Exhibit
99.2
Sha r eholde r l e t t e r Q 4 an d ful l y ea r 2023
W orld ’ s Firs t Certified All - by - Wire - Controlled Vehicle P owe r e d b y REE®
REE has a cc omplis h ed t h e majo r i t y of its miles t o n es, set ti n g t h e p ath f or sustainable g r o w th Busin ess Technology Ope r ation F ina n c e P7 - C customers are eligible for federal and state incentives of over $100,000 900% g r o wth Y oY o r der book v alue O rder book v alue e x c eeds $50 million 1 Dealer network continues to expand to 66 points of sale and service 1 in the U.S. and Canada Achieved world’s first FMVSS certification of a full by - wire vehicle 1 Received CARB certifications 1 and U.S. Environmental Protection Agency (EPA) approval Su c c e s sful wi n ter t e s ting f or s e c ond c on secuti v e y e ar First vehicle driven off the line, upfitted with a Knapheide body and delivered to customer 1 Completed CapEx deployment of REEcorner® production tooling $86 million in cash & cash equivalents and short - term investments 2 as of Dec 31, 2023 25% dec r e a s e Y oY in f r ee c ash fl o w* (“ F CF”) burn Raised approximately $15 million (gross) through underwritten public offering of straight ordinary shares at a price of $6.50 per share 1 1 Subsequent t o y ear end 2 Includes $15 million c r edit bank facility * Free cash flow is defined as net cash used in operating activities and purchase of property and equipment Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 3
CEO Commentary 2023 was a pivotal year for REE. We achieved key milestones in line with our original timelines and de - risked our go - forward path all while keeping true to our vision to expedite and solidify the electrification of commercial trucks through a white - label approach. With a clean - sheet design and unbound by legacy thinking, I’m proud to say that we have created the world’s first FMVSS certified software - driven full - by - wire (steer, brake and drive) electric vehicle, allowing us to advance the state of the art in the medium duty commercial vehicle space by orders of magnitude compared to other offerings – both EV and internal combustion engine vehicles in the space. We remain attuned to the voice of our customers; dealers and fleets have acknowledged the benefits of our vehicles, resulting in a strong backlog growth of over 900% year over year. I’m happy to report that much of the heavy lifting is behind us on the path to commercialization, our technology is mature, tested and Powered by REE® vehicles are certified (CARB, EPA and FMVSS) and eligible for significant incentives. Our distribution channels are expanding and now include 66 points of sales and service, demonstrating fully upfitted P7 - C trucks for fleets with strong positive feedback from customers who have experienced the truck. Our production plan is advancing as we are delivering more and more Powered by REE trucks from our UK integration center, plan to nominate a leading U.S based contract manufacturer, and have deployed the capital for REEcorner production tooling. While we are confident in our market position, we recognize the challenging macroeconomic conditions. We are doing what we can to combat these external forces, including securing funding with favorable terms, being disciplined with our cash management, and ensuring operational efficiency. We believe it is imperative to continue executing our disciplined strategy by securing, in advance, all the necessary working capital needs for our first phase of production of low hundreds of trucks and scale production responsibly as we build against committed orders and not for inventory. We believe that this strategy will ensure that we do not exceed our available capital by aligning order flow with production plans for greater capital efficiency. Looking ahead, with the first customer deliveries to our demo fleet completed and more on the way, we remain focused on our business plan and the P7 lineup. As more and more fleets experience our trucks and our superior technology though our growing demo program, we expect to receive follow - on orders to allow us to grow deliveries to low thousands of vehicles in 2025 as we march towards our goal to deliver around 6,000 vehicles cumulatively between now and the end of 2026, targeting positive cash flow. 2023 was a pivotal year for REE because of what we have achieved and because we accomplished it together despite many of us facing significant geo - political instability. For that I am so very proud of each of our great people at teamREE. D aniel Bar el, REE ’ s c o - founder and C E O Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 4
Primary A ctiviti e s A u t om oti v e & Truck Components Suppliers Suspension Gearbox Electric M o tors Bra k e c omponents Wheels/tires Bat t ery modules Thermal REEcorner Drive - by - wire Steer - by - wire Brake - by - wire Data har v esting Smart PMs Elect r onic Cont r ol Units Vehicle Manu f actu r e r s Platform S tripped Chassis Chassis Cab Cuta w a y Cab REE d e aler n e t w ork Sales Spa r e parts Service Bodybuilde r s T ruck U pfitting End cu s t ome r s By - wire T ruck A s s embly OEM D e aler & Servi c e Fle e t REEcloud Su b s cri p tion Servi c e s ( R CS) Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 5 REE’s Go - to - Market Strategy: Complete Not Compete REE brings unique technology to the truck ecosystem REEcorners and our proprietary x - by - wire control have always been our foundational technology and key differentiator. They are designed to allow our vehicles to deliver greater efficiency, lower total cost of ownership (TCO) and enhanced safety with substantial architecture synergies that span across our P7 lineup of class 3 - 5 medium duty trucks, which have a total addressable market of over 200,000 sales annually. The growing demand for commercial EVs can be largely attributed to regulations, infrastructure, zero - emission goals, low TCO and incentives. Since there is a lack of available mature and compelling products for fleets to adopt at scale, as the first step in our strategy, we aim to address this demand by bringing Powered by REE trucks to the market. These vehicles are not assembled until there is an order from our dealer network. Once we assemble our REEcorner at our CapEx light integration center, we plan for our contract manufacturing partner to complete the vehicle assembly in the U.S. We have chosen to go to market this way because dealers have existing customer relationships, inherent knowledge of their local market, and can provide service. This go - to - market strategy allows us to bring a superior product to market, in the quickest and most efficient manner, allowing for a better return on capital. Our long - term business plan is unique - to complete, not compete. Therefore, in parallel, we continue to collaborate with vehicle manufacturers around the world to integrate our REEcorners in their next generation electric trucks, offering them faster time to market, lower development costs, and superior product offerings through technology, allowing us to carve out our own space in the vehicle supply chain to realize substantial value in bringing unique technology to the market. As more and more vehicles are Powered by REE, we will offer additional value - added services based on data and advanced analytics such as route optimization and predictive maintenance to our fleets and operators. We have built our REEcorner technology to be the building block for future electric vehicles used by all vehicle manufacturers and across multiple vehicle classes.
As a technology - focused vehicle manufacturer, we became the first in the world to achieve FMVSS certification of a software driven, full by - wire vehicle. This speaks volumes to the maturity and superiority of our full - by - wire technology, and we believe sets us years ahead of the industry. We have also achieved CARB certifications, which are key to unlock state incentives on top of applicable federal incentives as a qualified manufacturer for IRS 45W federal tax credits, totaling over $100,000, depending on customer location. All this and more are the fruits of our revolutionary x - by - wire technology and REEcorner builds; each progressive iteration is followed by rigorous testing and validation such as winter testing for the second consecutive year in extreme cold conditions of minus 30 degrees Celsius. We take our trucks to the limit, testing safety, vehicle dynamics and battery performance to ensure that we deliver a great product to our customers. REEcorners are our IP - protected foundational technology and key differentiator, allowing our v ehicles t o deli v er g r ea t er efficiencies, lower T C O and enhan c ed s a f e t y . W e also see in t e r est in our full - b y - wi r e s y s t ems f or au t onomous applications. W e h a v e performed several autonomous tests with different partners and have signed a multi - year program with a leading player after months of testing and evaluation of the redundancies in our architecture and overall system maturity. Over time, we believe that our unique autonomous readiness will drive increased interest in our technology and vehicles. REEcorners integrate steering, braking, suspension, powertrain, and c ont r ol in t o a single modul e . Each c orner is independent with fail - operational redundancies. REE’s proprietary x - by - wire technology p r o vides full s t ee r , bra k e and dri v e - b y - wi r e control, replacing traditional mechanical and h y draulic s y s t ems. Technology - K e y Mil e s t on e s A chi e v ed FM V S S c ertifi c a tion f or full b y - wi r e v ehicle E P A c ertifi c a tion C ARB c ertifi c a tions Wi n ter t e s ting in S w eden I S O c ertifi c a tion A u t onomous v alid a tion “It w as a g r eat p r o c ess working t og e ther t o d e v elop our body a r ound their chassis. It ’ s one thing f or a c ompa n y t o gi v e us a cab chassis and ask us t o u p fit it, it ’ s an o ther t o actually partner with the manufactu r er t o c ome up with a solution ahead o f tim e . The REE P 7 - C c omes t o us r eady t o go – f or e xampl e , the r e is a series o f th r eaded inserts so that our body is moun t ed di r ectly t o the frame rails. B y working t og e ther f or e v ery st ep o f the p r o c ess, w e ’ r e able t o c r ea t e a r eally cust om and seamless p r o c ess f or the REE P 7 - C and a n y futu r e fle e t customers” Chris W ei ss, VP o f engineering a t Knapheide. Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 6
Benefitting from our CapEx light strategy, our fully commissioned Coventry, UK production line, consisting of 13 robotic stations and run by only seven operators, has production capacity for 40,000 REEcorners (10,000 vehicle sets) annually utilizing a single shift per day. Our production line has been commissioned well above the current required capacity and can be duplicated rapidly almost anywhere to support future expansion needs. We are the final stages of entering into an agreement with a well - known contract manufacturer, to assemble the full P7 - C vehicle in the U.S. The REEcorners will continue to be produced by us at our integration center in the UK. This aligns with REE’s low CapEx strategy of concentrating on our core technology, and REEcorners designed for ease of manufacture. In stark contrast to others in the industry, we believe that our manufacturing strategy, CapEx light approach and bill of material cost trajectory will allow us to generate BOM parity with low hundreds of vehicles, and EBITDA break even with low to mid thousands 3 . In the future, leveraging the flexibility inherent in our corner design, we have the ability to scale up or down from the class 3 – 5 market that we serve today. Delivered first vehicle to customer Successful integration of upfits by leading body builders REEcorner integration center fully operational Initi a t ed l o w v olume full v ehicle p r oduction REE c orner CapEx depl oy ed Supply chain e s tablished with r e spec t ed au t om o ti v e supplie r s Futu r e ta r g e ts: Bring cha s sis p r oduction t ooling online Kic k o f f U.S. s c ale p r oduction with c o n t r act manuf actu r er A chi e v e p o siti v e unit e c onomics in l ow hund r eds o f v ehicl e s Ope r a tions - K e y Mil e s t on e s A chi e v ed Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 7 3 We are unable to present a quantitative reconciliation of our expected EBITDA break even as we are unable to predict with reasonable certainty, and without unreasonable effort the impact and timing of any one - time items. The financial impact of these one - time items is uncertain and is dependent on various factors, including timing, and could be material to our condensed consolidated statements of income.
Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 8
Over the past year we focused and delivered on four main business fronts: • Increasing our North American footprint though our dealer network • G r owing our o r derbook v alue • Eligibility Qualifying for highly lucrative federal and state incentives • Minimizing REE’s customer acquisition costs Growing our North American footprint Over the last year, after the heavy lifting of research and development (R&D), engineering and certification, we laid the groundwork for successful commercialization of our IP protected REEcorners in a lucrative portion of the commercial EV value chain. This has included building out an extensive network of carefully curated authorized dealers focusing on those that have embraced the EV future and that are located in areas of high demand. In many cases, our dealers are also located in states that provide incentives on top of those provided by the federal government. Our network is comprised of 20 dealer groups, each of which have committed orders in place. Busin e s s - K e y Mil e s t on e s A chi e v ed Kic k ed o f f demo p r og r am with l e ading fleets Strong dealer network covering U.S. and Canada with 66 sal e s and s ervi c e poi n ts C ARB c ertifi c a tion ma k e s our P 7 - C eligible f or in c e n ti v e s o v er $ 100,000 900% g r o wth Y oY o r der book v alue O rder book v alue e x c eeds $50 million 4 C ollabo r a tion with 5 body builde r s A u t onomous p r o t ot ype deli v e r ed Futu r e ta r g e ts: S c ale o r de r s f r om the demo p r og r am 4 Subsequent t o y ear end Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 9
North American D ealer N e twork * Electric Comme r cial V ehicle In c enti v es * • F ede r al tax c r edit 1 Up t o $40k f or Class 4 & 5 • N e w Y ork (N Y SER D A) 2 Up t o $ 100 k f or Class 4 Up t o $ 110 k f or Class 5 • N e w Y ork Ci t y (N Y C CT) 3 $100k f or Class 4 $110k f or Class 5 • N e w Je r s e y (NJ - ZIP) 4 $65k f or Class 4 $75k f or Class 5 • Ma ssachu s e t ts (MO R - EV) 5 $30k f or Class 4 $45k f or Class 5 • Cali f ornia HVIP 6 Up t o $60k f or Class 4 & 5 • N e v ada Cl e an T ruck 7 $65k f or Class 4 $75k f or Class 5 1 IRS 45 W https: / /i r c.bloombe r gtax . c om / publi c / us c od e / do c /i r c / section _ 45w 2 New Y ork N Y SER D A https: / / ww w . n y se r da. n y . g o v / All - P r ograms/ T ruc k - V oucher - P r ogram 3 New York City Clean Trucks https:// www.nycctp.com/available - funding/ 4 New Jers e y ZIP https: / / ww w .njeda . g o v / njzi p / 5 Massachusetts Mor - EV https://mor - ev.org/trucks - 3 - 8 6 California HVIP https://californiahvip.org/; the website provides information about incentives applicable to specific models REE is actively monitoring and engaging with states that are working on similar vehicle incentives such as Oregon 8 and Washington 9 . The California Air Resource Board’s (CARB) Advanced Clean Truck (ACT) rule is designed to accelerate a large - scale transition of zero - emission medium - and heavy - duty vehicles from 2024 to 2035. The rule has two components, a manufacturer sales requirement for the sale of zero - emission trucks of Class 2b to Class 8 as an increasing percentage of their annual California sales from 2024 to 2035, and in addition their large employers including retailers, manufacturers, brokers and others are required to report information about shipments and shuttle service. In addition to California, ACT has been adopted in Colorado, Massachusetts, Maryland, New Jersey, New Mexico, New York, Oregon, Rhode Island, Vermont and Washington 10 . CARB’s Advanced Clean Fleets (ACF) regulation is a fleet regulation with a similar objective of accelerating large scale transition to zero - emission medium - and heavy - duty vehicles by defining minimum ZEV requirements for fleet purchases. 7 Nevada Clean Truck https:// www.leg.state.nv.us/App/NELIS/REL/82nd2023/Bill/98 86/Text 8. Oregon EV Rebate https:// www.oregon.gov/deq/rulemaking/Pages/mhdzev2024.aspx 9. Washington MHD ZEVs https://leg.wa.gov/JTC/Pages/MHDZEV.aspx 10 States adopting California’s vehicle regulations https://ww2.arb.ca.gov/our - work/programs/ advanced - clean - cars - program/states - have - adopted - californias - vehicle - regulations * This section contains information regarding federal and state tax incentives as of March 2024 British Col ombia Al bert a Ont ario Quebec Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 10
S t r ong demand and o r derbook v alue g r owth We continue to see strong demand for electric trucks in general and for those Powered by REE in particular from fleets in both the U.S. and Canada. In our view, the medium - duty commercial truck market is ready to electrify and the demand is far stronger than supply. This demand is partly driven by the very lucrative incentive programs, both federal and state, that can accumulate over $100,000 per truck. We ensured that the P7 - C would be eligible to qualify for these incentives including IRC 45W, California’s HVIP and others. Nonetheless, we believe that our technological advantages combined with our competitive and differentiated market offering is pushing the demand for our electric trucks even further, growing our orderbook value by more than 900% YoY. As of March 27, 2024, our order book value exceeds $50 million. We believe that this current backlog will be sufficient for us to reach bill of materials (BoM) breakeven as our production plan, dependent on our capital raising efforts and completion of tooling investment, is tightly aligned to our orderbook to ensure successful scaling to mass production. Unlike others in the industry, and in order to maximize capital efficiency, we build to order and have aligned our production plan with our order trajectory. In tandem with growth in our dealer network and their local fleet relationships, we are also growing our upfitter network to facilitate rapid, cost - efficient upfitting for specific use cases. We now have established relationships with five upfitters. Recognizing the technological advantages of our full - by - wire systems, we have been selected by Airbus UpNext, a wholly - owned innovation subsidiary of Airbus SE, to support their research & technology demonstrator. Minimizing REE’s customer acquisition costs REE’s CapEx light model supports minimizing REE’s customer acquisition costs. From working with tier 1 suppliers for components and systems built to our exacting design and specifications, to carefully building out a highly capable dealer and service network, we leverage third parties to allow us to focus on our core competencies and allow us to capture value from the commercial truck ecosystem with minimal capital. By completing and not competing with our independent dealers, not only does this strategy align with our capital efficiency objectives, but it allows us to provide the highest level of customer service and, ultimately, satisfaction through both vehicle sales and aftersales phases. It is a synergistic relationship, as not only are dealers eager to bring Powered by REE vehicles to market with new truck sales, but they are reliant upon parts and service revenues and are already trusted partners to fleets in their respective service areas. Growing our fleet end user base, via trusted relationships, expeditiously, are all significant advantages to our dealership model that drives down our customer acquisition costs. Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 11
U.S. Generally Accepted Accounting Principles (GAAP) net loss in 2023 was $114.2 million, compared to $107.4 million in 2022. The year - over - year increase in GAAP net loss is mainly attributed to lower income from remeasurement of warrants in the amount of $17.5 million and increased non - recurring engineering development costs. These increases were partially offset by lower share - based compensation expenses and operational efficiencies we implemented which decreased payroll and related costs and other operational expenses. Non - GAAP net loss in 2023 was $98.3 million, compared to $98.5 million in 2022. Year - over - year, the increased non - recurring engineering development costs were offset by operational efficiencies we implemented which decreased payroll and related costs and other operational expenses. GAAP net loss in Q4 2023 was $35.2 million, compared to $24.1 million in Q3 2023, and $27.3 million in Q4 2022. This increase in GAAP net loss is mainly attributed to the increased non - recurring engineering development costs in Q4 2023, partially offset by lower share - based compensation expense. Non - GAAP net loss in Q4 2023 was $32.2 million, compared to $20.1 million in Q3 2023, and $21.5 million in Q4 2022. This increase in non - GAAP net loss is mainly attributed to the increased non - recurring engineering development costs in Q4 2023. A reconciliation of GAAP to non - GAAP measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non - GAAP Financial Measures” We ended Q4 with liquidity of $86 million comprised of cash and cash equivalents and short - term investments 5 . FCF burn 6 decrease by 25% from $124 million in year 2022 to $93 million in year 2023. Finance - K e y Mil e s t on e s A chi e v ed 25% dec r e a s e Y oY in F CF burn S t r ong and supporti v e in s titutional sha r eholder b a s e R ai s ed $ 2 4 millions c apital Di s ciplined c ash manageme n t Futu r e ta r g e ts: C ompl e t e r emaining i n v e s tme n t in p r oduction t ooling Secure working capital for scale production Achieve BOM parity in hundreds of vehicles EBI D T A b r e a k e v en in l o w t o mid thousands o f v ehicl e s Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 12 5 Includes $15 million c r edit bank facility 6 Free cash flow is defined as net cash used in operating activities and pu r chase o f p r operty and equipment
We are progressing with our previously shared two - step manufacturing approach and our production tooling investment plan. The tooling investment for the REEcorner has already been deployed, as we target completing the remaining tooling investment by mid - year, to scale up the production to low hundreds of vehicles in the U.S. by the end of 2024. We’ve already successfully secured $24 million through two investment rounds in the recent months, including of approx. $15 million in ordinary shares at a price of $6.50 per share raised through an underwritten public offering, subsequent to year end. Cognizant of current capital market conditions, we decided to temporarily postpone the remaining production tooling investment until we raise the additional required working capital for our previously announced production plan. Our phase 1 p r oduction ramp plan ta r g e ts BoM b r ea k e v en in the low hund r eds o f v ehicles relies on our ability to secure in advance the working capital funds needed to deliver our cur r ent backlog and the c ompl e tion o f our p r oduction t ooling. Being financially and operationally disciplined, mindful of the challenging capital markets conditions, we believe that we will be able give guidance to the market on our planned deliveries for the next 12 months later in the year. Meanwhile, we will continue to attempt to secure our financial needs while balancing dilution as well as exploring more traditional revolving and factoring instruments which become more relevant to us as we advance in our delivery status. Until our production tooling fully comes online, we will continue to produce P7 - C from our UK integration center at low volume in order to minimize our demo program costs. Once the production tooling comes online, we will ramp up production responsibly according to our available working capital budget and the actual demand we see, thus de - risking our execution path. “ W e c ontinue t o be v ery imp r essed with REE ’ s e x ecution and its t echnological achi e v ements. Le t ’ s n o t lose sight o f the fact that REE ’ s x - b y - wi r e t echnolog y , which sits at the heart o f its o f f ering, is unli k e a n ything else c omme rcially av ailable t od a y . REE ’ s business model has al w ay s been dif f e r entiat ed f r om o ther c ompanies that we h a v e seen c ome and go in this spa c e . B y only e v er int ending t o supply the critical, technology - driven aspects of its fl e xible v ehicle - plat f orm, REE has al w ay s held the p r omise o f st r ong unit e c onomics with only modest capital needs .” Carl Vin e , c o - h e ad o f A P A C Equi t y I n v es ting a t M&G Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 13
REE A U T OM O TIVE L T D . Condensed Consolidated Statements of Comprehensive Loss U.S. dollars in thousands (except share and per share data) (Unaudited) $(10.98) $(11.32) $(2.75) $(2.39) $(3.44) Basic and dilu t ed n e t l os s per Cla s s A o r dinary sha r e (1) 9,783,301 10,087,691 9,925,742 10,117,735 10,236,827 W eigh t ed av erage number o f o r dinary sha r es used in c omputing basic and dilu t ed n e t loss per sha r e (1) Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 14 Th r ee Mo n ths Ended T w el v e Mo n ths Ended expenses December December December September December 31, 31, 31, 30, 31, 2022 2023 2022 2023 2023 — $ 1,608 — $210 Revenues $455 547 3,270 — 1,414 Cost of revenues 913 $(547) $(1,662) — $(1,204) Gross loss $(458) Operating e xpenses: 78,225 82,662 18,423 15,864 Research and development expenses, net 28,587 49,200 35,568 9,388 8,513 Selling, general and administrative 8,125 127,425 118,230 27,811 24,377 Total operating expenses 36,712 $(127,972) $(119,892) $(27,811) $(25,581) Operating loss $(37,170) 396 — — Income from warrants remeasurement 396 17,929 4,371 3,928 633 1,450 Financial income, net 341 (105,672) (115,568) (27,178) (24,131) Net loss before income tax (36,433) 1,748 (1,360) 81 11 Income tax expense (income) (1,200) $(107,420) $(114,208) $(27,259) $(24,142) Net loss $(35,233) $(107,420) $(114,208) $(27,259) $(24,142) Net comprehensive loss $(35,233) 1. On October 18, 2023, the Company effected a reverse share split of the Company’s Class A ordinary shares and Class B ordinary shares at the ratio of 1 - for - 30. As a result, all Ordinary Class A shares, Ordinary Class B shares, options for Ordinary Class A Shares, exercise price and net loss per share amounts were adjusted retroactively for all periods presented above as if the stock reverse split had been in effect as of the date of these periods. For further details, the Company’s 20 - F filed with SEC on March 27, 2024.
REE A U T OM O TIVE L T D . Condensed Consolida t ed Balan c e She e ts U.S. dollars in thousands (except share and per share data) (Unaudited) D e c ember 3 1, 2022 D e c ember 3 1, 2023 ASSETS CURRENT A S SE T S: $56,762 $41,232 Cash and cash equi v alents 162 — R estric t ed cash 96,857 44,395 Short - t erm i nv estments — 455 Acc ounts r e c ei v able — 463 Inventory 11,894 6,959 Other accounts receivable and prepaid expenses 165,675 93,504 T o tal cur r ent ass e ts NON - CURRENT A S SE T S: 3,001 3,008 Non - cur r ent r estric t ed cash 3,337 2,871 Other a cc ounts r e c ei v able 26,061 21,418 Operating lease right - of - use ass e t 16,939 17,099 P r operty and equipment, n e t 49,338 44,396 T o tal non - cur r ent ass e ts $215,013 $137,900 TO T AL A S SE T S CURRENT LIABILITIES: — $15,019 Short t erm loan 6,172 3,703 T rade p ay ables 11,118 14,046 Other accounts payable and accrued expenses 2,748 2,411 Operating lease liabilities 20,038 35,179 T o tal cur r ent liabilities NON - CURRENT LIABILITIES: 943 — Def er r ed rev enues — 3,400 W arrants liability — 4,806 Co nv ertible p r omissory n o t es 18,623 16,440 Operating lease liability 19,566 24,646 T o tal non - cur r ent liabilities 39,604 59,825 TO T AL LIABILITIES LIABILITIES AND SHAREHOLDERS’ EQUITY SHAREHOLDERS’ EQUIT Y : — — O r dinary sha r es 897,337 914,211 A dditional paid - in capital (721,928) (836,136) Ac cumula t ed d e ficit 175,409 78,075 T o tal sha r eholde r s ’ equi t y $215,013 $137,900 TO T AL LIABILITIES AND SHAREHOLDE R S’ E QUITY Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 15
REE A U T OM O TIVE L T D . Condensed Consolida t ed S ta t ements o f Cash Flow D e c ember 3 1, 2022 D e c ember 3 1, 2023 U.S. dollars in thousands (Unaudi t ed) Cash flows from operating activities: $(107,420) $(114,208) N e t loss Adjustments to reconcile net loss to net cash used in operating activities: 1,683 2,255 Depreciation 3,226 3,546 Amortization o f operating lease right o f use ass e t (654) (731) Accretion income on short - term investments 26,892 16,278 Sha r e - based c ompensation (17,929) (396) Change in fair v alue o f w arrants liability — (240) Change in fair v alue o f deri v ati v e liability — 30 Amortization o f c o nv ertible p r omissory n o t e — 81 In t e r est e xpenses (425) (169) Increase in accrued interest on short - term investments — (463) D ec r ease (inc r ease) in i nv en t ory — (455) D ec r ease (inc r ease) in a cc ounts r e c ei v able (4,055) 5,401 Decrease (increase) in other accounts receivable and prepaid expenses (7,916) (1,423) D ec r ease in operating lease right - of - use ass e ts and liabilit y , n e t (1,106) (901) Inc r ease (dec r ease) in trade p ay ables (4,900) 2,928 Increase (decrease) in other accounts payable and accrued expenses — (943) Inc r ease (dec r ease) in d ef er r ed rev enue 19 137 Other (112,585) (89,273) N e t c ash u s ed in ope ra ting activiti e s Cash flows from investing activities: (11,058) (3,745) Pu r chase o f p r operty and equipment (139,891) (94,364) Pu r chases o f short - t erm i nv estments 44,114 147,726 Proceeds from short - term investments (106,835) 49,617 Net cash provided by (used in) investing activities Cash flows from financing activities: — 467 P r o c eeds f r om issuan c e o f o r dinary sha r es, n e t 2,430 129 P r o c eeds f r om ex e r cise o f o p tions and w arrants — 15,000 P r o c eeds f r om short t erm loan — 3,633 P r o c eeds f r om issuan c e o f w arrants — 4,179 Proceeds from bifurcated embedded derivatives — 563 P r o c eeds f r om c o nv ertible n o t e 2,430 23,971 N e t c ash p r o vided b y financing activiti e s (216,990) (15,685) Decrease in cash, cash equivalents and restricted cash 276,915 59,925 Cash, cash equivalents and restricted cash at beginning of year $59,925 $44,240 Cash, cash equivalents and restricted cash at end of period T w el v e Mo n ths Ended Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 16
Reconciliation of GAAP Financial Metrics to Non - GAAP U.S. dollars in thousands (except share and per share data) (Unaudited) Reconciliation of Net Loss to Adjusted EBITDA Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 17 D ec 3 1, 2022 D ec 3 1, 2023 D ec 3 1, 2022 Sep 30, 2023 D ec 3 1, 2023 $(107,420) $(114,208) $(27,259) $(24,142) $(35,233) N e t L os s on a GAAP Basis (4,371) (3,928) (633) (1,450) (341) Financial in c om e , n e t 1,748 (1,360) 81 11 (1,200) In c ome tax e xpense (in c ome) (17,929) (396) — — (396) In c ome f r om w arrants r emeasu r ement 4,254 5,070 1,430 1,234 1,541 D ep r eciation, amortization, and a c c re tion 26,892 16,278 5,720 4,020 3,388 Sha r e - based c ompensation $(96,826) $(98,544) $(20,661) $(20,327) $(32,241) A dju s t ed EBIT D A (1) Th r ee Mo n ths Ended T w el v e Mo n ths Ended 1. Adjusted EBITDA excludes adjustments for financial income, net, income tax expense (income), depreciation, amortization and accretion, income from warrant valuation, and share - based compensation.
D ec 3 1, 2022 D ec 3 1, 2023 D ec 3 1, 2022 Sep 30, 2023 D ec 3 1, 2023 $547 $3,270 — $1,414 $913 GAAP c os t o f r ev enu e s (72) — — — — Sha r e - based c ompensation 475 3,270 — 1,414 913 Non - GAAP c os t o f r ev enu e s 78,225 82,662 18,423 15,864 28,587 GAAP r ese a r ch and d ev elopme n t expenses (13,188) (8,397) (2,927) (2,061) (1,535) Sha r e - based c ompensation 9,783,301 10,087,691 9,925,742 10,117,735 10,236,827 W eigh t ed av erage number o f o r dinary sha r es used in c omputing basic and dilu t ed n e t loss per sha r e (1) Th r ee Mo n ths Ended T w el v e Mo n ths Ended e xpen s e s 65,037 74,265 15,496 13,803 Non - GAAP research and development 27,052 49,200 35,568 9,388 8,513 GAAP selling, general, and administrative 8,125 expenses (13,632) (7,881) (2,793) (1,959) (1,853) Sha r e - based c ompensation 35,568 27,687 6,595 6,554 6,272 Non - GAAP s elling, gene r al, and admini s t ra ti v e e xpen se s 127,425 118,230 27,811 24,377 36,712 GAAP ope ra ting e xpen se s (26,820) (16,278) (5,720) (4,020) (3,388) Sha r e - based c ompensation 100,605 101,952 22,091 20,357 33,324 Non - GAAP ope ra ting e xpen se s (107,420) (114,208) (27,259) (24,142) (35,233) GAAP n e t l os s (17,929) (396) — — (396) In c ome f r om w arrants r emeasu r ement 26,892 16,278 5,720 4,020 3,388 Sha r e - based c ompensation $(98,457) $(98,326) $(21,539) $(20,122) $(32,241) Non - GAAP n e t l os s Non - GAAP b asic and dilu t ed n e t l o s s per sha r e (1) $(3 . 15) $(1.99) $(2 . 17) $(9 . 75) $(10.06) Reconciliation of GAAP cost of revenues to Non - GAAP cost of revenues; GAAP research and development expenses to Non - GAAP research and development expenses; GAAP selling, general, and administrative expenses to Non - GAAP selling, general, and administrative expenses; GAAP operating expenses to Non - GAAP operating expenses; GAAP net loss to Non - GAAP net loss, and presentation of Non - GAAP net loss per Share, basic and diluted: Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 18 1 On October 18, 2023, the Company effected a reverse share split of the Company’s Class A ordinary shares and Class B ordinary shares at the ratio of 1 - for - 30. As a result, all Ordinary Class A shares, Ordinary Class B shares, options for Ordinary Class A Shares, exercise price and net loss per share amounts were adjusted retroactively for all periods presented above as if the stock reverse split had been in effect as of the date of these periods. For further details, the Company’s 20 - F filed with SEC on March 27, 2024.
About REE A u t om oti v e REE Automotive (Nasdaq: REE) is an automotive technology company that allows companies to build electric vehicles of various shapes and sizes on their modular platforms. With complete design freedom, vehicles “Powered by REE” are equipped with the revolutionary REEcorner , which packs critical vehicle components (steering, braking, suspension, powertrain and control) into a single compact module positioned between the chassis and the wheel. With proprietary by - wire technology for drive, steer and brake control that eliminate the need for mechanical connections, all four identical REEcorners enable REE to build the industry’s flattest EV platforms with more room for passengers, cargo and batteries. REE platforms are future proofed, autonomous capable, offer a low TCO, and drastically reduce the time to market for fleets looking to electrify. To learn more visit www.ree.auto. Caution About F or wa r d - L ooking S ta t ements This communication includes certain forward - looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward - looking statements include, but are not limited to, statements regarding REE or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. For example, REE is using forward looking statements when it discuss the timing of first customer deliveries, the benefits of its products, the total potential addressable market, the intended target of the delivery of low thousands of vehicles in 2025 and the goal of 6,000 vehicles by the end of 2026 targeting positive cash flow, the potential state and federal exemptions available for REE vehicles, its future targets including completing the remaining production tooling Capex investment, securing working capital for scale production and achieving positive cash flow, kicking off U.S. scale production, achieving positive unit economics in the low hundreds, the belief that its strategy will allow it to generate BOM parity with low hundreds of vehicles and EBITDA break even with low thousands, that its current backlog would be sufficient to reach positive breakeven COGS, and that it expects to be able to give guidance on its planned deliveries for the next 12 months later in the year. In addition, any statements that refer to plans, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward - looking statements. The words “aim” “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would”, “designed,” “target” and similar expressions (or the negative version of such words or expressions) may identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking. All statements, other than statements of historical facts, may be forward - looking statements. Forward - looking statements in this communication may include, among other things, statements about REE’s strategic and business plans, technology, relationships and objectives, including its ability to meet certification requirements, the impact of trends on and interest in our business, or product, intellectual property, REE’s expectation for growth, and its future results, operations and financial performance and condition. These forward - looking statements are based on REE’s current expectations and assumptions about future events and are based on currently available information as of the date of this communication and current expectations, forecasts, and assumptions. Although REE believes that the expectations reflected in forward - looking statements are reasonable, such statements involve an unknown number of risks, uncertainties, judgments, and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward - looking statements. These factors are difficult to predict accurately and may be beyond REE’s control. Forward - looking statements in this communication speak only as of the date made and REE undertakes no obligation to update its forward - looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward - looking statement made in this communication may not occur. Uncertainties and risk factors that could affect REE’s future performance and could cause actual results to differ include, but are not limited to: REE’s ability to commercialize its strategic plan, including its plan to successfully evaluate, obtain regulatory approval, produce and market its P7 lineup; REE’s ability to maintain and advance relationships with current Tier 1 suppliers and strategic partners; development of REE’s advanced prototypes into marketable products; REE’s ability to grow and scale manufacturing capacity through relationships with Tier 1 suppliers; REE’s estimates of unit sales, expenses and profitability and underlying assumptions; REE’s reliance on its UK Engineering Center of Excellence for the design, validation, verification, testing and homologation of its products; REE’s limited operating history; risks associated with building out of REE’s supply chain; risks associated with plans for REE’s initial commercial production; REE’s dependence on potential suppliers, some of which will be single or limited source; development of the market for commercial EVs; risks associated with data security breach, failure of information security systems and privacy concerns; risks related to lack of compliance with Nasdaq’s minimum bid price requirement; future sales of our securities by existing material shareholders or by us could cause the market price for the Class A Ordinary Shares to decline; potential disruption of shipping routes due to accidents, political events, international hostilities and instability, piracy or acts by terrorists; intense competition in the e - mobility space, including with competitors who have significantly more resources; risks related to the fact that REE is incorporated in Israel and governed by Israeli law; REE’s ability to make continued investments in its platform; the impact of the COVID - 19 pandemic, interest rate changes, the ongoing conflict between Ukraine and Russia and any other worldwide health epidemics or outbreaks that may arise and adverse global conditions, including macroeconomic and geopolitical uncertainty; the global economic environment, the general market, political and economic conditions in the countries in which we operate; the ongoing military conflict in Israel; fluctuations in interest rates and foreign exchange rates; the need to attract, train and retain highly - skilled technical workforce; changes in laws and regulations that impact REE; REE’s ability to enforce, protect and maintain intellectual property rights; REE’s ability to retain engineers and other highly qualified employees to further its goals; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in REE’s annual report filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2023 and in subsequent filings with the SEC. Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed. 19
Q4 2023 REE Sha r eholder l e t t er © 20 2 4 REE. All rights r eser v ed.
