Canoo Inc. (NASDAQ:GOEV) Q4 2020 Earnings Conference Call March 29, 2021 5:00 PM ET Company Participants Kamal Hamid – Vice President of Investor Relations Tony Aquila – Executive Chairman Renato Giger – Senior Vice President & Interim Chief Financial Officer Conference Call Participants Craig Irwin – ROTH Capital Partners Jaime Perez – RF Lafferty & Company John Murphy – Bank of America Joseph Spak – RBC Capital Markets Operator Greetings and welcome to the Canoo Fourth Quarter 2020 and Full Year Earnings ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements for Q3 2020, detailing balance sheets, operations, equity, cash flows, and notes on the Canoo merger [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Reports total assets of **$307.0 million** as of September 30, 2020, with **$306.6 million** in trust, and **$15.2 million** in liabilities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2020 (unaudited) | Dec 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $355 | $1,124 | | Cash and investments held in trust account | $306,566 | $307,338 | | **Total Assets** | **$306,971** | **$308,512** | | **Liabilities & Equity** | | | | Total Liabilities | $15,239 | $12,460 | | Common stock subject to possible redemption | $286,732 | $291,052 | | Total Stockholders' Equity | $5,000 | $5,000 | | **Total Liabilities and Stockholders' Equity** | **$306,971** | **$308,512** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Reports no revenue and a **net loss of $2.14 million** for the nine months ended September 30, 2020, driven by expenses Condensed Consolidated Statements of Operations Highlights (in thousands) | Metric | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | | Revenues | $0 | $0 | | General and administrative expenses | ($3,680) | ($2,803) | | Interest income on Trust Account | $1,906 | $4,130 | | **Net (Loss) Income** | **($2,143)** | **$492** | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Total stockholders' equity remained constant at **$5.0 million** for the nine months ended September 30, 2020, despite net loss and redemptions - Total stockholders' equity was unchanged at **$5.0 million** as of September 30, 2020, compared to December 31, 2019[12](index=12&type=chunk) - During the nine months ended September 30, 2020, 211,561 shares of Class A common stock were redeemed, reducing additional paid-in capital by approximately **$2.18 million**[12](index=12&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$1.27 million**, resulting in a **net decrease in cash of $0.77 million** for the nine months ended September 30, 2020 Cash Flow Summary for the Nine Months Ended Sep 30, 2020 (in thousands) | Cash Flow Category | Amount | | :--- | :--- | | Net cash used in operating activities | ($1,271) | | Net cash provided by investing activities | $2,678 | | Net cash used by financing activities | ($2,176) | | **Net decrease in cash** | **($769)** | | **Cash at end of period** | **$355** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Details the company's blank check status, the pending merger with Canoo, going concern doubts, and a stockholder lawsuit related to the transaction - The company is a blank check company formed to effect a business combination and has not commenced any operations as of September 30, 2020[18](index=18&type=chunk)[19](index=19&type=chunk) - On August 17, 2020, the company entered into a Merger Agreement with Canoo Holdings Ltd., an electric vehicle company, for a proposed business combination[34](index=34&type=chunk)[35](index=35&type=chunk) - The company has until December 31, 2020, to complete its initial business combination, raising substantial doubt about its ability to continue as a going concern[31](index=31&type=chunk)[33](index=33&type=chunk) - A stockholder lawsuit was filed on October 2, 2020, alleging breach of fiduciary duty in connection with the proposed merger with Canoo[93](index=93&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Discusses the company's blank check status, the Canoo merger agreement, the extended business combination deadline, and going concern uncertainties - The company is a blank check company with the primary purpose of effecting an initial Business Combination[96](index=96&type=chunk) - A definitive Merger Agreement was signed with electric vehicle company Canoo Holdings Ltd. on August 17, 2020, anticipated to close in Q4 2020[102](index=102&type=chunk)[107](index=107&type=chunk) - The deadline to consummate a business combination was extended from September 5, 2020, to December 31, 2020, following stockholder approval[100](index=100&type=chunk) - The company's liquidity is limited, with approximately **$355 thousand** in cash outside the trust account, raising substantial doubt about its ability to continue as a going concern[120](index=120&type=chunk)[122](index=122&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risk is interest rate fluctuations on the **$306.6 million** in the Trust Account, invested in U.S. government obligations - The company's primary market risk exposure is to interest rate changes on the funds held in the Trust Account[144](index=144&type=chunk) - As of September 30, 2020, the Trust Account held approximately **$306.6 million**, invested in a money market fund comprised of U.S. government obligations, minimizing interest rate risk[144](index=144&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2020, with no material changes in Q3 2020 - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2020[146](index=146&type=chunk) - There were no material changes to the company's internal control over financial reporting during the three months ended September 30, 2020[147](index=147&type=chunk) [PART II – OTHER INFORMATION](index=32&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) Discloses a stockholder lawsuit filed October 2, 2020, alleging breach of fiduciary duty regarding the proposed Canoo business combination - On October 2, 2020, a stockholder filed a lawsuit against the company and its board of directors in connection with the proposed business combination[150](index=150&type=chunk) - The complaint alleges breach of fiduciary duty, a flawed sales process, and that the initial S-4 registration statement was materially misleading[150](index=150&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors from the 2019 Form 10-K are reported, except those in the S-4 Registration Statement for the business combination - No material changes to risk factors from the Annual Report on Form 10-K are reported, except for those disclosed in the S-4 Registration Statement concerning the business combination[151](index=151&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Form 10-Q, including the Merger Agreement with Canoo and related subscription and support agreements - Key exhibits filed include the Merger Agreement and Plan of Reorganization with Canoo Holdings Ltd., dated August 17, 2020[157](index=157&type=chunk) - Other exhibits include the Form of Subscription Agreement for the PIPE financing and the Sponsor Warrant Exchange Agreement[157](index=157&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37509 HENNESSY CAPITAL ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) (State or other juris ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37509 HENNESSY CAPITAL ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) | Delaware | 83-1476 ...

For the fiscal year ended December 31, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38821 HENNESSY CAPITAL ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) | Delaware | | 83-1476189 | | --- | --- | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37509 HENNESSY CAPITAL ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 83-1476 ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the unaudited financial statements and management's analysis for the company's initial operational period following its IPO [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Hennessy Capital Acquisition Corp. IV as of June 30, 2019, and for the three and six months then ended [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2019, total assets were **$306.6 million**, primarily from **$305.0 million** in cash and investments in the trust account, with liabilities increasing to **$10.3 million** Condensed Balance Sheet Highlights (as of June 30, 2019 vs. December 31, 2018) | Metric | June 30, 2019 (unaudited) | December 31, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,521,000 | $6,000 | | Cash and investments held in trust account | $305,017,000 | $0 | | **Total Assets** | **$306,646,000** | **$238,000** | | **Liabilities** | | | | Deferred underwriting compensation | $10,179,000 | $0 | | **Total Liabilities** | **$10,322,000** | **$216,000** | | Common stock subject to possible redemption | $291,324,000 | $0 | | **Total Stockholders' Equity** | **$5,000,000** | **$22,000** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the three and six months ended June 30, 2019, net income was **$1.1 million** and **$1.4 million** respectively, driven by interest income from the trust account with no operational revenue Statement of Operations Summary (unaudited) | Metric | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Revenues | $0 | $0 | | General and administrative expenses | $360,000 | $472,000 | | Loss from operations | ($360,000) | ($472,000) | | Interest income on Trust Account | $1,855,000 | $2,385,000 | | **Net income** | **$1,115,000** | **$1,433,000** | | Net income per Class A common share | $0.05 | $0.06 | [Condensed Statement of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity increased to **$5.0 million** by June 30, 2019, primarily due to the sale of public units and private placement warrants, offset by underwriting discounts and reclassification of redeemable common stock - Key equity events during the first six months of 2019 included the sale of **30,015,000 public units** for **$300.15 million** and **13,581,500 private placement warrants** for **$13.58 million**[14](index=14&type=chunk) - A significant portion of equity raised, approximately **$290.2 million**, was reclassified as 'Common stock subject to possible redemption', reflecting the rights of public stockholders[14](index=14&type=chunk) [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2019, net cash provided by financing activities was **$305.1 million**, primarily from the IPO, while **$302.6 million** was used in investing activities for the trust account Cash Flow Summary for the Six Months Ended June 30, 2019 (unaudited) | Category | Amount | | :--- | :--- | | Net cash used in operating activities | ($922,000) | | Net cash used in investing activities | ($302,632,000) | | Net cash provided by financing activities | $305,069,000 | | **Net increase in cash** | **$1,515,000** | | Cash at end of period | $1,521,000 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's formation as a SPAC, its 18-month timeline to complete a Business Combination, specifics of the March 2019 Public Offering, related-party transactions, and trust account management - The Company is a special purpose acquisition company (SPAC) formed to effect a Business Combination and has not commenced any operations as of June 30, 2019[18](index=18&type=chunk)[19](index=19&type=chunk) - The Company has **18 months** from the closing of its Public Offering (until September 5, 2020) to complete an initial Business Combination, or it will be required to liquidate and return funds from the Trust Account to public stockholders[27](index=27&type=chunk) - The Company adopted ASU 2017-11, which enabled it to classify warrants as equity instruments[44](index=44&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting its limited activities as a blank check company and sufficient working capital for the next twelve months - The company is a blank check company formed for the purpose of effecting an Initial Business Combination, with activities to date consisting of formation, the Public Offering, and identifying a suitable target[72](index=72&type=chunk)[75](index=75&type=chunk) - As of June 30, 2019, the company had approximately **$1.52 million** in cash outside of the Trust Account available for operating expenses[74](index=74&type=chunk) - The company has until **September 5, 2020**, to complete an Initial Business Combination, otherwise it will be forced to liquidate[82](index=82&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) The company generated no operating revenue, with net income derived solely from **$1.9 million** and **$2.4 million** in interest income from the Trust Account for the three and six months ended June 30, 2019, respectively Key Financial Metrics (For the periods ended June 30, 2019) | Metric | Three Months | Six Months | | :--- | :--- | :--- | | Interest Earned on Trust Account | ~$1,855,000 | ~$2,385,000 | | Travel Costs for Target Search | ~$93,000 | ~$98,000 | | Governance & Public Reporting Costs | ~$86,000 | ~$128,000 | - Trust assets are invested in U.S. government treasury bills maturing in September 2019, yielding approximately **2.45% annually**[77](index=77&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) On March 5, 2019, the company raised **$300.15 million** from its Public Offering and **$13.58 million** from a Private Placement, with **$303.2 million** deposited into the Trust Account, leaving **$1.52 million** in cash for operations - The company consummated its Public Offering of **30,015,000 Units** at **$10.00 per unit**, generating gross proceeds of approximately **$300.15 million**[78](index=78&type=chunk) - A simultaneous Private Placement of **13,581,500 warrants** at **$1.00 per warrant** generated gross proceeds of approximately **$13.58 million**[78](index=78&type=chunk) - At June 30, 2019, approximately **$1,521,000** of cash was available outside the Trust Account to fund activities[79](index=79&type=chunk) [Critical Accounting Policies](index=23&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies include its status as an 'emerging growth company', the two-class method for net income per share, accounting for public offering costs, income taxes, and the classification of redeemable common stock - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[92](index=92&type=chunk) - Net income per share is calculated using a two-class method, allocating interest income from the Trust Account (net of taxes) to Class A common stock and the remaining net income/loss to Class B common stock[94](index=94&type=chunk) - Common stock subject to redemption is classified outside of permanent equity in accordance with FASB ASC 480, with changes in redemption value adjusted through additional paid-in capital[100](index=100&type=chunk)[101](index=101&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk is minimal, primarily related to interest rate fluctuations on short-term U.S. government treasury bills held in the Trust Account, yielding approximately **2.45% annually** as of June 30, 2019 - The company's primary market risk exposure is related to interest rate changes on the funds held in the Trust Account[104](index=104&type=chunk) - Trust Account funds are invested in short-term U.S. government treasury bills, minimizing risk; as of the reporting date, these investments yielded approximately **2.45% per year**[104](index=104&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2019, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2019[106](index=106&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the three months ended June 30, 2019[107](index=107&type=chunk) [PART II – OTHER INFORMATION](index=26&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section details legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings to disclose - The company has no legal proceedings to report[109](index=109&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its Prospectus filed with the SEC on March 4, 2019 - There have been no material changes to the risk factors disclosed in the company's Prospectus from March 4, 2019[110](index=110&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or changes in the use of proceeds - The company reports none[111](index=111&type=chunk) [Item 3. Defaults Upon Senior Securities](index=26&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reports none[112](index=112&type=chunk) [Item 4. Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports that this item is not applicable - The company reports none[113](index=113&type=chunk) [Item 5. Other Information](index=26&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company reports none[114](index=114&type=chunk) [Item 6. Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which include officer certifications pursuant to the Sarbanes-Oxley Act of 2002 and XBRL interactive data files - Exhibits filed include certifications from the Principal Executive Officer and Principal Financial Officer, as well as XBRL data files[115](index=115&type=chunk)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission File Number: 001-37509 HENNESSY CAPITAL ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) | Delaware | 83-1476 ...