FALSE000175793200017579322022-03-012022-03-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 1, 2022
Romeo Power, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-38795 83-2289787
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
4380 Ayers Avenue
Vernon, CA
90058
(Address of principal executive offices)(Zip Code)
(833) 467-2237
(Registrant’s telephone number, including area code)
Not Applicable 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareRMONew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 2.02.    Results of Operations and Financial Condition.
On March 1, 2022, Romeo Power, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter and full year ended December 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 2.02 by reference. 

Additionally, on March 1, 2022, the Company held an earnings conference call open to the public (the "Earnings Call"). Ms. Susan Brennan, the Company's Chief Executive Officer, along with Ms. Lauren Webb, the Company's Chief Financial Officer, discussed the financial and operating results of the Company for the fiscal quarter and year ended December 31, 2021. The power point materials presented during the Earnings Call are furnished as Exhibit 99.2 and incorporated herein by reference.

The information furnished in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01
Financial Statements and Exhibits.
(d)    Exhibits.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 ROMEO POWER, INC.
Date:March 1, 2022By:/s/ Kerry A. Shiba
 Name:Kerry A. Shiba
 Title:Chief Financial Officer and Treasurer


Exhibit 99.1
image_1a.jpg

ROMEO POWER REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS

New leadership team prepares to accelerate revenue growth in 2022 by leveraging industry leading technology, new state-of-the-art manufacturing facility, and the growing proliferation of electrification across the commercial vehicle spectrum

3/1/2022

LOS ANGELES -- (BUSINESS WIRE) -- 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 fourth quarter and full year ended December 31, 2021.

Full Year 2021 Highlights
Delivered total revenues of $16.8 million, in-line with prior outlook
Supported by product revenues of $12.4 million, an increase of 326% over the prior year, driven by delivery on four key supply contracts and an acceleration in production in the second half of 2021
Increased R&D significantly to further enhance market-leading technology and capabilities, and support product development activity
Began achieving improved cost leverage as product volumes increased
Finished 2021 with cash and cash equivalents and investments of $119.9 million

Recent Business Updates
Completed the acquisition of BorgWarner’s interest in the joint venture between Romeo Power and BorgWarner earlier this year, which enables Romeo Power to:
Fully control its valuable intellectual property and decide scope and focus of its research and development activities
Pursue a broader range of strategic and customer engagements that were restricted during its prior partnership
Accelerate commercialization of its products across various vehicle types and applications worldwide
Entered into common stock standby equity line purchase agreement to access additional capital to fund commercialization programs, advance industry-leading R&D, and support growth moving forward
Accelerated growth and commercialization by increasing 2022 average daily production rates by 37% over the fourth quarter of 2021
Announced a three-year extension of an existing supply agreement with one of Romeo’s long-standing customers, with a minimum contractual commitment valued at approximately $17 million and additional upside potential over the same time period
Won the first of a multi-phase program with Indigo Technologies (“Indigo”), an OEM specializing in lightweight commercial vehicles for rideshare and delivery driving, which first phase is expected to culminate in the launch of Indigo’s FLOW show car later this year
Continued to diversify the Company’s market reach, including the recent sale of initial samples to multiple new potential customers across a diverse set of industries including: marine, electric powertrain, defense contracting, commercial electric vehicle (“EV”) integrators, and unique short-range ride sharing and delivery vehicles
Completed the buildout of the senior management team, adding seasoned executives across the full C-suite
Improved key availability for battery cells through a previously announced long-term supply agreement
Advanced process of transitioning operations to the Company’s new state of the art manufacturing facility in Cypress, California
Added manufacturing headcount, including a third shift, to support production growth and scalability

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Management Commentary

Susan Brennan, Chief Executive Officer of Romeo Power, commented: “The second half of 2021 was especially pivotal for Romeo Power, marked by important progress and the taking of key steps to position our company for future commercial and operational success. Since I stepped into the role as Chief Executive Officer in August of 2021, we have applied a clear focus on the areas that will be critical to supporting our commercial production ramp as we prepare for continued revenue growth alongside the rapidly expanding market for electrification. In the fourth quarter, and thus far through the beginning of 2022, we have materially improved our manufacturing capabilities and processes, both of which will set the stage for production rates and capacity to be further enhanced as we transition to our new state of the art manufacturing facility in Cypress, California. This new location will almost double our floorspace and expand laboratory facilities, each of which will allow for more efficient and effective expansion as we grow, and it will keep substantially all of our operations, labs and personnel under one roof.”

Brennan continued, “While 2021 was a challenging year for our industry with global supply chain disruptions reducing access to the supply of key components, including battery cells, we took and continue to take important steps to mitigate these issues. To that end, during the year we further supported our ability to meet growing customer demand by strengthening our supply chain and sourcing, and entered into a long-term supply agreement with a Tier 1 cell manufacturer. Looking forward we will continue to diversify into alternative sources with high-quality suppliers of critical components. This strengthened supply chain should help increase production throughput and drive down costs and operating downtime in the future.”

Brennan concluded, “While Romeo Power took numerous foundational steps that will position us for future success, the next critical step is the intelligent evolution of our market strategy. We have a superior and materially differentiated product and we will utilize that to gain further market advantages in the places where our products and solutions are most valued by our customers. Further, since we acquired ownership of the joint venture in early February, we have opened up numerous conversations and potential collaborations with partners, not just with heavy-duty commercial vehicle manufacturers, but in several other adjacent markets that value our technology as well. We are operating in a very large and growing market, and believe we have numerous opportunities to leverage our industry leading technology as the market for electrification and EV battery technology expands. We will be growing alongside it, delivering industry-leading energy density, increased range, product and system efficiency, and superior safety and reliability. We believe this will support consistent top-line expansion and value for our shareholders over the long-term.”

2022 Outlook

Based on the Company’s current backlog and commercial outlook, Romeo Power offered the following outlook for fiscal year 2022 ending December 31, 2022:

Total Revenue to range between $40 million to $50 million

Kerry Shiba, Chief Financial Officer of Romeo Power, concluded, “Our business continues to accelerate and evolve with a rapidly developing market for electrification. As a result, we are forecasting significant top-line growth for next year. It is important to understand that our 2022 revenue outlook would be approximately double the range provided, which would be 5-7 times higher than our 2021 results, if not for a structural change in how the value of battery cells are treated in our arrangement with a major customer. As this change takes place, the value of battery cells used in our products manufactured for this customer will be excluded from both our revenues and cost of revenues. Our outlook reflects ongoing partnerships with our customers and our expectation of continued operating improvements that support our ability to meet expected sales demand. Lastly, to support our continuing growth, we recently entered into a common stock standby equity line purchase agreement, which will allow us to flexibly raise capital to support our business. We look forward to what we believe will be a transformative year for Romeo Power.”

Conference Call Information

Romeo Power will host a conference call at 2:00 p.m. U.S. Pacific Time (5:00 p.m. U.S. Eastern Time) today, March 1, 2022. Participating on the call will be Susan Brennan, President and Chief Executive Officer, and Kerry Shiba, Chief Financial
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Officer, of Romeo Power. To access the conference call, parties should visit the events section of the Investor Relations website at https://investors.romeopower.com/. A recording of the webcast will also be available following the conference call.


About Romeo Power, Inc.

Founded in 2016 and headquartered in Los Angeles, California, Romeo Power (NYSE: RMO) is an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications. The Company’s suite of advanced battery electric products, combined with its innovative battery management system, delivers the safety, performance, reliability and configurability its customers need to succeed. To keep up with everything Romeo Power, please follow the Company on social media @romeopowerinc or visit www.romeopower.com.


Disclosures & Forward Looking Statements

Romeo Power files reports with the Securities and Exchange Commission (the “SEC”), which are available on the Company’s website under “Investor Relations” free of charge. This includes Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after the Company electronically files such materials with or furnish them to the SEC. The SEC also maintains an Internet site that contains Romeo Power’s reports, proxy and information statements, and other information at www.sec.gov.

Certain statements in this press release may constitute “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements, including, without limitation, express or implied statements concerning Romeo Power’s ability to develop or sell new products, or to pursue customers in new product or geographic markets, Romeo Power’s expectations regarding its future financial performance, the demand for safe, effective, affordable and sustainable EV products, Romeo Power’s ability to produce and deliver such products on a commercial scale, and Romeo Power’s expectations that its customers will adhere to contracted purchase commitments on the currently expected timeframe are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Romeo Power’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: Romeo Power’s ability to execute on its plans to develop and market new products and the timing of these development programs; Romeo Power’s ability to increase the scale and capacity of its manufacturing processes; Romeo Power’s estimates of the size of the markets for its products; the rate and degree of market acceptance of Romeo Power’s products; the success of other competing technologies that may become available; Romeo Power’s ability to identify and integrate acquisitions; Romeo Power’s potential need for and ability to secure additional capital; the performance of Romeo Power’s products and customers; potential litigation involving Romeo Power; demand for battery cells and supply shortages; the potential effects of COVID-19; and general economic and market conditions impacting demand for Romeo Power’s products. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from those implied by our forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Romeo Power undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

For Investors:
Joe Caminiti or Ashley Gruenberg
Alpha IR Group
RMO@alpha-ir.com
312-445-2870

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Q4 & 2021 Earnings Presentation P O W E R I N G T H E W O R L D ’ S T R A N S I T I O N T O E L E C T R I F I C A T I O N March 1 , 2022


 
2 Forward Looking Statements Romeo Power files reports with the SEC, which are available on the Company’s website under “Investor Relations” free of charge. This includes Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after the Company electronically files such materials with or furnish them to the SEC. The SEC also maintains an Internet site that contains Romeo Power’s reports, proxy and information statements, and other information at www.sec.gov. Certain statements in this press release may constitute “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements, including, without limitation, express or implied statements concerning Romeo Power’s ability to develop or sell new products, or to pursue customers in new product or geographic markets, Romeo Power’s expectations regarding its future financial performance, the demand for safe, effective, affordable and sustainable EV products, Romeo Power’s ability to produce and deliver such products on a commercial scale, and Romeo Power’s expectations that its customers will adhere to contracted purchase commitments on the currently expected timeframe are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Romeo Power’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: Romeo Power’s ability to execute on its plans to develop and market new products and the timing of these development programs; Romeo Power’s ability to increase the scale and capacity of its manufacturing processes; Romeo Power’s estimates of the size of the markets for its products; the rate and degree of market acceptance of Romeo Power’s products; the success of other competing technologies that may become available; Romeo Power’s ability to identify and integrate acquisitions; Romeo Power’s potential need for and ability to secure additional capital; the performance of Romeo Power’s products and customers; potential litigation involving Romeo Power; demand for battery cells and supply shortages; the potential effects of COVID-19; and general economic and market conditions impacting demand for Romeo Power’s products. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from those implied by our forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Romeo Power undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


 
Recent H igh l ights ▪ Leadership transition began in Q3’21 and is now complete ▪ Continued to invest in and advance industry leading technology • Achieved key milestones in battery safety for commercial vehicles • Developing new battery cell diagnostic and predictive tools with Dynexus Technology • Successfully validated pre-production stage for major customer resulting in battery packs powering trucks in service as of late 2021 ▪ During 2H’21, accelerated transition to accommodate increased growth • Increased production workers over 4X and added a third shift to meet customer demand • Increasing 2022 average daily production rates by 37% over the fourth quarter of 2021 • Secured new Cypress, CA facility and began transitioning all operations ▪ Refocused in areas of the market where Romeo’s industry leading technology is most impactful • Extended contract with long-standing production customer • Won first phase of multi-phase program with Indigo Technologies, an OEM specializing in lightweight commercial vehicles for rideshare and delivery driving • Began delivering samples to customers in emerging market segments such as marine, defense, and last mile delivery • Focused commercial team to pursue diverse opportunities ▪ Continued making headway in securing Romeo’s supply chain • Signed long-term supply agreement with Tier 1 battery cell supplier ▪ Completed the acquisition of the joint venture with Borg Warner, regaining control of our R&D investment and further expanding future market opportunities 3 3


 
4 2021 F inanc ia l Resu l ts & 2022 Out look * Outlook would be approximately double the range provided if not for a structural change in how the value of battery cells are treated in our arrangement with a major customer Liquidity $120m Q4’21 $181m Q3’21 $350m New Flexible Equity Line of Credit Revenue $9.1m Q4’21 $5.8m Q3’21 FY 2022 Outlook $40m-$50m* $16.8m FY 2021


 
5 What We Do Romeo Power is an energy technology leader del ivering large - scale electri f icat ion solut ions for complex commercial vehicle appl icat ions. Our suite of advanced hardware, combined with our innovative battery management system, del ivers the safety, performance, rel iabi l i ty and configurabi l i ty our customers need to succeed.


 
6 How We Do I t Select top-tier lithium-ion cells using in-house cell science expertise Deliver superior gravimetric energy density through optimized packaging, enhanced reliability and highest standards of safety Modular pack architecture enables integration flexibility and configurability BATTERY CELLS BATTERY MODULE BATTERY PACK Focus today: Trucks + Buses Class 3 - 8 Second Life: Sustainable Energy Storage Next Targets: Marine, Agriculture, Aviation, etc.


 
7 Des igned & Di f ferent iated for Safety Battery Management System Sensing Single Cell Fault Tolerance ▪ EV commercial vehicle standards in early stages of development ▪ Romeo is defining state of the art in battery safety for commercial vehicles ▪ Introduced new sensors and software algorithm upgrades to products which allow Romeo’s products to detect the onset of a failure or anomaly ▪ Validated the ability to provide the driver with around 18 minutes of safety window by early detection of an anomaly, which then sends a signal to the dashboard ▪ 18-minute safety window is currently 3x the globally accepted standard (GTR 20) and Romeo is not aware of any commercial product that can match this feature


 
8 Orig ina l End Markets Focus Market: Short-haul BEV powered truck Market: Long-haul BEV powered truck Market: Short-haul BEV powered truck Romeo Power’s Industry-leading Battery Packs are Manufactured in Southern California Medium-duty Short-haul Trucks Heavy-duty Long-haul Trucks Vocational Trucks And Buses


 
9 Expanding End Market Focus Commercial FCEV Last Mile Delivery Vehicles Off-Road & Agriculture Marine: Recreational & Commercial On-Demand Passenger and Delivery Vehicles Commercial Retrofits Mobile Charging & ESS


 
10 New Market Opportunities Year-to-Date ENGAGEMENT CYCLE: Initial Samples Delivered Filling Orders Production Contracts & Vehicles in Service Commercial Vehicles Marine Vehicles Electric Powertrain Defense Contractors Commercial EV Integrators Short-range Ride Sharing and Delivery ~12 months ~12 months Commerc ia l Acce lerat ion & Divers i f i cat ion Strategy


 
11 2022 Expans ion – Cypress Fac i l i ty Romeo Facility OverviewCypress Site Highlights ▪ State-of-the-art headquarters, manufacturing and laboratory facility located in Cypress, California ▪ Full team under one roof ▪ Doubles critical lab and testing capacity ▪ Expanded manufacturing capacity and improved capabilities will enhance throughput, quality, cost effectiveness, and limit downtime ▪ Allows for continued organizational and capital investment in cell science, engineering and other resources driving growth ▪ Transition from Vernon to Cypress expected to be completed by end of July 2022


 
12 2022 Strateg ic Pr ior i t ies : Dr iv ing Long - term Value ▪ Execute on current customer commitments ▪ Grow CEV business with existing customers as they scale ▪ Capture near-term opportunities with sample phase customers FULFILL COMMITMENTS ▪ Complete transition of all operations and production ▪ Double lab and testing capabilities ▪ Expand installed capacity and improve productivity LEVERAGE CYPRESS ▪ Maintain commitment to industry leading innovation ▪ Optimize cell attributes & product scalability for customer solutions ▪ Product flexibility enables transition from traditional electrical systems to modern EV requirements ADVANCE LEADING R&D ▪ Capitalize on new optionality and control of our own destiny ▪ Continue to win share in new markets like marine, last mile, etc. ▪ Leverage existing product into additional new markets EXPAND OPPORTUNITIES ▪ Prioritize R&D to maintain leadership ▪ Capture operating cost leverage through volume growth, higher productivity, reduced waste ▪ Careful priority selection in SG&A PRUDENTLY MANAGE COSTS


 
IR Contacts: Alpha IR Group RMO@alpha-ir.com 312-445-2870 POWER INSPIRED BY NATURE