Proterra SPAC Presentation Deck

Made public by

sourced by PitchSend

63 of 72

Creator

Proterra logo
Proterra

Category

Consumer

Published

April 2021

Slides

Transcriptions

#1PROTERRA Revolutionizing Commercial Vehicle Electrification Analyst Day - April 8, 2021 ARCLIGHT CLEAN TRANSITION PROTERRA POWERED 3 ERRA > oo TOP 0 PROTERRA ZXS DUOPOWER TECHNOLOGY BATTERY ELECTRIC ZERO EMISSIONS ALL THE POWER PROTERRA#2INTRODUCTION PROTERRA Disclaimer This presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the "Business Combination") between ArcLight Clean Transition Corp. ("ArcLight") and Proterra Inc. ("Proterra" or the "Company").. The information contained herein does not purport to be all-inclusive and none of ArcLight, the Company nor any of their respective subsidiaries, stockholders, shareholders, affiliates, representatives, control persons, partners, directors, officers, employees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein for any purpose or to make any decision. . To the fullest extent permitted by law, in no circumstances will ArcLight, the Company, or any of their respective subsidiaries, stockholders, shareholders, affiliates, representatives, control persons, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of the Company or the Business Combination. Use of Data Certain information contained in this Presentation relates to or is based on studies, publications, surveys and the Company's own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions; neither the Company, ArcLight nor their representatives or affiliates assumes any responsibility for updating this Presentation based on facts learned following its use. Finally, while the Company believes its internal research is reliable, such research has not been verified by any independent source and none of ArcLight or the Company, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives make any representation or warranty with respect to the accuracy of such information. Forward-Looking Statements Certain statements in this Presentation may be considered forward-looking statements. Forward-looking statements generally relate to future events or ArcLight's or the Company's future financial or other performance metrics. For example (and without limitation), statements concerning the following include forward-looking statements: summary financial forecast; projections of operating performance, revenues, gross margin, expenses, capital expenditures, total cost of goods sold, gross (loss) profit; estimates and projections regarding future manufacturing capacity: projections and estimates of market opportunity and market share; future profitability; the Company's business plan; market acceptance of the Company's offerings, the Company's ability to further attract, retain, and expand its customer base; the Company's ability to timely and effectively scale its production and manufacturing processes; the Company's ability to develop new products and services and bring them to market in a timely manner; the Company's expectations concerning relationships with strategic partners, suppliers, and other third parties; the Company's ability to maintain, protect, and enhance its intellectual property; future acquisitions, ventures or investments in companies or products, services, or technologies; the Company's ability to attract and retain qualified employees; continuation of favorable regulations and government incentives affecting the markets in which the Company operates; the proceeds of the Business Combination and the Company's expected cash runway; and the potential effects of the Business Combination on Arclight and the Company. In some cases, you can identify forward-looking statements by terminology such as "believe," "may," "will," "potentially," "estimate," "continue," "anticipate," "intend," "could," "would," "project," "target," "plan," "expect," or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by ArcLight and its management, and the Company and its management, as the case may be, are inherently uncertain and subject to material change. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in ArcLight's final prospectus relating to its initial public offering, dated September 22, 2020, and other filings with the Securities and Exchange Commission (SEC), as well as factors associated with companies, such as the Company, that are engaged in commercial electric vehicle technology, including anticipated trends, growth rates, and challenges in those businesses and in the markets in which they operate; macroeconomic conditions related to the global COVID-19 pandemic; trends with respect to government funding for public transit; the willingness of corporate and other public transportation providers to adopt and fund the purchase of electric vehicles for mass transit; expected adoption of electrification technologies for commercial vehicles; the size and growth of the market for alternative energy vehicles in general and medium- and heavy-duty electric vehicles, including transit buses and other commercial vehicles, in particular; the effects of increased competition; the ability to stay in compliance with laws and regulations that currently apply or become applicable to the commercial electric vehicle technology business and government contractors; the failure to realize the anticipated benefits of the Business Combination; the amount of redemption requests made by ArcLight's public stockholders; the ability of the issuer that results from the Business Combination to issue equity or equity-linked securities or obtain debt financing in connection with the Business Combination or in the future. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither ArcLight nor the Company undertakes any duty to update these forward-looking statements. Use of Projections This Presentation contains projected financial information with respect to Proterra. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See "Forward-Looking Statements" paragraph above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Neither ArcLight's nor the Company's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. In preparing and making certain forward-looking statements contained in this presentation, Proterra and ArcLight made a number of economic, market and operational assumptions. Notably, statements regarding the Company's 2025 vision, and summary financial forecast are, without limitation, subject to material assumptions regarding the Company's ability to economically manufacture and distribute its products at scale and meet its customers' business needs, the Company's ability to successfully execute its growth strategy, the Company's ability to maintain required strategic supply arrangements, rates of adoption of battery electric vehicles by customers in the markets in which the Company operates, and continuation of favorable regulations and government incentives affecting the markets in which the Company operates. The Company cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty. April 8, 2021 2#3INTRODUCTION Disclaimer (Cont'd) PROTERRA Additional Information In connection with the proposed Business Combination, ArcLights filed on February 2, 2021 with the SEC a registration statement on Form S-4 containing a preliminary proxy statement/prospectus of ArcLight, and after the registration statement is declared effective, ArcLight will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareholders. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. ArcLight's shareholders and other interested persons are advised to read the preliminary proxy statement/prospectus and, when available, the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about the Company, ArcLight and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of ArcLight as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: ArcLight Clean Transition Corp., 200 Clarendon Street, 55th Floor, Boston, MA 02116. Financial Information Certain of the financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, the registration statement filed by ArcLight and Proterra with the SEC. Participants in the Solicitation ArcLight, the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from ArcLight's shareholders with respect to the proposed Business Combination. A list of the names of ArcLight's directors and executive officers and a description of their interests in ArcLight is contained in ArcLight's final prospectus relating to its initial public offering, dated September 22, 2020, which was filed with the SEC and is available free of charge at the SEC's web site atwww.sec.gov, or by directing a request to ArcLight Clean Transition Corp., 200 Clarendon Street, 55th Floor, Boston, MA 02116. Additional information regarding the interests of the participants in the solicitation of proxies from ArcLight's shareholders with respect to the proposed Business Combination will be contained in the definitive proxy statement/prospectus for the proposed Business Combination when available. No Offer or Solicitation This Presentation shall not constitute a "solicitation" as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. Trademarks and Trade Names Proterra and ArcLight own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with the Company or ArcLight, or an endorsement or sponsorship by or of the Company or ArcLight. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear with the Ⓡ, TM or SM symbols, but such references are not intended to indicate, in any way, that the Company or ArcLight will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Summary of Contracts Insofar as this Presentation contains summaries of existing agreements and documents, such summaries are qualified in their entirety by reference to the agreements and documents being summarized. April 8, 2021 3#4INTRODUCTION Our Mission Advancing Electric Vehicle Technology to Deliver the World's Best Performing Commercial Vehicles TA Innovation DNA April 8, 2021 Significant TAM Differentiated Technology Profitable Growth Financial Profile Real-World Validation PROTERRA POWERED D P PROTERRA PROTERRA 4 D#5PROTERRA Proterra Overview Who We Are April 8, 2021#6PROTERRA OVERVIEW Proterra's Business Is Built Around Our Battery and Drivetrain Technology High-Performance Batteries, Drivetrains and High Voltage Systems & Components for Heavy-Duty Applications April 8, 2021 PROTERRA TRANSIT ELECTRIC O PROTE OTERRA PROTERRA ENERGY PROTERRA a PROTERRA 6#7PROTERRA OVERVIEW Proterra Transit: North America's #1 Electric Transit Bus OEM The Initial Application of Our Technology Was in Our Flagship North American Transit Bus Market April 8, 2021 PROTERRA TRANSIT ELECTRIC PROTERRA PROTERRA ENERGY PLEET SOLUTIONS PROTERRA POWERED PROTERRA 7#8PROTERRA OVERVIEW Proterra Powered: Battery & Drivetrain Supplier to Commercial Vehicle OEMs Providing our Technology to Other Commercial Vehicle Segments Is a Much Larger, Capital-Efficient Opportunity April 8, 2021 PROTERRA TRANSIT ELECTRIC O PROTE OTERRA PROTERRA ENERGY PLEET SOLUTIONS PROTERRA PROTERRA POWERED 8#9PROTERRA OVERVIEW Proterra Energy: Fleet Charging & Energy Management Solutions Additional Upside and Opportunity Evolved Out of Our Unique Insights into Fleet Charging's Underserved Needs April 8, 2021 PROTERRA TRANSIT ELECTRIC 1. Through December 31, 2020 PROTERRA PROTERRA ENERGY™ FLEET SOLUTIONS 11 Accede PROTERRA PROTERRA O#10PROTERRA OVERVIEW Integrated Technology Ecosystem Enables Optimized Product Offering Electrification Platform Provides Continuous Iteration and Improvement as well as Product Validation April 8, 2021 PROTERRA TRANSIT ELECTRIC O PROTE OTERRA PROTERRA ENERGY™ FLEET SOLUTIONS ***** PROTERRA PROTERRA POWERED 10#11PROTERRA OVERVIEW Proven Track Record and Solid Foundation for Growth 1 2 Ν 3 4 5 6 April 8, 2021 Integrated Technology Ecosystem Proven, Real-World Validation Significant Addressable Market Today Strategic Partnerships Premier Strategic and Financial Investors Real Revenue, Rapid Growth, Clear Visibility PROTERRA POWERED ~18M Real-World Service Miles ~$260Bn+ Global Commercial Electric Vehicle Market 2 DAIMLER Constellation. An Exelon Company EDISON INTERNATIONAL $197MM '20 Revenue PROTERRA 1. Over 600 vehicles on the road and over 450 vehicles in backlog as of December 2020 2. Includes commercial vehicles and charging; refer to Index on page 66 for additional information 3. From 2010 to 2019; refer to Index on page 66 for additional information 4. Versus diesel; refer to Index on page 66 for additional information TRANSIT 1,000+ 300 MWh Vehicles Sold 1 ~85% Decline in Electric Battery Costs 3 KOMATSU DAIMLER 6 BMW i Ventures 68% '20-'25E Revenue CAGR Batteries Produced ~40% Lower Vehicle Operating Costs 4 FRANKLIN TEMPLETON LG Chem INVESTMENTS COWEN $750MM+ Orders and Backlog 6 PROTERRA PROTERRA ENERGY™ FLEET SOLUTIONS 46 MW Charging Installed 100% Zero Emissions by 2050 15 State Targets 5 POWER ELECTRONICS generation KPCB KLEINER PERKINS CAUFIELD BYERS 25% ¹25E Gross Margin 5. Medium-duty and heavy-duty truck market; refer to Index on page 66 for additional information 6. As of December 2020; represents Proterra Transit backlog and Proterra Powered orders signed and under advanced negotiation 11#12PROTERRA OVERVIEW The Dawn of Commercial Vehicle Electrification Has Arrived Battery-Electric Is Projected to Dominate Medium-Duty and Be Large Player in Heavy-Duty Total cost of ownership is crossing the tipping point: Morgan Stanley Forecasts for Commercial Vehicle Battery Electric Penetration 4 ● ● ● Government / corporate targets are tightening: 15 states: 100% zero-emission trucks by 2050³ Fed-Ex: 100% electric vehicles by 2030 Amazon: 50% zero carbon shipments by 2030 UPS: 12% lower ground emissions by 2025 ● 40% lower fuel/maintenance costs 1 ● 85% decline in battery costs ² April 8, 2021 100% 75% 50% 25% 0% 2020 2022 2024 2026 2028 2030 2032 2034 2036 2038 1. Versus diesel; refer to Index on page 66 for additional information 2. From 2010 to 2019; refer to Index on page 66 for additional information 3. Medium-duty and heavy-duty truck market; refer to Index on page 66 for additional information 4. Morgan Stanley forecasts from March 2, 2021 report, "Mapping Alternative Powertrain Adoption" 2040 PROTERRA European Medium-Duty North American Medium-Duty North American Heavy-Duty 90% 74% 30% 12#13PROTERRA OVERVIEW Continued Momentum in the First Quarter of 2021 New Deals Since ArcLight Announcement Demonstrate Continued Progress Towards Our 2025 Targets 3 326 April 8, 2021 New OEM Partnerships Electric School Buses KOMATSU: Strategic collaboration to develop an optimal battery for electric excavators VOLTA TRUCKS : Up to tens of thousands Class 7 delivery trucks per year LIGHTNING Up to 3,000 Class 3 delivery vans by 2023 e MOTORS PROTERRA Ordered by Montgomery County Public Schools and Highland Electric in the largest single procurement of electric school buses in North America Includes Proterra Powered's 226 kWh batteries and drivetrains as well as Proterra Energy charging solutions 13#14PROTERRA OVERVIEW Biden's Jobs Plan Proterra Provides Potential Solutions to Help Achieve the Electrification Targets of the American Jobs Plan PROTERRA POWERED ~100,000 school buses electrified April 8, 2021 PROTERRA TRANSIT 50,000 diesel transit vehicles replaced BATTERY ELECTRIC PROTERRA ENERGY™ SOLUTIONS FLEET 500,000 EV Chargers wwwww.m PROTERRA PROTERRA "To spur domestic supply chains from raw materials to parts... and support American workers to make batteries and EVs" PROTERRA Note: Numbers cited are overall goals set forth in the American Jobs Plan. The American Jobs Plan's EV charging goals includes passenger vehicle charging, while Proterra's solution is directed to commercial vehicle fleet charging only 14#15PROTERRA OVERVIEW Battery Cell Supply Secured through 2022 In Discussions to Invest in Domestic Cell Manufacturing to Lock-in Long-Term Supply April 8, 2021 PROTERRA End-market analysis in 2018 spurred internal initiative to secure long-term battery cell supply Contract with LG Energy Solutions ensures cell supply at competitive prices through a critical growth phase Active discussions to partner on an investment in U.S.- based cell manufacturing 15#16PROTERRA OVERVIEW Strategically Positioned for a Total Addressable Market of ~$260 Billion April 8, 2021 ~$225 Billion Global Commercial Vehicle Powertrain Market 1 ~4.4 Million Vehicles 1 PROTERRA POWERED PROTERRA DAIMLER DAIMLER FRAS TRANSIT VAN HOOL BusTech Group KOMATSU OPTIMAL EV Can Cas LIGHTNING e MOTORS VOLTA TRUCKS Current Proterra Vehicle Categories ~$37 Billion Global Commercial Vehicle Charging Investment ² 40 TWh Annual Energy Need by 2030+ ² PROTERRA ENERGY™ FLEET SOLUTIONS PROTERRA 1. Estimated 2023 addressable market and number of vehicles for long-haul, medium-duty, construction / mining and buses; refer to Index on page 66 for additional information 2. Estimated 2030 addressable market and energy need excluding passenger cars; refer to Index on page 66 for additional information 16#17PROTERRA OVERVIEW Commercial Vehicle Batteries Must Overcome Significant Technical Challenges Proterra's Battery Technology Is Optimized to Excel on the Factors Most Critical to Commercial Vehicles April 8, 2021 Safety Reliability ISO 26262 Passive propagation resistant • Extended 12-year warranty Ballistic-grade enclosure Life PROTERRA Cost 4,000 cycles Designed to outlast the 12-year life of a vehicle Compelling TCO today • <$20M Capex per GWh Energy Density PROTERRA • Maximizes passenger/cargo capacity Increases range and vehicle efficiency ● Manufacturability • 675 MWh capacity GWh per 50k sq. ft. 17#18PROTERRA OVERVIEW PROTERRA POWERED Partnership Model End-to-End Powertrain PROTERRA TRANSIT Proterra Powered Technology Spans the Electric Drivetrain Ecosystem Range of Offerings from Battery Supply to Complete Powertrain Integration to Seamlessly Electrify Vehicles Energy System Integration Battery Supply Battery / EV Components April 8, 2021 PROTERRA ENERGY FLEET IDENTIONS 1 Battery System L L Offering Provided to OEMs High Voltage Systems & Controls EV Components Drivetrain ATTERYEECTRIC ELECTRIC Existing Commercial Vehicle Segments Served ZER PROTERRA TRANSIT Transit Bus KOMATSU Excavator VOLTA TRUCKS Class 7 Truck DAIMLER CREIGHTLINED Canton Classi's Stepvan BusTech Group Transit Bus LIGHTNING e MOTORS PROTERRA Class 3 Van DAIMLER LEOTIS School Bus VAN HOOL Coach Bus OPTIMAL EV Shuttle Bus 211 TE 18#19PROTERRA OVERVIEW Modular, Scalable Manufacturing Enables Expansion at Customer Sites Advanced R&D, 81 Patents, and Manufacturing Capabilities In-Place and At-Scale Demonstrated Ability to Efficiently Scale Capacity BATTERY MANUFACTURING Los Angeles Battery Factory Is a Template for Future Sites Rapid Deployment: Built in under 12 months Cost Effective: Sub-$20MM invested, 50K sq. ft. per GWh Automated: ~50% labor cost reduction Replicable: Template for co-location at customer sites Since 2017 April 8, 2021 Established Footprint in Technology and Manufacturing Hubs Year Opened 86% Reduction in Battery Unit Cost 1. Represents capacity of our newest-generation 2170 cells 2. Represents capacity of our prior-generation 18650 cells 3. Per Bus Los Angeles, CA Burlingame, CA Greenville, SC Product Battery Bus Battery Bus 2020 2017 2017 2011 PROTERRA Max. Annual Capacity 675 MWh ¹ 280 vehicles 345 MWh ² 400 Vehicles 55% Reduction in Labor and Overhead 3 19#20PROTERRA OVERVIEW Proterra Provides a More Complete Solution than Its Battery Competitors Vertically-Integrated Portfolio and First-Hand Vehicle and Charging Experience Provide Distinct Advantage O PROTERRA Complete Drivetrain Offering Vehicle Integration Expertise and Experience Integrated Fleet-Level Charging Solutions Domestic U.S. Production (Buy America-eligible) Modular Manufacturing ✓ April 8, 2021 U.S.-Based Competitor X X X X Europe-Based Competitor X X X X China-Based Competitor X X X PROTERRA X X Our Integrated Role throughout the Electrification Eco-System Enhances Our Offering and Is Difficult to Replicate 20#21PROTERRA OVERVIEW PROTERRA POWERED DAIMLER ● PROTERRA Daimler Strategic Partnership Validates Our Technology in Multiple Segments World's Largest Commercial Vehicle Manufacturer is a Customer and Investor 71 TRANSIT Seven Iconic Commercial Vehicle Brands Under One Roof BUILT BUSE April 8, 2021 PROTERRA ENERGY FLEET IDENTIONS WESTERN STAR Anchor investor in the current $415MM PIPE FREIGHTLINER BHARATBENZ World's largest commercial vehicle manufacturer with unmatched global scale -$50 billion in annual revenue and ~520,000 annual vehicles sold 1 Meaningful Shareholder and Senior Executive Commitment In September 2018, Daimler Trucks & Buses co-led investment in Proterra SETRA FUSO Jochen Goetz Head of Finance & Controlling, Daimler Trucks & Buses Proterra Director 1. Fiscal Year 2019 2. Refer to Index on page 66 for additional information 3. Refer to Index on page 66 for additional information Sizable, Existing Commercial Agreements CREIGHTLINED Costem Chassis. PROTERRA BUILT BUSE Deliveries expected to begin in 2021 Existing Industry Fleet in U.S.: 300,000+ vehicles 2 In production since Q2 2020 Existing Industry Fleet in U.S.: 480,000+ vehicles 3 21#22PROTERRA OVERVIEW Public Company-Ready Leadership Team and Board Leadership Team Jack Allen Chief Executive Officer Amy Ard Chief Financial Officer April 8, 2021 Dustin Grace Chief Technology Officer Josh Ensign Chief Operating Officer JoAnn Covington Chief Legal Officer Gareth Joyce President, Proterra Powered & Energy Rick Huibregtse Sr.VP, Engineering John Walsh Sr. VP of Sales NAVISTAR valspar AMG TESLA PCC Precision Castparts Corp. pwc TESLA ADELTA Remy REV Vehicles for life HONDA Honeywell rocketfuel Mercedes-Benz DELPHI DAVEY COACH SALES INCORPORATED Board of Directors Jack Allen Chairman Ryan Popple Director Jochen Goetz Director Constance Skidmore Director Mike Smith Director Brook Porter Director Jeannine Sargent Director Jake Erhard Director Nominee NAVISTAR valspar TESLA KPCB PROTERRA DAIMLER pwc G2VP flex Constellation. Wel Compan ARCLIGHT KPCB KLEINER PERKINS CAUFIELD AVERS KLEINER PERKINS CAUFIELD AVERS cerlikon Schroders 22#23PROTERRA Proterra Business Units How We Win April 8, 2021 PROTERRA POWERED C FASTBARA D 23#24PROTERRA BUSINESS UNITS Lower Cost of Ownership Wins • Fuel efficiency Uptime • Maintenance costs April 8, 2021 PROTERRA TRANSIT ELECTRIC O PROTE OTERRA PROTERRA ENERGY™ FLEET SOLUTIONS 11 ***** ● ● Charging hardware Design & installation Ongoing energy usage PROTERRA POWERED PROTERRA • Battery cost/kWh • Drivetrain efficiency • Degradation and lifespan 24#25PROTERRA BUSINESS UNITS Battery Cost Declines Are Tipping the TCO Scales for Electric Trucks & Buses Total Cost of Ownership Is Increasingly a Critical Driver of Commercial Vehicle Demand Beyond Regulation Transit Buses Can Offer TCO Advantage vs. Diesel Today School Bus TCO Can Be Significantly Higher with V2G Benefits % Better % Better +23% Electric School Buses w/V2G 4 TCO vs. Diesel ▼ % Worse +14% (4%) +17% April 8, 2021 +7% Electric Transit Bus 1 Electric Stepvans Diesel Parity 2 3 2020 2025 1. Electric transit bus assumes 40k miles/year and 12-year life, 2.5 kWh usable energy per mile, $0.12/kWh electricity price, $0.50/mile maintenance costs, and -65% price premium; 2025 assumes (30-40%) reduction in battery cost, -(5%) reduction in vehicle price, 2. Electric stepvans assume 20k miles/year and 15-year life, 1.6 kWh usable energy per mile, $0.12/kWh electricity price, $0.40 mile maintenance costs, and 100% price premium vs. diesel; 2025 assumes (30-40%) reduction in battery cost and (15-20%) reduction in vehicle price 3. Diesel parity assumes fuel costs of $3/gallon; diesel transit bus assumes 40k miles/year and 12-year life, 3.3 mpg, and $1.00/mile maintenance costs; diesel stepvan assumes 20k miles/year and 15-year life, 10 mpg, and $0.60/mile maintenance costs; 2025 assumes 5% increase in vehicle price TCO vs. Diesel % Worse +8% (8%) PROTERRA +8% 2020 2025 4. Vehicle to grid assumes additional net benefit of -$5k per year per vehicle, approximately one-third of the V2G revenue potential of -$15k per electric school bus estimated by a 2014 University of Delaware study, "A Cost Benefit Analysis of a V2G-Capable Electric School Bus Compared to a Traditional Diesel School Bus" 5. Electric school bus assumes 13.5k miles/year and 15-year life, 1.6 kWh per mile, $0.12/kWh electricity price, $0.40/mile maintenance costs, and -170% price premium; 2025 assumes (30-40%) reduction in battery cost and (15-20%) reduction in vehicle price 6. Diesel parity assumes 13.5k miles/year and 15-year life, fuel costs of $3/gallon, 7.5 mpg, and $1.10/mile maintenance costs; 2025 assumes 5% increase in vehicle price Note: All analyses assume 5% discount rate and do not incorporate energy infrastructure costs or demand charges nor incentives or carbon credits Lawrence Berkeley National Laboratory Study Forecasts Electric Long-Haul Trucks Will Have 50% Lower TCO than Diesel by 2030 Electric School Buses w/No V2G 5 Diesel Parity 6 25#26PROTERRA BUSINESS UNITS Short-Haul Segments Offer Large and Viable Electrification Opportunity Today Vehicles with High Mileage, Low Fuel Efficiency, and Fixed Depot-Based Routes Are Ideal for Electrification Miles Traveled Per Year 1 Gross Weight (lbs.) April 8, 2021 Annual Unit Volumes >5k North American Transit Bus -40k ELECTRIC 30k-45k >35k North American School Bus ² E FILTR 12k-15k -30k >50k International Bus + North American 3 Coach Bus KPE -40k 50-55k 1. Refer to Index on page 66 for sources 2. School Bus Fleet (2018): Type C and D school buses only 3. Freedonia (2018): International includes transit and coach buses in Europe, Australia, and Japan 4. LMC Automotive (2019) >75k European Medium-Duty Trucks 4 KMEY 20K-30k 14k-32k >90k 10k-25k >100k North American North American North American Straight Class 8 Cutaway Chassis 6 Medium-Duty Trucks 5 Trucks 7 33k+ 12k-30k 10k-16k >140k 7. LMC Automotive (2019). Excludes school bus and cutaway chassis broken out separately 8. Cuimmins (2020) 12k-20k PROTERRA 14k-32k >300k Global Excavators 5. Allison Transmissions (2019) 6. Ford Authority and Good Car Bad Car: Cutaway chassis includes Ford E-Series, Ram Promaster, GMC Savana and includes applications including cargo vans, shuttle buses, Type A school buses NM 14k-90k+ 8 26#27PROTERRA BUSINESS UNITS Proterra Powered Overview Providing the Performance, Lifespan and Costs Required for Heavy-Duty Fleet Electrification April 8, 2021 PROTERRA TRANSIT ELECTRIC PROTERRA ENERGY PROTERRA FLEET SOLUTIONS MME PROTERRA POWERED PROTERRA 27#28PROTERRA BUSINESS UNITS PROTERRA POWERED PROTERRA ENERGY PARE? SOLUTIONS 1 Outsourcing Likely to Remain a Major Component of OEMs' Battery Strategies Transit & School Buses 1 PROTERRA OEMs Typically Outsource Most, if Not All, Diesel/CNG Powertrains Across Most Commercial Vehicle Segments Already April 8, 2021 TRANSIT 100% Cutaway Chassis 2 100% 13rd-Party Supplier Technology leadership Straight Class 8 Trucks 3 2 <25% >75% Three Critical Elements of the Value that Proterra Powered Provides to OEMs in their Electrification Initiatives Speed to market Medium-Duty Trucks 4 25% 4. Based on Cummins' reported share of the North American medium-duty market in 2020 5. Based on Cummins' reported share of the global excavator market in 2020 75% Vertically-Integrated PROTERRA 3 Excavators 5 <85% 1. North American market. Based on product spec sheets from New Flyer, Nova Bus, Bluebird, Navistar, and Thomas Built Buses 2. North American market. While cutaway chassis include powertrains produced by "first-stage" manufacturers, they are by definition sold to "second-stage" manufacturers who build bodies on top of them 3. North American market. Based on Allison Transmission's 2019 and 2020 market share >15% Scale and Flexibility 28#29PROTERRA BUSINESS UNITS PROTERRA POWERED OEM Partner Model Initial Partnerships Established a Foundation for our Growth VAN HOOL Applications Served Vehicle Class Battery Size PROTERRA ENERGY PLEET ERLUTIONS Range Production Volumes April 8, 2021 PROTERRA TRANSIT Thomas BUILT BUSES Saf-T-Liner C2 Jouley School buses (Type C) Class 7 226 kWh up to 135 miles Deliveries began in Q2 2020 0555 CX45E Commuter coach buses Class 8 676 kWh up to 310 miles First deliveries in 1H 2021 BusTech Group Buslech ZDI-P450 Transit buses (Australia) Class 8 452 kWh up to ~200 miles Initial production targeted for 2021 PROTERRA OPTIMAL ' EV E1 Cutaway chassis Class 4 113 kWh up to 125 miles Initial production targeted for 2021 29#30PROTERRA BUSINESS UNITS PROTERRA POWERED OEM Partner Model Vehicle Class New Partnerships Have Expanded into Truck and Off-Highway Categories Applications Served Battery Size PROTERRA ENERGY Range PARET SELUTIONS April 8, 2021 Production Volumes PROTERRA TRANSIT VOLTA TRUCKS Volta Zero Last-Mile Urban Delivery Class 7 ZER 225 kWh up to 125 miles First deliveries targeted for 2022 FREIGHTLINER Custom Chassis MT50e Step Vans Class 4-6 226 kWh > 125 miles Initial production targeted for 2021 R LIGHTNING e MOTORS Transit Van Cargo vans, ambulances, shuttle buses Class 3 Confidential up to ~200 miles PROTERRA Initial production of ~100 in 2021; Targeting ~3k in 2023 KOMATSU KOMATSU Hydraulic Excavator 10 - 20 ton Construction Equipment Confidential NM First prototype in 2021; commercial production planned for 2023-24 30#31PROTERRA BUSINESS UNITS Proterra Energy Overview Reducing Commercial Fleets' Friction in Adopting Charging Infrastructure April 8, 2021 PROTERRA TRANSIT ELECTRIC PROTERRA PROTERRA ENERGY™ FLEET SOLUTIONS 11 Accede PROTERRA PROTERRA 31#32A PROTERRA BUSINESS UNITS Zoeu-Emiton 4ATPERECTRICE SHOW FLYSUC.COM PROTERRA ENERGY™ FLEET SOLUTIONS PROTERRA POWERED Proterra Energy: Commercial Vehicle Charging is Challenging and Underserved $37Bn of Annual Investment Expected in Global Charging Infrastructure by the End of the Decade ¹ April 8, 2021 PROTERRA TRANSIT Charging is Key to Electrify Commercial Vehicle Fleets... ...and Represents a Large, Underserved Market Hundreds of vehicles per depot, each requiring 75-300 kW of charging power High Power Needs Continuous Service Operational Constraints ● ● ● Peak power of up to -30 MW per depot, multiples of typical interconnection Commercial vehicles operate every day, with consistently high charging needs 99%+ uptime is expected, reliability is a must even with untrained operators Must conform to existing high-density fleet yard layouts Must support grid stability Must seamlessly integrate into normal-course operations Fleet Depots 1. Refer to Index on page 66 for additional information 2. Refer to Index on page 66 for additional information 3. Refer to Index on page 66 for additional information 4. Refer to Index on page 66 for additional information En-Route Top-Ups Destination Charging · PROTERRA ● Over 1.4MM vehicles managed by US fleet operators ² Focus: lowering TCO across vehicles and chargers Over 300,000 truck parking spaces across the U.S. ³ Focus: integration with existing infrastructure Significant Market Opportunity Requiring a Multidisciplinary Approach Over 250,000 warehouses in the U.S. 4 Focus: integration of charging with logistical activities 32#33PROTERRA BUSINESS UNITS PROTERRA ENERGY™ FLEET SOLUTIONS 46 MW 450+ >80% 13% April 8, 2021 PROTERRA TRANSIT PROTERRA POWERED Proterra Energy: Pioneering High-Power, Fleet-Scale Charging Solutions Early Leadership in Electric Buses Has Provided First-Mover Advantage in Commercial Vehicle Fleet Charging charging infrastructure installed charging infrastructure installed Transit customers have purchased our charging solutions of 2020 revenue MW Charging Installed 4.3 ETS 2.5 2.4 Foothill Transis cta 2.0 LADOT 1.8 RTD 1.6 1.5 King County METRO PARK CITY 1.5 UNIVERSITY OF GEORGIA 1.4 RTC 1.3 1.3 starmetro DART PROTERRA 15 customers with >1 MW charging installed 1.1 cat us 1.1 1.1 StaRT PVTA 33#34WEL PROTERRA BUSINESS UNITS PROTERRA POWERED CITUDE MONESTO MK Proterra Energy: Integrated Fleet Charging Solutions Charging Modeling, Hardware, Installation, and Management Provide an End-to-End Solution CE April 8, 2021 PROTERRA ENERGY™ FLEET SOLUTIONS POWER CONTROL SYSTEM PROTERRA 21877 PROTERRA 60 TRANSIT Engineered Planning d 18:38 Fleet modeling & planning Utility interface Project management Energy Sourcing Turnkey infrastructure installation EaaS financing & battery leasing 4 Storage / Resiliency Charging Infrastructure High density behind-the-fence solutions Medium voltage interface Energy storage integration capability Exclusive partnership with: POWER ELECTRONICS Energy Management In-house developed SaaS platform Fleet monitoring • V2G DERMS integration PROTERRA APEX PROTERRA Reuse / Recycling 2nd life battery fleet expansion Agreement with recycling leader Redwood Materials REDWOOD MATERIALS 34#35April 8, 2021 35 # of 150 kW chargers: 45 12 Max. power demand: 5 MW 1.3 MW Hypothetical project cost: $17.4 M $9 M 42 15: POWER DEMAND ON GRID Power (kW) threshold Demand charge Power (kW) threshold Demand charge In Operation Charging Scheduled Maintenance 01:00 02:00 03:00 04:00 05:00 06:00 07:00 08:00 00:60 11:00 13:00 14:00 15:00 16:00 17:00 18:00 19:00 20:00 21:00 22:00 23:00 42 39 36 33 30 27 24 21 18 15 12 9 6 3 0 00:00 01:00 02:00 03:00 04:00 05:00 06:00 07:00 08:00 09:00 3.37 A Dung D 10:00 11:00 12:00 13:00 14:00 15:00 16:00 17:00 18:00 19:00 20:00 21:00 Miles & kWh Used/ Remaining 22:00 23:00 EELNE ICHQI O 42 39 36 33 30 27 24 21 18 15 12 9 6 3 0 Speed) BUS & CHARGER SCHEDULE Unmanaged Charging Model Managed Charging Model Proterra Energy: Apex Software Aims to Optimize Charging & Energy Usage POWERED PROTERRA FLEET SOLUTIONS ENERGY™ PROTERRA PROTERRA TRANSIT PROTERRA PROTERRA BUSINESS UNITS#36PROTERRA BUSINESS UNITS PROTERRA ENERGY™ FLEET SOLUTIONS April 8, 2021 Mobile Energy Storage PROTERRA POWERED Proterra Energy: Vehicle-to-Grid Platform Unlocks New Revenue Opportunities PROTERRA PROTERRA POWERED TRANSIT Vehicle Data (kWh, miles, SOH) Bi-Directional Power Flow (DC) PROTERRA APEX CLOUD ENERGY MANAGEMENT Charge Session Metrics Command Charge/Discharge PROTERRA Bi-Directional Charger PROTERRA ENERGY FLEET SOLUTIONS Command & Schedule Charge Session Metrics PROTERRA Bi-Directional Power Flow (AC) 4 Distributed Energy Resource Management System A A Electrical Grid ENERGY PROVIDER Initial Customers: Dominion Energy Beverly, Massachusetts Proterra Vehicle-to-Grid Applications Can Transform Electric Vehicles Into Utility Grid Assets and Lower TCO Data Energy 36#37PROTERRA BUSINESS UNITS PROTERRA ENERGY™ FLEET SOLUTIONS April 8, 2021 PROTERRA TRANSIT PROTERRA POWERED Proterra Energy: Eliminating the Friction to Electric Fleet-Scale Charging Efficient Charging and Energy Management Solutions Can Lower the Total Cost of Ownership of Electrification PROTERRA ENERGY™ FLEET SOLUTIONS Capital Costs Reduction in chargers per vehicle of 50%+ Eliminates need for switchgear and transformer upgrades Fleet Charging Constraint Compatibility Charges Proterra and other electric vehicles Compliance with SAE universal standards; CCS1 industrial dispenser Universal plug-in and pantograph options Spatial Only 1,100 sq. ft. per MW of charging 34% reduction in equipment square footage PROTERRA Energy Costs Optimizes charge scheduling and control • Minimizes utility demand charges Our Proprietary Software Algorithms Analyze Fleets and Utility Rates to Optimize Scheduling and Charging 37#38PROTERRA BUSINESS UNITS Proterra Transit Overview Validating our Technology with a Purpose-Built Vehicle in the Segment Early to Electrify April 8, 2021 PROTERRA TRANSIT ELECTRIC PROTERRA PROTERRA ENERGY PLEET SOLUTIONS PROTERRA POWERED PROTERRA 38#39PROTERRA BUSINESS UNITS PROTERRA ENERGY 2% PROTERRA PROTERRA POWERED Proterra Transit: North American Bus Market Is Rapidly Electrifying 130+ Communities in 43 States and Provinces Choose Proterra TRANSIT Frost & Sullivan Project 50% Electric Penetration by 2025 1 % of Total North American Bus Market (Annual Sales) April 8, 2021 '17-'25 CAGR: 50% 50% 2017 2018 2019 2020 2021 2022 2023 2024 2025 25K+ North American Buses Must be 100% Zero Emission by 2040² Zero Emission Buses Now 26% of Active Bid Universe ³ Proterra's Customers Operate Over 30% of the N.A. Transit Bus Fleet 4 CO @ Proterra Customer 600+ Vehicles on the Road Ⓒ Ⓡ ro $450MM+ Cumulative Revenue 1. Refer to Index on page 66 for additional information 2. Reflects seven North American city and state mandates (California, NYC, Toronto, Chicago, Seattle, Minneapolis and Miami); refer to Index on page 66 for additional information 3. NFI Group's active North American transit bus bid universe; refer to Index on page 66 for additional information 4. Refer to Index on page 66 for additional information PROTERRA O 450+ Vehicles in Backlog 39#40PROTERRA BUSINESS UNITS PROTERRA POWERED PROTERRA ENERGY AMAZXS 300S BOHOLOGY BATER ELECTRIC TERCESSIONE ALL THE POWER PROTERRA PROTERRA Proterra Transit: North America's #1 Electric Transit Bus OEM Battery/Drivetrain Technology Has Driven Leadership in Flagship Validation Market with 50%+ Market Share 1 Purpose-Built Electric Transit Bus Technology Platform April 8, 2021 TRANSIT ZX5 5th GENERATION CLEAN & QUIET rei LONGEST RANGE PROTERRA Proven Validation Superior Performance Significant Savings 1. 2012-2019 Proterra electric transit bus market share in North America; refer to Index on page 66 for additional information 0 ● ● ● ● ● ● PROTERRA 50% Market Share 18 Million Real-World Service Miles 10+ Year Vehicle Service Track Record Successfully Completed 8 Altoona Tests Long Range High Fuel Efficiency Faster Acceleration than diesel Greater Horsepower than diesel Low Operating Costs High Uptime Zero Tailpipe Emissions 40#41PROTERRA BUSINESS UNITS PROTERRA POWERED Edmonton Transit Service Customer Case Studies in Fully Integrated Proterra Solutions Edmonton PROTERRA ENERGY FLEET SOLUTIONS ETS Edmonton Transit System Electric Bus, Charging Infrastructure and Charge Management Software Toke Mo April 8, 2021 Edmonton PROTERRA ● TRANSIT Deployment Proterra Transit: 40 electric transit buses • ✓ Proterra Powered: 660 kWh batteries and DuoPower drivetrains Proterra Energy: 4.3 MW of charging hardware Customer Highlights Fully integrated charging solutions First-of-its-kind depot layout and software control systems Optimizes scheduling while lowering demand charges Dominion Energy® Batteries, Drivetrains, Vehicle Controls, and V2G Services TERRA OWER ONTROL YSTEM PROTERRA 60kW eo b501EK SYS PROTERRA V26 60 PROTERRA Ve PROTERRA PROTES PROTE Deployment Proterra Powered: End-to-end electric powertrains for 50 Thomas-built school buses Proterra Powered: 220 kWh batteries, drivetrains and vehicle controls Proterra Energy: Charging infrastructure and V2G services Customer Highlights Dominion Energy is seeking state approval for additional 1,000+ electric school buses over next 5 years Bus batteries utilized as grid resource ✓ Provides backup power, stabilization and load shifting 41#42PROTERRA Proterra Technology Why We Win April 8, 2021 PROTERRA -POWERED 42#43PROTERRA TECHNOLOGY Proterra's Innovation DNA M April 8, 2021 NOTERRA Deep and Diversified Engineering Expertise Core engineering team has deep automotive battery engineering experience and dedication to first-principles engineering Expertise across multiple engineering disciplines: mechanical, electrical, chemical, software Strong Professional Backgrounds with Industry Leaders ● TESLA Premier and Innovative Product Development DNA BATTERY ELECTRIC HONDA BOSCH GM TTTT PROTERRA 81 Patents Across Our Integrated Technology Ecosystem ¹ 1. As of December 2020; key patent families are Battery Configuration and Energy Management, Powertrain and Vehicle Controls, Charging Interface and Methods, Composite Body and Vehicle Design, and Vehicle Controls Bloomenergy® tam 43#44PROTERRA TECHNOLOGY Battery System: Vertically Integrated Development and Manufacturing Enhances Performance and Lowers Cost World-Class Cell Supply ● April 8, 2021 3rd Party Cells Small Format Cylindrical Cells ~2 GWh contract secures cell supply from 2020 to 2022 In-house cycle testing, safety testing, modeling, and algorithm development Plan to co-invest in cell manufacturing capacity Deep Vertical Integration Approach Engineered, Validated and Manufactured by Proterra in California Module Highly Integrated Thermal and Structural Architecture Liquid cooled module beams make-up entirety of internal pack structure Capable of impact energy absorption Cell fusing & interconnection made via high-speed fiber laser processing . · · • Battery Pack Flexible Battery Management System Functional safety certified (ISO 26262) battery management system developed with strategic partner Flexible software and hardware architecture enables up to 1200 V strings Patented thermal event mitigation Ruggedized enclosure • Energy System Seamless Software Integration PROTERRA Internally-developed software, vehicle control unit, charge controller, and telemetry gateway Advanced system enables seamless integration of batteries and powertrains into partner vehicles Capable of over-the-air software flash updates 44#45PROTERRA TECHNOLOGY Battery System: Modular and Scalable for Many Commercial Vehicle Segments Multiple Widths and Heights KWh Battery System Vehicle H 7777 April 8, 2021 S SERIES SERIES Versatile Design Elements Can Enable Applications Across Commercial Vehicle Market Scalable Lengths 113 www f Stackable Configurable Voltage Module Battery Pack PROTERRA Voltage Options • ● 17V / 25V / 35V / 50V Up to 1200V Up to 16 parallel strings 1,000 45#46PROTERRA TECHNOLOGY Battery System: State-of-the-Art Technology Designed to Excel in Medium and Heavy-Duty Vehicle Applications Proterra Battery Core Attributes Intelligent Battery Management System Gravimetric Energy Density Volumetric Energy Density Ruggedized, Commercial Grade Enclosure Functional Safety Certified Resiliency to Cell Defects and Failures Multi-Layered Passive and Active Safety Systems April 8, 2021 Real-World Customer Benefit ✓ Hundreds of sensors delivering continuous monitoring and diagnostics ✓ Extended range, higher cargo / occupant capacity, and increased vehicle efficiency Minimizes battery space requirements with packaging designed for safety Ballistic-grade materials designed to withstand the toughest conditions over vehicle lifecycle ✓ Redundant sensing and processing designed to ensure safe and reliable operation ✓ Long life span, intrinsically resistant to cell propagation State-of-the-art testing, certification & compliance programs PROTERRA PROTERRA POWERED 46 TOTT#47PROTERRA TECHNOLOGY Battery System: Continuous Research and Development Excellence Next Generation Battery Targeting Commercial Vehicle Powertrain Cost Parity by Mid-Decade Confidential Next Generation 2022 5th Generation 2021 4th Generation 2017 3rd Generation April 8, 2021 S Significant Increase in Scale to 5+ GWh SERIES 7777 HELM H SERIES First to Market with NCM 811 18650 Cells Pursue Investment in Dedicated Domestic Cell Capacity 10% increase in Energy Density Higher Energy Density 2170 Cells New Core Single Module Architecture Vertical Integration of Sub-Components Flexible Module Platform (7 Variants) Ramp of Team Testing, and Integration 1 As compared to the 2nd generation battery Continued Module Design Enhancement Greater Scale and Continued Learning Curve 20%+ estimated cost reduction 80%+ cost reduction 1 Deepening of Vertical Integration of Electrical Components 20%+ estimated cost reduction PROTERRA 25%+ estimated cost reduction Battery Program Guiding Principles Increase Energy Density Lower Costs Further Advance Safety Leadership 47#48PROTERRA TECHNOLOGY Best-in-Class Integrated Drivetrains: Proven, Advanced Performance Purpose-Built to Optimize Torque and Efficiency Industry-Leading Drivetrain Capabilities Longest range with 5x the efficiency and 2x the acceleration of a diesel bus Designed to outperform direct-drive systems in all conditions Dedicated team performs system integration, software & controls, testing & validation Next generation drivetrain unlocks new commercial vehicles April 8, 2021 Portfolio Serves Multiple Commercial Vehicle Applications Technology Proterra DuoPower eAxle Next Generation (In Development) Proterra ProDrive Confidential Wheel Transmission Torque Dual 2-Speed 4-Speed 2-Speed 22,000 Nm 25,400 Nm 19,700 Nm PROTERRA Proterra is Well-Positioned with a Strong Portfolio of Multi-Speed Drivetrain Solutions Continuous Power 370 kW 200 kW 180 kW 48#49PROTERRA TECHNOLOGY Energy Solutions: Integrated Charging Applications for Fleets of All Sizes Universal Using Industry-Standard Connections Open Source Communications Protocol Unit Size Configuration Status April 8, 2021 PROTERRAI Overnight Charger 75 kW 150 kW Up to 4 vehicles Intelligent Smart-Charging Capable V2G Bi-directional Power Flow PROTERRA @ Automatic Charger 250 kW 500 kW Up to 2 vehicles In Production PROTERRA 1 Remote PCS Can Be Up to 500 Feet from Dispenser Microgrid Ready Fleet Charger 1.5 MW Scalable up to 40 vehicles Fleet Charger Minimizes Footprint and Lowers Cost to the Customer PROTERRA Scalable & Adaptable Wall, Ceiling or Pedestal Installations Telematics Enabled PROTERRA Fleet Battery 1.5 MW 1st life or 2nd life In Development 49#50PROTERRA Proterra Financials How We Grow April 8, 2021 SIC FLSIC.COM PROTERRA 50#51PROTERRA FINANCIALS Setting the Stage for Our 2025 Revenue Target of ~$2.5 Billion Revenue 2020-25 CAGR Assumptions April 8, 2021 $0.8B +39% Proterra Transit Buses delivered: -1,000 Avg. price per vehicle: $700k-$750k 1 • - $1.8B +114% 1. Blended bus pricing can vary on list price, customization, and product mix 2. Blended Proterra Powered pricing can vary on battery price, battery size, and attach rate of drivetrain and other components; blended charging solutions pricing can vary on product mix as well as additional infrastructure services that may be provided Proterra Powered & Energy PROTERRA Proterra Powered vehicle sets delivered: 20-25k Proterra Energy: 25-30% Transit/Powered end customers purchase charging solutions Avg. price per vehicle: $50k-$150k for Powered and $30k-$100k+ for Energy ² 51#52PROTERRA FINANCIALS Proterra Transit Forecasts Assume Higher Penetration and Moderation in Share Battery-Electric Penetration Assumptions in 2025 April 8, 2021 Total North American Transit Bus Market: 5,500 6,000 Units Electric Penetration: 40-45% PROTERRA Proterra's Market Share Assumptions in 2025 North American Electric Transit Bus Sales: 2,200 2,700 Units Proterra share: ~40% 52#53PROTERRA FINANCIALS Proterra Powered Forecasts Are Built Bottom-Up by Partnership April 8, 2021 2025 Proterra Powered Vehicle Set Deliveries 5-8k School, Shuttle, & Coach Buses 5-8k Medium-Duty Last-Mile Delivery Trucks/Vans <1-2k Int'l Buses & Other 12-14k Potential Vehicle Sets from Existing Partnerships 10-12k Potential Vehicle Sets from New Partnerships PROTERRA 20-25k 2025 Proterra Powered Unit Forecast 53#54PROTERRA FINANCIALS Positive Gross Margin Today Paves the Path for Our 25% Target by 2025 -26% Gross Margin Expansion in Under Three Years ¹... ...with Roadmap to ~25% Gross Margins at Scale 86% reduction in battery cost / kWh 54% reduction in labor and overhead 2 48% reduction in freight cost per bus April 8, 2021 Proven Ability to Reduce Costs 1. Proterra cost reductions since 2017 2. Unit costs 4% Gross Margin 2020 Redesign • Battery pack Drive train +18% Manufacturing Efficiency +24% Bill of Materials Resource / Renegotiate ● . Cells Vertical integration (non-cell battery components, harnesses) (21%) Price Reduction, Market Expansion PROTERRA 25% Gross Margin 2025E Design for Manufacturability • Automation of battery module and pack line • Modularized design of products 54#55PROTERRA FINANCIALS Revenue and Cost Targets Point to ~$500 Million in EBITDA in 2025 April 8, 2021 2025 Assumptions : ■ Revenue of $2.5B and Gross Margin of -25% Operating Expenses decline from ~50% of revenue today to <8% D&A rises from $15M+ today to ~$40M EBITDA Margins of ~20% PROTERRA 55#56PROTERRA FINANCIALS Macro Uncertainties Add New Dimension of Variability to Our 2021-22 Outlook Supply Chain and Transit Budget Delays in 2021 Likely to Have a Spillover Effect in 2022 PROTERRA ■ POWERED PROTERRA ENERGY™ ▪ Acceleration in new Proterra Powered partnerships in 2021 YTD FLEET SOLUTIONS ● Early discussions with prospective Proterra Energy standalone customers PROTERRA TRANSIT PROTERRA ▪ Order cycles of municipal transit agencies have become prolonged ▪ Moderate increase in growth investment in response to accelerating adoption of commercial electric vehicles: Capex for cell supply and earlier ramp in battery/bus capacity R&D in battery, drivetrain, and software development SG&A to build out Proterra Powered team and infrastructure ▪ Production restrained by lingering Covid complications, primarily related to global logistics 56#57PROTERRA FINANCIALS Use of Transaction Proceeds Expands Proterra's Moat and Accelerates Growth Investments in Next-Generation Battery Program Target Powertrain Parity Projected Use of Proceeds Strategic Priorities Research & Development Capital Investments April 8, 2021 Growth Capex Domestic Cell Capacity Investment $200MM - $300MM $150MM - $225MM $100MM - $120MM ● ● ● ● Continue to optimize battery performance and costs Further develop drivetrain platform Fortify software and energy-as-a-service offerings Expand battery capacity to 5+ GWh Broaden vertical integration Co-locate factories at customers' sites PROTERRA Guarantee cell supply Lower cell prices Access to next-generation cell technology 57#58PROTERRA FINANCIALS Transaction Positions Us to Fully Fund Growth Targets Positive EBITDA Estimated during 2023 and Positive Free Cash Flow in 2024 April 8, 2021 2021-2024 Assumptions : ■ I ■ Cash Balance of $800M+ pro forma for the closing of the ArcLight transaction Capital Expenditure program from 2021 to 2024 of <$250M EBITDA Losses of <$200M before turning positive in 2023 Working Capital Usage of ~$225M between 2021 and 2024 PROTERRA 58#59PROTERRA FINANCIALS Paving the Path Forward on the Road to Commercial Vehicle Electrification ACT I: ACT II: 2020-2024 ACT III: 2025+ 2014-2019 ZXS JUST SOMOGY April 8, 2021 ELECTRIC HOSIONE ALL THE POWER BATTERY LONGEST RANGE 00 O PROTERRA • Transit bus: electric commercial vehicle trailblazer • Proterra pioneers its purpose-built technology • Short-haul: expanding electrification's use cases • Proterra broadens into other commercial vehicle segments PROTERRA ● Long-haul: enabled by improving technology/costs and expansion in charging infrastructure • Proterra's next-gen battery is designed to meet the rigorous requirements of this segment 59#60April 8, 2021 Clean, Quiet Transportation for All#61PROTERRA Transaction Summary April 8, 2021 PROTERRA BATTERY 61#62INTRODUCTION Proterra and ArcLight Combination to Create Publicly Listed, Commercial Electric Vehicle Technology Leader Proterra Team Jack Allen Chairman and Chief Executive Officer NAVISTAR valspar April 8, 2021 Dustin Grace Chief Technology Officer TESLA HONDA ArcLight Clean Transition Team Jake Erhard President, Chief Executive Officer and Director ARCLIGHT Schroders Amy Ard Chief Financial Officer AMG PCC Precision Castearts Cars pwc Aaron Chew VP, Invest Relations TESLA SolarCity Marco Gatti Chief Financial Officer ARCLIGHT WARBURG PINCUS Transaction Overview Proterra to combine with ArcLight Clean Transition Corp. ("ArcLight"), a publicly listed special purpose acquisition company with ~$278MM cash currently held in trust and a focus on leading companies enabling the transition to a sustainable future ● ● PROTERRA Jake Erhard from ArcLight to join Proterra Board, adding substantial experience in transportation logistics, power and fueling infrastructure, and a focus on accelerating Proterra Energy business unit Transaction reflects a $1.6Bn enterprise value for Proterra Proterra to receive ~$648MM cash at closing based on the $415MM committed PIPE and current cash in trust levels Proceeds will be used to continue to fund R&D and capex investments in next-generation battery program to unlock commercial vehicle powertrain parity Existing Proterra shareholders to roll 100% of their stakes, expected to own -69% of the pro forma company at closing Pro forma company well-positioned and well-capitalized $2.4Bn pro forma equity value 1 $1.6Bn pro forma enterprise value 3.7x 2022E revenue of $439MM 0.6x 2025E revenue of $2,566MM Strong balance sheet with ~-$828MM of cash at close 2 . 1. Amounts presented on this slide assume (1) there are no redemptions from the trust account and (2) the holders of Proterra's 2020 Convertible Notes receive 30.3MM shares for the conversion in full of $200MM principal amount of their notes (interest calculations and conversion of same not included). If not voluntarily converted at the time of the Closing of the business combination, the 2020 Convertible Notes will convert if Proterra's common stock price exceeds -$9.89 per share for 20 consecutive trading days after at least six months following the closing of the business combination. Amounts also exclude (1) outstanding out-of-the-money equity awards and outstanding unvested equity awards rolling over in the transaction and (2) the impact of any equity awards issued at or after the closing of the business combination 2. Assumes Proterra receives $648MM of cash at closing. 62#63ARCLIGHT TRANSACTION OVERVIEW ArcLight Clean Transition Corp. Overview Positioned to Help Proterra Accelerate Commercial Vehicle Electrification Top-Tier Leadership April 8, 2021 Daniel Revers Chairman and Founder, ArcLight Capital Partners Arno Harris Director Audrey Lee Director Steven Berkenfeld Director Brian Goncher Director ARCLIGHT ALTA MOTORS AMS Azure Power CLEAN ENERGY for BIDEN CLEAN ENERGY for BIDEN John Hancock Deloitte. PG&E 英合中 GRIDWORKS RECURRENT ENERGY BARCLAYS Brightcore Svante ZincFive sunrun <O> POWERHOUSE Silicon Valley Forum PROTERRA ArcLight Clean Transition Corp. Overview ArcLight Clean Transition Corp. is a SPAC listed on the Nasdaq Capital Market that priced its IPO on September 22, 2020 ArcLight management team and board of directors bring significant experience in: ✓ Transportation logistics ✓ Renewable infrastructure ✓ Power networks ✓ Batteries ✓ Electric vehicles Sponsored by an affiliate of ArcLight Capital Partners, a leading private equity firm focused on power and energy infrastructure, and partnered with CAMS, a leading provider of operational and asset management services for infrastructure assets ArcLight's Due Diligence on Proterra ArcLight Clean Transition Corp. due diligence on Proterra includes: ✓ In-depth strategy reviews of the company's strategy across each business unit ✓ Discussions with key customers ✓ Multiple site visits to the Burlingame and Los Angeles factories ✓ Independent review of Proterra's battery technology by The Battery Lab 63#64ARCLIGHT TRANSACTION OVERVIEW Detailed Transaction Overview Key Transaction Terms Proterra and ArcLight entered into a business combination agreement on January 11, 2021 ● ArcLight currently has $278MM in cash held in trust account $1.6Bn pro forma enterprise value with strong balance sheet 3.7x 2022E Revenue of $439MM Earn-out of 2% of total shares outstanding at close issued to existing Proterra shareholders at illustrative pro forma share prices of $15.00 and an additional 2.5% at $20.00, $25.00 and $30.00 (or upon a change of control transaction at that valuation) 10% of ArcLight founder shares withheld at close subject to earn-out at $15.00 per share Pro Forma Ownership@ $10.00/Share ArcLight Public Shareholders ArcLight Founder Shares PIPE Investor Shares Existing Proterra Shareholders¹ Total April 8, 2021 Shares (MM) 27.8 6.3 41.5 164.9 240.4 % 11.5% 2.6% 17.3% 68.6% 100.0% $MM $278 63 415 1,649 $2,404 Illustrative Pro Forma Valuation Share Price at Closing Pro Forma Shares Outstanding (MM) Equity Value Debt & Other Liabilities (Q4'20A) Existing Cash (Q4'20A) Plus: Cash to Balance Sheet Enterprise Value 2022E Revenue EV/2022E Revenue Illustrative Sources and Uses Sources ArcLight Cash in Trust Committed PIPE Stock Consideration to Existing Shareholders ArcLight Founder Shares Total Sources Uses Cash to Balance Sheet Stock Consideration to Existing Shareholders Illustrative Fees & Expenses ArcLight Founder Shares Total Uses PROTERRA 1. Amounts presented on this slide assume (1) there are no redemptions from the trust account and (2) the holders of Proterra's 2020 Convertible Notes receive 30.3MM shares for the conversion in full of $200MM principal amount of their notes (interest calculations and conversion of same not included). If not voluntarily converted at the time of the Closing of the business combination, the 2020 Convertible Notes will convert if Proterra's common stock price exceeds -$9.89 per share for 20 consecutive trading days after at least six months following the closing of the business combination. Amounts also exclude (1) outstanding out-of-the-money equity awards and outstanding unvested equity awards rolling over in the transaction and (2) the impact of any equity awards issued at or after the closing of the business combination $10.00 240.4 $2,404 41 (180) (648) $1,617 439 3.7x $MM $278 415 1,649 63 $2,404 $MM $648 1,649 45 63 $2,404 64#65PROTERRA Index April 8, 2021 PROUDLY BUILT IN GFG TOPE PROTERRAC 65#66INDEX Index of Source Page 11 2. Based on $225Bn Global Commercial Vehicle Market and $37Bn Global Commercial Vehicle Charging Investment (see page 16 notes) 3. Source: BloombergNEF "Battery Pack Prices Fall As Market Ramps Up With Market Average At $156/kWh In 2019" (December 2019); The percentage decline discussed in this footnote is expressed in real dollars Source: Goldman Sachs "Outlook for Alternative Powertrain Technologies in Global Truck Markets" (October 2020) Source: California Air Resources Board "15 states and the District of Columbia join forces to accelerate bus and truck electrification" (July 2020 Press Release) Page 12 4. 5. 2. 1. Source: Goldman Sachs "Outlook for Alternative Powertrain Technologies in Global Truck Markets" (October 2020) Source: BloombergNEF "Battery Pack Prices Fall As Market Ramps Up With Market Average At $156/kWh In 2019" (December 2019); The percentage decline discussed in this footnote is expressed in real dollars 3. Source: California Air Resources Board "15 states and the District of Columbia join forces to accelerate bus and truck electrification" (July 2020 Press Release) Page 16 1. Total Addressable Market is based on management estimates of the assumed price of an electric powertrain, and the number of vehicles per the following sources: LMC, "Global Commercial Vehicle Forecast World Query - MHCV", Q3 2020; Freedonia, "Global Buses Industry Study 6th Edition", June 2019; Frost & Sullivan, "Global Electric Bus Market Opportunity Analysis, 2017- 2025", December 2018; Frost & Sullivan, "Global Earth Moving, Construction and Mining Equipment Market, Forecast to 2026", December 2017. Bloomberg NEF, "Charging Infrastructure Forecast Model (CIFM)", August 27, 2020. Estimates in 2023 are based on battery and drivetrain for all segments except North American transit, which includes assumed vehicle price 2. Source: BloombergNEF "Electric Vehicle Outlook 2020" Charging Infrastructure Forecast Model (August 2020) Page 21 2. Source: Propane Education & Resource Council's Chief Business Development Officer Tucker Perkins quoted in LPGas Magazine "Industry Partners in place for propane to penetrate step-van market" (October 2014) Source: American School Bus Council (December 2020) 3. April 8, 2021 Page 26 1. Source: Transit (U.S. Department of Energy's Energy Efficiency & Renewable Energy: Alternative Fuels Data Center), school bus (U.S. Department of Energy's Energy Efficiency & Renewable Energy: Alternative Fuels Data Center and the Environmental Defense Fund), coach bus (United Motor Coach Association), European bus (NEA Transport Research and Training), European medium-duty trucks (Roland Berger's "Trends in the Truck & Trailer Market (August 2018)), Straight Class 8 trucks (U.S. Department of Energy's Energy Efficiency & Renewable Energy: Alternative Fuels Data Center, U.S. Census Bureau, and Arizona State University's "Compressed Natural Gas as a Fuel for Concrete Mixer Trucks: The Business Case"), cutaway chassis (U.S. Department of Energy's Energy Efficiency & Renewable Energy: Alternative Fuels Data Center), and North American medium-duty trucks (U.S. Department of Energy's Energy Efficiency & Renewable Energy: Alternative Fuels Data Center and NREL's "Thirty-Six Month Evaluation of UPS Diesel Hybrid-Electric Delivery Vans"). Page 32 1. Source: Bloomberg NEF "Electric Vehicle Outlook 2020" Charging Infrastructure Forecast Model (August 2020) PROTERRA 2. 3. Source: FleetOwner "FleetOwner 500 Top Private Fleets" (April 15, 2019) Source: US. Department of Transportation Federal Highway Administration, Office of Freight Management and Operations "Jason's Law Truck Parking Survey Results and Comparative Analysis" (April 2015) Source: Wonder "US Warehouses and Distribution Hubs" (March 14, 2020) 4. Page 39 1. 2. Source: Frost & Sullivan "Global Electric Bus Market Opportunity Analysis, 2017-2025" (December 2018) Source: California Air Resources Board "California transitioning to all-electric public bus fleet by 2040" (December 14, 2018), the City of Chicago Resolution R2019-157, King County, "Metro is transitioning to a zero-emissions bus fleet" (August 2019), Miami-Dade County Board of County Commissioners Resolution R- 1034-18, Minnesota Metropolitan Council Transportation Committee "Bus Fleet Strategy" (December 10, 2018). Coalition for Clean Transportation, MTA 2020-2024 MTA Capital Program (September 2019), Toronto Transit Commission "TTC Green Initiatives" (December 2020), and Yale Environment 360, Yale School of the Environment (December 14, 2018) 3. 4. Source: NFI Group Company Materials (3Q 2020); represents NFI Group's North America transit bus active bid universe Source: Total North American Bus Fleet size reached through the addition of the United States total bus fleet size of 66,116 (American Public Transportation Association "2019 Public Transportation Fact Book," (2019)) to the Canadian total bus fleet size of 18,604 (Motor Carrier Passenger Council of Canada, "Labor Market Report 2019: Business and Financial" (2019) Page 40 1. Source: Federal Transit Administration's 2019 Annual Database Revenue Vehicle Inventory; share of electric buses 235-ft 66#67April 8, 2021

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

Second Quarter 2022 Earnings Presentation image

Second Quarter 2022 Earnings Presentation

Consumer

TATA CONSUMER PRODUCTS Earnings Update image

TATA CONSUMER PRODUCTS Earnings Update

Consumer

Aeva Results Presentation Deck image

Aeva Results Presentation Deck

Consumer

Despegar Investor Day Presentation Deck image

Despegar Investor Day Presentation Deck

Consumer

Vroom Investor Day Presentation Deck image

Vroom Investor Day Presentation Deck

Consumer

Solo Brands IPO Presentation Deck image

Solo Brands IPO Presentation Deck

Consumer

Arrival Results Presentation Deck image

Arrival Results Presentation Deck

Consumer

Bed Bath & Beyond Results Presentation Deck image

Bed Bath & Beyond Results Presentation Deck

Consumer