Spruce Power Holding Corporation · NYSE:SPRU
Spruce Power — XL Fleet — SPAC Merger (September 2020)
28 slides from Spruce Power's SPAC merger presentation, Sep 18, 2020
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
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
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
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
Slide 5: Transaction Overview
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
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
Slide 7: Section I Business Overview
Section I Business Overview Section I Business Overview
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+
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
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
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
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
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
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
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
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 Results Results Seattle Fire Department Puget Sound Energy Last Mile Delivery • 550 HEV Transits and E-350 step • 27 HEV Ford E-450 ambulances us
Slide 17: Highly Unique Model – Highly Scalable & Capital Efficient
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
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
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
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 Dimitri Kazarinoff Chief Executive Officer & Board Member Rick Wagoner Former Chief Deb Frodl Board Chair Accomplished transportation industry exe
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
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
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
Slide 24: Section II Financials
Section II FinancialsSection II Financials
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
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 $25M International Expansion (Estima
Slide 27: Transaction Overview
Transaction Overview Commentary Pro Forma Valuation • XL equity holders will receive stock in public company (no cash paid to XL ($ 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
Slide 28: Valuation Benchmarking
Valuation Benchmarking (1)(2) Based on $1B EV Notable EV Players 10.5x 5.5x 6.9x 6.4x 6.4x 5.5x Median 3.0x 2.9x 1.5x 1.5x 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 1.8x 1.8x 0.7x 0.7x 0.7x 0.7x 0.4x XL Velodyne Tesla Hyllion Nik