Tourism Holdings Limited logo

thl – Ord Minnett Leisure, Tourism & Gaming Presentation

Investor Presentation24 March 2022THLConsumer Discretionary

F Y 1 9
F U L L Y E A R R E S U L T S

P R E S E N T A T I O N

Tourism

Holdings

Limited

Ord MinnettLeisure, Tourism &

Gaming Conference

March 2022

Disclaimer
The contents of this presentation are confidential. This presentation is not to be shared with any other person

other than the direct recipient of the presentation, other than with the consent ofthl.

This presentation may contain forward-looking statements and projections. These reflect thl’s current expectations,

based on what it thinks are reasonable assumptions. The statements are based on information available to thl at the

date of this presentation and are not guarantees or predictions of future performance. For any number of reasons, the

future could be different and the assumptions on which the forward-looking statements and projections are based could

be wrong. thl gives no warranty or representation as to its future financial performance or any future matter. Except as

required by law or NZX listing rules, thl is not obliged to update this presentation after its release, even if things change

materially. Past performance information given in this presentation is given for illustrative purposes only and should not

be relied upon as an indication of futureperformance.

This presentation does not take into account any specific investors objectives and does not constitute financial or

investment advice. Investors are encouraged to make an independent assessment of thl. The information contained

in this presentation should be read in conjunction with thl’s latest financial statements, which are available at

www.thlonline.com.

2

thltoday
3

thl’s global footprint
1.Rental fleet sizes represent fleet sizes as at 30 June 2021. thl owns 49% of the Just Go operation in the UK

thl is the largest provider

of commercial RVs for rent

in Australia and New

Zealand, and the second

largest in North America.

NET DEBT AT YEAR-END
$49M

FY21 –Covid Impacted

5

TOTAL REVENUE

$359M

TOTAL FLEET AT YEAR-END

4,242

NETPROFITAFTERTAX(NPAT)

-$14.5M

TOTAL REVENUE

$423M

TOTAL FLEET AT YEAR-END

6,413

NETPROFITAFTERTAX(NPAT)

$29.8M

NET DEBT AT YEAR-END

$202M

FY19 –Pre Covid

All figures are in NZD unless stated otherwise.

We build–ActionManufacturingGroup
6

•thlacquired the remaining 50% interest in our joint venture Action Manufacturing in 2021 –now wholly owned.

•Through Action Manufacturing, we havethree manufacturing plants in New Zealand. thl also operatesone sub assembly plant in

Australia.

•We produce motorised RVs and specialist vehicles, including forSt John Ambulances, the New Zealand Police, the New Zealand

Defence Force and Queensland Ambulance Service.

•Human centred design is a key pillar of Action Manufacturing.

•In January, Action Manufacturing entered into an agreement to purchase the New Zealand business of MaxiTRANS, subject to

Commerce Commission approval. Action Manufacturing will continue to explore further opportunities for small bolt-on

acquisitions complementing its core competencies.

We rent
•Over 40 different rental

depots worldwide.

•A series of brands in New

Zealand, Australia and the

United States, servicing

different segments of the

market.

•A 49% shareholding in Just

go motorhome rentals in the

United Kingdom.

•Two peer-to-peer online RV

rental marketplaces in New

Zealand, Mighway and

ShareACamper.

1

1

thl has agreed to sell Mighway and ShareACamper

to Camplify Holdings Limited, subject to Commerce

Commission approval.

The El Monte RV branch in Santa Fe Springs,California

7

United States

Australasia

United KingdomPeer-to-peer

We sell
•Globally we sell over 2,000 new and ex-rental vehicles annually, from our own RVSC dealerships and a selection of third

party dealer partners.

•In New Zealand, we have an RV and camping retail accessory business operating in our RVSC stores and online, with over 5,000

products available in the online store.

•In New Zealand, we are expanding our RV servicing product to a broader customer base in our Auckland, Christchurch and

Queenstown branches.

8

Delivering tourism experiences
WeoperateanumberoficonicNew

Zealandbusinesses including Waitomo

GlowwormCaves, Ruakuri Caves, Aranui

Caves, The Legendary Black Water Rafting

Co. and the Waitomo Homestead. Kiwi

Experience is currently hibernated while

borders are closed

The spiral staircase

leading down to

the Ruakuri Caves,

Waitomo, New

Zealand

The award winning

Waitomo Glowworm

Caves Visitor Centre

and Conference

Venue at Waitomo,

New Zealand

9

Supported digitally
•We have developed and operate a bespoke booking and fleet management system, launched in New Zealand and

Australia, with a broader global roll out underway.

•We continue our journey with in vehicle technology and telematics products.

•We are a 60% joint venture partner in triptech, which operates across New Zealand and Australia, primarily through the

CamperMate travel app, and generates income through the sale of white label products, advertising subscriptions and

data aggregation and sales.

10

Our value is backed by realisable, in demand assets
11

155

156

160160

173

172

194

250

277

325

312

313

99

96

120

79

69

79

176

199

202

128

49

19

0

50

100

150

200

250

300

350

Balance sheet

Total equityNet debt

As at 31 December 2021, thlhad a statutory net tangible assets per share of $1.72

Our historical sales margins

indicate there is normally

approximately 10 –20% of

additional equity in thl’s fleet

above book value. This would

reflect an additional ~15 to ~30

cps of net tangible assets as at

31 December.

thlis currently achieving record

sales margins in all jurisdictions,

generally in excess of 30%,

potentially lifting the NTA

further.

Includes $227M of

fleet

Rebalancing to vehicle sales and managing debt in response to COVID-19
12

“This stock appears likely to

pull off the ultimate Houdini

Act of the NZ Capital Markets

by avoiding a dilutive equity

raise, if this is the case then

students of Finance may well

be using THL as a case study

for decades to come.”

Craigs Investment Partners Daily Sales Focus –26 June 2020

188

184

166

128

98

75

49

33

38

22

32

63

62

45

46

49

54

52

40

30

23

19

0

20

40

60

80

100

120

140

160

180

200

Net Debt (NZ$M)

thl leveraged its flexible business model to undertake record fleet sales in all three countries at strong margins,

avoiding the need for a dilutive equity raise

Illustrative only

thl has committed

funding of up to

$250M through to

2024

Focused on return on funds employed
13

4.5%

1.5%

6.5%

5.2%

8.6%

12.9%

15.1%

14.3%

15.3%

12.9%

0.0%

3.0%

6.0%

9.0%

12.0%

15.0%

18.0%

Group ROFE (pre-COVID)

1

•The business is heavily focused

on ROFE. A 14% ROFE is a proxy

for an above WACC return.

•Every vehicle purchase/capital

investment decision must satisfy

the requirement to provide an

appropriate ROFE.

•At its core, thlis an asset

management business and

therefore funds must be

appropriately allocated to the

assets that deliver the greatest

return, considering different

jurisdictions and market

segments.

thl has historically shown a strong focus on ROFE –a key factor in a capital intensive business

1.EBIT / Net Funds Employed. Includes the impact of Togo in FY18 and FY19

Proposed
merger with

Apollo Tourism

& Leisure

14

15
•Both thland Apollo operate a

Build/Buy, Rental and Sell

model

•RVs are built at each

company’s own manufacturing

facilities or purchased directly

from third-party

manufacturers or dealers

•Both operate multiple RV

rental brands across each of its

operational jurisdictions,

targeting specific segments of

the rental market

•Both own retail sales centres

and also sells vehicles through

a network of dealers

Build/Buy

New RVs for rental

operations and

retail sale

Rental

RVs in multiple countries

available for rent

Sell

Ex-rental and new

RVs through RV

retail centres and

dealers

Shared RV Business Model

JAPAN
FRANCHISEE OPERATIONS

Global RV Leader –Snapshot of Combined Group

16

1.Rental fleet sizes represent fleet sizes as at 30 June 2021

2.Europe & UK fleet excludes thl fleet from its 49% joint venture Just go

3.Combined Group Market Cap calculated as total thlshares outstanding of 151,963,759 plus thl shares issued to Apollo shareholders as consideration of 50,329,236 multiplied by thl’s close price of NZ$2.85 as at 9 December 2021. Combined Group Enterprise Value calculated as the Combined

Group Market Cap, plus Combined Group net debt of NZ$211m as at 31 October 2021 and excludes non-fleet IFRS 16 lease liabilities

4.FY21 Combined Group figures refer to pro forma consolidated balance sheet.

EUROPE & UK

RENTAL FLEET

1,2

~300

RV RENTALS

EX-RENTAL RV SALES

AUSTRALIA

RENTAL FLEET

1

~2,400

RV RENTALS

NEW AND EX-RENTAL RV SALES

RV MANUFACTURING

NEW ZEALAND

RENTAL FLEET

1

~2,200

RV RENTALS

NEW AND EX-RENTAL RV SALES

RV AND COMMERCIAL MANUFACTURING

TOURISM ATTRACTIONS & ACTIVITIES

USA & CANADA

RENTAL FLEET

1

~2,100

RV RENTALS

EX-RENTAL RV SALES

SOUTH AFRICA

FRANCHISEE OPERATIONS

NZ$577m

NZ$788m

NZ$1.0bn

NZ$445m

Market Cap

3

Enterprise Value

3

FY21 Total Assets

4

FY21 Net Assets

4

HighlightDescription
Synergy opportunity

•Significant anticipated cost-out synergies are expected to deliver a steady-state EBIT benefit of $17m

to $19m per annum, with expected one-off implementation costs to realisesynergies in the order of

$4m to $7m

•Fleet rationalisationexpected to generate in excess of $40m of net debt benefit

Enhanced ability to

navigate COVID

recovery

•Large portion of anticipated synergies are fixed in nature providing significant downside protection

against a slower than expected COVID recovery phase –synergies become proportionally larger

relative to the standalone earnings levels if the operating environment becomes more challenged

Asset acquisition

•The merger represents an opportunity for thlto significantly increase its fleet base at a lower cost

than through purchasing new RVs directly –made even more compelling against a constrained RV

supply chain through the COVID recovery phase

•This also allows a continuation of greater vehicle sales volumes in the current environment at higher

than historical margins (in part driven by current RV supply constraints)

Geographic

diversification

•Combined Group will benefit from greater business resilience through geographic diversification and

additional locations in the Northern Hemisphere

Canada

•Apollo’s Canadian business is expected to perform strongly as a standalone business (as it does

currently) –Canada is a market that has interested thl for some time

•Highly complementary to thl’s existing US business and creates a broader North American presence

Strategic Rationale

17

37%
25%

36%

2%

37%

28%

33%

2%

Combined Group

2

Revenue

composition by

business unit

Revenue

composition by

geography

EBIT

composition by

geography

(FY19 only)

3,4,5

22%

49%

28%

1%

59%

31%

10%

RV Rentals

RV Sales

Other revenue

43%

57%

57%

9%

31%

3%

51%

44%

5%

Illustrative Financial Impact of the Transaction

18

Note: the above metrics are based on combined, unadjusted, as reported financial metrics (i.e. thl+ Apollo = Combined Group)

1.thlrevenue and EBIT excludes earnings of joint ventures Just go and Togo Group (exited in 2020)

2.Combined Group metrics have been currency converted at an average exchange rate of 0.9383 and 0.9327 NZD / AUD in FY19 and FY21 respectively

34%

62%

4%

FY19

FY21

18%

81%

1%

27%

71%

2%

58%

8%

30%

4%

FY19

FY21

FY19

5

FY21

FY19

5

FY21

FY19

FY21

FY19

FY21

20%

45%

35%

Australia

New Zealand

North America

Europe & UK

18%

41%

41%

17%

64%

19%

Australia

New Zealand

North America

Europe & UK

31%

23%

44%

2%

FY19 revenue and earnings contribution reflects a pre-COVID operating environment, whilst FY21 includes actions taken specifically as a result of

the COVID environment

3.thlFY19 reported EBIT composition by geography excludes Group Support Services & Other of NZ$(6.0)m, Apollo FY19 underlying EBIT

composition by geography excludes elimination of inter-entity charges, interest charged on loans between segments and amortisationof

internally generated intangibles on acquisitions totallingNZ$(1.9)m

4.FY21 not shown as both businesses generated EBIT losses in FY21 as a result of the COVID impacted operating environment

5.Apollo FY19 financials include its US business. US fleet were sold in FY20 and the business put in hibernation

1

19
Combined Group Scale

The merger adds significant scale to the Combined Group from an earnings, balance sheet and fleet size perspective, assistingto

navigate an uncertain COVID-19 operating environment and capitaliseon the recovery

FY19 EBIT (NZ$)

1

FY19 and FY21 Rental Fleet Size (units)

FY19 and FY21 Rental Fleet Value (NZ$)FY19 and FY21 Equity Value (NZ$M)

1.FY21 EBIT not meaningful due to COVID-19 operating environment

356

152

401

274

$758M

$426M

FY19FY21

131

38

277

313

$408M

$351M

FY19FY21

39

68

$107M

FY19

~4,600

~2,700

~6,400

~4,200

~$11,400

~$7,200

FY19FY21

Expected cost-out recurring synergies
1

Indicative phasing of fixedsynergies

-

25%

50%

75%

100%

3Q221Q233Q231Q243Q241Q253Q25

% of fixed synergies realised

Significant value creation through synergy rationalisation

Largely fixed nature of synergies (1) enhances both businesses’ ability to best navigate the recovery and (2) means that significant value is expected to

be created regardless of the COVID recovery profile as the value of synergies comprises a relatively larger proportion of theearnings base of the

combined standalone businesses

20

1.Percentages based on mid point of synergy range

2.Steady-state refers to post COVID recovery period

•Material synergies are expected to arise in the

Combined Group due to recurring cost reduction

•These primarily relate to duplication of corporate

costs and procurement benefits

•Such synergies are expected to deliver a steady-state

2

EBIT uplift of $17m –$19m per annum

•The majority of the fixed cost synergies are expected

to be fully implemented by the end of FY23

•The phasing of variable cost synergies will depend on

the pace of COVID recovery

•Total one-off implementation costs are expected to

be $4m –$7m, with the majority of these to be

incurred by the end of FY23

1

$17m –$19m p.a.$18m –$20m p.a.

51%

49%

18%

20%

31%

30%

EBITCash

VariablePropertyDuplication of corporate costs

Fixed

69%

Fixed

70%

Current and steady statePotential upside
Significant value creation through synergy rationalisation

Largely fixed nature of synergies (1) enhances both businesses’ ability to best navigate the recovery and (2) means that significant value is expected to

be created regardless of the COVID recovery profile as the value of synergies comprises a relatively larger proportion of theearnings base of the

combined standalone businesses

21

Current fleet reduction:

Vehicles which can be extracted

from the Combined Group

immediately

One-off debt reduction:

Total cash flow impact of the

current and steady state fleet

reduction

Recurring savings including

net capex reduction:

Ongoing cashflow benefits of lower

net replacement capex resulting

from a smaller fleet base

Additional upside fleet

reduction:

Additional vehicles which can

potentially be extracted subject to

operational efficiency

improvements

2

Current + steady state

Potential upside

~300

vehicles

Steady state fleet reduction:

Additional vehicles which can be

extracted from the Combined Group

in a steady state environment

~600

vehicles

~$40m

1

Up to

~350

Vehicles,

or

~$30m

1

one-off debt

reduction

Not

quantified

•A significant fleet rationalisationopportunity of up to

~1,250 vehicles is expected due to the ability of the

Combined Group to service rental operations on a

smaller, more optimisedfleet base (i.e. enhanced

utilisation)

•This synergy comprises both:

‒A one-off reduction in net debt as fleet are

permanently removed; and

‒An ongoing reduction in annual replacement

fleet capex required due to smaller fleet size.

•The current state fleet reduction is expected to be

achieved by the start of FY23, with the steady state

fleet reduction dependent on COVID recovery

2

1.Debt reduction per vehicle differs between current and steady state and potential upside due to differences in age of vehicles, mix of vehicles and differences in changes to both purchases and sales

2.Total fleet size is expected to continue to grow over time as the post-COVID operating environment recovers. Additional upside fleet reduction is relative to steady state fleet size

Sophie Mitchell
Independent

Director

Board and Executive Management

The Combined Group will be governed by a transitional Board of 10 directors, comprising the existing thlboard as well as2 Independent

Directors from the Apollo Board, Grant Webster and Luke Trouchet as Executive Directors. This transitional Board is expected to be in

place until the 2022 Annual Meeting at which point a new Board consisting of no more than 8 directors will be appointed

22

Grant was appointed to the position of Chief Executive Officer of thlin December 2008. Grant is currently the

Deputy Chair of the TIA (Tourism Industry Aotearoa) Board, on the Government working group on responsible

camping, and was a co-Chair for the New Zealand Government’s Tourism Futures Taskforce in 2020. Grant joins

the Board as Managing Director

Grant Webster

CEO and Managing

Director

New additions to the thlBoard

Continuing Board members

Executive management

•The Combined Group’s Executive team

will include Grant Webster remaining in

the role of Chief Executive Officer, in

addition to joining the Board as

Managing Director

•Luke Trouchet will also be appointed to

the new role of Executive Director –

M&A and Global Transitions. In this

role, Luke will oversee a number of

business projects that are

contemplated over the coming years,

including transitional projects in

relation to chassis procurement,

manufacturing, dealerships and

technology solutions, as well as

exploration of global M&A

opportunities

•Nick Judd will be remaining in the role

of Chief Financial Officer of the

Combined Group

•The specific Executive structure of the

Combined Group, including how

duplicate Executive roles between ATL

and thlare to be addressed, are

currently under review. Once

determined, the remaining Executive

structure will be implemented following

a transitional period after completion

of the Scheme

Luke Trouchet has been a non-independent director of Apollo since September 2016. Luke was appointed as the

Chief Executive Officer and Managing Director of Apollo’s predecessor entities in 2001, and of Apollo in

September 2016 (when Apollo was incorporated). Since that time he has led the organisationthrough a strong

growth period, expanding internationally into NZ, USA, Canada, United Kingdom and Europe

Luke Trouchet

Non-Independent,

Executive Director

Sophie has been an independent director of Apollo since September 2016. She is a non-executive director of

Corporate Travel Management Limited, MorgansHoldings (Australia) Limited and is also a member of the

Queensland Advisory Board for AustralianSuper, a board member of the Australia Council for the Arts, and a

board member of Myer Family Investments Pty Ltd. Sophie is a former member of the Australian Takeovers Panel

Robert joined the Apollo Board as an independent director in January 2020. Rob is an experienced director with

current ASX roles including independent director and Chair of the Audit & Risk committee of Flight Centre Travel

Group Ltd and independent chairman of RightCrowdLimited. He is also Chairman of Goodman Private Wealth Ltd

and has several pro bono Board or Advisory Board roles with not-for-profit organisations

Robert Baker

Independent

Director

Rob Campbell

Chairman

Guorong Qian

Non-Independent Director

Rob Hamilton

Independent Director

Cathy Quinn

Independent Director

Debbie Birch

Independent Director

GráinneTroute

Independent Director

Key dates
23

Key eventIndicative date

Enter in Scheme Implementation Deed

10 December 2021

Release of Scheme Booklet

21 February 2022

Scheme Meeting

20 April 2022

Second Court Date

28 April 2022

Effective Date –lodgement by ATLof the binding Court orders approving the Scheme

29 April 2022

Implementation Date -Issue of Scheme Consideration to Scheme shareholders

10 May 2022

Admission of thlto the official list of ASX as a foreign exempt listing

11 May 2022

Commencement of trading of thlConsideration Shares on the NZX and ASX on a normal

settlement basis

11 May 2022

Note: All dates are indicativeonly and subject to change. The dates assume there are no delays or complications with respect to any of the court and regulatory approvals and are dependent on the timing of satisfaction

of the conditions precedent applicable to the transaction.

Our future
24

25
A Future-Fit Business is one which is expected to

contribute to a Future-Fit Society. A Future-Fit Society

protects the possibility that humans and other life will

flourish on Earth by being environmentally restorative,

socially just and economically inclusive.

Our intent is to become a Future-Fit Business.

•thlhadthefirstrentalfleetofelectric
RVsintheworld.

•Triallingelectricrepowerofvehicles.

•OngoingexplorationofEV,hydrogenand

biofueloptionsforourfleet.

•Travelrangeremainsthebiggestissue

preventinguptake,withcostalsobeing

prohibitive.

The Britz eVolve electric RV, New Zealand’s only fully electric recreationalvehicle,

manufactured by ActionManufacturing.

Considering our future fleet needs

26

A positive long-term outlook
We believe we are well positioned to succeed as international tourism

continues to return.

The RV category has grown globally throughout the pandemic

We have managing our variable operational cost base very effectively and reduced fixed

overheads

The proposed merger with Apollo is expected to provide the opportunity to realise

material cost synergies

We have the funds and capability to continue investing in a modern fleet

We are a business on a sustainable Future-Fit journey

Our value is underpinned by realisable tangible assets

Our balance sheet strength enables us to consider appropriate M&A opportunities

27

F Y 1 9
F U L L Y E A R R E S U L T S

P R E S E N T A T I O N

Thanks

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.