginning to see early signs of encouragement with regards to the reopening of previously high-performing XpresSpa locations. In fact, we believe there is a path towards restoring segment profitability over time, which has led us to reopen additional select spas, with several more to come. However, looking forward, we expect XpresCheck and Treat to be our predominant businesses through 2025 and beyond. As discussed on our last conference call, by July 1, we reopened four top-performing XpresSpa locations in the U.S. with modified hours, while limiting our services to massage, manicure, and pedicure. These four locations operated throughout the third quarter, while two additional spas were opened by mid-September. Since the beginning of the fourth quarter, another four additional locations were reopened. As of today, there are currently 10 domestic XpresSpa Company operated locations and one U.S. franchise location. We're planning two additional XpresSpa openings before the end of the year. Internationally, there are six XpresSpa locations operating. These consist of three in Dubai International Airport, in the United Arab Emirates, and three in Schiphol Amsterdam Airport in the Netherlands. We are considering further expansion to other major global hubs in the future. Our domestic XpresSpa locations are operating approximately eight hours per day, during the busiest hours, compared to the 16 hours per day pre-pandemic. With sales volumes about 30% to 60% of pre-pandemic levels, we implemented a price increase in mid-October and are also planning to test some new touchless massage services and new retail items during the fourth quarter. Our operations team is continuing to review opportunities to find further efficiencies beyond operating during only the airport's busiest times. As vaccination rates increase, and airport traffic approaches pre-pandemic levels, especially during the holiday season, we see a return for some travel spa services at our airports. Of course, we'll continue evaluating each spa location monthly and reviewing learnings as the portfolio is reactivated. Now, let's discuss our new brand, Treat, a comprehensive travel, health, and wellness concept, providing access to integrated care services that can seamlessly fit into a health and wellness lifestyle. Empowering travelers to take a health-first approach to the journey ahead, Treat acts like a wellness concierge, providing medical care and wellness services to customers to return to travel. Treat wellness centers at airports will offer services such as testing, travel vaccines, anxiety care, emergency prescriptions, vitamin-IV therapies, as well as private virtual wellness services, including fitness, yoga, and guided meditation services. Treat wellness centers will also include a highly curated assortment of premium health and wellness items in their on-site retail collection. Through our analysis, we believe airport passengers typically have a dwell time of around 70 minutes between clearing security and boarding their flights. Right now, there are not many options inside the airport to occupy passengers during this dwell time, beyond eating and drinking, and shopping. We see a clear need and demand that can be filled in travel in a post-pandemic world. As we previously disclosed, we launched the treat.com website on June 1, 2021. The Treat mobile app was then launched on August 16, 2021. We have offered select premium memberships for targeted customers as we launched the initial app. With Treat membership, customers will receive one free annual rapid PCR test, valued at $250, an annual flu vaccine, and unlimited on-demand virtual care, to name a few benefits. We expect to launch Phase III in December when we open our first in-airport wellness center at JFK Terminal 4, followed by Phoenix Sky Harbor Airport in the first quarter of next year. We then intend to roll out Treat Wellness Centers across additional major U.S. Airports in 2022 and 2023 and beyond, sometimes leveraging our existing real estate, and other times securing new locations. Over the long term, we envision that Treat's digital products will provide more significant growth opportunities for revenue and profit than our airport real estate. The success of this revenue stream will be achieved through both subscription-based services that provide care and digital tools supporting travel, health, and wellness. As XpresSpa Group looks to the future in combination with our strong liquidity position and interest in growth, we are also considering accretive acquisitions and other strategic transactions to further broaden our service and retail offerings and to invest in new opportunities beyond this new evolving concept. So as you can see, we have a clear vision with a focus on elevating our brands, being nimble, and further expanding our services and products inside and outside the airports, to increase value for all XpresSpa shareholders. Importantly, we have built an extremely strong management team over the past year, which is already contributing to the outstanding results we're seeing today while laying the foundation for the long-term success of this developing global omni-channel Company. We believe that our portfolio of health and wellness brands will enable us to build and enhance shareholder value over the long term. With that, I'll turn it to James.

Thank you, Doug. I certainly share Doug's enthusiasm for our outstanding financial results and I'm pleased to be sharing them with you now in greater detail. Let me first explain a change to our accounting practice that enabled us to recognize revenue that more closely reflects our actual patient volumes and how much we're charging patients per test. Recall that we have entered into management services agreements with professional corporations that actually provide the healthcare services to the patients. These MSAs, which may be modified based upon certain conditions, define that we provide all of the non-licensed staff, equipment supplies, office space, and management services in return for a management fee. Accounting standards require that we assess these arrangements to determine if there exists a variable interest in a variable interest entity or VIE. These evaluations are complex and involve judgment. Effective July 1st, we determined that these PCs are VIEs because their equity holders have insufficient capital at risk, and we have a variable interest in them. Prior to that, our MSAs were commensurate with the expected patient traffic, and the associated billings of the PCs were not assessed as a VIE. Now, the contractual arrangements between us, the medical groups, and the nominated shareholders have been changed in a way that alters the characteristics or adequacy of the nominee shareholders' equity investment at risk and residual returns. This is because the nominee shareholders, notwithstanding their legal form of ownership of equity interests in the PCs, are not the primary economic beneficiaries. The primary beneficiary of the affiliated medical groups is the Company, as it meets both of the following criteria: it has the power to make decisions that most significantly affect the economic performance of the affiliated medical group and has the obligation to absorb losses. Given the change, we are able to recognize revenue for the third quarter of 2021 of $26.8 million, compared to $0.2 million in the third quarter of the prior year. The increase in revenue was primarily due to the recognition of and consolidation of revenue from 12 XpresCheck locations totaling $25.4 million. We also generated revenue from services and products of $1.4 million, related to the reopened XpresSpa locations. The cost of sales did increase to $13.7 million from $1.4 million in the prior year third quarter. The increase in cost was primarily due to the cost of sales incurred in XpresCheck, offset by the decrease in variable costs associated with the decline in XpresSpa revenues and decreases in occupancy costs, as a result of rent concessions received from the airports. General and administrative expenses were $5.2 million compared to $4.4 million for the year-ago comparable period. The increase was related primarily to start-up costs associated with XpresCheck, development of Treat, and additional legal fees related to the resolution of certain XpresSpa litigation matters, offset by reduced variable cost related to the closed XpresSpa locations and the realized benefits of cost-cutting initiatives instituted throughout 2019 and 2020, primarily in salaries, occupancy, and professional fees. We are proud to report that we realized operating profits in the quarter of $7.1 million, compared to an operating loss of $9.2 million in the prior year third quarter, primarily due to the higher revenue and recognized loss on revaluation of warrants and conversion options in 2020. We also are very proud to report net income attributable to common shareholders for the quarter of $5.6 million, compared to a net loss attributable to common shareholders of $6.1 million in the prior year third quarter. Finally, with respect to our GAAP financials, our liquidity remains strong, with cash and cash equivalents totaling $109.2 million as of September 30, 2021. Also during the third quarter of 2021, the Company repurchased 250,000 shares of its common stock outside of blackout periods. As of September 30, 2021, 14.75 million shares remained available under the 15 million share repurchase program announced on August 31, 2021. Management will continue to use its discretion outside of blackout periods in determining the conditions under which shares may be repurchased from time to time, if at all. We continue to believe that the stock price is undervalued and presents a good investment opportunity with tools like a share repurchase program. On a non-GAAP basis, adjusted EBITDA was $8.7 million compared to adjusted EBITDA loss of $5.1 million in the prior year third quarter. This represents an improvement of $13 million and is indicative of XpresCheck's profitability. We define adjusted EBITDA as earnings before interest, taxes, depreciation, amortization expense, and adjusted for stock-based compensation and impairment in disposal of assets. We do consider adjusted EBITDA to be an important indicator for the performance of our operating business, XpresCheck. In particular, we believe it's useful for analysts and investors to understand that adjusted EBITDA excludes certain transactions not related to our core cash or operating activities, which are primarily related to our XpresCheck wellness centers. We believe that excluding these transactions allows investors to meaningfully analyze the performance of our core cash operations. For further details, please refer to our annual report on Form 10-Q filed today. We also furnished in the earnings release some interesting metrics with respect to the growth in patients that we have tested over the past three quarters, along with the percentage that are opting for rapid PCR tests. Please review these at your convenience, but we think the takeaway here is that we are serving more and more patients and that more and more of those are choosing the more lucrative rapid PCR options. As it relates to guidance for 2021, we expect to generate about $60 million in revenue, and as Doug mentioned, we are also reiterating our long-term revenue target of $500 million by 2025.

Thank you. At this time, we'll be conducting a question-and-answer session. Michelle, you may now proceed with the questions.

Hi, Doug, the first question we have today is, with over a $100 million of cash on the Balance Sheet, you are in a great position to be repurchasing shares, but we're not very aggressive in Q3, can we expect more activity in Q4?

Yes, thanks for the question. The share amount repurchased in the third quarter is not a reflection of how aggressive we want to be. The repurchase program was officially documented and accounts opened just days prior to the official blackout period, which prevented any further buying until the blackout period ended. Based on our cash balances, current and prospective view of our overall businesses, and the current share price, I believe the Company’s shares are undervalued and can therefore create shareholder value by purchasing our own stock at a discount compared to our intrinsic value. So, expect more.

Thanks Doug. Given your enthusiasm for the CDC program, do you think it will be renewed? And then the second part to my question: when will you have indications from them with respect to the extension or expansion?

Well, first of all, we're very proud of the fact that we're working very closely with the CDC in developing and implementing the first national bio-surveillance program that we've ever had in U.S. airports. The pilot is going very well, we have proven that we can execute and implement this new CDC Program while incoming passenger participation is increasing each week. We believe that it may be extended to include a testing program for other countries or regions as flights come in. You can see the COVID cases upticking in some countries I mentioned, like the UK, Germany, Eastern Europe, even South Africa. But with that said, while we are working very closely with the CDC, it’s hard to say when this would be expanded and under what terms. We're having conversations, but there's nothing that is ready to announce.

Great. Thanks, Doug. Do you expect to be profitable on a consolidated basis from now on or will you be incurring losses in XpresSpa going forward? And will that limit the gains you’re making with XpresCheck?

Well, let me start by saying, we believe we've turned the corner with our first profitable quarter and year-to-date, we're marginally profitable. We believe we're in a position to continue expanding and finish the year profitably. Our success has come from a lot of hard work and focus by a highly talented and nimble management team who is equally focused on increasing revenue and managing costs in this very difficult environment. Now, regarding the second part of the question, while XpresCheck is currently the leader in airport COVID testing, we are determined to rebuild each business line to sustain itself and bring long-term shareholder value.

Okay. Thanks, Doug. If XpresChecks are so profitable, why do you discuss XpresSpa or Treat at all? Why not go into every airport that had a spa and just replace it with an XpresCheck?

Let me answer that first by saying XpresCheck is front and center and receiving full focus on further expansion, whether it’s through additional airport locations or through an expanded partnership with the CDC at a national level. XpresSpa and Treat are not distractions. In fact, our conversations with airports incorporate all three businesses. Today, not every airport wants COVID testing only, and we require their approval for converting any of our XpresSpa spaces. As I mentioned before, gaining new contracts is very difficult, which has allowed us to use our existing XpresSpa real estate portfolio and contracts to our advantage and it has enabled us to move as quickly as we have. But many XpresSpa locations aren't necessarily in the right part of the airport. Most are pre- or post-security, and frankly, some are just too small. So, the airports are focusing forward on the future of healthcare in airports, which is where Treat can fill a void by providing many more additional health and wellness services. With that said, XpresCheck receives significant focus in continuing to capture the growing demand and build this profitable line of business today.

Thanks, Doug. And when do you think we will begin to see some revenue from Treat?

Well, Treat is launching now. We talked about phases. Phase 1 was getting our website up. Phase 2 was launched in our app. Phase 3 is getting our first brick-and-mortar location, which is set to open next month. We'll see revenue begin to contribute in 2022. And as a reminder, as I've mentioned in the past, Treat is a mid-term play with long-term value creation. We're focused on XpresCheck today, but we see an open field to extend our health and wellness leadership position in travel, leading to a complementary business model that is more robust like Treat and offers multiple revenue channels, not just in the airport, but also outside the airport.

Thanks, Doug. Next question we have today is, can you talk about the opportunity with the CDC as you complete the $2 million pilot program? Is it going to be rolled out nationally now that the U.S. has opened their borders for travel?

Yes. Well, as the White House continues to take steps to open our borders, they are also responsible for keeping our country safe from further COVID threats as well as infectious diseases entering our country. You might have read a little while ago, there is a fear of Ebola potentially re-emerging. In the natural world, these things do come up. There is recognition that our country was not prepared for this last pandemic and this administration is trying to take preparations for future threats very seriously. XpresCheck is uniquely positioned as the largest and only testing service operating in most of the country's largest airports across multiple states. The CDC has identified our infrastructure and capabilities as a strategic tool to supply critical bio-surveillance across the country. So, we remain even more optimistic than ever that we can be a very useful tool in national bio-surveillance, at least in our airports today.

Thanks, Doug. And the next one: how big can this CDC contract be in terms of revenue to the Company?

Obviously, we don't know how large this program can become, but you can do the math. You can see that any expanded program could become significant in revenue. Currently, we're engaged in a $2 million 8-week program that is focused on three airports testing flights from one country, India. If we're to expand the program into additional airports, to add other countries for extended time or even years, you can see how this can multiply.

Great. Thanks, Doug. Does the U.S. reopening international travel help, as the number of passengers flying home would increase substantially, and could be required to test before entering their home country?

Absolutely. We've been waiting for this. The reopening of our country to fully vaccinated international tourists will not only help our economy but should also create a boost in demand for testing when traveling back to various countries. We have ensured that we have secured an ample supply chain of our Rapid PCR Tests, as this has proven to be our highest value product and one of our differentiators from many testing centers outside of airports. So we are prepared and anticipating even more activity.

Thank you. How sustainable do you view the testing business now that vaccines are rolled out and case numbers are coming down?

Well, interestingly, we've seen our testing numbers go up while vaccination rates increase and case numbers decrease. With the resurgence of variants as well as breakthrough vaccine cases, most countries require a negative test prior to entry. Similar to our relationship with El Al, we're having discussions with other countries' airlines to test passengers prior to flying to those countries. I can’t share yet, but there is even a movement with some in Congress here in our country to require a negative test prior to boarding domestic flights in the U.S. We do not know how this will play out, but I believe testing will be around for the foreseeable future and some type of bio-surveillance program will be implemented for the long term, which XpresCheck is uniquely positioned to play a major role.

Great. Thanks, Doug. And my final question, given your market cap is entirely made up of cash, have you thought about anything outside of the buybacks to create shareholder value for the business that you have? Is it possible to spin out one of the businesses to unlock value?

Well, while the market has placed little value on our operating businesses, or even the future of those businesses, we're anticipating the market cap should improve from today's reported results. However, in any case, we're considering many options in the future. In the unplanned expansion and relevance of COVID and other future infectious disease testing across travel may present significant opportunities to create additional shareholder value in 2022 and beyond. As this management team and board has demonstrated the ability to be agile and opportunistic in this uncertain and fast-changing environment, I would not rule out any options to unlock value, including potential spin-offs.

I have no further questions today, Doug.

Well then, thank you to those who submitted questions. Thank you, Michelle, for sorting through; I know a lot of them can be similar. But as we end, I want to thank and recognize our shareholders who have been very supportive as we have grown this business. I was very excited to share the results from Q3 and I was brought on 2, 2.5 years ago to turn around this business and revamp the management team and it's great to see the product and the fruits of all that labor, especially dealing with the pandemic. Hats off to the team for again, remaining opportunistic, agile, yet still building a mid and long-term strategy that's going to go much further than just being opportunistic during the pandemic. Thank you and I look forward to sharing more results in the future as we continue down this track. Thank you. Have a great day.

Thank you.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. And thank you for your participation and have a great day.