Spruce Power Holding Corporation · NYSE:SPRU

Spruce Power — XL Fleet — SPAC Merger (September 2020)

37 slides from Spruce Power's SPAC merger presentation, Sep 21, 2020

  1. Slide 1: XL Fleet Investor Presentation September 2020

    Exhibit 99.2 XL Fleet September 2020 INVESTOR PRESENTATION Exhibit 99.2 XL Fleet September 2020 INVESTOR PRESENTATION

  2. Slide 2: Disclaimer

    Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between XL Hybrids, Inc. (doing business as XL Fleet) (“XL”) and Pivotal I

  3. Slide 3: Disclaimer (cont'd)

    Disclaimer (cont’d) Use of Projections This Presentation contains projected financial information with respect to XL and the combined company. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessar

  4. Slide 4: Disclaimer (cont'd) Participants in the Solicitation

    Disclaimer (cont’d) Participants in the Solicitation Pivotal and XL and their respective affiliates and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Proposed Business Com

  5. Slide 5: Transaction Overview and XL Leadership Team

    Transaction Overview XL Leadership Team S S um um m m aa rr yy of of P P rr opos opos ee d T d T rr aa ns ns aa cc titon ion • XL Fleet (XL) is an industry leader in fleet electrification solutions, with proven, proprietary technology Dimitri Kazarinoff and electrification systems and solutions that

  6. Slide 6: Vision and Mission

    Vision To be the world leader in fleet electrification Mission Accelerate fleet electrification through cost effective, customer tailored and comprehensive solutions 6Vision To be the world leader in fleet electrification Mission Accelerate fleet electrification through cost effective, customer tail

  7. Slide 7: Section I Business Overview

    Section I Business Overview Section I Business Overview

  8. Slide 8: XL Fleet: Industry Leader Positioned For Long-Term xEV Growth

    XL Fleet: Industry Leader Positioned For Long-Term xEV Growth (1) Global TAM >$1 Trillion with ~1 million vehicles sold annually in North Massive 1 America alone; experiencing dramatic demand for more sustainable Market solutions Trusted by over 200 fleet customers with 3,000+ systems deployed, 130+

  9. Slide 9: Compelling and Massive Market Opportunity in Fleet Electrification

    Massive 1 Compelling and Massive Market Opportunity in Fleet Electrification Market The problem: Need to reduce emissions now, but virtually all fleet vehicles today are powered by fossil fuel. Fully-EV production capacity has barely started and will take decades to supply the whole market XL Fleet

  10. Slide 10: XL Fleet Well-Positioned to Electrify a Large Multi-Segmented Market

    Massive 1 XL Fleet Well-Positioned to Electrify a Large Multi-Segmented Market Market Fragmentation of commercial vehicle market creates many long-term opportunities Tremendous diversity “Customization” Key Market OEMs will not enter all in use cases & required Dynamics segments with EVs application

  11. Slide 11: XL has De-Risked the Road to Electrification

    Market 2 XL has De-Risked the Road to Electrification Leader Comparing XL to Other Notable Commercial EV Players Established Production Customer Base (1) (1) Models Available & (1,000+ per year) (100+ Customers) (1) Projected Cumulative Units Sold (1) Announced 2020 2021 2024 2020 2021 2024 9 4,284

  12. Slide 12: XL Fleet is the Market Leader in Fleet Electrification

    Market 2 XL Fleet is the Market Leader in Fleet Electrification Leader Trusted brand helping fleets drive decarbonization today Diverse Base of Customers Operating Over 1 Million Vehicles Globally Established, track-record with many of the largest fleet owners… 200+ 10+ fleet years of experience cus

  13. Slide 13: XL Powertrain Platform is Proven, Flexible and Scalable

    Proven 3 XL Powertrain Platform is Proven, Flexible and Scalable Technology Leading technology developed over the last decade Key Highlights Battery Pack Traction Motor TM XL Link In XLH a 40 kW/1 kWh Regenerative braking ü Significant technology library and TM Enables remote commissioning, lithium

  14. Slide 14: XL Tech Works With Current Industry Standard Manufacturing Process

    Proven 3 XL Tech Works With Current Industry Standard Manufacturing Process Technology Almost all US commercial vehicles are built in two stages XL Powertrain Custom Body (Upfitter) XL Fleet Vehicle XL Link XL HEV or PHEV OEM UPFITTER CUSTOMER 14 ConfidentialProven 3 XL Tech Works With Current Indus

  15. Slide 15: Differentiated Product Portfolio Suits Customers' Diverse Use Cases

    Proven 3 Differentiated Product Portfolio Suits Customers’ Diverse Use Cases Technology Flexible platform and rapid development capabilities • Improve MPG (~25%) & meet sustainability • Innovative plug-in hybrid system that is • Zero emissions offering goals without compromising performance revoluti

  16. Slide 16: Proven Results and Value in Demanding Environments

    Proven 3 Proven Results and Value in Demanding Environments Technology Reliability, Sustainability, and Financial Benefit in Critical Applications Results R Ci esu ty lof ts Seattle / Horton Ambulance R Pesu uge ltts Sound Energy Last Mile Delivery • 550 HEV Transits and E-350 step • 27 HEV ambulanc

  17. Slide 17: Highly Unique Model – Highly Scalable & Capital Efficient Production Capacity

    Highly 4 Unique Model – Highly Scalable & Capital Efficient Production Capacity Scalable Network of qualified production partners who already produce 100,000+ commercial vehicles per year Key Highlights XL Fleet Installation Partners ü World-class partnerships ü Able to meet demand in US and Canada

  18. Slide 18: Low Risk Path to Dramatic Growth

    Highly 4 Low Risk Path to Dramatic Growth Scalable Selling existing products to existing customers through existing channels Well-Established, Multi-Channel Approach Accelerating Unit Sales Supported by Robust Pipeline ü $220+ million sales pipeline for next 12 months, 2020F 95% booked ü De-risked g

  19. Slide 19: XL is Creating a Fully Integrated Platform for Fleet Electrification

    Future 5 XL is Creating a Fully Integrated Platform for Fleet Electrification Proof Expanding integrated product and service offering to enable “Electrification-as-a-Service” Real Time Data Proprietary Electric Power Management, Monitoring & Analytics Powertrain Platform Charging & Storage Fully Int

  20. Slide 20: XL Leadership Team Overview

    XL Leadership Team Overview Seasoned and talented management team dedicated to executing the Company’s vision Leadership Team Advisors Board of Directors Tod Hynes Founder, Chief Strategy Dimitri Kazarinoff Chief Executive Rick Wagoner Former Chief Officer & Board Member Officer & Board Member Deb F

  21. Slide 21: Introduction to the Pivotal II Team

    Introduction to the Pivotal II Team Jon Ledecky, Chairman & CEO Kevin Griffin, Director James Brady, CFO • 35+ years of investment and operational experience • Founded MGG Investment Group in 2014; CEO and CIO • Founder and owner of Brady Enterprises, which provides financial, legal and strategic se

  22. Slide 22: Summary

    Summary Massive Market Opportunity with Accelerating Adoption & Long Runway for Growth Trusted Name in Fleet Electrification with Strong Customer Validation Extensive Blue-Chip Customer Base with Significant Expansion Opportunities Asset-Light & Highly Scalable Business Leveraging Existing Productio

  23. Slide 23: Award Winning Company & Technology

    Award Winning Company & Technology NEVCA Award 2018: Finalist, Time Magazine: Best Real Leaders: 100 Top Impact S&P Global Platts: Commercial Boston Business Journal 2018: Clean Tech & Energy Company Inventions of 2019 Companies of 2020 Technology of 2018 Best Places to Work of the Year Inc. Magazin

  24. Slide 24: Section II Financials

    Section II FinancialsSection II Financials

  25. Slide 25: Summary Financials

    Implies 6% penetration of Summary Financials North American Class 2 – 8 commercial vehicle market (1) (in millions) 2019A 2020E 2021E 2022E 2023E 2024E Revenue $7.2 $21.0 $75.3 $281.1 $647.7 $1,377.1 % Growth NA 192% 258% 273% 130% 113% Cost of Goods Sold $8.1 $18.6 $58.2 $212.6 $490.1 $1,037.1 Gros

  26. Slide 26: Anticipated Use of Funds

    Anticipated Use of Funds • Increased organization capacity $25M Scale For Core Profitability • Scale up sourcing and operations • Anti idle & export power • Class 4-6 EV $50M Product Development • Class 7&8 xEV • Secure distribution partners $350M internationally $25M International Expansion (Estima

  27. Slide 27: Transaction Overview

    Transaction Overview Commentary Pro Forma Valuation • XL equity holders will receive stock in public company (no cash paid to XL ($ in millions except per share data) shareholders at closing) • Proceeds for the transaction will be used to capitalize balance sheet for Share Price $10.00 development o

  28. Slide 28: Valuation Benchmarking

    Valuation Benchmarking (1) (2)(3) Based on $1.1B EV Notable EV Players 10.5x 5.5x 6.9x 6.4x 6.4x 5.5x Median 3. 3.0x 0x 1. 1.7x 7x 1.2x 1.1x XL Velodyne Hyllion Nikola Tesla Workhorse Canoo Fisker Lordstown 6.3x 5.4x 2.7x 3.4x 3.3x 2.7x Median 1. 1.8x 8x 0.8x 0.7x 0. 0.7x 7x 0.4x XL Velodyne Tesla H

  29. Slide 29: Appendix I Total Cost of Ownership Benefits

    Appendix I Total Cost of Ownership Benefits Appendix I Total Cost of Ownership Benefits

  30. Slide 30: Total Cost of Ownership Analysis

    Total Cost of Ownership Analysis Market Demands Saving Calculator: Example Ensure Vehicle Reliability Fleet size: 100 vehicles Total Reduce Operating Costs Fuel Savings $1,513,000 Maintenance Savings $195,000 Meet Sustainability Goals Driver Productivity Savings $175,500 Engine Downsize Savings $90,

  31. Slide 31: Meeting the Full Lifecycle of Fleet Sustainability Needs

    Meeting the Full Lifecycle of Fleet Sustainability Needs Market Demands Charging infrastructure & planning · Bundled Manage Energy EaaS offerings · Power management Consumption Cost effective ZEV solution · Deploy quickly, fit to Expand EV Adoption as application · Leverage state ZEV incentives Infr

  32. Slide 32: Appendix II Strong, Immediate, Widespread Positive ESG Impacts

    Appendix II Strong, Immediate, Widespread Positive ESG ImpactsAppendix II Strong, Immediate, Widespread Positive ESG Impacts

  33. Slide 33: Key ESG Highlights

    Key ESG Highlights Committed to Advancing UN’s Sustainable Development Goals Significant and Immediate Reduction in Both Emissions and Total Cost of Ownership for Commercial Fleets Seasoned and Diverse Leadership Group Reflects Strong Commitment to D&I Committed to Detailed Robust Reporting on ESG a

  34. Slide 34: Commercial Vehicle Paradigm Shift: Importance of End-Use Application

    Commercial Vehicle Paradigm Shift: Importance of End-Use Application Company and Pivotal leadership has significant Electrification of vehicles enables the use of zero female presence emission/renewable energy to refuel Named One of Real Leaders ‘100 Top Impact xEV technology lowers fuel consumption

  35. Slide 35: Significant and Immediate Reduction in Emissions and Total Cost of Ownership

    Significant and Immediate Reduction in Both Emissions and Total Cost of Ownership for Commercial Fleets Current Offering ü Accelerates achievement of sustainability goals ü Reduces fuel costs and CO2 emissions by up to 20% ü Reduces brake maintenance costs ü Provides up to 80% additional torque, all

  36. Slide 36: Seasoned and Diverse Leadership Group Reflects Strong Commitment to D&I

    Seasoned and Diverse Leadership Group Reflects Strong Commitment to D&I Best in class D&I embedded in hiring, retention and evaluation policy/procedures Company Deb Frodl | Board Chair ü Board Chair, Deb Frodl, Former Exec. Director of GE Ecomagination with Former Exec. Director of GE Ecomagination

  37. Slide 37: Committed to Detailed Robust Reporting on ESG and Impact

    Committed to Detailed Robust Reporting on ESG and Impact Tracks the environmental and sustainability impacts of the sale of its products real-time Fuel Actively monitoring, measuring and can report on SASB Materials Economy & Product Labor Materials Efficiency & standards that are material to operat

XL Fleet — SPAC Merger (September 2020) on 6ix