New Spa Locations
in Dallas/Fort Worth International Airport and Dubai International
Airport
XpresSpa's
Acquisition by FORM Holdings Expected to Close in the Fourth
Quarter of 2016
NEW YORK - September 12, 2016 -
FORM Holdings Corp. (NASDAQ: FH), a diversified holding company
focused on acquiring and developing small to mid-market companies
with growth potential, today provided an update on its pending
acquisition of XpresSpa, the industry-leading luxury airport spa
company.
Since announcing the acquisition
on August 8, 2016, XpresSpa has strengthened its presence in the
United States and around the world by opening its fourth spa
location at the Dallas/Fort Worth International Airport (DFW) in
Texas and its first spa location at the Dubai International Airport
(DXB) in the United Arab Emirates, which is the busiest airport in
the world, as measured by international passenger traffic.
XpresSpa
Highlights
-
Projected 2016 revenue in excess of $40 million;
total revenue for six months ended June 30, 2016 was $20.5
million
-
2015 full year Store-Level EBITDA[1] of $7.6
million, equal to 20% Store-Level EBITDA and $3.5 million of
Store-Level EBITDA for the six months ended June 30, 2016
-
Approximately three times the number of
locations as largest domestic competitor
-
Provided wellness services and products to
approximately 900,000 customers in 2015 and growing in 2016
-
New CEO, Ed Jankowski, joined June 2016 with
extensive experience in luxury and airport retail to lead future
growth (World Duty Free, Godiva, Luxottica, among others)
Industry trends expected to be favorable with
airport retail spending projected to grow at 19% CAGR from $4.2
billion in 2015 to $9.9 billion in 2020 according to New Market
Research & Micro Market Monitor
XpresSpa Growth
Plan
-
Targeting 11%+ Comparable store sales[2] growth for
remainder of 2016 and 2017 up from 2.9% in the first half of
2016
-
Increase profitability and EBITDA by reducing
corporate overhead
-
In the next 24 months XpresSpa estimates that
there will be more than 25 spa locations being offered as formal
RFPs by airport retail authorities domestically and additional
opportunities internationally and through existing airport
relationships
-
Historically, XpresSpa wins 80% of RFPs it has
submitted
-
Explore franchise model in secondary and
tertiary airports
-
Organically grow through focused menu of spa
offerings and retail products
"We're thrilled to announce that
we have opened new spa locations in Dallas and Dubai and are
excited to continue to grow the XpresSpa brand and footprint
throughout the world," said Ed Jankowski, CEO of XpresSpa. We look
forward to closing this transaction and continuing to work closely
with the team at FORM Holdings moving forward."
About FORM
Holdings Corp.
FORM Holdings Corp. (NASDAQ: FH)
is a publicly held diversified holding company that specializes in
identifying, investing in and developing companies with superior
growth potential. FORM's current holdings include Group
Mobile, FLI Charge, Infomedia and intellectual property
assets. Group Mobile is a provider of rugged, mobile and
field-use computing products, serving customers worldwide.
FLI Charge designs, develops, licenses, manufactures and markets
wireless conductive power and charging solutions. Infomedia
is a leading provider of customer relationship management and
monetization technologies to mobile carriers and device
manufacturers. FORM Holdings' intellectual property division
is engaged in the development and monetization of intellectual
property. To learn more about Form Holdings Corp., visit:
www.FormHoldings.com.
About
XpresSpa
XpresSpa is the industry-leading
luxury travel spa business, serving almost one million air
travelers each year at its 48 stores across 21 airports in the
United States, Amsterdam and Dubai as of August 24, 2016.
XpresSpa offers travelers premium spa services, including massages,
reflexology, stress and tension release, manicures, pedicures,
facials and waxing. Its Xpress nail, massage and hair
blow-out services are designed specifically for the busy traveling
customer, with treatments completed in 30 minutes or less. In
stores and online, XpresSpa also offers exclusive luxury travel
products and accessories, including travel pillows, blankets,
massagers, and personal, hair, nail and bath and body products.
XpresSpa has over 750 employees, including talented teams of
professionally licensed massage therapists, cosmetologists and nail
technicians who are committed to providing exceptional customer
experiences.
Forward-Looking
Statements
This press release includes
forward-looking statements, which may be identified by words such
as "believes," "expects," "anticipates," "estimates," "projects,"
"intends," "should," "seeks," "future," "continue," or the negative
of such terms, or other comparable terminology. Forward-looking
statements are statements that are not historical facts. Such
forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ materially from the
forward-looking statements contained herein. Statements in
this press release regarding the proposed merger between FORM and
XpresSpa; the expected timetable for completing the transaction;
the potential value created by the proposed merger for FORM's
stockholders and XpresSpa's equity holders; the potential of FORM's
business after completion of the merger; XpresSpa's projected
revenue, the ability to raise capital to fund operations and
business plan; the continued listing of FORM's securities on the
Nasdaq Capital Market; market acceptance of FORM products; the
collective ability to protect intellectual property rights;
competition from other providers and products; FORM's management
and board of directors after completion of the Merger; and any
other statements about FORM's or XpresSpa's management teams'
future expectations, beliefs, goals, plans or prospects constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. There are a number of
important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, including, but not limited to: the risk that FORM and
XpresSpa may not be able to complete the proposed transaction; the
inability to realize the potential value created by the proposed
merger for FORM's stockholders; FORM's inability to maintain the
listing of its securities on the Nasdaq Capital Market after
completion of the merger; the potential lack of market acceptance
of FORM's products; FORM's inability to monetize and recoup FORM's
investment with respect to assets and other businesses that that
were acquired or will be acquired in the future; general economic
conditions and level of information technology and consumer
electronics spending; unexpected trends in the mobile phone and
telecom computing industries; the potential loss of one or more of
FORM's significant Original Equipment Manufacturer ("OEM")
suppliers, the potential lack of market acceptance of FORM's
products; market acceptance, quality, pricing, availability and
useful life of FORM's products and services, as well as the
mix of FORM's products and services sold; potential
competition from other providers and products; FORM's inability to
license and monetize FORM's patents, including the outcome of
litigation; FORM's inability to develop and introduce new products
and/or develop new intellectual property; FORM's inability to
protect FORM's intellectual property rights; new legislation,
regulations or court rulings related to enforcing patents, that
could harm FORM's business and operating results; FORM's inability
to retain key members of its management team; and other risks and
uncertainties and other factors discussed from time to time in our
filings with the Securities and Exchange Commission ("SEC"),
including FORM's Annual Report on Form 10-K for the year ended
December 31, 2015 filed with the SEC on March 10, 2016.
Investors and stockholders are also urged to read the risk factors
set forth in the proxy statement/prospectus carefully when they are
available. FORM expressly disclaims any obligation to publicly
update any forward-looking statements contained herein, whether as
a result of new information, future events or otherwise, except as
required by law.
Important
Additional Information Filed with the SEC
This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities of FORM, or XpresSpa or the solicitation of any vote
or approval. In connection with the proposed transaction, FORM
filed with the SEC a Registration Statement on Form S-4 containing
a proxy statement/prospectus. The proxy statement/prospectus
contains important information about FORM, XpresSpa, the
transaction and related matters. FORM will mail or otherwise
deliver the proxy statement/prospectus to its stockholders when it
will be declared effective by the SEC. Investors and security
holders of FORM and XpresSpa are urged to read carefully the proxy
statement/prospectus relating to the proposed merger (including any
amendments or supplements thereto) in its entirety because it
contains important information about the proposed transaction.
Investors and security holders of
FORM will be able to obtain free copies of the proxy
statement/prospectus for the proposed merger and other documents
filed with the SEC by FORM through the website maintained by the
SEC at www.sec.gov.
FORM and XpresSpa, and their
respective directors and certain of their executive officers, may
be deemed to be participants in the solicitation of proxies in
respect of the transactions contemplated by the merger agreement
between FORM and XpresSpa. Information regarding FORM's directors
and executive officers is contained in FORM's Annual Report on Form
10-K for the fiscal year ended December 31, 2015, which was filed
with the SEC on March 10, 2016. Information regarding XpresSpa's
directors and officers and a more complete description of the
interests of XpresSpa's directors and officers in the proposed
transaction is available in the proxy statement/prospectus that was
filed by FORM with the SEC in connection with the proposed
transaction.
Contacts
FORM
HOLDINGS
212-309-7549
info@FormHoldings.com
[1] Store-level
EBITDA is a non-GAAP financial measure and is defined as earnings
before any corporate general and administrative expenses,
depreciation and amortization, interest and tax. Store EBITDA is a
measure that helps XpresSpa assess earnings after the direct costs
of delivering the services and selling products in the spas were
incurred.
[2] Comparable
store sales are defined as current period sales from stores opened
longer than a year compared to the period of those same stores'
sales a year ago.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: FORM Holdings Corp. via Globenewswire
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