Livewire Group, Inc. · NYSE:LVWR
Livewire — SPAC Merger (December 2021)
59 slides from Livewire's SPAC merger presentation, Dec 13, 2021
Slide 1: LiveWire Investor Presentation
Exhibit 99.2 DECEMBER 2021 LiveWire Investor Presentation
Slide 2: Forward-Looking Statements
Forward-Looking Statements This communication may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning Harley-Davidson, Inc. (“H-D”)’s, LiveWire EV, LLC (“LiveWire”)’s or AEA-Bri
Slide 3: Today's Presenters
Today’s Presenters John Garcia Jochen Zeitz Ryan Morrissey Gina Goetter Chairman and Co-CEO, Chairman and Acting President, LiveWire Acting CFO, LiveWire AEA-Bridges CEO, LiveWire 3
Slide 4: Proposed Transaction Summary
Proposed Transaction Summary Harley-Davidson’s LiveWire EV Motorcycle Business to Combine With AEA-Bridges to Create Separate Public Company LIVEWIRE TRANSACTION OVERVIEW — AEA Bridges Impact Corporation (“ABIC”) entered into business combination agreement with LiveWire 4.3% — Attractive risk-adjust
Slide 5: LiveWire Presents an Attractive Risk-Adjusted Investment Opportunity in EV
LiveWire Presents an Attractive Risk- Adjusted Investment Opportunity in EV AUTO EMERGING OEMS EV OEMS Already Deep Technological Underpinning Commercially Viable Product Available Today accelerating Large Addressable Market towards a Long-Term Growth Potential Attractive Industry Competitive Dynami
Slide 6: Compelling Transaction
COMPELLING TRANSACTION Enables Harley-Davidson and LiveWire to Pursue Complementary —Pure EV brand for the next generation of riders Strategies and Invest Behind —Dedicated focus on rapidly growing 2-wheel EV market Diverging Market Trends to Maximize —Funds strategic plan —Appeals to and aligns wit
Slide 7: Support from Financial and Strategic Partners
SUPPORT FROM FINANCIAL AND STRATEGIC PARTNERS Significant Investment and The most desirable motorcycle brand built on global capabilities and Support From Partners a 118-year heritage Positions LiveWire to Extend Lead in the EV Motorcycle Market One of the leading players built to compete in lighter
Slide 8: Inclusive Stakeholder Approach
INCLUSIVE STAKEHOLDER APPROACH LiveWire Operates With an Foundation in Harley-Davidson’s Inclusive Stakeholder Approach Inclusive Stakeholder Approach Prioritizing Long-Term Profitable Growth for Our People, Our Planet, and Our Communities Inclusive Stakeholder LIVEWIRE’S SUSTAINABILITY PRIORITIES M
Slide 9: A Decade in the Making, LiveWire Leads the Premium Two-Wheel EV Transition
A Decade in the Making, LiveWire Leads the Premium Two-Wheel EV Transition Project Harley-Davidson LiveWire Hacker LiveWire ONE 2010-2014 2015-2020 2021+ 9
Slide 10: LiveWire: a Soulful Connection Between Human and Technology
LiveWire: a Soulful Connection Between Human and Technology Future Forward Elevating the connection between rider and bike, enabled by lineage and innovation Change Agent A strong proponent of the environment, leading positive change by means of undiminished experiences Purposeful & Authentic Guided
Slide 11: Wall Street Journal quote
The best sport-bike riding experience in the world.” WALL STREET JOURNAL 11
Slide 12: LiveWire Key Investment Highlights
LIVEWIRE KEY INVESTMENT HIGHLIGHTS A Visionary Investment Opportunity Rapidly growing market 1 Large global market in the early stages of secular shift to EV powertrains Leading the transformation of motorcycling 2 Production vehicle in market, years ahead of traditional OEMs Differentiated expertis
Slide 13: Converging Trends are Accelerating Market Growth
1: RAPIDLY GROWING MARKET Converging Trends are Accelerating Market Growth Customer Preferences Government Support & Regulation — Awareness / recognition of EV benefits — Stricter regional emission regulations — Consideration of EV products growing (ICE bans in the longer term) — Public perception s
Slide 14: EV Penetration in North America and Europe Accelerating
1: RAPIDLY GROWING MARKET EV Penetration in North America and Europe Accelerating Similar to China EV MOTORCYCLE TAM REVENUE, $ North America Europe China MILLIONS 3,303 1,805 1,650 1,301 182 56 2020 2026 2020 2026 2020 2026 5 91 19 153 1,050 1,943 EV MOTORCYCLE TAM UNITS (‘000S) EV MOTORCYCLE UNIT
Slide 15: Large Core Addressable Market With Significant Upside
1: RAPIDLY GROWING MARKET Large Core Addressable Market With Significant Upside Global Electric Motorcycle Total Addressable $28B Market (TAM), 2021E-30E + UPSIDE CASE $20.4B $17.9B $15.7B $12.3B $10.3B BASE $7.7B $6.1B ‘21-30 TAM CAGR of 26% $4.0B $3.2B 2030 Auto EV Adoption Forecast $2.5B at 40-55
Slide 16: LiveWire Uniquely Positioned Versus Traditional OEMs and Startups
2: LEADING THE TRANSFORMATION OF MOTORCYCLING LiveWire Uniquely Positioned Versus Traditional OEMs and Startups 4-5 YEAR HEAD START SIGNIFICANT TRUST ADVANTAGE / ABILITY TO SCALE Commitment to Electric 16 Based on product in market, expected time to market, and results in market. Global Capabilities
Slide 17: LiveWire ONE
LiveWire ONE 2: LEADING THE TRANSFORMATION OF MOTORCYCLING IN MARKET (1) PRICE: $19,800 Embraced By Early Adopters and High-Profile Riders — Patented haptic heartbeat tech connects rider and motorcycle — Immediate, linear power eliminates traditional shifting — No heat or vibration, and silent at id
Slide 18: Disrupting the Industry with Well-Received Products
2: LEADING THE TRANSFORMATION OF MOTORCYCLING Disrupting the Industry with Well-Received Products It's hard to LiveWire is setting itself up as a forward-thinking disruptor in the electric space.” ignore how the VISORDOWN I almost felt like the speedometer on the digital screen was LiveWire looks. l
Slide 19: Key Benefits of the ARROW Architecture
3: DIFFERENTIATED EXPERTISE IN KEY TECHNOLOGIES Key Benefits of the ARROW Highly-Differentiated ARROW Architecture Proprietary Scalable Modular EV System 1 Fast speed to market Scalable for future vehicle 2 configurations 3 Lower, efficient investment for new models 4 Lower incremental parts develop
Slide 20: Unique Customer Experience Using Breakthrough Technology
3: DIFFERENTIATED EXPERTISE IN KEY TECHNOLOGIES Unique Customer Experience Using Breakthrough Technology Built-in cellular Customizable Advanced control connectivity and GPS ride modes technology LiveWire app Over-the-Air 20
Slide 21: Combining the Best of Digital and Physical
4: TRANSFORMATIVE GO-TO-MARKET MODEL Combining the Best of Digital and Physical DIGITAL FIRST: FLEXIBLE PATHS TO PURCHASE — Scale central platform that forms the digital-first foundation of the consumer journey — Replacing the fragmentation of hundreds of individual digital front-ends by centralizin
Slide 22: The Hybrid Model
4: TRANSFORMATIVE GO-TO-MARKET MODEL Combining the Best of Digital and Physical THE HYBRID MODEL BLENDS DIGITAL WITH FOUR STRATEGIC RETAIL FORMATS — Store-in-Store: LiveWire concepts built into EV-ready retail partner locations — Gallery: Concept spaces for complete immersion into the brand and life
Slide 23: LiveWire Retail Network Expanding Quickly in Priority Markets
4: TRANSFORMATIVE GO-TO-MARKET MODEL LiveWire Retail Network Expanding Quickly in Priority Markets U.S. + CANADA — Nationwide sales and support capabilities complete H1 2022 — Coverage of the top MSAs; LEVERAGES HARLEY-DAVIDSON’S DEALER NETWORK adding Canada in 2022 — Selected from ~1,400 global loc
Slide 24: Harley-Davidson and KYMCO Strategic Support
5: BACKED BY WORLD-CLASS PARTNERS Harley-Davidson and KYMCO Strategic Support Creates Rapid Scale for LiveWire Without Asset-Intense Investments Technical Services Brand Association Leverage Harley-Davidson’s Strategically linking to the technical expertise and KYMCO’s Harley-Davidson brand digital
Slide 25: Product Portfolio to Drive Rapid Growth
6: PRODUCT PORTFOLIO TO DRIVE RAPID GROWTH Poised to Grow the Market by …with a Compelling Future Product Set Underpinning 100k Unit Projection Expanding the Product Portfolio… Demonstrating the breakthrough capabilities of a LIVEWIRE ONE premium electric motorcycle Extending the portfolio to a rang
Slide 26: STACYC: The Premier Electric Bikes for Kids
6: PRODUCT PORTFOLIO TO DRIVE RAPID GROWTH STACYC: The Premier Electric Bikes for Kids Attracting new riders and building brand allegiance — The brand that defines the space — Steep trajectory with a clear path to continued growth Scaling retail / distribution network — Access to 1000+ bike, powersp
Slide 27: Multiple Growth Vectors Beyond Motorcycles
6: PRODUCT PORTFOLIO TO DRIVE RAPID GROWTH Multiple Growth Vectors Beyond Motorcycles LiveWire Motorcycle-Related Solutions Software and Financing and Subscriptions Protection Innovative solutions FINANCIAL Consumer financing SERVICES to riders with with a custom menu of powerful software solutions
Slide 28: Projected LiveWire Units & Revenue
6: PRODUCT PORTFOLIO TO DRIVE RAPID GROWTH Projected LiveWire Units & Revenue Total Revenue ($mm) Total Units Vehicle Revenue All Other Revenue ~190,000 ~$3,000 $1,769 100,961 $277 53,341 $892 $192 $1,491 $385 15,736 $56 $700 $33 $137 $209 7,236 $36 $91 $27 $247 957 387 $20 $118 $6 (1) (1) 2021 2022
Slide 29: Financial Targets
FINANCIAL OVERVIEW Financial Targets 2026 Long-Term Forecast Target 18.6% 25-30% GROSS MARGIN GROSS MARGIN 6.1% 15-20% EBITDA MARGIN EBITDA MARGIN 29
Slide 30: Planned Use of Transaction Proceeds
FINANCIAL OVERVIEW Planned Use of Transaction Proceeds ‒ Design, development, testing, and validation of new products 1 Product Development ‒ Next-generation EV & vehicle systems capability development ‒ Build-out of experience centers and dealer display rooms 2 Sales & Distribution ‒ Upgrading deal
Slide 31: Disruptive EV Growth, Support of Two Well-Established OEMs
FINANCIAL OVERVIEW Disruptive EV Growth, Support EV PEERS (1) EV Peers Traditional OEMs of Two Well-Established OEMs OEMS MOTORCYCLES - De-Risks LiveWire Business Plan INFRASTRUCTURE AUTOS Market-leading EV technology Independent management, public SIMILARITIES TO EV PEERS SIMILARITIES TO TRADITIONA
Slide 32: Valuation Benchmarking
FINANCIAL OVERVIEW Valuation Benchmarking (1) EV / 2026E Revenue Comparative Enterprise Value ($BN) 2.9x 4.5x 3.1x Median EV OEMs Median High growth Median EV Infrastructure 8.9x $10.9 5.5x 5.2x 4.8x 4.5x 2.6x 2.6x 1.9x $1.77 1.2x 1.0x 2026 2026 2026 2026 2026 2026 2026 2026 2026 2026 Transaction (1
Slide 33: Strong Corporate Governance
STRONG CORPORATE GOVERNANCE Thoughtfully Constructed Governance Structure Aligns Interests for Harley- MAJORITY HARLEY FULLY MAJORITY DAVIDSON INDEPENDENT INDEPENDENT Davidson and LiveWire Shareholders Board of Directors ● —Harley-Davidson expertise, knowledge, and Board oversight Audit Committee ●
Slide 34: High Quality Management Team
HIGH QUALITY MANAGEMENT TEAM Experienced Team of 100+ Professionals LEADERSHIP TEAM Jochen Ryan Vance Gina Stefan Jon Tony Jill Zeitz Morrissey Strader Goetter Gudmundsson Bekefy Dent Cirillo Executive Chairman President CTO Acting CFO Connectivity Brand Legal Program Management and Acting CEO Ben E
Slide 35: Q&A
Q&A
Slide 36: Slide 36
Slide 37: AEA-Bridges Impact Corp.
APPENDIX AEA-Bridges Impact Corp.: A Special Purpose Acquisition Company That Completed Its $400 Million IPO on October 1, 2020 A pioneer and thought-leader in sustainable and A leading global private investment firm founded in 1968 by impact investment founded in 2002 by Sir Ronald the Rockefeller,
Slide 38: Harley-Davidson: World's Leading Motorcycle Company
APPENDIX Harley-Davidson: World’s Leading The Global RepTrak 100 Motorcycle Company With a 118- 1 Year Legacy as a Premium Brand – Leading the Industry Through 2 Innovation and Focused on Driving 3 LiveWire’s Success 4 — Industry leader – motorcycles, parts, accessories and apparel 5 — U.S. market s
Slide 39: KYMCO: One of World's Leading Powersports Brands
APPENDIX KYMCO: One of World’s Leading Powersports Brands, and Top-Tier Partner With Significant Experience and Greater Electric Ambitions — Founded in 1964 in partnership with Honda — Visionary approach, led by Allen Ko, Chairman iONEX Scooter F9 Sports Scooter — Over $1 billion in annual sales, 10
Slide 40: A Decade in the Making, Leading the Premium Two-Wheel EV Transition
APPENDIX A Decade in the Making, Leading the Premium Two-Wheel EV Transition Project Hacker Harley-Davidson LiveWire LiveWire ONE 2010-2014 2015-2019 2020-2021+ 2011 2017 2021 2019 First ‘Hacker EV’ Prototypes are Operational Work on Proprietary Architecture Begins LiveWire Launches Harley-Davidson
Slide 41: Battery Elements of ARROW Architecture
APPENDIX Battery Elements of ARROW Architecture Motor Battery — Leading cell chemistry with optimized energy, performance and life, internally validated in real-world accelerated characterization — High-volume 21700 format cells enable rapid adoption of multiple suppliers’ advancements — Standardize
Slide 42: State-of-the-Art Manufacturing and Supply Chain
APPENDIX State-of-the-Art Manufacturing and Supply Chain — LiveWire benefits from Harley-Davidson existing scale manufacturing via contract manufacturing agreement — Craftsmanship and quality management are paramount to production – asset light model gives LiveWire years of head start on competition
Slide 43: Large Global Market for Motorcycles Primed for Electric Transition
APPENDIX Large Global Market for Motorcycles Primed for Electric Transition North 2020 Revenue Major Players Europe China Total (in B’s) America Small Scooters & Mopeds Hero, KYMCO, Segway $0.1 $4.4 $4.7 $9.1 Large Scooters Hero, KYMCO $0.0 $1.3 $0.2 $1.5 Honda, KTM, Hero, QJ, Light Motorcycles $1.5
Slide 44: Increasing Consumer Preference for EV as Next Purchase
APPENDIX Consumers Across Geographies Showing Increasing Preference for EV as Next Purchase Vehicle Type Buy/Lease Next by Country 51% 43% 42% 42% 36% 31% 27% 27% 26% 24% 22% 21% 19% 18% 17% 11% 10% 7% 5% 5% 5% 4% 3% 2% 1% US UK Germany China TOTAL Petrol/Gas/Diesel Vehicle Electric Vehicle Hybrid (
Slide 45: Customer Insights Show Opportunity to Expand the Market
APPENDIX Customer Insights Show the Opportunity to Expand the Market With Younger, New-to-Sport Riders DIGITAL FORWARD “Early adopter” profile that values a more digital- Once aware of technology, customers are captivated and friendly, technology-rich experience more likely to consider an electric m
Slide 46: Poised to Capture Market Share
APPENDIX Poised to Capture Market Share Consistent With First Scale Mover Advantage and Historical Share North America Europe APAC 2026 Unit Market 2026 Unit Market 2026 Unit Market Share Share Share TAM: 91K TAM: 153K TAM: 4.7M 43% 24% 0.4% LiveWire Share LiveWire Share LiveWire Share Within the 60
Slide 47: Transaction Overview: Sources & Uses
APPENDIX Transaction Overview ($ Million) Estimated Sources & Uses Sources Existing Equity Rollover $1,610 AEA-Bridges Equity $400 Illustrative Harley-Davidson Investment $100 Pro Forma KYMCO Strategic Investment $100 Ownership Total Sources $2,210 Uses Existing Equity Rollover $1,610 Cash to LiveWi
Slide 48: Comparative Benchmarking
APPENDIX Comparative Benchmarking Revenue CAGR Gross profit margin Average EV OEMs: 23% Average EV Infrastructure: 40% Average High Growth: 55% Average EV OEMs: 84% Average EV Infrastructure: 84% Average High Growth: 108% 226% 70% 50% 45% 129% 44% 43% 123% 120% 35% 88% 25-30% 29% 75% 65% 22% 58% 20%
Slide 49: Relative Value Perspectives
APPENDIX Relative Value Perspectives LiveWire Enterprise Value Range ($BN) Midpoint $10 $8.8 $8 $7.5 $6 $5.3 $6.2 $4.4 $4.4 $4 $3.1 $3.5 $1.77 $2 $1.8 $0 (2)(3) (2)(3) (2)(3) EV OEMS EV Infra. High Growth 1.0X – 2.5X 2.0X – 3.0X 3.5X – 5.0X Transaction Valuation (1) Implied 1.0x Potential LiveWire V
Slide 50: Summary P&L
APPENDIX Summary P&L ($ Million) (1) 2021E 2022E 2023E 2024E 2025E 2026E Units 387 957 7,236 15,736 53,341 100,961 % Growth NA 261% 656% 117% 239% 89% Vehicle revenue $6 $20 $118 $247 $700 $1,491 All other 27 36 91 137 192 277 Revenue $33 $56 $209 $385 $892 $1,769 % Growth NA 63% 270% 84% 132% 98% C
Slide 51: Supplemental Financial Information – Non-GAAP Reconciliation
APPENDIX Supplemental Financial Information – Non-GAAP Reconciliation EBITDA ($ Million) (1) 2021E 2022E 2023E 2024E 2025E 2026E Net Income ($60) ($111) ($137) ($146) ($55) $64 (+) Income Tax - - - - - - EBIT ($60) ($111) ($137) ($146) ($55) $64 (+) Depreciation & Amortization 7 13 25 32 36 43 EBITD
Slide 52: Risk Factors
Risk Factors RISKS RELATED TO LIVEWIRE’S BUSINESS AND INDUSTRY • Our business plans require a significant amount of capital. In addition, our future capital needs may require us to issue additional equity or debt securities that may dilute our shareholders or introduce covenants that may restrict ou
Slide 53: Risk Factors (continued)
Risk Factors (continued) RISKS RELATED TO LIVEWIRE’S BUSINESS AND INDUSTRY (CONTINUED) • If our vehicle owners modify our vehicles regardless of whether third-party aftermarket products are used, the vehicle may not operate properly, which may create negative publicity and could harm our business. •
Slide 54: Risk Factors (continued)
Risk Factors (continued) RISKS RELATED TO LIVEWIRE’S BUSINESS AND INDUSTRY (CONTINUED) • We, our outsourcing partners, and our suppliers are subject to numerous regulations. Unfavorable changes to, or failure by us, our outsourcing partners or our suppliers to comply with these regulations could sub
Slide 55: Risk Factors (continued)
Risk Factors (continued) RISKS RELATED TO LIVEWIRE’S BUSINESS AND INDUSTRY (CONTINUED) • Our use of “open source” software could subject our proprietary software to general release, adversely affect our ability to sell our products and services, and subject us to possible litigation, claims or proce
Slide 56: Risk Factors (continued)
Risk Factors (continued) RISKS RELATED TO THE CARVE-OUT TRANSACTION (CONTINUED) • After this offering, we will be a smaller company relative to H-D which could result in increased costs because of a decrease in our purchasing power and difficulty maintaining existing customer relationships and obtai
Slide 57: Risk Factors (continued)
Risk Factors (continued) RISKS RELATED TO THE BUSINESS COMBINATION • We will be controlled by H-D, whose interests may conflict with our interests and, after the completion of the Business Combination transaction, the interests of other shareholders. Upon the completion of the Business Combination,
Slide 58: Risk Factors (continued)
Risk Factors (continued) RISKS RELATED TO ABIC AND THE BUSINESS COMBINATION (CONTINUED) • ABIC and LiveWire expect to incur significant transaction costs in connection with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the a
Slide 59: Risk Factors (continued)
Risk Factors (continued) RISKS RELATED TO ABIC’S SECURITIES • If the Business Combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of ABIC’s securities may decline after the closing of the Business Combination. • An active trading mar