Accelerating Profitable Growth in the Global Space Sector with the Acquisition of QinetiQ Space NV

October 3, 2022

Disclaimers

The presentation (the "Presentation") includes information regarding the proposed transaction between Redwire Corporation ("Redwire" or the "Company") and QinetiQ Space NV ("Space NV"), whereby Redwire intends to acquire all of the issued share capital of the Space NV (the "Transaction"). Industry and market data used in this Presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Redwire has not independently verified the data obtained from these sources and cannot assure you of the data's accuracy or completeness. This data is subject to change. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with Redwire or its representatives as investment, legal or tax advice. 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 Redwire, Space NV or the Transaction. Recipients of this Presentation should each make their own evaluation of Redwire, Space NV and the Transaction and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Statements other than historical facts about Redwire, including but not limited to those concerning market conditions or trends, consumer or customer preferences or other similar concepts with respect to Redwire and/or Space NV, are based on current expectations, estimates, projections, targets, opinions and/or beliefs of Redwire, or, when applicable, of one or more third-party sources. In addition, financial information related to Space NV is based on data available to Redwire, has not been audited by Redwire or its auditors, and is subject to change. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. In addition, no representation or warranty is made with respect to the reasonableness of any estimates, forecasts, illustrations, prospects or returns, which should be regarded as illustrative only, or that any profits will be realized.

Forward-Looking Statements

Readers are cautioned that the statements contained in this Presentation regarding expectations of our performance or other matters that may affect our business, results of operations, or financial condition are "forward looking statements" as defined by the "safe harbor" provisions in the Private Securities Litigation Reform Act of 1995. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included or incorporated in this Presentation, including statements regarding our strategy, financial position, guidance, funding for continued operations, cash reserves, liquidity, projected costs, plans, projects, awards and contracts, and objectives of management, are forward looking statements. Words such as "expect," "anticipate," "should," "believe," "hope," "target," "continued," "project," "plan," "goals," "opportunity," "appeal," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," "shall," "possible," "would," "approximately," "likely," "schedule," and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements are not guarantees of future performance, conditions or results. Forward looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control.

These factors and circumstances include, but are not limited to: (1) the company's limited operating history; (2) the development and continued refinement of many of the company's proprietary technologies, produces and service offerings; (3) the possibility that the company's assumptions relating to future results may prove incorrect; (4) the inability to successfully integrate recently completed and future acquisitions; (5) the possibility that the company may be adversely affected by other macroeconomic, business, and/or competitive factors; (6) the impacts of COVID-19 on the company's business; (7) unsatisfactory performance of our products; (8) the emerging nature of the market for in-space infrastructure services; (9) inability to realize benefits from new offerings or the application of our technologies; (10) the inability to convert orders in backlog into revenue; (11) data breaches or incidents involving the company's technology; (12) the company's dependence on senior management and other highly skilled personnel; (13) incurrence of significant expenses and capital expenditures to execute our business plan; (14) the ability to recognize the anticipated benefits of the business combination Genesis Park Acquisition Corp., which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) costs related to the business combination with Genesis Park Acquisition Corp.; (16) early termination, audits, investigations, sanctions and penalties with respect to government contracts; (17) inability to report our financial condition or results of operations accurately or timely as a result of identified material weaknesses; (18) inability to meet or maintain stock exchange listing standards; (19) the need for substantial additional funding to finance our operations, which may not be available when we need it, on acceptable terms or at all; (20) significant fluctuation of our operating results; (21) adverse publicity stemming from any incident involving the Company or its competitors; (22) changes in applicable laws or regulations; (23) risks related to the Transaction; and (24) other risks and uncertainties described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and those indicated from time to time in other documents filed or to be filed with the SEC by the Company.

The forward-looking statements contained in this Presentation are based on our current expectations and beliefs concerning future developments and their potential effects on us. If underlying assumptions to forward looking statements prove inaccurate, or if known or unknown risks or uncertainties materialize, actual results could vary materially from those anticipated, estimated, or projected. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Persons reading this press release are cautioned not to place undue reliance on forward looking statements.

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Disclaimers

No Offer or Solicitation

This Presentation is for informational purposes only and is neither an offer to sell or purchase, nor a solicitation of an offer to sell, buy or subscribe for any securities, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. This Presentation does not constitute either advice or a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering.

Trademarks

This Presentation contains trademarks, service marks, tradenames and copyrights of Redwire and other companies, which are the property of their respective owners. The use herein does not imply an affiliation with, or endorsement by, the owners of these service marks, trademarks and tradenames. Third-party logos herein may represent past customers, present customers or may be provided simply for illustrative purposes only. Inclusion of such logos does not necessarily imply affiliation with or endorsement by such firms or businesses. There is no guarantee that Redwire will work, or continue to work, with any of the firms or businesses whose logos are included herein in the future.

Additional Information and Where to Find It

If a definitive agreement is entered into in connection with the Transaction described herein, a full description of the terms of the Transaction will be provided in a Current Report on Form 8-K to be filed with the SEC. This Presentation does not contain all the information that should be considered concerning the Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Transaction. Redwire urges investors, shareholders and other interested persons to read Redwire's filings with the SEC, because these documents may contain important information about Redwire, Space NV and the Transaction.

Non-GAAP Financial Information

This Presentation contains financial measures that have not been prepared in accordance with United States Generally Accepted Accounting Principles ("U.S. GAAP"). These financial measures include Adjusted EBITDA, Pro Forma Adjusted EBITDA and Free Cash Flow.

We use Adjusted EBITDA and Pro Forma Adjusted EBITDA to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. We use Free Cash Flow as a useful indicator of liquidity to evaluate our period-over-period operating cash generation that will be used to service our debt, and can be used to invest in future growth through new business development activities and/or acquisitions, among other uses. Free Cash Flow does not represent the total increase or decrease in our cash balance, and it should not be inferred that the entire amount of free cash flow is available for discretionary expenditures, since we have mandatory debt service requirements and other non-discretionary expenditures that are not deducted from this measure.

These Non-GAAP financial measures are used to supplement the financial information presented on a U.S. GAAP basis and should not be considered in isolation or as a substitute for the relevant U.S. GAAP measures and should be read in conjunction with information presented on a U.S. GAAP basis. Because not all companies use identical calculations, our presentation of Non-GAAP measures may not be comparable to other similarly titled measures of other companies.

Adjusted EBITDA is defined as net income (loss) adjusted for interest expense (income), net, income tax (benefit) expense, depreciation and amortization, impairment expense, acquisition deal costs, acquisition integration costs, acquisition earnout costs, purchase accounting fair value adjustment related to deferred revenue, severance costs, capital market and advisory fees, write-off of long-lived assets, equity-based compensation, committed equity facility transaction costs, and warrant liability fair value adjustments. Pro Forma Adjusted EBITDA is defined as Adjusted EBITDA further adjusted for the incremental Adjusted EBITDA that acquired businesses would have contributed for the periods presented if such acquisitions had occurred on January 1 of the year in which they occurred. Accordingly, historical financial information for the businesses acquired includes pro forma adjustments calculated in a manner consistent with the concepts of Article 8 of Regulation S-X, which are ultimately added back in the calculation of Adjusted EBITDA. As an emerging growth company that has completed a significant number of acquisitions in 2020 and 2021, we believe Pro Forma Adjusted EBITDA provides meaningful insights into the impact of strategic acquisitions as well as an indicative run rate of the Company's future operating performance. Free Cash Flow is computed as net cash provided by (used in) operating activities less capital expenditures.

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The Combination with QinetiQ Space NV:

Financially Accretive Platform Growth in Europe with Meaningful Revenue and Total Backlog Expansion

Key Benefits

1 Anticipated to Deliver Significant Shareholder Value

Upon closing, expected to be accretive to

Expected to meaningfully increase Redwire's

Strong support with financing

Redwire's Adjusted EBITDA

revenue with acquisition-related additions to

commitment from our largest shareholder

and Free Cash Flow (1)

strengthen Redwire's Total Backlog (2)

- AE Industrial Partners

2 Expands Total Addressable Market and Increases Exposure to European Customers

Creates new touch points (in addition to

European space agencies increasingly

Events in Ukraine driving sharp increase

Luxembourg) that can drive new customer

focused on national security

in EU defense and space spending

wins and cross-selling opportunities

3 Highly Synergistic with Redwire's Critical Infrastructure; Enhances Platform Scale and Operational Leverage

Advanced capabilities and

Expands critical infrastructure

Provides innovative capabilities in

high-growth areas and increased access

technological focus complement

offering to include docking and

to multiple value-additive market

Redwire's existing portfolio

berthing solutions

opportunities

Source: Market and spending information. European Space Agency, Decisions from the 2022 Space Summit; European Commissions, EU Space Programme, 14th European Space Conference programme materials.

  1. Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures that should not be considered in isolation or as a substitute for the relevant U.S. GAAP measures and should be read in conjunction with information presented on a U.S. GAAP basis. Please refer to the Appendix of this Presentation for a definition of these metrics and a reconciliation to their respective most directly comparable GAAP measure.
  2. Total backlog is a key performance indicator used by Redwire's management. Please refer to the Appendix of this Presentation for a definition and why Redwire management uses this key performance indicator.

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Why QinetiQ Space NV:

Chinese and Russian Space Programs are Igniting a New Global Space Race

Chinese Space Station

Chinese Lunar Lander

Russian Pullout from ISS

China is constructing a

Chinese lunar

Continued

proprietary national

exploration program is

uncertainty for

space station as a

rivaling parallel NASA

future of Russian

natural competitor to

Artemis efforts

ISS involvement

the ISS

after 2024

Russian Space Station

Russia Testing Anti-Satellite Missiles

Space Community Support of Ukraine

Roscosmos recently

Russian direct-ascent

SpaceX supporting

revealed a model of a

anti-satellite missile test

Ukraine with Starlink

rival space station to

leads to increased

terminals during

the ISS

international tension over

Russian conflict

space governance

Broader Geopolitical Landscape is Driving Recession-Resistant Spending Backdrop in Space Technology

Source: Deloitte Research Center, 2022 Aerospace and Defense Industry Outlook.

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Redwire Corporation published this content on 03 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 October 2022 14:23:11 UTC.