Carbon Revolution Public Limited Company · OTC:CREVF
Carbon Revolution Public — Carbon Revolution — SPAC Merger (November 2022)
44 slides from Carbon Revolution Public's SPAC merger presentation, Nov 29, 2022
Slide 1: Carbon Revolution Investor Presentation
CARBON REVOLUTION Investor Presentation November 29, 2022
Slide 2: Disclaimer
Disclaimer This investor presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Proposed Transaction”) involving Twin Ridge Capital Acquisition Corp. (the “SPAC
Slide 3: Disclaimer (cont.)
Disclaimer (cont.) These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the SPAC and its management, and the Company and its management, as the case may be, are inherently uncertain and are inherently subject to risks variability and continge
Slide 4: Disclaimer (cont.)
Disclaimer (cont.) Financial Information The historical financial Information regarding the Company contained in this presentation has been taken from or prepared based on historical financial statements of the Company. An audit of the Company’s consolidated financial statements in accordance with t
Slide 5: Transaction Overview
Transaction Overview Market leader in production of revolutionary carbon fiber wheels, the next generation of wheel technology Today’s Presenters • Supplier of high-performance, lightweight carbon fiber wheels to global OEMs The Business • Advanced manufacturer producing some of the most technically
Slide 6: The Carbon Revolution Opportunity
The Carbon Revolution Opportunity Large addressable market for this new disruptive technology and enabler to $38Bn range extension and regulatory compliance of electric vehicles (EVs) Automotive Wheel Market (1) Unique and protected technology – Carbon Revolution is years ahead of the 89 competition
Slide 7: Lightweight Technologies are Key Enabler in Electric Vehicle Transition
Lightweight Technologies are Key Enabler in Electric Vehicle Transition Challenges the Automotive Sector is Facing… …How Carbon Revolution Can Provide a Solution Range is the new currency for OEMs as the market transitions to Developed and commercialized a step-change weight saving electric vehicles
Slide 8: Carbon Revolution Positioned to Capitalize on Automotive Trends
Carbon Revolution Positioned to Capitalize on Automotive Trends Global Automotive Wheel Market (1) Global EV Market Penetration (2) Vehicle Weight Over Time (3) Global automotive wheel market is massive Electric Vehicles are gaining share rapidly and driving Vehicles have consistently gotten heavier
Slide 9: Carbon Revolution at a Glance
Carbon Revolution at a Glance Carbon Revolution is a global technology company and tier one OEM Carbon Revolution by the Metrics… supplier, which has successfully innovated, commercialized and industrialized the supply of lightweight carbon fiber wheels to the global automotive industry $50.3m 98% R
Slide 10: Learning Curve that is Protected and Hard to Imitate
Learning Curve that is Protected and Hard to Imitate Advanced and proprietary Material science Wheel design and engineering manufacturing Bolted Joint Hub core ‘puck’ Rim and Barrell Thermal barrier coating technologies Spoke to rim connection Hub architecture Spoke architecture Carbon Revolution ha
Slide 11: Activating Demand by Providing Solutions to OEM Challenges
Activating Demand by Providing Solutions to OEM Challenges Range and Durability Solutions • Carbon fiber wheels can achieve savings of up to Weight offset solutions: ~50% of the weight of aluminum and are designed in aerodynamic geometries, both of which extend range carbon fiber wheels provide up t
Slide 12: Carbon Fiber Wheels Positioned for Rapid Adoption
Carbon Fiber Wheels Positioned for Rapid Adoption Carbon Revolution has captured first-mover advantage in next-generation auto-tech Well established adoption curve in automotive for next Over 60,000 cumulative wheel sales volume (1) from 9 programs generation technologies announced by OEMs and in th
Slide 13: Company evolution
A Compelling History of Successful Expansion… 2012 2019 2016 CR-9 wheel launched Ford GT500 Ford GT Supercar World’s first one-piece Ferrari SF90 Carbon Revolution wheels Product releases carbon fiber wheel launched Renault available as an option at SEMA show in California, 2018 Megane available for
Slide 14: OEM Purchase Considerations
OEM Purchase Considerations Weight is critical to OEMs for both ICE Consumer Price Per Incremental Mile of Range and EV vehicles, with weight reduction assessed on a gram-by-gram basis Median = $263 $605 Reducing unsprung mass substantially improves traction, braking, and Vehicle Weight, acceler
Slide 15: Capitalizing on Electric SUV/Truck Opportunity Across Multiple OEMs
Capitalizing on Electric SUV/Truck Opportunity Across Multiple OEMs Next-Generation Lightweight Solution for Electrification Stage of Program Lifecycle (1) Programs Trucks and SUVs are now the heart of the global market, Awarded programs in production 5 representing the key profit pool for OEMs Awar
Slide 16: Revenue Base From Contracted Programs
Revenue Base From Contracted Programs Established trust and a track record of Most customers have repeat business with Programs in progress far exceed programs delivery. Not a commodity selling process multiple programs, demonstrating the completed to date – particularly impactful and characterized
Slide 17: Improving Margin Through Optimizing Cost Inputs
Improving Margin Through Optimizing Cost Inputs Expected Benefits from Labor and Material Improvements Improving Costs and Contribution Margin Per Wheel $ in USD Fixed labor operating leverage drives efficiency as 22% 35% 50%-60% volumes scale Mega-line automates processes via robots and Labor L
Slide 18: Mega-line Industrialization Program Expected to Increase Throughput
Mega-line Industrialization Program Expected to Increase Throughput and Lower Cost of Wheel Production Cutting Rim layup Inj. and moulding Carbon Revolution’s Mega-lines represent industrialized and CNC Blade Cutting RPM Low Pressure RTM highly automated advanced manufacturing cells which are expect
Slide 19: Longer Term Strategic Investment: Additional Capacity Adjacent to Customer Demand
Longer Term Strategic Investment: Additional Capacity Adjacent to Customer Demand Significant acceleration in demand is emerging from the global automotive market and is a catalyst for Carbon Revolution to establish a larger scale manufacturing facility in a strategically located low-cost country (L
Slide 20: Carbon Revolution is Many Years Ahead of its Competitors
Carbon Revolution is Many Years Ahead of its Competitors Competitor Type of wheel Achievement to date Current status Full carbon & two-piece carbon/aluminum 1 small program in 2017 with Porsche Acquired ThyssenKrupp Carbon Components wheels No following programs released business in August 2021 Have
Slide 21: Highly Experienced Management Team with Deep Industry Background
Highly Experienced Management Team with Deep Industry Background Jake Dingle Gerard Buckle Dr Ashley Denmead Dave French David Nock CEO & MD CFO Chief Technology Officer Operational Strategy Lead General Counsel, Company Secretary One of the initial investors and An Experienced senior executive, wit
Slide 22: Financial Summary
Financial Summary Revenue ($ in USD, millions) Commentary $90.1 $50.3 • Total revenue forecasted to grow from $28.7 million in CY2022E to $28.7 $90.1m in CY2024E representing a CAGR of 77% CY2022E CY2023E CY2024E • 98% of CY2023E & CY2024E Projected Revenue Under Contract (1) Contribution Margin ($
Slide 23: Pathway to Profitability
Pathway to Profitability Variable Critical Milestone Supporting Metrics • CY2024E Volume: ~49,000 Wheels (98% projected under contract with • ~45,000 wheels per annum to achieve OEMs (1)) VOLUME breakeven EBITDA • CR’s Australian facility capacity expected to increase to ~70k P/A by Dec-24 • Awarded
Slide 24: Track Record of Beating OEM Forecasts
Track Record of Beating OEM Forecasts Substantial Backlog of Awarded Volumes (1) History of Outperforming on OEM Awards (2) $ in USD $ in USD Carbon Revolution currently has nine awarded programs (5 in production, 4 in OEMs have historically ordered more wheels than forecasted in their developme
Slide 25: Summary of Opportunity
Summary of Opportunity Carbon Revolution provides a compelling solution to the significant mass related issues faced by the global automotive industry as it moves towards electrification Automotive wheel market is massive, with the premium vehicle and electric vehicle (“EV”) segments experiencing st
Slide 26: Transaction Summary
Transaction Summary 26
Slide 27: Detailed Transaction Overview
Detailed Transaction Overview Sources & Uses Pro Forma Ownership Sources ($ mm) Ownership Breakdown at Close (1)(3)(4) Shares % Ownership SPAC Cash in Trust(1) $214 Carbon Revolution Rollover 19.7 43% Stock Consideration to Existing Shareholders 197 TRCA Shareholders 26.4 57% Total Sources $411 PF S
Slide 28: Comparable Company Universe
Comparable Company Universe EV Supply Chain & Autonomous Components Disruptive Industrial Technology • Component suppliers to OEMs, providing specialized components • High growth industrial companies with unique and transformative for next-generation technologies technology • Benefit from the same t
Slide 29: Comparable Operational Benchmarking
Comparable Operational Benchmarking Revenue CAGR CY22-CY24 Carbon Revolution EV Supply Chain & Autonomous Components Disruptive Industrial Technology Median = 188% = indicates not to Median = 39% = indicates not to scale scale 2718% 404% 344% 155% 188% 153% 86% 77% 61% 62% 48% 39% 33% 11% 11% Note:
Slide 30: Comparable Valuation Benchmarking
Comparable Valuation Benchmarking Enterprise Value / 2023 Revenue Carbon Revolution EV Supply Chain & Autonomous Components Disruptive Industrial Technology Median = 17.1x = indicates not to Median = 9.1x scale 190.5x 25.0x 68.8x 23.2x 17.1x 12.7x 11.1x 9.1x 6.2x 6.6x 7.4x 5.4x 4.8x 4.2x 4.9x Enterp
Slide 31: Projection Methodologies
Projection Methodologies Basis of preparation Page 22 of this presentation contains the Company’s estimates of Revenue, Contribution Margin and Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”) for the calendar years 2022, 2023 and 2024 (the “Financial Projections”). The Compan
Slide 32: Projection Methodologies (cont.)
Projection Methodologies (cont.) ‐ Pricing: Pricing is projected on a program-by-program basis, taking into account contracted amounts for awarded programs and tendered amounts for pipeline programs. The Company is currently in discussions with all customers in relation to potential price increases
Slide 33: Projection Methodologies (cont.)
Projection Methodologies (cont.) Sensitivities The Financial Projections are based on a number of estimates and assumptions, as described above. These estimates and assumptions are inherently uncertain and are subject to business, economic and competitive uncertainties and contingencies, many of whi
Slide 34: Risk Factors
Risk Factors 34
Slide 35: Risk Factors
Risk Factors Business Risks Carbon Revolution is not yet profitable or cash flow positive and it may take longer to reach profitability or become cash flow breakeven than anticipated (or it may never occur). Carbon Revolution’s customer contracts contain no take or pay provisions or other minimu
Slide 36: Risk Factors (cont.)
Risk Factors (cont.) Business Risks As a manufacturer of a highly complex and innovative product (which is continuing to evolve), and which requires bespoke equipment to be designed and produced for numerous steps of the production process, Carbon Revolution is subject to inherent risks in the dev
Slide 37: Risk Factors (cont.)
Risk Factors (cont.) Business Risks There are geographical limitations to Carbon Revolution’s registered intellectual property portfolio because it is not economically feasible to register all such IP in all jurisdictions around the world. Carbon Revolution’s confidential wheel process know-how
Slide 38: Risk Factors (cont.)
Risk Factors (cont.) Business Risks Carbon Revolution may fail to meet forecasts. Carbon Revolution may not be able to reduce supply chain costs or production costs as quickly as expected or to the same extent as expected, resulting in higher cost per wheel than expected. Carbon Revolution is
Slide 39: Risk Factors (cont.)
Risk Factors (cont.) Transaction Risks The business combination remains subject to conditions that each of the SPAC, Carbon Revolution and MergeCo cannot control and if such conditions are not satisfied or waived, the business combination may not be consummated. A party may waive, or agree to wa
Slide 40: Risk Factors (cont.)
Risk Factors (cont.) Transaction Risks Shareholders of MergeCo may suffer dilution from sales of shares under the CEF. The SID and BCA do not contain a minimum cash condition. Accordingly, the parties may complete the business combination despite a lack of liquidity following the payment of tran
Slide 41: Risk Factors (cont.)
Risk Factors (cont.) Transaction Risks MergeCo may be unable to retain Carbon Revolution personnel successfully after the Transaction is completed. Twin Ridge Capital Sponsor LLC (the “Sponsor”) and each of the SPAC’s officers and directors agreed to vote in favor of the business combination, re
Slide 42: Risk Factors (cont.)
Risk Factors (cont.) Transaction Risks MergeCo’s staggered board post-combination will limit shareholders’ ability to influence matters of corporate governance and may deter others from pursuing change of control transactions. Provisions in the MergeCo Amended and Restated Memorandum and Article
Slide 43: Appendix
Appendix 43
Slide 44: Sprung vs. Unsprung Mass
Sprung vs. Unsprung Mass Description Implication Lower unsprung mass results in the suspension more capably keeping the tire in Sprung mass, or sprung weight, is the portion of the contact with the road vehicle’s total mass that is supported by the suspension The decrease in force makes it easie