Canoo Inc. (NASDAQ:GOEV) Q4 2022 Results Conference Call March 30, 2023 5:00 AM ET Company Participants Kunal Bhalla - SVP, Corporate Development and Capital Markets Tony Aquila - Investor, Chairman and CEO Ken Manget - CFO Ramesh Murthy - CAO Conference Call Participants Amit Dayal - H.C. Wainwright Jaime Perez - R.F. Lafferty Pavel Molchanov - Raymond James Operator Greetings and welcome to the Canoo Fourth Quarter and Full Year 2022 Earnings Release Call. [Operator Instructions] Please note, this confere ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38824 CANOO INC. (Exact name of registrant as specified in its charter) | Delaware | 83-1476189 | | --- | --- | | (State of Other Jurisdiction of incorporation ...

Financial Data and Key Metrics Changes - Cash used in operations for the nine months ended September 30, 2022, was $329.9 million, compared to $180.6 million for the same period in 2021 [36] - Capital expenditures were $88.8 million for the nine months ended September 30, 2022, compared to $74 million for the same period in 2021 [36] - GAAP net loss was $117.7 million for the quarter, compared to a GAAP net loss of $80.9 million in the prior year period [38] - Adjusted EBITDA was negative $80.8 million for the year compared to negative $85.8 million in the prior year period [38] - The company reduced cash burn by 25% over the last quarter [33] Business Line Data and Key Metrics Changes - The company has over $2 billion in total orders in its pipeline, with stage three contractual commitments growing to $750 million, or 18,000 units, representing a 224% growth over the last quarter [25] - Stage 2 orders grew by 57% over the last quarter, totaling 42,000 units [25] - The company has completed 118 vehicles in the gamma build phase [11] Market Data and Key Metrics Changes - The company is focused on high-grade commercial customers and has secured a landmark NASA contract, expanding its total addressable market (TAM) into government and defense opportunities [17] - The company has developed partnerships with Oklahoma, Arkansas, and the Cherokee Nation, creating an estimated 3,400 new high-tech American jobs [16] Company Strategy and Development Direction - The company aims to achieve a 20,000 unit run rate capacity in 2023, doubling that capacity in 2024 [11] - The company has pivoted to domestic manufacturing and is focused on creating unique intellectual property (IP), increasing its patents by 13% to a total of 205 [11] - The company is strategically targeting grade A and triple B credit customers to ensure favorable cash flow [55] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the current global economic and geopolitical disruptions but emphasizes a long-term strategy focused on shareholder value [9] - The company is taking a disciplined phased expansion approach to production based on committed orders, which is seen as a prudent move in a turbulent economy [29] - Management is optimistic about the demand for their products, citing a strong pipeline and positive customer feedback [55] Other Important Information - The company has made significant investments in machinery, equipment, and tooling, with over $300 million allocated [11] - The company has successfully completed its gamma builds and is ready to start production, with the first sellable vehicle deliveries expected in the back half of Q1 2023 [20][28] Q&A Session Summary Question: Is there any risk of double spending on the new facility versus the Pryor location? - Management clarified that the Oklahoma City facility will focus on defense and specialty products, ensuring no overlap with the Pryor location [46] Question: Is the sequential drop in R&D spending part of cost-saving efforts or a natural evolution? - Management indicated it is a combination of both, as they focus on ramping down while preparing for commercialization [48] Question: What are the financing needs to start making deliveries in the upcoming quarters? - Management discussed the importance of a disciplined capital plan and highlighted the availability of $170 million in their ATM program [49][50] Question: Are there any signs of slowing in the customer pipeline due to economic concerns? - Management reported a strong pipeline focused on grade A customers, indicating no significant slowdown [55] Question: Is the company reconsidering its near-shoring activities due to easing supply chain costs? - Management confirmed ongoing efforts to bring components into the U.S. and improve efficiency without sacrificing functionality [57] Question: Can you elaborate on the allocation of production as ramp-up begins? - Management emphasized the importance of flexibility in delivery schedules to meet customer expectations without over-promising [63]

[PART I – FINANCIAL INFORMATION](index=7&type=section&id=Part%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part presents the unaudited interim financial statements, management's analysis, and disclosures on market risk and internal controls [Item 1. Financial Statements (Unaudited)](index=7&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section contains the unaudited condensed consolidated financial statements and accompanying notes for the reported periods Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (in thousands) | Metric | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $6,815 | $224,721 | | Total current assets | $40,412 | $291,306 | | Property and equipment, net | $301,974 | $202,314 | | Total assets | $444,786 | $523,074 | | **Liabilities & Stockholders' Equity** | | | | Total current liabilities | $183,194 | $136,192 | | Contingent earnout shares liability | $6,188 | $29,057 | | Total liabilities | $216,915 | $179,075 | | Total stockholders' equity | $227,871 | $343,999 | | Total liabilities and stockholders' equity | $444,786 | $523,074 | Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (in thousands, except per share values) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $— | $— | $— | $— | | Total costs and operating expenses | $109,338 | $107,006 | $423,629 | $308,422 | | Loss from operations | $(109,338) | $(107,006) | $(423,629) | $(308,422) | | Net loss and comprehensive loss | $(117,705) | $(80,875) | $(407,464) | $(208,656) | | Net loss per share, basic and diluted | $(0.43) | $(0.35) | $(1.62) | $(0.92) | | Weighted-average shares outstanding, basic and diluted | 275,455 | 228,477 | 250,783 | 226,747 | Condensed Consolidated Statements of Stockholders' Equity Condensed Consolidated Statement of Stockholders' Equity (in thousands) - Nine Months Ended September 30, 2022 | Metric | Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of December 31, 2021 | 238,578 | $24 | $1,036,104 | $(692,129) | $343,999 | | Net loss and comprehensive loss | — | — | — | $(407,464) | $(407,464) | | Balance as of September 30, 2022 | 299,868 | $29 | $1,327,435 | $(1,099,593) | $227,871 | - Total shares outstanding increased from **238,578 thousand** at December 31, 2021, to **299,868 thousand** at September 30, 2022, reflecting various equity issuances including under SEPA, PIPE, PPA, and legal settlements[32](index=32&type=chunk) Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (in thousands) - Nine Months Ended September 30 | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(329,863) | $(180,621) | | Net cash used in investing activities | $(58,377) | $(100,110) | | Net cash provided by (used in) financing activities | $181,271 | $(5,377) | | Net decrease in cash, cash equivalents, and restricted cash | $(206,969) | $(286,108) | | Cash, cash equivalents, and restricted cash, end of period | $20,523 | $416,314 | - The company experienced a significant increase in net cash provided by financing activities in 2022 (**$181.3 million**) compared to net cash used in 2021 (**$(5.4) million**), primarily due to proceeds from PPA, PIPE, and SEPA agreements[40](index=40&type=chunk) Notes to Condensed Consolidated Financial Statements 1. Organization and Business - Canoo Inc is a mobility technology company focused on developing an electric vehicle (EV) platform for rapid innovation, lower costs, and multiple use cases[44](index=44&type=chunk) 2. Basis of Presentation and Summary of Significant Accounting Policies - The unaudited condensed consolidated financial statements are prepared in accordance with SEC rules and GAAP for interim reporting, with certain disclosures omitted if they duplicate annual report information[45](index=45&type=chunk) Liquidity and Capital Resources - The Company has incurred losses since inception and had **negative cash flow from operating activities of $329.9 million** for the nine months ended September 30, 2022, raising **substantial doubt about its ability to continue as a going concern** for the next twelve months[47](index=47&type=chunk)[49](index=49&type=chunk) - Management is exploring additional capital through debt, non-dilutive, and/or equity financing, but cannot conclude that these plans are probable of successful implementation[48](index=48&type=chunk) Macroeconomic Conditions - Adverse macroeconomic conditions, including heightened inflation, slower growth, higher interest rates, supply chain challenges, and COVID-19 impacts, could negatively affect the business[50](index=50&type=chunk) Property and Equipment, net - Construction-in-progress is recorded at historical cost and depreciated once placed into service, requiring significant judgment in useful life determination[52](index=52&type=chunk) Fair Value of Financial Instruments Fair Value of Financial Instruments (in thousands) | Liability | September 30, 2022 Fair Value | December 31, 2021 Fair Value | | :--- | :--- | :--- | | Contingent earnout shares liability | $6,188 | $29,057 | - The contingent earnout shares liability is measured at fair value using **Level 3 inputs**, reflecting unobservable and significant inputs[54](index=54&type=chunk) Earnout Shares Liability - The contingent earnout shares liability **decreased by $22.9 million** during the nine months ended September 30, 2022, from $29.1 million to $6.2 million[59](index=59&type=chunk) Convertible Debt - Convertible debt is classified as a liability at amortized cost using the effective interest method, with discounts and issuance costs amortized to interest expense[60](index=60&type=chunk) Warrants - Warrants are classified as either liability or equity based on specific terms and accounting guidance (ASC 480 and ASC 815), with liability-classified warrants requiring fair value accounting at issuance and subsequently[61](index=61&type=chunk) 3. Recent Accounting Pronouncements - The Company adopted ASU No 2021-10 (Government Assistance disclosures) in Q1 2022 and is assessing ASU No 2022-04 (Supplier Finance Programs disclosures) for future impact[64](index=64&type=chunk)[65](index=65&type=chunk) 4. Prepaids and other current assets Prepaids and other current assets (in thousands) | Asset | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Receivable from VDL Nedcar | $— | $30,440 | | Deferred battery supplier cost | $18,300 | $18,300 | | Short term deposits | $2,977 | $7,030 | | Prepaid expense | $6,021 | $4,865 | | Other current assets | $809 | $3,179 | | **Total** | **$28,107** | **$63,814** | - Total prepaids and other current assets decreased from **$63.8 million** at December 31, 2021, to **$28.1 million** at September 30, 2022, primarily due to the return of prepayment from VDL Nedcar[66](index=66&type=chunk) 5. Property and Equipment, net Property and Equipment, net (in thousands) | Asset Category | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Tooling, machinery, and equipment | $31,309 | $18,040 | | Construction-in-progress | $267,830 | $176,162 | | **Total Property and equipment, net** | **$301,974** | **$202,314** | - **Construction-in-progress significantly increased** from $176.2 million to $267.8 million, reflecting ongoing investment in manufacturing lines, equipment, and tooling for vehicle production[67](index=67&type=chunk) - Depreciation expense for property and equipment increased to **$9.0 million** for the nine months ended September 30, 2022, from $6.3 million in the prior year period[68](index=68&type=chunk) 6. Accrued Expenses and Other Current Liabilities Accrued Expenses and Other Current Liabilities (in thousands) | Expense Category | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Accrued property and equipment purchases | $26,331 | $34,375 | | Accrued research and development costs | $23,398 | $23,994 | | Accrued professional fees | $14,174 | $9,239 | | Accrued battery supplier costs | $— | $10,000 | | Other accrued expenses | $10,215 | $6,317 | | **Total accrued expenses** | **$74,118** | **$83,925** | - Total accrued expenses decreased from **$83.9 million** at December 31, 2021, to **$74.1 million** at September 30, 2022, primarily due to the absence of accrued battery supplier costs[69](index=69&type=chunk) 7. Convertible Debt - Canoo entered into a Pre-Paid Advance Agreement (PPA) with Yorkville for up to **$300 million**, receiving $49.5 million and $39.6 million in advances; as of September 30, 2022, **$12.5 million remained outstanding**[70](index=70&type=chunk)[72](index=72&type=chunk) - Interest expense under the PPA for the nine months ended September 30, 2022, was **$2.2 million**, including effective interest, debt issuance costs, and debt discount amortization[72](index=72&type=chunk) 8. Commitments and Contingencies - The Company issued a **$9.5 million standby letter of credit** for its Bentonville, Arkansas facility lease, included in non-current restricted cash[76](index=76&type=chunk) - Canoo is involved in several legal proceedings, including class action complaints, a stockholder derivative complaint (dismissed), an SEC investigation, and an action against DDG for Section 16(b) profits, but does not consider them material to its business or financial condition[78](index=78&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk)[84](index=84&type=chunk) - A confidential arbitration with a former employee was settled by issuing **2,033,864 shares of Common Stock**[83](index=83&type=chunk) 9. Operating Leases - Canoo entered into a **10-year operating lease** for its Bentonville, Arkansas industrialization facility in Q1 2022[86](index=86&type=chunk) - A Michigan R&D lease commenced in August 2022, expiring in January 2033, with a standby letter of credit of **$1.1 million**[89](index=89&type=chunk) - As of September 30, 2022, the operating lease ROU asset was **$28.5 million** and the operating lease liability was **$29.3 million**, with a weighted average discount rate of 6.96%[91](index=91&type=chunk) 10. Related Party Transactions - Aircraft reimbursement to CEO Tony Aquila for business-related travel was approximately **$0.6 million** for the nine months ended September 30, 2022, down from $1.5 million in the prior year[95](index=95&type=chunk) - The Company paid Aquila Family Ventures, LLC (controlled by Mr Aquila) **$0.8 million** for shared services support in its Justin, Texas corporate office facility for the nine months ended September 30, 2022[95](index=95&type=chunk) - In May 2022, the Company completed a PIPE offering, selling **13.7 million shares for $50.0 million** to special purpose vehicles managed by entities affiliated with Mr Tony Aquila[96](index=96&type=chunk) 11. Stock-based Compensation - Total stock-based compensation expense for the nine months ended September 30, 2022, was **$60.9 million**, a decrease from $89.7 million in the prior year[102](index=102&type=chunk) - The Company granted **13.8 million RSUs and 4.3 million PSUs** during the nine months ended September 30, 2022, with PSUs vesting based on operational milestones[97](index=97&type=chunk)[99](index=99&type=chunk) - Unrecognized compensation cost as of September 30, 2022, was **$86.8 million**[102](index=102&type=chunk) 12. Equity - The Company terminated its SEPA with Yorkville on August 26, 2022, after issuing **14.2 million shares for $32.5 million** in cash proceeds during the nine months ended September 30, 2022[105](index=105&type=chunk) - Canoo entered into a Wainwright ATM Program to sell up to **$200 million** of Common Stock, but had not sold any shares under this program as of September 30, 2022[106](index=106&type=chunk)[107](index=107&type=chunk) 13. Warrants - As of September 30, 2022, there were **23.8 million public warrants outstanding**, exercisable at $11.50 per share, expiring December 21, 2025[109](index=109&type=chunk) - In February 2022, the Company issued a warrant to VDL Nedcar to purchase **972,222 shares** at exercise prices from $18 to $40, classified as equity[111](index=111&type=chunk) - In July 2022, Canoo issued a warrant to Walmart to purchase **61.2 million shares** at $2.15 per share, with 15.3 million shares immediately vested; this warrant is considered consideration payable to a customer and measured at fair value using the Black-Scholes-Merton model[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) 14. Net Loss per Share Potential Shares Excluded from Diluted Net Loss per Share (in thousands) - September 30 | Category | 2022 | 2021 | | :--- | :--- | :--- | | Restricted and performance stock units | 33,257 | 15,086 | | Convertible debt | 7,451 | — | | Restricted common stock shares | 3,019 | 5,123 | | Early exercise of unvested stock options | 870 | 3,146 | | Options to purchase common stock | 197 | 285 | 15. Income Taxes - The Company has not generated taxable income since inception, resulting in a **full valuation allowance** against cumulative deferred tax assets and no income tax benefit[118](index=118&type=chunk) 16. Subsequent Events - As of October 5, 2022, the Company entered into a PPA Side Letter requiring weekly payments of **$1.0 million** to Yorkville to enable sales under the Wainwright ATM Program[119](index=119&type=chunk) - From October 1, 2022, through the filing date, Canoo sold **22.1 million shares for $30.5 million net proceeds** under the Wainwright ATM Program[121](index=121&type=chunk) - The Company entered into EV Fleet Purchase Agreements with Zeeba (at least **3,000 EVs** by 2024) and Kingbee (at least **9,300 EVs** over five years) in October 2022[123](index=123&type=chunk)[124](index=124&type=chunk) - Canoo agreed to purchase a 630,000 sq ft manufacturing facility in Oklahoma City for **$35.9 million** and leased a 100,000 sq ft facility in Pryor, Oklahoma, for battery module assembly[122](index=122&type=chunk)[125](index=125&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Canoo's financial condition, operational results, and key performance factors Overview - Canoo is a mobility technology company developing an EV platform for rapid innovation, lower costs, and multiple use cases, with a focus on sustainability and manufacturing in Arkansas and Oklahoma[130](index=130&type=chunk)[134](index=134&type=chunk) - The business model is multi-layered, built on a **Multi-Purpose Platform (MPP) architecture**, featuring proprietary electric drivetrain, battery systems, steer-by-wire technology, and a modular design for various vehicle types[131](index=131&type=chunk)[132](index=132&type=chunk) - The Company is developing a software platform, the **Canoo Digital Ecosystem**, to aggregate car data and provide valuable insights and services across the vehicle lifecycle, targeting a market opportunity estimated to exceed **$1 trillion**[133](index=133&type=chunk)[135](index=135&type=chunk) Key Factors Affecting Operating Results Availability of Financing Sources and Commercialization of Our EVs - Canoo requires **substantial additional capital** to develop EVs, fund operations, and invest in manufacturing capacity, marketing, and infrastructure, expecting significant increases in capital and operating expenditures[139](index=139&type=chunk)[140](index=140&type=chunk)[142](index=142&type=chunk) - Management believes **substantial doubt exists** about the Company's ability to continue as a going concern for the next twelve months[142](index=142&type=chunk) Macroeconomic Conditions - Adverse macroeconomic conditions, including inflation, slower growth, higher interest rates, and supply chain issues (e.g., semiconductor chip shortages), could negatively impact the business, potentially leading to increased costs and production delays[143](index=143&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk) Key Components of Statements of Operations - Research and development expenses include salaries, benefits, stock-based compensation, materials, and third-party consulting for design, engineering, and manufacturing personnel[147](index=147&type=chunk) - Selling, general and administrative expenses primarily consist of salaries, wages, benefits, stock-based compensation, travel, and professional services fees[148](index=148&type=chunk) - Depreciation is calculated on a straight-line basis for property and equipment, with no allocation to R&D, cost of revenue, or SG&A[149](index=149&type=chunk) Results of Operations Key Operating Results (in thousands) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $— | $— | $— | $— | | Research and development expenses, excluding depreciation | $57,063 | $59,387 | $255,009 | $158,033 | | Selling, general and administrative expenses, excluding depreciation | $48,826 | $45,510 | $159,600 | $144,072 | | Depreciation | $3,449 | $2,109 | $9,020 | $6,317 | | Total costs and operating expenses | $109,338 | $107,006 | $423,629 | $308,422 | | Loss from operations | $(109,338) | $(107,006) | $(423,629) | $(308,422) | | Net loss and comprehensive loss | $(117,705) | $(80,875) | $(407,464) | $(208,656) | - Net loss increased by **46% to $(117.7) million** for the three months ended September 30, 2022, and by **95% to $(407.5) million** for the nine months ended September 30, 2022, compared to the prior year periods[150](index=150&type=chunk) Research and Development Expenses, excluding Depreciation - R&D expenses decreased by **$2.3 million (4%) to $57.1 million** for the three months ended September 30, 2022, primarily due to lower engineering and design costs, offset by increased salary and stock-based compensation[151](index=151&type=chunk) - R&D expenses increased by **$97.0 million (61%) to $255.0 million** for the nine months ended September 30, 2022, driven by higher salary and benefits ($40.6 million), R&D costs ($39.6 million), travel ($4.9 million), and professional fees ($4.0 million)[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) Selling, General and Administrative Expenses, excluding Depreciation - SG&A expenses increased by **$3.3 million (7%) to $48.8 million** for the three months ended September 30, 2022, mainly due to higher IT expenses, salaries, professional fees, and occupancy costs, partially offset by decreased stock-based compensation[155](index=155&type=chunk) - SG&A expenses increased by **$15.5 million (11%) to $159.6 million** for the nine months ended September 30, 2022, primarily due to increases in salary and benefits ($19.3 million), IT expenses ($10.6 million), professional fees ($9.6 million), and occupancy costs ($3.6 million), offset by a $29.6 million decrease in stock-based compensation[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk) Interest (expense) income - Interest expense of **$2.2 million** was recognized for the three and nine months ended September 30, 2022, primarily from the PPA, including effective interest, debt issuance costs, and debt discount amortization[163](index=163&type=chunk) (Loss) Gain on Fair Value Change in Contingent Earnout Shares Liability - A non-cash loss of **$2.1 million** was recognized for the three months ended September 30, 2022, while a non-cash gain of **$22.9 million** was recognized for the nine months ended September 30, 2022, due to remeasurement of the contingent earnout shares liability[164](index=164&type=chunk) Loss on Fair Value Change of Private Placement Warrants Liability - A non-cash loss of **$1.6 million** was recognized for the nine months ended September 30, 2021, related to the fair value change of private placement warrants liability, which were converted to public warrants in March 2021[165](index=165&type=chunk) Loss on Extinguishment of Debt - A **$4.1 million loss on extinguishment of debt** was recognized for the three and nine months ended September 30, 2022, resulting from convertible debt repayments to Yorkville through share issuance[166](index=166&type=chunk) Non-GAAP Financial Measures - EBITDA and Adjusted EBITDA are presented as supplemental non-GAAP measures to evaluate operational performance, adjusting for items like stock-based compensation and fair value changes[167](index=167&type=chunk)[168](index=168&type=chunk) Reconciliation of Net Loss to EBITDA and Adjusted EBITDA (in thousands) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(117,705) | $(80,875) | $(407,464) | $(208,656) | | EBITDA | $(112,077) | $(78,799) | $(396,255) | $(202,418) | | Adjusted EBITDA | $(80,830) | $(85,799) | $(348,097) | $(212,347) | Liquidity and Capital Resources - As of September 30, 2022, unrestricted cash and cash equivalents were **$6.8 million**; the Company had an accumulated deficit of **$1.1 billion**[172](index=172&type=chunk)[173](index=173&type=chunk) - Existing cash resources and additional liquidity sources are **not sufficient** to support planned operations for the next 12 months, raising **substantial doubt** about the Company's ability to continue as a going concern[176](index=176&type=chunk) - The Company expects continued net losses and negative operating cash flows, with increasing capital and operating expenditures for R&D, manufacturing, marketing, and personnel[173](index=173&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk) Cash Flows Summary Consolidated Cash Flow Statements Data (in thousands) - Nine Months Ended September 30 | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(329,863) | $(180,621) | | Net cash used in investing activities | $(58,377) | $(100,110) | | Net cash provided by (used in) financing activities | $181,271 | $(5,377) | Cash Flows from Operating Activities - Net cash used in operating activities increased to **$329.9 million** for the nine months ended September 30, 2022, from $180.6 million in the prior year, driven by higher R&D and SG&A expenses[179](index=179&type=chunk)[180](index=180&type=chunk) Cash Flows from Investing Activities - Net cash used in investing activities was **$58.4 million** for the nine months ended September 30, 2022, primarily for property and equipment purchases ($88.8 million), partially offset by a $30.4 million repayment from VDL Nedcar[182](index=182&type=chunk) Cash Flows from Financing Activities - Net cash provided by financing activities was **$181.3 million** for the nine months ended September 30, 2022, mainly from proceeds under the PPA ($89.1 million), PIPE ($50.0 million), SEPA ($32.5 million), and VDL Nedcar share purchase ($8.4 million)[184](index=184&type=chunk) Critical Accounting Estimates - The preparation of financial statements requires significant estimates and assumptions, particularly for warrants, which are classified as equity or liability based on specific terms and accounting guidance[186](index=186&type=chunk)[188](index=188&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses Canoo's exposure to market risks, primarily interest rate and inflation, which are currently not material Interest Rate Risk - Canoo is exposed to interest rate risk on its cash and cash equivalents (**$6.8 million** as of September 30, 2022), primarily invested in low-risk money market funds, thus a sudden change in rates is not expected to materially affect their fair value[191](index=191&type=chunk) Inflation Risk - Inflation has not materially affected the business to date, but inflationary factors like increased material costs or overhead could adversely impact financial condition and operating costs upon commercial operations[192](index=192&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and reports no material changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures - Management, including the CEO and Interim CFO, concluded that Canoo's disclosure controls and procedures were **effective** at a reasonable assurance level as of September 30, 2022[193](index=193&type=chunk)[194](index=194&type=chunk) Changes in Internal Control over Financial Reporting - There were **no material changes** in internal control over financial reporting during the three months ended September 30, 2022[195](index=195&type=chunk) [PART II — OTHER INFORMATION](index=36&type=section&id=Part%20II%20%E2%80%94%20OTHER%20INFORMATION) This part provides information on legal proceedings, risk factors, unregistered equity sales, and other required disclosures [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 8 for a description of material pending legal proceedings - For details on legal proceedings, refer to Note 8, Commitments and Contingencies, in the financial statements[198](index=198&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) This section updates key risks, emphasizing going concern doubts, customer commitment uncertainty, and potential equity dilution Risks Related to Our Business and Financial Results - Management has identified **substantial doubt about Canoo's ability to continue as a going concern**, as existing cash and liquidity sources are insufficient for planned operations over the next 12 months[200](index=200&type=chunk)[201](index=201&type=chunk) - The Company's ability to obtain additional capital is uncertain, and failure to do so could lead to **termination or significant curtailment of operations**[201](index=201&type=chunk)[203](index=203&type=chunk) - Customers like Walmart, Zeeba, and Kingbee may purchase fewer vehicles than anticipated or terminate agreements if performance criteria are not met, adversely affecting revenue and financial condition[205](index=205&type=chunk) - Exclusivity granted to Walmart restricts sales to competitors like Amazon, potentially limiting business opportunities[206](index=206&type=chunk) Risks Related to Our Securities - The exercise of outstanding warrants (**23.8 million public**, **1.0 million VDL Nedcar**, and **61.2 million Walmart**) will dilute existing stockholders and could negatively impact the stock price[208](index=208&type=chunk)[209](index=209&type=chunk) - Substantial sales of Common Stock from financing instruments (**67.5 million shares issued** as of November 7, 2022) or the perception of such sales could cause the stock price to decline[210](index=210&type=chunk)[211](index=211&type=chunk) General Risk Factors - As a 'smaller reporting company,' Canoo relies on **reduced disclosure requirements**, which may make its Common Stock less attractive to investors and potentially lead to greater difficulty in raising equity capital or increased stock price volatility[214](index=214&type=chunk)[217](index=217&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on unregistered sales of equity securities and recent repurchases of unvested common stock - During Q3 2022, Canoo issued **2,033,864 shares of Common Stock** to a former employee as part of a confidential arbitration settlement, exempt from registration under Section 4(a)(2) of the Securities Act[215](index=215&type=chunk) Repurchases of Unvested Common Stock (Q3 2022) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | July 1 - July 31, 2022 | 51,680 | $0.01 | | August 1 - August 31, 2022 | 45,290 | $0.02 | | September 1 - September 30, 2022 | 79,668 | $0.02 | - All repurchased shares were unvested shares from employees/service providers, exercised under the Company's right of repurchase, not part of a publicly announced program[218](index=218&type=chunk) [Item 3. Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that no defaults upon senior securities occurred during the reporting period - No defaults upon senior securities occurred[219](index=219&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable[220](index=220&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report - No other information to report[221](index=221&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate documents and key agreements - The report includes various exhibits such as the Second Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Warrant Issuance Agreement with Walmart, Pre-Paid Advance Agreement with YA II PN, Ltd, and Equity Distribution Agreement with Evercore Group LLC and HC Wainwright & Co, LLC[223](index=223&type=chunk) [SIGNATURES](index=41&type=section&id=Signatures) This section contains the required signatures of authorized officers for the Quarterly Report on Form 10-Q - The report was signed on November 9, 2022, by Tony Aquila, Chief Executive Officer and Executive Chair of the Board, and Ramesh Murthy, Interim Chief Financial Officer and Chief Accounting Officer[227](index=227&type=chunk)

Canoo Inc. (NASDAQ:GOEV) Q2 2022 Earnings Conference Call August 8, 2022 5:00 PM ET Company Participants Nick Cunningham - Senior Vice President, Investor Relations and Capital Markets Tony Aquila - Chairman and CEO Ramesh Murthy - Interim Chief Financial Officer and CAO Kunal Bhalla - Senior Vice President, Corporate Development Conference Call Participants Sameer Joshi - H.C. Wainwright Jaime Perez - R.F. Lafferty Operator Greetings. And welcome to Canoo’s Second Quarter 2022 Earnings Call. At this time, ...

CANOO - l Q2:2022 EARNINGS PRESENTATION August 8, 2022 Disclosure Forward-looking Statements The information in this presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that pr ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________________________ FORM 10-Q ___________________________________________________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ 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 ...

Financial Data and Key Metrics Changes - Research and development expenses increased to $82.5 million for Q1 2022, compared to $39.3 million in the prior year period, with adjusted R&D expenses at $75.5 million excluding stock-based compensation [30] - GAAP net loss for Q1 2022 was $125.4 million, significantly higher than a net loss of $15.2 million in the prior year period [31] - Cash used in operations was $120.3 million for Q1 2022, compared to $53.9 million for the same period in 2021 [32] Business Line Data and Key Metrics Changes - Stage 2 orders increased by 17% from Q4 2021 to Q1 2022, totaling over 17,500 units to date [28] - Battery module production increased by 156% sequentially, with production for 43 gamma vehicles [27] Market Data and Key Metrics Changes - The company is positioned to benefit from the $7.5 billion national electric vehicle infrastructure program, with over $665 million allocated to initial rollout states for EV charging infrastructure [18] - The administration's use of the Defense Production Act aims to increase the supply of critical materials for EV production, potentially benefiting the company [19] Company Strategy and Development Direction - The company is focused on building a mega micro factory in Pryor, Oklahoma, and is committed to workforce development in the Heartland [16][34] - The partnership with NASA to produce vehicles for the Artemis lunar missions highlights the company's strategic focus on advanced mobility and government contracts [20][21] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenging market conditions but emphasized a disciplined approach to capital raising and operational execution [23] - The company anticipates hitting its start of production (SOP) target in Q4 2022, despite ongoing supply chain challenges [26] Other Important Information - The company has satisfied the final CFIUS dilution condition related to a shareholder, allowing for more flexibility in operations [17] - The company is actively exploring non-dilutive capital opportunities to support its construction efforts [24] Q&A Session Summary Question: CapEx related to financing timing - Management clarified that the lower CapEx in Q1 was due to milestone recognition of fixed assets, not financing timing [38] Question: Timeline for closing PIPE and drawdown - The first PIPE is expected to close within the week, with access to the Yorkville agreement shortly thereafter [43] Question: Update on NASA vehicle testing and milestones - Management indicated that the focus is on the second building in Bentonville, which is progressing rapidly, and emphasized the importance of securing non-dilutive capital [51][52] Question: Equipment update in the plant - The company is currently producing up to 12 units a week and is focused on refining processes for SOP [58] Question: Feedback from fleet customers - Management reported positive feedback from fleet customers regarding vehicle performance and design [61]

- CANOO - THOF V Q1:2022 EARNINGS PRESENTATION May 10, 2022 CANOO Disclosure Forward-looking Statements The information in this presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressi ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38824 CANOO INC. (Exact name of registrant as specified in its charter) Delaware 83-1476189 (State of Other Jurisdiction of incorporation or Organization) (I.R ...