SPACE IS OPEN FOR BUSINESS - Investor Presentation - Rocket Lab
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DISCLAIMER AND FORWARD LOOKING STATEMENTS This presentation (this “Presentation”) was based on Vector’s and Rocket Lab’s current are not undertaking any obligation to update and unanticipated events may occur that non-GAAP measures to compare Rocket statement, the proxy statement/prospectus prepared for informational purposes only expectations and beliefs concerning future or revise any forward-looking statements could affect results. Therefore, actual results Lab’s performance to that of prior periods and all other relevant documents filed or that to assist interested parties in making their developments and their potential effects on whether as a result of new information, future achieved during the periods covered by the for trend analyses and for budgeting and will be filed with the SEC by Rocket Lab and own evaluation of the proposed transaction Vector, Rocket Lab or any successor entity events or otherwise. projections may vary and may vary materially planning purposes. Not all of the information Vector through the website maintained by (the “Transaction”) between Vector of the Transaction. Many factors could cause All rights to the trademarks, copyrights, from the projected results. Inclusion of the necessary for a quantitative reconciliation the SEC at www.sec.gov. Acquisition Corporation Inc. (“Vector”, “we”, actual future events to differ materially logos and other intellectual property listed prospective financial information in this of these forward-looking non-GAAP The documents filed by Vector with the or “our”) and Rocket Lab USA, Inc. (“Rocket from the forward-looking statements in herein belong to their respective owners and presentation should not be regarded as financial measures to the most directly SEC also may be obtained free of charge Lab”). This Presentation is for discussion this presentation, including but not limited Vector’s or Rocket Lab’s use thereof does not a representation by any person that the comparable GAAP financial measures is upon written request to Vector Acquisition purposes only and does not constitute an to: (i) the risk that the Transaction may not imply an affiliation with, or endorsement by results contained in the prospective financial available without unreasonable efforts at Corporation, One Market Street, Steuart offer to purchase nor a solicitation of an be completed in a timely manner or at all, the owners of such trademarks, copyrights, information are indicative of future results or this time. Specifically, Rocket Lab does not Tower, 23rd Floor, San Francisco, CA 94105. offer to sell shares of Vector, Rocket Lab or which may adversely affect the price of logos and other intellectual property. Solely will be achieved. provide such quantitative reconciliation The documents filed by Rocket Lab with the any successor entity of the Transaction, nor Vector’s securities, (ii) the failure to satisfy for convenience, trademarks and trade This Presentation contains statistical data, due to the inherent difficulty in forecasting SEC also may be obtained free of charge shall there be any sale of securities in any the conditions to the consummation of the names referred to in this Presentation may estimates and forecasts that are based and quantifying certain amounts that are upon written request to Rocket Lab USA, jurisdiction in which such offer, solicitation, Transaction, including the adoption of the appear with the ® or ™ symbols, but such on independent industry publications or necessary for such reconciliations, including Inc., 3881 McGowen Street, Long Beach, or sale would be unlawful prior to registration Agreement and Plan of Merger by the references are not intended to indicate, other publicly available information. This net income (loss), accelerated depreciation CA 90808. or qualification under the securities laws of shareholders of Vector, (iii) the occurrence in any way, that such names and logos are information involves many assumptions and variations in effective tax rate. any such jurisdiction. This Presentation is not of any event, change or other circumstance Participants in the Solicitation. Rocket Lab, trademarks or registered trademarks of and limitations and you are cautioned not This Presentation relates to a proposed Vector and their respective directors and intended to form the basis of any investment that could give rise to the termination of the Vector. to give undue weight to these estimates. transaction between Rocket Lab and Vector. decision by the recipient and does not Agreement and Plan of Merger, (iv) the executive officers may be deemed to be Use of Projections. The financial and We have not independently verified the This Presentation does not constitute an participants in the solicitation of proxies constitute investment, tax or legal advice. effect of the announcement or pendency accuracy or completeness of the data offer to sell or exchange, or the solicitation of No representation, express or implied, is or of the Transaction on Rocket Lab’s business operating forecasts and projections from Vector’s shareholders in connection contained herein represent certain estimates that has been contained in these industry an offer to buy or exchange, any securities, with the proposed transaction. A list of the will be given by Vector, Rocket Lab or their relationships, operating results and business publications and other publicly available nor shall there be any sale of securities respective affiliates and advisors generally, (v) risks that the Transaction of Rocket Lab as of the date thereof. Neither names of such directors, executive officers, Vector’s nor Rocket Lab’s independent public information. Accordingly, none of Vector, in any jurisdiction in which such offer, other members of management, and as to the accuracy or completeness of the disrupts current plans and operations of Rocket Lab nor their respective affiliates sale or exchange would be unlawful prior information contained herein, or any other Rocket Lab, (vi) changes in the competitive accountants have examined, reviewed or employees, and information regarding their compiled the forecasts or projections and, and advisors makes any representations as to registration or qualification under the interests in the business combination will written or oral information made available and highly regulated industries in which to the accuracy or completeness of these securities laws of any such jurisdiction. in the course of an evaluation of the Rocket Lab plans to operate, variations in accordingly, neither expresses an opinion be contained in Vector’s filings with the SEC, or other form of assurance with respect data. This Presentation contains references Vector and Rocket Lab intend to file a including Vector’s Quarterly Report on Form Transaction. operating performance across competitors, to Rocket Lab’s achievements compared to registration statement on Form S-4 with the changes in laws and regulations affecting thereto. Furthermore none of Vector, Rocket 10-Q for the fiscal quarter ended September This Presentation provided by Vector and Lab nor their respective management teams other companies, including being the first U.S. Securities and Exchange Commission 30, 2020, which was filed with the SEC on Rocket Lab may contain certain “forward- Rocket Lab’s business and changes in the to achieve certain milestones. All of such (the “SEC”), which will include a document combined capital structure, (vii) the ability can give any assurance that the forecasts November 16, 2020, and such information looking statements” within the meaning or projections contained herein accurately references are based on the belief of Rocket that serves as a joint prospectus and proxy and names of Rocket Lab’s directors of the Private Securities Litigation Reform to implement business plans, forecasts and Lab’s management based on ubliclyavailable statement, referred to as a proxy statement/ other expectations after the completion represents Rocket Lab’s future operations and executive officers will also be in the Act of 1995, Section 27A of the Securities or financial conditions. Such information information known to Rocket Lab’s prospectus. A proxy statement/prospectus Registration Statement on Form S-4 to be Act 1933, as amended, and Section 21E of of the Transaction, and identify and realize management. will be sent to all Rocket Lab and Vector additional opportunities, and (viii) the risk is subject to a wide variety of significant filed with the SEC by Rocket Lab and Vector, the Securities Exchange Act of 1934, as business, economic and competitive risks Non-GAAP Financial Measures. The financial shareholders. Rocket Lab and Vector will which will include the proxy statement of amended, including statements regarding of downturns in the commercial launch also file other documents regarding the services, satellite and spacecraft industry. and uncertainties, including but not limited information and data contained in this Vector Additional information regarding the Vector’s, Rocket Lab’s on their management to those set forth in the second paragraph Presentation is unaudited and does not proposed transaction with the SEC. Before interests of such potential participants in teams’ expectations, hopes, beliefs, There can be no assurance that the future making any voting decision, investors and developments affecting Vector, Rocket Lab above that could cause actual results to conform to Regulation S-X promulgated the solicitation process will also be included intentions or strategies regarding the future. differ materially from those contained in the under the Securities Act of 1933, as security holders of Rocket Lab and Vector in the registration statement (and will be The words “anticipate”, “believe”, or any successor entity of the Transaction are urged to read the registration statement, will be those that we have anticipated. These prospective financial information. amended. This Presentation also includes included in the definitive proxy statement/ “continue”, “could”, “estimate”, “expect”, Accordingly, there can be no assurance non-GAAP financial measures. Vector and the proxy statement/prospectus and all prospectus) and other relevant documents “intends”, “may”, “might”, “plan”, “possible”, forward-looking statements involve a number other relevant documents filed or that will of risks, uncertainties (some of which are that the prospective results are indicative Rocket Lab believe that these non-GAAP when they are filed with the SEC. “potential”, “predict”, “project”, “should”, of the future performance of Vector or measures of financial results provide useful be filed with the SEC in connection with “would” and similar expressions may beyond Vector’s or Rocket Lab’s control) or the proposed transaction as they become other assumptions that may cause actual Rocket Lab or that actual results will not information to management and investors identify forward-looking statements, but differ materially from those presented in the regarding certain financial and business available because they will contain important the absence of these words does not mean results or performance to be materially information about the proposed transaction. different from those expressed or implied by prospective financial information. Some of trends relating to Rocket Lab’s financial that a statement is not forward-looking. the assumptions upon which the projections condition and results of operations. Rocket Investors and security holders will be able These forward-looking statements are these forward-looking statements. Except to obtain free copies of the registration as required by law, Vector and Rocket Lab are based inevitably will not materialize Lab’s management uses certain of these 2 Rocket Lab USA
FROM THE FOUNDER Space has defined some of humanity’s greatest achievements, and it continues to shape our future. I’m motivated by the enormous impact we can have on Earth by making it easier to get to space and to use it as a platform for innovation, exploration, and infrastructure. We go to space to improve life on Earth.” Peter J. Beck Founder, CEO, Chief Engineer, Adjunct Professor 3 Rocket Lab USA
Today’s Presenters ROCKET LAB VECTOR ACQUISITION CORPORATION Peter Beck Adam Spice Alex Slusky Founder, CEO, Chief Engineer Chief Financial Officer CEO, Vector Acquisition Corporation CIO, Founder, and Managing Director, Vector Capital 4 Rocket Lab USA
Vector Capital Overview OUR PEDIGREE Our Value Add for Rocket Lab Tech-only Investment Fund Executing Accretive Acquisitions $320M SPAC 25-Year Track Record Sales, Operations, Strategy HIGHLIGHTS $3B+ 40+ 100+ 39% Capital Under Investing and Operating Tech Companies Gross IRR Since Management Professionals Acquired Since 1997 Inception 5 Rocket Lab USA
CONTENTS SECTION SECTION SECTION SECTION 01 Rocket Lab Overview 02 Launch 03 Space Systems 04 Transaction Overview & Introduction & Financials 6 Rocket Lab USA
In the history of spaceflight, only two private companies have delivered regular and reliable access to orbit & 8 Rocket Lab USA Section 1
Rocket lab at a glance A vertically integrated provider of small launch services, satellites and spacecraft components Delivering end-to-end IN UNDER 6 YEARS space solutions Launch: Proven rocket delivering dedicated access to orbit for 3+ years Space Systems: Manufacturing satellites and best-in-class heritage spacecraft components 18 97 3 Launches Satellites Launch 2 ND Most frequently 2 Mission 7 Successful to space deployed pads built launched control missions to orbit U.S. rocket centers for USG customers Space Applications: Uniquely positioned to leverage launch and satellite capabilities and infrastructure to build and operate our own constellations 1 Strategic 2 Factories 1 of our own 1 Recovered 3 Interplanetary 1 Awarded acquisition built satellites on rocket missions propellant orbit (+ more scheduled depot mission to come) (Moon, Mars, on orbit for Venus) NASA 9 Rocket Lab USA Section 1
Rocket Lab is way out in front ELECTRON LIFT-OFF LAUNCH COMPLEX 1 Uniquely compelling investment opportunity in a generational space leader › Unprecedented commercial investment and government expenditures are driving Large, Rapidly rapid growth in the space economy Growing Market › Market forecast to grow to $1.4T by 20301 Pioneer with Commanding › One of only two commercial companies delivering regular access to orbit Leadership Position › Strong first-mover advantage in small launch category › 18 launches since 2017 with cadence increasing Proven Business › Rocket Lab-built satellites and components on orbit Execution › Extensive launch and development facilities across U.S. and NZ › Aggressive organic and inorganic expansion of Space Systems business Expanding Scope & Seizing › Missions scheduled to the Moon and Mars for NASA Growth Opportunities › Uniquely positioned to access expanding space applications TAM › Current bookings for 2021 represent 90% of $69M forecast revenue (96% Y/Y growth) Attractive › Forecast EBITDA positive in 2023 and cash flow positive in 2024 Financial Model MAHIA, NEW ZEALAND › Forecast crossing $1B revenue in 2026 LAUNCH COMPLEX 1 › Peter Beck is a visionary in the space industry, leading Rocket Lab to a series of Successful Executive industry-defining firsts Team Driving Innovation › Adam Spice has public company CFO credentials and deep M&A experience › Motivated and passionate team of 530 employees 10 Rocket Lab USA Section 1 1 Wall Street Research
$350B+ TAM forecast to grow ROCKET LAB PRODUCTION COMPLEX to $1.4T by 20301 Uniquely positioned to exploit a growing market PHOTON 1 2 3 Launch SPACE SYSTEMS SPACE APPLICATIONS Electron & Neutron Photon TAM ~$320B1 TAM ~$10B2 TAM ~$20B2 › TAM growth driven › S ignificant growth in › Market growth driven by historic levels small satellite mega by demand for space- of demand for constellations driven by based connectivity, Earth responsive small demand for commercial observation (including satellite launch Earth observation and synthetic aperture radar, and constellation telecom applications electro-optical and RF) deployments and other services › D oD focused on resiliency › Small satellite of space infrastructure › Significant untapped constellations will and satellite constellation potential for value-added account for ~83% deployment and services including data of all satellites replenishment management & analytics launched by 20283 to support end › Increased focus from customer insights ELECTRON LIFT OFF LAUNCH COMPLEX 1 multiple governments on high value deep space planetary exploration and discovery missions 11 Rocket Lab USA Section 1 1 Wall Street Research 2 Allied Market Research 3 Bryce Reports
WORLD LEADING TECHNOLOGY Large technology moat AUCKLAND, NEW ZEALAND PRODUCTION COMPLEX 1 st 3D printed 1 st Electric-pump 1 st Fully carbon 1 st And only rocket engine -fed rocket composite private orbital engine launch vehicle launch site PHOTON ENCAPSULATION LAUNCH COMPLEX 1, 2020 LAUNCH COMPLEX 1, 2020 FIRST Unique Only FIRST ELECTRON LIFT-OFF Rocket that Kick Stage Reusable Private converts to a enabling small launch interplanetary satellite on orbit in-space vehicle mission transportation 12 Rocket Lab USA Section 1
vertically integrated space company From raw material to orbit 1 2 1 2 5 6 Rocket Lab HQ inclair S Auckland Mission Control Space Systems Interplanetary Production New Zealand Mission Control U.S. by Rocket Lab Complex 3 4 5 6 3 4 7 8 Global Tracking aunch L ropulsion Test P aunch L Systems Complex 2 Complex Complex 1 13 Rocket Lab USA Section 1 7 8
PROVEN TEAM led by industry veterans EXECUTIVE LEADERSHIP Peter Beck Adam Spice Shaun O’Donnell Lachlan Matchett Founder, CEO, Chief Engineer Chief Financial Officer EVP – Global Operations VP – Propulsion Shaun D’Mello Doug Sinclair Lars Hoffman Shane Fleming, VP – Global VP – Launch Space Systems Engineering Fellow SVP – Global Launch Services Commercial Launch Services Ehson Mosleh Richard French, Director – Business Robbie Hurwitz Morgan Bailey Space Systems Chief Engineer Development & Strategy Space Systems Senior Legal Counsel Head of Communications 14 Rocket Lab USA Section 1
Our execution MAHIA, NEW ZEALAND ELECTRON LIFT-OFF history We do what we say we will do Launch 6 YEARS 2014 2018 2020 1st venture NZ launch 1st flight Factory built First NRO U.S. launch Successful 4th most Monthly launch capital site built to orbit to support 1 launch site built reuse mission frequent cadence into FIRST NASA MISSION raised rocket per week launcher in 2021 production the world in ‘19 & ‘20 2018 Space Systems 1 YEAR 2019 2020 Photon program Acquired Sinclair Awarded Awarded NASA Developed KSAT First Scheduled announced Interplanetary NASA CAPSTONE propellant multiple partnership Photon missions to the mission depot mission Rocket Lab launched Moon (2021), to the Moon in LEO satellite Venus (2023) and components Mars (2024) PHOTON FIRST LIGHT Space Applications 0.5 YEARS NOVEMBER 2020 2020 First Rocket Lab Positioned to provide satellite on orbit space data to the market 15 Rocket Lab USA Section 1
SECTION 02 LAUNCH 16 Rocket Lab USA Section 2
dedicated small launch is critical Not all space access is the same Rocket Lab delivers the first dedicated ride to orbit for small satellites, providing customers control over launch schedule and enabling tailored orbits that cannot be matched by large rocket rideshare Launch Frequent On demand launch Strategically critical for 132 launch slots every year Small satellites More than 50% Large rockets do not military space resilience and (more than all U.S. launch face costly delays of small satellites provide adequate commercial constellation sites combined) when flying launched in control for many replenishment rideshare on large the past 5 years small satellite orbital rockets due to low were delayed from destinations launch frequency 4 months to 2 years Tailored SCHEDULE orbits CONTROL Small satellite customers in control Ability to control launch time of exact orbits. Wide range of down to the second launch azimuths 17 Rocket Lab USA Section 2
Meet electron LAUNCH COMPLEX 1 Fairing ELECTRON SIGNIFICANT Payload plate technology Kick stage moats SECOND stage RUTHERFORD VACUUM ENGINE ELECTRON ON LAUNCH PAD INTERSTAGE 97 1st 132 180 LAUNCH COMPLEX 1 Satellites Carbon Launch 3D printed deployed to composite opportunities engines orbit to date orbital launch every year delivered FIRST STAGE vehicle in across 3 to space the world launch pads Powered by the Unique Kick Stage Designed for Tailored for PRODUCTION COMPLEX world’s first 3D standard with every manufacturability satellites up printed and electric- launch to provide and reliability to 300 kg pump-fed rocket industry-leading (660 pounds) engine technology, precision and payload class Power Pack ELECTRON backed by a growing flexibility IP portfolio and patent filings 9x Rutherford Sea Level Engines 18 Rocket Lab USA Section 2
2nd most frequently launched rocket in the U.S. 5 1 SPACEX 2 ROCKET LAB MAY 2017 JANUARY 2018 NOVEMBER 2018 DECEMBER 2018 MARCH 2019 MAY 2019 4th most frequent launcher globally JUNE AUGUST OCTOBER DECEMBER JANUARY JUNE 2019 2019 2019 2019 2020 2020 1 CHINA 4 ROCKET LAB 2 RUSSIA 5 EUROPE 3 SPACEX 6 JAPAN S y s n in s g pe n ight be cti Strive | l' s X- w o α e Th 19 Rocket Lab USA Section 2 ro b c ke t l a JULY AUGUST OCTOBER NOVEMBER DECEMBER JANUARY 2020 2020 2020 2020 2020 2021
only two private companies are delivering regular and reliable access to orbit Rocket Lab scaled to a Rocket Lab is the monthly Small Launch LEADER launch Successful Satellites Capital In-house cadence faster Company Orbital Delivered Raised Satellite Launches to Orbit to Date1 Program Rocket Lab 16 97 $275M than any OTHER commercial Virgin Orbit 1 9 $1B Firefly 0 0 ~$210M launch Relativity 0 0 ~$685M provider Astra 0 0 $100M 20 Rocket Lab USA Section 2 1 PitchBook, Press, Investor Materials
Our customers 18 missions, 97 satellites deployed ~50% COMMERCIAL for more than 20 organizations 2 Missions 1 Mission 1 Mission 2 Missions 1 Mission (upcoming) 1 Mission 3 Missions 1 Mission 4 Missions 2 Missions 3 Missions 1 Mission 1 Mission 1 Mission 1 Mission 2 Missions ~20% CIVIL ~30% DEFENSE 2 Missions 1 Mission 2 Missions 2 Missions 21 Rocket Lab USA Section 2
STATE OF THE ART MANUFACTURING AUCKLAND, NEW ZEALAND PRODUCTION COMPLEX Production facilities capable of producing a rocket every week LONG BEACH, U.S. PRODUCTION HQ R&D and Extensive ll production A ~90% vertically manufacturing automation incl. scaling integrated. Engines, facilities across 3D printing and investments and vehicle structures, the U.S., NZ custom robotic infrastructure avionics, guidance and Canada processing. complete sets and flight Largest robotic termination machining center hardware LONG BEACH, U.S. PRODUCTION HQ in the Southern produced Hemisphere in-house PRODUCTION COMPLEX 22 Rocket Lab USA Section 2 AUCKLAND, NEW ZEALAND
Unrivaled launch infrastructure 3 launch pads across 2 countries MAHIA, NEW ZEALAND LAUNCH COMPLEX 1 Launch Complex 1 New Zealand Launch Complex 2 Virginia, U.S. 132 launch slots Critical national Dedicated annually (more than infrastructure asset integration and all U.S. ranges for U.S. government control facilities combined) customers LAUNCH COMPLEX 2 World’s only 24-hr rapid call-up The only bilateral private, FAA- launch for defense treaty that allows licensed orbital needs and constellation U.S. launch vehicles VIRGINIA, U.S. launch site replenishment to launch outside of the U.S. 23 Rocket Lab USA Section 2
REUSABILITY THE KEY TO LAUNCH FREQUENCY ELECTRON RECOVERY TESTING NOVEMBER 2020 Electron is the only reusable orbital-class small rocket One of only two Components Enables First re-flight companies to from first higher launch of a full booster successfully bring recovered frequency scheduled back an orbital- booster already without for 2022 class booster scheduled for expanding from space re-flight production MID-AIR CAPTURE MARCH 2020 24 Rocket Lab USA Section 2
Small Launch was the beginning The market needs a constellation LAUNCHER 83% of the small satellites launched by 2028 will be constellation missions1 Example: Telesat Lightspeed broadband constellation2 1 2 3 4 8t There is currently no commercial Constellation satellites need to be An analysis of large constellations 220 20 11 7.7 medium lift class launched in batches points to an 8-ton Satellites Different SATELLITES TONS launch vehicle to to different orbital class rocket as the need launch orbital planes per plane per launch meet this demand planes. Large rockets ideal lift capacity (700kg each) required don’t solve this 25 Rocket Lab USA Section 2 1 Euroconsult 2 Space News
Next Step: 63M NEUTRON 98% NEW ROCKET DEVELOPMENT ELECTRON & NEUTRON CLASS 8-Ton PAYLOAD CAPACITY › Rocket Lab solved small launch with Electron 40M Rocket Lab ›N eutron solves medium launch can lift 98% of all satellites forecast to launch through 20291 Tailored for Highly disruptive lower Direct commercial and costs by leveraging alternative N DoD constellation Electron’s heritage, to SpaceX e launches launch sites and Falcon 9 u 2% architecture t 18M r OTHER o CLASS E l e n c t r Capable of human eusable-ready R ~$200M development o n space flight and platform after program. First crew resupply test program launch 2024 to the ISS completion ELECTRON NEUTRON SPaceX, FALCon 9 (SMALL LIFT) (MEDIUM LIFT) (LARGE LIFT) 26 Rocket Lab USA Section 2 1 Euroconsult, Northern Sky Research
SECTION 03 SPACE SYsTEMS 27 Rocket Lab USA Section 3
Space Systems MANDATE 1 Satellites PHOTON PATHFINDER 1 as a Service AUGUST 2020 From LEO constellations to high-complexity deep space and interplanetary missions 2 Satellite COMPONENTS Anything that goes to space should have a Rocket Lab logo on it 3 SPACE APPLICATIONS PHOTON - CAPSTONE Uniquely positioned to access expanding space applications TAM AUGUST 2020 28 Rocket Lab USA Section 3
SATELLITES AS A SERVICE PHOTON: LOW EARTH ORBIT PHOTON FIRST LIGHT MISSION Customers no longer have to build their own satellite. They can buy a launch, satellite, ground services and AUGUST 2020 on-orbit management in a turn-key package Operational Photon Every time Rocket Lab Forms the satellite satellite is on orbit launches a customer platform for our now and functioning mission, Photon is a free own constellations flawlessly “stowaway” satellite PHOTON FIRST LIGHT MISSION Awarded NASA Strong market uptake Unique ability to propellant depot in satellite as a service control schedule AUGUST 2020 mission model across USG and and costs commercial customers 29 Rocket Lab USA Section 3
spacecraft AS A SERVICE PHOTON: Interplanetary FOR NASA CAPSTONE LUNAR MISSION 2021 PHOTON INTERPLANETARY SPACECRAFT Rocket Lab goes everywhere in the solar system. Interplanetary Photon is a high-energy stage capable of going to the Moon, planets, asteroids and beyond 1 No other small, Photons can fly Strong market high-performance on Electron or traction to date platform currently any other rocket with multiple UPCOMING VENUS MISSION in the market NASA deep space missions 2023 30 Rocket Lab USA Section 3
interplanetary missions Missions awarded and spacecraft developed first to DISRUPTING Displacing the moon THE MARKET LEGACY SPACE VENUS MOON MARS Awarded NASA Rocket Lab’s Private mission CAPSTONE mission mission to Venus to to Mars to the moon search for life Launching 2024 Launching 2021 Launching 2023 The mission will see Photon deliver As a precursor for Gateway, a Rocket Lab will provide both the rocket a science payload to Mars to study Moon-orbiting outpost that is part and spacecraft - international research the planet's atmosphere of NASA’s Artemis program, team will provide the probe and CAPSTONE will help reduce risk science instrument for future spacecraft 31 Rocket Lab USA Section 3
Satellite Components Mission-critical components for small and mega constellations Solar Panels Reaction Wheels Everything that goes to space should have a Rocket Lab logo on it Secures supply Strengthened by Disruptive high- Torque Rods Fibre Optic Network Switches chain for Rocket the acquisition of volume manufacturing Lab-built satellites Sinclair Interplanetary of critical satellite and spacecraft in 2020 components at scale prices Awarded contract to Growing demand from supply reaction wheels mega constellations to mega constellation Satellite Batteries Star Trackers 32 Rocket Lab USA Section 3
Uniquely positioned to create a new multi-billion-dollar business vertical Rocket Lab is in a unique position to complete the final move up the value chain to provide data and services to the market by leveraging Electron, Neutron, and Photon, further unlocking the ~$1.4T TAM1 by 2030 Rocket Lab’s in-house launch and space systems capabilities provide significant competitive advantages in the space applications market 33 Rocket Lab USA Section 3 1 Wall Street Research
SECTION 04 Transaction Overview & Financials 34 Rocket Lab USA Section 4
Transaction overview ›F ully diluted pro forma enterprise value Sources $M Pro Forma Valuation of $4.1B, representing 5.4x 2025E Existing Rocket Lab Shareholders 3,960 Share Price at Closing $10.00 revenue of $749M Vector SPAC Cash in Trust1 320 PF Shares Outstanding (M) 4, 5, 6 482.7 ›E xisting Rocket Lab shareholders will receive 82% of the pro forma equity PIPE Equity2 467 Equity Value ($M) $4,827 ›T ransaction will result in $745M of cash Rocket Lab Existing Cash3 48 (-) PF Net Cash ($M)6 (745) to the balance sheet to fund growth Total Sources $4,795 Enterprise Value ($M) $4,082 ›F unded by a combination of cash in Vector’s trust account and PIPE proceeds Uses $M Pro Forma Ownership5 Existing Rocket Lab Shareholders 3,960 SPAC Sponsor
FINANCIAL MODEL SUMMARY Historical and projected revenue › Current bookings for 2021 represent 90% of forecast revenue1 Space Systems ($M) $1,571 Launch ($M) ›E xisting customer relationships, frequency of repeat business and active opportunity pipeline of ~$2.2B provide confidence in long-term plan $1,159 $656 $501 Current Active Pipeline Sum: ~$2.2B $749 $350 $450 $1.2B Launch $915 $267 $218 $658 $447M Space Systems $176 $399 $126 Bundled Launch $386M + Photon $69 $61 $232 $48 $35 $20 $141 $181M Components $13.5 $2 $115 $33 $49 2018 2019 2020E2 2021E 2022E 2023E 2024E 2025E 2026E 2027E 1 Reflects approximately $16M reduction in estimated 2021 revenue recognition due to rescheduling by a US Government customer of two dedicated launches that had been scheduled for August of 2021, into January/February of 2022, due to delays from their satellite bus partner. Concurrently with the rescheduling, the customer informed Rocket Lab that it had awarded the Company an additional dedicated launch for 2022, which increased Rocket Lab’s total backlog 36 Rocket Lab USA Section 4 by approximately $8.5M 2 Total cumulative billings associated with launches completed in 2018, 2019 and 2020 were approximately $7M, $34M and $39M, respectively. Total cumulative billings for launches to be conducted in 2021 are expected to be $59M
FINANCIAL MODEL SUMMARY Historical and projected adjusted EBITDA ($M) ›A djusted EBITDA breakeven is $505 expected in 2023E with significant $340 EBITDA ramp thereafter as the company scales operations $168 $119 ($32) ($24) ($36) ($48) ($20) $26 2018 2019 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E Adjusted EBITDA (238%) (49%) (102%) (69%) (11%) 10% 26% 22% 29% 32% Margin Historical and projected UFCF ($M)1 ›S ignificant free cash flow generation driven by adjusted EBITDA growth $465 and minimal maintenance capital expenditure $311 $149 $97 ($47) ($40) ($45) ($76) ($73) ($11) 2018 2019 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 37 Rocket Lab USA Section 4 Note: Adjustments to EBITDA include share-based compensation, foreign exchange gains or losses, and 1U nlevered free cash flow is defined as adjusted EBITDA minus capital non-recurring losses, including the impact of retaining employees during COVID-19 shutdowns expenditures minus increases in working capital
highly compelling OPPORTUNITY $74.0 › R ocket Lab represents a unique opportunity for public investors to invest in the market-leading small launch and space systems company $4.1 $3.2 $2.3 $2.2 $1.2 $2.1 = TEV ($B) = Current TEV ($B) Total payload deployment DATA NOT revenue to date1 $0 $0 $0 $105M AVAILABLE Successful launches with payloads deployed 0 0 0 16 106 1st successful commercial N/A N/A N/A 2018 2009 launch (year) 38 Rocket Lab USA Section 4 Note: Market Data as of 2/26/2021 Source: Company Filings, Bloomberg, FactSet, Press Reports 1 Assumes peer revenues are recognized at launch. For Rocket Lab includes 2018, 2019, 2020E and January 2021E
valuation and operational benchmarking Leading Technology SPACs SPACE SPACs TEV ($B): $4.1 $8.6 $8.8 $23.6 $3.4 $4.4 $8.4 $1.4 $3.2 $2.2 $2.1 TEV / 2025E Revenue 18.0x MEDIAN: 7.4X MEDIAN: 2.1x 11.6x 8.9x 7.4x 5.4x 6.6x 1 .7x 2.5x 2.1x 1.1x 0.8x 1 2 1 3 1 1 1 1 Revenue CAGR 67.6% 149.8% 68.6% 807.2%4 36.9% 75.0% 38.6% 56.5% 142.1% 81.0% 280.8% (2023-2025E) TEV / 2025E EBITDA (adj) MEDIAN: 29.3x MEDIAN: 4.6x 101.8x 44.3x 30.7x 29.3x 24.3x 19.9x 8.1x 5.6x 4.6x 1.8x 0.8x 1 2 1 3 1 1 1 1 EBITDA (adj) 22.4% 8.7% 37.8% 25.2%5 32.9% 21.0% 40.6%6 44.7% 46.2% 61.3% 97.5% margin (2025E) Note: Market data as of 2/26/2021. For SPAC transactions that have closed, TEV is based on latest available filing. For SPAC transactions announced but not yet closed, TEV is based on the investor presentation or latest S-1 available 39 Rocket Lab USA Section 4 (1) ChargePoint, Proterra, BlackSky, Astra, Momentus and AST SpaceMobile have been announced but not yet closed. (2) QuantumScape represents 2027E multiple. (3) Virgin Galactic represents 2024E multiple (4) QuantumScape represents 2025E –2027E revenue CAGR. (5) QuantumScape represents 2027E EBITDA margin. (6) Virgin Galactic represents 2024E EBITDA margin. Source: FactSet, Wall Street Research, Public Filings
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