Schmid Group N.v. · NASDAQ:SHMD
Schmid — SPAC Merger (January 2024)
31 slides from Schmid's SPAC merger presentation, Jan 29, 2024
Slide 1: Investor Presentation January 2024
Investor Presentation January 2024 1
Slide 2: Disclaimer
DISCLAIMER 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation (together with any oral statem
Slide 3: Disclaimer
DISCLAIMER 3 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. Trademarks Pegasus and SCHMID Group own or have
Slide 4: SCHMID at a Glance
1864 Founded in Germany 5 th Generation Family-Owned & Managed ~800 Employees ~150 Scientists & Engineers 2 Production Facilities in Germany & China >25% 2024E Recurring EBITDA Margin2 32,000 Sq. Ft. Lab & Prototyping Facility 5 Global Sales & Service Centers 100+ Patents And Industrial Property Rig
Slide 5: SCHMID & Pegasus: Joint Forces for Success
SCHMID & PEGASUS: JOINT FORCES FOR SUCCESS − CEO & Chairman SCHMID Group joined 1998 − CEO of SCHMID Group since 2000 − Board positions at Schweizer Electronic AG, a stock listed company − China trade award and the first German Chairman of a stock-listed company in Taiwan Dipl. Wirtsch-Ing. (FH) Hel
Slide 6: Investment Highlights
INVESTMENT HIGHLIGHTS Manufacturing higher spec devices, cost efficiently in a more environmentally friendly manner while shortening global supply chains Public Listing SCHMID Solutions Well-Positioned Strong Financials Compelling Valuation New ET (Embedded Trace) process and production lines delive
Slide 7: Key Growth Initiatives
KEY GROWTH INITIATIVES 7 SCHMID is particularly well-positioned to capitalize on industry trends and outperform peers by levering deep-rooted know-how around surface treatment processes and equipment Continued penetration of high-end PCB and packaging solutions in the overall market, benefitting our
Slide 8: Go-to-Market
GO-TO-MARKET Long-standing, strong customer relationships, including partnerships with customers’ customers, driving demand pull Proven track record in delivering disruptive technology solutions for OEMs, creating competitive moats Technology Center Modular Approach High Touch Service Responsible Pa
Slide 9: Illustrative EV End Market Applications
ILLUSTRATIVE EV END MARKET APPLICATIONS 9 Flexible PV for Car Roofs (Solar Cell & Thin Film) Radar Systems for Autonomous Driving (High Frequency Applications) Interior Design (Metal Etching) PV for Charging Situation (Solar Cell & Module) Display (Anti-Glare) Communication 5G (Packaging + HDI) EV-B
Slide 10: Case Study of SCHMID Go-to-Market: Textured Rear Side Glass
CASE STUDY OF SCHMID GO-TO-MARKET Manufacturing solution for textured rear side glass SCHMID worked closely with mobile phone manufacturers… …to apply PV silicon wafer & PCB wet blasting technology to glass… …repurposing significant percentage of existing components… …to develop manufacturing proces
Slide 11: Case Study: Next-Gen Glass Substrates for High-End Compute
SCHMID leveraged its long-standing expertise in glass while repurposing exisiting equipment to develop manufacturing solutions for a Tier-1 semiconductor company’s glass substrate initiative CASE STUDY OF SCHMID GO-TO-MARKET Manufacture of next-gen glass substrates for high-end compute SCHMID is wor
Slide 12: Case Study: Expand into the Hydrogen Market
CASE STUDY OF SCHMID GO-TO-MARKET Expand into the hydrogen market SCHMID is working closely with leading institutes and manufactures for fuel cells and electrolysers, including Tier-1 automotive suppliers… …leveraging 25 years of expertise in the photo chemical etching and adapting to bipolar plates
Slide 13: ET: Enabling PCB/Packaging Technology Roadmaps
ET: ENABLING PCB/PACKAGING TECHNOLOGY ROADMAPS − Narrower line widths, increased numbers of I/Os, higher aspect ratios, new materials all at acceptable costs and yields − Improved supply security and shorter lead times through near shoring − Achievement of CO2 reduction goals and greener manufacturi
Slide 14: Tech Benefits of Embedded Trace
TECH BENEFITS OF EMBEDDED TRACE 1 4 20-30%1 less electrical losses ~40%1 higher integration ~50%1 improved thermal properties Replacement of laser vias Less power consumption Leading to longer battery lifetime Supporting new IC architectures by bridging the gap between IC and PCB I/Os Higher yield i
Slide 15: Eco Benefits of Embedded Trace
ECO BENEFITS OF EMBEDDED TRACE ~30%1 Reduction in CO2 emissions ~70%1 Reduction in water consumption ~40%1 Reduction in chemicals consumed ~30%1 Reduction in energy required Urban Fabs can be located in Europe, the US and SE Asia by meeting environmental standards Greener PCB & Substrates help deliv
Slide 16: Typical Fab Schematic
ABF Lamination Sputtering Cu Layer Resist Lamination Exposure Etching Cu hole Deep etch holes Resist lamination Developing Developing & flash etch Seed layer sputtering Exposure Traces & via filling Planarization TYPICAL FAB SCHEMATIC Vacuum PlasmaLine Automation InfinityLine A+ Wet Process Infinity
Slide 17: Penetration Trends Driving SCHMID Growth
PENETRATION TRENDS DRIVING SCHMID GROWTH 1 7 PCB Finish Board Production Area1 – Million Square Meters (MSM) Total PCB Equipment Market Size (€m)1 − Higher end panels are outpacing commoditized boards and are growing at approximately twice the rate − Within higher end panels, traditional substractiv
Slide 18: Financials Underpinned by Profitable Growth
FINANCIALS UNDERPINNED BY PROFITABLE GROWTH 1 8 1) Financial information presented here reflects IFRS figures. See “Preliminary Financial Information” in Investor Presentation Disclaimer for additional information. Estimates and assumptions are based on currently available information and expectatio
Slide 19: Detailed Look at Revenue
Note: Financial information presented here reflects IFRS figures. See “Preliminary Financial Information” in Disclaimer for additional information. Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. 1) Based on internal c
Slide 20: Robust Cash Flow Dynamics
2022A 2023E 2024E ROBUST CASH FLOW DYNAMICS 2 0 Note: Financial information presented here reflects IFRS figures. See “Preliminary Financial Information” in Disclaimer for additional information. Estimates and assumptions are based on currently available information and expectations of management, a
Slide 21: SCHMID Group – Selected Comparables
27% 41.7% 39.2% 35.5% 35.0% 33.6% 32.5% 31.9% 31.8% 31.8% 31.7% 31.0% 30.7% 30.2% 29.1% 23.1% 13.2x 29.1x 26.7x 22.7x 20.8x 20.7x 18.9x 18.2x 17.1x 13.7x 13.0x 12.0x 7.6x 6.6x 6.3x 6.1x SCHMID is favorably positioned with its premium technical product and blue-chip technology customer relationships
Slide 22: Transaction Summary
SCHMID Group 72.2% Public Shareholders 17.2% XJ Capital 3.5% Founder Shares 7.1% 2 2 TRANSACTION SUMMARY Transaction values SCHMID at a pro forma enterprise value of USD $503 million, implying 13.2x pro forma enterprise value / 2024E recurring EBITDA Pro Forma Valuation (USD $m) Sources (USD $m) Use
Slide 23: Illustrative: Non-Redemption Agreement Structure
Transaction Drivers Target Raise $45 Trust per Share $11.15 Non-Redemption Structure Full Trust Total NRAs ($ in USD m) $35 $40 $45 $50 Shares (m) 3.1 3.6 4.0 4.5 Available B shares (m) 2.8 2.8 2.8 2.8 Total public shares (m) 6.0 6.4 6.8 7.3 Total shares per NRA share 1.9 1.8 1.7 1.6 Effective price
Slide 24: Thank you for your attention
Thank you for your attention Please feel free to contact us if you have any questions. www.schmid-group.com
Slide 25: Appendix
C o n f i d e n t i a l Appendix
Slide 26: Recurring EBITDA Reconciliation
(€m) HY 2023 FY 2023E FY 2024E EBIT €2 9 €3 7 €2 5 Plus: Depreciation & Amortization 3 6 €7 EBITDA €3 2 €4 4 €3 2 Less: One-time non-operational impairment (Silicon Group) (€2 1) (€2 1) -- Less: Other income (Earn-outs from divestitures) (9) (9) -- Less: One-time non-operational impairment (Sharehol
Slide 27: Net Debt Reconciliation
(€m) HY2023 Adjustments HY2023 Pro Forma Non-current borrowings Liabilities towards shareholders €20 €20 Liabilities to other third-party lenders 2 2 Loans from other related parties -- -- XJ Capital Payment -- €16 16 Current borrowings Liabilities to banks 10 10 Loans from debt funds 22 (22) -- Lia
Slide 28: Profit and Loss Statement
PROFIT AND LOSS STATEMENT 2 8 (€m) FY2022 HY2022 HY2023 Revenue €95 €46 €40 Gross profit €33 €16 €13 Gross margin 35% 34% 31% Operating expenses: Selling (11) (5) (6) General and administrative (7) (3) (6) Research and development (5) (3) (4) Other operating income/expenses -- (1) 10 (Impairment) /
Slide 29: Balance Sheet
BALANCE SHEET 2 9 Assets (€m) Equity & Liabilities (€m) (€m) FY2022 HY2023 (€m) FY2022 HY2023 Intangible assets €16 €15 Non-current borrowings €34 €22 Property, plant and equipment 15 15 Provisions for pensions 1 1 Financial assets -- -- Non-current provisions -- -- Deferred tax assets 3 3 Deferred
Slide 30: Cash Flow Statement
CASH FLOW STATEMENT 3 0 (€m) HY2022 HY2023 Net profit from continued operations €7 €36 Amortization, depreciation and impairment 3 3 Changes in trade and other receivables, inventories, working capital & provisions (29) (6) Net losses from the disposal of intangibles and PP&E -- (0) Reversal of impa
Slide 31: Confidential
C o n f i d e n t i a l