thl – Ord Minnett Leisure, Tourism & Gaming Presentation
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
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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.
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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
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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.
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Our value is backed by realisable, in demand assets
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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 $227M of
fleet
Rebalancing to vehicle sales and managing debt in response to COVID-19
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“This stock appears likely to
pull off the ultimate Houdini
Act of the NZ Capital Markets
by avoiding a dilutive equity
raise, if this is the case then
students of Finance may well
be using THL as a case study
for decades to come.”
Craigs Investment Partners Daily Sales Focus –26 June 2020
188
184
166
128
98
75
49
33
38
22
32
63
62
45
46
49
54
52
40
30
23
19
0
20
40
60
80
100
120
140
160
180
200
Net Debt (NZ$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
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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
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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
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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
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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
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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
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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.