Greetings and welcome to the REE Automotive Third Quarter 2021 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the call over to Limor Gruber, Vice President of Investor Relations. Thank you. You may begin.

Thank you, operator, and thank you all for joining our third quarter 2021 conference call. We hope you've seen our press release issued earlier this morning at investors.ree.auto. I would like to remind you that today's call may include forward-looking statements. Any statements describing our beliefs, goals, plans, strategies, expectations, projections, forecasts and assumptions are forward-looking statements. Please note that the company's actual results may different from other anticipated by such forward-looking statements for a variety of reasons, many of which are beyond our control. Please see our recent filing with the Securities and Exchange Commission, which identify the principal risks and uncertainties that could affect our business, prospects and future results. We assume no obligation to update publicly any forward-looking statements. In addition, we will be discussing or providing certain non-GAAP financial measures today, including an adjusted EBITDA, non-GAAP net loss and EPS. Please see our release and filings for a reconciliation of these non-GAAP measures to their most directly comparable GAAP measures. Joining me today is our Co-Founder and Chief Executive Officer, Daniel Barel, who will provide an overview of our business and give an operations update, as well as our CFO, Hai Aviv, who will continue with the discussion of our financial results and outlook, before we open up the call for your questions. At this point, I will turn the call over to Daniel. Daniel, please.

Thank you, Limor. Good morning and welcome to our third quarter 2021 earnings call. I will begin the call with an update of the company's progress on our many strategic initiatives and milestones we’ve achieved in the last few months. Then our CFO, Hai, will follow with a recap of the financials of the third quarter and our outlook. After that, we will be happy to take your questions. We have made great progress in our efforts to reach commercialization over the last quarter-to-date. To this point, we have made many accomplishments to share, including securing customer validation for our first prototype, building out our supply chain, assembling our infrastructure, strengthening the team, and unveiling a very significant product milestone of a fully autonomous last mile delivery concept vehicle. All of these accomplishments are coming ahead of our schedule, and we continue to make strong progress. In our first quarter as a public company, we outlined several of our targets to advance production readiness as we move towards commercial production in late 2023. Referring to that, I'm proud that our team has already achieved multiple milestones, thanks to the additional investment in our engineering and commercial capabilities. First, I'm excited that we reach a significant customer validation milestones with Navya. As we successfully completed the re-platform validation, this is part of an ongoing validation process with Navya, a French-based company that is leading autonomous vehicle systems development. This is the first of a few prototypes we presented recently to customers while evaluation, which we will be happy to share with you in the future. This is an example of a typical process we will go through with each of our customers that will result in us reaching commercialization in the coming years. This also demonstrates how we will advance our…

Thank you, Daniel. I will address our financials for the third quarter, along with some of the milestones we reached. But first, consistent with our last call, I would like to spend a moment to connect the dots for many of our milestones achieved so far to the drivers of our financial performance over time. In our commercial agreement, we work in collaboration with customers to assess the market and determined a potential 5-year outlook with focus and volume. As Daniel mentioned, our commercial partners are leaders in the field and these assumptions are based on the current market share, and the expected switch from ICE vehicles to electric vehicles. Additionally, and consistent with the sector, as we move forward in the program, the level of contractual commitment from the customer side increases. The next milestone is customer evaluation of our prototypes, or nonpublic code. The acceptance of our first prototype with Navya, as part of the testing process was ahead of our third quarter 2022 expectation. After successfully completing the testing process of the prototype, we expect the customer to place the firm unit order. Once we have the commitment, we will then develop the engineering bid for the public code testing, which will be very close to the final production intent. Here is where we expect to see the level of customer commitment increase, as well as our spending in tooling and material. Following a successfully public code testing process, we expect to receive purchase order from the customer. This will lead to commercial production in revenue generation. We continue to scale our activities towards entering commercial production in late 2023. By the end of the third quarter, our headcount reached 231 employees growing by 60 employees over the course of the third quarter with most recent hiring…

Okay. And now operator, we can open the line for questions, please.

[Operator Instructions] Our first question is coming from the line of Mike Shlisky with D.A. Davidson. Please proceed with your questions.

Hey, guys. Good morning, and good afternoon to you. I wanted to ask …

Good morning, Mike.

Good morning. I wanted to ask first about the Leopard product. Could you tell us, is this for a specific customer that's been designed that allow you to display this? Or -- and is it something that you could actually potentially even sell under your own brand at some point in the future?

Yes. Hi. Good morning, Mike. It's Daniel. So regarding Leopard, yes, we've -- first of all, we're very excited, of course, to present it as a full autonomous vehicle that I think is best-in-class at this point. But this is a concept of how we see the industry. And it's part of a very deep discussions with a few companies in the industry as how they see that industry going forward. These companies coming from logistic companies and tech companies, actually global leaders in their field. And when we sit down together and trying to understand how they see the top hat, as we -- as I'm sure you remember, we've said that REE is the platform provider to be powered by REE. So we -- naturally you can assume we are having quite a lot of discussion with quite a few players in the market in different fields as to what is it exactly that they want and what we should build together. And it's not just we're doing the platform and then doing the top hat and then it just goes. It's a joint work. And what you see here is the first fruit of those efforts in a way of articulating what we think the right size should be, collectively what we think that the right approach should be, the volume should be, the volume and of course, the relevant price point. So it's -- it has been quite a long time in the making.

But is the vehicle itself, something that can go on the road today? Or it's just a concept where you're showing what it could look like today? Just functional or just a nonfunctioning product at the moment?

Oh, it drive. It definitely drive. And we'll be sharing far more than just driving it. I think even later on today. Just don't want to steal the thunder for somebody in marketing today. Quite a sign of other, but no, no, it's definitely driving. But it's not intended [technical difficulty] specifically with this body to the market. Each of our players have different views on having the bodies. I'll just give an example, right. You can have compartments, you can have it heated or cooled. You can have it built a little bit differently or access differently. Basically this specific vehicle is built for nonpublic road tests, as we test different autonomous integration, different autonomous technology integration and different top hats and of course, the usual stuff we do. But why I think it's very important to understand about that vehicle, the Leopard is that it's actually built on a brand new REEboard. So we just presented to the world just another new platform with brand new corners, REEcorners and brand new platform architecture. That is going to be the basis of those kinds of vehicles for the future to come. And that's for us very, very exciting because it opens a really large market opportunity for us.

Got it. I also wanted to ask about the customer that you're targeting for 2023 launches. In the last, call 6 months or so, have they changed at all what they're looking for from REE as far as the size or what kind of [indiscernible] be putting out there? There has been a lot of talk about shipments are getting heavier, [indiscernible] are getting larger, with more weight. Have you had any kind of last minute changes here? And do you think that the platform that you're working on can handle most any non-heavy duty, long haul cargo here?

Oh, that's a good one. Yes, the answer is yes. With two of those programs, we've seen higher demand for higher payloads. Some of them are actually targeting Class 5s, at this point, initially starting from Class 4s. So we were going up the volume and up the payload on those and I think that's a good question because it shows how modular our technology is. For everybody else, it would have been either impossible, or a complete redesign, probably traditionally. And for us, this is exactly what we're built for. So when they came in and say we need higher, heavier loads, and slightly more volume, the answer was, of course.

So basically, you're on it, you have no issues when someone has to change, like that could change the class of vehicle entirely, just not a major issue for REE at all at this point?

It's never black and white, it depends on many factors. What does it require? Conceptually, the answer is yes. I mean, this is what we build for. Sometimes physical -- physics limitations, sometimes sizes of brakes you have to go from, I don't know, hydraulic braking to air brake system, etcetera. So it might be a little bit more, not straightforward in terms of time to market and design. But conceptually, it's a very clear case study of our ability to be modular, the commonality of corners, we can take the same corners and put different chassis and different bodies on it. And that's exactly what we're happy to do. And we've seen actually a spike in demand of customer coming with different asks and changes recently, with how the market evolves, since the market is evolving [ph]. And we are very proud of this ability to answer those challenges quite straightforward and easily.

Got you. I hope [indiscernible] just one last one out here to reach for Hai. Do you have an ending share count we could -- we can run with at the end of the quarter?

Yes. So as we mentioned in the PR, our headcount for EPS calculation was 264 million shares for the end of Q3.

Got it. That's [indiscernible] not the average, right? Just want to make sure.

Yes, that's the average.

Okay.

That's the average number for the EPS calculation.

Outstanding. I'll pass, but that's the average. Is there a September 30 share count at the end of the quarter we can go with because obviously, you had a mid-quarter major change there.

Yes. So for the EPS calculation, this is the number which represents the calculation.

Okay. We can follow-up, if we need to offline on that. I will pass it along, guys. Thanks so much.

Okay. Sure.

Sure.

Thanks, Mike.

Thank you. Our next question comes from the line of Jeff Osborne with Cowen. Please proceed with your questions.

Yes, good afternoon, guys. A couple of questions on my end. I was wondering on the braking and axle partners that you have with Brembo and American Axle, how we should think about the number of strategic suppliers that you're going to have per program. Is this 2 or 5, if you could just sort of rattle off what the key components are that you accept or expect to named awarded suppliers that would be helpful to put the two announcements thus far in context?

Yes. Sure, absolutely. So naturally, when you nominate suppliers to a specific program, the -- it divides to strategic suppliers, which are dedicated specifically for those programs and general suppliers, which are common in a few programs, which are usually four parts, which are not the core technology. And I assume the question is around our strategic suppliers who are working together with us on the core of our technology, the corners.

Exactly.

Yes. So you should expect around a handful, maybe a little bit more key suppliers, with the healthy -- with a healthy diet of redundancy between suppliers. But we are very much partnering with them in a sense that I think what makes us very unique is that we're not buying Tier 1 technology or putting off the shelf product into our core technology. That's not the way it works. We design, we develop together. We make sure that we bring the best minds into that and create something that nobody else has had in the market. And of course, this is only ours to use. And with that joint development, I think American Axle and Brembo are amazing examples for that, because they're the best in what they do. They represent the top tier of ADUs [ph] and braking technology in the world. And it's a great privilege to work together with them in developing things, and then having them produce that at the quality and efficiency that they can. The nomination of those supplier also guarantees us production capacity, which in these days we understand how critical that is forward to program, having the ability to make sure that we have ample capacity for the demand that we see.

Got it. That's helpful, Daniel. Another question I had is, is there any update on where things stand with Hino and Magna? You mentioned them as strategic customers. But obviously, a lot of the commentary on the call was associated with Navya just given the progress there. Anything to report on those other two key customer spirits or partners?

Yes, sure. So, first of all, naturally, we can't share everything that's going on behind the scene. And we're trying our best to be as transparent as we can with all the taking things into account in terms of development, some of those programs are quite secretive because of the nature of what we're developing together. And we want to make sure that once you get to the market, it's done properly. Having said that, to your question, we shared Navya because we didn't share if you remember that we are about to do something. We shared what we did, we shared the result. The same with American Axle and Brembo. And I think looking forward, this is what you guys should expect where we would want to share with you as many things as we can on the thing that we've done, actually did. That's one. It does not mean that we're not doing quite a lot of other things behind the scenes. We've made tons of progress with Hino and our partnership with Magna is amazing, and we're making strong progress there as well. The logistic company that we've mentioned a few months ago that we've signed with, as you see the program is maturing, and we're nominating suppliers to it. So you can see that advancements from all around what we do. We're ahead of program, we are ahead of time in many of the programs that we currently run, including those that you've mentioned.

That's great to hear. That's all I had. Thank you.

Sure. Pleasure.

Thank you. Our next question is coming from the line of Igor Levi with BTIG. Please proceed with your questions.

Good morning, guys.

Good morning.

So the supply selection and now nonpublic road testing for first customer completed significantly ahead of schedule, I think of believe you originally were targeting Q3 of next year for nonpublic road testing according to your presentation. And on the call you talked about the next steps to reaching public road testing, including engineering, the final build. So for your audience that does not have an engineering background, what is the difference between the nonpublic bill, the one that you've tested successfully and the final version? And what is the process to get from one to the other?

Yes, sure. So first of all, thank you for noticing that. We are significantly ahead of time on that milestone. And I think that's a result of if you guys remember in the previous earnings call, we said we're going to grow our expense on engineering in order to address the growing [technical difficulty].

Apologies. Unfortunately, we can't hear you coming through the speaker line anymore. Could you check if you self muted. Sorry, once again, we can't hear you coming through the speaker line. Could you please check if you self muted. Ladies and gentlemen, please stand by while we get the speaker line back online. Okay, we do have the speaker line back in.

Are we back?

speaker line is back.

Are we live? Are we on?

You’re live, yes.

Hi, everybody. Sorry, call was disconnected. Apologies, Igor. I don't know when -- until when did you hear the answer. So let me know if you want me to start it again.

Yes, I mean, it was about 10 seconds in or so reset. Thank you for noticing the words significantly ahead of schedule. And then about 5 seconds after that they cut off.

So you've got the important part. No, I'm joking. So let's do this from the beginning. So you asked what the difference between the public road and nonpublic one and public road testing and what needs to happen in between? Am I correct?

Yes.

Okay. So again, as you mentioned before, and thank you for that, again, is that we've done this significantly ahead of time. And that's mainly due to the fact that we increased our spending on engineering and our ability to go to the market faster to address the growth and demand that we see. When we do private road tests, it means that those vehicles are not yet homologated with where they're still expected to be changes. There are difference in vehicle level, right, in A build, B build and C build. But you expect those vehicles to have minor to significant changes as the program develops. And therefore, you keep on doing that on private roads. That does not mean they don't go through durability or safety or any other test that you can think of, it just means it's a closed environment. Once we understood that, this is what the customer is looking for. And this is why customer validation is so important. And this is why we set up that milestone in our deck, and Navya is the first of them, meaning that the customer validates the prototype on a private road test. And then, just to make sure we understand it's not a singular event in time, it's a process. There are a few tests that are being done with a few builds on private road test. And then once this is done, we expect the customer to provide film orders to that program. Without film orders, we then build the capacity fully. And the first production unit of that line, are then being tested on the road. So the public road tests are tests that are done at the pre-production services, which are production intent, and not design intent. And therefore they come off tooling of process with almost everything relevant for the full vehicle. I hope that answers your question.

Great. Thank you. So could we see public road testing completed in the first half of next year based on where we are?

You would definitely want to see public road tests prior to us starting commercial production by 2023, that’s for sure. I think that with the multiple programs that we currently run, we should be able to do a public road test on time, as we are saying on the deck on the website. It is very important, though, to understand that. The private road tests, the way we see it and read the private road tests are the more complicated if you'd like milestones, because this is where the changes occur. The rest of the milestones are mainly around bringing the product to production intent and ramp up, which I think that we all believe that according to our integration center strategy, our strong partnership with top tier manufacturers, production is something that we believe we can very successfully address.

Great. And just recently, you mentioned that some customers are asking for heavier payloads. For example, a customer that was targeting Class 4 now asking you to do Class 5. How quickly are you guys able to adapt to such change since you mentioned that as a competitive advantage, like midway through the process they say, well, we also want half the vehicles to be Class 5 vehicles and they’re changing the design. Is that something like how quickly can you adjust to that and then still have production on schedule?

I will try to answer because I'm afraid the answer is a little bit more complicated. And then I think we have time for that because it depends where the chain resides. If it's only a payload function, and it's within the commonality of the corners, meaning those corners can support up to that and more, then it's very, very straightforward. We wouldn't have to design a new chassis, which because there is nothing residing on that chassis because everything is in the corner, it's quite straightforward. And that would take a few months to do so. So fairly, fairly quickly. If there are vehicle dynamics restrictions such as, I don't know you have to move from coil dampers and spring to earth suspension and therefore packaging is different or you have to move from a single wheel to double wheel and so on so forth, then, it depends to where we have -- we ever had done this before or not, you can probably imagine that we have quite a few players we're speaking on the market. As I'm sure you guys are speaking to quite a few and they all want different things. So most likely we've been working on that -- prior to that. So the past to that should be straightforward. Currently, we have not delayed any program due to a change in requests.

Great. That's extremely helpful. Thank you for the answers. I will turn it back.

Pleasure.

Thank you. Our next question is coming from the line of Adam Jonas with Morgan Stanley. Please proceed with your questions.

Guys when -- how many of your prototypes are in the hands of potential customers being tested right now? And I guess in that definition, it would be there be platforms, or corners of a significant content that are being tested?

Yes. Usually when we -- thank you for the question, Adam. Usually when we send for our product for customer evaluation, we would prefer sending a full platform just easier to test it like that, it shortens the testing time. So we've already, I think, earlier today communicated that a few of those have been tested around the world. If you followed, I think a few months ago, weeks ago on my LinkedIn account, I think we already showed when we shipped the first one of that. They’re in different types, they [technical difficulty], of course and configurations, and they’re still being tested in by multiple companies in several fields, mainly being delivery and shuttles as well as autonomy.

Okay. Thanks, Daniel. And maybe for, Hai, just a clarification. I think Mike asked the question earlier, just we're not bugging you after the call, what is the fully diluted shares outstanding, not the average for EPS, but for valuing the company, either at the end of the quarter, or in real time that you have calculated for valuation purposes, fully diluted shares outstanding.

One second. One second, I will get back. If you need more time, we can -- before the call end that would be great. I don't -- we don't need to wait while you're doing it. But an important question, obviously, again, given the amount of SBC activity during the quarter. I just [multiple speakers].

Sure. We will -- Hai, will get back to you on that, Adam, in a minute.

Okay. And just a final one, what would be a run rate, obviously, 3Q was extraordinary due to the true up, but what would be a suggested run rate of SBC, let's say in the fourth quarter, or maybe early next year that we could work with, if you could give a range. I know that's dependent on stock price factors too. But I didn't know if there was a range you could provide. That's all the questions I have. Thank you.

Yes, sure. So as you can see, the magnitude for Q3 of stock-based compensation was higher-than-expected than what we usually had. In Q4, we expected the magnitude would be significantly lower in the ranges of 14 -- between $14 million to $16 million for Q3 -- for Q4, sorry.

Okay. Thank you. Understand. Okay. Appreciate that. Okay.

Yes, and Adam on your question on the fully diluted shares, so as of the end of Q3, we had 364 million shares on a fully diluted basis.

Thank you very much.

Sure.

Thank you. There are no further questions at this time. I would like to hand the call back over to management for any closing comments.

Thank you, operator. I know that there are No more questions. But as part of our efforts to strengthen transparency and accessibility, and the importance we see in communicating and interacting with our various investor types, this quarter we started using a dedicated Q&A platform, which allows investors to ask an up vote questions. And so we will read the review a couple of questions that were -- that basically got the highest number of votes. So the first one is on execution. And I'll read the question, Daniel will answer. Can you please comment on any potential hurdles to executing production plans, including microchip shortages, testing needs or changing customers expectations?

Yes, on that, what I can say that supply chain is always challenging. And it's very important to solidify that, starting very, very early and we've done -- we started working on our supply chain since 2018. And we've been doing that by securing our global vendor network, with leaders of the Tier 1 -- global Tier 1 players, like we've nominated recently American Axle and Brembo, but we should not forget Musashi, Maxion, KYB, and quite a few others. We're developing -- we're collaborating on development and manufacturing of those subsystems, which they will manufacture and we will integrate into our corners and boards platforms. The fact that our VVN, our vetted vendor network is large, allows us for the flexibility to choose the perfect partner for each of those programs, and allowing us the redundancy in terms of any shortages as we move forward towards production and after SOP. We are very actually proud by the partners that we've made in the supply side. And I think that the fact that we're working together is a great, great news for our customers, since they will be getting naturally the best components out there at the best quality and on time.

Thanks, Daniel.

I'll just maybe add one thing is that, in addition to do that, and I think you've seen this before, we also tripled our headcount, which is mostly with experience, developers and engineers in the past few months and we will -- we are on target to hitting the 270 target to some of the employee targets by the end of the year. So with that, we also have an additional capabilities of producing and executing on our plan.

Great. So one more question. Question, now with regard to the economics of the product. So the total cost does look appealing for the final user. But isn't there a risk that your specific partner [technical difficulty] will lose in terms of revenue, if they're working with REE. Why it is advantages for OEMs to work with REE?

Yes, that's a good point. So first of all, we complete we don't compete. So I don't think anybody who works with us loses anything, they only have things to gain. And many of those cases, it's not about making revenue, it's actually about making profit. And since we can develop those platforms modularly and address the changing market faster -- significantly faster in a fraction of the cost, its many times there's no brainer for OEMs to decide to work with us since day one, usually focus on the battery technology, on the autonomy and connectivity [indiscernible]. And they’ve -- most of them have not developed chassis and drivechain etcetera for many, many years. It's all been outsourced to Tier 1s, which we work with. So it's exactly the same chain. In addition to that, people should also take into account that one of the key factors for OEMs at this point is time to market since the market is changing so rapidly, having a program for 10 years into developing a vehicle and then coming out at the end of the line with a product that the market has already changed its preference for very, very expensive things [technical difficulty] and therefore us being able to bring those audience [ph] to the market faster and dealing with the changes in market preferences is very compelling for OEMs. And we've been working with quite a few of them. We're working with quite a few OEMs across the world at this point, and we've seen this all around. So we're very much excited by our partnership with the world leading OEMs. I think that's the question we have.

Yes. Thank you, everyone. Thank you for joining us today and we do look forward to touch base very soon. Good day.

Thank you, all.

Thank you. Take care.

This does conclude today's teleconference. We appreciate your participation. You may disconnect your lines at this time. Have a great day.