Quick Summary:
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)UNAUDITED Nine months ended September 30, 2024 2023 Cash flows from operating activities: Net loss$(112,389) $(273,576) Adjustments to reconcile net loss to net cash used in operating activities: — Depreciation and amortization 10,597 10,632 Non-cash operating lease expense 2,647 2,504 Reorganization and related exit costs 16,055 — Inventory write-downs — 366 Stock-based compensation expense 13,730 23,451 Gain on fair value change of contingent earnout shares liability (41) (2,843) Gain on fair value change in warrants liability (60,463) (37,093) Gain on fair value change in derivative liability (40,144) (2,998) Gain on extinguishment of debt and other (22,650) 30,261 Loss on fair value change in derivative asset — 3,761 Loss on in fair value change in convertible debt and other 62,226 69,615 Non-cash debt discount 3,142 5,010 Non-cash interest expense 4,220 2,234 Financing charges incurred upon issuance of PPAs 1,820 — Other 849 839 Changes in assets and liabilities: Inventory (3,759) (3,096) Prepaid expenses and other current assets 2,502 (3,445) Other assets 737 (2,511) Accounts payable, accrued expenses, and other current liabilities 10,983 (14,546) Net cash used in operating activities (109,938) (191,435) Cash flows from investing activities: Purchases of property and equipment (9,730) (45,376) Net cash used in investing activities (9,730) (45,376) Cash flows from financing activities: Proceeds from sale of employee retention credits 9,013 — Payment of offering costs — (400) Proceeds from exercise of YA warrants — 21,223 Proceeds from issuance of shares under PIPEs — 11,750 Proceeds from employee stock purchase plan 128 866 Proceeds from issuance of shares under RDO, net of issuance cost — 50,961 Proceeds from convertible debenture — 107,545 Payment of transaction costs — (949) Proceeds for issuance of shares under ATM 3,681 1,155 Payment made on I-40 lease (2,314) — Proceeds from PPA, net of issuance costs 135,995 16,751 Repayment of PPAs (48,165) — Proceeds from preferred shares transaction 16,500 — Net cash provided by financing activities 114,838 208,902 Net decrease in cash, cash equivalents, and restricted cash (4,830) (27,909) Cash, cash equivalents, and restricted cash Cash, cash equivalents, and restricted cash, beginning of period 20,899 50,615 Cash, cash equivalents, and restricted cash, end of period$16,069 $22,706 — Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets — Cash and cash equivalents at end of period 1,533 8,260 Restricted cash, current at end of period 3,936 3,846 Restricted cash, non-current at end of period 10,600 10,600 Total cash, cash equivalents, and restricted cash at end of period shown in the Condensed Consolidated Statements of Cash Flows$16,069 $22,706 Non-GAAP Financial Measures EBITDA, Adjusted EBITDA, Adjusted Net Loss and Adjusted Earnings Per Share ("EPS") "EBITDA” is defined as net loss before interest expense, income tax expense or benefit, and depreciation and amortization.
GAAP measure as disclosed below for the three and nine months ended September 30, 2024 and 2023, respectively (in thousands): Three Months Ended September 30, 2024 2023 EBITDA Adjusted EBITDA Adjusted Net Loss EBITDA Adjusted EBITDA Adjusted Net LossNet income (loss) $3,258 $3,258 $3,258 $(111,974) $(111,974) $(111,974) Interest expense (a) 1,138 1,138 — 4,195 4,195 — Provision for income taxes — — — — — — Depreciation 3,752 3,752 — 1,495 1,495 — Reorganization and related exit costs — 16,055 16,055 — — — Gain on fair value change in contingent earnout shares liability — — — — (279) (279) Gain on fair value change in warrant and derivative liability — (61,771) (61,771) — (17,126) (17,126) Loss on fair value change in derivative asset — — — 3,761 3,761 Gain (Loss) on fair value change in convertible debt and other — (4,890) (4,890) — 69,615 69,615 Gain (Loss) on extinguishment of debt and other — 1,812 1,812 — 2,573 2,573 Other income (expense), net — 1 1 — 466 466 Financing charges incurred upon issuance of PPAs — 1,260 1,260 — — — Stock-based compensation — 1,647 1,647 — 6,908 6,908 Adjusted Non-GAAP amount $8,148 $(37,737) $(42,627) $(106,284) $(40,366) $(46,056) (a) Excluding $1,260 in non-recurring financing charges incurred upon issuance of PPAs shown separately above, as applicable, during 2024. US GAAP net income (loss) per share Basic N/A N/A $0.03 N/A N/A $(4.15) Diluted N/A N/A $(0.31) N/A N/A $(4.15) Adjusted Non-GAAP net income (loss) per share (Adjusted EPS): Basic N/A N/A $(0.54) N/A N/A $(1.71) Diluted N/A N/A $(0.54) N/A N/A $(1.71) Weighted-average common shares outstanding: Diluted N/A N/A 93,004 N/A N/A 27,012 Nine Months Ended September 30, 2024 2023 EBITDA Adjusted EBITDA Adjusted Net Loss EBITDA Adjusted EBITDA Adjusted Net LossNet income (loss) (112,389) (112,389) (112,389) $(273,576) $(273,576) $(273,576) Interest expense (a) 7,402 7,402 — 6,755 6,755 — Provision for income taxes — — — — — — Depreciation (b) 10,506 10,506 — 10,632 10,632 — Reorganization and related exit costs — 16,055 16,055 — — — Gain on fair value change in contingent earnout shares liability — (41) (41) — (2,843) (2,843) Gain on fair value change in warrant and derivative liability — (100,607) (100,607) — (40,091) (40,091) Loss on fair value change in derivative asset — — — — 3,761 3,761 Gain (Loss) on fair value change in convertible debt and other — 62,226 62,226 — 69,615 69,615 Gain (Loss) on extinguishment of debt and other — (22,650) (22,650) — 30,261 30,261 Other income (expense), net — (1,141) (1,141) — 2,256 2,256 Financing charges incurred upon issuance of PPAs — 2,170 2,170 — — — Stock-based compensation — 13,730 13,730 — 23,451 23,451 Adjusted Non-GAAP amount $(94,481) $(124,740) $(142,648) $(256,189) $(169,779) $(187,166) (a) Excluding $2,170 in non-recurring financing charges incurred upon issuance of PPAs shown separately above, as applicable, during 2024.(b) Includes $$92 recorded in cost of revenue during 2024 US GAAP net loss per share Basic N/A N/A $(1.73) N/A N/A $(12.20) Diluted N/A N/A $(1.73) N/A N/A $(12.20) Adjusted Non-GAAP net loss per share (Adjusted EPS): Basic N/A N/A $(2.14) N/A N/A $(8.34) Diluted N/A N/A $(2.14) N/A N/A $(8.34) Weighted-average common shares outstanding: Basic N/A N/A 66,645 N/A N/A 22,430 Diluted N/A N/A 66,645 N/A N/A 22,430 Forward-Looking Statements The information in this press release includes "forward-looking statements” within the meaning of the "safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except per share values)UNAUDITED Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 Revenue$891 $519 $1,497 $519 Cost of revenue 170 903 2,015 903 Gross margin 721 (384) (518) (384) Operating Expenses Research and development expenses, excluding depreciation 17,502 21,965 60,676 107,651 Selling, general and administrative expenses, excluding depreciation 22,604 24,925 77,276 85,195 Depreciation 3,752 1,495 10,505 10,632 Reorganization and related exit costs 16,055 — 16,055 — Total operating expenses 59,913 48,385 164,512 203,478 Loss from operations (59,192) (48,769) (165,030) (203,862) Other (Expense) Income Interest expense (2,398) (4,195) (9,572) (6,755) Gain on fair value change in contingent earnout shares liability — 279 41 2,843 Gain on fair value change in warrant and derivative liability 61,771 17,126 100,607 40,091 Loss on fair value change in derivative asset — (3,761) — (3,761) Gain (Loss) on fair value change in convertible debt and other 4,890 (69,615) (62,226) (69,615) Gain (Loss) on extinguishment of debt and other (1,812) (2,573) 22,650 (30,261) Other income (expense), net (1) (466) 1,141 (2,256) Income (Loss) before income taxes 3,258 (111,974) (112,389) (273,576) Provision for income taxes — — — — Net income (loss) and comprehensive income (loss) attributable to Canoo 3,258 $(111,974) (112,389) (273,576) Less: dividends on redeemable preferred stock 1,235 — 3,174 — Net income (loss) and comprehensive loss available to common shareholders$2,023 $(111,974) $(115,563) $(273,576) Per Share Data (1): Net income (loss) per share, basic$0.03 $(4.15) $(1.73) $(12.20) Net income (loss) per share, diluted$(0.31) $(4.15) $(1.73) $(12.20) Weighted-average shares outstanding, basic 79,395 27,012 66,645 22,430 Weighted-average shares outstanding, diluted 93,004 27,012 66,645 22,430 (1) Periods presented have been adjusted to reflect the 1-for-23 reverse stock split on March 8, 2024.CANOO INC.
