Hydrafacial SPAC Presentation Deck

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#1hydrafacial vesper Investor Presentation December 2020#2DISCLAIMER This presentation has been prepared by the HydraFacial Company and its affiliates (collectively, the "Company") and Vesper Healthcare Acquisition Corp. ("Vesper Healthcare") in connection with a proposed business combination involving the Company as further described herein (the "Transaction"). This presentation has been prepared to assist interested parties in making their own evaluation with respect to the proposed Transaction and for no other purpose. This presentation is for informational purposes only and does not constitute an offer or invitation for the sale or purchase of the securities, assets or business described herein or a commitment of the Company with respect to any of the foregoing, and this presentation shall not form the basis of any contract. This presentation contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange act of 1934, as amended. These statements may be made directly in this presentation. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words "anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates," "targets," "projects," "should," "could," "would," "may," "will," "forecast" and other similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon management estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company as of the date of this presentation, and may include, without limitation, changes in general economic conditions as a result of COVID-19, all of which are accordingly subject to change. Any such estimates, assumptions, expectations, forecasts, views or opinions set forth in this presentation constitute the Company's judgments and should be regarded as indicative, preliminary and for illustrative purposes only. The forward-looking statements and projections contained in this presentation are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause the Company's actual results, performance or financial condition to be materially different from the expectations of future results, performance of financial condition. Although such forward-looking statements have been made in good faith and are based on assumptions we believe to be reasonable, there is no assurance that the expected results will be achieved. The Company's actual results may differ materially from the results discussed in forward- looking statements. In addition, the Company's analyses contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the Company or any other entity. Further, this presentation does not purport to contain all information that may be required or relevant to an evaluation of the Transaction. You will be responsible for conducting the investigations and analyses that you deem appropriate and for seeking independent counsel from your advisors in connection with the Transaction. The Company reserves the right to amend or replace this presentation at any time but none of the Company, its subsidiaries, affiliates, legal advisors or financial advisors shall have any obligation to update or supplement any content set forth in this presentation or otherwise provide any additional information in connection with the Transaction should circumstances, management's estimates or opinions change or any information provided in this presentation become inaccurate. The historical financial data included in this presentation is subject to audit completion. In addition, this presentation includes references to non-GAAP financial measures as defined by SEC Regulation G, including but not limited to Gross Margin, Adjusted Gross Margin and Adjusted EBITDA. We believe non-GAAP disclosures enable investors to better understand the Company's core operating performance. Such non-GAAP measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. Please see the reconciliation on slide 43. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Certain financial information and projections contained in this presentation are in draft form and based on internal financial reports as of November 11, 2020. These figures may not include all adjustments required by GAAP under PCAOB standards. Neither the Company nor any of its directors, officers, employees, advisors, representatives or agents makes any representation or warranty of any kind, express or implied, as to the value that may be realized in connection with the Transaction, the legal, regulatory, tax, financial, accounting or other effects of a Transaction or the accuracy or completeness of the information contained in this presentation, and none of them shall have any liability based on or arising from, in whole or in part, any information contained in, or omitted from, this presentation or for any other written or oral communication transmitted to any person or entity in the course of its evaluation of the Transaction. This presentation contains information derived from third party sources, including research, surveys or studies conducted by third parties, information provided by customers and/or industry or general publications. While we believe that such third party information is reliable, we have not independently verified, and make no representation as to the accuracy of, such third party information. This presentation contains financial forecasts. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Important Information about the Transaction and Where to Find It Vesper Healthcare intends to file with the SEC a preliminary proxy statement of Vesper Healthcare in connection with the proposed Transaction and will mail a definitive proxy statement and other relevant documents to its stockholders. This presentation does not contain all the information that should be considered concerning the proposed Transaction and the other matters to be voted upon at the special meeting and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. Vesper Healthcare's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with Vesper Healthcare's solicitation of proxies the special meeting to be held to approve proposed Transaction and other related matters, as these materials will contain important information about Company and Vesper Healthcare and the proposed Transaction. The definitive proxy statement will be mailed to the stockholders of Vesper Healthcare as of a record date to be established for voting on the proposed Transaction and the other matters to be voted upon at the special meeting. Such stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's website at http://www.sec.gov, or by directing a request to: Vesper Healthcare Acquisition Corp., 1819 West Avenue, Bay 2, Miami Beach, FL 33139 Participants in the Solicitation Vesper Healthcare and its directors and officers may be deemed participants in the solicitation of proxies of Vesper Healthcare stockholders in connection with the proposed Transaction. Vesper Healthcare stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Vesper Healthcare in its final prospectus for its initial public offering, which was filed with the SEC on September 30, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Vesper Healthcare stockholders in connection with the proposed Transaction will be set forth in the proxy statement for the Transaction when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed Transaction and the other matters to be voted upon at the special meeting will be included in the proxy statement that Vesper Healthcare intends to file with the SEC. 2#3VESPER INVESTMENT THESIS: HYDRAFACIAL SATISFIES ALL KEY OBJECTIVES vesper Investment Criteria Has a leading position in an attractive and growing industry Possesses scientific/brand differentiation, offers competitive advantages, and can benefit from additional capital and our experience Ideal platform company to build a leading aesthetics technology company focused on estheticians and nurse practitioners Exhibits significant long-term growth prospects and growth drivers Partner with established management teams to achieve long-term strategic and operational excellence Cash pay/no reimbursement risk Platform for further acquisitions Global commercial infrastructure in place with profitability Offers the potential for an attractive risk-adjusted return for our stockholders Can benefit from being, and is prepared to be, a publicly owned company hydrafacial 3#4VESPER & HYDRAFACIAL MANAGEMENT BRENT SAUNDERS Co-Founder of Vesper Experience: 25 Years Allergan BAUSCH + LOMB CLINT CARNELL Chief Executive Officer Experience: 25 Years ● ● ● Over 25 years of experience in various aspects of healthcare Extensive M&A experience with over 80 strategic transactions completed Most recently Chairman, President and CEO of Allergan Will be Executive Chairman after business combination, and lead company strategy M Actavis Forest Laboratories, Inc. Schering-Plough SOLTAMEDICAL BAUSCH + LOMB Over 25 years of experience CEO of HydraFacial since December 2016 Previously founded and later successfully sold Charleston Renal Care to DaVita Previous Head of Surgical for Bausch + Lomb, and was COO of Solta Medical with Thermage, Fraxel and Clear + Brilliant Brands pwe ORANGETWIST Your Treatment Shop GAMBRO. DR. MANISHA NARASIMHAN Co-founder of Vesper Experience: 15 Years Allergan PiperJaffray MODA LIYUAN WOO Chief Financial Officer Experience: 23 Years ● ● ● • • ● Over 15 years of experience working with leading pharmaceutical and biotechnology companies Most recently SVP of Strategic Initiatives, Portfolio Innovation and IR at Allergan (Ranked #1 by Institutional Investor for Best IR Professional, Best IR Team, and Best IR Program in the pharmaceuticals sector in 2020) Will be CSO and oversee strategy and M&A REGENERON Campbell Alliance [ INVENTIV HEALTH CONSULTING /Canaccord Genuity cg% Deloitte. NYU Over 20 years of experience Recently joined HydraFacial in September 2020 Prior to joining HydraFacial, was the COO and CFO of The VOID, a virtual reality entertainment company Served as CFO for a number of companies such as SharkNinja, Gymboree, and bebe B Shark |NINJA bebe GYMBOREE 4#5THE HYDRAFACIAL SIGNATURE TREATMENT $200 Average cost 30 Minute treatment Monthly 3 Core Recommended frequency Serums 15 Boosters of which 8 are partner boosters 1 CLEANSE BASE TIP UPGRADES Vortex cleaning and hydra peel exfoliation cleanses the skin and exfoliates the outermost layer, removing dead skin cells Allows skin to reflect more light, inciting the "glow" 3 HYDRATE ● VORTEX FUSION TIP Delivers Hyaluronic Acid, Peptides and other pro-antioxidant formulas into the skin Detoxifies and rejuvenates, creating healthy skin structure and function 2 EXTRACT EXTRACTION TIP Non-irritant acid peel comprised of salicylic and glycolic acid loosens up pore debris and dirt Extraction utilizes strong vacuum suction to remove blackheads and other impurities from the skin 4 BOOST TA) DERMABUILDER hydrafac FAZE BOOSTERS Boosters are made to address specific skin concerns such as acne, hyperpigmentation, dry skin and wrinkles HydraFacial has a number of proprietary boosters as well as partner boosters 5#6GAME CHANGING BRAND REDEFINING BEAUTY HEALTH RESULTS SIMILAR TO A PROFESSIONAL MEDICAL TREATMENT AND THE EXPERIENCE OF A CONSUMER BRAND SKIN CORRECTION Medical delivery technology-focused Lasers, Ultrasound, Fillers, Toxins SKIN CARE Daily, over-the-counter skin care Serums, Creams, Lotions, Supplements BEAUTY HEALTH hydrafacial Highly effective, non-invasive and approachable treatment Bridging professional and retail skin care markets CO#7CONSUMERS INCREASINGLY WILLING TO SPEND ON HIGH END BEAUTY HEALTH ARE GROWTH IN SKINCARE INDUSTRY DRIVEN BY PREMIUM MARKET AND EMPHASIS ON SKINCARE, RATHER THAN COSMETICS Source: Vogue Business; Industry interviews. MILLENNIALS AGING INTO CATEGORY ● ● As millennials age, they are taking skincare more seriously and shifting spend to invest in premium treatments $ GROWTH IN DISPOSABLE INCOME Prefer to spend on experiences over products ● As U.S. economy grows, consumers have more disposable income to spend on premium products GROWTH IN MULTI-BRAND AND ONLINE RETAILERS Multi-brand retailers (i.e. Sephora) and digital native brands captivating consumer and pushing innovation INFLUENCERS AND SOCIAL MEDIA DRIVING PURCHASE DECISIONS Online demos, which originally gained popularity in cosmetics, are becoming increasingly influential in skincare Skincare increasingly valued in age of selfies/social media 3 SHIFT IN SPEND FROM MAKEUP TO SKINCARE ● Shift to treating underlying skin vs. using product to cover it up CONSUMERS SHOPPING ACROSS MASS AND PREMIUM Consumers willing to shop across mass and premium in order to allocate more money towards trending categories/products 7#848% 2019 YoY Sales growth 38% 2019 YoY Adjusted EBITDA growth $167M Sales 2019 $41M Adjusted EBITDA 2019 Source: Third party research 2019; reflects pre-COVID conditions. Note: The above financial statements and projections are in draft form and based on internal financial reports as of November 12, 2020. These figures may not include all adjustments required by GAAP under PCAOB standards. The above figures include non-GAAP financial measures, including but not limited to Gross Margin, Adjusted Gross Margin and Adjusted EBITDA. Please see the corresponding reconciliation on slide 43 of this Presentation. (1) Excludes Shipping / Other Revenue. Based on 2019A. 30 MIN, 3 STEPS TO CREATE LOYALTY AND DRIVE LIFETIME VALUE: CLEANSE EXTRACT HYDRATE POWERFUL COMMUNITY ESTHETICIAN CONSUMER 38 Patents 18 pending patents 51% 2019 Consumables (1) 49% 2019 Delivery Systems (¹) 40 NPS Score among consumer (Higher than Botox) 80 NPS Score among estheticians 99% "Worth It" rating on RealSelf 8#9Master Plan 3 Find the consumers and build a direct relationship. 1 Sell a lot of products and use that money to... 4 Leverage technology to connect them wherever, whenever & forever. 2 Invest in our skincare providers and use that relationship to... 5 Build the ultimate flywheel of influence! 9#10BUSINESS OVERVIEW hydrafacial COMPANY ● 10#11HYDRAFACIAL NPS RANKS HIGHEST ACROSS BRANDED AESTHETICS AND MEDTECH PEERS NPS N 40 40 38 1,007 38 25 220 25 22 174 22 20 343 20 19 169 19 17 150 17 385 17 HydraFacial Botox CoolSculpt Lancôme Juvederm Clear + Estée Dermal Clinique Philosophy Origins Brilliant Lauder Infusion Source: Third party research July 2019; reflects pre-COVID conditions. Note: NPS = Net Promoter Score as of 2019; Other brands listed are top 5 treatment and top 5 skincare brands used by HydraFacial users; N = Number of responses. 17 14 151 14 7 457 7 2 190 2 207 11#12THE HYDRAFACIAL DELIVERY SYSTEMS AT A GLANCE 49% of Sales(1) OF SALIE ● ! bedard Developed in house using proprietary technology Delivery systems have an average life of 7 years 3.2M treatments performed annually (2) 12% of practices/offices have more than 2 systems NEXT GENERATION SYSTEM: HUB OF ALL EXPERIENCES KERAVIVE SYSTEM hydrafacial keravive. PERK AT SEPHORA Source: Third party research 2019; reflects pre-COVID conditions. Based on 2019A. Excludes Shipping / Other Revenue and Healthy Scalp. 2 Based on 2019A and includes Perk. Note: Units sold is based on 2019A. The above financial statements are in draft form and based on internal financial reports as of November 12, 2020. These figures may not include all adjustments required by GAAP under PCAOB standards. The above figures include non-GAAP financial measures, including but not limited to Gross Margin, Adjusted Gross Margin and Adjusted EBITDA. Please see the corresponding reconciliation on slide 43 of this Presentation. CONSUMABLES AT A GLANCE 51% of Sales(1) • Serums flow through the delivery systems during a treatment, with a new set used with each system ● A new tip is used for each step within the HydraFacial treatment The systems allow for the option to customize treatments using different boosters SIGNATURE Core Serums 1.0M Units Sold HYDRAFACIAL BOOSTERS 55k Units Sold ANTIOX ledatiral ! ACTIV-4 odalar HYDRAFACIAL CTOF DERMABUILDER HYDRAFACIAL CTGF DERMABUILDER •Sp BETA-HO CLEAR dal 1 ANTIOX-6 Isdedral BRITENOL BRITENOL™ TIPS 8.8M Units Sold PARTNER BOOSTERS 21k Units Sold INIC 0 Indrafacial 12#13LEADING PRESENCE AROUND THE GLOBE (O Loved in 87 Countries Worldwide 15.000+ Delivery Systems 13#1420 INVESTMENT HIGHLIGHTS hydrafacial COMPANY 14#15MULTI- DIMENSIONAL GROWTH OPPORTUNITIES ● ● PILLARS OF GROWTH Significant white space opportunity to grow units and consumables across geographies Brand and product extensions Technology driven product and category expansion MASSIVE OPPORTUNITY BOTH IN AND OUTSIDE THE US U.S. 20-25% EUROPE 15-20% ASIA 45-50% REST OF WORLD 10-15% Global Market Size Source: Euromonitor research 2020. Note: TAM calculations consist of Skincare, Personal Care and Haircare markets. $50-60B $150-200B FLYWHEEL OF INFLUENCE DRIVING A MASSIVE GLOBAL OPPORTUNITY 15#16PARTICIPATING IN TWO HIGH-GROWTH CATEGORIES WITHIN PERSONAL CARE SPA SERVICES GROWING ACROSS ALL TYPES OF TREATMENTS, PARTICULARLY IN FACIALS Source: Euromonitor 2020 and 2019. Note: Statistics for Global skincare & haircare reflect post- COVID conditions while all other data is from pre-COVID reports. 11.1% expected growth in U.S. medical spa services (2017-2025) GLOBAL SKINCARE & HAIRCARE SALES ($B) 2% CAGR $201 $77 $124 2016 $0.8 $206 $77 $129 2016 2017 $0.9 $212 $77 $135 2017 2018 13% CAGR $1.0 2018 $218 $78 $1.2 $140 6.4% expected growth in U.S. spa facilities (2017-2022) 2019 U.S. MED SPA FACIAL TREATMENT SALES ($B) $217 $78 $140 $1.3 2020 $227 $78 $149 ■Skincare Hair Care $1.5 2021 $1.6 14.0% expected growth in U.S. skin care specialists (2016-2026) 4% CAGR $235 $79 $155 2022 11% CAGR $1.8 $243 $80 $162 2023 $2.1 2019E 2020E 2021E 2022E 2023E 2024E $251 $82 $169 2024 $2.3 2025E 16#17FAVORABLE MARKET SHIFTS BENEFITING THE HYDRAFACIAL BUSINESS MODEL SKIN HEALTH HYDRAFACIAL IS AN AND COMPANY NOT AN OR COMPANY EXPANDING DEMOGRAPHICS SIGNIFICANT OPPORTUNITY ACROSS CHANNELS Source: Third Party Research 2019; reflecting pre-COVID conditions. Today's consumers are seeking approachable and effective skin health solutions that bridge the gap between OTC and invasive options Facial consumers are more diverse across genders and are younger than ever before, offering a significant market opportunity Consumers seek an experience across all channels of service NON- INVASIVE 27% 95% of HydraFacial customers use other treatments in a year 32% Medical Light Basic grade therapy facial skincare ACROSS GENERATIONS M Over 30% of customers at beauty retailers (Ulta, Sephora, etc.) are under 24 68% Spa Service Market Regular and $$ 43% 27% 41% 30% Micro Micro- Chemical Lasers Injectables Non- derma- needling peels brasion Providers predict ~2x growth in male mix of total facial patients 32% 24% Aesthetics Market Occasional and $$$ 13% EXPANDING THE CATEGORY WHILE STILL BEING THE TREATMENT OF CHOICE FOR 45+ FEMALES ACROSS GENDERS ACROSS OTHER TREATMENTS Plastic surgical surgery face lifts -AM-0 INVASIVE 20% of HydraFacial consumers receive 6+ other skincare treatments Beauty Retail Market Often and $ 17#18CREDIBLE NEAR-TERM PATH TO 12% OF U.S. POPULATION FACE SUPERS ~2% of total U.S. Adult Population ~8 'facials' per year $100 per month skincare (¹) 30 min per day face regimen Very strong Significant motivations 'life quests' USED HYDRAFACIAL 25% Received HydraFacial in past 12 months Source: Third Party Research 2019; reflects pre-COVID conditions. (1) Per month spend does not include HydraFacial treatments. FACE REGULARS ~4% of total U.S. Adult Population ~5 'facials' per year Strong motivations $50 per month skincare 30 min per day face regimen Significant 'life quests' USED HYDRAFACIAL 7% Received HydraFacial in the past 12 months FACE CASUALS ~6% of total U.S. Adult Population ~1 'facials' per year $20 per month skincare¹) Moderate motivations 15 min per day face regimen Moderate 'life quests' USED HYDRAFACIAL 1% Received HydraFacial in the past 12 months 18#19POWERFUL FLYWHEEL DRIVES COMPETITIVE POSITIONING E GROWING DELIVERY SYSTEMS D FAVORABLE SPA/CLINIC ECONOMICS A DIFFERENTIATED OFFERING hydrafacial COMPANY. C PASSIONATE ESTHETICIANS Source: Third party research 2019, reflecting Pre-COVID conditions. NPS as of 2019. B ENGAGED CONSUMERS A Differentiated offering to build brand B Strong base of engaged consumers to fuel growth 50-60% Millennials (vs. ~40% of facial users), a highly-engaged demo 15% of users get 4+ HydraFacial treatments in a given year Industry-leading 40 NPS (vs. 5-15 NPS for other skincare brands) Technologically advanced offering with high consumer and provider engagement Customization/Personalization to skin concern C Passionate esthetician community to recommend HydraFacial D E Avid social discussion; 5x more esthetician posts than competitors estheticians actively recommending (80 NPS; 45% of users learned about HydraFacial from their provider) estheticians make ~20% more than from a traditional facial Favorable spa/clinic economics to increase HydraFacial share Payback of delivery system in ~5 months Growing installed base to fund new investments As HydraFacial grows, investing in training to build esthetician loyalty Investing in targeted S&M investments to create deeply loved brand and R&D efforts to improve offering/create innovative products 19#20UNIQUE BUSINESS MODEL FOCUSED ON THE ESTHETICIAN SIMPLE & EFFICIENT CALL POINT - ESTHETICIAN WHAT'S IMPORTANT TO THE ESTHETICIAN VALUE IN THE ESTHETICIAN MODEL AESTHETICS ADVANCED DERMATOLOGY and Cosmetic Surgery MARINA PLASTIC SURGERY Training & Continued Education 1 Crnichfield Dermatology" Skin & MediSp IDEAL IMAGE SPA SERVICES BELLA SANTÉ EQUINOX DAY SPA MED SPA RELATIONSHIP HOLDER FOUR SEASONS Access to Latest Technology & Products LIFE TIME HEALTHY WAY OF LIFE THE RITZ-CARLTON® 2 ORANGETWIST Your Treatment Shop Loyal & Satisfied Returning Customers EDUCATOR BEAUTY RETAIL SEPHORA Marketing Capabilities 3 INFLUENCER 20#21PROVIDER & ESTHETICIAN EDUCATION On Demand, Quick Hits & Virtual CONNECT Profernal Level Podcast CO.30SKARP Expert Hours 7 sessions year to date, avg >100 per session Business building Webinars Treatment Webinars *HFX best measure of success because of baseline of purchases & and few other influencers of behavior Experience Center & Other Live Training SPROUT: all about the scalp; launching a new service Since Feb 2020; Acct/Attendee: 42/48 JOURNEY: exploring skin beyond the face Since Jan 2020; Acct/Attendee: 29/35 HFX*: 2-day HF Experience Since April 2018; Acct/Attendee: 712/1,026 Consumables up 25-33% & $2M systems sold JUMPSTART: fresh start for Blue Circles Since Mar 2019; Acct/Attendee:178/237 Consumables up 11% BOOST: business building workshop close to home Since June 2018; Acct/Attendee: 1,000/1,680 hydrafacial CONNECT Goal to be the world's largest educator and deployer of estheticians PROFESSIONAL General Aesthetic Principles • The HydraFacial Experience & Safety • Skin Care Ingredients I • Business Building Basics Marketing & Social Media • Client Experience & Consultation • Tx Planning / Combo Tx HydraFacial Keravive • Skin Care Ingredients II Networking • Advanced Marketing & Social Media Selling Skills . EXPERT Program Rev. Opportunity $2500 x 500 $1.2M MASTER • HydraFacial Guest Trainer • Social Media & Marketing Expert CONNECT Mentor Master Class Guests Staffing $6000 per Placement $6000 x 125 $750K Pilot: 293 enrolled; 229 active "This is everything I wish I would have learned in aesthetics school." 21#22SOCIAL MEDIA POWER HOUSE KOL Significant World Tour ROI 170% daru ˇˇˇ Pos ~2.3 BILLION 2019 Media Impressions Note-treflects pre-COVID conditions. (1) Measured in 2019 2:40/6:21 rafacial CONTINENCE 0000- IN THE PRESS NEWS allure VOGUE Forbes InStyle finiralaral FASHA JOHN LENNONT'S MURDER NITED BY WEEBLY US WORLD TOUR BRIT +CO BEUT SICT FAVE RETHINK YOUR SKIN HEALTH. P Reader's digest hydrafacial REFRESH Indrafacal BAZAAR POPSUGAR. LIVE LIFE FACE FIRST hydrafacial W HARR POTTER CURLLD CHILD (29) REFINERY29 SADALWAY #HYDRAFACIALNATION ~230,000 Provider Searches in 2019 SIGNATURE EVENTS 16% Instagram Engagement Rate Industry Leading (1) 22#23LED BY A VISIONARY AND EXPERIENCED MANAGEMENT TEAM 200+ COLLECTIVE YEARS OF EXPERIENCE within the sector 192 LIYUAN WOO Chief Financial Officer CLINT CARNELL Chief Executive Officer Experience: 25 Years SOLTAMEDICAL* BAUSCH + LOMB ORANGETWIST Your Treatment Shop GAMBRO MINGO KU VP & GM, APAC Experience: 22 Years SOLTAMEDICAL" Boston Scientific Advancing science for life" Experience: 23 Years B GYMBOREE bebe Shark NINJA Deloitte. KATE GILBERT VP & GM, EMEA Experience: 30 Years SUNEVA MEDICAL BIOMARIN SOLTAMEDICAL* JEFF KUCKENBAKER Chief Information Officer Experience: 20 Years FLUIDRA StanleyBlack&Decker BOART LONGYEAR MARK PRICE VP, RA, QA, R&D Experience: 35 Years NEO GENOMICS (! VALIDANT TM BECKMAN COULTER Biosense Webster. DEB RODRIGUEZ Chief Talent Officer Experience: 33 Years Allergan. Johnson & Johnson GE Capital LOURDES RUIZ VP, Operations Experience: 34 Years CAGENT VASCULAR/ P DANAHER DiaSorin Johnson & Johnson DAN WATSON EVP, Sales U.S. Experience: 36 Years ETHICON ENDO-SURGERY, INC. a Johnson & Johmon company stryker ORATECH ROSEMARIE HOLCOMB Senior Director, Marketing Communications Experience: 11 Years hydrafacial 23#24Investment Highlights 4 MULTI-DIMENSIONAL GROWTH OPPORTUNITIES ● Digitally, categorically and globally; Organically and through M&A. Growth categories of, skin and scalp, consumable, and digital 1 CATEGORY CREATING PRODUCT ● Innovative product extension into IOT with data connection, personalization and clean beauty in skin and scalp health 5 COMPELLING ECONOMIC PROFILE ● • High value and high margin equipment and consumables profile 2 EXCEPTIONAL MARKET OPPORTUNITY • Connector capable of creating consumer demand around the globe 6 UNIQUE BUSINESS MODEL First industry mover with patented technology, brand following, partnerships across the ecosystem and innovative add-ons 3 LEADING PLATFORM Established, unique partnerships across many channels 7 BEST-IN-CLASS MANAGEMENT AND BOARD Highly-respected CEO, experienced executive management, and hands- on Vesper board 24#25GROWTH & FINANCIALS hydrafacial COMPANY ● 25#26STRATEGIC INITIATIVES så RELENTLESSLY INNOVATE AS A CATEGORY CREATOR Category Ownership - Skin & Scalp Health 2.0 with personalized services to launch in 2022 Value-added innovation across all touchpoints - serums, devices, and experiences DRIVE CONSUMER DEMAND WITHIN THE ECOSYSTEM Turn up marketing of the brand, the wellness and personalization messaging Gift category with impactful promotional activities Focused investment in short- form and partnerships Continued effort with providers through education and pop-ups LEVERAGE TECHNOLOGY TO EXPAND GLOBAL FOOTPRINT FUEL GROWTH END-TO-END Connector platform - Build robust and scalable programs that solidify relationship with estheticians & providers and end consumers Expand product offering digitally Data availability and personalized experiences Sales offices with support Distributor to Direct M&A 26#27● ● HISTORICAL PERFORMANCE KEY TAKEAWAYS Significant historical revenue growth driven by: Continued domestic momentum combined with significant growth from recent international expansion System upgrade cycle driven by the introduction of delivery systems in 2016 Rapidly growing numbers of delivery systems with increasing recurring revenue in both the US and internationally Growth in EBITDA driven by steady gross and adjusted EBITDA margins, largely a result of: Continued increases in capital and consumable rep productivity (1) Year-end delivery systems includes US and International. Note: The above financial statements are in draft form and based on internal financial reports as of November 12, 2020. These figures may not include all adjustments required by GAAP under PCAOB standards. The above figures include non-GAAP financial measures, including but not limited to Gross Margin, Adjusted Gross Margin and Adjusted EBITDA. Please see the corresponding reconciliation on slide 43 of this Presentation. NET SALES ($ IN MILLIONS) $48 '16A ADJUSTED EBITDA ($ IN MILLIONS $16 '16A HF DELIVERY SYSTEMS(1) (UNITS) 6,594 '16A '16A-'19A CAGR: 52% $66 '17A '16A '19A CAGR: 38% $17 '17A '16A-'19A CAGR: 28% 8,125 '17A $112 '18A $30 '18A 10,524 '18A $167 '19A $41 '19A 13,872 '19A 27#28● HISTORICAL AND 2020A DELIVERY SYSTEMS KEY TAKEAWAYS Strong historical growth in delivery systems and number of consumable customers, with delivery systems increasing at CAGR of ~24% from Q3- 18 to Q3-20 Despite significant impact of COVID-19 in 2020, the number of HF delivery systems has continued to increase, both in the US and Internationally (1) Delivery systems include US and International. # of units calculated at the end of each period. Figures presented net of churn- a customer is assumed to be churned if they have not purchased any consumables in the last 18 months. HF DELIVERY SYSTEMS(1)-2018A THROUGH YTD 2020A (# UNITS) 8,679 Q1 '18 9,286 Q2 '18 9,834 Q3 '18 10,524 Q4 '18 11,218 Q1 '19 12,052 Q2 '19 12,829 Q3 '19 Achieved record total delivery systems in Q3-20 despite COVID-19 13,872 Q4 '19 14,421 14,495 Q1 '20 Q2 '20 15,124 Q3 '20 28#29● YTD 2020A MONTHLY PERFORMANCE (CONT'D) KEY TAKEAWAYS 2020 monthly revenue is rebounding rapidly towards 2019 levels, demonstrating a strong recovery across the business - Quick ramp back to growth and profitability once locations are open and accessible A number of domestic and international locations still significantly affected by opening restrictions, providing remarkable upside potential once restrictions are lifted Monthly consumable customer volumes showing sequential monthly improvement, with Sept-20 trending near prior year, pre- COVID-19 levels Sold 1400+ delivery systems since COVID-19(1) Note: The above financial statements are in draft form and based on internal financial reports as of November 12, 2020. These figures may not include all adjustments required by GAAP under PCAOB standards. The above figures include non-GAAP financial measures, including but not limited to Gross Margin, Adjusted Gross Margin and Adjusted EBITDA. Please see the corresponding reconciliation on slide 43 of this Presentation. (1) Represents the period from May 1, 2020 to November 12, 2020. NET SALES $11 $13 Jan $9 $12 Feb $14 YTD 2019A Mar $8 Sales impacted by COVID-19 with a quick recovery $13 $13 $1 YTD 2020A ($ IN MILLIONS) Apr May $3 $17 Jun $9 $12 Jul $10 $12 Aug $9 $15 Sep $15 29#30HISTORICAL AND PROJECTED FINANCIAL SUMMARY Longer Term Outlook ($ IN MILLIONS) Net Sales Sales Growth % Adj. Gross Profit Adj. Gross Margin % Adj. EBITDA Adj. EBITDA Margin % 2018A $112 70% $84 75% $30 27% 2019A $167 48 % $125 75% $41 25% 2020E $115 Note: The above financial statements and projections are in draft form and based on internal financial reports as of November 12, 2020. These figures may not include all adjustments required by GAAP under PCAOB standards. The above figures include non-GAAP financial measures, including but not limited to Gross Margin, Adjusted Gross Margin and Adjusted EBITDA. Please see the corresponding reconciliation on slide 43 of this Presentation. (31)% $76 66% $8 7% 2021E $181 57 % $133 73% $25 14% 2022E $250 38 % $189 76% $41 16% 30#31TRANSACTION OVERVIEW ($ IN MILLIONS) Sources Vesper Cash in Trust PIPE Investment Sellers Equity Total Uses Cash to Balance Sheet Debt Repayment Sellers Equity Secondary Proceeds Estimated Transaction Costs & Expenses Total Ⓡ ● ADDITIONAL TRANSACTION DETAILS Pro forma enterprise value of $1.14bn $350mm pipe raised at $10 per share Transaction expected to close in the first half of 2021 $ 460 350 315 $ 1,125 $100 245 315 415 50 $ 1,125 (1) Pro Forma Valuation Share Price Pro Forma Shares Outstanding Equity Value (+) Debt (-) Pro Forma Cash Enterprise Value Note: Assumes no redemptions from Vesper's existing public shareholders. Excludes the impact of Vesper's warrants. (1) Excludes any impact of earnouts. existingi 25% OWNERSHIP POST-BUSINESS COMBINATION 28% ■SPAC Shareholders ■ PIPE Investment 37% $10.00 124.0 $ 1,240 9% 0 (100) $ 1,140 ■SPAC Management Shares Sellers Rollover Equity 31#32VALUATION BENCHMARKING HIGH GROWTH MEDICAL AESTHETICS, TRADITIONAL BEAUTY, AND CATEGORY CREATORS 2020E to 2022E Revenue CAGR 47.4 % hydrafacial 2022E EV / Revenue 4.6x hydrafacial Source: Cap IQ, IBES estimates as of 10-Nov-2020 Median: 24.8 % 20.6% In Mode Median: 7.4x 5.7x InMode 29.0 % Align 9.0x Align Medical Aesthetics 43.0 % Peloton 5.9x Median: 32.1% Peloton Median: 6.4x 21.1% Lululemon 6.9x Lululemon Category Creators 7.7% Median: 8.5% L'Oréal 5.3x L'Oréal 9.4 % Estée Lauder Median: 5.3x 5.2x Estée Lauder Traditional Beauty 32#33APPENDIX hydrafacial 33#34VESPER IS SUPPORTED BY A BEST IN CLASS BOARD OF DIRECTORS ● ● Brent Saunders ● ● Former Chairman, President and CEO of Allergan Former CEO of Bausch & Lomb, Forest Labs, and Actavis Barry Sternlicht Mr. Sternlicht is the Chairman & CEO of Starwood Capital Group, Chairman of Starwood Property Trust and Senior Advisor of Invitation Homes 29 years of experience structuring investments with a combined asset value of over $110B Founded Starwood Capital Group in 1991 Built Starwood Hotels into one of the leading hotel and leisure companies in the world and the St. Regis Hotels brand into a global brand Created W Hotels, one of the world's most successful "boutique" brand Board of Directors ● ● Dr. Julius Warren Few Dr. Few is the Founder of The Few Institute For Aesthetic Plastic Surgery 30 years of medical experience, board- certified plastic surgeon for 18 years Professor at the University of Chicago Pritzker School of Medicine and Former Developer and Director, Northwestern University Feinberg School of Medicine Member of the American College of Surgeons and the American Society of Plastic and Reconstructive Surgery Authored 100+ scientific publications Dr. Manisha Narasimhan Former SVP of Strategic Initiatives, Portfolio Innovation and IR of Allergan ● ● Former Executive Director and head of IR of Regeneron Pharmaceuticals ● ● Michael Capellas Mr. Capellas currently serves on the Boards of Cisco, Flex, and Blue Yonder More than 30 years in executive, senior leadership, management, and advisory roles in IT and Telco Former President of Hewlett-Packard, former CEO of Compaq, MCI Inc. (previously WorldCom), First Data Corporation and VCE Founding Chairman and CEO of VCE, a joint venture between Cisco, EMC and VMware which developed and commercialized an innovative platform for cloud computing 34#35VESPER AND HYDRAFACIAL ARE STRENGTHENED BY ADVISORS Vesper Advisory Board Desiree Gruber Desiree Gruber is a Peabody Award-winner and was the co-founder and executive producer of the Project Runway television series for 16 years. She's now the founder of Full Picture, a brand accelerator, content production, communications, and consulting services company. Bob Perry Robert Perry has over thirty years' experience in the medical device industry and from 2013 to 2020 served as the Sr. Vice President of Device R&D at Allergan with responsibility for Aesthetic and Eyecare products. While at Allergan, Mr. Perry played a leadership role in the assessments and integrations of numerous acquisitions. Sachin M. Shridharani, MD, FACS Dr. Sachin Shridharani is a renowned, Manhattan based plastic surgeon board certified by The American Board of Plastic Surgery. He is the founder of LUXURGERY and the first plastic surgeon in New York to inject Kybella following its FDA approval. He has since performed nearly three thousand treatments. B HydraFacial Advisors Joe Pine Joseph Pine II is an internationally acclaimed author, speaker, and management advisor to Fortune 500 companies and entrepreneurial start- ups alike. Mr. Pine's experiences prior to co- founding Strategic Horizons include holding a variety of technical and managerial positions with IBM. Jane Christensen Jane Christensen is the co-founder and President of Omni providing business strategies for medical practices and retail integration of Omni's bioceutical products. Her most entrepreneurial recent ventures include: Omni Medical Imaging, a spa like out-patient radiology center; Omni Wellness Center; and Integrated Laser Solutions Eddie Yoon Eddie Yoon is the founder of EddieWouldGrow, LLC, a think tank and advisory firm on growth strategy. Previously he was one of the senior partners at The Cambridge Group, a strategy consulting firm. 35#36EVOLUTION OF THE HYDRAFACIAL STORY BUILDING A PRODUCT COMPANY (1997-2016) CREATING AND DEFINING A CATEGORY (2017-2019) PLAYING OFFENSE DURING COVID (2020) UNLEASHING THE BRAND DIRECT TO CONSUMER (2021 and Beyond) MORE THAN TRIPLED THE BUSINESS FROM $48M NET SALES IN 2016 TO $167M IN 2019 Note: The above financial statements and projections are in draft form and based on internal financial reports as of November 12, 2020. These figures may not include all adjustments required by GAAP under PCAOB standards. The above figures include non-GAAP financial measures, including but not limited to Gross Margin, Adjusted Gross Margin and Adjusted EBITDA. Please see the corresponding reconciliation on slide 43 of this Presentation. 36#37HYDRAFACIAL'S COMPETITIVELY DIFFERENTIATED PRODUCT CREATES CONSUMER PULL AND PROVIDER PUSH ● HydraFacial's TRULY DIFFERENTIATED PRODUCT with a technological edge... Unique product in the market that meets consumer expectations . Technology is protected by 20+ years of R&D and 38 patents 15K+ active delivery systems(1) Source: Third party research July 2019; reflects pre-COVID conditions. Note: NPS = Net Promoter Score as of 2019; Other brands listed are top 5 treatment and top 5 skincare brands used by HydraFacial users. (1) As of Q3 2020. ● ...and a strong reputation with PROVIDERS TO 'PUSH' DEMAND Favorable economics for spa owners and estheticians Strong existing community of estheticians Best-in-class 80 NPS from estheticians ● ...leads to strong brand creating 'PULL' DEMAND FROM CONSUMERS Immediate benefits, limited downtime and less pain than manual extractions Immediate results from a 30- minute treatment 99% "Worth It" rating on Real Self High awareness and NPS as the only branded facial in market 37#38GROWING PORTFOLIO OF LEADING PARTNERSHIPS MEDICAL/MED SPA Spas operated by nurse practitioners, estheticians and PAs overseen by physicians, as well as plastic surgeon and dermatology practices that offer cosmetic treatments SPAS/RESORTS WHER EQUINOX Day, wellness, hotel and destination spas typically operated by estheticians BEAUTY RETAIL SEPHORA Retail beauty products stores that also offer skincare treatments on a limited basis PARTNER BOOSTERS 6 SKINCEUTICALS (2017 protocol) + CIRCADIA (2018) ALASTIN OSKI OSKINCARE (2019) ZOⓇSKIN HEALTH NASSIFMD DERMACEUTICALS™ (2020) (2017) colorescience® (2018) SENTÉ (2018) 00 HydroPeptide (2019) restørsea (coming 2021) 38#39● ● RECURRING NATURE OF BUSINESS MODEL KEY POINTS Once installed, systems generate meaningful recurring revenue 51% of 2019 revenue from consumables and expected to grow over time as installed base expands Consumables grow as utilization increases post COVID on existing and newly installed systems and as boosters increase revenue per treatment Attractive economics for med spa owners and estheticians HydraFacial's delivery systems numbered 15,124 in Q3 2020 Achieved record total delivery systems achieved in Q3-20 despite COVID ● 8,125 '17 HYDRAFACIAL DELIVERY SYSTEMS(1) '17A-Q3 '20 CAGR: 23% 10,524 '18 13,872 Source: Third party research 2019; reflects pre-COVID conditions. (1) Year-end delivery systems includes US and International. '19 15,124 I Q3 '20 39#40PLAYING OFFENSE DURING COVID AND BUSINESS RECOVERY INITIAL IMPACT Managed business steadily through COVID Contained impact of salon and store closures to Spring 2020 Monthly revenue declined to low single digit millions CREATIVE RESPONSES Initiated inventive solutions to drive revenue Integrated and streamlined operations at the new Burnett facility Launched Keravive scalp treatment program Invested in long term growth opportunities Launched warehouse management system IMPROVING ENVIRONMENT Quickly ramped up following store reopenings Began rehiring sales team 600+ increase in delivery systems in Q3-20 despite COVID-19 2020 monthly revenue has rebounded rapidly towards 2019 levels STATE OF BUSINESS Some locations are still limited by opening restrictions, providing upside potential once lifted Vast majority of sales organization able to be rehired after furlough 2020 MONTHLY REVENUE HAS REBOUNDED RAPIDLY TOWARDS 2019 LEVELS 40#41HYDRAFACIAL CURRENT OWNERS LINDEN Chicago-based private equity firm focused exclusively on the healthcare industry One of the country's largest dedicated healthcare private equity firms, having invested over $2 billion and raised nearly $3 billion of commitments since founding Linden's strategy is based upon three elements: (i) healthcare specialization, (ii) integrated private equity and operating expertise, and (iii) its differentiated human capital program existing public shareholders and assumes PIPE shares are issued at a price of $10.00. Excludes the impact of Vesper's warrants ● DWY WYK HP Highly respected private equity firm focused exclusively on the healthcare industry, primarily making control investments in North American middle-market healthcare companies Currently manages over $1.4 billion in committed. capital and invests in leading healthcare companies with proven management team Specializes in helping mid-stage companies reach their growth potential by providing the capital, deep industry knowledge, strategic guidance and acquisition expertise 41#42HISTORICAL INCOME STATEMENT ($ IN MILLIONS) Net Sales Sales Growth % COGS Adj. Gross Profit Adj. Gross Margin % Adj. EBITDA Adj. EBITDA Margin % Fiscal Year Ending December 31 2018A 2019A $112 70% $29 $84 75% $30 27% Note: The above financial statements are in draft form and based on internal financial reports as of November 12, 2020. These figures may not include all adjustments required by GAAP under PCAOB standards. The above figures include non-GAAP financial measures, including but not limited to Gross Margin, Adjusted Gross Margin and Adjusted EBITDA. Please see the corresponding reconciliation on slide 43 of this Presentation. $167 48 % $49 $125 75% $41 25% 42#432018 AND 2019 ADJUSTED EBITDA BRIDGE ($ IN MILLIONS) Operating Income to Adjusted EBITDA Bridge Operating Income Depreciation/Amortization Management and board costs Non-recurring and one-time fees Adjusted EBITDA 2018 $11 11 4 4 $30 2019 $14 14 2(1) 11 $41 Source: Company Financials. (1) Quarterly and transaction related management fees paid to private equity sponsors, board of director fees and expenses. Note: The above financial statements are in draft form and based on internal financial reports as of November 12, 2020. These figures may not include all adjustments required by GAAP under PCAOB standards. The above figures include non-GAAP financial measures, including but not limited to Gross Margin, Adjusted Gross Margin and Adjusted EBITDA. 43

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