Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 01, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39598 | |
Entity Registrant Name | XOS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1550505 | |
Entity Address, Address Line One | 3550 Tyburn Street | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90065 | |
City Area Code | 818 | |
Local Phone Number | 316-1890 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 162,904,938 | |
Entity Central Index Key | 0001819493 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | XOS | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | XOSWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 207,388 | $ 10,359 |
Accounts receivable, net | 583 | 408 |
Inventories | 20,834 | 1,867 |
Prepaid expenses and other current assets | 17,840 | 56 |
Total current assets | 246,645 | 12,690 |
Property and equipment, net | 4,629 | 1,084 |
Other assets | 505 | 0 |
Total assets | 251,779 | 13,774 |
Liabilities | ||
Accounts payable | 12,468 | 1,168 |
Current portion of equipment loans payable | 151 | 142 |
Current portion of convertible notes payable | 0 | 18,360 |
Current portion of derivative liability | 0 | 6,394 |
Current portion of SAFE notes payable | 0 | 30 |
Legacy Xos Preferred Stock Warrant liability | 0 | 1,707 |
Other current liabilities | 2,836 | 5,142 |
Total current liabilities | 15,455 | 32,943 |
Equipment loans payable, net of current portion | 876 | 166 |
Contingent earn-out shares liability | 53,542 | 0 |
Common stock warrant liability | 19,963 | 0 |
Total liabilities | 89,836 | 33,109 |
Commitment and Contingencies | ||
Legacy Xos Preferred Stock – $0.0001 par value Series A – 27,041 shares authorized; 0 and 2,762 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 0 | 7,862 |
Stockholders’ Equity (Deficit) | ||
Common Stock $0.0001 par value, authorized 1,000,000 shares, 162,905 and 72,277 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 16 | 7 |
Preferred Stock $0.0001 par value, authorized 10,000 shares, 0 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Additional paid in capital | 177,533 | 290 |
Accumulated deficit | (15,606) | (27,494) |
Total stockholders’ equity (deficit) | 161,943 | (27,197) |
Total liabilities, Legacy Xos Preferred Stock and stockholders’ equity (deficit) | $ 251,779 | $ 13,774 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Legacy Xos preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Legacy Xos preferred stock, authorized (in shares) | 27,041,000 | 27,041,000 |
Legacy Xos preferred stock, issued (in shares) | 0 | 2,762,000 |
Legacy Xos preferred stock, outstanding (in shares) | 0 | 2,762,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 162,905,000 | 72,277,000 |
Common stock outstanding (in shares) | 162,905,000 | 72,277,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Total Revenues | $ 357 | $ 1,125 | $ 1,746 | $ 1,698 |
Cost of Goods Sold | 418 | 1,161 | 1,675 | 1,639 |
Gross Margin | (61) | (36) | 71 | 59 |
Operating Expenses | ||||
Research and development | 3,237 | 727 | 6,867 | 2,440 |
Sales and marketing | 549 | 65 | 700 | 142 |
General and administrative | 10,211 | 2,198 | 19,580 | 4,122 |
Depreciation | 248 | 66 | 628 | 214 |
Total Operating Expenses | 14,245 | 3,056 | 27,775 | 6,918 |
Loss from Operations | (14,306) | (3,092) | (27,704) | (6,859) |
Other Income (Expenses) | ||||
Interest expense | (65) | (867) | (78) | (2,186) |
Change in fair value of derivatives | 1,066 | 0 | 6,030 | 0 |
Change in fair value of contingent earn-out shares liability | 48,202 | 0 | 48,202 | 0 |
Write off of subscription receivable | 0 | 0 | (379) | 0 |
Realized loss on debt extinguishment | 0 | 0 | (14,104) | 0 |
Miscellaneous | (1) | 0 | (5) | 4 |
Total Other Income (Expenses) | 49,202 | (867) | 39,666 | (2,182) |
Net Income (Loss) | $ 34,896 | $ (3,959) | $ 11,962 | $ (9,041) |
Net income (loss) per share — basic (in dollar per share) | $ 0.31 | $ (0.05) | $ 0.14 | $ (0.13) |
Net income (loss) per share — diluted (in dollar per share) | $ (0.08) | $ (0.05) | $ (0.28) | $ (0.13) |
Weighted average shares outstanding — basic (in shares) | 113,797 | 72,277 | 86,192 | 72,145 |
Weighted average shares outstanding — diluted (in shares) | 148,791 | 72,277 | 121,186 | 72,145 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Legacy Xos Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Previously Reported | Recapitalization | Common Stock | Common StockPreviously Reported | Common StockRecapitalization | Add’l Paid-in Capital | Add’l Paid-in CapitalPreviously Reported | Add’l Paid-in CapitalRecapitalization | Accumulated Deficit | Accumulated DeficitPreviously Reported | Accumulated DeficitRecapitalization |
Temporary equity, beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | |||||||||
Temporary equity, beginning balance at Dec. 31, 2019 | $ 0 | $ 0 | $ 0 | |||||||||
Temporary equity, ending balance (in shares) at Mar. 31, 2020 | 0 | |||||||||||
Temporary equity, ending balance at Mar. 31, 2020 | $ 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 72,040,000 | 36,822,000 | 35,218,000 | |||||||||
Beginning balance at Dec. 31, 2019 | (10,534) | $ (10,534) | $ 0 | $ 4 | $ 4 | $ 0 | $ 289 | $ 289 | $ 0 | $ (10,827) | $ (10,827) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (1,237) | (1,237) | ||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 72,040,000 | |||||||||||
Ending balance at Mar. 31, 2020 | $ (11,771) | $ 4 | 289 | (12,064) | ||||||||
Temporary equity, beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | |||||||||
Temporary equity, beginning balance at Dec. 31, 2019 | $ 0 | $ 0 | $ 0 | |||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2020 | 0 | |||||||||||
Temporary equity, ending balance at Sep. 30, 2020 | $ 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 72,040,000 | 36,822,000 | 35,218,000 | |||||||||
Beginning balance at Dec. 31, 2019 | (10,534) | $ (10,534) | $ 0 | $ 4 | $ 4 | $ 0 | 289 | 289 | 0 | (10,827) | (10,827) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (9,041) | |||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 72,277,000 | |||||||||||
Ending balance at Sep. 30, 2020 | $ (19,563) | $ 4 | 301 | (19,868) | ||||||||
Temporary equity, beginning balance (in shares) at Mar. 31, 2020 | 0 | |||||||||||
Temporary equity, beginning balance at Mar. 31, 2020 | $ 0 | |||||||||||
Temporary equity, ending balance (in shares) at Jun. 30, 2020 | 0 | |||||||||||
Temporary equity, ending balance at Jun. 30, 2020 | $ 0 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 72,040,000 | |||||||||||
Beginning balance at Mar. 31, 2020 | (11,771) | $ 4 | 289 | (12,064) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock options exercised (in shares) | 78,000 | |||||||||||
Options exercised | 2 | 2 | ||||||||||
Stock based compensation expense | 4 | 4 | ||||||||||
Net income (loss) | (3,845) | (3,845) | ||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 72,118,000 | |||||||||||
Ending balance at Jun. 30, 2020 | $ (15,610) | $ 4 | 295 | (15,909) | ||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2020 | 0 | |||||||||||
Temporary equity, ending balance at Sep. 30, 2020 | $ 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock options exercised (in shares) | 358,000 | |||||||||||
Options exercised | 6 | 6 | ||||||||||
Stock repurchased (in shares) | (199,000) | |||||||||||
Stock repurchased | (3) | (3) | ||||||||||
Stock based compensation expense | 3 | 3 | ||||||||||
Net income (loss) | (3,959) | (3,959) | ||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 72,277,000 | |||||||||||
Ending balance at Sep. 30, 2020 | $ (19,563) | $ 4 | 301 | (19,868) | ||||||||
Temporary equity, ending balance (in shares) at Dec. 31, 2020 | 2,762,000 | 1,412,000 | 1,350,000 | |||||||||
Temporary equity, ending balance at Dec. 31, 2020 | $ 7,862 | $ 7,862 | $ 0 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 72,277,000 | 72,277,000 | 36,943,000 | 35,334,000 | ||||||||
Ending balance at Dec. 31, 2020 | $ (27,197) | $ (27,197) | $ 0 | $ 7 | $ 4 | $ 3 | 290 | 293 | (3) | (27,494) | (27,494) | 0 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Payment of subscription receivable | $ 2,430 | |||||||||||
Issuance of preferred shares (in shares) | 49,518,000 | |||||||||||
Issuance of Legacy Xos Preferred Stock, including note conversion | $ 66,701 | |||||||||||
Temporary equity, ending balance (in shares) at Mar. 31, 2021 | 52,280,000 | |||||||||||
Temporary equity, ending balance at Mar. 31, 2021 | $ 76,993 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Payment of subscription receivable | 306 | 380 | (74) | |||||||||
Stock options exercised (in shares) | 206,000 | |||||||||||
Options exercised | 3 | 3 | ||||||||||
Shares repurchased and retired (in shares) | (94,000) | |||||||||||
Stock repurchased and retired | (1) | (1) | ||||||||||
Stock based compensation expense | 2 | 2 | ||||||||||
Net income (loss) | (13,776) | (13,776) | ||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 72,389,000 | |||||||||||
Ending balance at Mar. 31, 2021 | $ (40,663) | $ 7 | 674 | (41,344) | ||||||||
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 2,762,000 | 1,412,000 | 1,350,000 | |||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 7,862 | $ 7,862 | $ 0 | |||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||||||
Temporary equity, ending balance at Sep. 30, 2021 | $ 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 72,277,000 | 72,277,000 | 36,943,000 | 35,334,000 | ||||||||
Beginning balance at Dec. 31, 2020 | $ (27,197) | $ (27,197) | $ 0 | $ 7 | $ 4 | $ 3 | 290 | $ 293 | $ (3) | (27,494) | $ (27,494) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of Common Stock upon merger, net of transaction costs (in shares) | 162,184,621 | |||||||||||
Issuance of PIPE common stock (in shares) | 19,600,000 | |||||||||||
Net income (loss) | $ 11,962 | |||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 162,905,000 | 162,905,000 | ||||||||||
Ending balance at Sep. 30, 2021 | $ 161,943 | $ 16 | 177,533 | (15,606) | ||||||||
Temporary equity, beginning balance (in shares) at Mar. 31, 2021 | 52,280,000 | |||||||||||
Temporary equity, beginning balance at Mar. 31, 2021 | $ 76,993 | |||||||||||
Temporary equity, ending balance (in shares) at Jun. 30, 2021 | 52,280,000 | |||||||||||
Temporary equity, ending balance at Jun. 30, 2021 | $ 76,993 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 72,389,000 | |||||||||||
Beginning balance at Mar. 31, 2021 | (40,663) | $ 7 | 674 | (41,344) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock options exercised (in shares) | 2,000 | |||||||||||
Stock based compensation expense | 2 | 2 | ||||||||||
Net income (loss) | (9,158) | (9,158) | ||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 72,391,000 | |||||||||||
Ending balance at Jun. 30, 2021 | $ (49,819) | $ 7 | 676 | (50,502) | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Legacy Xos Preferred Stock warrant exercise (in shares) | 625,000 | |||||||||||
Legacy Xos Preferred Stock warrant exercise | $ 2,715 | |||||||||||
Conversion of Legacy Xos Preferred Stock into Common Stock (in shares) | (52,905,000) | |||||||||||
Conversion of Legacy Xos Preferred Stock into Common Stock | $ (79,708) | |||||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||||||
Temporary equity, ending balance at Sep. 30, 2021 | $ 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock options exercised (in shares) | 315,000 | |||||||||||
Options exercised | 7 | 7 | ||||||||||
Conversion of Legacy Xos Preferred Stock into Common Stock (in shares) | 52,905,000 | |||||||||||
Conversion of Legacy Xos Preferred Stock into Common Stock | 79,772 | $ 5 | 79,767 | |||||||||
Issuance of Common Stock upon merger, net of transaction costs (in shares) | 17,694,000 | |||||||||||
Issuance of Common Stock upon merger, net of transaction costs | 20,721 | $ 2 | 20,719 | |||||||||
Issuance of PIPE common stock (in shares) | 19,600,000 | |||||||||||
Issuance of PIPE Common Stock | 196,000 | $ 2 | 195,998 | |||||||||
Recognition of Public and Private Warrants as liability | (17,891) | (17,891) | ||||||||||
Recognition of contingent earn-out shares liability | (101,744) | (101,744) | ||||||||||
Stock based compensation expense | 1 | 1 | ||||||||||
Net income (loss) | $ 34,896 | 34,896 | ||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 162,905,000 | 162,905,000 | ||||||||||
Ending balance at Sep. 30, 2021 | $ 161,943 | $ 16 | $ 177,533 | $ (15,606) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Legacy Xos Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Transaction costs | $ 55,424 | $ 55,424 | $ 0 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
OPERATING ACTIVITIES: | |||
Net income (loss) | $ 34,896 | $ 11,962 | $ (9,041) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | |||
Depreciation | 248 | 628 | 214 |
Non-cash interest expense | 0 | 2,186 | |
Write off of subscription receivable | 0 | 379 | 0 |
Realized loss on debt extinguishment | 0 | 14,104 | 0 |
Change in fair value of derivatives | (1,066) | (6,030) | 0 |
Change in fair value of contingent earn-out shares liability | (48,202) | (48,202) | 0 |
Stock-based compensation expense | 5 | 7 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (175) | (904) | |
Inventories | (18,967) | (1,616) | |
Prepaid expenses and other current assets | (17,784) | (278) | |
Other assets | (505) | (376) | |
Accounts payable | 11,300 | (346) | |
Other current liabilities | 150 | 305 | |
Net cash used in operating activities | (53,135) | (9,849) | |
INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (3,343) | (427) | |
Net cash used in investing activities | (3,343) | (427) | |
FINANCING ACTIVITIES: | |||
Proceeds from reverse merger, net | 20,721 | 0 | |
Proceeds from PIPE investment | 196,000 | 0 | |
Proceeds from issuance of shares of Legacy Xos Preferred Stock | 31,757 | 1,646 | |
Proceeds from subscription receivable – preferred | 2,430 | 0 | |
Proceeds from issuance of convertible notes | 0 | 13,440 | |
Proceeds from exercise of Legacy Xos Preferred Stock warrant | 2,700 | 2,715 | 0 |
Principal payment of equipment loans | (126) | (60) | |
Proceeds from stock option exercises | 10 | 0 | |
Net cash provided by financing activities | 253,507 | 15,026 | |
Net increase in cash and cash equivalents | 197,029 | 4,750 | |
Cash and cash equivalents, beginning of period | 10,359 | 19 | |
Cash and cash equivalents, end of period | 207,388 | 207,388 | 4,769 |
Supplemental disclosure of non-cash financing activities | |||
Conversion of interest payable on convertible notes | 2,453 | 0 | |
Fair value adjustment of related party debt at conversion | 3,763 | 0 | |
Issuance of Legacy Xos Preferred Stock, including note conversion | 34,918 | 0 | |
Conversion of notes payable into Legacy Xos Preferred Stock | 21,540 | 0 | |
Conversion of Legacy Xos Preferred Stock into Common Stock | 79,708 | 0 | |
Assumption of Public and Private Warrants | 17,891 | 0 | |
Recognition of earn-out shares liability | 101,744 | 0 | |
Transaction costs relating to the reverse merger offset against additional paid-in capital | $ 55,424 | $ 55,424 | $ 0 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Xos, Inc. and its wholly owned subsidiaries (collectively, the “Company” or “Xos”) is a mobility solutions company manufacturing Class 5 to 8 battery-electric commercial vehicles and facilitating fleet operations. Xos developed the X-Platform (its proprietary, purpose-built vehicle chassis platform) and the X-Pack (its proprietary battery system) specifically for the medium- and heavy-duty commercial vehicle segment with a focus on last-mile commercial fleet operations. Xos’ “Fleet-as-a-Service” package offers customers a comprehensive suite of commercial products and services to facilitate electric fleet operations and seamlessly transition their traditional combustion-engine fleets to battery-electric vehicles. Xos Fleet, Inc. (“Legacy Xos”), the new legal entity name of the legacy Xos operating entity and Rivordak, Inc. (“Rivordak”), the subsidiary holding a dealership license to re-sell Xos vehicles to fleet customers, are wholly owned subsidiaries of Xos, Inc., and make up 100% of the operations of the Company. Business Combination Xos, Inc. was initially incorporated on July 29, 2020 as a Cayman Islands exempted company under the name “NextGen Acquisition Corporation” (“NextGen”). On August 20, 2021, as contemplated by the Agreement and Plan of Merger, as amended on May 14, 2021, by and among NextGen, Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of NextGen (“Merger Sub”), and Xos, Inc., a Delaware corporation (now known as Xos Fleet, Inc., “Legacy Xos”), consummated the merger transactions contemplated by the Merger Agreement (the “Closing”), whereby (i) Merger Sub merged with and into Legacy Xos, the separate corporate existence of Merger Sub ceased and Legacy Xos became the surviving corporation and a wholly owned subsidiary of NextGen (such transaction the “Merger” and, collectively with the Domestication, the “Business Combination”). As a result, Xos became the publicly traded entity listed on the Nasdaq Global Market. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement declared effective pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time the Company is no longer considered to be an emerging growth company. At times, the Company may elect to early adopt a new or revised standard. Risks and Uncertainties Global Pandemic and Coronavirus Response: On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of COVID-19 include restrictions on travel, quarantines in certain areas, and forced closures for certain types of public places and businesses. COVID-19 and actions taken to mitigate its spread have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the areas in which the Company operates. As the COVID-19 pandemic continues to evolve, the Company believes the extent of the impact to its business, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the COVID-19 pandemic, the pandemic’s impact on the United States and global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. Those primary drivers are beyond the Company’s knowledge and control, and as a result, at this time the Company is unable to predict the cumulative impact, both in terms of severity and duration, that the COVID-19 pandemic will have on its business, operating results, cash flows and financial condition. However, the impact of the COVID-19 pandemic could be material if the current circumstances continue to exist for a prolonged period of time or worsen. Although the Company has used the best current information available to it in its estimates, actual results could materially differ from the estimates and assumptions developed by management. Accordingly, it is reasonably possible that the estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, and if so, the Company may be subject to future impairment losses related to long-lived assets as well as changes to recorded reserves and valuations. Supply Chain Disruptions Negative global economic conditions, which the COVID-19 pandemic has contributed to, has impacted our ability to source certain critical inventory items. The series of restrictions imposed and the speed and nature of the recovery in response to the pandemic have placed burdens on our supply chain management, such as the semiconductor chip and battery cell shortage and supply limitations on vehicle bodies and aluminum. Despite supply chain disruptions, we have continued to source inventory for our vehicles and our purchasing team has been working with vendors to find alternative solutions to areas where there are supply chain constraints, and where appropriate and critical, has placed orders in advance of projected need to ensure inventory is able to be delivered in time for production plans. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying unaudited condensed consolidated financial statements: Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Legacy Xos and Rivordak. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (primarily consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2020, 2019 and 2018 presented in the Company’s registration statement filed with the Securities and Exchange Commission (“SEC”) and declared effective September 23, 2021. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenues and expenses during the reporting periods. The areas with significant estimates and judgments include, among others, share-based compensation, the fair value of the Company’s Common Stock and Preferred Stock, valuation of the convertible notes and the related embedded derivative, SAFE Note (as defined below), Warrants and warrant liability on Legacy Xos Preferred Stock. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s financial statements. Revenue Recognition The Company generates revenue from the sale of its battery-electric fleet of commercial vehicles and battery-electric systems, the licensing of its software systems, and warranty contracts. There were no warranty contracts with material financial impact as of September 30, 2021. The Company recognizes revenue consisting of product sales, inclusive of shipping and handling charges, net of estimates for customer allowances. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. All revenue is recognized when the Company satisfies its performance obligations under the contract. Any deposits from customers represent contract liabilities, which are included in “other current liabilities” on the condensed consolidated balance sheet. The Company recognizes revenue by transferring the promised products to the customer, with the revenue recognized at the point in time the customer takes control of the products. The Company recognizes revenue for shipping and handling charges at the time the products are delivered to or picked up by the customer. The majority of its contracts have a single performance obligation, which is met at the point in time that the product is delivered, and title passes to the customer, and are short term in nature. The following table presents the revenue disaggregation by type (in thousands) : Three Months Ended September 30 Nine Months Ended September 30 2021 2020 2021 2020 Powertrains $ 357 $ 777 $ 1,073 $ 1,350 Stepvans & vehicle incentives — 348 673 348 Total Revenues $ 357 $ 1,125 $ 1,746 $ 1,698 Inventories Inventories consisted of parts and work-in-progress inventories. As of September 30, 2021 and December 31, 2020, inventory amounted to $20.8 million and $1.9 million, respectively. Inventories are stated at the lower of cost or net realizable value. Cost is computed using average cost. Inventory write-downs are based on reviews for obsolescence determined primarily by future demand forecasts. Fair Value of Financial Instruments ASC 820, Fair Value Measurements and Disclosures , clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels: • Level 1: Quoted prices in active markets for identical assets and liabilities. • Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable. • Level 3: Significant inputs to the valuation model are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, other current liabilities, Warrants, the Legacy Xos Preferred Stock Warrant (defined below), convertible notes and the associated derivative liability. The fair value of cash and accounts receivable approximates carrying value due to their short-term maturity. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Derivative financial instruments which are required to be measured at fair value on a recurring basis are measured at fair value using Level 3 inputs for all periods presented. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. There were no transfers into or out of Level 3 during the three and nine months ending September 30, 2021 and 2020. The following tables summarize the Company’s assets and liabilities measured at fair value of a recurring basis as of September 30, 2021 and December 31, 2020 (in thousands) : September 30, 2021 Total Level 1 Level 2 Level 3 Financial Liabilities: Private Placement Warrants $ 6,713 $ — $ 6,713 $ — Public Warrants 13,250 13,250 — — Contingent earn-out shares liability 53,542 — — 53,542 Total $ 73,505 $ 13,250 $ 6,713 $ 53,542 December 31, 2020 Total Level 1 Level 2 Level 3 Financial Liabilities: Derivative liability on convertible notes $ 6,394 $ — $ — $ 6,394 Legacy Xos Preferred Stock Warrant 1,707 — — 1,707 Total $ 8,101 $ — $ — $ 8,101 The changes in the fair value of the financial liabilities during the nine months ended September 30, 2021 follow (in thousands) : Private Placement Warrants Public Warrants Contingent Derivative Liability on Convertible Notes Legacy Xos Preferred Stock Warrant Fair value at December 31, 2020 $ — $ — $ — $ 6,394 $ 1,707 Release due to extinguishment of convertible notes — — — (6,394) — Release due to warrant exercise — — — — (3,136) Initial recognition upon merger consummation 6,017 11,875 101,744 — — Change in fair value during the period 696 1,375 (48,202) — 1,429 Fair value at September 30, 2021 $ 6,713 $ 13,250 $ 53,542 $ — $ — Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes , under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Share-Based Compensation The Company accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation , under which shared based payments that involve the issuance of Common Stock to employees and non-employees and meet the criteria for equity-classified awards are recognized in the financial statements as compensation expense based on the fair value on the date of grant. Prior to the Business Combination the Company issued stock options to purchase shares of common stock (“Options”) to employees and non-employees under the Xos, Inc. 2018 Stock Plan (the “2018 Stock Plan”). The Company allows employees to exercise options prior to vesting. The Company considers the consideration received for the early exercise of an option to be a deposit and the related amount is recorded as a liability. The liability is relieved when the options vest. The Company has the right to repurchase any unvested (but issued) shares upon termination of service of an employee at the original exercise price. The Company stopped issuing options under the 2018 Stock Plan in the fourth quarter of 2020. The Company estimates the fair value of options on the date of the grant using the Black-Scholes option pricing model. Each of the Black-Scholes inputs generally require significant judgement, including the assumptions discussed below. • Fair value of Common Stock – equals the closing stock price on the day of award grant. • Expected term – the expected term represents the period that the Company’s Options are expected to be outstanding and is determined based on the “simplified” method, as prescribed in SEC Staff Accounting Bulletin (SAB) No. 107. The expected term of non-employee options is equal to the contractual term. • Risk-free rate – the risk-free interest rate is based on the interest rate payable on the U.S. Treasury securities with an equivalent expected term of the options. • Expected volatility – the Company determines the price volatility factor based on the historical volatilities of several publicly listed peer companies as the Company does not have trading history for its Common Stock. • Expected dividend yield – the expected dividend yield assumption is based on the Company’s current expectations about its anticipated dividend policy. Recent Accounting Pronouncements Issued and Adopted: ASC 718, Compensation — Stock Compensation: In June 2018, the FASB issued ASC 718, Compensation — Stock Compensation, as part of its simplification initiative to identify and refine areas where cost and complexity can be refined while providing more useful information to users of financial statements. The new guidance requires equity classified share-based payment awards issued to nonemployees to be measured on the grant date, instead of being re-measured through the performance completion date under the previous guidance. The Company adopted ASC 718 as part of its issuance and implementation of the 2018 Stock Plan. Recent Accounting Pronouncements Issued and not yet Adopted: ASC 842, Leases: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), as subsequently amended, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors), and replaces the existing guidance in ASC 840, Leases. The new standard also requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company is required to adopt the standard on January 1, 2022 and is currently evaluating the full impact that ASU 2016-02 will have on the financial statements and related disclosures. The adoption of the new lease standard on January 1, 2022 will likely have a material impact on the Company’s consolidated financial statements, the most significant of which would be the recognition of ROU assets and lease liabilities for operating leases on the consolidated balance sheet. |
Recapitalization and Contingent
Recapitalization and Contingent Earn-out Shares Liability | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Recapitalization and Contingent Earn-out Shares Liability | Recapitalization and Contingent Earn-out Shares Liability Recapitalization As discussed in Note 1, on August 20, 2021, Legacy Xos and NextGen consummated the Business Combination contemplated by the Merger Agreement. Xos has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Xos stockholders have the largest voting interest in the post-combination company; • The board of directors of Xos is authorized to be up to nine members and had six members designated at the time of closing, and Xos having the ability to nominate the majority of the members of the board of directors as of closing; • Xos management holds executive management roles (including Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and Chief Technology Officer, among others) for the post-combination company and is responsible for the day-to-day operations; • The post-combination company assumed the Xos name: “Xos, Inc.”; and • The intended strategy of the post-combination entity continued Legacy Xos’ strategy of being a leader in the electric vehicle industry. Accordingly, all historical financial information presented in these combined and consolidated financial statements represents the accounts of Legacy Xos and its wholly owned subsidiaries “as if” Legacy Xos is the predecessor and legal successor. The historical operations of Legacy Xos are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of Legacy Xos prior to the business combination; (ii) the combined results of NextGen and Legacy Xos following the Business Combination; and (iii) the assets and liabilities of Legacy Xos at their historical cost. No step-up basis of intangible assets or goodwill was recorded in the business combination transaction consistent with the treatment of the transaction as a reverse capitalization. In connection with the Business Combination, each share of Legacy Xos Common Stock and Legacy Xos Preferred Stock issued and outstanding immediately prior to the Business Combination (with each share of Legacy Xos Preferred Stock being treated as if it were converted into Legacy Xos Common Stock immediately prior to the Business Combination) converted into the right to receive 1.956440 shares (the “Exchange Ratio”) of Common Stock. Also, in connection with the Business Combination, the following occurred: • the merger of Legacy Xos into a wholly owned subsidiary of NextGen, with Legacy Xos surviving the merger as a wholly owned subsidiary of NextGen, with the combined company is referred to as “Xos”; • 142,584,621 shares of Common Stock issued, including: (i) the Legacy Xos’ Common Stock, and (ii) Legacy Xos’ Preferred Stock, including the exercise and conversion of Legacy Xos’ Preferred Stock warrant (as if the Legacy Xos Preferred Stock had converted into the Legacy Xos’ Common Stock immediately prior to the reverse merger); • the issuance and sale of 19,600,000 shares of Common Stock (PIPE investment) for a purchase price of $10.00 per share and an aggregate purchase price of $196.0 million (which excludes the sale of 2,000,000 shares in the aggregate for a purchase price of $10.00 per share and an aggregate purchase price of $20.0 million pursuant to an offering of Common Stock by the founders of Legacy Xos). On the Closing Date, one of the PIPE Investors, Grantchester C Change, LLC., did not fund their $4.0 million committed amount under the binding Subscription Agreement.; • the settlement of the outstanding underwriting fees incurred in connection with the initial public offering of NextGen on October 9, 2020, for which the final cash amount owed was $11.2 million; • the settlement of the direct and incremental transaction costs incurred prior to, or concurrent with, the closing of the business combination in the amount of $44.2 million, which are recorded as reduction to additional paid-in capital; • the recognition of contingent earn-out interests provision as liability with a fair value of $101.7 million on the day of the merger consummation; and, • the assumption of the Public Warrants (12,499,964 units) and Private Placement Warrants (6,333,334 units) at fair value of $17.9 million on the day of merger consummation. The net proceeds from the Business Combination, as reported in the consolidated statement of cash flows for the nine months ended September 30, 2021, within the financing section are summarized below (in thousands) : Cash from NextGen trust, net of redemptions $ 76,145 Cash from PIPE investment 196,000 Less: fees paid to the underwriters, including NextGen’s IPO underwriters (24,285) Less: other transaction costs (31,139) Net cash received from the business combination $ 216,721 The number of shares of Common Stock issued in connection with the transaction follows: Third party PIPE investors 19,600,000 NextGen sponsor and related parties 7,613,884 NextGen public shareholders 9,375,000 Xos stockholders 125,595,737 Total shares of Common Stock issued in the Business Combination 162,184,621 Contingent Earn-out Shares Liability The Company has a contingent obligation to issue 16.2 million shares (the “Earn-out Shares”) of Common Stock and grant 261,000 restricted stock units (“Earn-out RSUs”) to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods following the Business Combination on August 20, 2021. The Earn-out Shares will be issued in tranches based on the following conditions: i. If the volume-weighted average closing share price (“VWAP”) of the Common Stock equals or exceeds $14.00 per share for any 10 trading days within any consecutive 20-trading day period between the merger closing date and the five year anniversary of such closing date (“Earn-out Period”), then the Company is required to issue an aggregate of 5.4 million shares (“Tranche 1 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 1 Earn-out Shares when the value per share of the Company is equal to or greater than $14.00 per share, but less than $20.00. If there is a change in control where the value per share of commons stock is less than $14.00, then the Earn-out Shares shall terminate prior to the end of the Earn-out Period and no common stock shall be issuable. ii. If the VWAP of the Common Stock equals or exceeds $20.00 per share for any 10 trading days within any consecutive 20-trading day period during the Earn-out Period, then the Company is required to issue an aggregate of 5.4 million shares (“Tranche 2 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 2 Earn-out Shares when the value per share of the Company is equal to or greater than $20.00 per share, but less than $25.00. iii. If the VWAP of the Common Stock equals or exceeds $25.00 per share for any 10 trading days within any consecutive 20-trading day period during the Earn-out Period, then the Company is required to issue an aggregate of 5.4 million shares (“Tranche 3 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 3 Earn-out Shares when the valuer per share of the Company is equal to or greater than $25.00 per share. Pursuant to the guidance under ASC 815, Derivatives and Hedging, the right to Earn-out Shares was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period is recognized in the condensed consolidated statement of operations accordingly. The fair value of the Earn-out Shares liability was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. As of August 20, 2021, the initial fair value of the Earn-out Shares liability was recognized at $101.7 million with a corresponding reduction from the additional paid-in capital in stockholders’ (deficit) equity. As of September 30, 2021, the fair value of the Earn-out Shares liability was estimated to be $53.5 million. The Company recognized a gain on the fair value change in Earn-out Shares liability of $48.2 million in its condensed consolidated statements of operations for the three and nine months ended September 30, 2021. In regards the Earn-out RSUs, which is covered by ASU 718, Compensation — Stock Compensation . the allocated fair value to the Earn-out RSU component will be recognized as share-based compensation expense over the vesting period commencing on the grant date of the award. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes Between 2016 through 2020, the Legacy Xos issued approximately $21.5 million of convertible notes payable, with maturities ranging from ten years to less than one year at issuance. The convertible notes were to be automatically converted upon Legacy Xos obtaining additional equity financing, or in some cases, a change in control. Proceeds from the converted note issuances were primarily used to fund Legacy Xos’ operations during these periods. As of September 30, 2021, Legacy Xos converted all $21.5 million of convertible notes to Legacy Xos’ Preferred Stock, which was converted to Common Stock upon merger consummation. At December 31, 2020, the carrying value of the convertible notes, which approximates fair value, was as follows ( in thousands ): December 31, 2020 Convertible notes, current portion $ 21,540 Debt discount recognized (4,884) Debt discount amortized 1,704 Net convertible notes, current portion $ 18,360 All of the converted notes bore simple interest at a rate of 8.0%. Interest on the notes was accumulated until the earlier of maturity or a transaction that triggered exercise of the conversion feature. All of the notes were unsecured and had varying maturity dates, as described below. For disclosure purposes, management has divided the convertible notes into three groups: Group 1 Converted Notes, Group 2 Converted Notes, and a Group 3 Converted Note. Group 1 Converted Notes Group 1 Converted Notes consisted of notes with an aggregated issue amount of $6.4 million, with ten years maturities ranging from December 2026 to July 2029, and that provide for two distinct resolutions: (a) payment of principal and accrued interest in cash at maturity, or (b) conversion to a form of equity interest in Legacy Xos at the lesser of (i) eighty percent (80%) to ninety percent (90%) of the per share price of the equity issued in the qualified financing or (ii) a valuation cap divided by a fully diluted capitalization. Principal and accrued interest is payable at the maturity date. The valuation cap ranges from $10,000 to $200,000 and varies by issuance. The conversion at a discount to the subsequent qualified financing was evaluated as an embedded put feature requiring bifurcation as a separately recorded derivative liability instrument. The conversion based upon the stated valuation cap and fully diluted capitalization was evaluated as a conversion feature and did not require bifurcation as an embedded derivative. This conversion feature had zero intrinsic value on the commitment date. The bifurcated derivative feature of the Group 1 Converted Notes was recorded as a debt discount which is amortized to interest expense over the life of the respective converted note. The Company incurred debt discounts totaling $0.5 million related to the conversion feature. The unamortized debt discounts at conversion, equaled $1.2 million at conversion and were eliminated upon conversion in accordance with ASC 470. Group 2 Converted Notes Group 2 Converted Notes consisted of notes with an aggregated issue amount of $14.1 million, with varying maturities ranging from March 2021 to August 2030, and of varying issuance dates that provide for four distinct resolutions: (a) payment of principal and accrued interest in cash at maturity, (b) conversion to a form of equity interest in Legacy Xos issued in a subsequent qualified financing at the lesser of (i) eighty percent (80%) to ninety percent (90%) of the per share price of the equity issued in the qualified financing or (ii) a valuation cap of $60,000,000 divided by the fully diluted capitalization, or (c) following certain corporate transactions, including a change in control a settlement in cash at an amount equal to the accrued interest plus three times the principal balance of the note or converted into Common Stock at a price per share equal to a valuation cap of $60,000,000 divided by the fully diluted capitalization, or (d) optionally converted into Common Stock at maturity at a per share price obtained by dividing $30,000,000 valuation cap by the fully diluted capitalization. Principal and accrued interest is payable on the maturity date. The conversion at a discount to the subsequent qualified financing, and the cash settlement following certain corporate transactions, were evaluated as embedded put features requiring bifurcation as a separately recorded derivative instruments. The conversion based upon the stated valuation cap and fully diluted capitalization was evaluated as a conversion feature and did not require bifurcation as an embedded derivative. This conversion feature had zero intrinsic value on the commitment date. The fair value of the bifurcated derivatives of the Group 2 Converted Notes was recorded as a debt discount which is amortized to interest expense over the life of the respective converted note. The Company incurred debt discounts totaling $5.2 million. The unamortized debt discounts at conversion, equaled $4.0 million at conversion and were eliminated upon conversion in accordance with ASC 470. Group 3 Converted Note The Group 3 Converted Note is a single note with a $1.0 million issue amount in December 2018, maturing in December 2020. This note was converted in the first quarter of fiscal year 2021. The noteholder elected to wait for conversion rather than collect the principal and accrued interest amounts. The Group 3 Converted Note allowed for payment in cash at maturity or, in the event of a conversion event, a conversion of the principal and accrued interest of the note into two percent (2%) of the outstanding equity of the Company after the conversion transaction. The conversion into 2% of the outstanding equity was evaluated as a conversion feature and did not require bifurcation as an embedded derivative. This conversion feature had zero intrinsic value on the commitment date, accordingly, no discount on the debt issuance was recorded and no discount had been amortized during the periods under presentation. However, during the fourth quarter of 2020, it became evident that all the converted notes were likely to be exercised and it was possible to determine an intrinsic value of the conversion feature. Accordingly, as of September 30, 2021, the Company recognized a discount on the converted note of $0.6 million and an offsetting derivative liability in the same amount. Due to the immediacy of conversion, the discount on the Group 3 Converted Note was not amortized. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note And Temporary Equity [Abstract] | |
Equity | Equity Xos Common and Preferred Stock The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is 1,010,000,000 shares. 1,000,000,000 shares shall be Common Stock, each having a par value of one-hundredth of one cent ($0.0001). 10,000,000 shares shall be Preferred Stock, each having a par value of one-hundredth of one cent ($0.0001). Voting Rights : Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Company for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock). Preferred Stock : The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Company (the “Board of Directors”) is hereby expressly authorized to provide for the issue of all or any number of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the DGCL. The Board of Directors is also expressly authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. Legacy Xos’ Preferred Stock During the fourth quarter of 2020, Legacy Xos executed a financing round and issued shares of preferred stock (the “2020 Series A Financing’’). The 2020 Series A Financing included the authorization of 25,794,475 shares of Legacy Xos Preferred Stock in classes A through A-10. The shares of Class A Legacy Xos Preferred Stock was allocated to investors who contributed new money to Legacy Xos, while the shares of Class A-1 through A-10 Legacy Xos Preferred Stock were issued in exchange to convertible note holders. As part of this raise, 1,411,764 shares of Class A Legacy Xos Preferred Stock and one warrant exercisable for 319,411 shares of Class A Legacy Xos Preferred Stock were issued for aggregate cash proceeds of $9.6 million and a subscription receivable for $2.4 million. During the quarter ended March 31, 2021, the Legacy Xos issued an additional 3,739,846 shares of Class A Legacy Xos Preferred Stock raising $31.8 million in cash proceeds, and the conversion of the SAFE Note (refer to Note 8). As part of this transaction, Legacy Xos converted $21.5 million of convertible notes and $2.5 million in accrued interest into 21,570,308 shares of Class A-1 through A-10 Legacy Xos Preferred Stock. These exchanges from convertible notes into shares of Legacy Xos Preferred Stock included transactions with both related and unrelated parties. The differences between the total carrying value of the converted notes held by third parties, and the fair value of the issued shares of Legacy Xos Preferred stock, was recorded as realized loss on debt extinguishment in the consolidated statement of operations. We have determined the fair value of the issued shares of Legacy Xos Preferred Stock in connection with the note conversion using market rates experienced in other non-related party transactions, through the issuance of shares of Legacy Xos Preferred Stock. As some of the converted third-party notes have voting rights and others do not, the fair value of non-voting shares were reduced by 3%. Concurrent with the Business Combination, outstanding shares of Legacy Xos Preferred Stock were converted into shares of Common Stock in accordance with the Exchange Ratio. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Public and Private Placement Warrants As of September 30, 2021, the Company had 12,499,964 Public Warrants and 6,333,334 Private Placement Warrants outstanding, with fair values of $13.2 million and $6.7 million, respectively. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire on August 20, 2026 or earlier upon redemption or liquidation. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire on August 20, 2026 or earlier upon redemption or liquidation. The Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants became exercisable; provided that the Company has an effective registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement). A registration statement was filed with the SEC covering the issuance of the Common Stock issuable upon exercise of the Warrants, and the Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Common Stock until the Public Warrants expire or are redeemed. If the shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Common Stock issuable upon exercise of the Private Placement Warrants were not be transferable, assignable or salable until September 19, 2021, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of Warrants for cash when the price per Common Stock equals or exceeds $18.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described above with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and • if, and only if, the last reported sale price of Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like). The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those Common Stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Common Stock when the price per share equals or exceeds $10.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (including both Public Warrants and Private Placement Warrants): • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Common Stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Common Stock shall mean the average reported last sale price of Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. In no event will the Company be required to net cash settle any Warrant. The Warrants may also expire worthless. Warrant Liability on Legacy Xos Preferred Stock In connection with the Series A Financing (see Note 4), the Company issued one warrant to a holder of Legacy Xos Preferred Stock (the “Legacy Xos Preferred Stock Warrant”), which permitted a purchase of up to 319,411 shares of Class A Legacy Xos Preferred Stock at an exercise price of $8.50. The Legacy Xos Preferred Stock Warrant was exercisable for 5 years from issuance date and expires on 2025 or earlier upon the consummation of a liquidation event or a SPAC transaction. The Company has classified this Level 3 derivative instrument as a liability, with fair value changes flowing through the consolidated statements of operations. The Company recognized a warrant liability on the Legacy Xos Preferred Stock Warrant based on its current fair value $1.7 million as of December 31, 2020, respectively. As of June 30, 2021, due to proximity of the expected consummation of the Business Combination, the valuation of the Legacy Xos Preferred Stock Warrant was determined using the probability weighted expected return method (“PWERM”) framework, incorporating the weighting of likely two (2) scenarios, as described more fully below: a. Merger/public scenario : 75% probability of occurrence with per share value determined on a discounted basis using post-merger equity value of existing Xos stockholders less expected proceeds from the exercise of the Legacy Xos Preferred Stock Warrant. b. Private scenario : 25% probability of occurrence with per share value determined based on equal 50-50 weighting of the (i) market approach (i.e., average revenue multiples derived from our peer group under the guideline public company method) and (ii) income approach (i.e., utilizing the company’s projections under the discounted cashflow method). As of December 31, 2020, the valuation of the Legacy Xos Preferred Stock Warrant was determined based on Black-Scholes option pricing model utilizing the following assumptions: Expected dividend yield 0% Standard deviation of share price 0.80 Expected term 5 years Risk-free interest rate 0.36% Grant-date fair value (estimated) $8.50 During the quarter ended September 30, 2021, the Legacy Xos Preferred Stock Warrant was exercised, resulting in a proceeds of $2.7 million. Embedded Derivative Liability on Convertible Notes The convertible notes were principally a debt financial instrument host containing embedded features and for options which would otherwise be required to be bifurcated from the debt hosts and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815. The Company determined that, with the 2020 Series A Financing (see Note 4), the likelihood of the notes converting had risen to a near certainty as of December 31, 2020. Accordingly, the related derivative liability for these notes were revalued assuming a probability of 100% for conversion according to the notes’ terms, causing the associated derivative liability to be valued at $6.4 million as of December 31, 2020. The fair value of the derivative liability was estimated using a probability weighted assessment of the settlement value. The significant unobservable inputs to the fair value calculation are the estimated probability that settlement will occur as well as the timing of such settlement. These are subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, these techniques are highly volatile and sensitive to changes in inputs. Because derivative financial instruments are initially and subsequently carried at fair values, the Company’s income will reflect the volatility in these estimates and assumption changes. The Company has determined that as a result of the conversion, the probability of settlement occurring increased to 100% and adjusted the fair value of derivative liability accordingly. The carrying value of the embedded derivative on the convertible notes was recorded as a derivative liability on the consolidated balance sheet. As of December 31, 2020, the embedded derivative liability was presented in the current classification, reflecting the Company’s anticipation of a conversion exercise. As of September 30, 2021, there was no associated balance in the derivative liability as a result of the conversion in conjunction with the Series A Financing. See Note 4 for further details. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation2018 Stock Plan On November 27, 2018, the Legacy Xos’ board of directors and stockholders adopted the 2018 Stock Plan. There are no shares available for issuance under the 2018 Stock Plan, however, the 2018 Stock Plan continues to govern the terms and conditions of the outstanding awards granted under the 2018 Stock Plan. Options As of September 30, 2021 there were 2,016,933 Options outstanding under the 2018 Stock Plan. The amount and terms of Option grants were determined by the board of directors of Legacy Xos. The Options granted under the 2018 Stock Plan generally expire within 10 years from the date of grant and generally vest over 4 years, at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service. 2021 Equity Plan On August 19, 2021 the Company’s stockholders approved the 2021 Equity Plan, which was ratified by the Company’s board of directors on August 20, 2021. The 2021 Equity Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) to employees, including employees of any parent or subsidiary, and for the grant of no statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of Xos’ affiliates. As of September 30, 2021, there were 3,284,383 shares of Common Stock available for issuance under the 2021 Equity Plan and no equity awards outstanding. The Company recognized stock-based compensation expense for the nine months ended September 30, 2021, and 2020 totaling approximately $10,000 and $7,000, respectively. |
SAFE Notes
SAFE Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SAFE Notes | SAFE Notes On October 30, 2020, the Company entered into a SAFE agreement (Simple Agreement for Future Equity) totaling $30,000 issued to Elemental Excelerator (the “SAFE” Note”). Conversion or cash-out events: In the event of an equity financing in which the Company issues and sells Preferred Stock for the purpose of raising capital and upon approval by the Company’s Board of Directors, the SAFE Notes will convert into a series of Preferred Stock of the company. The SAFE Note will convert into a number of shares of preferred stock equal to the quotient obtained by dividing (x) the principal amount of the SAFE Note by (y) the product of (A) the applicable price per share in the then-applicable financing round and (B) 80%. The SAFE Note holder will either receive cash for its notes, or Common Stock if a liquidity event were to occur before the expiration or termination of the SAFE Note. In the event of a dissolution, the SAFE Note holder will receive the purchase amount, due and payable immediately prior to, or concurrent with, the consummation of the dissolution event. The SAFE Note will terminate or expire upon either the issuance of capital stock to the investor, or payment of the amount due to the investor. Preference upon dissolution: Should the Company dissolve or wind-up operations prior to a conversion or cash-out event, the SAFE Note holder will be paid back their purchase amount prior to the distribution of assets to Common Stock investors and concurrent with payments for other Convertible Securities and/or Preferred Stock. As part of its February 2021 meeting, the Company’s Board approved the conversion of the SAFE Note to Class A Preferred shares. The SAFE Note holder contributed an additional $620,000 in cash and the $30,000 SAFE Note in exchange for 76,471 preferred shares. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of insurance premiums, deposits for equipment, and software licenses which have been paid and are being amortized over the policy years. Refer to the table below for details (in thousands): Prepaid Expenses and Other Current Assets September 30, 2021 December 31, 2020 Deposits (primarily deposits relating to equipment purchases) $ 4,085 $ — Prepaid insurance 6,946 48 Prepaid inventories 5,325 8 Others (including software licenses) 1,484 — Total $ 17,840 $ 56 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following at September 30, 2021 and December 31, 2020 (in thousands) : Property and Equipment September 30, 2021 December 31, 2020 Equipment $ 2,944 $ 957 Furniture & fixtures 96 11 Company vehicles 759 320 Leasehold improvements 268 29 Computers, software and related equipment 857 444 Construction in progress 1,012 — Property and Equipment, gross 5,936 1,761 Accumulated depreciation (1,307) (677) Property and Equipment, net $ 4,629 $ 1,084 Depreciation expense during the three months ended September 30, 2021 and 2020 totaled approximately $248,000 and $66,000, respectively. Depreciation expense during the nine months ended September 30, 2021 and 2020 totaled approximately $628,000 and $214,000, respectively. |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consisted of the following at September 30, 2021 and December 31, 2020 (in thousands) : Other Current Liabilities September 30, 2021 December 31, 2020 Customer deposits $ 1,187 $ 1,837 Accrued expenses (including payroll and vacation accruals) 1,151 468 Accrued interest — 2,453 Others 498 384 Total $ 2,836 $ 5,142 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases office space, certain facilities and other equipment under operating lease agreements that expire at various dates. Future minimum payments under non-cancelable operating leases with initial terms of one year or more consisted of the following as of September 30, 2021 (in thousands) : 2022 $ 1,124 2023 1,158 2024 1,192 2025 1,228 Thereafter 1,370 Total Future minimum lease payments $ 6,072 Rent expense totaled $170,000 and $115,000 during the three months ended September 30, 2021 and 2020, respectively. Rent expense totaled $449,000 and $173,000 during the nine months ended September 30, 2021 and 2020, respectively. Certain of the Company’s lease agreements contain escalation clauses, and accordingly, the Company straight-lines the rent expense over the lease term. Legal Contingencies Legal claims may arise from time to time in the normal course of business, the results of which may have a material effect on the Company’s accompanying consolidated financial statements. As of September 30, 2021, the Company was not a party to any legal proceedings, that individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows, except for the following matters: • NextGen has received six demand letters from putative stockholders of NextGen dated June 2, 2021, June 11, 2021, June 25, 2021, June 29, 2021, June 30, 2021 and July 6, 2021 (the “Demands”) generally alleging that the proxy statement/prospectus forming part of the registration statement on Form S-4 that NextGen filed with the SEC on May 14, 2021 omits material information with respect to NextGen’s proposed business combination with Xos. The Demands seek the issuance of corrective disclosures in an amendment or supplement to the proxy statement/prospectus. One of the Demands further alleges that the merger consideration with respect to the business combination with Xos is inadequate, and asserts that an increase in consideration should be negotiated. NextGen believes that the Demands are now moot. • On June 14, 2021, a complaint was filed against NextGen and the members of its board of directors in the Supreme Court of New York under the caption Green v. NextGen Acquisition Corp., et al ., Index No. 653766/2021 (N.Y. Sup. Ct.). The complaint alleges that the proxy statement/prospectus forming part of the registration statement on Form S-4 that NextGen filed with the SEC on May 14, 2021 omits material information, rendering the proxy statement/prospectus false and misleading. The complaint seeks an order enjoining the proposed Business Combination unless and until additional disclosures are issued; rescinding the proposed Business Combination, to the extent it closes; directing the defendants to disseminate a proxy statement that does not contain any untrue statements of material fact; declaring that the board of directors of NextGen violated their fiduciary duties; awarding costs, including attorneys’ fees and expert fees; and awarding such other relief as the court deems proper. Defendants have not yet responded to such complaint. NextGen likewise believes that the Complaint is moot. Cal Savers Legislation On September 26, 2016, California governor Jerry Brown signed Senate Bill 1234 implementing a program to address the growing problem of workers not being adequately prepared for retirement. Senate Bill 1234 and Senate Bill 923 provided the framework for a state sponsored program that allowed for employees to contribute to a retirement savings program at jobs that did not offer a retirement plan. The legislation required employers to allow employees to contribute to a state sponsored retirement plan or similarly comparable retirement plan or else have the employee opt-out of participating in the plan. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company leases property in North Hollywood, California from the Valley Industrial Properties which is owned by the Sunseeker Trust. The Sunseeker Trust is an irrevocable trust with the beneficiary being the mother of the CEO, Dakota Semler. The Company’s trucks utilize Metalsa, a Mexico-based automotive supplier, to provide parts and manufacturing services. Metalsa has an investment in the Company in the form of a convertible note payable which was converted as part of the Series A Financing. (See Note 4 above). Also, the owner of Fitzgerald, which is another contract manufacturer, is a stockholder of the Company. The Company had a partial recourse promissory note in the amount of $364,000 due from the COO, Giordano Sordoni. The note was utilized to exercise options provided to him by the Company. Interest is compounded annually at a rate of 2.38%. The note was issued in the amount of $364,000 on June 24, 2019. The full balance and interest of $15,000 as of December 31, 2020 was forgiven by the Company during the first quarter of 2021. The Company purchased two used vehicles from an entity owned by the CEO. The Company utilizes these vehicles to assist in servicing customer vehicles. The Company converted 34 notes payable with outstanding carrying value of $18.9 million from related parties into 19,664,000 preferred shares as described above in Note 5, Equity - Legacy Xos Preferred Stock. These related parties consisted of the CEO, COO, board members, board advisors, and various trusts whose beneficiaries are relatives of the CEO. The Company utilized employees from an entity owned by the CEO in conducting repairs and maintenance at their new headquarters. Amounts charged for these services were at the employees’ current salary rates including benefits and totaled $57,000 through September 30, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As a C-corporation, the Company is subject to federal and state income taxes in the state of California. The Company’s income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. Significant judgments and estimates are required in the determination of the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating its ability to recover its deferred tax assets in the jurisdiction from which they arise, the Company considers all available positive and negative evidence in evaluating its ability to recover its deferred tax assets in the jurisdiction in which they arise. These include scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, the Company begins with historical results adjusted for the results of discontinued operations and incorporates assumptions about the amount of future state and federal pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates the Company is using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, the Company will consider the last two years and interim period of operating income (loss). As of September 30, 2021, the Company has federal and state income tax net operating loss (“NOL”) carryforwards of $53.2 million, which will expire over the next twenty years beginning in the year 2038. The Company believes that it is more likely than not that the benefit from NOL carryforwards will not be realized. In recognition of this risk, the Company has provided a full valuation allowance of $15.6 million on the remaining deferred tax assets, primarily related to these NOL carryforwards. If assumptions change and the Company determines that it will be able to realize these NOLs, the tax benefits related to any reversal of valuation allowance will be adjusted in the same period. The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in multiple jurisdictions across its global operations. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company (1) records unrecognized tax benefits as liabilities in accordance with ASC 740 and (2) adjust these liabilities when its judgment changes as a result of the evaluation of new information not previously available. As of September 30, 2021 and December 31, 2020, the Company had not recorded any liabilities related to income tax uncertainties. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from its current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. |
Net Results per Share
Net Results per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Results per Share | Net Results per Share The condensed consolidated statements of operations include the basic and diluted net results per share. The numerator in the diluted loss per share excluded the effect of the fair value gain on the contingent earn-out shares liability and common stock public and private warrants. Basic loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed using the weighted-average number of common shares and the dilutive effect of contingent earn-out shares and common stock public and private warrants. Potentially dilutive shares, which consist of stock options, have been excluded from the diluted loss per share calculation as their inclusion would have been anti-dilutive, since the Company is in a net loss position. The following table presents the potential shares that were excluded from the computation of diluted net loss per share, because their effect was anti-dilutive (in thousands) : September 30, 2021 September 30, 2020 Options to purchase Common Stock 2,017 1,366 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated all events or transactions that occurred through November 12, 2021, the date the condensed consolidated financial statements were issued. RSU Grants On November 10, 2021, the Company granted 356,092 restricted stock units (“RSUs”) to certain non-employee directors with total fair value of $1.7 million. The special one time non-employee director RSU grant vests over a period of three years, subject to continued service with the Company. The annual non-employee director RSU grant fully vests upon the earlier of the one year anniversary of the grant date or the Company’s next annual meeting, subject to continued service with the Company. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies - (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Business Combination | Xos, Inc. was initially incorporated on July 29, 2020 as a Cayman Islands exempted company under the name “NextGen Acquisition Corporation” (“NextGen”). On August 20, 2021, as contemplated by the Agreement and Plan of Merger, as amended on May 14, 2021, by and among NextGen, Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of NextGen (“Merger Sub”), and Xos, Inc., a Delaware corporation (now known as Xos Fleet, Inc., “Legacy Xos”), consummated the merger transactions contemplated by the Merger Agreement (the “Closing”), whereby (i) Merger Sub merged with and into Legacy Xos, the separate corporate existence of Merger Sub ceased and Legacy Xos became the surviving corporation and a wholly owned subsidiary of NextGen (such transaction the “Merger” and, collectively with the Domestication, the “Business Combination”). As a result, Xos became the publicly traded entity listed on the Nasdaq Global Market. |
Emerging Growth Company | Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement declared effective pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time the Company is no longer considered to be an emerging growth company. At times, the Company may elect to early adopt a new or revised standard. |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Legacy Xos and Rivordak. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (primarily consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2020, 2019 and 2018 presented in the Company’s registration statement filed with the Securities and Exchange Commission (“SEC”) and declared effective September 23, 2021. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenues and expenses during the reporting periods. The areas with significant estimates and judgments include, among others, share-based compensation, the fair value of the Company’s Common Stock and Preferred Stock, valuation of the convertible notes and the related embedded derivative, SAFE Note (as defined below), Warrants and warrant liability on Legacy Xos Preferred Stock. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s financial statements. |
Revenue Recognition | The Company generates revenue from the sale of its battery-electric fleet of commercial vehicles and battery-electric systems, the licensing of its software systems, and warranty contracts. There were no warranty contracts with material financial impact as of September 30, 2021.The Company recognizes revenue consisting of product sales, inclusive of shipping and handling charges, net of estimates for customer allowances. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. All revenue is recognized when the Company satisfies its performance obligations under the contract. Any deposits from customers represent contract liabilities, which are included in “other current liabilities” on the condensed consolidated balance sheet. The Company recognizes revenue by transferring the promised products to the customer, with the revenue recognized at the point in time the customer takes control of the products. The Company recognizes revenue for shipping and handling charges at the time the products are delivered to or picked up by the customer. The majority of its contracts have a single performance obligation, which is met at the point in time that the product is delivered, and title passes to the customer, and are short term in nature. |
Inventories | Inventories consisted of parts and work-in-progress inventories. As of September 30, 2021 and December 31, 2020, inventory amounted to $20.8 million and $1.9 million, respectively. Inventories are stated at the lower of cost or net realizable value. Cost is computed using average cost. Inventory write-downs are based on reviews for obsolescence determined primarily by future demand forecasts. |
Fair Value of Financial Instruments | ASC 820, Fair Value Measurements and Disclosures , clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels: • Level 1: Quoted prices in active markets for identical assets and liabilities. • Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable. • Level 3: Significant inputs to the valuation model are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, other current liabilities, Warrants, the Legacy Xos Preferred Stock Warrant (defined below), convertible notes and the associated derivative liability. The fair value of cash and accounts receivable approximates carrying value due to their short-term maturity. |
Income taxes | The Company accounts for income taxes in accordance with ASC 740, Income Taxes , under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. |
Share-based Compensation | The Company accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation , under which shared based payments that involve the issuance of Common Stock to employees and non-employees and meet the criteria for equity-classified awards are recognized in the financial statements as compensation expense based on the fair value on the date of grant. Prior to the Business Combination the Company issued stock options to purchase shares of common stock (“Options”) to employees and non-employees under the Xos, Inc. 2018 Stock Plan (the “2018 Stock Plan”). The Company allows employees to exercise options prior to vesting. The Company considers the consideration received for the early exercise of an option to be a deposit and the related amount is recorded as a liability. The liability is relieved when the options vest. The Company has the right to repurchase any unvested (but issued) shares upon termination of service of an employee at the original exercise price. The Company stopped issuing options under the 2018 Stock Plan in the fourth quarter of 2020. The Company estimates the fair value of options on the date of the grant using the Black-Scholes option pricing model. Each of the Black-Scholes inputs generally require significant judgement, including the assumptions discussed below. • Fair value of Common Stock – equals the closing stock price on the day of award grant. • Expected term – the expected term represents the period that the Company’s Options are expected to be outstanding and is determined based on the “simplified” method, as prescribed in SEC Staff Accounting Bulletin (SAB) No. 107. The expected term of non-employee options is equal to the contractual term. • Risk-free rate – the risk-free interest rate is based on the interest rate payable on the U.S. Treasury securities with an equivalent expected term of the options. • Expected volatility – the Company determines the price volatility factor based on the historical volatilities of several publicly listed peer companies as the Company does not have trading history for its Common Stock. • Expected dividend yield – the expected dividend yield assumption is based on the Company’s current expectations about its anticipated dividend policy. |
Recent accounting pronouncements issued and adopted and Recent accounting pronouncements issued and not yet adopted | ASC 718, Compensation — Stock Compensation: In June 2018, the FASB issued ASC 718, Compensation — Stock Compensation, as part of its simplification initiative to identify and refine areas where cost and complexity can be refined while providing more useful information to users of financial statements. The new guidance requires equity classified share-based payment awards issued to nonemployees to be measured on the grant date, instead of being re-measured through the performance completion date under the previous guidance. The Company adopted ASC 718 as part of its issuance and implementation of the 2018 Stock Plan. ASC 842, Leases: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), as subsequently amended, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors), and replaces the existing guidance in ASC 840, Leases. The new standard also requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company is required to adopt the standard on January 1, 2022 and is currently evaluating the full impact that ASU 2016-02 will have on the financial statements and related disclosures. The adoption of the new lease standard on January 1, 2022 will likely have a material impact on the Company’s consolidated financial statements, the most significant of which would be the recognition of ROU assets and lease liabilities for operating leases on the consolidated balance sheet. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table presents the revenue disaggregation by type (in thousands) : Three Months Ended September 30 Nine Months Ended September 30 2021 2020 2021 2020 Powertrains $ 357 $ 777 $ 1,073 $ 1,350 Stepvans & vehicle incentives — 348 673 348 Total Revenues $ 357 $ 1,125 $ 1,746 $ 1,698 |
Liabilities measured at fair value of a recurring basis | The following tables summarize the Company’s assets and liabilities measured at fair value of a recurring basis as of September 30, 2021 and December 31, 2020 (in thousands) : September 30, 2021 Total Level 1 Level 2 Level 3 Financial Liabilities: Private Placement Warrants $ 6,713 $ — $ 6,713 $ — Public Warrants 13,250 13,250 — — Contingent earn-out shares liability 53,542 — — 53,542 Total $ 73,505 $ 13,250 $ 6,713 $ 53,542 December 31, 2020 Total Level 1 Level 2 Level 3 Financial Liabilities: Derivative liability on convertible notes $ 6,394 $ — $ — $ 6,394 Legacy Xos Preferred Stock Warrant 1,707 — — 1,707 Total $ 8,101 $ — $ — $ 8,101 |
Schedule of Changes on Fair Value of Financial Liabilities | The changes in the fair value of the financial liabilities during the nine months ended September 30, 2021 follow (in thousands) : Private Placement Warrants Public Warrants Contingent Derivative Liability on Convertible Notes Legacy Xos Preferred Stock Warrant Fair value at December 31, 2020 $ — $ — $ — $ 6,394 $ 1,707 Release due to extinguishment of convertible notes — — — (6,394) — Release due to warrant exercise — — — — (3,136) Initial recognition upon merger consummation 6,017 11,875 101,744 — — Change in fair value during the period 696 1,375 (48,202) — 1,429 Fair value at September 30, 2021 $ 6,713 $ 13,250 $ 53,542 $ — $ — |
Recapitalization and Continge_2
Recapitalization and Contingent Earn-out Shares Liability (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Reverse Recapitalization | The net proceeds from the Business Combination, as reported in the consolidated statement of cash flows for the nine months ended September 30, 2021, within the financing section are summarized below (in thousands) : Cash from NextGen trust, net of redemptions $ 76,145 Cash from PIPE investment 196,000 Less: fees paid to the underwriters, including NextGen’s IPO underwriters (24,285) Less: other transaction costs (31,139) Net cash received from the business combination $ 216,721 The number of shares of Common Stock issued in connection with the transaction follows: Third party PIPE investors 19,600,000 NextGen sponsor and related parties 7,613,884 NextGen public shareholders 9,375,000 Xos stockholders 125,595,737 Total shares of Common Stock issued in the Business Combination 162,184,621 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debt | At December 31, 2020, the carrying value of the convertible notes, which approximates fair value, was as follows ( in thousands ): December 31, 2020 Convertible notes, current portion $ 21,540 Debt discount recognized (4,884) Debt discount amortized 1,704 Net convertible notes, current portion $ 18,360 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | As of December 31, 2020, the valuation of the Legacy Xos Preferred Stock Warrant was determined based on Black-Scholes option pricing model utilizing the following assumptions: Expected dividend yield 0% Standard deviation of share price 0.80 Expected term 5 years Risk-free interest rate 0.36% Grant-date fair value (estimated) $8.50 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of insurance premiums, deposits for equipment, and software licenses which have been paid and are being amortized over the policy years. Refer to the table below for details (in thousands): Prepaid Expenses and Other Current Assets September 30, 2021 December 31, 2020 Deposits (primarily deposits relating to equipment purchases) $ 4,085 $ — Prepaid insurance 6,946 48 Prepaid inventories 5,325 8 Others (including software licenses) 1,484 — Total $ 17,840 $ 56 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net consisted of the following at September 30, 2021 and December 31, 2020 (in thousands) : Property and Equipment September 30, 2021 December 31, 2020 Equipment $ 2,944 $ 957 Furniture & fixtures 96 11 Company vehicles 759 320 Leasehold improvements 268 29 Computers, software and related equipment 857 444 Construction in progress 1,012 — Property and Equipment, gross 5,936 1,761 Accumulated depreciation (1,307) (677) Property and Equipment, net $ 4,629 $ 1,084 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following at September 30, 2021 and December 31, 2020 (in thousands) : Other Current Liabilities September 30, 2021 December 31, 2020 Customer deposits $ 1,187 $ 1,837 Accrued expenses (including payroll and vacation accruals) 1,151 468 Accrued interest — 2,453 Others 498 384 Total $ 2,836 $ 5,142 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum payments under non-cancelable operating leases with initial terms of one year or more consisted of the following as of September 30, 2021 (in thousands) : 2022 $ 1,124 2023 1,158 2024 1,192 2025 1,228 Thereafter 1,370 Total Future minimum lease payments $ 6,072 |
Net Results per Share (Tables)
Net Results per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the potential shares that were excluded from the computation of diluted net loss per share, because their effect was anti-dilutive (in thousands) : September 30, 2021 September 30, 2020 Options to purchase Common Stock 2,017 1,366 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Inventories | $ 20,834 | $ 1,867 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 357 | $ 1,125 | $ 1,746 | $ 1,698 |
Powertrains | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 357 | 777 | 1,073 | 1,350 |
Stepvans & vehicle incentives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 0 | $ 348 | $ 673 | $ 348 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Liabilities Measured at Fair Value On A Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 20, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | $ 17,900 | $ 1,700 | |
Contingent earn-out shares liability | $ 53,500 | $ 101,700 | |
Derivative liability on convertible notes | 0 | 6,400 | |
Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 6,700 | ||
Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 13,200 | ||
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 1,707 | ||
Contingent earn-out shares liability | 53,542 | ||
Derivative liability on convertible notes | 6,394 | ||
Total | 73,505 | 8,101 | |
Fair Value, Recurring | Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 6,713 | ||
Fair Value, Recurring | Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 13,250 | ||
Level 1 | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 0 | ||
Contingent earn-out shares liability | 0 | ||
Derivative liability on convertible notes | 0 | ||
Total | 13,250 | 0 | |
Level 1 | Fair Value, Recurring | Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 0 | ||
Level 1 | Fair Value, Recurring | Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 13,250 | ||
Level 2 | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 0 | ||
Contingent earn-out shares liability | 0 | ||
Derivative liability on convertible notes | 0 | ||
Total | 6,713 | 0 | |
Level 2 | Fair Value, Recurring | Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 6,713 | ||
Level 2 | Fair Value, Recurring | Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 0 | ||
Level 3 | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 1,707 | ||
Contingent earn-out shares liability | 53,542 | ||
Derivative liability on convertible notes | 6,394 | ||
Total | 53,542 | $ 8,101 | |
Level 3 | Fair Value, Recurring | Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 0 | ||
Level 3 | Fair Value, Recurring | Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | $ 0 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Changes in the fair value of the financial liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Warrants | Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | $ 0 |
Initial recognition upon merger consummation | 6,017 |
Change in fair value during the period | 696 |
Ending Balance | 6,713 |
Warrants | Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 0 |
Initial recognition upon merger consummation | 11,875 |
Change in fair value during the period | 1,375 |
Ending Balance | 13,250 |
Warrants | Legacy Xos Preferred Stock Warrant | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 1,707 |
Release due to warrant exercise | (3,136) |
Change in fair value during the period | 1,429 |
Ending Balance | 0 |
Contingent Earn-out Shares Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 0 |
Initial recognition upon merger consummation | 101,744 |
Change in fair value during the period | (48,202) |
Ending Balance | 53,542 |
Derivative Liability on Convertible Notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 6,394 |
Release due to extinguishment of convertible notes | (6,394) |
Ending Balance | $ 0 |
Recapitalization and Continge_3
Recapitalization and Contingent Earn-out Shares Liability - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 20, 2021USD ($)day$ / sharesshares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares |
Schedule Of Recapitalization [Line Items] | ||||||
Recapitalization exchange ratio | 1.956440 | |||||
Stock issued during period, shares, reverse recapitalization (in shares) | 142,584,621 | 162,184,621 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 19,600,000 | |||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | |||||
Sale of stock, consideration received on transaction | $ | $ 196,000 | |||||
Committed amount | $ | 4,000 | |||||
Payments of reverse recapitalization transaction costs | $ | 44,200 | |||||
Contingent earn-out shares liability | $ | 101,700 | $ 53,542 | $ 53,542 | $ 0 | ||
Number of warrants issued (in shares) | 1 | |||||
Warrants liabilitites | $ | $ 17,900 | $ 1,700 | ||||
Derivative instrument, contingent consideration, liability, shares (in shares) | 16,200,000 | |||||
Contingent earn-out shares liability | $ | $ 101,700 | 53,500 | 53,500 | |||
Change in fair value of contingent earn-out shares liability | $ | $ 48,200 | $ 48,202 | $ 0 | $ 48,202 | $ 0 | |
Derivative Instrument, Tranche One | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Derivative instrument, contingent consideration, liability, shares (in shares) | 5,400,000 | |||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 14 | |||||
Threshold trading days | day | 10 | |||||
Threshold trading day period | day | 20 | |||||
Earnout period | 5 years | |||||
Derivative Instrument, Tranche One | Minimum | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 14 | |||||
Derivative Instrument, Tranche One | Maximum | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 20 | |||||
Derivative Instrument, Tranche Two | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Derivative instrument, contingent consideration, liability, shares (in shares) | 5,400,000 | |||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 20 | |||||
Threshold trading days | day | 10 | |||||
Threshold trading day period | day | 20 | |||||
Derivative Instrument, Tranche Two | Minimum | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 20 | |||||
Derivative Instrument, Tranche Two | Maximum | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 25 | |||||
Derivative Instrument, Tranche Three | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Derivative instrument, contingent consideration, liability, shares (in shares) | 5,400,000 | |||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 25 | |||||
Threshold trading days | day | 10 | |||||
Threshold trading day period | day | 20 | |||||
Restricted Stock Units (RSUs) | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Derivative instrument, contingent consideration, liability, shares (in shares) | 261,000 | |||||
Founders | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 2,000,000 | |||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | |||||
Sale of stock, consideration received on transaction | $ | $ 20,000 | |||||
Public Shareholders | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Stock issued during period, shares, reverse recapitalization (in shares) | 9,375,000 | |||||
Public Warrants | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Number of warrants issued (in shares) | 12,499,964 | 12,499,964 | 12,499,964 | |||
Warrants liabilitites | $ | $ 13,200 | $ 13,200 | ||||
Private Placement Warrants | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Number of warrants issued (in shares) | 6,333,334 | 6,333,334 | 6,333,334 | |||
Warrants liabilitites | $ | $ 6,700 | $ 6,700 | ||||
NextGen | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Payments of stock issuance costs | $ | $ 11,200 |
Recapitalization and Continge_4
Recapitalization and Contingent Earn-out Shares Liability - Schedule of Recapitalization (Details) - USD ($) $ in Thousands | Aug. 20, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Schedule Of Recapitalization [Line Items] | |||
Cash from NextGen trust, net of redemptions | $ 76,145 | ||
Proceeds from PIPE investment | 196,000 | $ 0 | |
Less: fees paid to the underwriters, including NextGen’s IPO underwriters | (24,285) | ||
Less: other transaction costs | (31,139) | ||
Net cash received from the business combination | $ 216,721 | ||
Third party PIPE investors (in shares) | 19,600,000 | ||
Stock issued during period, shares, reverse recapitalization (in shares) | 142,584,621 | 162,184,621 | |
NextGen Sponsor And Related Parties | |||
Schedule Of Recapitalization [Line Items] | |||
Stock issued during period, shares, reverse recapitalization (in shares) | 7,613,884 | ||
Public Shareholders | |||
Schedule Of Recapitalization [Line Items] | |||
Stock issued during period, shares, reverse recapitalization (in shares) | 9,375,000 | ||
Xos Shareholders | |||
Schedule Of Recapitalization [Line Items] | |||
Stock issued during period, shares, reverse recapitalization (in shares) | 125,595,737 |
Convertible Notes - Narrative (
Convertible Notes - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2021USD ($) | |
Debt Instrument [Line Items] | |||||
Temporary equity, conversion of convertible securities | $ (79,708,000) | ||||
Group 1 Converted Notes | Maximum | |||||
Debt Instrument [Line Items] | |||||
Valuation cap | $ 200,000,000 | ||||
Convertible Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 21,540,000 | ||||
Temporary equity, conversion of convertible securities | $ 21,500,000 | ||||
Interest rate, stated percentage | 8.00% | 8.00% | |||
Unamortized debt discount | 4,884,000 | ||||
Debt discount amortized | $ 1,704,000 | ||||
Convertible Notes Payable | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 1 year | ||||
Convertible Notes Payable | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 10 years | ||||
Convertible Notes Payable | Group 1 Converted Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 6,400,000 | ||||
Debt instrument, term | 10 years | ||||
Conversion feature, intrinsic value | $ 0 | ||||
Unamortized debt discount | $ 500,000 | $ 1,200,000 | |||
Convertible Notes Payable | Group 1 Converted Notes | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, convertible, conversion threshold, percentage of per share price of equity issued In qualified financing | 0.80 | ||||
Valuation cap | $ 10,000,000 | ||||
Convertible Notes Payable | Group 1 Converted Notes | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, convertible, conversion threshold, percentage of per share price of equity issued In qualified financing | 0.90 | ||||
Convertible Notes Payable | Group 2 Converted Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 14,100,000 | ||||
Conversion feature, intrinsic value | $ 0 | ||||
Unamortized debt discount | $ 5,200,000 | $ 4,000,000 | |||
Convertible Notes Payable | Group 2 Converted Notes | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, convertible, conversion threshold, percentage of per share price of equity issued In qualified financing | 0.80 | ||||
Valuation cap | $ 30,000,000,000 | ||||
Convertible Notes Payable | Group 2 Converted Notes | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, convertible, conversion threshold, percentage of per share price of equity issued In qualified financing | 0.90 | ||||
Valuation cap | $ 60,000,000,000 | ||||
Convertible Notes Payable | Group 3 Converted Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 1,000,000 | ||||
Conversion feature, intrinsic value | 0 | ||||
Unamortized debt discount | $ 600,000 | 600,000 | 0 | ||
Debt discount amortized | $ 0 | $ 0 | |||
Debt instrument, convertible, percentage of equity instruments | 0.02 |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||
Current portion of convertible notes payable | $ 18,360 | $ 0 |
Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | 21,540 | |
Debt discount recognized | (4,884) | |
Debt discount amortized | 1,704 | |
Current portion of convertible notes payable | $ 18,360 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2021shares | Sep. 30, 2021USD ($)vote$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Oct. 30, 2020USD ($) | |
Stockholders' Equity And Temporary Equity [Line Items] | |||||
Stock authorized (in shares) | 1,010,000,000 | ||||
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of votes per share | vote | 1 | ||||
Legacy Xos preferred stock, authorized (in shares) | 27,041,000 | 27,041,000 | |||
Issuance of preferred shares (in shares) | 76,471 | 49,518,000 | |||
Number of warrants issued (in shares) | 1 | ||||
Conversion of interest payable on convertible notes (in shares) | 319,411 | ||||
Issuance of Legacy Xos Preferred Stock, including note conversion | $ | $ 66,701 | ||||
Current portion of SAFE notes payable | $ | $ 0 | $ 30 | $ 30 | ||
Temporary equity, conversion of convertible securities | $ | $ (79,708) | ||||
Temporary equity, conversion of convertible securities (in shares) | (52,905,000) | ||||
Legacy Xos | |||||
Stockholders' Equity And Temporary Equity [Line Items] | |||||
Legacy Xos preferred stock, authorized (in shares) | 25,794,475 | ||||
Issuance of preferred shares (in shares) | 3,739,846 | 1,411,764 | |||
Number of warrants issued (in shares) | 1 | ||||
Conversion of interest payable on convertible notes (in shares) | 319,411 | ||||
Issuance of Legacy Xos Preferred Stock, including note conversion | $ | $ 31,800 | $ 9,600 | |||
Temporary equity, subscribed but unissued, subscriptions receivable (in shares) | $ | $ 2,400 | ||||
Temporary equity, conversion of convertible securities | $ | 21,500 | ||||
Conversion of convertible securities, accrued interest | $ | $ 2,500 | ||||
Temporary equity, conversion of convertible securities (in shares) | 21,570,308 | ||||
Reduction of fair value of non-voting shares, percentage | 3.00% |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021 | Sep. 30, 2021USD ($)day$ / sharesshares | Sep. 30, 2020USD ($) | Aug. 20, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Number of warrants issued (in shares) | shares | 1 | |||||
Warrants outstanding fair value | $ | $ 17,900 | $ 1,700 | ||||
Exercise price of warrants or rights (in dollars per share) | $ 8.50 | |||||
Warrants and rights outstanding, term | 5 years | |||||
Threshold consecutive trading days ending on the third day prior to notice of redemption | 10 days | |||||
Conversion of interest payable on convertible notes (in shares) | shares | 319,411 | |||||
Percentage probability of occurrence with per share value determined on a discounted basis | 75.00% | |||||
Percentage probability of occurrence with per share value determined based on equal 50-50 weighting of the market approach and income approach | 25.00% | |||||
Proceeds from exercise of Legacy Xos Preferred Stock warrant | $ | $ 2,700 | $ 2,715 | $ 0 | |||
Embedded derivative liability on convertible notes | $ | $ 0 | $ 0 | $ 6,400 | |||
Warrant Redemption Scenario One | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Redemption, stock price threshold (in dollars per share) | $ 18 | $ 18 | ||||
Redemption price (in dollars per share) | 0.01 | $ 0.01 | ||||
Redemption notice period | 30 days | |||||
Redemption, threshold trading days | day | 20 | |||||
Redemption, threshold consecutive trading days | 30 days | |||||
Redemption period | 30 days | |||||
Warrant Redemption Scenario Two | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Redemption, stock price threshold (in dollars per share) | 10 | $ 10 | ||||
Redemption price (in dollars per share) | $ 0.10 | $ 0.10 | ||||
Redemption notice period | 30 days | |||||
Reference value (in dollars per share) | $ 18 | |||||
Public Warrants | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Number of warrants issued (in shares) | shares | 12,499,964 | 12,499,964 | 12,499,964 | |||
Warrants outstanding fair value | $ | $ 13,200 | $ 13,200 | ||||
Exercise price of warrants or rights (in dollars per share) | $ 11.50 | $ 11.50 | ||||
Private Placement Warrants | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Number of warrants issued (in shares) | shares | 6,333,334 | 6,333,334 | 6,333,334 | |||
Warrants outstanding fair value | $ | $ 6,700 | $ 6,700 |
Derivative Instruments - Valuat
Derivative Instruments - Valuation of the Warrant (Details) | Dec. 31, 2020$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price of warrants or rights (in dollars per share) | $ 8.50 |
Level 3 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price of warrants or rights (in dollars per share) | $ 8.50 |
Expected dividend yield | Level 3 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0 |
Standard deviation of share price | Level 3 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.80 |
Expected term | Level 3 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 5 |
Risk-free interest rate | Level 3 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.0036 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 10 | $ 7 |
2018 Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for issuance (in shares) | 0 | |
Options outstanding (in shares) | 2,016,933 | |
Expiration period | 10 years | |
Vesting period | 4 years | |
2021 Equity Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 3,284,383 | |
Share-based Payment Arrangement, Tranche One | 2018 Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% | |
Share-based Payment Arrangement, Tranche Two | 2018 Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 36 months |
SAFE Notes (Details)
SAFE Notes (Details) - USD ($) $ in Thousands | Oct. 30, 2020 | Feb. 28, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | |||||
Current portion of SAFE notes payable | $ 30 | $ 0 | $ 30 | ||
Percentage of price per share in calculation for conversion into temporary equity | 80.00% | ||||
Proceeds from the conversion of SAFE notes | $ 620 | ||||
Issuance of preferred shares (in shares) | 76,471 | 49,518,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposits (primarily deposits relating to equipment purchases) | $ 4,085 | $ 0 |
Prepaid insurance | 6,946 | 48 |
Prepaid inventories | 5,325 | 8 |
Others (including software licenses) | 1,484 | 0 |
Total | $ 17,840 | $ 56 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,936 | $ 1,761 |
Accumulated depreciation | (1,307) | (677) |
Property and Equipment, net | 4,629 | 1,084 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,944 | 957 |
Furniture & fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 96 | 11 |
Company vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 759 | 320 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 268 | 29 |
Computers, software and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 857 | 444 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,012 | $ 0 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 248 | $ 66 | $ 628 | $ 214 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Customer deposits | $ 1,187 | $ 1,837 |
Accrued expenses (including payroll and vacation accruals) | 1,151 | 468 |
Accrued interest | 0 | 2,453 |
Others | 498 | 384 |
Total | $ 2,836 | $ 5,142 |
Commitments and Contingencies -
Commitments and Contingencies - Future minimum payments under non-cancelable operating leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 1,124 |
2023 | 1,158 |
2024 | 1,192 |
2025 | 1,228 |
Thereafter | 1,370 |
Total Future minimum lease payments | $ 6,072 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 170 | $ 115 | $ 449 | $ 173 |
Related Party Transactions (Det
Related Party Transactions (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)note_payablevehicle | Dec. 31, 2020USD ($) | |
Related Party Transactions [Abstract] | ||
Notes payable, related parties | $ 364,000 | |
Notes payable, related parties, interest rate, stated percentage | 2.38% | |
Notes payable, related parties, accrued interest | $ 15,000 | |
Number of vehicles acquired | vehicle | 2 | |
Notes payable, related parties, number of notes payable converted | note_payable | 34 | |
Temporary equity, conversion of convertible securities | $ 18,900,000 | |
Temporary equity, conversion of convertible securities (in shares) | 19,664,000 | |
Related party transaction, expenses from transactions with related party | $ 57,000 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | Sep. 30, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carryforwards | $ 53.2 |
Deferred tax assets, valuation allowance | $ 15.6 |
Net Results per Share (Details)
Net Results per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Options to purchase Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares that were excluded from the computation of diluted net loss per share (in shares) | 2,017 | 1,366 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | Nov. 10, 2021 | Nov. 12, 2021 |
2021 Equity Plan | ||
Subsequent Event [Line Items] | ||
Number of shares available for issuance (in shares) | 2,928,291 | |
Restricted Stock Units (RSUs) | ||
Subsequent Event [Line Items] | ||
Granted in period (in shares) | 356,092 | |
Granted in period, fair value | $ 1.7 | |
Number of shares available for issuance (in shares) | 356,092 | |
Restricted Stock Units (RSUs) | One Time Grant | ||
Subsequent Event [Line Items] | ||
Vesting period | 3 years | |
Restricted Stock Units (RSUs) | Annual Grant | ||
Subsequent Event [Line Items] | ||
Vesting period | 1 year |