leading a revolution in the lead acid battery industry · issuer aqua metals, inc. symbol /...

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NASDAQ: AQMS Leading a Revolution in the Lead Acid Battery Industry “Lead Reinvented” Corporate Presentation December 2017

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NASDAQ: AQMS

Leading a Revolution in the Lead Acid Battery Industry

“Lead Reinvented”

Corporate Presentation December 2017

This document contains forward-looking statements concerning Aqua Metals, Inc., the lead-acid battery recycling industry, the intended benefits of its agreements with Johnson Controls and Interstate Batteries, the future of lead-acid battery recycling via traditional smelters, the Company’s development of its commercial lead-acid battery recycling facilities and the quality, efficiency and profitability of Aqua Metals’ proposed lead-acid battery recycling operations. Those forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially. Among those factors are: (1) the fact that Company has not yet ramped up its initial commercial recycling facility to full scale operation thus subjecting the Company to all of the risks inherent in a start-up; (2) the uncertainties involved in any new commercial relationship and the risk that Aqua Metals will not receive the intended benefits of its agreements with Johnson Controls or Interstate Batteries; (3) risks related to Aqua Metals’ ability to raise sufficient capital, as and when needed; to expand its recycling facilities; (4) changes in the federal, state and foreign laws regulating the recycling of lead-acid batteries; (5) the Company’s ability to protect its proprietary technology, trade secrets and know-how and (6) those other risks disclosed in the section “Risk Factors” included in the Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017. Aqua Metals cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake, and specifically disclaims any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur.

Safe Harbor

2Copyright © 2017 Aqua Metals, Inc. All Rights Reserved.

Issuer Aqua Metals, Inc.

Symbol / Exchange AQMS / NASDAQ CM

Securities Offered Registered Common Stock (100% Primary)

Offering Size $15 million

Over-Allotment Option 15%

Marketing December 4th – December 7th

Expected Pricing December 8th (pre-market open)

Use of Proceeds CAPEX (including TRIC expansion), working capital and general corporate purposes

Sole Underwriter Oppenheimer & Co.

Offering Summary

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• $20+ billion addressable global commodity market

• First company to develop commercial-scale alternative to smelting

• Inaugural facility in Nevada is producing AquaRefined lead and is expected to ramp production in 2018

• Attractive plant economics for future AquaRefineries. For a 32-40 module facility(1):

– Upfront CAPEX: $50-60 million

– Annual Revenue: $100-120 million

– Annual EBITDA: $20-30 million

• Strategic partnership with Johnson Controls, Inc., the world’s largest battery company

• Intellectual property strategy will provide protection for the Company’s AquaRefining technology

– Patents allowed in the US, Canada, Korea, Australia, Japan and South Africa

• Experienced management team and Board, with deep expertise in process chemistry and lead recycling technologies

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Investment Highlights

1) Assumes 100% utilization and AquaRefined lead production of 2.4 mT/day per module.

• Aqua Metals is the developer of a patented technology aimed at disrupting the lead recycling industry, called AquaRefining (“AR”)

• The Company’s proprietary recycling technology creates high purity lead from used lead acid batteries (“LABs”) without the need for toxic smelting

– Novel and IP-protected modular equipment and process• Patented technology is the first to solve two key problems in lead recycling:

– How to dissolve lead compounds into a safe and bio-degradable electrolyte

– How to plate using a continuous process• Inaugural 16 module AquaRefining facility located in TRIC

– Produced the world’s first AquaRefined lead in 2016– Production capacity of up to 40 mT of AquaRefined lead and 80 mT of

other lead products per day at full-scale

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Company Overview

• Aqua Metals (or “the Company”) has developed an innovative lead recycling technology that produces high purity lead with reduced toxic emissions

• Corporate headquarters in Alameda, CA

• R&D and manufacturing facility at the Tahoe Reno Industrial Center (“TRIC”) near Reno, NV

• Incorporated in 2014• ~70 employees

Snapshot

Aqua Metals at a Glance

About the Lead Acid Battery (LAB) Market

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96%

4%

LABLi-ionNiMHOther

• LAB production constitutes the largest use of lead today(1) and over 95% of all battery production(2)

– Annual LAB sales are >$50 billion currently and are expected to be >$84 billion by 2025(3)

• At end of life, >99% of LABs are sent to recycling facilities for lead extraction(4) in order to address the growing shortage of high-purity lead

– Recycled lead comprises >50% of all lead produced worldwide(1), outpacing lead produced from mining

– New high-growth LAB applications such as data centers, telecoms and 48V automotive require more high purity lead

– Smelter-based battery recycling cannot produce high purity lead without additional refining

1) International Lead Association Research.2) Sandia National Laboratories, 25th International Materials Congress Presentation.3) Grand View Research Report.4) BCI International, “Study Finds Lead Batteries Are Most Recycled Consumer Product”. 5) CHR Metals Research.

Lead Market(5)

(million mT/year)

Global Battery Production(2)

(GWh/year)

Lead Acid Battery Market Overview

Global Lead Production

• Conventional LAB recycling is one of the most polluting industries globally

– Smelting is energy intensive and often highly polluting process that can leave behind large volumes of toxic solid, liquid, particulate and gaseous waste

– Smelting cannot directly produce the high purity lead required for more modern and advanced lead acid batteries

• AquaRefining produces high purity lead, at a lower cost with significantly reduced permitting and environmental impacts than is possible with smelting

– Pure: Produces ultra pure lead

– Efficient: Uses less energy than smelting

– Scalable: Modular design

– Streamlined permitting: National Emission Standards for Hazardous Air Pollutants (“NESHAP”) do not apply

The Problem and Solution to Recycling LABs

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• AquaRefining replaces the smelting step of the LAB recycling process

– Breaking, separation, de-sulfurization, plastic recovery and ingoting remain the same

• AquaRefining is Aqua Metals’ proprietary lead recycling technology. It occurs in two steps:

– The first stage produces a water-based and bio-degradable lead-containing electrolyte, that can be reused at the end of the process

– The second stage uses a rotating disc electrolyzer to continually plate and recover lead from the electrolyte

• Our proprietary combination of electrolyte processing and plating delivers a highly pure form of lead

How AquaRefining Works

1

2

Our AquaRefiners are constructed using a modular design to enable scaling both up and down to fit a plant’s desired manufacturing capacity – this approach allows AquaRefining to be added to an existing battery recycling facility.

Operating at full-capacity, each module is designed to produce 2.4 mT/day of AquaRefined lead.

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1

2

• We have proven that AquaRefining works

– Produced the first on-site AquaRefined lead using battery paste supplied by JCI in October 2016

– Commenced battery breaker operations in Q1 2017

– Cast our first lead ingots in Q3 2017

• Update on the initial 16 AquaRefining modules:

– Modules 1-12 are installed and assembled

– Modules 13-16 are installed and undergoing final assembly

AquaRefinery 1: On Track to Reach Full-Scale Production in 2018

• During testing we encountered a “sticky” lead issue

– Developing a solution with minimal costs and potential benefits

– We have commenced the retrofit of existing modules; expected completion during Q1 2018

• Planning to expand AquaRefining at TRIC with 16 additional AR modules, bringing total to 32

– Increases AquaRefined lead production from 40 mT/day to 80 mT/day – TRIC was built to support this expansion

• Multiple process improvements captured and potentially forming new IP

Aqua Metals’ AquaRefining Modules at its TRIC facility

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The World’s Largest Battery Company

• Produces 20-30% of the world’s LABs and utilizes an equivalent percentage of the global lead supply(1)

• Pioneered vertical integration and closed loop management of product life-cycle

• Significant operations in the US, Canada, Mexico, the EU and China

Material Supply and Offtake Agreement

• Established a 5-year, “rolling evergreen” supply and offtake agreement to provide the Company with used batteries on a tolling basis and to take up to 100% of the lead produced at TRIC

– Supports the expansion of TRIC and build-out of additional AquaRefining facilities

Equipment Licensing Agreement

• Aqua Metals to supply AquaRefining and related equipment to JCI to progressively convert selected locations of JCI’s lead recycling facilities to AquaRefineries worldwide

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Strategic Partnership with Johnson Controls

1) Forbes, “Johnson Controls Shores Up Its Market Share As Exide Files For Bankruptcy”.

• Expansion of Own-and-Operate is planned to start at TRIC by adding an incremental 16 AR modules to AquaRefinery 1 followed by additional AquaRefineries

– Supported and de-risked by existing supply and offtake partnerships– Potential to accelerate with additional strategic relationships

• Equipment and Technology Supply partnerships in progress with the planned rollout of our AR technology at JCI facilities

– Potential expansion in this market with additional partners• We expect to utilize both business models as we develop additional opportunities

Business Strategy

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Illustrative Scope

DescriptionAqua Metals to own-and-operate additional AquaRefineries in strategically-located regions

Aqua Metals to supply AR equipment and technology to convert and update lead recycling facilities worldwide

Reach US NAFTA, EU, China

Potential % of Market 2-4% 100%

Potential Lead Sales $400-800M $20B+

Construction Costs Moderate – lessons learned at TRIC Limited – customer funded

Equipment and Technology SupplyOwn-and-Operate

Upcoming Production and Business Milestones

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• Continue installation and commissioning of 16 AR modules at TRIC • Commence retrofit of existing AR modules at TRIC for “sticky” lead issue• Continue planning first facility and AR rollout with JCI

• Complete “sticky” lead fix on the initial 16 AR modules at TRIC• Ramp AquaRefining production at TRIC• Plan TRIC expansion to 32 AR modules • Finalize JCI and AR rollout plan at inaugural facility

• Achieve full-scale production on the initial 16 AR modules at TRIC • Commence engineering for inaugural JCI facility rollout• Finalize JCI equipment and technology supply agreement for additional facilities • Commence equipment purchases and construction for TRIC expansion• Initiate discussions with additional partners for AR installations

2017

1H 2018

2H 2018

2017 and 2018 Milestones

• IP Strategy focused on “Materials and Methods”

– We are proving electrochemical battery recycling is viable

– Protecting our breakthrough technology – 20 patent applications in 20 countries

• Chose the Korean Intellectual Property Office (“KIPO”) as the lead examiner – Very thorough and rigorous examination

– All claims were allowed and set a strong precedent for our other patent applications

• Since June 2017, patents have been allowed in:

– US

– Canada

– Korea

– Australia

– Japan

– South Africa

Our Strong IP Portfolio

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Stephen Clarke, Co-Founder, CEO and Chairman• 20 years of successful experience in technology development and commercialization of batteries and battery materials • Prior experience in accounting lead management consulting at BDO and manufacturing management in aerospace

Selwyn Mould, Co-Founder, COO and Director• 10 years of successful experience in technology development and commercialization of batteries and battery materials• Prior experience in turn-around consulting and operations management in chemicals, automotive, glass and batteries

Mark Weinswig, CFO • Nearly 20 years of successful experience in finance roles for technology-focused public companies • Prior experience as an equity research analyst and CPA

Mark Slade, Chair of the Compensation Committee• Former Director of the London Metals Exchange; experienced and successful in metals and commodities trading

Mark Stevenson• Former Head of Asian Operations for RSR / EcoBatt; experienced and successful in lead smelting and battery recycling;

owner and organizer of bi-annual Secondary Lead Conference

Vincent DiVito, Chair of the Audit and Nominating & Corporate Governance Committees• Experienced in accounting and financing of NASDAQ companies; former CFO of fast-growing specialty chemicals company

Experienced Management Team

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Executive Team

Independent Directors

Financial Overview

Financial Update and Capitalization

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Q4 2017 Guidance

Cash and Cash Equivalents $17.5 million

Debt $14.3 millionInterstate Batteries, 11% Secured Convertible Note, $7.12 Conversion Price, Matures May 18, 2019 $5.0 millionGreen Bank, Prime Rate plus 2-6% Secured Loan, Matures November 3, 2036(1) $9.2 millionThermo Fisher Financial Service, Capital Lease Obligations $0.2 million

Warrants Outstanding (in thousands of shares) 2,341 Interstate Batteries

$7.12 Exercise Price, Expires May 24, 2018 702$9.00 Exercise Price, Expires May 24, 2019 1,605

National Securities Corporation, $10.00 Exercise Price, Expires November 21, 2019 33

Common Stock (Outstanding as of September 30, 2017, in thousands of shares) 20,401Management: 2,487 12.2%Strategic Partners: 1,413 6.9%Other Insiders: 848 4.2%

Capitalization as of September 30, 2017

Revenue at or slightly below the prior guidance range of $1.2 million to $1.8 million

1) Net of issuance costs.

Operating Results

Three Months Ended Nine Months EndedSeptember 30, September 30,

($ in thousands, except per share data) 2017 2016 2017 2016

Product sales $ 589 - $ 1,192 -

Operating cost and expenseProduct sales cost $ 3,140 - $ 5,671 - Research and development cost 1,367 1,887 6,538 4,080 General and administrative expense 1,925 1,434 4,897 4,245 Impairment charge - - 2,411 - Total operating expense $ 6,432 $ 3,321 $ 19,517 $ 8,325

Loss from operations $ (5,843) $ (3,321) $ (18,325) $ (8,325)

Other income and expensesInterest expense $ (454) $ (203) $ (1,250) $ (318) Interest and other income 7 7 28 22 Total other income (expense), net $ (447) $ (196) $ (1,222) $ (296)

Loss before income tax expense $ (6,290) $ (3,517) $ (19,547) $ (8,621) Income tax expense - - (2) (1) Net loss $ (6,290) $ (3,517) $ (19,549) $ (8,622)

Basic and diluted net loss per share $ (0.31) $ (0.23) $ (0.99) $ (0.58)

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Balance Sheet

September 30,December 31, September 30,December 31,2017 2016 2017 2016

Assets LiabilitiesCurrent assets: Current liabilities:

Cash and cash equivalents $ 17,523 $ 25,458 Accounts payable $ 2,380 $ 1,572 Restricted cash - 1,124 Accrued expenses 2,045 1,975 Accounts receivable 577 - Deferred rent, current portion 188 177 Inventory 1,218 59 Notes payable, current portion 420 307 Prepaid expenses and other current assets 856 729 Total current liabilities $ 5,033 $ 4,031

Total current assets $ 20,174 $ 27,370 Non-current liabilities:

Non-current assets: Deferred rent, non-current portion $ 821 $ 963 Property and equipment, net $ 45,485 $ 41,392 Asset retirement obligation 691 - Intellectual property, net 1,327 1,137 Notes payable, non-current portion 8,917 9,238 Other assets 1,219 1,630 Convertible note payable, non-current portion 1,005 307

Total assets $ 68,205 $ 71,529 Total liabilities $ 16,467 $ 14,539

Stockholders' equityCommon stock $ 20 $ 18 Additional paid-in capital 99,529 85,234 Accumulated deficit (47,811) (28,262)

Total stockholders' equity $ 51,738 $ 56,990

Total liabilities and stockholders' equity $ 68,205 $ 71,529

($ in thousands)

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www.AquaMetals.comNASDAQ: AQMS