Good day, and thank you for standing by. Welcome to the REE Automotive Q2 2024 Financial Results. At this time, all participants are in listen only mode. After the speaker's presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Karen Shemesh, REE's Chief Marketing Officer. Please go ahead.

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 be different from those anticipated by such forward-looking statements for a variety of reasons, many of which are beyond our control, such as the ongoing military conflict in Israel. Please refer to the company's Form 20-F filed on March 27, 2024, with the Securities and Exchange Commission which identifies the principal risks and uncertainties that could affect our business, prospects and future results. We assume no obligation to publicly update any of this forward-looking statements, except as required by law. In addition, we will be discussing or providing certain non-GAAP financial measures today, including non-GAAP net loss and non-GAAP operating expenses. Please see our financial results press release for a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures. Listeners and those on our webcast are invited to follow along with our presentation today, which is available on the Investor Relations portion of our website. Today's call is hosted by Daniel Barel, REE's CEO and Co-Founder. Who we will be joined by Josh Tech, our Chief Operational Officer; Tali Miller, our Chief Business Officer; and Yaron Zaltsman, our Chief Financial Officer. I will now turn the call over to Daniel Barel.

Good day, everyone and thank you for joining us today. For those of you who have been following our story and for those who recently joined, the past few months have been the most significant in REE's history. We have achieved milestones that we pursued for years. Today I can tell you that we have what we believe is by far the best product offering in our heavily underserved addressable market. I can also tell you that we have secured sufficient production capital and our funding position is strong. Thanks to our recently announced strategic supply chain management agreement with Motherson Group. We de-risked our ability to ramp up to mass production. We have already kicked off US production with Roush as a US-based contract manufacturer for our P7 product line and we continue to see growing demand for our products both from fleets and OEMs. The strategic agreement with Motherson Group is transformational. It will allow us to grow faster, while lowering production challenges that other EV companies often face as they ramp. With Motherson driving manufacturing, customers and shareholders could be confident on this front. Today we are joined by two great gentlemen from Motherson, Mr. Rajesh Goel, President, Head Special Projects and Mr. [indiscernible], Head of Group Strategy and M&A, who will share more on the rationale behind Motherson's decision to partner with REE. But before we jump to discuss these strong milestones in more detail, let's first cover the second quarter of 2024 financials. Second quarter net loss narrowed by 57% quarter-over-quarter and by 59% year-over-year. Free cash flow burn continued to narrow with a 19% reduction quarter-over-quarter. Liquidity was $60.5 million comprised of cash, cash equivalent and short term investment inclusive of a $15 million credit facility. I believe that our strategic agreement with Motherson…

Thank you, Daniel. We believe that our supply chain management agreement with Motherson is a game changer and bolsters our commitment to deliver our amazing powered by REE technology reliably with quality and at scale to all our customers. It allows us to grow our production capacity responsibly with the demand, while leveraging Motherson's purchasing power, global footprint, and experience. This translates into a more efficient and stable production ramp alongside improvements to working capital. For those that are new to the story, Motherson Group is a major supplier to the automotive industry with longstanding relationships with global OEMs. And I would like to hand it over to Aviral for Motherson to tell you more about them and why in their eyes they did partner with us.

Thanks, Josh. We at Motherson have been highly impressed by REE’s path-breaking corner module-based architecture and the value proposition it represents for both truck makers as well as end users. Our goal is to support REE's growth and technological progress by expertly managing its supply chain and leveraging our top tier engineering and manufacturing capabilities to drive commercialization and industrialization through a mutually beneficial commercial framework. Additionally, we aim to enhance REE’s integration into the automotive ecosystem by providing exceptional customer support across the value chain. Our participation in the financing round further underscores our commitment to support this exciting technology. We believe the strategic partnership will contribute to Motherson’s diversification and strategy of increasing content per vehicle. Over to you.

Thank you, Aviral. We believe that we have the most compelling product on the market, well positioned to meet the growing consumer demands within the segment. Now with Motherson’s vast network of supply chain professionals, we can better support our customers through the startup production and ramp up phases as they build their electric commercial fleets. We know how important the ability to produce at scale and provide nationwide support are to our customers. Motherson will be looking to drive efficiencies throughout the supply chain, especially in areas where they have production expertise. With this manufacturing backbone, REE will be able to grow sustainably, while maintaining our DNA as an innovative technology company. We are freeing up resources for future technological development and product enhancements, while reducing production risks, becoming more efficient, and improving on unit economics. We kicked off U.S. production of our P7 lineup with Roush as our contract manufacturer for full vehicle assembly. Roush is a leading global product development supplier operating across more than 30 countries. We signed agreement with Roush during the second quarter and have been preparing to start production over the past few months. This effort will be supported by a joint Motherson and REE team responsible for quality assurance, logistics, and testing. REE will continue to manufacture our proprietary REEcorner technology in our Coventry Integration Center. Now that we have secured the capital required for production, the execution of the strategic agreement with Motherson and the production kick-off at Roush, we are updating our production plan to start deliveries in 2025. In order to utilize our renewed capabilities while addressing the strong customer pull we see and to capitalize on the significant saving and efficiencies our collaboration with Motherson is expected to enable. As a result of the very recent signing of our agreement with Motherson, we expect it will take some time to develop a production plan which includes Motherson's important input. Following the finalization of the revised production plan, we believe the revised production and revenue plan will benefit our ability to address larger fall-in orders from fleets and OEMs, and coupled with the expected improved unit cost will accelerate the road to meaningful free cash flow generation. With that, let me head it over to Tali to tell you more about our business and product achievements. Tali?

Thank you, Josh. The demand and interest for REE’s software defined electric vehicles continues to grow. We see strong demand from both fleets and OEMs. Our order book increased by 15% quarter-over-quarter and is valued today at approximately $60 million. REE’s Authorized Dealer Network, one of North America’s largest of pure commercial EVs, continues to expand now covering 78 sales and service points. This is a key strength for our fleet-customers who seek nationwide service and support. We continue to receive strong positive customer feedback from our demo program as we continue to deliver more P7-C demo trucks to our dealers across the US. The REEcorner business line continues to show strong potential with two new OEMs joining our OEM program. We continue to see growing interest in our software-defined technology by traditional and new OEMs interested in adopting our REEcorner and thus gaining access to software-defined EV technology. We believe that, although this is a long-cycle business, it has the potential to bring our technology across vehicle categories and classes, making it the intel Inside for automotive. As Josh mentioned, we are updating our production plan and as such, we are working with our current and new customers to secure production slots for their deliveries. Naturally, our production slots are limited and we prioritize according to several factors, one of which is significant follow-on orders commitment. During the quarter, we delivered the first Powered by REE demo trucks to Penske and U-Haul, amongst others, and have expanded our collaborations with upfitters, such as Wabash, who upfitted the Penske EV with a 16-foot Wabash DuraPlate body. These trucks received great feedback from potential customers, and Penske began offering Powered by REE electric vehicles for demos and orders across North America. In addition, U-Haul received the first P7-S platform, completed it…

Thank you, Tali. I'm very happy to share that we have secured the necessary funding to kick off U.S. production. This will allow us to start delivering vehicles to our customers in North America in year 2025 and to grow it to scale. I believe our collaboration with Motherson will allow us to start reduce our production cost and to accelerate growth as we concentrate on our core, which is our technology and product offering. I am very proud of our teams across the world for driving results, while cutting costs. With that, let us dive into our second quarter financials. As Daniel stated earlier, our working capital position is strong. We ended the quarter with $60.5 million in cash and short-term investments, inclusive of a $15 million credit facility. Our cash burn narrowed in the second quarter, as did our net loss. Free cash flow burn continued to decrease, with a 19% reduction quarter-over-quarter and a 17% reduction year-over-year. Net loss narrowed as well to $10.8 million, a 50% decrease quarter-over-quarter and 59% decrease year-over-year. Non-GAAP net loss in the second quarter decreased by 41% quarter-over-quarter to $12.4 million, a 43% decrease year-over-year. A reconciliation of GAPP to non-GAAP measurement has been provided in the financial statement tables, included in our earning press release. Last week, we completed a $45 million registered direct offering for the purchase of about 11 million ordinary shares or pre-funded warrants. M&G investments, our long-term supportive shareholder, led the investment with a $20 million and they now hold approximately 16% of REE share outstanding. Motherson invested $15 million and now hold 11% on a fully diluted basis. We believe our funding position is strong and that with the recent financing run we have the capital we need to kick off production without the need for further funding. We always said that we will kick off our production plan only when we know we are not taking any major financing risk. And now we are finally ready. There is a lot going on for REE. We have our work cut out for us as we merge our operational activities with Motherson and we will be providing new guidance soon. Once we are deeper into the plan with Motherson, we will be able to share the updated number which we expect to include positive margin on our production and faster path to positive cash flow than previously announced. I will now turn the call back over to Daniel.

Thank you, Yaron. As you can probably tell from the tone of this call, the recent announcement of REE's strategic collaboration with Motherson represent an absolutely transformational development. It's very big news for REE's future prospect and our ability to realistically scale into what we know is a massive market opportunity where customers have limited alternative options. We have also strengthened our financial position with new capital from stable long-term investors, including Motherson itself. In combination, this marks a major positive inflection point for the business. The combination of core competencies from REE and Motherson will significantly benefit our customers, be they fleet owners or OEMs. They've been in need of a mature and capable electrified product lineup that can be produced and serviced at scale. In fact, we've already started discussion with key customers to secure production slots, and we are currently updating our production plan. We will update you on this as things progress. Looking ahead, we anticipate three different ways to that REE technology will be sold and integrated into the market. REEcorner, the REE platform, and full vehicle such as the P7. We will work with Motherson to build a reliable, stable, and long-term production plan across all three avenues. We will leverage Motherson's production capabilities and expertise to lower our costs and improve our cash flows as we ramp production and delivery quantities. Before opening to Q&A, I should also mention that I am encouraged by a recent capital raise which secures our working capital needs to start U.S. production, and I am grateful to Motherson, to M&G investment, and the rest of our other long-term investors for their continued support, trust, and patience. I also look forward to Motherson additional contribution to our Board of Directors. Lastly, as always, I would like to thank the entire team REE for their devotion and dedication, as this very talented group of professionals are the true factor behind our success. I would also like to thank Aviral and Rajesh from Motherson for joining us on this call today. Operator, please open the line up for questions.

Thank you. [Operator Instructions] We are now going to proceed with our first question. And the questions come from the line of Craig Irwin from ROTH Capital Partners. Please ask your question.

Good morning, and congratulations for the strategic investment. It was big news and a big deal actually for the EV trucking industry considering the vote of confidence there from Motherson. So, I wanted to ask if we could maybe talk a little bit about the Roush contract manufacturing agreement. You did mention in the release you kicked off US production. Does that mean that there are trucks that have started the build process or that you're preparing for the build process? Can you maybe frame out for us your interaction with Roush and how you would qualify the vehicles with them and then certify those for US customer delivery and maybe the capacity or the number of vehicles a day that you would hope to get to over the next number of months?

Sure, Craig. Good morning. This is Daniel. Thank you for the question. Maybe, Josh, do you want to start?

Yes, I can take that. Hi, Craig. How are you doing?

I'm great. How are you?

So, Roush, as we noted, we started working with them back way earlier in the year and we kicked off the actual contract back in Q2 and we've been preparing for this moment with them for actually quite a while now. Now is the right time to bring it to fruition and announce it. But basically, our collaboration with Roush is really centered around contract manufacturing for the full vehicle assembly of our Powered by REE vehicle. Roush will play a super critical role in helping us scale that production in North America and through joint operations with the REE team. So as we noted, Roush will build the vehicle for us. It's an exact copy of the vehicle that we've certified already. So keep in mind, as a contract manufacturer, they're building to our spec, right? So that's how the certification handles. They're really doing what we've already done. And as we noted, we're going to start -- we start production in Q4, and then we will deliver the first vehicles in 2025. So right now we're in the preparatory phase till the start before the end of the year and then of course ramp up through next year.

Understood, understood. So my second question is about the cash burn, right? So you guys have done a fantastic job bringing expenses down. I know some of the belt tightening there is sometimes a little bit painful, but you've got the company to a much leaner overall structure. As we look at the progress to customers' deliveries in 2025, is there much in the way of incremental expenses that might need to be added back or can this be part of the conversation you started in your prepared comments about getting profitability faster with the Motherson agreement and obviously manufacturing at Roush?

Sure. I think this is a very good question. Yaron, why don't you take…

Hi. Good morning, Craig. So the cash burn was getting down, and it's not going to go up. Actually, it's going to get more down in the following quarters, because the R&D, as we always said, is more or less done. And R&D was the major expense in our cash burn. And R&D now is going to go more down in the future. And of course, the SG&A should go slightly up because we need to increase our position in the US. But in total, there is not going to be increase in the cash burn.

Now, maybe I'll just add to that. Thanks, Yaron. I'll just add to that. There's a lot of expenses that we are re-evaluating now that we thought we would need to expand -- to spend, but we might not necessarily need to due to the collaboration with both Motherson and with Roush as we move forward. This is why this collaboration with Motherson and Roush as a contract manufacturer is so transformational for us, because not only that it gets us to scale, it helps us to significantly lower cost that we already thought we're going to be spending but not necessarily will be spending in the future, hence the revised production plan. And I think this is what we believe will drive faster profitability and free cash flow as we move forward.

Excellent. My last question, I guess, is probably interesting for both Wall Street and your customer base, right? So I've talked to a lot of customers that are enthusiastic to take delivery of units from REE. And I was hoping you might be able to talk a little bit about how you select the customers that are likely to be front of the line for deliveries in 2025? Are there certain characteristics or potential longer-term commitments that could be solidified or are these more marquee customers or customers that have made the right level of investment to allow adoption? Can you maybe flesh that out for us?

Of course. First of all, I tend to agree. We see a lot of demand and a growing demand for Powered by REE vehicles out there for multiple customers. And to your point, we have a very clear decision matrix, upon which we prioritize orders. Amongst other indexes that we look at, you can find order size, price, even the fleet the electrification readiness and of course, of course, the future potential. And we weigh them all together in order to score that in the end. And according to that score, we prioritized the production slot. I think maybe Tali can shed a little bit more light on customers actually visiting a few now in the US. Tali?

Yes, sure. Thank you. Good morning here. Yes, definitely. We see demand, we see growing demand. The way we prioritize is, first of all, we have, again, [indiscernible] to allocate that, now that we have a clear production plan for 2025. Working with the fleet and working with the dealers that we have in place. And prioritization goes by size, potential, price, and also the fit to their needs.

Understood. Well, congratulations on the progress. I'll go ahead and hop back in the queue. It's great to see you guys strong out of the gates.

Thank you so much.

Thank you. We are now going to proceed with our next question. And the questions come from the line of Amit Dayal from HC Wainwright. Please ask your question.

Thank you. Good morning, everyone. Congrats on all these important strategic milestones that you recently accomplished. With respect to the three OEMs, Daniel, can you give a little bit more color on what kind of customers these potentially are? I know you mentioned Penske and U-Haul in the last earnings call. Are these the same customers? Are these different customers versus what you highlighted previously?

Yes, thanks. And of course, good morning. So no, these are not the same customers. When we talked about OEMs, remember, what we always said is that, REE completes, it does not compete. So we have the ability to work with other OEMs such as us to allow them access to our software defined technology, giving them by-wire software defined vehicles. And we see a lot of demand and growing demand from other leading car and automotive manufacturers interested in our technology. And when I say interested in our technology for other OEMs, they are not interested in us building trucks for them. They are more than capable of building and sort of finding their own trucks. They're more interested in the software. And why is it important? It's important because, one, we are the [indiscernible] technology company. And second, it allows us to open up an opportunity for software licensing revenue, which is very, very significant in general and also for us, especially margin-wise and scale-wise. Why is that? It's because it opens up the opportunity for our software to be implemented in vehicles that are not necessarily only commercial and are not necessarily only in the current Class 3 to 5. So we're looking at lower and higher classes both in the commercial and not commercial world. And I think if you look at the market in general, most of the car manufacturers and auto manufacturers out there have been talking about trying to get access to softer defined vehicles.

Understood. So my follow up question on that is. These OEMs or other types of customers who are looking into your software, they don't have to buy the REEcorners?

They can buy the REEcorners, and we'd be more than happy to supply them and of course leverage on Motherson's production capabilities at scale, which is also just to make sure we understand is super important for those OEMs. But at the end of the day, production of mechanical parts can be done by several fronts. We believe that the best way to do it is for REE itself to concentrate on software and together with Motherson we will be able to produce the REEcorners as a full set with better scale, better economics, and better efficiencies. And then the OEMs will basically, the way we see it, put it on their own chassis, their own bodies, and be able to drive it. When we look at different vehicle classes, naturally it's going to be different REEcorners.

Okay. Understood. Thank you for that. These -- the regulatory incentives that were in place so that you were expecting, are they still in play for customers who purchase the REE vehicles? Any changes on that front?

Could you please repeat the question? I couldn't hear it well. Sorry.

So, the regulatory incentives for purchasing these electric trucks. Are those still in place? Any changes to that? Just to see if customers can still enjoy those incentives when they purchase these offerings.

Yes. I mean -- I think Tali can answer that, but before she does, I think I can say that we've seen -- we haven't seen a change in incentive. On the contrary, I think in the quarter, we actually added another state that provides incentives. Tali, can you share some more on that?

Yes. Sure, sure. So on the incentive side, we don't see a major difference. There continues to be incentives on both state level and federal level. We're talking about U.S. now, especially [Technical Difficulty] Massachusetts. But of course, there are also other states, and we see this definitely as interesting too.

Understood. Thank you. Just one last one from me. The $60 million in your order book, this is all for the full vehicles, right? These are not just orders for the corners, but these are orders for full vehicle delivery, right?

Yes. So that's actually a very good question. So remember we have three different product lines, full vehicles, chassis and corners. The $60 million -- the approximate $60 million order book value is for full vehicles and chassis.

Okay, thank you. I'll take my other questions offline. Thank you guys. Appreciate it.

Thank you.

Thank you. [Operator Instructions] We are now going to proceed with our next question. And the questions come from the line of Jeff Osborne from TD Cowen. Please ask your question.

Great. Thank you. Daniel, just a couple of quick questions on the -- I wanted to understand the process flow. So, obviously, you'll be making the corners in Coventry. Will you be making chassis there? And then Roush is doing the full vehicles or will the skateboard actually be made by Roush as well and you're just making corners in Coventry? It's confusing as to what Roush is actually doing.

Yes, corners are in Coventry in the UK, all the rest is with Roush, but Josh, do you want to maybe dive a little bit deeper?

Yes. Hi, Jeff, how are you doing? Good to hear -- good to see you again. Yes, so again, Coventry is our -- again, like with all our -- we want to keep our core IP to us. So again, we're going to manufacture the corner there, right? That's ours. What we're going to do then is, we locally source everything else, right? So again, the truck, the compelling REE vehicle is our design, everything is our IP. We will source that like our normal models. We're not going to invest in heavy equipment to make chassis. So we have current chassis manufacturers that will manufacture the chassis for us. Cabin parts will be made locally by local suppliers in the US. Again, we want to localize the supply chain. Again, Motherson will have a huge impact on that as well. And then Roush will do the final assembly for us, right? So again, that's with us and Motherson together, we'll localize the supply chain, we'll bring down the costs. A lot of that has to do with logistics, of course, quality management, able to be with the suppliers work hand in hand, and we'll bring the entire vehicle together at Roush. Then again, what's key is, us with Motherson as well will be at Roush. Roush is putting the vehicle together to our specifications. We then take the vehicle back over, we'll do the shakedown, quality qualification, and then handle the distribution within the US.

And just to add on that, Jeff, I think it's important to mention that you're touching a very important point in my view, is that, for a company like us to be able to manufacture in multiple locations around the world and manage that, everything from supply chain to logistics is a big challenge. And I think this is one of the key strengths that we're now unable through this partnership with Motherson. So maybe to add a little bit more color about how do we see now as a joint group the global supply chain and logistics, maybe Rajesh or Aviral, you can share a little bit more on that.

Okay. Thanks, Daniel. Thank you for the question. So as was mentioned during the announcement and by Daniel and Josh, the partnership is to bring in Motherson’s global expertise, aid to help with supply chain management, which obviously includes sourcing and managing the entire supply chain. The value that it brings is because we do a lot of manufacturing of multiple components by ourselves globally, including harnesses, including mirrors, including plastic parts, including lighting, et cetera, et cetera. So the components that Motherson can contribute definitely competitively helps the competitiveness of REE. Second is, because we have fairly large sourcing organization and with that expertise, we are able to source a lot of the other components that we don't do by ourselves, because REE being module manufacturers on modules like the IP module or the [indiscernible] module, et cetera, our ability to source other components also is of a significantly high nature. And I think all of that in terms of: A, taking away that management bandwidth -- granting that management bandwidth to REE and taking away that workload from them and to bring efficiencies both in terms of cost and in terms of the process is I think what Motherson will bring to this partnership.

Thank you. That's helpful. Two other quick questions. Josh, I think you mentioned that Roush was in production currently. I assume those are for demo units and you wouldn't have revenue attributed to those in Q1. But can you just give us any type of comments as to when you expect to deliver vehicles for revenue? Is that being Q2 or second half of next year?

Yes. So, like I said, we plan to start Q4. We didn't say it, so we've been pairing for production and obviously getting infrastructure and things together with them. Start before end of the year and then we will start production next year. So as far as the production plan, again, as we've noticed throughout this call, we signed with Motherson just a little bit ago, and we're in the process of updating that production plan now. So again, we expect to start in Q4, deliveries in 2025, and then following the [final edges] (ph) of the revised plan, we believe this revised production and revenue plan will benefit our ability to address the larger fall in orders fleets and OEMs. So we feel like this is a hugely beneficial thing and we're going to work to optimize it to the best deliveries in 2025 for sure.

Got it. And then can you share what the maximum capacity is of the Michigan facility from Roush if it were fully utilized hypothetically?

So the way we've done the production plan over the next couple years is, we can we could scale on a single plant up to 5,000 vehicles on two shifts But again, we'll be putting that plan together for what 2025, 2026, 2027 etc is with them over the next couple weeks.

Got it. Last question, do you think by the next call you could update us on what the production plan is, potential cost savings, and then what the new gross margin and EBITDA breakeven levels are based on volume that you've shared in the past?

Yes. Jeff, we're working really, really hard to update the plan. And we are very, very excited by this plan. It will take us a little bit longer. Remember, we just -- we announced a partnership last week, literally I think a week from today. And it will take us, I think, a little bit longer, but the moment we have it, we'll update you, update our customers, of course, and everybody. As Tali said, we already started to work with our customers to secure their production slot for the new plan and build that new plan. And I believe it's going to be very beneficial for REE.

Perfect. Thanks. That’s all I had.

Thank you.

Thank you. We have no further questions at this time. I will now hand back to Daniel Barel for closing remarks.

Thank you. Thank you, operator. And thank you everybody for joining our call today and being part of this story. Thank you again for all -- everybody at REE for putting such a hard and great work in this quarter and every day making us who we are. Thank you all. Have a great day.

This concludes today's conference call. Thank you all for participating. You may now disconnect your lines. Thank you.