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2 Truck Component Companies assumes median of Cummins , Allison, Meritor and Dana (T+3) (T+4) Tesla Today Nikola Today 2021E EV OEM 10.9x 5.1x '23E '24E 114.3x 17.1x NM NM NM 9.6x 7.4x Truck Component Median 2 Truck OEM Median 1 Hyliion at Deal Lordstown at Deal Tesla at IPO Nikola at Deal Canoo at Deal QuantumScape at Deal NM 15.6x 7.9x 5.4x 5.1x 1.8x 3.2x 1.6x NM 9.8x NM NM '23E '24E '13E '14E '23E '24E '23E '24E '23E '24E '23E '24E, 48 17% 29% 13% 13% 10% NM NM 7% NM 18% 16% 12% 10% 3% 14% 13% Represents 2022E Margins 228% 147% 108% 87% 85% NA NA NA 68% NM 220% 61% 54% 35% 27% 7% Operational Benchmarking Revenue 2022E - 2024E CAGR 2024E EBITDA Margin Sources: Company materials, Capital IQ as of September 30, 2020 1 Figures represent CAGRs and margins based on company projections as publicly disclosed in investor presentations 2 Based off consensus research estimates at IPO, Capital IQ as of March 3, 2011 3 Truck Component Companies assumes median of Cummins , Allison, Meritor and Dana 4 Truck OEM Companies include Volvo, Paccar, Traton and Navistar . Wh en used in this presentation, words such as pro forma, anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, possible, potential, predict, project, should, strive, w oul d and similar expressions may identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking. Advanced Proprietary BMS Integrated safety features 6. (SPAC) 000000 00: BorgWarner Romeo Power: 28-Jun-2019: Joint Venture: Electrical Equipment: 0000000 0: Builder of new endeavours and team leader. Information on acquisition, funding, investors, and executives for Romeo Power. Stockholders UPDATED, Romeo Stockholders Tender Reminder: Process & Instructions for How You can sign up for additional alert options at any time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. The first of these is energy density which determines how far a vehicle will go on a single charge. 6/15/22. you are providing consent to Romeo Power to send you the requested Investor Email Alert updates. Romeo Power is still a fairly new company having only been founded in 2016. On Tuesday evening Romeo Power, a $1.3bn battery manufacturer for commercial vehicles, reported its first earnings as a listed company after merging with Spac RMG Acquisition Corp on December. Investor Presentation Q2 FY23. Romeo Power is an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications. 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. 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. Recent Business Highlights Achieved year end commitment to have approximately 1 gigawatt hour of installed capacity at . At Romeo Power, we promise to treat your data with respect and will not share your information with any third party. China) BWA Equity Investment in Romeo BWA invested $ 50mm in Romeos capital raise in 2019 for a 20% equity stake and representation on Romeos Board Provides significant third - party validation of Romeos technological leadership and massive market opportunity Joint Venture In conjunction with equity investment, BWA and Romeo formed a joint venture to pursue opportunities globally in light vehicles and in HD/MD CVs outside of North America. Additional Information In connection with the Business Combination, RMG intends to file a registration statement on Form S - 4 (the Registration Stateme nt), which will include a preliminary proxy statement to be distributed to holders of RMGs common stock in connection with RMGs solicitation of proxies for the vote by RMGs stockholders with respect to the Business Combin ati on and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Romeos stockholders in connection with the completion of the Business Combinatio n. After the Registration Statement has been filed and declared effective, RMG will mail a definitive proxy statement, when available, to its stockholders. Romeo Power, Inc. ("Romeo Power" or the "Company") (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications, today announced its financial results for the third quarter ending September 30, 2021. Accordingly, there can be no assurance that the prospective results are indicative of future performance of RMG, Romeo or the combined company after the Business Co mbi nation or that actual results will not differ materially from those presented in the prospective financial information. You can unsubscribe to any of the investor alerts you are subscribed to by visiting the unsubscribe section below. Power Reminds Stockholders to Tender Shares for Nikola Transaction Before September 26, 2022 Deadline, Nikola Joe Caminiti or Ashley Gruenberg 3 Binding provision with MOQ over five - year period MOU, Prototype and Development Contracts Production Contracts, 21 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 Strategic Joint Venture with BorgWarner Enables acceleration of Romeo growth and significantly de - risks production execution ~$8.0Bn 1 Market Cap ~29,000 Employees 67 Locations in 19 Countries ~6,430 Patents Customer Diversity (Sales) 37% 35% 17% 11% Europe Americas China Asia (ex. 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 . Lion's current development pipeline . The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. Energy Tech: Decarbonizing Commercial Vehicles OCTOBER 2020 ROMEO POWER & RMG ACQUISITION CORP. TO MERGE. To opt-in for investor email alerts, please enter your email address in the field below and select at least one alert option. Q2 Earnings Call Presentation, 8-8-22 Form 2 Important Notice This presentation (the "presentation") is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of RMG Acquisition Corp. ("RMG") or Romeo Systems, Inc. ("Romeo") or any of their respective Non - GAAP Financial Measures This presentation includes certain non - GAAP financial measures, including EBITDA. * Required. The merger has it taking over RMG Acquisition while also changing RMG stock to RMO stock. Demonstrated strengths in strategic partnerships . (T+2) (T+3) (T+4) Canoo at Deal Tesla Today Nikola Today 2021E EV OEM 2.4x 1.3x 0.9x '22E '23E '24E 22.3x 20.8x 12.4x 7.7x 2.1x 1.2x 1.0x Truck Component Median 1 Truck OEM Median 2 QuantumScape at Deal, 47 NM NM 36.2x 31.2x '23E '24E '23E '24E Valuation Benchmarking (Contd) Enterprise Value / EBITDA Enterprise Value / EBITDA Romeo Power Sources: Company materials, Capital IQ as of September 30, 2020 1 Truck OEM Companies include Volvo, Paccar, Traton and Navistar. In fact, the main reason the company's stock is slumping is that it announced drastically lower revenue guidance for the coming year.. In order to compensate for these limitations, management presents a non - GAAP financial measure in connection with GAAP results. Forward - looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the Business Combination, the satisfaction of closing cond iti ons to the Business Combination and the PIPE investments, the level of redemption by RMGs public stockholders, the timing of the completion of the Business Combination, the anticipated pro forma enterprise value, revenues and EBITDA of the combined company following the Business Combination, anticipated ownership percentages of the combined companys stockholders following the potential transaction, and the business strategy, plans and obj ectives of management for future operations, including as they relate to the potential Business Combination. Romeo Power is an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications. Stockholders, potential investors and o the r interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decision. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. to Tender Shares UPDATED, Romeo 15-12G. Entry into a Material Definitive Agreement, Nikola Prospectuses and Registrations Filter. Additional risks and uncertainties are identified and discussed in RMGs reports filed with the SEC. Battery Pack Family Modular solution serves multiple markets 3. RMG Acquisition agreed to a business combination with Romeo Power Technology. October 6, 2020. On . RMG stockholders will also be able to obtain copies of the proxy statement/prospectus and definitive proxy statement (when av ail able) and other documents filed with the SEC by RMG through the SECs website at www.sec.gov. 2 Truck OEM Companies include Volvo, Paccar, Traton and Navistar . The presentation has b een prepared to assist parties in making their own evaluation with respect to the proposed business combination between RMG and Romeo and related transactions (the Business Combination) and for no other purpose. 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 . The principal limitation of this non - GAAP financial measure is that it excludes significant expenses and income that are require d by GAAP to be recorded in Romeos financial statements. Toolkit. CAREER PROFILE<br><br>Seasoned executive in the financial services industry with a passion for wealthtech and wealth creation for all. 2 Important Notice This presentation (the presentation) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of RMG Acquisition Corp. (RMG) or Romeo Systems, Inc. (Romeo) or any of their respective affiliates. 3 Important Notice (Contd) Use of Projections This presentation contains financial forecasts. The transaction values the company at $1. It's led by president and CEO Lionel E. Selwood, Jr. Selwood only recently took on the CEO role but has been serving. You must click the activation link in order to complete your subscription. 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. It's led by president and CEO Lionel E. Selwood, Jr. Selwood only recently took on the CEO role but has been serving. On December 29, 2020, Romeo Power announced the completion of its business combination with a special purpose acquisition company (SPAC) and that starting on December 30, 2020, Romeo. Any offer to sell securities will be made o nly pursuant to a definitive Subscription Agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public of fer ing. After submitting your request, you will receive an activation email to the requested email address. The challenge that Romeo faces is one of supply and demand. These forward - looking statements involve significant risk and uncertainties that could cause the actual results to differ materi ally from the expected results. S-8 POS. 2 Assumes no redemptions from the public shareholders of RMG. At Romeo Power, we promise to treat your data with respect and will not share your information with any third party. 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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romeo power spac investor presentation