UBCO - Utility Electric Vehicle

UBCO was founded on the idea of a Utility Electric Vehicle (UEV) that would transform the way people ride, work and play. UBCO has established an Oregon (US) based office, launched their road legal 2x2, and grown revenue to ~$3m.

Minimum investment: $1,000.45

$1,828,885
Offer live
$671,115 still available
Min target: $1,500,000 (9.09% equity) Max target: $2,500,000 (14.29% equity)
30 days Time left
$1,828,885 Offer live
$1,500,000 Min target (9.09% equity)
$2,500,000 Max target (14.29% equity)
$671,115 Still available for investment
30 days Time left
(unless fully subscribed prior)

Further detailed information is contained in the Information Memorandum (IM)

Download IM

UBCO was founded on the idea of a Utility Electric Vehicle (UEV) that would transform the way people ride, work and play.

Since it was established in 2015, UBCO has evolved into a digitally connected UEV platform including on and off road transport (2×2), portable power, accessories, and cloud-based software.

Founded in New Zealand, UBCO can now be found in international markets including the United States and Australia. We are passionate about providing a complete solution to our customers, from an individual user to Fleet Managers, and have developed our product range to support a wide range of applications.


Our Business

UBCO develops, markets and distributes Utility Electric Vehicles (UEV) which have three connected products and services: Portable Power, Accessories and Subscription Software. We generate revenue by selling these products and services both directly and through an approved dealer network.

UBCO developed its first utility electric vehicle (UEV) the 2x2 as a platform vehicle in 2015. The focus was getting the vehicle into the widest possible range of applications, geographies, and climates to understand what really drives off road performance in an electric vehicle. Our customers have prized its lightweight, quietness, simplicity, safety and utility features.

This product platform combines UEVs with three enabling products and services: Portable Power, Accessories and Subscription Software to provide a sticky eco-system that increases lifetime customer value.

The interchangeable portable power system that can be used independently of the vehicle combined with UBCO’s SaaS overlay provides a blank canvas for a wide range of real world applications from farming and tourism to delivery, conservation, commuting and emergency services (to name a few).

A Unique Drivetrain

The drivetrains of UBCO’s 2 and 4 wheeled UEVs are engineered with a unique approach. Instead of a traditional drivetrain with chains, gears and clutches, UBCO has developed a robust hub motor, battery and control system that removes these elements, simplifying the product and making it lighter and safer.

Blue Ocean

A blue ocean opportunity exists as most of the electric vehicle investment has been focused on the on-road market, where as UBCO’s target market uses include outdoor and recreational, agriculture and commercial, and urban commuter applications.

Disruptive & Agile

UBCO has rapidly iterated its successful first product and is moving very quickly to expand. Our growing portfolio of knowledge and IP in the area of off road electric vehicles provides an ideal opportunity for strategic investors. Our products have created a new market category and are complementary and additive to leading manufacturers such as Polaris, Canam and John Deere.

A Large Opportunity

There is a fleet of 10 million Utility Vehicles in the US. Electrifying this fleet presents a significant opportunity for the brand that can successfully commercialize the platform to lead this revolution.


Market Focus

UBCO has three key markets globally: agriculture and farming; recreation and adventure; urban and metropolitan, with proven sales and adoption in agriculture and recreation. UBCO has successfully entered the New Zealand, Australian and North American markets, and will enter Europe in 2019.

UBCO’s primary focus is the North American off road recreation and commercial markets for both 2 and 4 wheel vehicles ($12.7b USD / $19.2b NZD) alongside naturally competing in the on road market ($6.21b USD / $9.4b NZD). Recreational usage includes hunting, camping, RV touring and recreational riding. Recreation is expected to be a key sector for UBCO especially in the United States, where 40% of the market is off road recreational. Commercial usage includes UBCO’s initial market of agriculture but has quickly grown to include commercial fleets for postal services, tourism, conservation, civic service operations and delivery operations.

Distribution Control

UBCO operates its own distribution, sales and marketing in the United States and New Zealand. Distributors sell to a network of UBCO-approved dealers. To date there are 91 dealers selling UBCO 2x2s and products globally. A dedicated team provide service and support to this growing dealer network.

Sticky Product Platform

UBCO has developed a sticky product ecosystem that utilizes an interchangeable power supply across all its UEV’s, providing on demand power enhanced by a SaaS overlay, giving users control and advanced ownership features.


The Ask

We are looking to raise capital with a minimum of $1.5m NZD, and a target of $2.5m NZD. An additional $2.5m is targeted over time from Funds or Family offices, with a view to providing structured assistance as we lead into a further funding round in late 2019/early 2020. The Directors may choose to offer more than $2.5m NZD in the event of reaching the initial target raise through Snowball Effect.

Use of Capital

UBCO has established a flexible business plan that enables us to scale relative total capital introduced.

UBCO's forecasts factor in additional downstream capital to drive our growth potential, ahead of growth in revenue. As a result, the business is expected to have negative EBITDA until the end of the forecast period.

Use of Shareholder Capital
Product R&D - Optimisation and Pipeline Realisation 26%
Customer Acquisition, Service and Support 24%
Production Tooling and Other Capital Expenditure 18%
Human Resources - New Head Office FTEs 16%
Other Operating Costs 10%
Global Marketing Support 6%
Total Capital Used 100%

Team Overview

Photo of BOB RALSTON

BOB RALSTONUS DIRECTOR

Bob is a visionary entrepreneur with an eye for detail. A practical outdoorsman, handy contractor and an experienced utilities electrical engineer who helped establish the first electrical grid for one of the pacific islands. Bob founded Feeney Wireless and developed it into an leader in the field of IoT before exiting to Novotel Wireless in 2015.
Photo of KATHERINE SANDFORD

KATHERINE SANDFORDCHAIR/DIRECTOR

Katherine developed her career at Trimble Inc and held leadership roles in Customer Service, Sales & Distribution, and served as General Manager across several vertically focused businesses. Over more than 20 years, she worked in Europe, the United States and New Zealand. Katherine is a professional Director, serving on several Boards as well as chairing the UBCO Board of Directors.
Photo of TIM ALLAN

TIM ALLANCEO/MD

Timothy Allan has over 20 years of experience as an innovation and R&D Leader. Prior to leading UBCO, Timothy established his own product development company Locus Research and led it for 15 years. Timothy has operated across diverse industries from sporting and equipment, to construction products, medical devices and aerospace. He has advised some of New Zealand's leading companies on R&D and Innovation as well as being an active early stage investor.
Photo of DARYL NEAL

DARYL NEALDIRECTOR/CO-FOUNDER

Daryl has over 20 years of experience as an Industrial Designer, 10 of which have been in the field of electric transportation. Daryl has been responsible for the introduction of numerous products to the international market. He brings practical and desirable solutions born from a strong understanding of the global market needs and emerging technologies.
Photo of TOM HAYWARD

TOM HAYWARDCPO

Tom has over 15 years of experience in leading teams in high-performance automotive environments, involving product development and technical support to faultless performance. His strengths lie in the technical aspects of product development and review and improvement using both a technical and customer-centric approach.
Photo of VANESSA HO

VANESSA HOEVP

Vanessa Ho is an investor, and an experienced executive with an MBA from INSEAD. She has over 20 years of global general management experience having been the Chief Country Representative of supply chain consultant Ariba in China, Brand Director for watersports company NeilPryde, Senior Manager at Adidas Asia Pacific, and Director of Go-to-Market for Reebok Asia Pacific.
Photo of ROB BECK

ROB BECKCTO

Rob is an experienced Electronics Engineer and leader across New Zealand's high tech landscape. He has over 20 years of experience in the electronics industry, with significant experience in developing and manufacturing embedded systems across broad markets ranging from mass market consumer to the highly regulated aerospace.

UBCO US

Photo of ETHAN RALSTON

ETHAN RALSTONUS PRESIDENT/CEO

Ethan is an experienced entrepreneurial executive within the technology industry. After 13 years in presidential, CEO and VP of Business Development roles at Feeney Wireless, later Inseego with Novatel Wireless, Ethan has developed a broad range of skills, with strengths in LTE, Sales, Marketing, Financial Management, IoT, Electric Vehicles, and Customer Retention.

Product Strategy

UBCO has a clear product strategy which is technology driven but educated by the market and by staying close to our customers.

UBCO developed its first utility electric vehicle (UEV) the 2x2 as a platform vehicle. The focus was getting the vehicle into the widest possible range of applications, geographies, and climates to understand what really drives off road performance in an electric vehicle. Our customers have prized its lightweight, quietness, simplicity, safety and utility features.

This product platform combines UEVs with three enabling products and services: Portable Power, Accessories and Subscription Software to provide a sticky eco-system that will evolve over time. These enabling products and services increase lifetime customer value whilst providing a more effective product for their use.

Combining a utility vehicle with a simple interchangeable portable power system, that can be used independently of the vehicle, offers a wide range of advantages for customers that currently no other companies provide.

The 2x2 has provided a blank canvas for a wide range of real world applications from farming and tourism to delivery, conservation, commuting and emergency services (to name a few).

UBCO has taken a unique approach to the drive train of the UEV. Instead of a traditional power train delivering power through a belt or chain, it has developed a robust hub motor, battery and control systems that remove the external drive train, simplifying the product and making it simpler, lighter, and safer. A quality that is transferrable from a 2-wheel vehicle to 4 with the same architecture and advantages.


UBCO 2x2

Two wheels, two motors, no gas, no noise. The UBCO 2x2 will redefine the way you ride, work and play.

Iconic Design

The first vehicle developed in the UEV program was the 2x2. Several 2x2 generations have already sold in-market through established sales channels in New Zealand, Australia and the United States (2017 and 2018 2x2 models).

The 2x2 is under continuous development with 2 generations under development for completion by April 2019 (Generation 5) and a complete ground up redesign which is due into the market by February 2020 (Generation 6). The 2x2 category will diversify to include model variations targeted at specific market niches:

  • Off Road: An unregistered version able to be sold in a wider range of channels without any requirements for registration.
  • Dual Purpose: The existing core product capable of on and off road use.
  • On Road: A purer on road experience tailored to suit on road users including a higher top speed.

These variations would be achieved by varying the specifications of the core design through the drives, batteries and control.

Dual Electric Drive

With a motor in both wheels — no clutch, drive-train, emissions, or noise — you’ll say hello to improved traction, all-terrain performance and improved handling.

AT Suspension System

Built with front wheel drive in mind to bring you a smoother, more compliant ride that can be adjusted to zip around the city, or tackle your favorite off-road track.

The Power To Go

No more running out of juice for your phone or tools. Keep your battery life and your productivity at 100% by charging directly from the Portage Battery System.

Adaptive Design

Accessory lugs allow you to attach anything from a surfboard, to our custom cargo decks to fishing rods. The 2x2 loves to be kitted out!


UBCO 4X4

A natural extension of the 2x2, the 4x4 takes the technology UBCO has developed to provide greater utility for our customers. It addresses a significant market opportunity and leverages UBCO's brand into its most logical category appealing to many existing 2x2 customers.

Eliminate to Create

The technology platform UBCO has developed offers real innovation to the existing UTV/ROV market through a dramatically different approach to the drivetrain. By utilising four independently controlled hub drives it eliminates the mechanical transmission, including gearboxes, differentials, drive shafts, and axles, provides a significant weight and manufacturing cost saving, while also decreasing the environmental impact of the product. Leaving plenty of room for carrying the things you need.

Safety Driven

One of the biggest risks of ATVs and UTVs internationally is their poor safety record. This is the result of the high centre of gravity and limited on-board technology. UBCO has internally made a commitment to make the 4x4 the safest utility vehicle on the market by combining the benefits of four-wheel traction control, massively reduced weight with the latest developments in vehicle technology through vision and sensors. The vehicle would monitor its position predictively in a way most drivers cannot.

Powered Differently

The 4x4 would use the Portage Power System in series to deliver the required amount of power for the vehicle. This provides the user a power supply which can be used for different purposes. It also provides a common system that can be interchanged between the vehicles.

The 4-wheel UEV (4x4) product entered research in 2018 and the first version is targeted for production by January 2021 in the US (which is currently the largest manufacturer of UTVs internationally). It initially features a two-seater for general recreation and work. Over time the 4x4 would be developed into a range including 2, 3 and 4 seaters to service the widest possible market.

Simple Power

UBCO's drivetrain removes the gearbox, mechanical transmission, axles, driveshafts and axles to save a significant amount of weight and complexity. With a fully fly by wire electronic steering system it will create one of the simplest vehicles of its class globally.

Light & Safe

With a lower centre of gravity and greatly reduced weight the 4x4 will take a preventative approach to safety using modern automotive sensors and technology. With four independent wheels, each can dynamically react to the vehicles context to deliver a more advanced form of control.

Flexible Power

Capable of carrying a large capacity of portable power systems, the 4x4 will deliver the next level of portable power. Easily interchangeable with the 2x2 it also delivers UBCO customers huge flexibility.

Work Horse

With the reduced complexity and increased space, the 4x4 will be a load carrying workhorse with increased storage and options for users. Extending the 2x2's simple attachment system providing true compatibility across accessories between the products.


Portable Power

The word portage traditionally refers to the action of carrying or transporting something. This embodies our goal of providing a clean, rugged, portable power solution to our customers. UBCO’s key point of difference is having a vehicle to both carry and utilise the power system, something which currently no other company can offer.

UBCO has released a range of portable power (Portage) systems through the existing 2x2 through established sales channels in New Zealand, Australia and United States (40Ah and 48Ah Li-ion power supplies). These existing systems can be used through the 2x2 to use power via 12v DC.

In 2019 a new Portage system will be released that will incorporate the ability to use the power system independently of the vehicle. Over time the Portage product line will continue to diversify to include product ranging with different capacities (3kW to 10kW). This will follow the general increases in energy density of Lithium cells to minimize the weight gain.

Common Power

The ability to use the power system independently of the vehicle. Over time the Portage product line will continue to diversify to include product ranging with different capacities (3kW to 10kW). This will follow the general increases in energy density of Lithium cells to minimize the weight gain.


Accessories

One of the core features of the 2x2 UEV is the 17 drop forged lugs on the alloy sub frame. This enables us to offer a growing range of UBCO accessories and approved third party accessories which add utility and enhance the customer experience.

Currently, UBCO offers 7 accessories to customers (pictured), including front and rear decks, side panniers with bags, a towball mounted car rack and an adapter pack that allows customers to mount their own accessories on the 2x2. Since its introduction in early 2018, the Accessories line has proven to be extremely popular – with more than 1,000 units sold to date.

Tools for the Trail

There is a range of new accessories which are under development including a trailer, toolboxes, hard sides (for attaching tools to), and a heavy mud kit.

The Look

UBCO is developing simple farings for varying the look of the 2x2 without causing inventory headaches. The textured sides use the lug attachment points and enable a user to easily vary the color, texture and look of the 2x2.

You've Got the Power

UBCO will also be developing powered accessories over time that utilise the on- board and portable power systems. This will enable features like powered and braked trailers and hard powered panniers for charging devices. These are linked to the 6th generation of the 2x2.


SaaS - Software as a Service

UBCO operates a cloud-connected application that is already in use across New Zealand, Australia and the US (iOS/ Android). This is used to control the settings of the UEV, provide over the air updates, and enable remote diagnostics and troubleshooting. This is provided free to users to enhance the customer experience and improve after sales service.

This service will be significantly expanded to incorporate more developed IoT infrastructure as more devices are added to the platform. UBCO has a two-part strategy to generate revenue:

  • Software as a Service (SaaS) for end consumers: this will provide both a mobile phone and web interface with premium features targeting safety, security, tracking and additional performance.
  • Application Programming Interface (API) for businesses to use and/or modify sensors and performance, and access data off UEVs and portable power supplies. Providing opportunities for fleet management and data collection.

It is envisaged that the development of both the cloud infrastructure and required UEV hardware would enable the SaaS system to be commercially introduced during 2019.

The SaaS system would allow for the collection of data on the bikes and other relevant data streams that may be used in the development of the bikes or commercially for other purposes. This can include physical, environmental, climatic and other useful information given the UEVs already wide geographic placement. It also allows UBCO to consider, participate or partner in ride sharing or vehicle subscription models as it develops over time.


Retail Pricing

Sales Pricing

Accessories and Spare Parts

2x2

It is assumed that product ranging will come into force over time which will result in retail pricing from $5,000 USD to $10,000 USD with differing features and performance. Pricing is per unit sold, and excludes any Software, Accessories and Spares sold related to each vehicle or user.

The average pricing in other markets is below that of the US due to New Zealand and Australia pricing considering the local market use, conditions, and relative competitive pricing environment. All other markets are expected to mirror established or planned US price points based on existing market feedback, competitor pricing and product capabilities.

4x4

The 4x4 will be priced competitively based on the expected product specifications, ranging available and relativity of pricing to expected competition in the space.

Power System

The Portage Power System will develop into a standalone range of products with different capacities and features. This will drive an increase in the average MSRP between 75-90% from pricing established today (with New Zealand and Australia increasing at the upper end of the range).

Accessories and Spare Parts are grouped together as the total revenue will vary consumer to consumer, and are related solely to UEV unit sales (2x2 and 4x4).

Accessories

Accessories sell in higher volume in the US compared to other markets statistically (and from market evidence to date) so average total retail sales per UEV sold has been forecast higher for the US market versus the rest of the world. The increase of this over time is linked to the higher per UTV sales average in the US market relative to 2-wheel Dual Purpose Vehicles. This is positively affected by the introduction of the 4x4.

Spare Parts

These are forecast over the lifespan of a UEV. Intensity of use will drive spares consumption. Agricultural & fleet applications may see 365 day a year use, whereas recreational users will be a fraction of this total. The recreational market is dominant in the US which lowers spares consumption relative to other jurisdictions which are more agriculturally focused.

Whilst it is anticipated that with each model release the total maintenance requirements will reduce per vehicle (especially considered against combustion engine alternatives), the introduction of the 4x4 will increase the average cost per UEV user overall (given the 4x4 will be a vehicle class with a higher total cost of manufacture due to size and complexity and therefore underlying parts for service).

The Spare Parts value is a conservative estimate of lifetime value of spare parts used (limited to 2 years of repairs).

Software

Subscription software is an area where UBCO will continue to develop a deeper understanding of the commercial opportunities both directly and through partnerships with other companies. Due to its limited current impact on projections, no detail is provided here.

Market Development

UBCO launched its first Utility Electric vehicle in its home market of New Zealand in 2016. The bike was named the 2x2 for the two hub motors in its front and rear wheels which enabled better traction and more torque in off-road conditions. The first 2x2s were used primarily in agriculture and farming, including dairy, drystock, horticulture, viticulture and forestry. Initial production runs sold out quickly and UBCO established good credentials and a global following in this market.

By 2017, customers indicated the desire for a road legal version of the 2x2. UBCO then launched the Dual-Purpose 2x2, built on the same chassis, but designed for road legal compliance with the United States Federal Motor Vehicle Safety Standards (FMVSS) and the European ECE Whole of Vehicle Type Approval (WVTA). Compliance with these two standards provides general global compliance enabling other markets to be entered more easily downstream. With the Dual-Purpose 2x2, UBCO entered the United States and Australian markets in 2018 and will enter Europe in 2019.

The introduction of the Dual-Purpose 2x2 expanded opportunities in the recreational and commercial sectors which are the two largest sectors within the off-road vehicle market. Though the bike is built for off-road usage, customers greatly appreciated the ability to ride it on roads as a licensed vehicle where required.

Recreational usage includes hunting, camping, RV touring and recreational riding. Recreation is expected to be a key sector for UBCO especially in the United States, where 40% of the market is off-road recreational. Commercial usage includes UBCO’s initial market of agriculture but has quickly grown to include commercial fleets for postal services, bike rental and sharing services, tourism, conservation, civic service operations and delivery operations.

UBCO has planned entry into the UTV market in 2021 with the 4x4, a four-wheel UEV (Side by Side). This is targeted at increasing our range of products and our total addressable market. UTVs also command higher per vehicle average accessory sales of US$920 compared to US$200-US$300 for motorcycles and ATVs.

UBCO has grown rapidly over the last 12 months through the launch of the 4th Generation 2x2 with a user controlled application along with a suite of accessories that expand on the products use. It has also built a more expansive dealer network that can deliver increased sales and awareness.


Global Sales Channels

UBCO currently sells products through distributors in 3 geographies: New Zealand, Australia and the United States. Each distributor sells to a network of UBCO-approved dealers. To date there are 91 dealers selling UBCO 2x2s and products globally.

Within 5 years UBCO plans to grow its global presence, resulting in three geographical territories:

  • North America (United States and Canada)
  • Europe (EU, UK, Norway and Switzerland)
  • Australasia (Australia and New Zealand)

Our intent is to have a minimum of one distributor in each region managing vertical market focused dealer networks across their defined geographies.

We have five strategic objectives across all three regions:

  1. Extend Geographical Reach by expanding and adding distribution and dealer networks
  2. Grow Customer Base across each category of customer, ie Individual, Corporate and Government
  3. Develop and Add Channels including distributors, dealer networks, internal direct sales capabilities and an eCommerce platform that complements dealer and direct sales efforts
  4. Develop Vertical Markets, specifically:
    1. Agriculture
    2. Tourism, Adventure and Recreation
    3. Conservation, Parks and Forests
  5. Build Capability to Sell All Products within the channel(s), through traditional sales and eCommerce

Our general philosophy is to establish distribution partnerships that will endure for the long term. UBCO is committed to the highest standards of customer satisfaction and safety globally. This commitment is reflected in our approach to training and customer service across all stakeholder groups, and we expect our channel partners to represent UBCO in the same vein. Given that, our selection and onboarding process for distributors and dealers is rigorous, but once part of the UBCO team, we are committed to ensuring success for all parties.


Distribution & Sales Model

UBCO operates a mixed distribution model and has a multi-channel approach to sales. Typically, this will involve:

Distribution

In New Zealand, UBCO performs the role of National Distributor and predominantly wholesale to an approved network of dealers.

In all other markets product is imported and sold by an independent distributor or distributors, who directly sell into a dealership network.

Independent Distribution

These distributors purchase product wholesale DAP or FOB from UBCO and manage the territory granted in their distribution agreement. They will be the importer of record for any road registrable product with the national regulator.

UBCO works with each distributor to set Manufacturer Suggested Retail Pricing (MSRP). The distributor will in turn establish selling prices in the market for their dealer network.

The conventional structure of distribution margins to date are as follows:

  • Core products will typically be sold at between 20 to 25% discount off dealer pricing;
  • Spare parts will typically be sold at an average discount, across all markets, of 33% off dealer pricing;
  • Accessories will typically be sold at an average discount, across all markets, of 36% off dealer pricing.

These margins may vary country to country depending on the selling model. UBCO seeks to provide price relativity across the different markets whilst taking into account market specific factors.

Direct Distribution

New Zealand is the home market and provides an ideal test bed with a very diverse range of climates and geographies to test on within a relatively compact land mass. It also has applications which offer some of the highest duty environments possible for product testing.

New Zealand has a simple regulatory and compliance environment that enables rapid testing and adoption of innovative technology and products in a low compliance environment (right through to retail). UBCO considers it strategically important to own and control this market to enable a close relationship with customers.

Importation, warehousing, technical, management, regulatory, compliance and sales teams are established across all three countries.

Dealer

Dealer margins are set by the distributor but take into account the MSRP established with UBCO. The average dealer margins across territories to date are as follows:

  • Core products sold to dealers, across all markets, at our existing dealer discount off MSRP of 20%;
  • Spare parts and accessories sold to dealers, across all markets, at our existing average dealer discount off MSRP of 35%.

Our US Market Focus

Globally the US market was isolated as the largest potential market for a high value off road UEV. There is a large pool of users with a fleet (10m+) that has not been electrified. With limited competition and investment in the off road space UBCO has identified this as the Blue Ocean opportunity.

Through analysis and in market experience UBCO narrowed its initial focus to the US off road recreational market. Two thirds of all motorbikes, All-Terrain Vehicles (ATVs) and Utility Task Vehicles (UTV) market are used off road and 70% of these users are recreational.

It is likely that through this UBCO would sell into the agricultural and farming market in the US organically due to product exposure. UBCO has planned entry into the UTV market in 2021 with a four wheel UEV (Side by Side). This is targeted at increasing our range of product and our total addressable market. UTVs command higher per vehicle average accessory sales of over $900 USD compared to over $200 USD for Dual Purpose motorcycles.

Channel to Market

UBCO currently distributes through a network of approved dealers in the US market and globally. In the US there are approximately 9,749 motorbike and ATV retail outlets, with almost half (4,606) focusing on new vehicle sales and the remainder (5,144) on used motorbikes & ATVs.

The US market is regulated at the top level by the Consumer Product Safety Commission (CPSC) and EPA for off road, with the National Highway Safety Transportation Authority (NHTSA) governing on road use. Each state also has specific regulations around the sale and purchase of motor vehicles through the Department of Motor Vehicles (DMV). Collectively these create reasonable barriers to entry for newcomers.

Competitive Landscape

There are six dominant companies in the US market across all the categories of motorcycles. These are all internal combustion engine (ICE) companies:

Polaris, John Deere, Honda, Yamaha, Can- nam, and Harley Davidson. We compete directly against: Polaris, John Deere, Yamaha, Can-am, and Honda. Some of these companies have electric vehicle programs commercially (Polaris) but these are still in their infancy.

Electric Vehicle Brands operate at significantly lower volumes in the US market currently. Key competitors in the electric motorcycle space include: Zero Motorcycles, Alta Motorcycles, and GenZe. Both Zero and Alta offer higher power motorcycles with higher costs whilst GenZe (Mahindra) offer a more affordable traditional scooter/moped option. Textron currently offer electric buggies which compete in the UTV and off road segment through several brands they own.

Electric bicycles cross over into the EV space with on and off road offers which can provide speeds up to 45kph but have variable legislation in the US across jurisdictions.


Competitive Advantage

UBCO has been able to create a clear value proposition over and above other players in our current markets. From an operational and product perspective, UBCO has several clear points of difference:

  1. The 2x2 is the only vehicle of its type in production in the NZ and AU markets, competing directly against mainstream brands such as Polaris, Canam, Honda, Yamaha and John Deer, which manufacture combustion engine vehicles (2 and 4 wheel). People buy UBCO products because of the design, quietness, safety, utility, simplicity, and the increasing shift towards more sustainable products. There are currently no electric vehicles which compete in UBCO's market space. The 2x2 is an innovative product which uses a completely different drivetrain to any other manufacturer.
  2. The US compliance that UBCO has been able to attain is an asset as it is a complex system that provides a 1-2 year moat for market entry and compliance with the regulatory system at a federal and state-based level.
  3. The platform further differentiates UBCO over the medium and long term, creating a truly international brand and ecosystem.

Service & Support for Distribution & Dealers

Education is a vital part of creating a vibrant and effective distribution and dealer network. We have created the 'UBCO University' which covers sales and technical training for all levels of our network and also extends to end customers through instructive video clips. We have a high level of engagement with our network that we expect to grow over time through increases in our resource to acquire and serve our customers.

A cornerstone of our after sales support is UBCO’s Dealer Training Program and the UBCO Distributor & Dealer Portal. Dealer training in the form of workshops and online content capped with accreditation ensures all dealers are equipped to both sell and service our products. The Distributor & Dealer Portal is an online platform that connects UBCO with its distributors and dealers worldwide. It gives channel partners access to technical documentation, training videos and content, and market-relevant information on spare parts and warranty application processes among other things.

Marketing

Our mission statement is “To enable people to do inspiring things. Inspirational journeys, exploring our planet, saving our parks, working smarter and safer. We want a better world and we want our products to help you make a difference in it.” this forms the backbone of our marketing approach. We aim to touch and inspire our customers (end-users) at all four stages of the customer journey. We have broken down our marketing strategy into four parts:

1. Awareness & Profile: this is where a customer first learns about UBCO. This has been achieved through events, mainstream media coverage (organic PR), targeted PR, social media advertising and content marketing. UBCO has developed an 'Ambassador Program' that will bring in inspiring people that believe in our product and produce content through their occupations and will be a core part of our new global marketing site 'Silent Journeys'.

2. Experience & Education: getting to know us - this is aimed at getting a customer onto a 2x2 through local dealers and events. We augment this with a variety of educational content including fact sheets on specific parts of the vehicle and also application case studies and guides to make it easier to see how the vehicles are used in context.

3. Sales & Support: once someone has purchased a product we want to ensure they get effective after sales support and information. UBCO is implementing a unified global help desk which will enable timely support and tracking for all customers internationally.

4. Community & Knowledge Base: our goal is to create a community of 25,000 active users by 2025. This would be achieved through social media engagement and delivering an active 'knowledge base' for customers that is driven by our customer service system so we can actively engage with customers and enable customers to share stories, ideas and solutions about how the 2x2 is structured.


Operations

UBCO has developed a progressively more structured approach to development, manufacturing and compliance since the company’s formation in 2015. With the introduction of the first road legal vehicle came the need to build further structure and capability within our team in both New Zealand and the US.

Manufacturing

UBCO has driven a contract manufacturing model with all components manufactured by specialised companies (i.e. batteries, drives, frames) due to the hugely different plant equipment, skills, and experience involved. The supply chain is global with key parts coming from the United States, New Zealand, United Kingdom, Taiwan and China.

The primary region for our production is in China (Kunshan & Wuxi). These locations were selected due to high density of suppliers with experience in bike, motorcycle, and electric vehicle manufacture from drive control through to frame and battery manufacture.

UBCO has a tiered supply chain that involves all controlled assemblies, sub-assemblies and parts. UBCO develops and specifies all components from specialised manufacturers (Tier 2 Supplier). These are then supplied into a Whole of Vehicle Specification and assigned for assembly at a Master Assembler (Tier 1 Supplier).

The Tier 1 Supplier holds the compliance and certifications to enable the production of both on and off road motorbikes globally.

Tier 1 Supplier (Master Assembler):

  • QC, ordering/inventory, assembly, compliance.

Tier 2 Supplier (Part Supplier):

  • Drives/wheels manufacture and assembly;
  • Control system manufacture;
  • Battery manufacture and assembly;
  • Frame manufacture and finishing;
  • Power cabling and plugs;
  • Other

Tier 1 Master Assembler

UBCO’s Master Assembler (Tier 1) is the largest electric motorcycle manufacturer in China (and potentially globally). The role of our Tier 1 assembler is to manage the Tier 2 supply chain, inbound quality control, assembly and final assembled product quality assurance.

The Master Assembler also plays a critical role in compliance and certification as they are required to hold external quality control certifications (ISO) and submit to certification reviews where necessary.

Our Master Assembler is accredited by the Chinese Vehicle Testing Centre to Issue VIN codes, and have the required accreditations to meet ECE (European) compliance requirements for production of on road vehicles (in the class UBCO requires).

They also have a significant testing facility that enables robust levels of performance analysis and testing covering: the lifecycle (accelerated), environmental (electronics), structural, electrical and control testing (physical).

Direct Supply Chain Structure

UBCO has direct relationships and contracts with its sub-tier supply chain, which provides the opportunity for more than one assembly plant and location. There may be downstream advantages to assembling the product in North America and Europe, whilst still getting the benefit of our supply chain.

As UBCO has developed many of the parts and assemblies, direct supply contracts provide clear agreement on warranties and obligations.

Quality Assurance

UBCO has established a QA Manual and Strategy that includes:

  • Design and Development;
  • Production and Manufacture;
  • Product Delivery

UBCO has a documented QA process which is being progressively implemented by two senior staff with significant supply chain and quality management experience in China.

This includes:

  • QC documentation and check-lists for major parts or assemblies
  • Incoming parts QC
  • Production manual and sub-assembly and assembly step QC – with QC checkpoints
  • Recording of critical assembly serial numbers against VIN (Vehicle Identification Number) i.e drives, battery, ECU
  • Final stage QC, manufacturer PDI (Pre- Delivery Inspection)
  • Final shipment sign-off by UBCO representative

Compliance

UBCO has a broad compliance team which considers issue reporting and makes determinations in relation to safety and notifications to regulators (such as NHTSA). This cross functional team covers engineering, manufacturing, management and compliance.


Knowledge & IP

UBCO has an integrated IP program that incorporates both registered and un- registered IP across all subject matter:

  1. Trademarks – for our global brands.
  2. Design Patents/Registrations – appearance of products under PCT;
  3. Utility Patents – function of products under PCT;
  4. Trade Secret – where disclosure is not desirable.

Registered IP

These are collectively filed under international convention: Patent (PCT) and Trademark (Madrid Protocol) to provide the best priority date and maximum coverage internationally. This typically covers key markets, country of manufacture and corporate headquarters (New Zealand) to ensure freedom to operate.

Trade Secret

UBCO has developed and will continue to develop electronics (hardware and firmware), and software with parameters and algorithms to effectively control the system. Collectively these are subject to continuous improvement over time, and are encrypted through embedded systems resistant to third-party reverse engineering. We control access rights to both hardware (schematics) and firmware, for example the Electronic Control Unit (ECU), or brain is made in New Zealand under our direct control.

UBCO has developed subject matter knowledge and IP in the following key areas:

  • Power Train & Systems – drives, controllers, batteries.
  • Structure & Suspension – front and rear, frame structure & configuration.
  • Communication & Control – ECU, telematics, software etc.
  • Human Factors & User Interaction – all aspects related to or impacting on the user experience.
  • Certification & Compliance – clear and definitive guidance on all elements of our system that are governed by international compliance for on road use.

Power Train System

The power train system incorporates drives, controllers, and batteries (anything that impacts on the power train).

Most manufacturers have pursued powertrains that require belt or chains to drive the rear wheel (in the case of 2-wheel vehicles) and transmissions, axles and drive shafts (in the case of 4-wheel vehicles). UBCO has developed an electric hub drive system specifically for the off road, utility market.

This system architecture is scalable from 2 to 4 and even 6 wheels. It provides a simple robust system with a range of advantages including a low center of gravity, individual control over a single wheel (allowing the wheels to communicate to each other), delivering benefits like traction control and more effective braking.

The Cerebro ECU provides a central communication hub whereby the vehicle can collect and respond to system information over time, developing a more sophisticated operation.

UBCO has retained some IP from registration and will be moving into a wider range of filings in the next year establishing a range of positions in the key areas of knowledge. These filings have been deliberately held back to ensure they are aligned with product development timelines.

Compliance

Often viewed as banal, the compliance side of UBCO also provides strong competitive defense. UBCO US has worked systematically through the US states to ensure federal and state based compliance provides a strong and natural hedge against companies wanting to emulate UBCO's products and services.


Market Potential

Total Addressable Market (TAM)

The Total Addressable Market (TAM) in units for each product class, was first established in each target market, through market research covering:

  • Registered and un-registered 2-3 wheel motorised vehicles (Off-Road, Dual-Purpose, and On-Road);
  • Unregistered 4-wheel ATVs/UTVs; and
  • Portable Power equipment including generators.

The TAM includes all unit sales per annum of relevance to each product group (e.g. all global motorcycles sold (2x2), or all UTV/ ATVs sold (4x4)). From this the Serviceable Addressable Market (SAM) was determined by product for each region, based on existing and future:

  • Product releases scheduled; and
  • Markets entered.

The SAM is a small portion of the TAM, only including those unit sales per annum that an UBCO product group is capable of directly competing against.

As a result, an estimate of the Serviceable Obtainable Market (SOM) was made based on core product specifications and attributes, current growth and adoption rates, potential market opportunities and barriers, and chosen focus markets and products for market penetration.

The SOM is the actual unit sale volume per annum UBCO is capable of achieving at market demand saturation. This has been used to drive the actual number of units sold during the forecast period.

Market Potential

A summary of the Serviceable Obtainable Market per annum (SOM) is included below alongside an estimate of the consumer value of these markets at our forecast MSRP (this excludes software, spares parts and accessories).


Cost to Acquire & Serve

The total number of Sales and Customer Services employees dedicated to specific markets, located in-market, have been forecast as a measure of sales unit volume over time (split between Sales Management, Sales Representatives, Customer Services Management and Customer Services Representatives).

A minimum requirement for market entry is no less than 1 FTE in the roles of Sales Management, Customer Service Management and Customer Services Representative on the ground from 2021.

Where a distributor is appointed in- market, Sales Representatives are not included in the FTE allocation.

Head Office Sales and Service roles are not included above.

The in-market marketing budget is driven by the expected spend per unit required to sell a 2x2 in each market over time and build the brand. This spend is forecast 6 months before the sale of each unit and scales over time to acknowledge the increasing effort required to secure a growing market share following early adoption.

This is anticipated to tail off per unit beyond the 5-year forecast:

  • An incremental cost of marketing per unit of other products sold is assumed for Portable Power (25% incremental) and 4x4 (50%), reflecting a requirement for additional spending to promote these items whilst leveraging off 2x2 marketing activity in-market;
  • Where a distributor is appointed in- market, no specific marketing budget is attached. Marketing spend is instead covered by head office marketing support.

Growth Dynamics & Sales Forecast

The UEV platform is the largest generator of revenue in the business. UBCO has defined the key drivers of growth in the business as: the number of unit sales per dealer per month; and the reorder rate per retail dealer. The forecast model increases the rate of reorder relative to the maturity of the market and is based on evidence to date with in-market experience.

It is anticipated that model dealers may operate well above the averages over time, and that through dealer training, marketing and point of sale that we can drive strong improvements in reorder rates over time that may exceed those stated for forecast purposes.

There are a range of factors which are likely drive our adoption rates:

Internal Factors Influencing Growth

  • Decrease in purchase price.
  • Increase in total sales resource and expenditure.
  • Increase in marketing resource and expenditure.
  • Improvements in product efficacy and product market fit.
  • Increase in energy density and range for our Power Systems.

External Factors Influencing Growth

  • Increase in Fuel Costs.
  • Decrease in cost per kWh in Power Systems.
  • Growth in customer awareness and acceptance of Electric Vehicles.

Reaching the SOM will only occur when products are in the mature stage of their lifecycle. This is not likely to occur within the forecast period to March 2023. Volume growth throughout the forecast period however is generated from the SOM (in conjunction with product adoption curves specifically tailored to both product categories, and markets) to yield the unit sales growth over time.

Portable Power is a new product category which makes forecasting challenging. There will be some organic replacement of generators which are an established market but there are many applications where a generator would not be used due to noise and emissions. As such portable power sales are currently linked solely to vehicle sales. UBCO would expect to develop a clearer view of the forecast sales after market entry.

The forecast assumes the sale of Accessories occurs at the point of UEV sale with no repurchases. This is based off the average accessory purchase per new vehicle sold in the US in the product category. The 2x2 rates are lower than 4x4 rates based off these statistics.

The sale of Spare Parts are forecast to occur 9 months after the date of UEV sale for simplicity, because of several servicing intervals over the first 18 months. Spare Parts sales beyond the first 18 months of ownership have conservatively not been included in the forecast given inherent uncertainty of value over this period of UEV ownership.


Forecast

Whilst unit sales are forecast based on discrete product groups, the 2x2 and 4x4 product categories naturally overlap in the off-road vehicle space - as such there will be higher market potential for the 2x2 up to the point a 4x4 is established in each market as the 2x2 is already replacing ATV/ UTV units in-market.


Forecast Performance, Position & Cashflow

As a growth company, UBCO's forecasts are predicated by funding forward growth to grow revenue and ultimately the value of the business. Our approach provides for adequate resourcing and across the board operational expenditure to drive the growth represented in these projections. The following forecasts are based on a full $5m raise, with a lower capital scenario being provided further below.


Operation & Overhead Expenditure

Resource across the board scales up with business growth and complexity over time in all key pillars of the business - including the further development of UBCO’s in- house R&D team capable of delivering the pipeline of products, a Global Marketing Team driven to grow sales and market share in innovative ways, and the growth of the Quality Assurance and Compliance team to ensure the customer experience starts positively from the moment product comes out of the box.

Resourcing for Research and Development is driven by the total number of hours required to deliver on core projects (employees plus contractors).

Existing Product Research and Development projects have been forecast to completion, covering multiple generations of the 2x2, Portable Power and Accessories, the initial generation of the 4x4, and continuous improvement in the software and IoT environment.

Each project has a detailed 24-month budget to support planned development and testing through to first production in accordance with product release timelines stipulated in the sales forecast. The budget by project covers:

  • All critical waypoints and outcomes;
  • Total number of project hours and FTEs required;
  • Market rates for appropriate resources to fulfill the FTE requirements;
  • Discrete project overhead cost allocations including prototyping, testing, scientific research and other overheads.
  • Capital Expenditure (tooling) required to deliver the project into production where appropriate.

For the 3 years from 2021-2023, the R&D budget has been set as a measure of future revenue growth and overhead expenditure, to ensure the business continues to invest in innovative technology ahead of the curve. The total R&D expenditure as a percentage of overheads and revenue has been benchmarked against global industry data. The expenditure intentionally sits above the percentages of large, existing combustion engine focused competitors, given our relative stage of sales and product portfolio growth.

Global Marketing

The Global Marketing Team will need to invest ahead of revenue growth to deliver on new market opportunities whilst also taking existing market share off competitors.

The growth in FTEs is strongly aligned with the desired revenue growth in the business.

This growth requires further funding support, in addition to the marketing budget for each market, to deliver consistently on growth targets year on year. As a result, a centralised global marketing budget has also been established to enable the Global Marketing Team to deliver on the global marketing strategy.

Such supporting costs are primarily targeted at delivering high quality content, funding global promotional offers, creating necessary print and collateral, and innovating in ways to get strong media and social media coverage from a central location.

The combined global marketing and in-market marketing spend has been benchmarked against other relevant businesses, and compared against revenue and total overheads.

Travel

Increased international travel costs are inevitable with the growth of UBCO to a truly global business.

The number of international trips per year to each region has been estimated alongside the cost per trip, moving from 16 person-trips in the first 12 months to over 150 person-trips in 2023, driven by growth in FTEs.

Sales-related travel costs are included within the Costs to Acquire and Costs to Serve forecast (within sales and distribution costs) and all other national travel costs are forecast based on the total growth in total FTEs.

Insurance and Legal Expenditure

Given exposure to multiple products in multiple markets, and large increases in product volume, the total cost of insurance and legal fees globally is expected to rise in indirect proportion with the growth in revenue.

A substantial proportion of forecast insurance cost relates to cover for Public, Product and Recall related liability insurance – with the United States forming a significant part of the cost of cover.

Legal expenditure will grow slower in later years because of a planned in- house legal counsel being appointed to the Senior Management Team.

Warranty Provision

Warranty costs annually have been below 5% of revenue since the inception of UBCO.

However, due to multiple new product releases anticipated, a rolling contribution as a percentage of revenue has been added to the warranty provision monthly for the forecast period at this level.

Given current and future intended warranty periods, each contribution is utilised after 2 years in full.


Key Balance Sheet Items

Inventory Logistics

Containerisation – all existing products can be shipped together within a 40’ container, with the aim of supplying each market’s demand up to the next production run.

During the next 12 months UBCO will begin to ship 84 2x2 units, plus all associated Portable Power Supplies, Spare Parts and Accessories, in each 40’ container leaving China.

  • The shipment of Portable Power Supplies occurs within these containers where possible, for economic efficiency. Being classified as Class 9 Dangerous Good it is inefficient to ship standalone Less than Container Load (LCL).

The shipping of a 4x4 will follow a similar principle – albeit at a much- reduced number of units per container.

Meeting Demand

To grow sales at an optimal pace, whilst also unlocking new dealer channels and new distribution opportunities, UBCO aims to move into a position of holding stock globally in the coming 12 months in conjunction with its supply chain.

To achieve an in-stock position to catch up with market demand and ship sufficient volume to each market, recently UBCO has:

  • Moved above supplier minimum order quantity requirements (MOQs);
  • Established a rolling 12-month production schedule to meet forecast demand, which includes delivering at least 300 units per production run; and
  • Shortened production lead times, and increased production frequency.

Order volume can be adjusted 90 days before each ex-works date to match market demand up to the next production run, provided sufficient working capital is available to do so responsibly.

Presuming no advance stocking of parts, expected lead time from placing purchase orders with various suppliers to getting finished 2x2 product Ex- Works is 90 days (this has been used as a benchmark for the 4x4 although it is expected to be produced in the United States market, and reduced times for all other products). This is following a review of recent lead times, and the practice of ordering long lead time items in advance of formal production orders with our Master Assembler.

After taking the total time for goods to pass from China to destination countries, and into the hands of dealers, the effective lead time from ordering to market demand, to physical delivery to a dealer, is between 120-140 days.

With sufficient working capital production orders will be placed ahead of the demand curve, and production and stocking of all longer lead time parts in China will be funded to reduce the time for the Order and Production stage of the delivery cycle, with a target order to delivery cycle.

It is expected that UBCO will eliminate deposits and require suppliers to hold stock for production. This will reduce the total time and cost of production, plus reduce the cash-to-cash cycle. This is forecast to occur in April 2021.

Capital Expenditure

Tooling is directly related to committed and uncommitted R&D projects. Primary costs in the forecast period are related to productionising the next generation 2x2 for larger volume throughput, productionising a 4x4, and the manufacture of the most expensive or critical parts of UEVs and Portable Power Supplies to internal design specifications. Further, growing tooling allowances have been provided for towards the end of the forecast period to enable renewal and continued growth in available tooling to match product development.

  • Computer hardware, office improvements and vehicles costs increase in direct proportion with the compound growth in headcount, with allocations given per FTE per annum;
  • Web Development is forecast based on existing costs extrapolated at the revenue growth rate;
  • Sales and marketing equipment, plus demonstration vehicles, are both driven upwards at the rate of Revenue Growth.
  • Intangible asset expenditure will predominantly relate to intellectual property and software development, and is expected to grow over time in line with total R&D expenditure and FTE levels.


Cashflow

Cashflow cycles and working capital for inventory are key factors in business growth.

Given the differing channel approach taken by market, and the variety of market locations, the likely cash-to-cash cycle differs between markets, and between distribution and dealership models.

The forecast assumes an average cycle across all markets covering assumed days for:

  • Supply Chain;
  • Production;
  • Freight and Logistics; o Sell-in; and
  • Payment terms.

The cash-to-cash cycle in a time of continued demand is 150 days for a distribution relationship (from first cash- out to final cash-in) and 180 days in a dealer relationship.

As the business scales, this will increase the working capital invested in inventory. Working capital solutions to fund deposits on stock, and sell-in to dealers, will be obtained over time to reduce the impact of the cash-to-cash cycle on the growth of sales demand and production.

In April 2021 it has been presumed that all cash outflow related to stock purchasing occurs at the date of ex-works shipment i.e. no deposit is required to purchase stock, given the high likelihood of this occurring.

No further reductions in the cash-to- cash cycle have been presumed. A separate target reduction in the cash-to- cash cycle has been established, before considering bank and flooring finance for inventory and trade receivables. These targets have been benchmarked for reasonableness against other competitors, and would reduce the working capital required to fund inventory in future years if actioned.

Other Receivables

Grant income is presumed receivable 30 days following date of invoice, such as government grant income which will be invoiced quarterly in arrears.

Any other income is presumed received at the time of accrual.

Other Payables

Costs to acquire and serve are presumed paid as incurred (as largely relate to salaries, travel and specific marketing costs in-market).

Further to this, all employee related costs, travel and vehicle expenditure, operating leases, certification costs and bank charges are presumed to be paid in the same month they are incurred.

All other payables are presumed paid on 30 days terms.

Funding the cash-to-cash cycle for inventory is important in driving and maintaining sustainable sales growth.

Provided sales demand continues to be in line with, or exceed, the production of stock, the focus of financing is on funding sell-in to dealers.

Stock Finance:

  • At present, extended payment terms for stock up to $0.5m (USD) have been secured in China for 90- days post bill of lading on selected shipments and UBCO are in talks to secure additional funding lines to extend this coverage further (either for Stock or Sales Finance).
  • From April 2019, UBCO is targeting financing for 50% of all stock payments from a combination of our Master Assembler, plus banking and finance partners. Presuming stock sells down as planned, the balance financed will represent 50% of inventory on hand.

Sales Finance:

  • The forecast average payment timing from customers at 30 days from date of invoice (despite currently achieving weighted average full payment in under 30 days);
  • Financing from banking partners globally has been presumed from April 2019 in the forecast, assuming that 50% of trade receivables are funded at all times.

Other Finance:

  • The growing cost of insurance will be financed at competitive rates over the life of insurance premiums. A mechanism already in place today – being paid down each month.

Cost to Manufacture

2x2

The initial cost of a 2x2 in production is known at the start of the forecast period, including the known average freight cost to a distributor in-market.

The cost savings over time do not consider volume incremental gains. They are solely focused on elements that UBCO can control directly through targeted R&D and Production programs.

In the first 12 months the 5th generation of the 2x2 will be developed. This has a verified supply chain improvement plan in place targeting key BoM Items. This is estimated to reduce the average cost of a 2x2 by 13% in 2019.

The 6th Generation of the product is a fundamental re-engineering of the 2x2 for scaled mass production and high throughput. Through an established in principal design it will target reducing the cost per unit 31% from the cost at April 2018. This is considered the stable state mass production cost of goods sold for the 2x2.

4x4

The initial cost of a 4x4 in production is based on a scaled-up costing of the next generation 2x2 delivered in February 2020.

The scale-up cost is estimated at 3.4 times the 2x2 production cost for the first 4x4. With the main increase in cost coming from increased battery and motor sizes plus quantities (in conjunction with associated electrical componentry).

Following release, the cost per unit will drop over time due to targeted engineering and design programs enabling increased volume throughput, reducing cost by 10% in the final 2 years of the forecast.

Portage Portable Power

The initial cost of the Portable Power product in production is known at the start of the forecast period, including the known average freight cost to a distributor in market.

The increases in UBCO Portage average unit costs over time are linked to increases in total capacity and feature set. It does not factor in possible reductions in cost over time. In 2017 average cost per kilowatt hour in automotive applications was $209 . This is forecast to drop below $100 by 2025. This will be partly achieved by economies of scale and increases in energy density. Existing technology is believed to be able to extend energy density another 30%. UBCO is also involved with research into alternative materials and technologies for battery supply which may provide accelerated opportunities to either reduce cost or increase capacity and energy density.

Existing technology is believed to be able to extend energy density another 30%. UBCO is also involved with research into alternative materials and technologies for battery supply which may provide accelerated opportunities to either reduce cost or increase capacity and energy density.

After 18 months of the forecast period, development of the Portage solutions on offer will start to increase the average cost of unit production as larger capacity, increased durability and enhanced communication functions are introduced.

By April 2022 the cost per unit will have increased over time by a cumulative 31% from April 2018, at which point the Portable Power Supply will be a fully ranged product from 3 to 10kW.

Volume is likely to provide benefits but no volume discounts are utilized in the forecast period.

Spare Parts and Accessories

The average production cost of spare parts sold per UEV over their initial 2-year life grows from $139 to $171 at 31 March 2023. The average production cost of accessories sold per UEV grows from $27 to $48 at 31 March 2023.

Both spare parts and accessories are based on existing costs in production, moving upwards over time as:

  • UEVs costs per unit are expected to rise with the 4x4 introduction at a higher price point, driving up the cost of associated spare parts;
  • The average accessory item cost is expected to grow as newer, larger items are added to the accessory portfolio.

Minimum Capital Scenario

The minimum capital financial scenario is based on raising only the minimum threshold of NZ$1.5m under Ubco NZ’s current share offer; this scenario has been scaled down from the current offer with a Use of Capital of NZ$5.0m.

The model assumes a focus on our existing markets of US, AU and NZ with no entry into new markets (i.e UK, Europe, ROW), and a delay/deferral in major capitally intensive projects like the 4x4.

The most significant changes in this scaled down model are:

  • A reduction in revenue/COGS
  • Reduction in Cost to Acquire and Serve FTEs
  • Reduction in the in-market and global marketing spend as % of sales
  • Reduction of R&D cost as % of sales and HO FTE. In general, this is a much more conservative scenario

The key impact of this scenario has bought forward the positive EBITDA point by at least a year and significantly reduced losses leading up to this. Overall +$17m higher EBITDA for the 5-year period and therefore capital requirements of a similar amount have reduced (-$17.2m Capital).

The model also demonstrates that with $1.5m capital by early 2019, the company can maintain cash runway for another 9-12 months.

Financial Performance Summary under Minimum Capital Scenario

Balance Sheet

Cashflow Statement

Comparison of Changes to Performance

The net effect of the less aggressive new business growth represented by the above changes means significantly less new capital would be required and the break-even point would be bought forward, but at the expense of scaling the business more rapidly.

The High (IM) & Low performance scenarios are summarised below for easy comparison.

High (IM) Performance Scenario

Low Performance Scenario

Use of Capital Raised in this Round:


Exit Strategy

UBCO is an early entrant into the electric vehicle space and has developed a platform which is designed to be appealing to both strategic investors (existing ICE and Technology Companies), and investment funds downstream.

The utility electric vehicle (UEV) platform of products and services has relevance for existing ICE manufacturers such as BRP, Polaris, Textron, Honda, Yamaha, and other power tool based platforms such as Stihl, and Husqvarna which have diversified.

Recreational vehicle manufacturers are also relevant with UBCO already building a solid customer base in this market segment in the US Market. UBCO's goal is providing additive and complementary products and services which would add value to a strategic.

There are two key pathways which are being developed concurrently:

  1. UBCO's 2X2 platform will reach maturity within the next 12-24 months and that offers the ideal value window for a strategic acquisition.
  2. An independent capital pathway beyond 2020 provides the potential for a listing to further increase the value of the company through product development and market expansion, with a view to greater investor returns.

Through consistent effort applied to both of these approaches UBCO believes that investor returns can be provided within a 3-5 year timeframe. The focus is on managing the potential risk of developing the company to its potential and maximising shareholder return.

Supporting documents

Offer details

  • Company valuation

    Valuation of the company before funds are invested

    $15,000,000 NZD
  • Minimum target

    Amount required for the offer to be deemed successful

    $1,500,000 NZD
  • Maximum target

    The maximum amount the company is looking to raise

    $2,500,000 NZD
  • Minimum equity offered

    Percentage of the company offered at the minimum target

    9.09 %
  • Maximum equity offered

    Percentage of the company offered at the maximum target

    14.29 %
  • Share price

    The cost of each share

    $11.77 NZD
  • Minimum investment

    The minimum investment amount for this offer

    $1,000.45 NZD
  • Type of share offered

    See the Subscription Agreement for details

    Investor Shares
  • Offer period

    UBCO Limited may have rights to shorten or extend this period

  • Offer end date

    UBCO Limited may have rights to shorten or extend this end date

    Sat, 20 April 2019 9:00pm

The Ask

We are looking to raise capital with a minimum of $1.5m NZD, and a target of $2.5m NZD. An additional $2.5m is targeted over time from Funds or Family offices, with a view to providing structured assistance as we lead into a further funding round in late 2019/early 2020. The Directors may choose to offer more than $2.5m NZD in the event of reaching the initial target raise through Snowball Effect.

Use of Capital

UBCO has established a flexible business plan that enables us to scale relative total capital introduced.

UBCO's forecasts factor in additional downstream capital to drive our growth potential, ahead of growth in revenue. As a result, the business is expected to have negative EBITDA until the end of the forecast period.

Use of Shareholder Capital
Product R&D - Optimisation and Pipeline Realisation 26%
Customer Acquisition, Service and Support 24%
Production Tooling and Other Capital Expenditure 18%
Human Resources - New Head Office FTEs 16%
Other Operating Costs 10%
Global Marketing Support 6%
Total Capital Used 100%

The use of capital is based on detailed forecasts but is provided as an overview only. There are a wide range of factors that may influence the use of capital over time.


Type of Shares on Offer

The shares to be issued to Snowball Effect investors in Ubco are fully paid preferred shares (“Investor Shares”). The legal title to the Snowball Effect investors’ Investor Shares will be held by the Nominee.

In summary, and subject to the rights of any other class of share, an Investor Share in the Company confers on the holder:

  • The right to one vote on a poll at a shareholders meeting of the Company on any resolution;
  • The right to an equal share in dividends authorised by the Board;
  • A liquidation preference (see clause 4 of the Constitution) which gives such holders of preferred shares a preferential right to proceeds in certain specified circumstances if the Company is liquidated or capital is otherwise returned to shareholders as a result of a “Liquidation Event”.

In addition, the Investor Shares:

  • Have pre-emptive rights on the issue of new shares (except where a special resolution resolves otherwise or the shares are issued under the proposed executive share scheme) (refer to clause 11.2 of the Constitution and clauses 5.4 and 13 of the Shareholders’ Agreement (as entered into on 1 July 2016 and as amended by Shareholder Resolutions dated 5 December 2016, 4 May 2017 and 22 March 2018));
  • Have anti-dilution rights (refer to clause 7of the Shareholders Agreement);
  • Are together with all other shares issued in the Company, subject to restrictions/pre-emptive rights on transfer (refer to clause 18 of the Shareholders’ Agreement and clause 9of the Constitution); and
  • Are together with all other shares issued in the Company, subject to drag and tag along provisions (refer to clauses 12 and 13 of the Constitution).

For so long as the Investor Shares represent 30% of the total shares in the Company, Investors will be jointly entitled to appoint two directors. For so long as the Investor Shares represent 14% of the total shares in the Company, Investors will be jointly entitled to appoint one director (refer to clause 10.2 of the Shareholders Agreement).

We recommend that prior to subscribing for shares, each Snowball investor carefully reads the Shareholders’ Agreement and Constitution to ensure that the investor understands the terms on which the Investor Shares are being issued and understands the other rights, obligations and restrictions that apply.

Please note the Shareholders Agreement contains various terms that were applicable to the initial capital raise round (e.g original subscription conditions and milestones). Such terms are no longer relevant and are not applicable to new investors. The Ubco board proposes to undertake a full review and update of the Shareholders Agreement following the close of this round to remove redundant provisions. Any changes will be subject to approval of shareholders holding at least 75% of the shares.


Nominee Shareholding Structure

The shares that will be issued by Ubco Bikes will be issued to Snowball Nominees Limited (“Nominee”). The Nominee will hold the legal title to the shares, which will be held on trust for the beneficial owner of the shares (i.e. the Snowball investor). The full terms on which the Nominee will hold the shares are set out in the Nominee Deed Poll (refer to the offer documents).

The Nominee must:

  • Act in accordance with the beneficial owner’s instructions (e.g. in exercising the voting rights attached to the shares);
  • Account to the beneficial owner for the amounts it receives from the shares (e.g. payment of dividends); and
  • Deliver the notices, documents, reports and other communications that it receives to the beneficial owner.

The beneficial owner must pay for the shares and is liable for any other obligations that arise in relation to the shares. Under the Nominee Deed Poll, the beneficial owner indemnifies the Nominee against any costs or claims that the Nominee incurs as a result of holding the shares (unless the Nominee has been fraudulent or grossly negligent).

There are other shareholders held in nominee entities from both the previous capital raising rounds.


Capital Overview and Future Fundraising

Our planned capital raise is as follows: $1.5m Minimum, with a $2.5m Target. The Directors may choose to offer more than $2.5m NZD in the event of reaching the initial target raise through Snowball Effect. The valuation has been set at $15m after assessing the companies performance over time, comparing a wide range of transactions in a similar field globally and testing the valuation with advisors and potential investors, some of which have agreed to commit to this round.

UBCO's initial target raise in the NZ wholesale/retail market is $2.5m. An additional $2.5m is targeted over time from Funds or Family offices, with a view to providing structured assistance as we lead into a further funding round in late 2019/early 2020.

UBCO's use of capital and resource profile will be affected by the total capital raised, and the timing of capital raised. However, we expect to broadly maintain our trajectory on some key milestones, given the advanced nature of various initiatives that are already in progress, combined with our market traction.

UBCO has established a plan in our investment documentation which utilises $5m NZD of Capital over a period of 12 months. The target would be raised progressively over a 12-month period and is likely to be from NZ and US investors and may include conventional equity, convertible notes, or SAFE notes (in the US). The financials have also contemplated a scenario where only $1.5m is raised, with forecasts adjusted appropriately.

US Business Structure

UBCO Bikes US, LLC (UBCO US) is a standalone business that has had US investment into it to establish a dedicated distribution company.

This entity was established in 2017 to be the sole and exclusive distributor of UBCO in the US. The business received a total of $1.0m USD in capital investment and has an active line of credit which is used for inventory and a flooring program. Of the $1.0m USD raised, $0.2m USD was invested into UBCO and $0.8m USD for establishment and growth of distribution operations. UBCO US exercised its pre- emptive rights in the convertible note round prior to Series A, in November 2017.

This has proven to be an effective way of developing the US business opportunity, bringing highly skilled staff into the business who are experienced operating in a US Context.

The distribution agreement establishes:

  • It as a sole distributor that can only sell and distribute UBCO products and services.
  • It has a right to be acquired at an established market value if UBCO is acquired.
  • The agreement renews automatically after 3 years.
  • UBCO US has a right to a board seat in UBCO.
  • UBCO has a board seat in UBCO US.

Both companies are engaged in ongoing discussions to consider bringing the two entities together. Any Merger/Acquisition proposal would be brought to shareholders should an agreement on such an approach be reached. As a result, any investment into UBCO may be impacted by a Merger/ Acquisition proposal. A Merger/Acquisition proposal would ultimately be subject to shareholder approval.

Domicile

UBCO may change corporate domicile to the US in the future if it were to enable better access to US capital markets, and better facilitate UBCO's growth. Whilst a determination on this has not been made, if it were to occur it may impact the ability to utilise tax losses, tax credits, the ability of UBCO to access NZ grants, and other support that may be currently accessed through the NZ government. It is important investors are aware of this downstream possibility.


Risks

1. Currency

Foreign exchange exposures create currency risk for UBCO, which is growing in magnitude over time. Substantial fluctuations in currency rates can affect profitability over time as well as the value of UBCO's assets and liabilities.

UBCO has a presentational and functional currency of NZD but currently also transacts in USD and AUD. UBCO may further incur transactions in EUR or GBP in the future, following planned expansion into the European Market. Further to this, the relationship between the USD and RMB currently impacts the effective cost of inventory purchasing.

Whilst UBCO naturally hedges exposures as far as possible, there are unhedged currency exposures from time to time. UBCO has established a foreign exchange policy to mitigate current foreign exchange risks to a level tolerable to UBCO, and will further develop this downstream when derivative financial instruments become a viable option to manage UBCO's exposure to currency fluctuations.

2. US Tarrifs

The US market has currently experienced the application of tariffs on a variety of Chinese manufactured product. Currently the 2x2 is on the HTS schedule and attracts a 25% tariff payable on import. UBCO has a multi part strategy to deal with the tariffs which include:

  1. An ongoing cost reduction program (as outlined in the IM) which is well advanced, reducing the cost of product to be imported;
  2. Mandated shipment of batteries outside of the 2x2, which attract a much lower tariff;
  3. Becoming the importer of record, potentially through M&A activity, to reduce importation cost;
  4. Changing country of assembly & manufacture to remove the tariff entirely:
    1. Noting that UBCO already manufacture globally and can readily move its sub tier supply chain as required.

The long-term impact of the tariffs are currently unknown, and it is not clear if it is a permanent policy. However, it is important investors are aware of the tariff and the potential impact on the US operation.

3. Regulatory

UBCO manufactures and exports a type rated vehicle that can be ridden on the road as well as off-road. As such it requires UBCO to comply with a range of country specific requirements in each market it operates. There is additional risk in an on- road environment due to the reporting and compliance requirements set out in each country.

Competitive Risks

The market UBCO operates in is dominated by large established manufacturers. These companies have been slow to enter the market with electric products. However, this is likely to change over the next 5-10 years. UBCO has to date focussed on being agile, and developing a recognisable brand that resonates with consumers. Product diversification is also another key part of our strategy that creates additional value in the business making UBCO more attractive when raising further capital, and when making an exit downstream.


Disclosures

Remuneration of senior management and directors

Currently UBCO has one independent director who is remunerated. Other directors operate in an executive capacity and are not remunerated over and above this.

Directors:

  • Katherine Sandford – Non-Executive - Currently deferred, will be $20,000
  • Timothy Allan – Executive - Unpaid
  • Daryl Neal – Executive - Unpaid

Related Party Disclosures

Timothy Allan is a Director of Locus Research which is an investor and supplier of product development, design and commercial services to UBCO.

Employee Options

UBCO has an established ESOP Scheme with the shares held in trust. The ESOP is outlined in the SSA for reference and is managed by the Board of Directors. The ESOP scheme is also illustrated in the shareholding structure table below.

Director and Shareholder Loans

The following Loan Agreements are in place:

  1. Director Loan from Katherine Sandford, dated 19 November 2018, for USD$200,000. The Loan is unsecured and is repayable upon the earlier of the Company raising NZD$2,500,000 through the issue of new shares, and 31 August 2020. Interest is payable at 9% per annum. Should the Company raise a Minimum of NZD$1,500,000 in its current capital raise by 31 January 2019, Katherine may elect to convert the Loan to equity at a conversion rate of $11.77 per share.
  2. Shareholder Loan from the Trustees of the Da Sa Trust, dated 9 November 2018, for USD$100,000. The Loan is unsecured and is repayable upon the earlier of the Company raising NZD$2,500,000 through the issue of new shares, and 31 August 2020. Interest is payable at 9% per annum. Should the Company raise a Minimum of NZD$1,500,000 in its current capital raise by 31 January 2019, the Trustees of the Da Sa Trust may elect to convert the Loan to equity at a conversion rate $11.77 per share.
  3. Shareholder Loan from Vanessa Ho, dated 9 November 2018 for USD$50,000. The Loan is unsecured and is repayable upon the earlier of the Company raising NZD$5,000,000 through the issue of new shares, and 31 August 2020. Interest is payable at 9% per annum.

Convertible Notes

The Company has issued Convertible Notes as follows:

Noteholder Principal Sum (NZD) Date of Agreement
Snowball Nominees Limited

102,505

10,000

10,000

8,000

20 November 2017

31 January 2018

11 May 2018

11 May 2018

EA Nominees Limited

74,438

35,000

20 November 2017

31 January 2018

Ubco Bikes US, LLC 61,515 20 November 2017
DaSa Trust 65,360 20 November 2017
Daryl Neal 10,000 20 November 2017
Broadlands Trustee 100,000 20 November 2017
Airborne Trust 10,577 20 November 2017
EA Fund 2 LP 21,155 31 January 2018
Anthony Clyde 4,500 11 May 2018
Birkam Properties Limited 20,000 11 May 2018
Jagma Pty Limited 100,000 11 May 2018
TOTAL 633,050

The key terms of the above Convertible Notes are broadly as follows:

  • Interest bearing at the rate of 7% per annum.
  • Repayable 18 months from drawdown date.
  • The Notes will automatically convert into Conversion Shares where the Company completes an equity financing round (or rounds) from existing shareholders and/or external investors of NZ$3,000,000 or more (including the conversion of the convertible loans) on or before the Repayment Date (the Trigger Event).
  • Where a Trigger Event occurs, the loan shall be converted into the same class of shares issued under the Trigger Event (and with all rights attaching to those shares) at a conversion rate that is 85% of the price per share adopted as part of the capital raising Trigger Event (and if more than one priced capital raising round, 85% of the weighted average of those rounds).
  • Upon conversion all Note holders who are not existing shareholders must sign a Deed of Accession, agreeing to be bound by the terms of the Shareholders Agreement for the Company.
  • Early repayment is permitted without penalty.
  • The Notes are unsecured.

Shareholding Structure

The cap table below shows the fully diluted position of the business prior to any new capital being raised through Snowball Effect.

Shareholder Share Class Shares % held
Andrews Family Trust Preferred 257,950 20.2%
Anthony Clyde Ordinary 197,132 15.5%
Daryl Neal Ordinary 197,132 15.5%
ESOP Trust Ordinary 115,850 9.1%
EA Nominee Preferred 105,176 8.3%
Locus Research Ordinary 75,083 5.9%
Snowball Nominees Preferred 55,067 4.3%
Ubco Bikes US LLC Preferred 47,511 3.7%
NZVIF Preferred 40,849 3.2%
Racqul LeGarth Ordinary 33,734 2.6%
Weihua Lai Ordinary 33,734 2.6%
Broadlands Trustee Preferred 32,680 2.6%
Vanessa Ho Preferred 24,509 1.9%
DaSa Trust Preferred 22,000 1.7%
EA Fund 2 LP Preferred 16,339 1.3%
Robert Ralston Preferred 11,449 0.9%
Airborne Trust Preferred 8,169 0.6%
Total 1,274,364 100.0%

Governance

The Current Board of Directors/Advisors:

  • Katherine Sandford – Chair
  • Tim Allan – Managing Director/CEO
  • Daryl Neal – Director

Share Registry Management

The share register for Ubco is managed by its accountants, Crowe Howarth. Investors via the Snowball Effect platform will invest under Snowball’s nominee company, which will be managed by Snowball Effect.

Shareholder Communications

UBCO provides general shareholder communication approximately twice a year with quarterly updates targeted in the 2019 financial year. UBCO has conducted an AGM in the last two financial years with a full review and update on company performance provided at this event usually held in early October.

Third Party Advisors

  • Accounting: Crowe Horwath
  • Legal: Sharp Tudhope

Snowball Effect Fees

Snowball Effect charges an initial fee of $5,000 and a fee if a company successfully reaches its funding target. This latter fee is the larger of $25,000 or 7.5% of the funds raised. Snowball Effect may amend this fee in discussions with a company before an offer is listed on Snowball Effect.


International investors

The distribution of this offer outside of New Zealand may be restricted by law. This is not intended to, and does not, constitute an offer of securities in any place which, or to any person to whom, the making of such offer would not be lawful under the laws of any jurisdiction outside New Zealand. This includes, but is not in any way limited to, Australia and the United States. It is the responsibility of any Snowball Investor to ensure compliance with all laws of any country outside New Zealand relevant to their subscription, and any such Snowball Investor should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to apply for securities pursuant to each offer. The failure to comply with any applicable restrictions may constitute a violation of securities law in those jurisdictions. The securities in each offer have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States.

Log in to view UBCO Limited offer updates

Log in to view UBCO Limited offer questions and answers

Warning statement

It's crucial for you to understand the characteristics and risks of this investment opportunity. New Zealand law normally requires people who offer financial products to provide in-depth information to investors before they invest. The usual rules do not apply to offers by companies through Snowball Effect. As a result, you may not be given all the information you need to make an informed decision. Investing is risky. Some of the key risks include loss of capital, illiquidity, lack of returns, dilution, loss of key people and customers, and lack of control. You should only invest money that you can afford to lose.

Read more