Romeo Power is an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications. 10/28/22. After submitting your request, you will receive an activation email to the requested email address. 2 Through JV with BorgWarner Addressable Market Based on IHS - Markit 1 North America and Europe Commercial Vehicle +7mm vehicles sold annually ~$225Bn Global Commercial Vehicle 2 ~$665Bn +17mm vehicles sold annually Class 1 Class 2 Class 3 Class 4 Class 5 Class 6 Class 7 Class 8 Commercial Vehicle Market, 19 Accelerating Electrification of Vehicles All vehicles classes are rapidly shifting towards electric Projected Global Passenger Car EV vs. ICE Sales Growth ( 2020E - 2040E) 0 10 20 30 40 50 60 70 80 90 EV Sales ICE Sales Units (mm) 12+ U.S. States announced plans to make every new medium - and heavy - duty vehicle sold within their borders fully electric by 2050 Source: Morgan Stanley Research The Global Auto Climate Opportunity: Is Your Car Company 'CLEAN '? (August 10, 2020) Regulatory developments driven by consumer / societal pressures to reduce CO2 are helping drive rapid adoption of zero emission vehicles California proposed worlds first zero - emission sales mandate on commercial trucks, including 40% of trucks sold to be zero - emission by 2035 and 100% by 2045 Between 2025 - 2029, European Union fleet - wide average CO2 emissions must be 15% lower compared to 2019 levels; By 2030 they must be 30% lower, 20 Secured Partnerships and Committed Revenue in the CV Space Addressable Market Opportunity with $ 310mm in Committed Revenue and Significant Upside Opportunity The worlds largest logistics players committed to electric fleets Walmart has committed to reducing emissions by 18 % by 2025 Amazon has committed to being carbon neutral by 2040 Buying 100,000 electric vans The USPS is electrifying the majority of its 200,000 vehicle fleet UPS has placed orders for 10,000 electric delivery vehicles DHLs Mission 2050 targets zero - emission logistics by 2050 operate 70% of pick - up and delivery services with clean solutions IKEA is targeting 100% electric global deliveries by 2025 Republic Services o rdered 2,500 BEV waste trucks from Nikola with deliveries targeted in 2023 Virtually all major OEMs have announced electric vehicle programs LR Refuse, Refuse, Testing 2020 AEOS, Class 7 Truck, Announced Production 2020 Z.E. Participants in the Solicitation RMG and its directors and officers may be deemed participants in the solicitation of proxies of RMG stockholders in connectio n w ith the Business Combination. No Representation or Warranty No representation or warranty, express or implied, is or will be given by RMG or Romeo or any of their respective affiliates, di rectors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written, oral or other communications transmitted or otherwise made available t o a ny party in the course of its evaluation of the Business Combination, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or ot her wise, relating thereto. After submitting your request, you will receive an activation email to the requested email address. The deal aims to raise $384 million for Romeo Power, including a $150-million PIPE anchored by existing investors and new investor Republic Services RSG. 2021 Romeo Power, Inc. All Rights Reserved. Romeo Power For Investors ICR, Inc. RomeoPowerIR@icrinc.com For Media ICR, Inc. RomeoPowerPR@icrinc.com RMG Acquisition Corp. Philip Kassin Chief Operating Officer pkassin@rmginvestments.com 212 . POS AM. But in the company's earnings report, that was lowered to between $18 and $40 million. 3/25/22. Download PDF . Romeo does develop more than one module in - house With Just One Highly Configurable Module Romeo Can Create a Variety of Unique Packs Serving a Wide Range of Growing End Markets 1 Creating Massive Deployment Leverage at Every Level Orion V4 Orion V3 Orion V2 Orion V1 Flat V2 Flat 1 Yard Truck, 31 Battery Management System (BMS) Among the most flexible and configurable systems in the market today 4 Romeos BMS offers a complete solution for monitoring and controlling complex battery systems for automotive applications Voltage, current, temperature, isolation measurements Operating modes, contactor, pre - charge and charge control Safety measures isolation monitoring, high voltage interlock, manual service disconnect, hardware and software protections Advanced battery control algorithms Advanced diagnostics and prognostics Field configurability for fast and convenient integration Support over - the - air updates Cybersecurity Automotive ISO 26262 compliant 1 Others only measure voltage, temperature and current, leading to increased buffers and cost Romeo utilizes a series of sophisticated real - time onboard models as a result of proprietary testing and algorithm developments: More accurate remaining range estimation More accurate battery health estimation Enables safer and faster charging Value Proposition Advanced Algorithms Built on highly configurable platform Self - diagnostics Supports wide variety of architectures Operates with virtually every vehicle engine control unit Proven exceptional real world performance Low cost and robust Scalable from 48V to 1000V Faster time to market Vehicle Supervisory Controller On - board Advanced M odels Features Pack 1 ISO 26262 compliance is not yet complete, but expected by Q2 2021, 32 State - of - the - Art Production Facility In - house design, manufacturing and testing capabilities for Romeo North America 113,000 ft 2 North American Headquarters, strategically located in Los Angeles to attract the best industry talent Deliberately designed to allow for cost effective expansion of productions lines to 7 GWh / year capability All key battery development labs in - house, including: Reliability , Testing & Validation Lab Battery Cell Test Lab (Form Factor Agnostic) Battery Safety & Test Facility Section Battery Management Systems Engineering IS09001 Certified & UL2580 Certified 1 Module Lines Pack Lines Module Lines Pack Lines Electrical Automotive Test Lab Mechanical Automotive Test Lab Safety and Destruction Test Lab High Voltage Development Area Cell Technology Lab Thermal Engineering Lab BMS / Firmware Lab Battery Algorithms Lab End of Line Testing While many competitors outsource most testing and some assembly, Romeos complete in - house solution - set allows the company to protect IP, ensure quality control and accelerate development and production Site Highlights Romeo Facility Overview Indicates Function Typically Outsourced by Competitors Production Facility Outside of Los Angeles Materials In Product Out 1 UL 2580 Certified BR Module & Thunder pack, 33 Innovation Roadmap Significant strides have been and continue to be made in order to position Romeo as a breakaway leader 2021 2022 2023 Mass Production of Orion Pack Launch Gen 2 BMS with ISO 26262 Qualification Achieve Extreme Fast Charge of 15 Minutes Double Power Availability Develop Advanced Vapor Phase Change Cooling Develop Gen 3 BMS Innovation and the Mindset of Consistently Improving Have Been at the Forefront of Romeos Business, Allowing the Company to Achieve Milestones Far Ahead of its Competitors Romeo has developed a plan to execute over the next three years in product advancements and innovations designed to achieve n ew ground - breaking products, further its competitive advantage and unlock significant future growth potential 2016 2017 2018 2019 2020 Founded Created Passive Cooling Prototype Developed Low Voltage 48V System Developed and Assembled Production Line Conducted Microlaser Welding Trials Prototyped Highest Energy Density Active Cooling Module (Hermes) Demonstrated Materials Combination and Design for 1,000V Dielectric Withstand and Safety Launched Gen 1 BMS Built and Delivered 3,000 Hermes Modules for Class 7/8 Truck Fleet Evaluation Doubled Speed of Laser Weld Developed Machine Learning Algorithms for Fleet Battery Management Prototyped Flat Packs Achieved Fast Charge of 20 Minutes, 34 Among the Highest Energy Density in the Market Romeo is among the leaders in gravimetric energy density Volumetric ( Wh/l) Gravimetric (Wh/kg) Gravimetric and Volumetric Energy D ensity (Pack) 1 Sources: Roland Berger, Management Estimates 1 Proterra battery pack: energy density included is the maximum value specified by Proterra; Akasol 2021: gravimetric energy de nsi ty included is the maximum value specified by Akasol; BMZ: Module - level energy density adjusted by 10% to estimate pack level en ergy density . 4 Values shown assuming $10 per RMG share for illustrative purposes; does not include impact of 7.6 and 4.6 million public and sponsor out - of - the - money warrants % / mm of shares, 45 $ 0 $ 200 $ 400 $ 600 0.0 x 3.0 x 6.0 x 9.0 x Jun-10 Dec-11 May-13 Nov-14 Apr-16 Oct-17 Mar-19 Sep-20 Tesla Share Price EV / Revenue Share Price EV / Revenue Median EV / Revenue 6.5 x 1.7 x 3Y Forward Revenue Multiple Current 6.5 x Median 3 1.7 x Years After De - SPAC T+3 T+4 T+5 Mgmt Projections 2023E 2024E 2025E Revenue $ 765 $ 1,156 $ 1,650 EBITDA $ 91 $ 196 $ 338 % Margin 12 % 17 % 20 % EV / Revenue 1.3 x 0.9 x 0.6 x EV / EBITDA 10.9 x 5.0 x 2.9 x Romeo Pro Forma Valuation Opportunistic entry point relative to future transportation and energy technology peers Market reference points Sources: Company materials, Capital IQ and Bloomberg as of September 30, 2020 1 Nikola Investor Presentation dated March 3, 2020. 10 Romeo Power at a Glance Powered By World Leading Technology Romeo Power Modular and Scalable Product Design Approach Enables Customer Centric Solutions Founded in 2016 By former leaders from Tesla, SpaceX, Amazon , Apple, and Samsung ~100 Dedicated employees 60+ Battery - Specific Engineers 7 GWh Capable / 113,000 sq. It's led by president and CEO Lionel E. Selwood, Jr. Selwood only recently took on the CEO role but has been serving. Most of these factors are outside RMGs and Romeos control and are difficult to predict. Romeo Power for an online investor presentation and live Q&A discussion regarding their proposed merger Date: Tuesday, December 15th Time: 1:00 p.m. (Eastern Time) * Management will be taking questions from the audience * By Kristi Marvin Search Archives Contact Terms of Use Privacy Policy RMO@alpha-ir.com. Broad contact network in the global fintech space. 2021 Romeo Power, Inc. All Rights Reserved. No Offer or Solicitation This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. Romeo Power is still a fairly new company having only been founded in 2016. Use the PitchBook Platform to explore the full profile. 2 Assumes no redemptions from the public shareholders of RMG. BWA Minority Equity Stake, 23 Strategic Partnership with Heritage for Responsible Environmental Controls Heritage is a leader in the environmental, waste management and recycling services industry with an extensive history of managing / recycling all battery types for thousands of customers Focus on sustainability and reuse applications Deep expertise in materials and environmental solutions The Heritage Group and affiliates also owns 31.6% of Heritage Crystal Clean ( NASDAQ:HCCI ) Investment in Romeo The Heritage Group was an early investor in Romeo and has been actively supporting the growth of the business Fleet Conversion Contract Romeo will work with leading BEV OEMs to convert 500 diesel trucks owned by Heritage and its affiliates to BEV 125 trucks per year 2021 - 2025 Total estimated product sales of $ 54mm Projected ROI of 50% and IRR of 26% Strategic Partnership with Revenue Share Together Romeo and Heritage are developing a battery reuse and recycling facility with capacity to process Romeos lithium ion batteries at the end of life. Forward - looking statements This presentation contains forward - looking statements within the meaning of The Private Securities Litigation Reform Act of 19 95. efficient development of new product offerings WE HAVE OPTIMIZED FOR SPACE EFFICIENCY Market leading interior space relative to vehicle footprint with the industry's first true steer-by-wire platform coming to market MANUFACTURABILITY IS BUILT INTO OUR DESIGNS . Lineup, Short Haul and Refuse, Pre - series Model Testing 2H19 CF Electric, Short Haul and Refuse, Fleet Trials 2019 ET - 1, Class 8 Truck, Announced Production 2019 Semi, Class 8 Truck, Limited Production 2020 Plan to spend 1bn+ in electro mobility by 2025 International eMV, Medium Duty, Production 2021 eActros, Class 8 Truck, Serial Production 2021 E - Fuso Vision One, Class 8 Truck, Serial Production 2021 FL and FE, Medium and Heavy Duty, Production 2021 eCascadia, Class 8 Truck, Serial Production 2021 Saf - T - Liner C2 Jouley, School Bus, Production 2020 R1T Pickup and R1S SUV , Production 2020 Romeo Development, MOU, Prototype and Production Customers $310mm Currently Under Contract Up to $2.4Bn Under Advanced Negotiation $210mm 1,2 $27mm 1,2 $64mm 1,3 Contracted revenue. Through its suite of advanced hardware, combined with its innovative battery management system, Romeo Power delivers the safety, performance and reliability its customers need to succeed. * Required. You are cautioned not to place undue reliance upon any forward - looking statements. You must click the activation link in order to complete your subscription. Romeo Power is an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications. We obtained this information and statistics from third - party sources, including reports by market research firms and company filings. Inclusion of the prospective financial information in this presentation should not be regarded as a r epr esentation by any person that the results contained in the prospective financial information will be achieved, Industry and Market Data In this presentation, we rely on and refer to information and statistics regarding market participants in the sectors in whic h R omeo competes and other industry data. Corporate Overview. . Lion's current development pipeline . 9/14/22. RMG stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of RMG in RMGs Annual Report on Form 10 - K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 16, 2020. 11 Romeo Power at a Glance (Contd) Core Product Offering Core Business: Battery Modules and Packs Romeo Orion Pack Series Romeo Apollo Pack Series Romeo Hermes Module Market: SH BEV powered truck Range of up to 300 miles Leverage existing Hermes modules Market: LH BEV powered truck Range of up to 900 miles Leverage existing Hermes modules Market: SH BEV powered truck Range of up to 500 miles Configurable Hermes modules Specialty Trucks and Bus Heavy Duty Long Haul Trucks Medium Duty Short Haul Trucks Romeos Industry Leading Battery Packs are Manufactured in Los Angeles, 12 $50mm investment in Romeo in 2019 BorgWarner Inc. is a global tier 1 automotive supplier with world - class manufacturing, engineering and technology development expertise BWA has annual revenue of approximately $10Bn, over 60 manufacturing facilities globally and deep relationships across the global vehicle customer universe and supply chain BWA has a rapidly growing alternative propulsion portfolio including industry - leading power electronics and EV drivetrain components Global Production & GSM Other Key Partnerships World Class Strategic Partnerships Strategic partnerships significantly reduce execution risks and deliver competitive advantages Early strategic and financial backer of Romeo and PIPE participant Heritage Environmental Services ( Heritage) is a leader in the environmental, waste management and recycling services industry with an extensive history of managing / recycling all battery types for thousands of customers Focus on sustainability and reuse of applications Deep expertise in materials and environmental solutions The Heritage Group and affiliates own 31.6% of Heritage Crystal Clean ( NASDAQ:HCCI), a well - established leader in environmental services Romeo will work with leading BEV OEMs to convert 500 diesel trucks owned by Heritage and its affiliates to BEV Environmental Management, 13 Translates to Robust Demand for Romeo Solutions From Incumbents and New Entrants Romeo Solves the Key Challenges of Electrification Market Share of Class 8 Truck Manufacturers in North America, Based on IHS - Markit Safety Real - time diagnostics and proprietary BMS algorithms to optimize safety Efficiency versus traditional internal combustion engines Lower total cost of ownership Greenhouse gas emissions in battery production, and recycling of batteries Lower emissions and adherence to environmental regulations Faster time to market for large - scale fleets High program development costs Key Barriers Key Benefits Among the most exhaustive safety testing in the industry with proprietary safety design methods validated by third party certification companies Battery technology designed for extended life and lower total cost of ownership Robust second life recycling program alongside world - renowned environmental partner, The Heritage Group Highly flexible battery pack architecture to enable rapid adaptability to and scalability of global fleets today, as well as continuous innovation deployment Romeo Customers Represent ~68% of N.A. 2024E Rev. you are providing consent to Romeo Power to send you the requested Investor Email Alert updates. Romeo Power for an online investor presentation and live Q&A discussionregarding their proposed merger Date: Tuesday, December 15th Time: 1:00 p.m. (Eastern Time) * Management will be taking questions from the audience * Share this: LinkedIn Twitter Print Email ByKristi Marvin Search Cart Archives CAREER PROFILE<br><br>Seasoned executive in the financial services industry with a passion for wealthtech and wealth creation for all. You must click the activation link in order to complete your subscription. Q2 Earnings Call Presentation, 8-8-22 Form Romeo has ~150 employees and more than 60 battery-specific engineers and a 113,000 square foot manufacturing facility in Los Angeles, California. The first of these is energy density which determines how far a vehicle will go on a single charge. You should review Romeos audited financial statements, which will be included in the Registration Statement (as defined below). Joe Caminiti or Ashley Gruenberg Download PDF . The transaction values the company at $1. 6/3/22. Summary. Advanced Proprietary BMS Integrated safety features 6. Class 8 Market Today 1 Diversified, High - quality Customer Base Order Book with Customers Representing ~68 % Market Share of the Class 8 Truck Market in North America, 14 BMI - AI Cell Manufacturing Refined Active Materials Raw Materials Battery Modules / Packs Romeos expertise across cell and vehicle engineering results in a superior battery solution Brain Machine Interface - Artificial Intelligence How Does Romeos Technology Enhance EV Performance? Builder of new endeavours and team leader. By providing your email address below, you are providing consent to Romeo Power to send you the requested Investor Email Alert updates. RMG and Romeo disclaim any duty to upd ate the information contained in this presentation. RMG and Romeo reserve the right to withdraw or amend for any reason any offering and to reject any Subscription Agreement for any reason. Entrepreneurial spirit with experience in corporate development, institutional relations and industry-led initiatives. EX-99.2 8 ea125677ex99-2_hennessy.htm INVESTOR PRESENTATION DATED AUGUST 2020 . Investor Presentation Q4 FY22. Completes Exchange Offer to Acquire Romeo Power Common Stock, Romeo Protera share price estimated using ArcLight share price as proxy; aggregate value assumes 240.1 pro forma shares outstanding an d ($801MM) of net debt based on January 2021 Investor Presentation 2023E - 2025E . In the commercial v ehicle segment, gravimetric density is the primary KPI Larger space in CVs allow for flexibility in fitting battery packs in the vehicle, rendering volumetric density less important Certain restrictions still apply, depending on the pack position (e.g., height restriction) Emerging pack providers represent a significant improvement over current mainstream EVs on the market Romeo is leading in energy density relative to direct competitors current products and in a similar range with 2021E generation Commentary Romeo energy density data based on identified product improvements for current and NextGen packs 170 210 180 190 220 185 240 250 260 150 290 300 310 0 120 145 130 150 155 125 160 200 165 140 170 230 175 0 180 140 115 160 200 190 195 135 280 270 Audi e - tron Tesla Model S P85 BMW i3 Hyundai Kona Kreisel 2020 Kreisel 2021 E Akasol 2020 Akasol 2021 Proterra Battery Pack Microvast BMZ Inc. Romeo 2020E Romeo 2021E ZOE gen 2 Bolt I - PACE ID NEO Tesla Model 3 Leading Pack P roviders Study Conducted by Roland Berger CV Passenger Car, 35 Battery Lifecycle Management Romeos proprietary technology enables the quickest fast charge while maintaining battery capacity Cell chemistry selection and design based on commercial vehicle needs New generation of low cobalt NCA cells with extra long life Uniform thermal management and BMS controls By developing multiple leading edge fast charging protocols, Romeo is able to balance charging needs with battery life Preheating and thermal modulation ensure cells receptive to fast charge Rigorous laboratory experimentation and battery modeling identifies fast charge methods with least damage factors 0 5 10 15 20 25 30 35 40 Romeo Fast Charge 1 Romeo Fast Charge 2 Romeo Fast Charge 5 Romeo Fast Charge 7 Tesla SuperCharge Minutes One Million Mile Battery Life 1 Collection of the Quickest Fast Charge Protocols for Different Applications 1 Tesla Open Source Data Project, 36 0 100 200 300 400 500 0:00 0:03 0:06 0:10 0:13 0:16 0:20 Temperature ( C ) Time (mm:ss) Thermal Event Safety Designing a safe battery system using a collaborative effort across multiple knowledge domains Thermal Event Mitigation In - House Battery Safety Testing and Targeted Safety R&D Selection of safest cells only as result of elaborate testing campaign Reproducible and predictable behavior Cell Selection Robust to vibration and road failures Flame ablation and resistant material Mechanical Design Venting strategy and methodology Crash mitigation strategy Pack Design Rational fusing hierarchy down to the single cell Multiple disconnects and pyro devices Electrical Design Romeos Solution at Work Allows for continuous destructive testing and failure analysis, providing quick and precise feedback for the safest product designs In - house testing capabilities include: Cell, module, pack and destructive testing (fire and mechanical ) Materials and components stability / dielectric withstand at high voltage Testing and validation of venting strategies Abuse testing covers most stringent safety standards Safety group director with 10+ years of battery safety experience Battery Experiencing Incident Thermal Incident Not Propagating to Neighbor Batteries Protected B atteries E xperiencing Thermal Runaway Thermal incident propagates from cell to cell Competitor Packs Module and pack design prevents propagation of incident Romeo Power E xperiencing Thermal Runaway, 37 Designed for Cell & Material Recovery at End of Life Romeo keeps sustainability at the forefront Battery Recycling will be a Key Focus for Many Competitors Recycling rates for li - ion batteries in the U.S. and Europe are less than 5% today Large - scale, global adoption of li - ion batteries will require cost - effective recycling processes Ease of battery recovery cannot be at expense of safety and durability Reducing recycling cost through ease of access to aged battery cells: Reduced work hours for pack / module disassembly Reduced tooling required for disassembly Romeos batteries are designed with recycling ease in mind: Layered design approach for ease of disassembly drives more cost effective recycling Low content of adhesives and putties that would make separation processes complex and expensive Layered design allows for simple peel style disassembly Designed for Cell & Material Recovery at End of Life Battery Life Cycle Recycling Packs can be processed to extract valuable rare - earth materials Raw - material extraction and R eprocessing Romeo Pack Manufacturing Reuse Packs can be repurposed for a second - life application in energy - storage services that is suitable to their reduced performance capabilities Second - life Application in Stationary S torage New Battery Pack Electric Vehicle Battery Refurbishing Junkyard Used Battery Pack Source: Chemical & Engineering News, 38 Machine Learning to Optimize Battery Life and Warranty Coverage Romeos machine learning provides incremental future revenue opportunities with fleets Romeo applies algorithms for life optimization of electric fleets based on field operation data Ride sharing or truck fleet companies can maximize total fleet battery health (effective total asset life) by leveraging machine learning to help make choices on the following: Vehicles to deploy Routes to take Optimal charging schedule Machine Learning Opportunity for as high as 25% life extension with parameter optimization (Direct impact to TCO) Aging as a Result of Charge Time Optimization How it Works Model population as one virtual battery Provide individual decisions that benefit net total asset and increase profitability of fleet managers, and TCOs Learn aging factors from field behavior based on feedback from battery population health optimization, 39 Key IP Focus Areas: Intellectual Property Overview Romeo has taken a deliberate approach in protecting its IP and trade secrets Battery Structure, Interconnect, Sensing and Balancing Enables high throughput micro - laser welding Protect s Romeos current manufacturing and design methods, allowing a highly configurable approach Blocks competition from adopting errorless micro - laser welding and subsequently, higher throughput rates Romeo is, at its Core, a Knowledge - Based Organization Focused deeply on limiting exposure and pursuing patents to protect Romeos core recipe, in addition to claiming future technology domains Select IP Overview Battery Vapor Chamber Key technology for battery cooling and thermal management Protects proprietary findings which will be core to future battery evolution Semi automated plant with high throughput assembly and micro precision processes such as novel laser welding technologies Patented architecture enabling multi voltage options, and ternary fusing protection for added safety E - Plate Methodology and patent pending designs for achieving most uniform temperature distribution and efficient cooling Thermals Active and passive methods, and materials for achieving single cell and multiple cell fault tolerance, and venting Safety Algorithms for accurate and precise battery states estimation, diagnostics and prognostics BMS Production Recipes, and combinations to achieve adequate thermal management, structural support, and voltage isolation Materials Single or multi - layered current collector enables product variants and quick new product deployment Enables high throughput micro laser welding for speed of manufacturing time Creates additional safety features via ternary fusing Utilizes gas to liquid, and liquid to gas phase change Lightweight with highest possible heat transfer coefficient Enables new regime of power capability, 41 Proposed Transaction O verview Transaction Structure Valuation Capital Structure RMG and Romeo Power have agreed to enter a business combination on October 5, 2020; the transaction is expected to close in Q4 2020 It is anticipated that the post - closing company will be listed on NYSE under the ticker RMO and retain its Romeo Power name Transaction reflects a $900mm pre - money equity valuation for Romeo, representing a highly attractive opportunity to invest in a leader in commercial vehicle electrification Romeo to receive ~$ 340mm cash at closing to fund its attractive growth opportunities $1,334mm post - money Equity Value $993mm Enterprise Value, with no material debt outstanding at closing Represents 1.3x EV / 2023E Revenue, a highly attractive entry multiple relative to peer group The transaction will be funded by a combination of ~$234mm cash held in trust and $150mm in PIPE proceeds All - primary transaction; existing Romeo shareholders, including management and strategic partner BorgWarner (BWA) are rolling virtually 100% of their equity and collectively are expected to own 67% of the pro forma company at closing, 42 $ in millions 2020E 2021E 2022E 2023E 2024E 2025E Income Statement Items Product $ 5 $ 134 $ 399 $ 710 $ 1,043 $ 1,462 Engineering Services $ 2 $ 3 $ 3 $ 11 $ 16 $ 22 BMI Revenue $ 0 $ 0 $ 7 $ 37 $ 88 $ 156 JV Royalty / Service Support $ 3 $ 3 $ 3 $ 7 $ 10 $ 11 Total Romeo Revenue $ 11 $ 140 $ 412 $ 765 $ 1,156 $ 1,650 % Growth 39 % 1,193 % 195 % 86 % 51 % 43 % ( - ) Direct Materials $ 6 $ 134 $ 349 $ 543 $ 771 $ 1,041 ( - ) Other COGS $ 8 $ 15 $ 23 $ 38 $ 55 $ 75 Gross Profit ($ 4) ($ 10) $ 40 $ 182 $ 331 $ 534 Gross Profit Margin % nm nm 10 % 24 % 29 % 32 % ( - ) R&D $ 6 $ 19 $ 26 $ 28 $ 35 $ 45 ( - ) Other Operating Expenses $ 12 $ 25 $ 33 $ 64 $ 99 $ 151 EBITDA ($ 22) ($ 54) ($ 19) $ 91 $ 196 $ 338 EBITDA Margin % nm nm nm 12 % 17 % 20 % Income From JV ($ 1) ($ 1) ($ 1) ($ 7) $ 2 $ 7 Key Balance Sheet and Cash Flow Items Net Working Capital ($ 1) ($ 55) ($ 30) ($ 31) ($ 30) ($ 46) % of Revenue (11 %) (39 %) (7 %) (4 %) (3 %) (3 %) Capital Expenditures $ 1 $ 59 $ 50 $ 30 $ 65 $ 41 % of Revenue 5 % 43 % 12 % 4 % 6 % 3 % Romeo Power Projected Financial Overview Commentary Strong pipeline built with commercialization and production ramp commencing in 2021 $412mm Revenue in 2022E and $1.65Bn Revenue in 2025E at a 59% CAGR 32% Gross Margin profile in 2025E as Romeo benefits from scale volume and pack input efficiencies Company commitment to disciplined R&D spend for continued technology leadership EBITDA margins projected to expand to 20% in 2025E as Romeo consolidates its market position and deepens portfolio penetration, including BMI product Capex budget supports best - in - class tooling and standing up manufacturing lines to meet strong customer demand 40% of JV Net Income, 43 Joint Venture Projected Financial Overview $ in millions 2020E 2021E 2022E 2023E 2024E 2025E Income Statement Items Total JV Revenue $ 0 $ 4 $ 9 $ 229 $ 547 $ 708 % Growth nm nm 133 % 2,363 % 139 % 29 % ( - ) JV Royalty $ 0 $ 0 $ 0 $ 4 $ 7 $ 9 ( - ) Other COGS $ 0 $ 4 $ 9 $ 210 $ 478 $ 618 Gross Profit $ 0 $ 0 $ 0 $ 15 $ 62 $ 81 Gross Profit Margin 4 % 5 % 5 % 6 % 11 % 11 % ( - ) JV Service Support Costs $ 3 $ 2 $ 2 $ 2 $ 2 $ 2 ( - ) Operating Expenses $ 0 $ 0 $ 1 $ 21 $ 36 $ 36 EBITDA ($ 3) ($ 3) ($ 3) ($ 9) $ 23 $ 43 EBITDA Margin % nm nm nm nm 4 % 6 % JV Net Income ($ 3) ($ 3) ($ 3) ($ 18) $ 5 $ 17 $708mm JV Revenue in 2025E with a 76% CAGR from 2023E 2025E, and access to global CV opportunity Romeo offers engineering support to the JV at a 15% premium to cost, reflected in Romeo Power Revenue Tiered IP license agreement paying Romeo Power a $7mm flat fee royalty and 0.75% of Revenue over $500mm in 2025E Romeo Power will provide technical engineering personnel and operating assets to the JV Romeo Powers financials will include 40% of JVs net income Commentary, 44 Pro Forma E quity O wnership RMG Shareholders 17 % / 23.0 RMG Sponsor Shares 4% / 5.8 PIPE Investors 11% / 15.0 Existing Romeo Power Shareholders 67 % / 89.7 All Romeo Power convertible debt and equity holders will receive stock in public company (no cash paid to Romeo Power shareholders at closing) Proceeds for transaction will be used to capitalize balance sheet for ~$340mm Romeo will use proceeds to primarily fund: Expansion of production capacity in its state - of - the - art manufacturing facility Working capital to support increasing production demand Substantial research and development activities devoted to developing the next generation of battery systems technology Completion of the transaction is expected to occur during the fourth quarter of 2020 $ in millions $ % Newly Issued RMG Shares $897 70% Estimated Cash Held in Trust 3 $234 18% PIPE Proceeds $150 12 % Total Sources $1,281 100% Equity Consideration to Existing Romeo Power Shareholders $897 70 % Estimated Romeo Net Debt $3 0.3 % Cash to Balance Sheet $341 27 % Payment of Estimated Transaction Fees $40 3 % Total Uses $1,281 100 % Sources and Uses 1,2 Pro Forma Valuation 4 Post Money Ownership 4 $ in millions , except per share data Share Price $ 10.00 Pro Forma Shares Outstanding 133.4 Equity Value $ 1,334 Plus: Debt - Less: Cash to Balance Sheet $ 341 Enterprise Value $ 993 1 Based on Romeo capital structure as of June 30, 2020; $7mm of existing convertibles notes to convert to equity at closing.
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